STATE OF CALIFORNIA
STD 213 (Rev 06/03) AGREEMENT NUMBER AGENCY BILLING CODE
This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME
Department of General Services
Pacific Telemanagement Services
2. The term of this Agreement is:
May 1, 2006 through April 30, 2009 $ 0.00
The maximum amount of this Agreement is:
4. The parties agree to comply with the terms and conditions of the following which are by this reference made a part of the Agreement.
Exhibit A, Statement of Work and Payment Provisions (8 pages). Exhibit A-1 Budget Provisions and Breakdown (3 pages). Exhibit B - The IT General Provisions (Revised and Effective 10/03/2005)* Exhibit C - Information Technology Maintenance Special Provisions * Exhibit D - Information Technology Personal Services Special Provisions * Exhibit E - Additional Terms and Conditions (4 pages). RFP MSA 54673 and the Contractor’s response are incorporated and made a part of this agreement by reference. * Exhibits B through D are hereby incorporated via reference to the website.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
CONTRACTOR’S NAME (if other than an individual, state whether a corporation, partnership, etc.)
California Department of General Services Use Only
Pacific Telemanagement Services
BY (Authorized Signature) DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING ADDRESS
STATE OF CALIFORNIA
Department of General Services
BY (Authorized Signature) DATE SIGNED (Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING
Rita Hamilton, Deputy Director
707 Third Street, 2nd Floor West Sacramento, CA 95605-2811
PACIFIC TELEMANAGEMENT SERVICES Contract Number 05-06-58-01 Page 2 of 16 EXHIBIT A I. CONTRACTOR’S TECHNICAL REQUIREMENTS STATEMENT OF WORK The Statement of Work (SOW) provides an overview of the necessary services provided by the Contractor for the State of California (State) and participating local governments (Agency.) The Contractor will retain all revenues generated from the public pay telephone usage, except as noted in the Cost Worksheet (page 12 of 16). The Contractor is responsible for providing reliable and extensively available public pay telephone services to the State’s citizens, taxpayers, tourists, visitors, and others who wish to place a call from Agencyowned or leased property located throughout the State. The State shall pay for all “state-requested” new installation, relocation, or de-installation of pay telephone equipment and enclosures and preventive maintenance for a monthly fee (See .Exhibit A1). This is a Master Services Agreement for the purpose of securing the installation of telephone equipment and associated maintenance of all pay telephones located on Agency property. 1. Pay Phone Locations - The Contractor will be required to maintain payphone services at locations on state property. Services would include all existing public pay telephones currently in use by the State and any new or additional locations as may be requested by the State. 2. New Installation, Relocation/De-lnstallation - The State will pay for any “state requested” new installation of telephone equipment and enclosure relocation/de-installation. This shall include any new or additional public pay telephone installations beyond the existing environment. For deinstallation or relocation of public pay telephones, the Contractor must provide a faceplate to cover the wall area that was exposed by the telephone removal. 3. Transition - The Contractor would assume all costs of transition phase-in from the incumbent service provider as well as all transition-out costs at the end of the Contract. 4. Maintenance – The Contractor is responsible, under this contract, to maintain the equipment ordered under this Agreement. The Contractor must be responsive to the maintenance requirements of the respective Agency. The Contractor shall provide maintenance (labor and parts) and keep the public pay telephone equipment/services in good operating condition. In the event the equipment being maintained under the terms and conditions of this contract is moved to another location within a state-owned or leased building, the Contractor shall continue to maintain the equipment at the new location. PAY TELEPHONE EQUIPMENT 1. Type of Equipment The State has established the following types of telephone equipment: a) Coin Operated Phones – Coin Operated Phones is defined as “payment by means of depositing coins.” Coin acceptance must include those coins accepted by the majority of public pay telephones in the United States (U.S.) including nickels, dimes and quarters. Any new coins such as the new dollar coin contemplated for issuance by the U.S. Mint must also be accepted if acceptance of these coins becomes the industry standard.
