Prison Phone Justice

GSPD-401IT
(REVISED AND EFFECTIVE 01/01/2004)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
INMATE/WARD TELEPHONE SYSTEM
1.

1. DEFINITIONS: The following terms shall be given the meaning shown, unless context requires
otherwise or a unique meaning is otherwise specified.
a. "Acceptance Tests" means those tests performed during the Performance Period which are
intended to determine compliance of Equipment and Software with the specifications and all
other Attachments incorporated herein by reference and to determine the reliability of the
Equipment.
b. "Application Program" means a computerprogram which is intended to be executed for the
purpose of performing useful work for the user of the information being processed. Application
programs are developed or otherwise acquired by the user of the Hardware/Software system,
but they may be supplied by the Contractor.
c. "Attachment" means a mechanical, electrical, or electronic interconnection to the Contractorsupplied Machine or System of Equipment, manufactured by other than the original Equipment
manufacturer, that is not connected by the Contractor.
d. “Business entity” means any individual, business, partnership, joint venture, corporation, Scorporation, limited liability corporation, limited liability partnership, sole proprietorship, joint
stock company, consortium, or other private legal entity recognized by statute.
e. “Buyer” means the State’s authorized contracting official.
f.
“Commercial Software” means Software developed or regularly used that: (i) has been sold,
leased, or licensed to the general public; (ii) has been offered for sale, lease, or license to the
general public; (iii) has not been offered, sold, leased, or licensed to the public but will be
available for commercial sale, lease, or license in time to satisfy the delivery requirements of
this Contract; or (iv) satisfies a criterion expressed in (i), (ii), or (iii) above and would require
only minor modifications to meet the requirements of this Contract. g)
g. “Contract” means this Contract or agreement (including any purchase order), by whatever
name known or in whatever format used.
h. “Custom Software” means Software that does not meet the definition of Commercial
Software.
i.
“Contractor” means the Business Entity with whom the State enters into this Contract.
Contractor shall be synonymous with “supplier”, “vendor” or other similar term.
j.
"Data Processing Subsystem" means a complement of Contractor-furnished individual
Machines, including the necessary controlling elements (or the functional equivalent) and
Operating Software, if any, which are acquired to operate as an integrated group, and which
are interconnected entirely by Contractor-supplied power and/or signal cables; e.g., direct
access controller and drives, a cluster of terminals with their controller, etc.
k. "Data Processing System (System)" means the total complement of Contractor-furnished
Machines, including one or more central processors (or instruction processors) and Operating
Software, which are acquired to operate as an integrated group.
l.
“Deliverables” means Goods, Software, Information Technology, telecommunications
technology, and other items (e.g. reports) to be delivered pursuant to this Contract, including
any such items furnished incident to the provision of services.
m. "Designated CPU(s)" means for each product, if applicable, the central processing unit of the
computers or the server unit, including any associated peripheral units. If no specific
“Designated CPU(s)” are specified on the Contract, the term shall mean any and all CPUs
located at the site specified therein.
n. "Documentation" means nonproprietary manuals and other printed materials necessary or
useful to the State in its use or maintenance of the Equipment or Software provided hereunder.
Manuals and other printed materials customized for the State hereunder constitute
Documentation only to the extent that such materials are described in or required by the
Statement of Work.
o. "Equipment" is an all-inclusive term which refers either to individual Machines or to a complete
Data Processing System or subsystem, including its Hardware and Operating Software (if any).
p. "Equipment Failure" is a malfunction in the Equipment, excluding all external factors, which
prevents the accomplishment of the Equipment’s intended function(s). If microcode or
Operating Software residing in the Equipment is necessary for the proper operation of the
Equipment, a failure of such microcode or Operating Software which prevents the
accomplishment of the Equipment’s intended functions shall be deemed to be an Equipment
Failure.
q. "Facility Readiness Date" means the date specified in the Statement of Work by which the
State must have the site prepared and available for Equipment delivery and installation.
r.
“Goods” means all types of tangible personal property, including but not limited to materials,
supplies, and Equipment (including computer and telecommunications Equipment).
s. "Hardware" usually refers to computer Equipment and is contrasted with Software. See also
Equipment.
t.
"Installation Date" means the date specified in the Statement of Work by which the Contractor
must have the ordered Equipment ready (certified) for use by the State.
u. "Information Technology" includes, but is not limited to, all electronic technology systems and
services, automated information handling, System design and analysis, conversion of data,

GSPD-401IT
(REVISED AND EFFECTIVE 01/01/2004)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
INMATE/WARD TELEPHONE SYSTEM
computer programming, information storage and retrieval, telecommunications which include
voice, video, and data communications, requisite System controls, simulation, electronic
commerce, and all related interactions between people and Machines.
v. "Machine" means an individual unit of a Data Processing System or subsystem, separately
identified by a type and/or model number, comprised of but not limited to mechanical, electromechanical, and electronic parts, microcode, and special features installed thereon and
including any necessary Software, e.g., central processing unit, memory module, tape unit, card
reader, etc.
w. "Machine Alteration" means any change to a Contractor- supplied Machine which is not made
by the Contractor, and which results in the Machine deviating from its physical, mechanical,
electrical, or electronic (including microcode) design, whether or not additional devices or parts
are employed in making such change.
x. "Maintenance Diagnostic Routines" means the diagnostic programs customarily used by the
Contractor to test Equipment for proper functioning and reliability.
y. “Manufacturing Materials” means parts, tools, dies, jigs, fixtures, plans, drawings, and
information produced or acquired, or rights acquired, specifically to fulfill obligations set forth
herein.
z. "Mean Time Between Failure (MTBF)" means the average expected or observed time
between consecutive failures in a System or component.
aa. "Mean Time to Repair (MTTR)" means the average expected or observed time required to
repair a System or component and return it to normal operation.
bb. "Operating Software" means those routines, whether or not identified as Program Products,
that reside in the Equipment and are required for the Equipment to perform its intended
function(s), and which interface the operator, other Contractor-supplied programs, and user
programs to the Equipment.
cc. "Operational Use Time" means for performance measurement purposes, that time during
which Equipment is in actual operation by the State. For maintenance Operational Use Time
purposes, that time during which Equipment is in actual operation and is not synonymous with
power on time.
dd. "Performance Testing Period" means a period of time during which the State, by appropriate
tests and production runs, evaluates the performance of newly installed Equipment and
Software prior to its acceptance by the State.
ee. "Period of Maintenance Coverage" means the period of time, as selected by the State, during
which maintenance services are provided by the Contractor for a fixed monthly charge, as
opposed to an hourly charge for services rendered. The Period of Maintenance Coverage
consists of the Principal Period of Maintenance and any additional hours of coverage per day,
and/or increased coverage for weekends and holidays.
ff. "Preventive Maintenance" means that maintenance, performed on a scheduled basis by the
Contractor, which is designed to keep the Equipment in proper operating condition.
gg. "Principal Period of Maintenance" means any nine consecutive hours per day (usually
between the hours of 7:00 a.m. and 6:00 p.m.) as selected by the State, including an official
meal period not to exceed one hour, Monday through Friday, excluding holidays observed at
the installation.
hh. "Programming Aids" means Contractor-supplied programs and routines executable on the
Contractor’s Equipment which assists a programmer in the development of applications
including language processors, sorts, communications modules, data base management
systems, and utility routines, (tape-to-disk routines, disk-to-print routines, etc.).
ii. "Program Product" means programs, routines, subroutines, and related items which are
proprietary to the Contractor and which are licensed to the State for its use, usually on the basis
of separately stated charges and appropriate contractual provisions.
jj. "Remedial Maintenance" means that maintenance performed by the Contractor which results
from Equipment (including Operating Software) failure, and which is performed as required, i.e.,
on an unscheduled basis.
kk. "Site License" means for each product, the term “Site License” shall mean the license
established upon acquisition of the applicable number of copies of such product and payment
of the applicable license fees as set forth in the Statement of Work.
ll. "Software" means an all-inclusive term which refers to any computer programs, routines, or
subroutines supplied by the Contractor, including Operating Software, Programming Aids,
Application Programs, and Program Products.
mm. "Software Failure" means a malfunction in the Contractor- supplied Software, other than
Operating Software, which prevents the accomplishment of work, even though the Equipment
(including its Operating Software) may still be capable of operating properly. For Operating
Software failure, see definition of Equipment Failure.
nn. “State” means the government of the State of California, its employees and authorized
representatives, including without limitation any department, agency, or other unit of the
government of the State of California.

