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CAL POLY [ Geooonsses | SAN LUIS QBISPO ‘THIS AGREEMENT is made and entered on the 28th day of April, 2017, inthe State of California, by and between the Trustees of the California State University, which is the State of California acting in a higher education capacity, through its duly appointed and acting office, hereinafter called the University or School, and adidas America, Inc. hereinafter called the Contractor or adidas as a result of RFP 2000012584, WITNESSETH: ‘That the Contractor for and in consideration of the covenants, conditions, agreements and stipulations of the University hereinafter expressed, does hereby agrec to furnish to the University materials and services as follows: Contractor agrees to provide - All Sports: Athletic Apparel, Shoes, Accessories and Equipment ‘Manufacturing Sponsorship and Team Direct Sales to the Department of Intercollegiate Athletics at California Polytechnic State University, San Las Obispo; and will be aecordanee therein. ‘The following Exhibits, listed in order of precedence, become a patt of this agreement by mention hereto: Exhibit A ~ CSU General Provisions for Acquisition of Goods, consisting of nine ©) pages; Exhibit B~ Statement of Work, consisting of five (5) pages; Exhibit C ~ Contractor Performance Evaluation, consisting of six (6) pages; Exhibit D — adidas ‘Team Agreement, consisting of eleven (11) pages; ‘Exhibit E REP 2000012584, consisting of thirty-six (36) pages. ‘Terms of Agreement: 7/1/2017 - 6/30/2022, with options for two (2) consecutive one (1) year extension periods per mutual agreement in writing by both parties, prior to the option going into effect. Extensions are based on availability of funds, review of price schedules, and satisfactory performance by the Contractor, Purchase orders referencing this agreement shall be issued to Contractor and their licensees for desired purchased product, Payments shall be paid in arrears upon presentation of itemized invoices to the State Payment Services office thet have been approved by a designated department representative. IN WITNESS WHEREOF, this agreement nas been executed by the, [FRUSTEKS OF THE CALIFORNIA STATE UNIVERSITY [oNIveRstrY |California Polytechnic State University, San Luis Obispo By aun IZED SIGNATURE) the date frst above writen ICONTRACTOR cee —— meee adidas America, IZED SIGNATURE) Kida date sf y pate 5/3/13 jaRTED NA OF PERSON SIGNING a AND TTS OF FRTON STORIRT |Cody VanDorn. lark Daniels, VP US Team Sports freee RDDRESS Hxeutve Diesog Sag 11895 J.W. Foster Blvd, Canton, MA 02021 [MO007 120100 660984 ks i n7/ig- 21/22 ——P ses pos Exhibit A 72090012584 CSU General Provisions for Acquisition of Goods 1. Commencement of Work Contractor shall not commence work under the Contract until Contractor hss received a filly exeouted Contract and ‘been given written approval to proceed. Any work performed by Contractor prior to the date of approval shall be considered as having been performed at Contractor's owm risk and as « volunteer 2, Contraet Alterations & Integration 'No alteration or variation of the Contract shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated in writing in the Contract shall be binding on any of the partis hereto. 3. Severability Contractor aud CSU agree that if any provision of this Contract is found to be illegal or unenforceable, such term or ‘provision shall be deemed stricken and the remainder of the Contract shall remain in full force and effect. Either party hhaving knowledge of such teem o¢ provision shall promptly inform the other of its presumed non-applicability of such provision, Should the illegal or unenforceable provision be 2 material or essential term of the Contract, the Contract shall ‘be terminated in a manner commensurate withthe interests of bot parties, to the maximum extent reasonable, 4, Independent Status Contractor and its employees andl agents, and subcontractors, in the performance of this Contract, shall act in an independent capacity and not as officers, employees or agents of CSU or the State of California. While Contractor may bbe required by this Contract to carry Worker's Compensation Insurance, in no event shall Contractor and its employees and agents by entitled to unemployment or workers? compensation benefits rom the CSU. 5. Governing Law ‘To the extent not inconsistent with applicable federal lay, this Contract shall be construcd in eecordance with and ‘governed by the laws of the State of California 6, Contractor's Power and Authority Contractor warrants i has full power and authority to enter into this Contract and will hold CSU harmless from and against any loss, cos, lability, and expense (including reasonable altomecy fees) arising out of any breach ofthis warranty. Further, Contrector shall not enter into any arrangement, agreement or contract with any third party that might bridge any rights of the CSU under this Contract. Assignments Contractor shall not assign this Contract, either in whole ot in part, without CSU's written consent, which will not be unreasonably withheld. Personnel Contractor shall give its personal attention tothe pecformanee ofthe Contract and shall make every effort consistent with sound business practices to honor CSU's requests regarding Contractor's assignment of its employees. However, (Contractor maintains the sole right to determine the assignment of its employess in order to keep all phases of work under its control. Ifan employee of Contzactor is unable to pecform due to illness, resignation or other factors beyond ‘Contractor's control, Contractor shall use its best effort to provide suitable substitute personnel. 9, Walver of Rights “Any action ot inaction by C8U or the failure of CSU on any occasion to enforce any right or provision of this Contract shall not be a waiver by CSU ofits rights hereunder and shall not prevent CSU from enforcing such provision or right oon any future occasion, CSU's rights and remedies provided in this Contract shall not be exclusive and are in addition to any other rights and remedies provided by law: 2 10. Time | ‘Time is of the essence in the performance of this Contract. ‘14, Entire Contract “This Contract sets fort the entire agreement between the parties with respect to the subject mater hereof and shall govern the respective duties and obligations of cach party 12, Appropriation of Funds (@) Ifthe term of this Contract extends into fiscal years subsequent to thet in which itis approved such continuation of the ‘Contract is subject tothe appropriation of funds for such purpose by the Logislature. If funds to offect such continued payment aro not appropriated, Contractor agrees to take back any commodities furnished under the Contract and not yet paid for by CSU, terminato any future services and commodities to be supplied to the CSU under the Contract, and relieve the CSU of any further obligation therefore. (©) CSU agrees thet if provision (a) above is involved, commodities shall be returned to Contractor in substantially the samme condition in which thoy were delivered, subject to normal wear and tear. CSU further agrees to pay for packing, crating, transportation to Contractor's nearest facility and for reimbursement fo Contractor for expenses incurred for its assistance in such packing and crating. 13, Cancellation ‘CSU bas the right to cancel this Contract at any time and without fture financial obligation wpon thirty (30) days ‘written notice fo Contractor. 14, Termination for Default CSU may terminate the Contract and be relieved of the payment of any cousideration to Contractor should Contractor fail to pesform the covenants herein contained atthe time and in the manner herein provided. In the event of such termination, the CSU may procead with the work in any manner deemed proper by the CSU. The cost to the CSU shall be deducted from any sum due the Contractor under the Contract, and che balance, if any, shall be paid the Contractor ‘upon demand, 15, Rights and Remedies of CSU for Default (@)In the event any Deliverables furnished or servioes provided by Contractor inthe performance of this Contract should {il to conform to the requirements horein, or to the sample submitted by Contractor, CSU may reject the same, and it ‘shall thereupon become Contractor's duty to forthwith reclaim end remove all nonconforming deliverables and correct the performance of services, without expanse to the CSU, and to immediately replace all such rejeoted items with others conforming to the specifications or samples. Should Contractor fail, neglect, or refuse to do $0, CSU shall thereupon have the right, but not the obligation, to purcbase in the open market, in leu thereof, scomesponding quantity of any such items and to deduct the cost of such cover from any moneys duc or that may thereafter become duc to Contractor. (8) In the event Contractor fails to make prompt delivery of any item as specified in the Contract, the same conditions as to ‘CSU's right, but not obligation, to parchase in tke open market and receive reimbursement from Contractor, as sot forth in (a), above shall apply. (@) In the event the CSU terminates this Contract, either in whole or in par, for Contractor's default or breach, Contractor shall compensate CSU, in addition to any other remedy CSU may have availabe toi, for any loss or damage sustained and cost incurred by the CSU in procuring any items that Contractor agreed to supply. (@ CSU's rights and remedies provided above shell not be exclusive and shail be in addition to any other rights and remedies provided by law, equity or this Contract. 