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b) Coin Less or Charge Phones - Coin less phone equipment is similar in design to a public payphone, but there is no need to use coins to pay for a call. Applications are as an Emergency, Courtesy, Security, Employee, or Hot-line (requires dialer) phone. Charge-a-Phone are non-coin phone instruments. They are similar in design to a public payphone, but have the feature to use a phone or credit card as a means of paying for calls. c) Telecommunication Devices for the Deaf (TTY) - Telecommunications Devices for the Deaf (TTY) units may be requested by an agency. If requested, trained personnel must be available 24-hours a day, seven days a week, 365 days-per-year to relay calls. 2. Return of Equipment Within thirty (30) days after receipt of instruction or date of discontinuance of Contractor service, whichever is later, the Contractor shall cause the equipment to be removed from the Agency premises in coordination with the Agency and its new service provider and in accordance with the phase-out plan developed by the Contractor and approved by the Agency. In accordance with Public Utilities Code Section 728.3: a) No telephone corporation operating within a service area shall remove any public telephone unless it has posted on the public telephone for not less than 30 days a notice, in a manner and form approved by the commission, indicating that the public telephone is to be removed and containing the appropriate telephone number of the commission which a customer may call for further information. b) This section shall not apply when a public telephone is removed for public safety or public nuisance purposes or at the request of the owner or lessee of the property on which the public telephone is located. In accordance with Public Utilities Code Section 741, pay telephones must display who provides the phone, what the rates are, and how to receive a refund. 3. Defective Equipment a) Productive Use Requirements - The objective of the Productive Use Requirements is to allow time for any major defects to be worked out of the instrument(s) that are proposed for use in this services contract and to ensure that all proposed products have a record of proven use in customer environments prior to installation for State use. b) Customer In-Use Requirement -The proposer must provide an itemized list of in-service dates for the telephones, enclosures, lighting, operator services, dial-tone, and line access for interLATA, inter-State (including international), and intra-LATA calls. Hardware, wiring, and cabling shall meet current National Telephone Industry Association (NTIA) reliability standards. c) Enclosures and related materials shall meet all applicable standards identified by the Federal Communications Commission (FCC) and the California Public Utilities Commission (CPUC). IWTS telephones, line access, and transmission quality shall meet industry standards and all State and Federal regulations. ENCLOSURES Types - The Contractor shall offer a variety of enclosure types in order to provide the State with maximum placement options. In select, mutually agreed upon locations (e.g. highways and other high traffic areas), enclosures must provide noise suppression. The proposer is encouraged to offer a variety of these types plus additional types. The following enclosure types must be offered as a minimum: Wall, Pedestal, Booth, Flush Mount, and Mobile Trailer (temporary services).
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Enclosures, booths, shelves, pedestals, or other mounting apparatus selected for installation must be preapproved by the ordering Agency. Existing Enclosures - The enclosures now residing on state-owned or leased properties belong to MCI or Verizon. When existing enclosures conform to the specifications and requirements of the RFP, the awarded Contractor may: (a) continue to utilize the existing enclosures, (b) purchase the enclosures from the present owner, or (c) install new enclosures that conform to the requirements of this RFP. The use of existing enclosures that conform to the requirements of this RFP may be allowed ONLY when approved by the Agency pay telephone services Agent, as noted on the Agency order. All enclosures must be in “new” or “like new” condition. VALUE-ADDED SERVICES 1. Speed Dialing – A process whereby the telephone instrument dials a predetermined phone number by the press of a button. 2. Advertising – Advertising may be in the form of printing or on booths, enclosures or on the instruments themselves. The ordering Agency must approve the suitability of specific ads for use on public pay telephones that are placed on the agencies property, owned or leased. 3. Signage – Instructions shall be included for phone usage, telephone call rates, and any rules and regulations required by law. CONTRACTOR’S RESPONSIBILITIES The Contractor will be responsible for all equipment, labor, and all other costs associated with the provisions of the services required by this contract, including but not limited to, hardware, software, network, and support services. 1. Installation a) The installation of public pay telephone instruments, cables, and services shall be the responsibility of the Contractor. The Contractor must install public pay telephone instruments within thirty (30) days of request, or as mutually agreed upon with the ordering Agency. b) The Agency shall provide the Contractor access to the site for the purpose of installing instruments prior to the installation date. The Agency shall also be responsible for interior wiring associated with the installation of telephone instruments/equipment. The Contractor shall specify, in writing, the amount of time required for installation. The State cannot guarantee that the Contractor will be allowed unlimited access to facilities at all times, and the Contractor will need to factor these considerations into the day-to-day activities. c) The Contractor shall bear the total cost of installing, providing, and maintaining telephone line access services to each public pay telephone site. 2. Maintenance a) The Contractor is responsible, under this contract, to maintain the equipment ordered under this agreement. The Contractor must be responsive to the maintenance requirements of the respective Agency. The Contractor shall provide maintenance (labor and parts) and keep the public pay telephone equipment/services in good operating condition.