GSPD-401IT
(REVISED AND EFFECTIVE 01/01/2004)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
INMATE/WARD TELEPHONE SYSTEM
oo. "System" means the complete collection of Hardware, Software and services as described in
this Contract, integrated and functioning together, and performing in accordance with this
Contract.
pp. “U.S. Intellectual Property Rights” means intellectual property rights enforceable in the
United States of America, including without limitation rights in trade secrets, copyrights, and
U.S. patents.

2.

CONTRACT FORMATION:
a. If this Contract results from a sealed bid offered in response to a solicitation conducted
pursuant to Chapters 2 (commencing with Section 10290), 3 (commencing with Section 12100),
and 3.6 (commencing with Section 12125) of Part 2 of Division 2 of the Public Contract Code
(PCC), then Contractor's bid is a firm offer to the State which is accepted by the issuance of this
Contract and no further action is required by either party.
b. If this Contract results from a solicitation other than described in paragraph a), above,
Contractor's quotation or proposal is deemed a firm offer and this Contract document is the
State's acceptance of that offer.
c. If this Contract resulted from a joint bid, it shall be deemed one indivisible Contract. Each such
joint Contractor will be jointly and severally liable for the performance of the entire Contract.
The State assumes no responsibility or obligation for the division of orders or purchases among
joint Contractors.

3.

COMPLETE INTEGRATION: This Contract, including any documents incorporated herein by express
reference, is intended to be a complete integration and there are no prior or contemporaneous different
or additional agreements pertaining to the subject matter of the Contract.

4.

SEVERABILITY: The Contractor and the State 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 having knowledge of such term or provision
shall promptly inform the other of the presumed non-applicability of such provision.

5.

INDEPENDENT CONTRACTOR: Contractor and the agents and employees of Contractor, in the
performance of this Contract, shall act in an independent capacity and not as officers or employees or
agents of the State.

6.

APPLICABLE LAW: This Contract shall be governed by and shall be interpreted in accordance with the
laws of the State of California; venue of any action brought with regard to this Contract shall be in
Sacramento County, Sacramento, California. The United Nations Convention on Contracts for the
International Sale of Goods shall not apply to this Contract.

7.

COMPLIANCE WITH STATUTES AND REGULATIONS:
a. Contractor warrants and certifies that in the performance of this Contract, it will comply with all
applicable statutes, rules, regulations and orders of the United States and the State of
California and agrees to indemnify the State against any loss, cost, damage or liability by
reason of the Contractor’s violation of this provision.
b. If this Contract is in excess of $500,000, it is subject to the requirements of the World Trade
Organization (WTO) Government Procurement Agreement (GPA).
c. To the extent that this contract falls within the scope of Government Code Section 11135,
Contractor hereby agrees to respond to and resolve any complaint brought to its attention,
regarding accessibility of its products or services.

8.

CONTRACTOR’S POWER AND AUTHORITY: The Contractor warrants that it has full power and
authority to grant the rights herein granted and will hold the State harmless from and against any loss,
cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty.
Further, Contractor avers that it will not enter into any arrangement with any third party which might
abridge any rights of the State under this Contract.

GSPD-401IT
(REVISED AND EFFECTIVE 01/01/2004)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
INMATE/WARD TELEPHONE SYSTEM
9.

ASSIGNMENT: This Contract shall not be assignable by the Contractor in whole or in part without the
written consent of the State. For the purpose of this paragraph, State will not unreasonably prohibit
Contractor from freely assigning its right to payment, provided that Contractor remains responsible for its
obligations hereunder.

10. WAIVER OF RIGHTS: Any action or inaction by the State or the failure of the State on any occasion, to
enforce any right or provision of the Contract, shall not be construed to be a waiver by the State of its
rights hereunder and shall not prevent the State from enforcing such provision or right on any future
occasion. The rights and remedies of the State herein are cumulative and are in addition to any other
rights or remedies that the State may have at law or in equity.
11. ORDER OF PRECEDENCE: In the event of any inconsistency between the articles, attachments,
specifications or provisions which constitute this Contract, the following order of precedence shall apply:
a. these General Provisions – Information Technology;
b. contract form, i.e., Purchase Order STD 65, Standard Agreement STD 213, etc., and any
amendments thereto;
c. information technology special provisions;
d. statement of work, including any specifications incorporated by reference herein; and
e. all other attachments incorporated in the contract by reference.

12. PACKING AND SHIPMENT:
a. All Goods are to be packed in suitable containers for protection in shipment and storage, and in
accordance with applicable specifications. Each container of a multiple container shipment shall
be identified to:
i.
show the number of the container and the total number of containers in the shipment;
and
ii.
the number of the container in which the packing sheet has been enclosed.
b. All shipments by Contractor or its subcontractors must include packing sheets identifying: the
State’s Contract number; item number; quantity and unit of measure; 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.
c. c) Shipments must be made as specified in this Contract, as it may be amended, or otherwise
directed in writing by the State’s Transportation Management Unit within the Department of
General Services, Procurement Division.

13. TRANSPORTATION COSTS AND OTHER FEES OR EXPENSES: No charge for delivery, drayage,
express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other
purpose will be paid by the State unless expressly included and itemized in the Contract.
a. Contractor must strictly follow Contract requirements regarding Free on Board (F.O.B.), freight
terms and routing instructions. The State may permit use of an alternate carrier at no additional
cost to the State with advance written authorization of the Buyer.
b. If “prepay and add” is selected, supporting freight bills are required when over $50, unless an
exact freight charge is approved by the Transportation Management Unit within the Department
of General Services Procurement Division and a waiver is granted.
c. On "F.O.B. Shipping Point" transactions, should any shipments under the Contract be received
by the State in a damaged condition and any related freight loss and damage claims filed
against the carrier or carriers be wholly or partially declined by the carrier or carriers with the
inference that damage was the result of the act of the shipper such as inadequate packaging or
loading or some inherent defect in the Equipment and/or material, Contractor, on request of the
State, shall at Contractor's own expense assist the State in establishing carrier liability by
supplying evidence that the Equipment and/or material was properly constructed,
manufactured, packaged, and secured to withstand normal transportation conditions.