16, Warranty (@) Contractor warrants that (?) Deliverables and services furnished hereunder vill conform to the requirements of this Contract (including, without limitation, all descriptions, specifications, and drawings identified in the Statement of Work), and (ji) the Deliverables willbe fies from defects in materials and workmanship. Where the parties have agroed to design specifications in the Stetement of Work directly or by reference, Contractor warrants the Deliverables shall provide all functionality required thereby. In addition tothe other warranties st forth herein, where the Contract call, for delivery of Commercial Software, Contractor warrants such Software shall perform in accordance with ts license ‘and eecompanying Documentation. CSU's approval of designs or specifications furnished by Contractor shall not relieve Contractor ofits obligations under this warranty. 3 (b) Contractor warranls that atthe time of delivery, deliverables (i shall be five of harmful code (ie. computer viruses, ‘worms, tap door, Gime bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or eause damage to, computers, data, or software); and (i) shall not infringe or violate any U.S. Tntellectual Property Right, Without limiting the generality ofthe foregoing, if CSU believes harmful code may be ‘resent in any Commercial Software delivered, Contractor shall, upon CSU's request, provide a master copy of the Software for comparison and correction. (¢) Unless otherwise specified in the Statement of Works (j). Where Contractor resels Hardware or Software it purchased from a third party, and such chitd party offers addtional or more advantageous warranties than those set forth herein, Contractor shall passthrough any such warranties to CSU end shall ‘cooperate in enforcing them. Such warranty pass-through shall be supplemental to, and not relieve Contractor from, Contractors warranty obligations set forth above. (@) All warranties, including special warranties specified elsewhere heroin, shall inure to CSU, is successors, assigns, customer agencies, and other governmental users ofthe Deliverables or services, 17, Insurance Requirements “The Contractor shall not commence Work until it has obtained all the insurance required inthis Contact, and such ‘surance has been approved by the CSU. (@ Poli (1) The Contractor shall obiain and maintain the following policies and coverage: () Comprehensive or Commercial Form General Liability Insurence, on an occurrence basis, covering ‘Work done or tobe done by or on behalf of the Contractor and providing insurance for bodily injury, ‘personal injary, property damage, and contractual liability. The aggregate limit shall apply separately fo the Work, (Gi) Business Automobile Liability Insurance on an ocourrenee basis, covering owed, hired, and non~ ‘owned automobiles wsed by of on behalf of the Contractor and providing insurance for bodily injury, ‘property damage, and contractual liability. Such insurance shall include coverage for uninsured and ‘underinsured motorists, Gi) Worker's Compensation including Employers Liability Insurance as required by law. @) The Contractor also may be required to obtain and maintain the following policies and coverage: @ Environmental Impairment Libility Insurance should the Work involve hazardous materials, euch as asbestos, lead, fuel storage tanks, and PCBs, (i) Other Insurance by agreement between the Trustees and the Contractor. (©) Verification of Coverage. ‘The Contractor shall submit original eenifcates of insurance and endorsements to the policies “of insurance required by the Contract to the Trustees as evidence of the insurance coverage. Renewal certifications and ‘endorsements shall be timely fled by the Contractor forall coverage until the Work is accepted as complete pursuant to Article 8.01, Acceptance, The Trustees reserve the right to requite the Contractor to furnish the Trustees complet, cartfied copies of all required insurance policies. (©) Insurance Provisions. Nothing in these insurance provisions shall be deemed to alter the indemnification provisions in Article 4.07. The insurance policies shall contain, or be endorsed to contain, the following provisions. (1) For the general and automobile lability policies, the Stat of California, the Trustocs ofthe California Stato ‘University, the University, thir officers, employees, representatives, volunteers, and agents are to be covered as additional insureds, (@ For any claims related to the Work, the Contractor's insurance coverage shal be primary insurance a8 respects the State of California, the Trustees of the Celifornia Stato University, the University, their officers, employees, representatives, voluntecrs, and agents. Any insurance or self insurance maintained by the State of California, the Trustees ofthe California State University, the University, thoi officers, employees, representatives, volunteers, and agents shall bo in excess of the Coniractor’s insurance and shall no! contribute ‘with it (3) Bach insurance poticy required by this Article shall state that coverage shall not be canceled by ether the ‘Contractor or the insurance carrier, except afler thirty (30) Days prior written notice by certified mil, return reccipt requested, has been given (othe Trustees, (&) The State of California, the Trustoos ofthe California State University, the University, their officers, ‘employees, representatives, volunteers, and agents shall not by reason of their inclusion as additional insureds incur liability tothe insurance carriers for payment of premiums for such insurance, (@ Amount of Insurance, ‘() For ll projects, the insurance furnished by Contractor under this Article shall provide coverage in amounts not less than the following, unless a differant amount ia stated in the Supplementary General Conditions: ‘@) Comprehensive or Commercial Form General Liability Insurance-Limits of Liability $2,000,000 General Aggregate {$1,000,000 Fach Occurrence--combized single limit for bodily injury and property damage. i Business Automobile Liability Insurance-Limits of Liability ‘$1,000,000 Bach Accident-~- combined single limit for bodily injury and property damage to include uuninsited and underinsured motorist coverage, (ii) Workers? Compensation limits as required by law with Employers Liability limits of $1,000,000, @) For projects involving hazardous materials, the Contractor shall provide additional coverage in amounts not less thar the following, unless a different amount is stated inthe Supplementary Generel Conditions: (9 Bavironinental Inpaizment (pollution) Liability insurance-Limits of Liability $10,000,000 General Aggregate $ 5,000,000 Fach Occurrence combined single limit for bodily injury and property damage, including cleanup costs. mn to the coverage described in 4.06-d (1) (b), Business Automobile Liability Insurance, the ‘shall obtain for hazardous material transporter ecrvices (di) MCS-90 endorsement (iv) Sudden & Accidental Pollution endorsement--Limits of Liability* $2,000,000 Each Occurrence $2,000,000 General Aggregate A higher limit on the MCS-90 endorsement required by law must be matched by the Sudden & Accidental Pollution Insurance, ‘With the ‘Trustees’ approval, the Contractor may delegate the respoasibilty to provide this additional coverage, #8 deseribed in this Anicle 4.06-d (2) (b) above, to its hazardous materials subcontractor. When the Contractor returns its ‘signed project construction phase agreement to the Trustees, the Contractor shal also provide the Trustees witha leter tating that i is cequting its hazardous materials subcontractor to provide this additional coverage, if applicable, The Contractor shall affirm in this letter thatthe hazardous materials subcontractor’ cetifiate of insurance sbell also adhere to all of te requirements in Article 4,06-b: Verification of Coverage and 4.06-c: Insurance Provisions. Further, this [etter will provide that the subeontractor’s certificate of insurance will be provided to tho ‘Trustees as 900m as the Contractor fully executes its suboontraet with the hazardous materials subcontractor, or within 30 Days of the Notice to Proceed, whichever is less. © ii ‘nsurers shall be liconsed by the State of California to transact insurance and shall hold a current AM, Best's rating of ‘A:VIL ot shall bo a carrier otherwise acceptable to the University ( Subcontrastor’s Insurance. ‘Copiractor shall ensure that its subcontractors are covered by insurance of the types required by this Article, and that the amount of insurance for each aubeontcactor is appropriate for that subcontractor's Work. Contractor shall ot allow aay subcontractor to commence Work on its subeontaet until the insurance has been obtained. Only the Contractor and its hazardous materials subcontractor(s) shall have the coverage for projects involving hazardous materials as required in Article 4.06-d, Amounts of Insurance, subdivision (2). (1) Any deductible under any policy of insurance required inthis Article shall be Contractor's liability (0) Acceptance of certificates of insurance by the Trustees shall not limit the Contractors liability under the Contract, @) In he eveat the Contractor docs not comply with these insurance requirements, the Trustees may, at its option, provide jngurance coverage to protect the Trustees. The cost of the insurance shall be paid by the Contractor and, if prompt payment is nat received, may be deducted from Contract sums otherwise due tae Contractor. (4) Ifthe Trusts are damaged by the fluro of Contractor to provide or maintain the required insurance, the Contractor shall pay the Trastees forall such damages. (5) The Contractor's obligations to obtain and maintain all required insurance ate non-delegable duties under this Contract. (6) The Contractor’ liability for damages proximately caused by acts of God (as defined in Public Contract Code section 7108) and not involving Contractor negligence shall be limited to five percent ofthe Contract. 