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The Contractor shall provide preventative maintenance, as required by the equipment manufacturer, and as necessary to maintain the system. Preventative maintenance shall be provided on a schedule that is mutually acceptable to the State and the Contractor, consistent with the Agency’s operating requirements, and based on the specific needs of the equipment, as determined by the Contractor and the Agency. Remedial maintenance, resulting from a public switched telephone network system software or hardware failure, shall be performed by the Contractor on an unscheduled basis (parts and labor included). The time required for the Contractor to respond to a call for remedial maintenance is known as “response time” or the interval of time from the time a service request is initiated by an Agency representative or contact person to the time that the Contractor’s qualified maintenance service personnel responds. Service personnel must physically arrive onsite or initiate remote remedial maintenance. Repairs must be completed within 72 hours of the initial notification.
3. Cleaning The Contractor shall ensure that all terminals, booths, and enclosures are cleaned and sanitized periodically. A minimum cleaning of each terminal enclosure or booth shall occur once each quarter, or more frequently as dictated by local conditions, such as heavy use, continued litter, etc. The contractor shall remove, when necessary, all graffiti, stickers, posters, litter, dust, and dirt from or within each terminal located on state property. 4. Help Desk The Contractor must provide a Help Desk that can be accessed via an 800 number. A live person must return a call placed to the Help Desk within two (2) hours, regardless of the time of day or day of the week. A trouble ticket will be opened when a call is placed to the Help Desk. This trouble ticket will not be closed until full service is completed. The trouble ticket will remain open until an Agency representative signs/approves it. 5. Problem Escalation The Contractor must include a problem escalation procedure, for problem solving in the event the Contractor does not provide satisfactory response to service issues. This procedure shall, at a minimum, identify the local and regional management staff accountable for this project, including their direct telephone numbers. Problem escalation procedure personnel must be updated if there is any change in the organization. 6. Fraud/Theft The Contractor agrees that the Agency shall bear no responsibility for fraudulent calls or theft of pay phone or other funds. 7. Call Back Services In the event the Contractor fails to provide any of the specified services in the prescribed manner, the Agency may call the Contractor to provide services within twenty-four hours, unless otherwise specified. 8. Workmanship All work provided by the Contractor shall conform to the latest requirements of Federal, State, City and County regulations. The Contractor is responsible for compliance with all applicable laws, codes, rules and regulations in connection with work performed under this agreement.
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9. Accidents/Damages Damage caused to the equipment covered herein due to fire, abuse, an act of God, accident, unauthorized alterations, disasters, the elements, failure of electrical power, misuse, use of unauthorized agents, theft, vandalism, or negligence by the State, its officers, agents, or employees, are not covered by this agreement and are the contractor’s responsibility. 10. Work Area While working on equipment, the Contractor agrees to perform services with as little disruption to the Agency’s operation as possible. All tools, equipment, and other work materials belonging to the Contractor will be removed from the Agency’s facility at the end of each working day. The Agency shall not be responsible for storage of any Contractor property. 11. Quarterly Report Compliance For all new installs, relocations, and de-installations made at the Ordering Agency’s request, the Contractor shall provide the Department of General Services with the following information during the term of the contract: 1) Quarterly Usage Report (for usage against the contract) 2) Copies of local government agency orders Failure to submit the above-mentioned documents may cause the Contractor to be in default of the contract. This shall be the primary responsibility of the Contractor and will be strictly enforced. Any Contractor who is untimely in ANY of the reporting requirements, or has to be contacted more than twice regarding this issue, may be removed from the Master Services Agreement (MSA), and no new orders will be placed against the contract. The Contractor shall deliver to the State a quarterly report summarizing MSA contract activity for each agency’s order within the reporting period. The report must be submitted no later than the fifteenth (15th) working day of the quarter following the period for which an order was placed. The report is to be sorted (alphabetized) by agency name then by date order. Each line of the report shall represent one order and must contain the information as follows: 1) Agency Billing Code 2) Agency Name 3) Agency Location 4) Agency Order Number 5) 6) 7) 8) Date of Order Service Description Service Ordered by Category Total Dollar Value of the Order
The State would prefer to receive these reports electronically via Email and be formatted using Microsoft Excel compatible (97 or newer). Send to Masters@dgs.ca.gov. The Contractor shall send copies of each local government agency order executed on the contract along with the quarterly report to: Department of General Services/ Procurement Division Master Service Agreement Unit 707 3rd Street, 2nd Floor West Sacramento, CA 95605
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Personnel a) Site Coordinator - During each installation, the Contractor shall assign a Site Coordinator, unless the Agency and the Contractor mutually agree to other arrangements. The Site Coordinator shall be immediately available to be the single point of contact to address any on-site issues that may arise during installations. b) Other Personnel - The Contractor must notify the State of any changes in personnel allowed access to State premises for the purposes of providing services outlined herein. Upon each personnel change, the State reserves the right to conduct fingerprinting and clearance through the Department of Justice, Bureau of Criminal Identification and Information prior to being permitted access to the premises.
