GENERAL PROVISIONS – TELECOMMUNICATIONS

Revised 06/06/2025

Issued by:

STATE OF CALIFORNIA

California Department of Technology Office of Statewide Technology Procurement PO Box 1810 Rancho Cordova, CA 95741

State of California Department of Technology Office of Statewide Technology Procurement

TABLE OF CONTENTS

SECTION 1. DEFINITIONS

Unless otherwise specified in the Statement of Work or defined in the text of this Contract, capitalized terms used herein shall be given the meaning shown below. The word “include” or “including” shall be deemed to mean “include, without limitation” or “including, without limitation,” as case may be, and the language following “include” or “including” shall not be deemed to set forth an exhaustive list.

Acceptance: as defined in Section 15.1.2 Acceptance.

Acceptance Test: means the tests performed after Installation Date which are intended to determine compliance, performance, and reliability of Deliverables with the specifications and all other attachments incorporated herein by reference and to determine the specifications set forth in the Contract.

Artificial Intelligence (AI): means an engineered or machine-based system that varies in its level of autonomy and that can, for explicit or implicit objectives, infer from the input it receives how to generate outputs that can influence physical or virtual environments (Gov Code §§ 11549.64 & 11546.45.5).

Attachment: means a mechanical, electrical, or electronic interconnection to Contractor-supplied Goods that is not connected or provided by Contractor.

Business Entity or Firm: means any individual, business, partnership, joint venture, corporation, S-corporation, limited liability company, sole proprietorship, joint stock company, consortium or other private legal entity recognized by statute.

Buyer or Customer: means (i) State entities, (ii) local government entities that are defined as “any city, county, city and county, district, or other local governmental body or corporation empowered to expend public funds for the acquisition of goods, information technology, or services” per Public Contract Code Chapter 2, Paragraph 10298 (a) (b), (iii) 100% tax supported governmental entity, (iv) a governmental entity with a Joint Powers Agreement, or (v) federally recognized Indian Tribes.

CALNET: means California Network and Telecommunications program, a division of the Office of Technology Services within CDT.

CDT: means California Department of Technology.

CMO: means CALNET Management and Oversight.

Cloud Services or Cloud Computing Services: means the cloud services, including Software as a Service (“SaaS”), Infrastructure as a Service (“IaaS”), Platform as a Service (“PaaS”), and any other vendor-managed or hosted services, and any related services, provided to the State pursuant to the Contract.

Cloud Services Availability: as defined in Section 21.7 Cloud Services Availability.

Cloud Services Overage Charges: any additional fees incurred for usage of Cloud Services that exceeds the allocated usage limits specified in the Contract.

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.

Conflict Laws: as defined in Section 13.5.2 Waiver of the Follow-On Restrictions.

Contract: means, collectively, the purchase order (by whatever name known or in whatever format used), these General Provisions – Telecommunications, and the other documents set forth in Section 3 Order of Precedence.

Contract Manager: means Contract Representative, Contract Contact, Contract Program Manager, or as specified in the Contract.

Contractor: means individual(s) or the business entity with whom the State enters into this Contract. Contractor shall be synonymous with “Reseller,” “supplier,” “vendor,” “Service Provider,” or other similar term.

Contractor’s Published Pricing: as defined in Section 2.3.2 Compliance With Regulatory Filings Requirements.

Cost to Cover: means as defined in Section 8.7 Remedies for Breach of Warranty.

CPU: means as defined in Section 4.1 Software License.

Data Breach: means any access, destruction, loss, theft, use, modification, or disclosure of State Data by an unauthorized party or that is in violation of Contract terms, or applicable state or federal law.

Days: means calendar day(s).

Deliverables: means Goods, Services, Documentation, works of authorship, and any items to be delivered pursuant to this Contract, including any such items supplied that are incidental to the provision of Services.

Derivative Works: as defined in Section 9.1.2 Pre-Existing Material.