14. DELIVERY: Contractor shall strictly adhere to the delivery and completion schedules specified in this
Contract. Time, if stated as a number of days, shall mean calendar days unless otherwise specified. The
quantities specified herein are the only quantities required. If Contractor delivers in excess of the
quantities specified herein, the State shall not be required to make any payment for the excess

GSPD-401IT
(REVISED AND EFFECTIVE 01/01/2004)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
INMATE/WARD TELEPHONE SYSTEM
Deliverables, and may return them to Contractor at Contractor’s expense or utilize any other rights
available to the State at law or in equity.
15. SUBSTITUTIONS: Substitution of Deliverables may not be tendered without advance written consent of
the Buyer. Contractor shall not use any specification in lieu of those contained in the Contract without
written consent of the Buyer.
16. INSPECTION, ACCEPTANCE AND REJECTION: Unless otherwise specified in the Statement of Work:
a. Contractor and its subcontractors will provide and maintain a quality assurance system
acceptable to the State covering Deliverables and services under this Contract and will tender
to the State only those Deliverables that have been inspected and found to conform to this
Contract’s requirements. Contractor will keep records evidencing inspections and their result,
and will make these records available to the State during Contract performance and for three
years after final payment. Contractor shall permit the State to review procedures, practices,
processes, and related documents to determine the acceptability of Contractor’s quality
assurance System or other similar business practices related to performance of the Contract.
b. All Deliverables may be subject to inspection and test by the State or its authorized
representatives.
c. Contractor and its subcontractors shall provide all reasonable facilities for the safety and
convenience of inspectors at no additional cost to the State. Contractor shall furnish to
inspectors all information and data as may be reasonably required to perform their inspection.
d. All Deliverables may be subject to final inspection, test and acceptance by the State at
destination, notwithstanding any payment or inspection at source.
e. The State shall give written notice of rejection of Deliverables delivered or services performed
hereunder within a reasonable time after receipt of such Deliverables or performance of such
services. Such notice of rejection will state the respects in which the Deliverables do not
substantially conform to their specifications. If the State does not provide such notice of
rejection within sixty (60) days of delivery, such Deliverables and services will be deemed to
have been accepted. Acceptance by the State will be final and irreversible, except as it relates
to latent defects, fraud, and gross mistakes amounting to fraud. Acceptance shall not be
construed to waive any warranty rights that the State might have at law or by express
reservation in this Contract with respect to any nonconformity.

17. SAMPLES:
a. Samples of items may be required by the State for inspection and specification testing and
must be furnished free of expense to the State. The samples furnished must be identical in all
respects to the products bid and/or specified in the Contract.
b. Samples, if not destroyed by tests, may, upon request made at the time the sample is
furnished, be returned at Contractor’s expense.

18. WARRANTY:
a. Unless otherwise specified in the Statement of Work, the warranties in this subsection a) begin
upon acceptance of the Deliverable or service in question and end one (1) year thereafter.
Contractor warrants that (i) Deliverables and services furnished hereunder will substantially
conform to the requirements of this Contract (including without limitation all descriptions,
specifications, and drawings identified in the Statement of Work), and (ii) the Deliverables will
be free from material defects in materials and workmanship. Where the parties have agreed to
design specifications (such as a Detailed Design Document) and incorporated the same or
equivalent in the Statement of Work directly or by reference, Contractor will warrant that its
Deliverables provide all material functionality required thereby. In addition to the other
warranties set forth herein, where the Contract calls for delivery of Commercial Software,
Contractor warrants that such Software will perform in accordance with its license and
accompanying Documentation. The State’s approval of designs or specifications furnished by
Contractor shall not relieve the Contractor of its obligations under this warranty.
b. Contractor warrants that Deliverables furnished hereunder (i) will be free, at the time of delivery,
of harmful code (i.e. computer viruses, worms, trap doors, time bombs, disabling code, or any
similar malicious mechanism designed to interfere with the intended operation of, or cause
damage to, computers, data, or Software); and (ii) will not infringe or violate any U.S.
Intellectual Property Right. Without limiting the generality of the foregoing, if the State believes
that harmful code may be present in any Commercial Software delivered hereunder, Contractor

GSPD-401IT
(REVISED AND EFFECTIVE 01/01/2004)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
INMATE/WARD TELEPHONE SYSTEM

c.

d.

e.

f.

will, upon the State’s request, provide a master copy of the Software for comparison and
correction.
Unless otherwise specified in the Statement of Work:
i.
Contractor does not warrant that any Software provided hereunder is error-free or that
it will run without immaterial interruption.
ii.
Contractor does not warrant and will have no responsibility for a claim to the extent
that it arises directly from (A) a modification made by the State, unless such
modification is approved or directed by Contractor, (B) use of Software in combination
with or on products other than as specified by Contractor, or (C) misuse by the State.
iii.
Where Contractor resells Hardware or Software it purchased from a third party, and
such third party offers additional or more advantageous warranties than those set
forth herein, Contractor will pass through any such warranties to the State and will
reasonably cooperate in enforcing them. Such warranty pass-through will be
supplemental to, and not relieve Contractor from, Contractor’s warranty obligations
set forth above.
All warranties, including special warranties specified elsewhere herein, shall inure to the State,
its successors, assigns, customer agencies, and governmental users of the Deliverables or
services.
Except as may be specifically provided in the Statement of Work or elsewhere in this Contract,
for any breach of the warranties provided in this Section, the State’s exclusive remedy and
Contractor’s sole obligation will be limited to:
i.
re-performance, repair, or replacement of the nonconforming Deliverable (including
without limitation an infringing Deliverable) or service; or
ii.
should the State in its sole discretion consent, refund of all amounts paid by the State
for the nonconforming Deliverable or service and payment to the State of any
additional amounts necessary to equal the State’s Cost to Cover. “Cost to Cover”
means the cost, properly mitigated, of procuring Deliverables or services of equivalent
capability, function, and performance. The payment obligation in subsection (e)(ii)
above will not exceed the limits on Contractor’s liability set forth in the Section entitled
“Limitation of Liability.”
EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION, CONTRACTOR
MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