18, General Indemnity ‘Contractor shall indemnify, defend, and hold harmless the State of California, Board of Trustees of the California State University, CSU, and their respective officers, agents and employees from any and all claims and losses accruing or resulting o any other person, firm or corporation furnishing or supplying work, service, materials or supplies in ‘connection withthe performance ofthis Contract, aad frora any and all claims and losses aceruing or resulting to any ‘person, fim or corporation related to, arising out of or resulting from Contractor's performance of this Contract 19. Invi Tnvoices shall be submitted, in arrears, to the address provided in the Contact, Hach invoice must contain the Contract ‘umber and Contractor's Identification number, Final invoice shall be marked as such. Contractor shall submit invoices to CSU for payment of goods and services rendered. Unless otherwise specified, CSU shall pay properly submitted invoiees not more than 45 days after (i) CSU's acoeptance of goods; (i) the perfomance completion date of services; oF receipt of an undisputed invoice, whichever is later. Late payment penalties shall act apply to this Contraet. The ‘consideration to he paid Contractor, as described within the Contract, sball be in full compensation for all oF ‘Contractor's expenses incurred inthe performance ofthis Contract, including travel and per diet, unless otherwise expressly so provided. 20, Packing and Shipment (1) All goods are to be pecked in suiteble containers for protection in shipment and storage, and in acvordance with applicable specifications. Each container of multiple container shipment shal be identified to: {0 show the number of the container aad the total number of containers in the shipment; and (Gi) the number ofthe container in which the packing sheet has been enclosed. (2) All shipments by Contractor or its subeontractors must include packing sheets identifying: the CSU's contract number; iter number, quantity and unit of measure; part number and description of the goods shipped; end appropriate evidence of inspection, if required. Goods for different coatracts shall be listed on separate packing sheets, 21, Delivery ‘Contractor shall siitly adhere to the delivery ard completion schedules specified in this contract. Time, if tated a8 a ‘namber of days shall mean calendar days unless otherwise specified. ‘The quantities specified herein are the only {quantities required. If Contractor delivers in excess ofthe quantities specified herein, the CSU shall not be required to ‘make any payraent for the excess deliverables, and may return them to Contractor at Confractor’s expense or utilize any ‘other rights available t the CSU at law o in equity 22, Substitutions Substitution of Delivernbles may not be tendered without advance written consent ofthe CSU. Contractor shall not tse any specification in liew of those contained i the Contract without written consent of the CSU. 23, Inspection, Acceptance and Rejection ‘Unless otherwise specified in the Statement of Work all deliverables may be subjeot to inspection and test by the CSU, 24, Taxes, Fees, Expenses, and Extras (@) Contractor eerifics that it shall comply with all California Sale and Use Tax requirements. Articles sold 1o CSU are ‘exempt from certain Federal Bxcise Taxes. CSU wil fumish an exemption cetificate oa request, (@) Unless specified otherwise, prices quoted shall inchude ell required and applioable taxes, {@) No charge for delivery, drayage, express, parcel post, packing, cartage, insurance, license fes, permits, cost of bonds, or for eny other purpose will be pid by CSU unless expressly included and iemized in the Contract, Unless otherwise 6 indicated on the Purchase Order or Contract, on "FOB Shipping Point" transactions vendor shall arrange for lowest cost transportation, prepay, add freight to invoice, and furnish supporting freight bills over $50. On "FOB Shipping Point" transaotions, should any shipments under this Contract be received by CSU in ¢ damaged conxition and any related freight loss and damage claims filed against the carrie or carriers by wholly or partially declined by the carrier oF ccariers with the inference that damage was the result ofthe act of the shipper, such ns inadequate packing or loading or ‘some inhoront defect in the equipment and/or materiel, veedor shall, at its own expense, assist CSU in extablishing courtier liability. (6 Contractor caries it will immediately advise CSU of any change in its retailers seller's permit oreestification of registration or applicable affiliates sellers permit ar certificate of registration. 25, Electronic Software Tax Liability ‘Contractor further agrees to deliver purchased software solely in an intangible form and via electronic means. Contractor shall be responsible for ensuring thet the software is not delivered to the CSU in tangible form, and shall defend and indemnify the CSU for any and all tax Hability resulting from Contractors failure to deliver the software as required by this Agreement, 26, Document Referencing Ail correspondence, invoices, bills of lading, shipping memos, packages, etc, most show the Contract mumber, If factory ‘shipment, the factory must be advised to comply. Lavoices not properly identified with the Contract number and ‘Contractor identification number may be retumed to Contractor and may cause delay in payment 27. Patent, Copyright, and ‘Trade Sceret Indemnity (@) Contractor stall indemnify, defend, and hold harmless the State of California, Board of Trustees of the California State University, CSU, and thei respective officer, agents, and employees (collectively referred to ax CSU), from any and all third perty claims, costs (inclading without limitation reasonable attomeys" fees) and losses for infringement of violation of any Intellectual Property Right, domestic or foreign, by any product or sevice provided hereunder. With respect to claims arising from computer Hardware or Software manufactured by third party and sold by Contactor as a reseller, Contractor will pass through to CSU, in addition to the foregoing provisioa, auc indemnity sights as it rece fiom such third party (“Third Perty Obligation”) and will cooperate in enforcing them; provided tha ifthe hid party ‘manufacturer fails lo honor the Thisd Party Obligation, Contractor wll provide CSU with indemnity protection. (@) CSU will notify Contractor of such cluim in weting and tender its defense within a reasonable time; and i) Contractor will control the defense of aay aotion on such claim and all negotiators for its settlement or ‘compromise excopt whan substatial principles of government or public Taw ae involved, when litigation might create procedent affecting futuro CSU operations or lability, or when involvement of the CSU is ‘otherwise mandated by la. In such case no settlement shall be entered into on behalf of CSU without CSU's written approval. 1) Contractor may be required to furnish CSU a bond against any and all loss, damage, oosts, expenses, claims and lability for patent, copyright and trade sere! infkingement «) Should the Deliverables or Software, othe operation thereof, become, or in the Contactor's opinion ae likely to ‘become, the subject ofa claim ofinfkingement or violation of Intellectual Property Right, whether domestic or foreign, ‘CSU shall permit Contractor at its option and expens ether to procure for CSU the righ o contin using the Deliverables or Software or to replees ot modify the same so they become non- infringing, provided they comply with Contract and performance requirements and/or expectations. If neither option can reasonably practicable or if the use of such Deliverables or Software by CSU shall be prevented by injunction, Contractor agrees to take back such Dotiverables or Software and use its best offor to assist CSU in procuring substitute Deliverables or Software at CCoriractors cost and expense. If, inthe sole opinion of CSU, the return of such infFinging Deliverables or Software ruakes the retention of other Deliverables or Software acqited from Contractor under this Contract impracticable, CSU Shall thea have the option of terminating this Contract, or applicable portions thereof, without penalty or termination charge. Contactor agrees to take back such Deliverables or Software and refund any sums CSU paid Contactor less any zeascnable amount for use or damage. (6 Contractor certifies it has appropriate systems snd contcos in place to ensure State funds will notbe used in the performance ofthis Contract for te acquisition, operation or maintenance of computer Software in violation of copyright laws, 28, Rights in Work Product ‘@) All inventions, discoveries, intellectual property, technical communications and records originated or propared by CContrector pursuant to this Contract, including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including Contractor's administrative communications and records relating to this Contract (Gollectively, the "Work Product), shall be Contractor's exclusive property. ‘The provisions of this sub-section a) may be rovised in a Statement of Work. 29, Examination and Audit For contracts in excess of'$10,000, Contractor shal be subject to the examination and auclit by (a) the Office of the University Auditor, end (b) the Burean of State Aust, for a period of three (3) yeers after final payment under the Contact. The examination and sudit shall be confined to those matters connested with the performance of the contract, including, but not limited to, the costs of administering the Contract. Note: Authority Cited: Government Code Section 8546.7; Education Code Section 89045(c&td), respectively. 30. Dispute "Any dispute arising under or resulting from this Contact chat isnot resolved within 60 days of time by authorized representatives of Contractor and CSU shall be brought to the attention of Contractor's Chief Executive Officer (or designee) and CSU’s Chief Business Officer (or designee) for resolution. Either Contractor ar CSU may request thatthe ‘CSU View Chancellor, Business and Finance (or designee) participate in the dispute resolution process to provide advice regarding CSU contracting policies and procedures If this informal dispute resolution process is unsuccessful the ‘parties may pursue all remedies not inconsistent with this Contract. Despite au unresolved dispute, Contractor shall ‘continue without delay in performing its responsibilities under this Contract. Contractor shall accurately and adequately document all service it has performed under this Contract. 