Contract Transition Period The Contractor will participate in two transition phases. The transition phase-in period occurs as part of the implementation and transition from the incumbent Contractor to possibly the new Contractor. The transition phase-out period occurs upon the end of the contract term of this contract or upon cancellation of this contract, whichever occurs first. The Contractor agrees to fully cooperate with the State during the transition phases. A. Transition Phase-In Period 1) 2) Transition activities will begin upon award of the contract or shortly thereafter as agreed upon by the new Contractor and the individual participating State agencies. Upon contract award, the ordering State agency coordinators and the Contractor will meet to discuss and finalize transition and implementation plans. The level of detail and coordination required will be dependent upon whether all, part, or none of the existing public pay telephones and enclosures are to be replaced or reused. The current public pay telephones and enclosures are owned and operated by the incumbent contractor. The new contractor may purchase the existing instruments and enclosures or replace any of the existing instruments or enclosures subject to the requirements of this document and cooperation of the incumbent contractor. The Contractor will not be responsible for removing any existing equipment owned by the incumbent Contractor. The State will assist the new Contractor in coordinating and communicating with the incumbent Contractor regarding action items identified in the new Contractors transition and implementation plan.
B. Transition Phase-Out Period 1) The Contractor understands that the State intends to engage in a competitive procurement and enter into a new contract at the conclusion of this contract. The incumbent Contractor shall actively assist the State in transitioning service to the new Contractor. Within 30 days after receipt of instruction or date of discontinuance of Contractor service, which ever is later, the Contractor shall determine which equipment is to be removed from State premises and/or which equipment is to be transferred to the new Contractor. During the phase-out period, the Contractor shall ensure that the State public pay telephone users will have continuing and uninterrupted service. The Contractor agrees to extend pay telephone services on a month to month basis, as provided under the terms and conditions of this contract, for those phones that remain in service during the transition and implementation of the new Contractor services.
PACIFIC TELEMANAGEMENT SERVICES Contract Number 05-06-58-01 Page 8 of 16 4) The Contractor agrees to work with the State and the new Contractor to complete the transition including the removal of any existing equipment not to be used by the new Contractor.
II. PAY TELEPHONE FUNCTIONAL REQUIREMENTS The State has determined that it is in its best interest to define its needs, desired operating objectives, and preferred operating environment. Specific requirements will be defined in the Ordering Agencies Statement of Work (SOW). A. General Functional Requirements The functional requirements are designed to view the requested services from the Awarding Agency’s perspective. 1) Federal and State Laws, Rules Regulations and Codes - All services and equipment offered by the Contractor must comply with Federal and State laws, rules and regulations including, but not limited to, pricing, provision of consumer information, accessibility to inter-exchange carriers, accommodations for the handicapped and any applicable construction, electrical and safety codes. 2) Operation during Power Loss - All public pay telephones that require commercial AC power for full operation shall continue to provide 911, 0+ and 0- and coin operation for a minimum of four (4) hours during a commercial power failure. 3) Unblocking of Equal Access Codes - All equipment furnished for use on Agency owned and leased properties will comply with all requirements of the Telephone Operator Consumer Improvement Services Act of 1990 and all related Federal Communications Commission (FCC) requirements including, but not limited to, access to 10XXXX, 101XXXXX, 950 and 1800, 1-888, 1-877 and all other toll free access numbers that are used as alternate interexchange carrier access codes. B. Public Telephone Services The State views public payphone services to include a full range of those services offered today to the public. The State requires that a range of payment options be offered to users of public access terminals. The State also requires that all public pay telephone service terminals provide dial tone first and DTMF (Touch Tone) dialing where available. Basic Services are those services to which the public has become accustomed to having available at public pay telephones throughout the United States. These include: 1) Local service as defined in Local Exchange Carrier (LEC) tariffs by those exchanges, which can be called from each pay telephone services terminal at local rates. 2) Long Distance service or, in industry terms, inter-LATA and intra-LATA, and interstate calling capability. Access to local and long distance directory assistance shall be provided from all Public telephones located on State owned or leased property. In all locations, calling card, prepaid card, collects, and third-party billing payment options shall be accepted. In all cases, acceptance of the Bell Operating Company (BOC) calling cards shall be required where BOC calling cards have not been made proprietary.