19. SAFETY AND ACCIDENT PREVENTION: In performing work under this Contract on State premises,
Contractor shall conform to any specific safety requirements contained in the Contract or as required by
law or regulation. Contractor shall take any additional precautions as the State may reasonably require
for safety and accident prevention purposes. Any violation of such rules and requirements, unless
promptly corrected, shall be grounds for termination of this Contract in accordance with the default
provisions hereof.
20. INSURANCE: When performing work on property in the care, custody or control of the State, Contractor
shall maintain all commercial general liability insurance, workers’ compensation insurance and any other
insurance the State deems appropriate under the Contract. Contractor shall furnish an insurance
certificate evidencing required insurance coverage acceptable to the State. Upon request by the Buyer,
the Contractor may be required to have the State shown as an “additional insured” on selected policies.
21. TERMINATION FOR NON-APPROPRIATION OF FUNDS
a. If the term of this Contract extends into fiscal years subsequent to that in which it is approved,
such continuation of the Contract is contingent on the appropriation of funds for such purpose
by the Legislature. If funds to effect such continued payment are not appropriated, Contractor
agrees to take back any affected Deliverables furnished under this Contract, terminate any
services supplied to the State under this Contract, and relieve the State of any further obligation
therefor.
b. STATE AGREES THAT IF PARAGRAPH a) ABOVE IS INVOKED, DELIVERABLES SHALL BE
RETURNED TO THE CONTRACTOR IN SUBSTANTIALLY THE SAME CONDITION IN
WHICH DELIVERED TO THE STATE, SUBJECT TO NORMAL WEAR AND TEAR. STATE
FURTHER AGREES TO PAY FOR PACKING, CRATING, TRANSPORTATION TO
CONTRACTOR’S NEAREST FACILITY AND FOR REIMBURSEMENT TO THE
CONTRACTOR FOR EXPENSES INCURRED FOR THEIR ASSISTANCE IN SUCH PACKING
AND CRATING.

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(REVISED AND EFFECTIVE 01/01/2004)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
INMATE/WARD TELEPHONE SYSTEM

22. TERMINATION FOR THE CONVENIENCE OF THE STATEa. The State may terminate performance of work under this Contract for its convenience in whole
or, from time to time, in part, if the Department of General Services, Deputy Director
Procurement Division, or designee, determines that a termination is in the State’s interest. The
Department of General Services, Deputy Director, Procurement Division, or designee, shall
terminate by delivering to the Contractor a Notice of Termination specifying the extent of
termination and the effective date thereof.
b. After receipt of a Notice of Termination, and except as directed by the State, the Contractor
shall immediately proceed with the following obligations, as applicable, regardless of any delay
in determining or adjusting any amounts due under this clause. The Contractor shall:
i.
Stop work as specified in the Notice of Termination.
ii.
Place no further subcontracts for materials, services, or facilities, except as necessary
to complete the continuing portion of the Contract.
iii.
Terminate all subContracts to the extent they relate to the work terminated.
iv.
Settle all outstanding liabilities and termination settlement proposals arising from the
termination of subcontracts;
c. Unless otherwise set forth in the Statement of Work, if the Contractor and the State fail to agree
on the amount to be paid because of the termination for convenience, the State will pay the
Contractor the following amounts; provided that in no event will total payments exceed the
amount payable to the Contractor if the Contract had been fully performed:
i.
The Contract price for Deliverables or services accepted by the State and not
previously paid for, adjusted for any savings on freight and other charges; and
ii.
The total of:
A. The reasonable costs incurred in the performance of the work terminated,
including initial costs and preparatory expenses allocable thereto, but
excluding any cost attributable to Deliverables or services paid or to be paid;
B. The reasonable cost of settling and paying termination settlement proposals
under terminated subcontracts that are properly chargeable to the
terminated portion of the Contract; and
C. Reasonable storage, transportation, demobilization, unamortized overhead
and capital costs, and other costs reasonably incurred by the Contractor in
winding down and terminating its work.
d. The Contractor will use generally accepted accounting principles, or accounting principles
otherwise agreed to in writing by the parties, and sound business practices in determining all
costs claimed, agreed to, or determined under this clause.

23. TERMINATION FOR DEFAULT:
a. The State may, subject to the clause titled “Force Majeure” and to sub-section d) below, by
written notice of default to the Contractor, terminate this Contract in whole or in part if the
Contractor fails to:
i.
Deliver the Deliverables or perform the services within the time specified in the
Contract or any amendment thereto;
ii.
Make progress, so that the lack of progress endangers performance of this Contract;
or
iii.
Perform any of the other provisions of this Contract.
b. The State’s right to terminate this Contract under sub-section a) above, may be exercised if the
failure constitutes a material breach of this Contract and if the Contractor does not cure such
failure within the time frame stated in the State’s cure notice, which in no event will be less than
fifteen (15) days, unless the Statement of Work calls for a shorter period.
c. If the State terminates this Contract in whole or in part pursuant to this Section, it may acquire,
under terms and in the manner the Buyer considers appropriate, Deliverables or services
similar to those terminated, and the Contractor will be liable to the State for any excess costs
for those Deliverables and services, including without limitation costs third party vendors charge
for Manufacturing Materials (but subject to the clause entitled “Limitation of Liability”). However,
the Contractor shall continue the work not terminated.
d. If the Contract is terminated for default, the State may require the Contractor to transfer title, or
in the case of licensed Software, license, and deliver to the State, as directed by the Buyer,
any:
i.
completed Deliverables,
ii.
partially completed Deliverables, and,

GSPD-401IT
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GENERAL PROVISIONS – INFORMATION TECHNOLOGY
INMATE/WARD TELEPHONE SYSTEM
iii.

e.

f.

g.

subject to provisions of sub-section e) below, Manufacturing Materials related to the
terminated portion of this Contract. Nothing in this sub-section d) will be construed to
grant the State rights to Deliverables that it would not have received had this Contract
been fully performed. Upon direction of the Buyer, the Contractor shall also protect
and preserve property in its possession in which the State has an interest.
The State shall pay Contract price for completed Deliverables delivered and accepted. Unless
the Statement of Work calls for different procedures or requires no-charge delivery of materials,
the Contractor and Buyer shall attempt to agree on the amount of payment for Manufacturing
Materials and other materials delivered and accepted by the State for the protection and
preservation of the property; provided that where the Contractor has billed the State for any
such materials, no additional charge will apply. Failure to agree will constitute a dispute under
the Disputes clause. The State may withhold from these amounts any sum it determines to be
necessary to protect the State against loss because of outstanding liens or claims of former lien
holders.
If, after termination, it is determined by a final ruling in accordance with the Disputes Clause
that the Contractor was not in default, the rights and obligations of the parties shall be the same
as if the termination had been issued for the convenience of the State.
The rights and remedies of the State in this clause are in addition to any other rights and
remedies provided by law or under this Contract, and are subject to the clause titled “Limitation
of Liability.”

24. FORCE MAJEURE Except for defaults of subcontractors at any tier, the Contractor shall not be liable for
any excess costs if the failure to perform the Contract arises from causes beyond the control and without
the fault or negligence of the Contractor. Examples of such causes include, but are not limited to:
a. Acts of God or of the public enemy, and
b. Acts of the federal or State government in either its sovereign or contractual capacity. If the
failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the
default is beyond the control of both the Contractor and subcontractor, and without the fault or
negligence of either, the Contractor shall not be liable for any excess costs for failure to
perform, unless the subcontracted Deliverables or services were obtainable from other sources
in sufficient time for the Contractor to meet the required delivery schedule.