31. Conflict of Interest ‘CSU requires a Statement of Economic Intorosts (California Form 700) tobe filed by any Consultant (or Contractor) ‘who is involved in the making or perticipation in the making of decisions which may foresceably have a material effect ‘on any CSU financial interest 32, Endorsement ‘Nothing contained in this Contract shall be construed as conferring on any party, any right to use the other party's name as an endorsement of product/service or to advertise, promote or otherwise market any product or service without the prior written consent of te other party. Furthermore nothing in this Contract shall be ccnstrued as eadorsement of any ‘commercial produet or service by the CSU its officers or employees 33, Covenant Against Gratuities Contractor shall warrant that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by Contractor, or any agent or representative of Contractor, fo ay officer or employee of CSU with a view toward securing the Contract or securing favorable treatment with respect to any determinations conesming the performance ofthe Contract. For breach or violation of this warranty, CSU shall have the right to terminate the Contract, either in whole or in pat, aod any loss or damage sustained by CSU in procuring om the open market any items that Contractor agreed to supply shall be borne and paid for solely by Contractor. CSU’s rights and remedies provided in this clause shall not be ‘exclusive end are in addition to any other rights and remedies provided by law, equity or under the Contact. 34, Nondiscrimination (@) Dating the performance of this Contract, Contractor and its subcontractors shall not unlawfully diseriminat, harass oF allow harassment, against any eraployee or applicent for employment because of sex, sexual orientation, race, color, ancesiy, religious creed, aationa origin, disability (including HIV and AIDS), medicel condition, age, marital stats, and denial of family care eave. Contractor and subcontractors shall insure tha the evaluation and treatinent of their employees and applicants for employment are free from guch discrimination and harassment. (& Contractor and subcontractors shall comply with the provisions ofthe Fair Employment and Housing Act (Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, ‘Title 2, Section 7285.0 et seq.). The applicable regulations ofthe Feir Employment and Housing Commission {implementing Government Code Section 12990 (a), st forth in Chapter § of Division 4 of Tite 2 of the California Code of Regulations are incorporated into this Caniaet by reference and made a part hereof as if set forth in fll. 8 Contractor and its subcontractors shall give written notice of their obligations under this clause to Iabor organizations with which they have a collective bargaining or other agreement. (©) Contractor shail include the nondiserimination and compliance provisions of this clause in all subcontracts to perform work under the Contract 35,Compliance with NLRB Orders ‘Conteactor declares under penalty of perjury under the laws ofthe State of California that no more than one final, ‘unappealable finding of contempt of court by a federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a federal court to comply with an ‘order of the National Labor Relations Board. Note: Cite Authority: PCC 10296 36, Drug-Free Workplace Certification Contractor certifies that Contractor shall comply with the requirements of the Drug-Free Workplace Act of 1990 end shall provide a drug-free workplace by taking the following actions: (2) Publish e statement notifying employees that ualawfal manafacture, distribution, dispensation, possession, or use of & controlled substance is probibited and specifying actions to be taken against employees for violations (b) Hstablish a Drug-Free Awareness Program to inform employecs about all ofthe following: (0 the dangers of drug abuse in the workplat {i the person's or organization's policy of maintaining a drug-free workplace; (Gi) any available counseling, rehabilitation and employee assistance programs; and, (iv) penalties that may be ‘imposed upon employees for drug abuse violations. (6) Provide that every employee whio works on the proposed o resulting Contract: @ will receive a copy of the company's drug-free policy statement; and, i) will agree to abide by the terms of the company’s statement as a condition of employment on the Contrect Note: Authority Cited: Goverment Code Section 8350-8357. 37. Forced, Convict, Indentured and Child Labor By accepting a contract with CSU, Contractor: (@) Certifies that no equipment, materials, or supplies furnished to CSU pursuant to this Contract have been produced in ‘whole or in part by sweatshop labor, forced labor, convict Iabor, indentured labor under ponal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, ar with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, ‘Contractor further cetifes it will adkere tothe Sweat fiee Code of Conduct as se forth on the California Departinent of Tadustral Relations website located at http://www dir.ca.govl, and Public Contract Code Section 6108, (b) Agroce to coopecat fully in providing reasonable access fo its records, documents, agents or employees, or premises if reasonably roquired by authorized officials of the State, the Department of Industrial Relations, or the Department of Justice to determine Contractor's compliance with the requirements under paragraph (a. 238, Recycled Content Certification Contractor shall cotifyin writing the tinimum, ifuot exact, percentage of postconsumcr material as defined in Public Contract Code Section 12200, i products, materials, goods, or supplies offered o sold to CSU rogardles whether the product meets the roquromenis of Section 12209. With respect to printer or duplication carvges that comply with tho quirements of Section 12156(6), the catfication required by this subivsion shall specify that the cactridges 0 comply (PCC 12205). 39, Child Support Compliance Act For any contract in excess of $100,000, Contractor acknowledges in accordance with Public Contract Code Section, 7110, that: (@ Contractor recognizes the importance of child end family support obligations and shal flly comply with all applicable sate and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) ‘of Patt 5 of Division 9 ofthe Family Code; and (8) Contractor, tothe best of its knowledge, i fully complying with the earings assignment orders ofall employees and is ‘providing the names of ell now employees to the New Hire Registry maintained by the California Employment evelopinent Department. 9 40, Americans with Disabilities Act (ADA) Contractor warrans that it complies with California and federal disabilities lnws and regulations. (Americans with Disabilities Act of 1990, 42 U.S.C. 1210 let seq). Contractor hereby warrants the products or sarvces it will provide ‘under this Contract comply with the accessibility cequiremtents of Section 508 of the Rehabilitation Act of 1973, a8, amended (29 U.S.C. 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, Part 1194, Contractor agrees to promptly respond to and resolve any complaint regarding accessibility ofits products or services. Contractor further agrees to indemnify and hold harmless CSU from any claims arising out of Contractor's failure to comply with the aforesaid requirements, Failure to comply with these requirements shall constitute a material breach of this Contract. 41. Expatriate Corporations Contractor declares and certifies that i is not and expatriate corporation, and is not prechuded from contracting with CSU by The California Taxpayer and Sharcholder Protection Act of 2003, Public Contract Code Section 10286, ot soa, 42, Citizenshlp and Pulte Benefits Tf Contractor is a natural person, Contractor certifies he or she isa citizen or national of the United States or otherwise qualified to receive public benefits uader the Personal Responsibility and Work Opportunity Reconciliation Act of 1996 (PLL. 104-193; 110 STAT.2105, 2268-69). 43. Loss Leader Contractor certifies and declares i is not engaged in business within this State of California to sell or use any article ot product as a "loss leader” as defined in Section 17030 of the Business und Professions Code. Note: Authority Cite: (PCC 12104.5(0)) 44, DVBE and Small Business Participation (2) T¢Contractor has committed to achieve small business (SB) participation it shall, within 60 days of roceiving final jpayinent under this Contract (or within such other time period as may be specified elsewhere in this Contract), report fo su: (1) the name and address of the $B(6) who participated in the performance of the Contract; {Q) the total amount the prime Contractor received under the Contract; and @) the amount each SB received from the prime Coniractor.(Govt. Code § 14841.) (b) lf Contractor has committed to achieve disabled veteran business enterprise (DVBR) participation, it shall, within 60 |esuodsau pig ous Gulubys Ag :NOWYIISLAD aay | Bepoes | Syd Deo [BuO 2039A0"¥SAN ‘SupPH ERTS aqui aj H GKINA BOGS seas | pos ucts) | papvandsponbsopawaynduey fas‘ ore YD say obeauinens “uncag etn au DERUD|NS AieSs998U j] S920 sevonppe yeny) TeAUOD si4p 19} SIOIDENUODGAS [fe ISI @SIMLOUAD *mOIOG VOHLe>YRIED 0} GiyS“Pasn aq jIJm SIOIVERUODGNS OU J] “Z WIN — on 524 cfanien pue Anuenb) equ0d sIYs ut paprneid quauidinbs atp jo 9615 3588] 12 wine Aueduso> anof seop e1uay 1uausdinba Sepn}rut eNUO> aM Jt (2) on — 594 z1va6e10 x09019 enoK xy (1) "FBACPayMsad eIwojIeD eae MOK! > ‘A1ess209U se si294s EUoLppe B67] {> “wuopsod jm uy Nok saa} UES PAIDUIOS Uy ABUIPL ‘aeis aun 01 sionpoud axp sanyop ja .etp SapaIYOA UReLiOdsueN tA SUMO Udy INOK 1 BEI "HY aNOK Aq pa2npo.d siznpoid pasodoud a\A 35)" pesto? 