PACIFIC TELEMANAGEMENT SERVICES Contract Number 05-06-58-01 Page 9 of 16 Toll free access to the Contractor’s customer service shall be available twenty-four (24) hours per day, seven (7) days per week. A live person must answer all calls 24-hours per day. One plus (1+), zero plus (0+) dialed basis and using other access methods as may be required by law, e.g., 1010XXXX, 950 or 1-800, 1-888 or 1-877 access methods is required. Zero plus (0+) Dialing Response - The proposed public pay telephone equipment/services must provide a “bong” tone within five (5) seconds completion of the 0+ dialing. If the user does not enter any additional numbers after the “bong” tone or after customer instructions are provided, the proposer shall guarantee that a live operator will then answer within ten (10) seconds of the “bong” tone at lease at least ninety-five percent (95%) of the time. Zero (0-) and zero-zero (00-) Dialing Response - When a user dials a zero and does not enter any additional numbers, the operator services must have a live operator answer within seven (7) seconds at least ninety-five percent (95%) of the time. In all public pay telephone locations, callers shall be able to access an operator by dialing “0” or “00” for assistance. The Contractor’s public pay telephones must offer access to 911 emergency services where available. For purposes of “911” communication, all proposed telephones must meet the requirements of the State of California Code section 53122 which states, in part, that “all pay telephones shall …enable a caller to dial “911” for emergency services, and reach an operator by dialing “0” without the necessity of inserting a coin. The equipment shall provide users access to the following without charge and without the use of a coin: (I) dial tone; (II) an operator, and (III) local 911 emergency service, or, where unavailable, prominently displayed instructions on how to reach local emergency service.
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EXHIBIT A-1 BUDGET DETAIL AND PAYMENT PROVISIONS
INVOICING AND PAYMENT A. For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein, which is attached hereto and made a part of the Agreement. B. Invoices shall include the Agreement Number and shall be submitted in triplicate not more frequently than monthly in arrears to: (See specific STD 213 or Local Governmental Agency purchase document.) BUDGET CONTINGENCY CLAUSE A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does to appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. I this event, the State shall have no liability to pay any funds whatsoever to the Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement. B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an agreement amendment to Contractor to reflect the reduced amount. PROMPT PAYMENT CLAUSE Payment will be made in accordance with, and within the time specified in Government Code Chapter 4.5, commencing with Section 927.
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COST WORKSHEET FOR PUBLIC PAYPHONES RELATED SERVICES (Category 1 for Statewide and Category 2 for CDCR) Rates for a Three-Year Term (For Statewide Services)
RELATED SERVICES COST WORKSHEET
Labor Cost for New Telephone Equipment Installation – (State Requested Only) A. B. C. Unit Cost
1. Labor Cost for New Installation (one to four phones per location) 2. Labor Cost for New Installation (five to nine phones per location) 3. Labor Cost for New Installation (ten or more phones per location)
Quantity X X X 750 500 250 = = =
Extended Price $187,500.00 $187,500.00 $187,500.00
$250.00 $250.00 $250.00
Labor Cost for New Enclosure Installation – (State Requested Only) 4. Labor Cost for Installation –Wall mount 5. Labor Cost for Installation – Pedestal 6. Labor Cost for Installation – Booth 7. Labor Cost for Installation – Flush Mount 8. Labor Cost for Installation – Trailer 9.