25. RIGHTS AND REMEDIES OF STATE FOR DEFAULT:
a. In the event any Deliverables furnished or services provided by the Contractor in the
performance of the Contract should fail to conform to the requirements herein, or to the sample
submitted by the Contractor, the State may reject the same, and it shall become the duty of the
Contractor to reclaim and remove the item promptly or to correct the performance of services,
without expense to the State, and immediately replace all such rejected items with others
conforming to the Contract.
b. In addition to any other rights and remedies the State may have, the State may require
Contractor, at Contractor’s expense, to ship Deliverables via air freight or expedited routing to
avoid or minimize actual or potential delay if the delay is the fault of the Contractor.
c. In the event of the termination of the Contract, either in whole or in part, by reason of default or
breach by the Contractor, any loss or damage sustained by the State in procuring any items
which the Contractor agreed to supply shall be borne and paid for by the Contractor.
d. The State reserves the right to offset the reasonable cost of all damages caused to the State
against any outstanding invoices or amounts owed to Contractor or to make a claim against the
Contractor therefore.

26. LIMITATION OF LIABILITY:
a. Contractor’s liability for damages to the State for any cause whatsoever, and regardless of the
form of action, whether in Contract or in tort, shall be limited to two times the Purchase Price.
For purposes of this sub-section a), “Purchase Price” will mean the aggregate Contract price;
except that, with respect to a Contract under which multiple purchase orders will be issued
(e.g., a Master Agreement or Multiple Award Schedule contract), “Purchase Price” will mean the
total price of the purchase order for the Deliverable(s) or service(s) that gave rise to the loss,
such that Contractor will have a separate limitation of liability for each purchase order.

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GENERAL PROVISIONS – INFORMATION TECHNOLOGY
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b.

c.

d.

The foregoing limitation of liability shall not apply (i) to liability under the General Provisions,
entitled “Patent, Copyright, and Trade Secret Protection” or to any other liability (including
without limitation indemnification obligations) for infringement of third party intellectual property
rights; (ii) to claims covered by any specific provision herein calling for liquidated damages; (iii)
to claims arising under provisionit s herein calling for indemnification for third party claims
against the State for bodily injury to persons or damage to real or tangible personal property
caused by Contractor’s negligence or willful misconduct; or (iv) to costs or attorney’s fees that
the State becomes entitled to recover as a prevailing party in any action.
The State’s liability for damages for any cause whatsoever, and regardless of the form of
action, whether in Contract or in tort, shall be limited to the Purchase Price, as that term is
defined in subsection a) above. Nothing herein shall be construed to waive or limit the State’s
sovereign immunity or any other immunity from suit provided by law.
In no event will either the Contractor or the State be liable for consequential, incidental, indirect,
special, or punitive damages, even if notification has been given as to the possibility of such
damages, except (i) to the extent that Contractor’s liability for such damages is specifically set
forth in the Statement of Work or (ii) to the extent that Contractor’s liability for such damages
arises out of sub-section b)(i), b)(ii), or b)(iv) above.

27. CONTRACTOR’S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY:
a. The Contractor shall be liable for damages arising out of injury to the person and/or damage to
the property of the State, employees of the State, persons designated by the State for training,
or any other person(s) other than agents or employees of the Contractor, designated by the
State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and
use of the Deliverables either at the Contractor’s site or at the State’s place of business,
provided that the injury or damage was caused by the fault or negligence of the Contractor.
b. Contractor shall not be liable for damages arising out of or caused by an alteration or an
Attachment not made or installed by the Contractor, or for damage to alterations or
Attachments that may result from the normal operation and maintenance of the Deliverables
provided by the Contractor during the Contract.

28. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers,
agents and employees from any and all third party claims, costs (including without limitation reasonable
attorneys’ fees), and losses due to the injury or death of any individual, or the loss or damage to any real
or tangible personal property, resulting tofrom the willful misconduct or negligent acts or omissions of
Contractor or any of its agents, subcontractors, employees, suppliers, laborers, or any other person, firm,
or corporation furnishing or supplying work, services, materials, or supplies in connection with the
performance of this Contract. Such defense and payment will be conditional upon the following:
a. The State will notify Contractor of any such claim in writing and tender the defense thereof
within a reasonable time; and
b. Contractor will have sole control of the defense of any action on such claim and all negotiations
for its settlement or compromise; provided that (i) when substantial principles of government or
public law are involved, when litigation might create precedent affecting future State operations
or liability, or when involvement of the State is otherwise mandated by law, the State may
participate in such action at its own expense with respect to attorneys’ fees and costs (but not
liability); (ii) the State will have the right to approve or disapprove any settlement or
compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State
will reasonably cooperate in the defense and in any related settlement negotiations.

29. INVOICES: Unless otherwise specified, invoices shall be sent to the address set forth herein. Invoices
shall be submitted in triplicate and shall include the Contract number; release order number (if
applicable); item number; unit price, extended item price and invoice total amount. State sales tax and/or
use tax shall be itemized separately and added to each invoice as applicable.
30. REQUIRED PAYMENT DATE: Payment will be made in accordance with the provisions of the California
Prompt Payment Act, Government Code Section 927 et. seq. Unless expressly exempted by statute, the
Act requires State agencies to pay properly submitted, undisputed invoices not more than 45 days after
(i) the date of acceptance of Deliverables or performance of services; or (ii) receipt of an undisputed
invoice, whichever is later.

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GENERAL PROVISIONS – INFORMATION TECHNOLOGY
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31. TAXES: Unless otherwise required by law, the State of California is exempt from Federal excise taxes.
The State will only pay for any State or local sales or use taxes on the services rendered or Goods
supplied to the State pursuant to this Contract.
32. NEWLY MANUFACTURED GOODS: All Goods furnished under this Contract shall be newly
manufactured Goods; used or reconditioned Goods are prohibited, unless otherwise specified.
33. CONTRACT MODIFICATION: No amendment or variation of the terms of this Contract shall be valid
unless made in writing, signed by the parties and approved as required. No oral understanding or
agreement not incorporated in the Contract is binding on any of the parties.
34. CONFIDENTIALITY OF DATA: All financial, statistical, personal, technical and other data and
information relating to the State's operation which are designated confidential by the State and made
available to the Contractor in order to carry out this Contract, or which become available to the Contractor
in carrying out this Contract, shall be protected by the Contractor from unauthorized use and disclosure
through the observance of the same or more effective procedural requirements as are applicable to the
State. The identification of all such confidential data and information as well as the State's procedural
requirements for protection of such data and information from unauthorized use and disclosure shall be
provided by the State in writing to the Contractor. If the methods and procedures employed by the
Contractor for the protection of the Contractor's data and information are deemed by the State to be
adequate for the protection of the State's confidential information, such methods and procedures may b e
used, with the written consent of the State, to carry out the intent of this paragraph. The Contractor shall
not be required under the provisions of this paragraph to keep confidential any data or information which
is or becomes publicly available, is already rightfully in the Contractor's possession, is independently
developed by the Contractor outside the scope of this Contract, or is rightfully obtained from third parties.
35. NEWS RELEASES: Unless otherwise exempted, news releases pertaining to this Contract shall not be
made without prior written approval of the Department of General Services.
36. DOCUMENTATION
a. The Contractor agrees to provide to the State, at no charge, a number of all nonproprietary
manuals and other printed materials, as described within the Statement of Work, and updated
versions thereof, which are necessary or useful to the State in its use of the Equipment or
Software provided hereunder. The Contractor agrees to provide additional Documentation at
prices not in excess of charges made by the Contractor to its other customers for similar
Documentation.
b. If the Contractor is unable to perform maintenance or the State desires to perform its own
maintenance on Equipment purchased under this Contract then upon written notice by the
State the Contractor will provide at Contractor’s then current rates and fees adequate and
reasonable assistance including relevant Documentation to allow the State to maintain the
Equipment based on Contractor’s methodology. The Contractor agrees that the State may
reproduce such Documentation for its own use in maintaining the Equipment. If the Contractor
is unable to perform maintenance, the Contractor agrees to license any other Contractor that
the State may have hired to maintain the Equipment to use the above noted Documentation.
The State agrees to include the Contractor’s copyright notice on any such Documentation
reproduced, in accordance with copyright instructions to be provided by the Contractor.