Disentanglement: means as defined in Section 5.5 Disentanglement (Migration-Out).

Documentation: means instructions, specifications, training materials, reports, manuals, or other documents provided in hard copy or electronic form with the Goods, Services or otherwise, in accordance with the Contract. Documentation customized for the State hereunder constitutes Work Product if such materials are required by the Statement of Work.

DVBE: as defined in Section 19.2.1 DVBE Criteria.

Economic Sanctions: as defined in Section 13.10 Executive Order N-6-22 Russia Sanctions.

eVAQ: means Electronic Vendor Application of Qualifications. The eVAQ is an external pre-qualification process to the solicitation and it is designed to process as much of the administrative requirements required to do business in the State of California in advance to streamline the solicitation process.

Effective Date: shall mean the date set forth in Section 2.1.3.a Contract Effective Date.

E-rate: as defined in Section 15.4.1 Examination and Audit of Records.

Enhancements: means as defined in Section 5.3 Availability of Refreshed Technology and Additional Service Items.

Four-Digit Date Compliance: as defined in Section 13.17 Four-Digit Date Compliance.

FTI: as defined in Section 21.6.1 No Access to FTI.

GenAI Training Data: any content, information, or data that is used to train, tune, test, or validate a GenAI, including text, images, video, audio, code, or similar types of input.

Generated Data: any output, results, content, or other data that is produced by GenAI, including but not limited to text, images, video, audio, code, or similar types of output.

Generative AI (GenAI): means an AI system that can generate derived synthetic content, including text, images, video, and audio, that emulates the structure and characteristics of the system’s GenAI Training Data (Gov Code §11549.64).

Goods: means all types of tangible personal property, including but not limited to, materials, supplies, technology, hardware, Software, and equipment (including telecommunications and broadband hardware) to be delivered pursuant to this Contract, including any such items furnished incidental to the provision of Services.

Government Purpose Rights: as defined in Section 9.2 Government Purpose Rights.

Hallucination: means Generated Data that is nonsensical, false, or misleading, and is not based on real or existing data, but is instead produced by bias or the GenAI’s extrapolation or creative interpretation of its Gen AI Training Data.

IFB: means Invitation for Bid.

Infrastructure-as-a-Service (IaaS): means the capability to provide processing, storage, networks and other fundamental computing resources where the User is able to deploy and run arbitrary software, which can include operating systems and applications. The User does not manage or control the underlying Cloud Services infrastructure but has control over operating systems, storage, and deployed applications; and possibly limited control of select networking components (e.g., host firewalls).

Installation Date: means the date by which the Contractor must have commenced the Services, or installed Software, or Goods, ready (certified) for use by the State or Customer.

IPR: as defined in Section 15.7 Price Guarantee Period.

Limitation of Liability: as defined in Section 16.3.4 Rights and Remedies of State for Default.

Maintenance: means (i) remedial maintenance performed as a result of Goods, Software or Services failure, and which is performed as required, i.e. on an unscheduled basis; or (ii) maintenance performed on a scheduled basis and is designed to keep the Goods, Software or Services in proper operating condition, in accordance with the requirements of the Contract.

Most Favored Nation: as defined in Section 15.14 “Most Favored Nation” Status of State.

Ordering Document or Service Request: means the document used to, without limitation, order, purchase, move, add, change, disconnect, transfer, cancel or delete Goods, Software or Services such as a Telecommunications Service Request (Form 20), STD. 65, Request for Offer (RFO) or other Customer authorized procurement document.

OSTP: means Office of Statewide Technology Procurement.

Party or Parties: means as defined in Section 2.1 Contract Formation.

Platform-as-a-Service (PaaS): means the capability to deploy onto Cloud Services infrastructure Customer- created or -acquired applications created using programming languages and tools supported by the Service Provider. This capability does not necessarily preclude the use of compatible programming languages, libraries, services and tools from other sources. The User does not manage or control the underlying cloud infrastructure, including network, servers, operating systems or storage, but has control over the deployed applications and possibly application hosting environment configurations.