$0.00 $0.00 $0.00 $0.00 $0.00
X X X X X
600 450 135 300 15
= = = = =
$0.00 $0.00 $0.00 $0.00 $0.00
Labor Cost for Relocation/De-installation of Telephone Equipment – (State Requested Only) Labor Cost for Relocation/Deinstallation $ 250.00 X 300 = $75,000.00
10. Labor Cost for Relocation/Deinstallation of Enclosure
Column C Grand Total
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Monthly Preventive Maintenance and Repair Cost by Location/Number of Units A. B. D. Category 1 E. Category 2 - (Statewide) (CDCR) Unit Cost Quantity Extended Extended Price Price
11. Preventive Maintenance and Repair Service for Telephone Equipment - Monthly Rate (for one to four telephones per location). 12. Preventive Maintenance and Repair Service for Telephone Equipment - Monthly Rate (for five to ten telephones per location). 13. Preventive Maintenance and Repair Service for Telephone Equipment - Monthly Rate (for eleven or more telephones per location).
$100.00* $100.00* $100.00* $100.00* $ 75.00* $ 75.00*
X X X X X X
36 36 36 36 36 36
= = = = = =
$3,600.00 $3,600.00 $3,600.00 $3,600.00 $2,700.00 $2,700.00 $9,900.00 $9,900.00
Column D Grand Total: Column E Grand Total:
The Unit Cost represents the rate per Pay Telephone. The Contractor will credit 100% Coin, Operator Services, and Per Call Compensation revenues toward any Pay Telephone’s monthly maintenance cost. Twenty percent of revenues in excess of the $100 will be commissioned back to the user agency. Location shall be defined as all telephones contained within a building, camp, park, or institution. If a location contains 1-10 telephones, the State will be charged $100.00 per month per telephone. If a location contains more than 11 telephones at that location, the State will be charged $75.00 per month per telephone.
Category 1 (Statewide) equals Grand Total of Columns C and D. Grand Total of Column C:__$_637,500.00____ Plus the Grand Total of Column D:_____ 9,900.00____ Statewide Grand Total for Category 1:__ $ 647,400.00**___ Category 2 (CDCR) equals Grand Total of Columns C and E. Grand Total of Column C: ___$_637,500.00_____ Plus the Grand Total of Column E:______ 9,900.00_____ CDCR Grand Total for Category 2: ___$ 647,400.00**___
Add the Statewide Grand Total* and CDCR Grand Total** to arrive at the final dollar amount $_1,294,800.00__ (Basis of Award) * Unit Cost = rate per pay telephone.
The quantities listed on this and the previous page are projected only.
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EXHIBIT E MSA ADDITIONAL TERMS AND CONDITIONS
1. Applicability of Provisions All provisions included in this Agreement shall apply to all MSA release orders issued via this MSA. If there is a conflict between the MSA contract and the MSA release order, the MSA agreement shall prevail. 2. Licenses and Permits The Contractor shall be an individual or firm licensed to do business in California and shall obtain, at his/her expense, all license(s) and permit(s) required by law for accomplishing any work required in connection with this Agreement. 3. Subcontractors Any subcontractor, which is expected to receive more than ten (10) percent of the value of the agency order, must also meet all contractual, administrative, and technical requirements of the contract. Agencies will require this information/documentation in their Statement of Work. Nothing contained in this Agreement or otherwise shall create any contractual relationship between the State and any subcontractors, and no subcontractors shall relieve the Contractor of the responsibilities and obligations hereunder. The Contractor agrees to be fully responsible to the State for the acts and omissions of its subcontractors, and or persons either directly or indirectly employed by any of them, as it is for the acts and omissions of persons directly employed by the Contractor. The Contractor’s obligation to pay its subcontractors is independent from the State’s obligation to make payments to the Contractor. As a result, the State shall have no obligation to pay or enforce the payment of any moneys to any subcontractor. 4. Contract Violations The Contractor acknowledges that any violation of Chapter 2, or any other chaptered provision of the Public Contract Code (PCC), is subject to the remedies contained in PCC Sections 10420 through 10425. 5. Insurance Requirements The Contractor shall furnish to the State a certificate of insurance stating that there is commercial general liability and workers’ compensation insurance presently in effect for the Contractor of not less than $1,000,000 per occurrence for bodily injury and property damage liability combined. The certificate of insurance must include the following provisions: a) The insurer will not cancel the insured’s coverage without 30 days prior written notice to the State; and b) The State of California, its officers, agents, employees, and servants are hereby named as additional insured but only with respect to work performed for the State of California.