37. RIGHTS IN WORK PRODUCT:
a. All inventions, discoveries, intellectual property, technical communications and records
originated or prepared by the Contractor 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 (collectively,
the “Work Product”), shall be Contractor’s exclusive property. The provisions of this sub-section
a) may be revised in a Statement of Work.
b. Software and other materials developed or otherwise obtained by or for Contractor or its
affiliates independantly of this Contract or applicable purchase order (“Pre-Existing Materials”)
do not constitute Work Product. If Contractor creates derivative works of Pre-Existing Materials,
the elements of such derivavtive works created pursuant to this Contract constitute Work
Product, but other elements do not. Nothing in this Section 37 will be construed to interfere with
Contractor’s or its affiliates’ ownership of Pre-Existing Materials.
c. The State will have Government Purpose Rights to the Work Product as Deliverable or
delivered to the State hereunder. “Government Purpose Rights” are the unlimited, irrevocable,
worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce,

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INMATE/WARD TELEPHONE SYSTEM

d.

e.

perform, release, display, create derivative works from, and disclose the Work Product.
“Government Purpose Rights” also include the right to release or disclose the Work Product
outside the State for any State government purpose and to authorize recipients to use, modify,
reproduce, perform, release, display, create derivative works from, and disclose the Work
Product for any State government purpose. Such recipients of the Work Product may include,
without limitation, State Contractors, California local governments, the U.S. federal government,
and the State and local governments of other states. “Government Purpose Rights” do not
include any rights to use, modify, reproduce, perform, release, display, create derivative works
from, or disclose the Work Product for any commercial purpose.
The ideas, concepts, know-how, or techniques relating to data processing, developed during
the course of this Contract by the Contractor or jointly by the Contractor and the State may be
used by either party without obligation of notice or accounting.
This Contract shall not preclude the Contractor from developing materials outside this Contract
that are competitive, irrespective of their similarity to materials which might be delivered to the
State pursuant to this Contract.

38. PROTECTION OF PROPRIETARY SOFTWARE AND OTHER PROPRIETARY DATA
a. State agrees that all material appropriately marked or identified in writing as proprietary, and
furnished hereunder are provided for State’s exclusive use for the purposes of this Contract
only. All such proprietary data shall remain the property of the Contractor. State agrees to take
all reasonable steps to insure that such proprietary data are not disclosed to others, without
prior written consent of the Contractor, subject to the California Public Records Act.
b. The State will insure, prior to disposing of any media, that any licensed materials contained
thereon have been erased or otherwise destroyed.
c. The State agrees that it will take appropriate action by instruction, agreement or otherwise with
its employees or other persons permitted access to licensed software and other proprietary
data to satisfy its obligations under this Contract with respect to use, copying, modification,
protection and security of proprietary software and other proprietary data..

39. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY:
a. Contractor will indemnify, defend, and save harmless the State, its officers, agents, and
employees, from any and all third party claims, costs (including without limitation reasonable
attorneys’ fees), and losses for infringement or violation of any U.S. Intellectual Property Right
by any product or service provided hereunder. With respect to claims arising from computer
Hardware or Software manufactured by a third party and sold by Contractor as a reseller,
Contractor will pass through to the State such indemnity rights as it receives from such third
party (“Third Party Obligation”) and will cooperate in enforcing them; provided that if the third
party manufacturer fails to honor the Third Party Obligation, Contractor will provide the State
with indemnity protection equal to that called for by the Third Party Obligation, but in no event
greater than that called for in the first sentence of this Section 39a). The provisions of the
preceding sentence apply only to third party computer Hardware or Software sold as a distinct
unit and accepted by the State.

b.
c.

Unless a Third Party Obligation provides otherwise, the defense and payment obligations set
forth in this Section 39a) will be conditional upon the following:
i.
The State will notify Contractor of any such claim in writing and tender the defense
thereof within a reasonable time; and
ii.
Contractor will have sole control of the defense of any action on such claim and all
negotiations for its settlement or compromise; provided that (i) when substantial
principles of government or public law are involved, when litigation might create
precedent affecting future State operations or liability, or when involvement of the
State is otherwise mandated by law, the State may participate in such action at its
own expense with respect to attorneys’ fees and costs (but not liability); (ii) the State
will have the right to approve or disapprove any settlement or compromise, which
approval will not unreasonably be withheld or delayed; and (iii) the State will
reasonably cooperate in the defense and in any related settlement negotiations.
Contractor may be required to furnish a bond to the State against any and all loss, damage,
costs, expenses, claims and liability for patent, copyright and trade secret infringement.
Should the Deliverables or Software, or the operation thereof, become, or in the Contractor's
opinion are likely to become, the subject of a claim of infringement or violation of a U.S.
Intellectual Property Right, the State shall permit the Contractor at its option and expense either

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GENERAL PROVISIONS – INFORMATION TECHNOLOGY
INMATE/WARD TELEPHONE SYSTEM

d.

e.

to procure for the State the right to continue using the Deliverables or Software, or to replace or
modify the same so that they become non-infringing. If none of these options can reasonably
be taken, or if the use of such Deliverables or Software by the State shall be prevented by
injunction, the Contractor agrees to take back such Deliverables or Software and make every
reasonable effort to assist the State in procuring substitute Deliverables or Software. If, in the
sole opinion of the State, the return of such infringing Deliverables or Software makes the
retention of other Deliverables or Software acquired from the Contractor under this Contract
impractical, the State shall then have the option of terminating such Contracts, or applicable
portions thereof, without penalty or termination charge. The Contractor agrees to take back
such Deliverables or Software and refund any sums the State has paid Contractor less any
reasonable amount for use or damage.
The Contractor shall have no liability to the State under any provision of this clause with respect
to any claim of patent, copyright or trade secret infringement which is based upon:
i.
The combination or utilization of Deliverables furnished hereunder with Equipment or
devices not made or furnished by the Contractor; or,
ii.
The operation of Equipment furnished by the Contractor under the control of any
Operating Software other than, or in addition to, the current version of Contractorsupplied Operating Software; or
iii.
The modification by the State of the Equipment furnished hereunder or of the
Software; or
iv.
The combination or utilization of Software furnished hereunder with non-contractor
supplied Software.
Contractor certifies that it has appropriate systems and controls in place to ensure that State
funds will not be used in the performance of this Contract for the acquisition, operation or
maintenance of computer Software in violation of copyright laws.