542 W] uuoLad [Ia TF ZTER OM Jo IUDLHD]® DUAS|P ap aTeDIPU'SEK yf) ON 9A Z1DUNUOD sty 104 PasN-2q SIOIIENUOAGNS NM “A (@@ wou 01 06;2u0 N33) —— 2uON 10 1ANQYSAN‘8S “EW (sJuone>uE2 eIwioyHeD waLIN> ARUaP| “e :{uuoy siya go oR }dwo> 03 oud suorIaniasul woRELePad JeppIE PayPERE ME;NDY) UONELLO}L} JOPPIG AUN) —“L NOLLWay1230 yaaaia Cores naguiny wosees amc maunrony ns jana owausteag—eLegID BES *Aupuoe,— jo— ag, a anaes pur afd on jouinsog are woneDYEAID am Prag ts reeouppe pene bessoauy -sonensogs “Supaud aq ue (ne ue sag quot ‘woante- aaprara ag eueaeyansapey aenag ace aes au EWE, ndadesaREUDSEs Ou) -Z es openonrs iu 0 ayo SHR 24 poppy euinb a renin Dae en pd fan (OFS FORTIER sen saw ga UEHARA UE) oes au esse enn (00203800 YSAN 5B BORED WD saipe ag ue ney pessape a —SHppY HOU @ ssp eDONUENNS sanemoats esjaauap pms} —equmyany p oquny aay ‘Yong nosey ung sepRNUEES srpqeruuneynian)2 -eoesepagzappyd am adn nu pg as Gorngasiay mn) Seppo TY suojjona3sul NOLLVYV1II0 YaGala (CSU GENERAL PROVISIONS FOR ACQUISITION OF GooDs Revised 10/19/14 CSU GENERAL PROVISIONS FOR ACQUISITION OF GOODS Revised 10/15/14 1, Commencement of Work... 2. Contract Atrio et a 3. Severability. 4. Independent Status... 5. Governing Law... 6. Contractor's Power en Authority 7. Assignments 12. Approprition of Funds... 13, Cancellation. 14, Termination for Default 15, Rights and Remedies of CSU for Default. 16. Warranty Y7-Insorance Requirements 18, General Indesmity 19. Invoices. 20. Packing and Shipment. 21, Delivery. 22, Substirwions, 23 Taspection, Acceptance ad 24. Taxes, Fees, Expenses, and Extras 25, Electro Softwace Tax Liability. 26, Document Referencing 21, Patent, Copyright, and ‘Trade Seoret Indemnity. 28, Riphts in Wark Produ nsesnsnsnnnnn 29, Bxsmination and Audi. 30. Dispute... 31. Confit of interest. 32. Endorsement, 33. Covenant Agninst Gratuities, 34. Nondiserimination. 35. Compliance with NLRB Orders. 36. Drug-Free Workplace Cenifcation. 31. Force, Conviet, Indentured and 38. Recycled Content C 39, Child Support Compliance Act... 40, Americans With Disabilities Act (ADA), 41. Expatiato Corporation 42, Citizenship and Publi 43. Loss Leader. 44, DVBE and Small Business pation. 45. Debarment and Suspension... iid Labor. Benefits. CSU GENERAL PROVISIONS FOR ACQUISITION OF GOODS Revised 10/15/14 4, Commencement of Work Contractor shall not commence work under the Contract until Contractor has received «fully exeouted Contract and been given written approval to procood. Any work performed! by Contractor prior to the date of approval shall be considered as having been performed at ‘Contractor's own risk and a a volunteer 2, Coneract Alterations & Integeation ‘No alteration or variation of the Contact shall be valid unless made in waiting and signed by the parties hereto, and no oral ‘understanding or agreement not incorporated in writing in the Contract shal! be binding on say of the partis hereto. 3, Severabllity Contractor and CSU agree that if any provision ofthis Contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Contract hall remain in full froe and effect. Fither party having knowledge of such tem ot provision shall promptly inform the other of its presuned non-applicabilty of such provision. Should the illegal ar unenforceable provision be a material or essential term of the Contract, the Contract shall be terminated in a manner commensurate with the interests ‘of both parties, o the maximum extent reasonable. Independent Status Contractor and its employees and agents, and subcontractors in the performance ofthis Contract, shall actin ax independent capacity ‘and not a5 officers, employees or agents of CSU or the State of California. While Contractor may be required by this Contract io carry ‘Worker's Compensation Insurance in io event shall Contractor and its employees and agents by entitled to unemployment or workers’ compensation benefits from the CSU, a Governing Law To the extent not inconsistent with applicable Fexeral law, this Contract shall be construed in accordance with and govemed by the laws of the State of Califor, 6. Contractor's Power and Authority Contractor warrants it has fll power snd euthority to enter into this Contract and will hold CSU harmless ftom and against any los, ost ibility, and expense including reasonable attorney fees) arising out of any breach ofthis warranty. Further, Contractor shall nok fener into any arrangement, agreement or contract with any third party that might abridge any rights of the CSU under this Contract. 1. Assignments CCoatractor shall nat assign this Contract, either in whole orn part, without CSU's writen consent, which will not be unreasonably withheld, Personnel Contractor shal give its personal atention to the performance of the Contact and shall make every elfort consistent with sound ‘business practices fo honor CSU's roquests regarding Contractors assignment of is employees. However, Contactor maintsins the sole right to determine tho assignment of its employees in order to keep all phases of work under its control. [fan employee of Contractor is unable to perform due to ilies, resignation or other factors beyond Contractor's eontrol, Contractor shall se its best effort to provide suitable substitute personel. 9, Walver of Rights ‘Any action ot inaction by CSU or the failure of CSU on any occasion to enforce any right or provision of this Contract shall not bea ‘waiver by CSU ofits rights hereunder and shall not provent CSU from enforcing such provision or ight ou aay fiture occasion, CSUs rights and remedies provided inthis Contact shall not be exclusive and are in addition to any other rights and remedies provided by law. 10.Time ‘Time is ofthe essence inthe performance ofthis Contract, 11, Entire Contract “This Contact ses forth the ere agreement between the partes with respect to the subject mater hereof and shall govern the respective duties and ebigations of each party. (CSU GENERAL PROVISIONS FOR ACQUISITION OF GOODS ‘Rovised 10/15/14 12, Appropriation of Funds (@) Ifthe teem of this Contract extends into fiscal years subsequent to that in which it is approved such continuation of the Contract is subject to the aproptiation of finds fr such purpose by he Legislature. IF funds to effect such continued payment are not ‘appropriated, Contractor agrees to take back any commodities fumished under the Contract and not yet paid for by CSU, terminate any fiture services and commodities to be supplied tothe CSU under the Contract, and relieve the CSU of any further obligation therefore. (8) CSU agrees that ifprovision (a) above is involved, commodities stall be retmed to Contractor in substantially the same condition in ‘which thay were delivered, subject to normal wear and ter. CSU further agrees to pay for packing, crlin, transportation to Coaitsctor's nearest feclly and fr reimbursement to Contractor for expenses incutred for its assistance in sueh packing and crating. 13. Cancellation ‘CSU has the right to cancel this Contract at any tine and without future financial obligation upon thirty (30) days writen notice to Contractor, 14, Termination for Default ‘CSU may terminate the Contract and bo relieved of the payment of any consideration to Contractor should Contractor fail fo peeforrn ‘the covenants herein contained atthe time and inthe manner herein provided. Inthe event of such termination, the CSU may proceed ‘with the work in any manner deemed proper by the CSU. Tie cost to the CSU shall be deducted from any sum due the Contractor tnder the Contract, andthe balance, i ny, shall be pad the Contractor upon demand, 15, Rights and Remedies of CSU for Default (a) In the event aay Deliverables furnished or services provided by Contractor inthe performance ofthis Contract should ft to conform ta the requirements herein, or tothe sample submitted by Contractor, CSU may reject the same, an i shal! thereupon bocome ‘Conitocter’s duty to forthwith reclaim and remove all nonconforming deliverables and eorrect the performance of services, without ‘expense to the CSU, and to immediately zeplace all such rejected items with others conforming tothe specifications or samples, ‘Should Contractor fil, neglect, or refese to do 0, CSU sll thereupon have the right, bat not the obligation, to purchese inthe open rmatket, in lieu thereof, a corresponding quantity of any such items and to deduct the cost of such cover from any moneys due or that may thereafter became due to Contractor (Inthe event Contractor fils to make prompt delivery of eny item as specified in the Contract, the same conditions as to CSU's right, ‘but net obligation, to purchase in the open market and roceive reimbursement from Contractor, as set fort in (), above shall apply. (© athe event the CSU terminates this Contract, either in whole or in pat, for Contractor's default or breach, Contracior shall ‘compensate CSU, in addition to any other remedy CSU may have available tit, fr ny loss or damage sustained and cost incurred by the CSU in procuring any items that Contractor agreed t0 supply. (@) CSU's rights and remedies provided above shall nt be exclasive and sal be in addition to any other rights and remedies provided by law, equity or this Contract. 