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The Contractor agrees that the liability insurance herein provided for shall be in effect at all times during the term of this contract (including all MSA release orders). In the event said insurance coverage expires at any time during the term of this contract, Contractor agrees to provide at least 30 days prior to said expiration date, a new certificate of insurance evidencing insurance coverage as provided for herein for not less than the remainder of the term of the contract, or for a period of not less than one year. New certificates of insurance are subject to the approval of the Department of General Services, and Contractor agrees that no work shall be performed prior to approval. In the event the Contractor fails to keep in effect at all times insurance coverage as herein provided, the State may, in addition to any other remedies, terminate this contract. 6. Release Orders (Contracts) Funded in Whole or Part by the Federal Government All contracts (including individual orders), except for State construction projects, which are funded in whole or in part by the federal government may be canceled with 30 days notice, and subject to the following: a) It is mutually understood between the parties that this Contract (order) may have been written before ascertaining the availability of congressional appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the Contract (order) were executed after that determination was made. b) This Agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government for the fiscal year during which the order was generated for the purposes of this program. In addition, this Contract (order) is subject to any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the Congress that may affect the provisions, terms or funding of this Contract (order) in any manner. c) It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this Contract (order) shall be amended to reflect any reduction in funds. The department has the option to void the Contract (order) under the 30-day cancellation clause or to amend the Contract to reflect any reduction of funds. 7. Budget Contingency It is mutually agreed that if the State Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program; this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement. If funding for any fiscal year is reduced or deleted by the State Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an agreement amendment to Contractor to reflect the reduced amount. 8. Debarment Certification (Federally Funded Service Contracts Over $10,000) ) When Federal funds are being expended, the prospective recipient of Federal assistance funds is required to certify to the buyer, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
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9. DGS Termination of Contract The DGS, Procurement Division, may terminate this contract at any time with one-month prior written notice. Upon termination or other expiration of this contract, each party will assist the other party in the orderly termination of the contract and transfer of all assets, tangible and intangible, as may facilitate the orderly, undisrupted business continuation of each party. This provision shall not relieve the contractor of the obligation to perform under any release order (contract) or other similar ordering document executed prior to the termination becoming effective. 10. Negotiation At the State’s sole option, the DGS reserves the right to invoke negotiations pursuant to Public Contract Code Section 6611, in accordance with existing guidelines and procedures adopted by the Department of General Services. 11. Conflict of Interest See Public Contract Code §10410 through Public Contract Code §10412. 12. Federal Air or Water Pollution Violations See Government Code §4477 13. Audit Contractor agrees that the awarding department, the DGS, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. 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 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 Agreement. (GC 8546.7, PCC 10115 et seq., CCR Title 2, Section 1896). 14. Amendment No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. 15. Approval This Agreement is of no force or effect until signed by both parties and approved by DGS, if required. Contractor may not commence performance until such approval has been obtained. 16. Termination for Cause The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination, the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand. 17. Independent Contractor Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State.
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18. Timeliness Time is of the essence in this Agreement. 19. Liquidated Damages Installation Delays Caused by the Contractor: 1) If the Contractor does not install the public pay telephone(s), ready for use, as listed under the Agency order, on or before the installation date(s) specified in the Agency order, the Contractor shall be liable for fixed liquidated damages specified in the Agency order, in lieu of all other damages for such non-installation. Liquidated damages shall accrue for each calendar day between the installation date(s) specified in the Agency order, and the date the public pay telephone is certified ready for use or 180 calendar days, whichever occurs first. 2) If some, but not all of the public pay telephone(s) are installed, ready for use during a period of time when liquidated damages are applicable, and the public pay telephone(s) are used, liquidated damages shall not accrue against the public pay telephone(s) used for any calendar day the public pay telephone(s) are so used. 3) Should the Contractor fail to install the public pay telephone(s) within sixty (60) days from the installation date set forth in the Agency order, the State may obtain replacement public pay telephone(s). In such event, the Contractor shall be liable for liquidated damages until the replacement public pay telephone(s) is installed and ready for use, or for 180 days from the installation date, whichever occurs first. 4) Installation or Delivery Delays Caused by the State - Liquidated damages shall not accrue in the event the public pay telephones cannot be installed due to the State’s failure to prepare the facility by the requested date of service, as specified in the Authorization to Proceed, or a change directed by the State requires a later installation date of the public pay telephone and the State has failed to notify the Contractor of the delay at least fifteen (15) days prior to the original installation date.