40. EXAMINATION AND AUDIT: Contractor agrees that the State, or its designated representative shall
have the right to review and copy any records and supporting Documentation pertaining to performance
of this Contract. Contractor agrees to maintain such records for possible audit for a minimum of three (3)
years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to
allow the auditor(s) access to such records during normal business hours and to allow interviews of any
employees or others who might reasonably have information related to such records. Further, Contractor
agrees to include a similar right of the State to audit records and interview staff in any subcontract related
to performance of this Contract.
41. DISPUTES:
a. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the
dispute persists, Contractor shall submit to the Department Director or designee a written
demand for a final decision regarding the disposition of any dispute between the parties arising
under, related to or involving this Contract, unless the State, on its own initiative, has already
rendered such a final decision. Contractor’s written demand shall be fully supported by factual
information, and if such demand involves a cost adjustment to the Contract, Contractor shall
include with the demand a written statement signed by an authorized person indicating that the
demand is made in good faith, that the supporting data are accurate and complete and that the
amount requested accurately reflects the Contract adjustment for which Contractor believes the
State is liable. If the Contractor is not satisfied with the decision of the Department Director or
designee, the Contractor may appeal the decision to the Department of General Services,
Deputy Director, Procurement Division. In the event that this Contract is for Information
Technology Goods and/or services, the decision may be appealed to an Executive Committee
of State and Contractor personnel.
b. Pending the final resolution of any dispute arising under, related to or involving this Contract,
Contractor agrees to diligently proceed with the performance of this Contract, including the
delivery of Goods or providing of services in accordance with the State’s instructions.
Contractor’s failure to diligently proceed in accordance with the State’s instructions shall be
considered a material breach of this Contract.
c. Any final decision of the State shall be expressly identified as such, shall be in writing, and shall
be signed by the Department Director or designee or Deputy Director, Procurement Division if
an appeal was made. If the State fails to render a final decision within 90 days after receipt of
Contractor’s demand, it shall be deemed a final decision adverse to Contractor’s contentions.
The State’s final decision shall be conclusive and binding regarding the dispute unless
Contractor commences an action in a court of competent jurisdiction to contest such decision
within 90 days following the date of the final decision or one (1) year following the accrual of the
cause of action, whichever is later.

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GENERAL PROVISIONS – INFORMATION TECHNOLOGY
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42. STOP WORK:
a. The State may, at any time, by written Stop Work Order to the Contractor, require the
Contractor to stop all, or any part, of the work called for by this Contract for a period up to 90
days after the Stop Work Order is delivered to the Contractor, and for any further period to
which the parties may agree. The Stop Work Order shall be specifically identified as such and
shall indicate it is issued under this clause. Upon receipt of the Stop Work Order, the Contractor
shall immediately comply with its terms and take all reasonable steps to minimize the
incurrence of costs allocable to the work covered by the Stop Work Order during the period of
work stoppage. Within a period of 90 days after a Stop Work Order is delivered to the
Contractor, or within any extension of that period to which the parties shall have agreed, the
State shall either:
i.
Cancel the Stop Work Order; or
ii.
Terminate the work covered by the Stop Work Order as provided for in the termination
for default or the termination for convenience clause of this Contract.
b. If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order
or any extension thereof expires, the Contractor shall resume work. The State shall make an
equitable adjustment in the delivery schedule, the Contract price, or both, and the Contract
shall be modified, in writing, accordingly, if:
i.
The Stop Work Order results in an increase in the time required for, or in the
Contractor’s cost properly allocable to the performance of any part of this Contract;
and
ii.
The Contractor asserts its right to an equitable adjustment within 30 days after the
end of the period of work stoppage; provided, that if the State decides the facts justify
the action, the State may receive and act upon a proposal submitted at any time
before final payment under this Contract.
c. If a Stop Work Order is not canceled and the work covered by the Stop Work Order is
terminated in accordance with the provision entitled Termination for the Convenience of the
State, the State shall allow reasonable costs resulting from the Stop Work Order in arriving at
the termination settlement.
d. The State shall not be liable to the Contractor for loss of profits because of a Stop Work Order
issued under this clause.

43. FOLLOW-ON CONTRACTS:
a. If the Contractor or its affiliates provides Technical Consulting and Direction (as defined below),
the Contractor and its affiliates:
i.
will not be awarded a subsequent Contract to supply the service or system, or any
significant component thereof, that is used for or in connection with any subject of
such Technical Consulting and Direction; and
ii.
will not act as consultant to any person or entity that does receive a Contract
described in sub-section (i). This prohibition will continue for one (1) year after
termination of this Contract or completion of the Technical Consulting and Direction,
whichever comes later.
b. “Technical Consulting and Direction” means services for which the Contractor received
compensation from the State and includes:
i.
development of or assistance in the development of work statements, specifications,
solicitations, or feasibility studies;
ii.
development or design of test requirements;
iii.
evaluation of test data;
iv.
direction of or evaluation of another Contractor;
v.
provision of formal recommendations regarding the acquisition of Information
Technology products or services; or
vi.
provisions of formal recommendations regarding any of the above. For purposes of
this Section, “affiliates” are employees, directors, partners, joint venture participants,
parent corporations, subsidiaries, or any other entity controlled by, controlling, or
under common control with the Contractor. Control exists when an entity owns or
directs more than fifty percent (50%) of the outstanding shares or securities
representing the right to vote for the election of directors or other managing authority.
c. To the extent permissible by law, the Director of the Department of General Services, or
designee, may waive the restrictions set forth in this Section by written notice to the Contractor
if the Director determines their application would not be in the State’s best interest. Except as
prohibited by law, the restrictions of this Section will not apply:

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i.

d.

to follow-on advice given by vendors of commercial off- the-shelf products, including
Software and Hardware, on the operation, integration, repair, or maintenance of such
products after sale; or
ii.
where the State has entered into a master agreement for Software or services and the
scope of work at the time of Contract execution expressly calls for future
recommendations among the Contractor’s own products.
The restrictions set forth in this Section are in addition to conflict of interest restrictions imposed
on public Contractors by California law (“Conflict Laws”). In the event of any inconsistency, such
Conflict Laws override the provisions of this Section, even if enacted after execution of this
Contract.

44. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the
Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to
qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with PCC
Section 10353.
45. COVENANT AGAINST GRATUITIES: The Contractor warrants that no gratuities (in the form of
entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative
of the Contractor, to any officer or employee of the State with a view toward securing the Contract or
securing favorable treatment with respect to any determinations concerning the performance of the
Contract. For breach or violation of this warranty, the State shall have the right to terminate the Contract,
either in whole or in part, and any loss or damage sustained by the State in procuring on the open market
any items which Contractor agreed to supply shall be borne and paid for by the Contractor. The rights
and remedies of the State provided in this clause shall not be exclusive and are in addition to any other
rights and remedies provided by law or in equity.
46. NONDISCRIMINATION CLAUSE:
a. During the performance of this Contract, Contractor and its subcontractors shall not unlawfully
discriminate, harass or allow harassment, against any employee or applicant for employment
because of sex, sexual orientation, race, color, ancestry, religious creed, national origin,
disability (including HIV and AIDS), medical condition (cancer), age, marital status, and denial
of family care leave. Contractor and subcontractors shall insure that the evaluation and
treatment of their employees and applicants for employment are free from such discrimination
and harassment. Contractor and subcontractors shall comply with the provisions of the 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 of the Fair Employment and Housing Commission
implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title
2 of the Caifornia Code of Regulations are incorporated into this Contract by reference and
made a part hereof as if set forth in full. Contractor and its subcontractors shall give written
notice of their obligations under this clause to labor organizations with which they have a
collective bargaining or other agreement.
b. The Contractor shall include the nondiscrimination and compliance provisions of this clause in
all subcontracts to perform work under the Contract.

47. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor swears under penalty of perjury
that no more than one final, unappealable finding of contempt of court by a federal court has been issued
against the Contractor within the immediately preceding two-year period because of the Contractor’s
failure to comply with an order of the National Labor Relations Board. This provision is required by, and
shall be construed in accordance with, PCC Section 10296.
48. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to Government Code Sections 4552, 4553, and
4554, the following provisions are incorporated herein:
a. In submitting a bid to the State, the supplier offers and agrees that if the bid is accepted, it will
assign to the State all rights, title, and interest in and to all causes of action it may have under
Section 4 of the Clayton Act (15 U.S.C. 15) or under the Cartwright Act (Chapter 2,
commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code),
arising from purchases of Goods, material or other items, or services by the supplier for sale to
the State pursuant to the solicitation. Such assignment shall be made and become effective at
the time the State tenders final payment to the supplier.

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GENERAL PROVISIONS – INFORMATION TECHNOLOGY
INMATE/WARD TELEPHONE SYSTEM
b.

c.

If the State receives, either through judgment or settlement, a monetary recovery for a cause of
action assigned under this chapter, the assignor shall be entitled to receive reimbursement for
actual legal costs incurred and may, upon demand, recover from the State any portion of the
recovery, including treble damages, attributable to overcharges that were paid by the assignor
but were not paid by the State as part of the bid price, less the expenses incurred in obtaining
that portion of the recovery.
Upon demand in writing by the assignor, the assignee shall, within one year from such demand,
reassign the cause of action assigned under this part if the assignor has been or may have
been injured by the violation of law for which the cause of action arose and
i.
the assignee has not been injured thereby, or
ii.
the assignee declines to file a court action for the cause of action.

49. DRUG-FREE WORKPLACE CERTIFICATION: The Contractor certifies under penalty of perjury under
the laws of the State of California that the Contractor will comply with the requirements of the Drug-Free
Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug-free workplace
by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation,
possession, or use of a controlled substance is prohibited and specifying actions to be taken
against employees for violations, as required by Government Code Section 8355(a).
b. Establish a Drug-Free Awareness Program as required by Government Code Section 8355(b)
to inform employees about all of the following:
i.
the dangers of drug abuse in the workplace;
ii.
the person's or organization's policy of maintaining a drug-free workplace;
iii.
any available counseling, rehabilitation and employee assistance programs; and,
iv.
penalties that may be imposed upon employees for drug abuse violations
c. Provide, as required by Government Code Section 8355(c), that every employee who works on
the proposed or resulting Contract:
i.
will receive a copy of the company's drug-free policy statement; and,
ii.
will agree to abide by the terms of the company's statement as a condition of
employment on the Contract.

50. FOUR-DIGIT DATE COMPLIANCE: Contractor warrants that it will provide only Four-Digit Date
Compliant (as defined below) Deliverables and/or services to the State. “Four Digit Date Compliant”
Deliverables and services can accurately process, calculate, compare, and sequence date data,
including without limitation date data arising out of or relating to leap years and changes in centuries.
This warranty and representation is subject to the warranty terms and conditions of this Contract and
does not limit the generality of warranty obligations set forth elsewhere herein.
51. SWEATSHOP LABOR: In accordance with PCC Section 6108, Contractor certifies that no apparel,
garments or corresponding accessories, equipment, materials or supplies furnished to the State
pursuant to this contract have been laundered or produced in whole or in part by sweatshop
labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child
labor or exploitation of children in sweatshop labor, or 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 agrees to cooperate fully in providing reasonable access to Contractor’s records, documents,
agents or employees, or premises if reasonably required by authorized officials of the State, the
Department of Industrial Relations, or the Department of Justice to determine the Contractor’s
compliance with the requirements of this paragraph.
52. RECYCLING: Contractor hereby certifies under penalty of perjury that a percentage (0% to 100%) of the
materials, Goods, supplies offered, or products used in the performance of this Contract meet or exceed
the minimum percentage of recycled material as defined in PCC Sections 12161 and 12200.
53. CHILD SUPPORT COMPLIANCE ACT: For any Contract in excess of $100,000, the Contractor
acknowledges in accordance with PCC Section 7110, that:
a. The Contractor recognizes the importance of child and family support obligations and shall fully
comply with all applicable State and federal laws relating to child and family support
enforcement, including, but not limited to, disclosure of information and compliance with

GSPD-401IT
(REVISED AND EFFECTIVE 01/01/2004)
GENERAL PROVISIONS – INFORMATION TECHNOLOGY
INMATE/WARD TELEPHONE SYSTEM

b.

earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part
5 of Division 9 of the Family Code; and
The Contractor, to the best of its knowledge is fully complying with the earnings assignment
orders of all employees and is providing the names of all new employees to the New Hire
Registry maintained by the California Employment Development Department.

54. AMERICANS WITH DISABILITIES ACT: Contractor assures the State that Contractor complies with the
Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq).
55. UNION ACTIVITIES: For all contracts, , except fixed price contracts of $50,000 or less, the Contractor
acknowledges that: by signing this agreement, Contractor hereby acknowledges the applicability of
Government Code Section 16645 through Section 16649 to this agreement and agrees to the following:
a. Contractor will not assist, promote or deter union organizing by employees performing work on
a state service contract, including a public works contract.
b. No state funds received under this agreement will be used to assist, promote or deter union
organizing.
c. Contractor will not, for any business conducted under this agreement, use any state property to
hold meetings with employees or supervisors, if the purpose of such meetings is to assist,
promote or deter union organizing, unless the state property is equally available to the general
public for holding meetings.
d. If Contractor incurs costs, or makes expenditures to assist, promote or deter union organizing,
Contractor will maintain records sufficient to show that no reimbursement from state funds has
been sought for these costs, and that Contractor shall provide those records to the Attorney
General upon request.

56. ELECTRONIC WASTE RECYCLING ACT OF 2003: The Contractor certifies that it complies with the
requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30,
commencing with Section 42460 of the Public Resources Code, relating to hazardous and solid waste.
Contractor shall maintain documentation and provide reasonable access to its records and documents
that evidence compliance.