16. Warranty (Contract: warrants that (9 Deliverables and services furnished hereunder will eanform tothe requirements ofthis Contract (including, ‘without Limitation, all descriptions, specifications, end drawings identified in the Statement of Work), an (il) the Deliverables will be fice from defecs in materials and workmanship. Where the partes have agreed to design specifications inthe Statement of Werk directly cr by reference, Contractor warrants the Deliverables shall provide all functionality require thereby. In addition tothe other ‘yarrantes set forth herein, where the Contact calls for delivery of Commercial Software, Contractor warrants such Software shall perform in wcordance with its Hieense and accompanying Documentation. CSU's approval of designs ar specifications furished by Contractor shal not relieve Contractor of its obligations under this warrant. () Contractor warrants that a the time of delivery, deliverebes (i shall be ffes of harmful code (i.e. computer viruses, worms trap doors, time bord, disabling code, or any sittlat malicious mechanista designed to interfere with the intended operation of or eause damage to, computers, daa, o software); and (i) shall not inFinge o violate any USS. Intellectual Property Right, Without iting the tremerlty of the foregoing, if CSU believes harmful code may be preseat in any Commercial Software delivered, Contractor shall, ‘pon CSU's request, provide a master copy of the Software for comparison and correction. (¢) Unless otherwise specified inthe Statement of Work: (i Where Contractor rsels Hardware oc Softwate it purchased from a third party, ad suck thid party offers ‘additional or more advantageous warranties than those set forth herein, Contrctor shell passthrough any such warrentes to CSU and shall cooperse in eaforeing them. Such warranty passthrough shall be supplemental o, and not relieve Contractor from, Contractor's ‘warcanty obligations set forth above. (@) All warantes, ineluding special warranties specified elsewhercheccin, shall inure to CSU, its sucessors assigns, customer agencies, ‘and other governmental users of the Deliverables or services. CSU GENERAL PROVISIONS FOR ACQUISITION OF GOODS Revised 10/15/14 17. Insurance Requirements “The Contractor shall not commence Work until it has obtained all the insurance required inthis Contact, and such insurance has been approved hy the @ (1) The Contracor shall obtain and maintain the following policies nd coverage ‘miprehensive or Comuneccial Form Cleneral Liability Insurance, onan ocoustence bess, covering, Work cone orto be done by or on bchelf ofthe Contractor and providing insurance for bodily injury, persona injury, property damage, and contracral ability. The aggregate limit shall apply separately to the Work, (i) Business Automobile Liability Insuranee on an occurrence bass, covering owned, hired, nd non-owned ‘automobiles used by or on bebalf ofthe Contractor and providing insurance for bodily injury, property damage, and contractual ibility. Sues Insurance shall include coverage for uninsured and underinsured motorist Workers Compensation inckading Employers Liability Insurance as required by law, @ The Contractor also may be required to obtain and maintsin the following policies and coverage: {@ Environmental Impairment Liability Insurance should the Work involve hazardous matsils, such as asbestos, lead, uel storage tanks, end PCBs. (i Other Insurance by agreement between the Trustees and the Contractor. (b) Verification of Coverage, The Contractor shall submit original certificates of insurance and endorsements to the policies of insurance ‘required by the Contract to the Trustees as evidence ofthe insurance coverage. Renewal ceifiations and endorsements shall be timely filed by tho Conttetor forall coverage until the Work i accepted as complete pursuant to Article 8.01, Acceptance, The ‘Trustees reserve the right to ree the Contractor to furnish the Trustees complete, catfied copies of ull required insurance policies, (© Insurance Provisions, Nothing in these insurance provisions shall be deemed to alter the indeonfication provisions in Anicle 4.07. ‘The insurance policies shall canta, or Be endorsed to contain, the following provisions. ‘() For the goueral and automobile liability policies, the Stato of California, the Trustes of the California State University, the University thei officers, employees, representatives, volunteers, and agen are tobe covered as addtional insureds. (©) For any claims related tothe Werk, the Contractor's insurance coverage shal be primary insurance as respects the State of California, the Trustees ofthe California State Usiversity, the University, their offices, employces, representatives, volunteers, and agents. Any insurance or sol-insuranee maintained by the State of Calfomia, the Trustes ofthe California State University te University, their officers, employess, representatives, volunteers, snd agents shall be in excess ofthe Contractor's insurance and skal not contribute with it. (2) Bech insurance policy requted by this Artie shal stat that coverage shall not be canceled by either the Contractor or the insurance earrier, except afer thity (30) Days prior written notice by certified mail retum receipt requested, has beea given tothe Trustees, G) The State of California, the Trustees ofthe California State University, the University, their officers, employers, representatives, ohinteers, end agects shall not by roaso of their inclusion as additional insureds incur lability to the insurance carvers for payment of premiums for such insurance, @ n (1) For all projects, the insurance furnished ly Contractor under this Article shall provide coverage in amounts not Less then the Tollowing, unless a different sanoust is stated inthe Supplementary General Conditions: {@) Comprehensive or Coramercial Form General Liability Insurance--Limits of Libility {92,000,000 General Ageregate {$1,000,000 Fach Ocourrenee--combined single limit for bodily injury and property damage (i Business Automobile Leblity Insurance-Limits of Linbiity ‘$1,000,000 Fach Acoident-- combined single limit fo bodily injury and property damnage to include tuiderinsured motorist coverage. (ji) Workers* Compensation limits as required by law with Empioyers Liability limits of $1,000,000. (2) For projects involving hazardous materials the Contractor shall provide additional coverage i amounts not less than the following, ‘unless a different amount is stated in the Supplementary General Conditions {() Environmental Impairment (potlution) Liability Insurance-Limits of Lisbility {$10,000,000 General Ageregate $5,000,000 Each Occurrence-~ combined single limit for bodily injury and property damage, including cleanup costs i) In adition tothe coverage deseribed in 4.06-< (1) (6), Business Automobile Liability asurance, the Contractor ured ond 5 CSU GENERAL PROVISIONS FOR ACQUISITION OF GOODS: ‘Revised 10/15/14 stall obtsin for hazardous meteril transporter services: (Gi) MCS-90 endorsement {Gv Sudden & Accidental Pollution endorsement $2,000,000 Fach Occurrence $2,000,000 General Aggregate A higher limit oe the MC8-90 endorsement required by lay mast be matched by the Sudden & Accidental Pollution insurance. ‘Wilh the Trustees’ approval, the Contractor may delegate the responsibilty to provide this aditional coverage, as described in this ‘Aicle.06-d (2) (0) above, to its hazardous materials subeontactor. When the Contractor retuns its signed project contraction phase ‘agreement tothe Trustees, the Contractor shal also provide the Trustees with a letter stating that itis requiring its hazardous materials ‘Subcontractor to provide this additional eoverage, if applicable, The Contractor shal affine in tis Ketter that the hazardous materials subcontractors certificate af insurance shall also adhere fo all of the requsements in Article 4.06-b: Verification of Coverage and 4.06 1 Esurance Provisions, Further, ths eter will provide thatthe subcontracto's certificate of insurance will be provided tothe Trustees ‘as soon a the Contractor Fully executes its subcontract wit the hazardous matetials subcontractor, or within 30 Days of the Notice to Proceed, whichever is less. Jimits of Liability (© Acceptability of insurers Tnsures shall be licensed by the State of California to transact insurance and shall hold a curcent A.M, Best's rating of VIL, or hall ctor shall ensue tat its subcontractors are covered by insurance ofthe types required by this A:tcf, and that the amount of| insurance foreach subcontractor is appropriate fr that subcontractor's Work. Contractor shall not allow any subcontractor to ‘commence Work on its subcontract until he insurance has been obteined. Only the Contractor and its hazardous materials sbcontractor(s) shall ave the coverage for projects invalving hazardous materials as required in Article 4.06-d, Amounts of Insurance, subdivision (2). (@) Miscellaneous. {G) Any deductible under any policy of insurance requited in this Article shall be Contractor's liability {) Acceptance of certificates of insurance by the Trustees shall not mit the Contractors ability under the Contract, {6) la the event the Contractor does not comply with these insurance requirements, the Trustees may, a its option, provide insurance coverage to protect the Trustees. The ost ofthe insurance shal be paid by the Contractor and, if prompt payment is not recived, may bbe deducted fiom Contract sums otherwise duc the Contractor. (4) I the Trustees are damaged by the fsiture of Contractor to provide or maintain the requiced insurance, the Contractor shall pay tho “Trustees for all such damages, (5) The Contractor's obligations to obtain and maintain all requted insurance are noe-delegable duties under this Contras (6) The Contractor's lability or damages proximately caused by acts of God (es defined in Public Contract Code section 7105) and not involving Contractor negligence shall be limited to five percent ofthe Contact. 18.General Indemnity “Contractor shall indemnify, defend, and hold harmless the State of California, Board of Trustees ofthe California State University, (CSU, and ther respective officers, agents and employees from any and all claims and losses accruing or resulting to any other person, firm or corporation fumishing or supplying work, service, materials or supplies in conneetion with te performance of this Contract, ‘nd from any and all eleims and losses accruing or resulting to any person, frm or eorporaticn related to, arising out of o resulting from Contractor's performance of this Contract. 19. Invoices Invoices shall be submited, in arrears, to the address provided inthe Contact, Bach invoice must contain the Contract number and Contractor's Identification ruber. Final invoice shall be marked as such, Contractor shall submit invoices to CSU for payment of goods and serves rendered. Unless otherwise specified, CSU shall pay propery submitted invoices not more then 45 days after () CSU's acceptance of goods (i) the performance completion date of services or (i) receipt ofan undisputed invoice, whichever is Tater. Fate payment penalties shall not apply to this Contract. The consideration tobe psid Contractor, as desorbed within the Contract, shall bein fll compensation forall of Contractor's expenses incurred in the performance of this Contract, including travel and per dice, unless otherwise expressly s0 provided. CSU GENERAL PROVISIONS FOR ACQUISITION OF GOODS Revised 10/15/14 20, Packing and Shipment (AIT goods ae to be pecked in suitable containers for protection in shipment and storage, and in accordance with applicable specifications, Etch container of a multiple container shipment sll be identified to: {() show the number ofthe container and the total number of contsiners inthe shipment; and {Gi the number of the container in which the packing sheet has been enclosed, (2) All shipments by Contractor or its suboonteectors must inchude packing sheets identifying: the CSU's contact number; item number; ‘quantity and unit of mesure; part number and description of the goods shipped; and appropriate evidence of inspection, if required. Goods for different contracts shall be listed on separate packing sheets 21. Dalivery ‘Conitacior shall strictly adhere tothe delivery and completion sshedules specified in this contrac. Time, if stated es a number of days shall mean calendar days unless otherwiso specifiod. The quantities specified herein are the only quantities required. If Contractor Gelivers in excess ofthe quanites specified herein, the CSU shall not be required to make any payment fr the exces deliverables, fd may return them to Contractor at Contractor's expense or utilize any ober rights availble to the CSU at lew or in equity. 22, Substitution Sabstittion of Deliverables may not botendeced without advance written consent ofthe CSU, Contractor shall not use any specification in Ke of those costained inthe Contact without written consent ofthe CSU. 23, Inspestion, Acceptance and Refection ‘Ualess otheroise specified inthe Statement of Work all deliverables may be subject to inspection and test by the CSU, 24, Taxes, Fees, Expenses, and Extras (@ Contractor eeetifies that it shall comply with all California Sale and Use Tax roquremens, Articles sold to CSU are exempt from certain Foderal Excise Texes, CSU wil fumich an exemption cetificate on request. (b) Unless spocited otherwise, prioes quoted shall include al required and applicable taxes. {@) No charge for delivery, drayage, expres, parcel post, packing, cartage, insarance, license fees, permits, cost of bonds, or for any other parpese will be paid by CSU unless expresly included and itersized inthe Contract. Unless otherwise indicated on the Purchase Order fr Contract, on "FOB Shipping Poiat” transactions vendor shall arrange for lowest cost transportation, prepay, add eight to invoice, tnd furnish supporting eight bills over $30, On "FOR Shipping Point ransactions, should any shipments under this Contact be received by CSU in a damaged condition and any related freight loss and damage claims fled against the cazrer or carriers by wholly ‘or partially declined by the earier or cariers with the inference that damage was the zesult of the act ofthe shipper, such as inadequate pecking o loading or some inherent defect in the equipment and/or material, vendor shal, at its ovm expense, assist CSU in establishing carrier ibility (a) Contractor centfies it wil immediately adviso CSU of any change in is retailers seller's permit or certification of registration or applicable alfliate’s sellers permit or certificate of registration. 25, Hloctronle Software Tax Liability ‘Contcactor further agrees to deliver purchased software solely in an intangible form and via electronic means. Contractor shall be responsible for ensuring that the sofware isnot delivered to the CSU in tangible form, and shall defend and indemnity the CSU for any and all ax liability resulting from Contractors failure to deliver the software as required by tis Agresment 26, Document Referencing ‘All correspondence, invoices, bills of lading, shipping memos, packages, etc, must show the Contrat number If factory shipment, the Tctory must be advised to comply. Invoices not properly identified with the Contract umber and Contractor identifiestion number may be retitned to Contractor and may cause deley in payment CSU GENERAL PROVISIONS FOR ACQUISITION OF GOODS "Revised {0/15/34 27, Patent, Copyright, and Trade Secret Indemnity G) Contrastor shal indemnify, defend, ad hold harmless the State of California, Board of Trustees of the California State Unk CSU, and thelr espective officers, agents, and employees (collectively refered to as CSU), from any and al hid party cla {including without liitation reasonable atomeys’ fees), and losses for intingement or violation of any Intellectual Property Right, Comestic or foreign, by any prodact or service provided hereunder. With respect to claims arising from computer Hardware oF ‘Software manufactered by a tied party and sold by Contractor asa reseller, Contactor will passthrough to CSU, in addition t the Foregoing provision, such indemnity rights as it recelves from such third party (“Third Party Obligation") ané will eooperats in cavforcing them, provided that ifthe tied party manufeoturer fils to honor the Third Party Obligation, Contractor will provide CSU with indemnity protection 1G) CSU will notify Contractor of such claim in writing an tender its defense within a reasonable time; and {4i) Conteacor wll control the defense of eny action on such claim and all negotitions for its settlement ar compromis ‘except when substantial principles of government or public law are invaived, when litigation might erate prevedent “affecting future CSU opecttions or liability, or when involvement ofthe CSU is otherwise mandated by law. In ach ‘pase no settlement shall be entered into on bebalf of CSU without CSU's written approval 1) Contractor may be required to furnish CSU a bond ageins! any and al los, damage, costs expenses, claims and lsbity for patent, ‘copyright and trade secret infringement. «) Should the Deliverables or Software, ofthe operation thereof, become, a in the Contactors opinion are likely to become, the subject ‘of aclazn of initingement or violation ofa Intellectual Property Right, whether domestic or foreign, CSU shall pert Contractor tits ‘Sption and expense einer to procure for CSU the right to continue using the Deliverables or Software o: fo zoplace or modify the same they become non inftnging, provided they comply with Contract end performance requirements and/or expectations. If neither ‘option an reasonably practicable orf the use of sich Deliverables or Software by CSU shall be prevented by injunction, Contractor tgrees to take back such Deliverables or Software and use its best effort to assist CSU in procuring substitute Deliverables or Software af Contractors cost and expense. I in the sole opinion of CSU, the return of such infringing Deliverables or Software makes the retention of other Deliverables or Software soguited from Contractor under this Contrat impracticable, CSU shall then have the ‘Option of terminating this Contract, or applicable portions thereof, without penalty or tecnation charge. Contractor agrees to take back such Deliverables or Software and refund any sums CSU paid Contractor les any reesonablo amount for use or damage. (© Contractor certifies it has appropriate systems and controls in place to ensure State funds will not be used in the performance ofthis (Contract forthe aquisition, operation or maintenasice of computer Sofware in violation of copyright laws 28, Rights iu Work Product, 1) Allinventions, discoveries, intellestual property, techies! communications and records originated or prepared by Contractor pursuant to tis Contact, inaluding papers, ceports, charts, eompter programs, and other Documentation or improvements thereto, and Faoluding Contractor's administrative communications and records relating to this Contrast collectively, the "Work Product", shall be Contractors exclusive property. The provisions ofthis sub-section a) may be revised ina Statement of Work. 29, Bxamination and Audit “Far contracts in excess o°S10,000, Contractor shall be subject to the examination snd aueit by (a) the Office of tho University ‘Aucloc, and (0) the Bureau of State Audit, fora period of thre (3) years after final payment under the Contact. The examination and ‘uct shall be confined fo those matters connected with the performance of the contract, including, but not limited to, the costs of ttministorng the Contract. Note: Authority Cited: Government Code Section 8546.7; Education Code Section 89045(c&d), respectively 30, Dispute “Any dispute arising under or resulting from this Contract that snot resolved within 60 days of tino by authorized representatives of ‘Contrasor and CSU shal be brought tothe attention of Contractor's Chief Executive Officer (or designee) aud CSU's Chief Business fice (or designee) for resolution. Either Contractor or CSU may request tht the CSU Viee Chancellor, Business and Finance (or designee) paticipate inthe dispate resolution process to provide advice regarding CSU contracting policies and procedures. If his {informal dispute rescltion process is unsuccessful, the partes may pursue all remedies not inconsistent with this Contract. Despite an Unresolved dispute, Contractor shall continue without delay in performing is responsibilities under this Contrast. Contractor sell faceuratcly and adequately document all service it has performed under this Contract. 31. Conflict of Interest . (CSU requires a Statement of Economic Interests (California Form 700) to be filed by any Consultant (or Contractr) who is involved inthe maleing or participation in the making of decisions which may foreseeably have a material effect on any CSU financial interest. CSU GENERAL PROVISIONS FOR ACQUISITION OF GOODS Revised 10/15/14 32. Endorsement ‘Nothing contained in this Contract shall be construed as conferting on any party, any right to use the other party's namo as at endorsement af roduetiservice orto advertise, promote or otherwise market any product or service without the prior writen consent Ofte other party. Furthermore nothing in this Contract shall be construed as endorsement of any commercial product or service bythe CSU, its officers or employees, 38. Covenant Against Gratuities ‘Contractor shall wareet that no gratuities (inthe form of entertainment, gifs, or otherwise) were offered or given by Contractor, of any agent or represniative of Contractor, to any officer or employce of CSU with a view toward seauring the Contractor securing favorable treatment with respect to any determintions concerning the performance ofthe Contrae. For breach or violation of this ‘varranty, CSU shall have th right lo terminate the Contac, ether in whole or in part and any oss or damage sustained by CSU in ‘procuring onthe qpen market ary items that Contractor agreed to supply shall be borne and paid for solely by Contactor, CSU's rights Find reeds provided ia this clause shall not be exchaive and are in addition to any other righls and remedies provided by law, equity or under the Contract. 34, Nondiscriminatlon {@) Daring the perfocance ofthis Contract, Contractor and its subcontractors shall not unlawfully disriminate, harass or allow harassment, apanst any employee or epplicant for employmest booause of sex, sexual orenation, race, color, ancestry, religious ‘reed, ntional origi, isability Gincluding HIV and AIDS), medical condition, age, marital status, end denial of family care leave. Contzactor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such diserimination and harassment (&) Contractor and suboontactors shall comply with the provisions of the Fair Employment and Housing Act (Government Cod, Section 12950 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 e soa). “The applicable regnlations of the Far Employment and Housing Commission implementing Government Code Section 12990 (a 1, set ath in Chaplet 5 of Division 4 of Title 2 ofthe California Code of Regulations are incorporated into this Contract by roference and ade a pert hereof as if set forth in fal, Contractor aad its subcontractors shall give written notice oftheir obligations under this clause te labor organizations with which they have g collective bargsining or other agrecment. () Contractor shall include the nndiscriminaion and compliance provisions of this claus in all subcontracts to perform work under the Contact. ‘35.Compliance with NLRB Orders ‘Contrictor delares under penalty of perjury under the laws of the State of California that no more than one final, unappealable fining ‘of contempt of eout by a federal court has been issued against Contractor within the immediately preceding two-year period because ‘of Contractor's fale to comply with an order of federal cour to eamply with an order of the National Labor Relations Board. Note: (Cite Authority: PCC 10296 36. Drug-Free Workplace Certification Contractor certifies that Contractor shall comply with the requirements of the Drug-Pree Workplace Act of 1990 and shall provide & drug-tree workplace by taking the following actions: () Publish a satementnotfying employees that unlawful manufacture, distribution, dispensation, possession, or use ofa controlled substance is prohibited and specifying ations to be taken against employees for violations (©) Establish a Drug-Free Awareness Program to inform employees abou all ofthe following: (@) the dangers of crug abuse in the workplace (Gi) the person's or organization's poliey of maintaining a drug-free workplace; (Gi) any available counseling, rehabilitation and employee assistance programs; and (iv) penalties that may be imposed upon ‘employees for drug abuse violations. {(€) Provide that every employee who works onthe proposed or resting Contract: {) will recive a copy ofthe company’s drug-fee policy statement; and, i) will agroo to abide by the tems of the companys satement asa condition of exaployment onthe Contract Note: Authority Cited Government Code Section 8350-8357, 31, Foreed, Conviet, Indentured and Child Labor ‘By accepting a contract with CSU, Contractor: {@) Catfies that no equipment, materials, or supplies fumnished to CSU pursuant to this Contract have been produced in whole or i part by sweatshop labor, forced labor, couvet labor, indentured labor under penal sanction, abusive fore of child labor ot exploitation of children in sweatshop labor, or withthe benefit of sweatshop Iebor, freed labor, convict Labor, indentured labor under penal santion, tbusive forts of child labor or explltation of children in sweatshop labor. 9 (CSU GENERAL PROVISIONS FOR ACQUISITION OF GOODS Revised 10/15/54 Contractor futher eatfies it wll adhere to the Sweat free Code of Conduct asset fort onthe California Department of Industrial Relations website located at hipvane dit.ca gat, and Publio Contract Code Section 6108 (6) Agrets to cooperate Tully in providing reasonable access to its records, documen, agens or emplayces or premises if zeaonably eared by authorized offiiely of the Stats, the Deparment of Industrial Relations, oc the Department of Justie to detemine Contractor's compliance with the requirements under paragraph (2). 238, Reeyeed Content Cotifiation ‘Contacto sal certify in weting the minimum, iPnot exact, percentage of postoosumer materia, as defined in Pblic Contract Cade ‘cation 12200, in peoduet, materials, goods, o supplies offered or sold to CSU regardless whether the product mes the esuiernerts ‘St Section 12209, Wilh expe to printer or duploation cartridges tat comply with the requirements of Seaton 12156(¢, the testfention required by this subdivision shall spociy thatthe earidges so comply (PCC 12205). 39, Child Support Complinnce Act For any contac in excess of 00,000, Contractor acknowledges in zevordatice with Publie Contract Code Section 7110, thal: (@) Contractor recognizes the importance of child and family support obligations and sal fly comply with al applicable state and ‘foleral las relating to cbild and family support enforcement, including, but not Limite to, disclosure of information and compliance wrth earnings assignment orders, os provided in Chapter 8 (ecmrnencing with Section 5200) of Part Sof Division 9 of the Fly Code; and {) Contrator, tothe best ofits knowiedge, i flly complying withthe cemings assignment orders of all emptoyees ad is providing the names of el new employees tothe New Hire Registry maintained by the California Einployment Development Department 40, Americans With Disabilities Act (ADA) Gontenior warrants thas if complies with California and federal disabilities laws and regulations. (Amerioans with Disabilities Act of 1990, £2 U.S.C. 12101et seq), Contactor hereby warrants the products or services it will provide under this Contract comply with the rvcessbility requirements of Section 508 ofthe Rehabilitation Act of 1973, as amendod (29 U.S.C. 794d), and its implementing ‘Baalatons se forth at Title 3, Code of Federal Regulations, Part 1194. Contractor agrees to promply respond to and resolve any Complaint roparding accessibility ofits products or scrviees, Contactor further agrees to inderanify and hold harnless CSU from any lain arising out of Contractor's failure to comply withthe aforesaid requirements. Failure to comply with these zequirements shall ‘constitute a material breach ofthis Contract. 41. Expatriate Corporations ‘Contactor declares snd certifies thet it is uot and expatriate corporation, and isnot preoluded from contracting with CSU by The California Taxpayer and Shareholder Protection Act of 2003, Public Contrast Code Section 10286, ets. 42, Citizenship and Public Benefits {fr Coatractor i a natural person, Contractor cetifies he or she isa ctizen or national of the United States or otherwise qualified 10 receive public benefits under the Personal Responsibility and Work Opportunity Reconciliation Act of 1996 (PL. 104-1935 110 STAT2105, 2268-69). 43, Loss Lender Contractor certifies and declares itis not engaged in business within tis State of California to sel or uso any article or product ws a jon lend" as defined in Section 17030 of the Business and Professions Code. Note: Authaity Cite: (PCC 12104.5(0)) 44, DVBE and Small Business Participation {G) IeConrector ha committed to achieve small business (SB) participation it shal, within 60 days of receiving final payment under this Contact (or within such other time period as may be specified elsewhere in this Contra), report to CSU: {i the name and adress ofthe SB(G) who paticipated inthe performance of the Contract; (G2) the foal amount the prio Contactor received under the Contract and {G) the amount each SEB received from the prime Contractor (Govt. Code § 14841.) (0) fF Contractor ha committed to achieve disabled veteran business entecprse (DVBE)partisipation, it shall, witin 60 days of resiving Final payment under ths Contac or within such ar tme period as may be speited elsewhere inthis Contras, report to CSU: ‘(the name and address ofthe DVBE(S) who participated inthe performance of tae Contract; {@) the foal ataount the prtwe Contractor received under the Contract and {G) the amount each DVBE received fram tho prime Contractor, The Contractor shal als ect tha all peyments under the ‘Contract have boon made to the DVBE. A person or entity That knowingly provides false information shall be subject toa civil penalty for each violation. (Mil & Vets. Cole § 999.5(@); Govt, Code §14841). 10 CSU GENERAL, PROVISIONS FOR ACQUI Revised 10/5/14 JON OF GooDs 45, Debarment and Suspension By accepting a contract with the CSU, Contractor eetiies nether it norte principals or its subcontractors are presently dcbarred, suspended, propased for deharment, declare ineligible or volatarily excluded fram participation inthis transaction by any federal ‘department or azeney (2.Code Federal Regulaions{CFI] 180-220, in accordance with the Office of Management end Budget guidelines at 2 ‘CER 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp.,p. 189) and 12689 (3 CFR Part 1989 Comp., p. 238). in

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