Pre-Existing Materials: as defined in Section 9.1.2 Pre-Existing Material.

Prompt: means any written, spoken, or rendered information provided as a query, command, or other form of input, to any GenAI in connection with this Contract. For avoidance of doubt, Prompt includes any input automatically detected or created by the GenAI, as well as any derivate works of a Prompt or collection of Prompts.

Purchase Price: as defined in Section 12.1.1 Direct Damages.

Rejection Notice: means as defined in Section 6.2 Notice of Rejection.

Requests: as defined in Section 10.7 Legal Requests.

Reseller (see also Contractor): means the business entity authorized by the Service Provider or software publisher to resell the Deliverables to the State.

RFP: means Request for Proposal.

RPO: as defined in Section 21.14.4 Repair and Restore.

RTO: as defined in Section 21.14.4 Repair and Restore.

Scope of Work: means description of work as mutually agreed upon by Contractor and the Customer (or CMO) that is accompanied with an Ordering Document. The Scope of Work does not supersede the Statement of Work.

Security Incident: means an occurrence that actually or potentially jeopardizes the confidentiality, integrity, or availability of an information system or the information the system processes, stores, or transmits or that constitutes a violation or imminent threat of violation of security policies, security procedures, or acceptable use policies, including but not limited to a Data Breach.

Security Policies: as defined in Section 21.12.1 Customer Security Policies Compliance.

Service Provider: means a provider of the Services under the Contract, as set forth in the Statement of Work, if applicable.

Services or Telecommunications Services: means an all-inclusive term, which includes, support services (such as Maintenance, operation), other personal services (such as technical or professional services, e.g., consulting and direction, project management, implementation, training, customization), telecommunications technologies or services (such as Voice over Internet Protocol, Ethernet, Cellular, Internet, Satellite), Cloud Services (such as SaaS, PaaS, IaaS) provided by the Contractor in accordance with this Contract or telecommunication security services (such as network, infrastructure or device security).

Signing Date: as defined in Section 2.1.3 Contract Effective Date.

Software: means an all-inclusive term that refers to any computer programs, routines, or subroutines supplied by Contractor, including Commercial Software or operating Software, application programs or programming aids to facilitate the use of Goods or Services.

Software as a Service (SaaS): means the capability provided to the User to use the Service Provider’s applications running on a cloud infrastructure; applications are accessible from various client devices through either a thin client interface, such as a web browser (e.g., web-based email), or a program interface; User does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited User-specific application configuration settings.

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 as identified in the Contract.

State Data: means all data owned by the State, and submitted to, processed by, or stored by Contractor or Service Provider under this Contract and includes all data that originated with the State or Users, all data provided by the State or Users, and all data generated, manipulated, produced, reported by or otherwise emanating from or by applications run by the State or Users on the System or Services. For clarity and without narrowing the scope of this definition, State Data is synonymous with “customer data”, “customer content”, or similar terms, as may be used in Contractor’s or Service Provider’s service agreements that may be incorporated into the Contract as an attachment or by reference, and includes the following:

Non-Public Data: means data, including Personal Information, that is not subject to distribution to the public as Public Information. Non-Public Data includes Customer Proprietary Network Information (CPNI). It is deemed to be sensitive or confidential by the State because it contains information that may be exempt by statute, regulation, or policy from access by the general public as Public Information.

Personal Information: as defined by the California Information Practices Act (Civ. Code, § 1798 et seq.).

Public Information: means any information prepared, owned, used, or retained by the State and not specifically exempt from the disclosure requirements of the California Public Records Act (Gov. Code, § 7920 et seq.) or other applicable state or federal laws. For clarity, "Public Information” is also interchangeable with “Public Data”.

State Data Availability: as defined in Section 21.8 State Data Availability.

Statement of Work (SOW): means a document provided by the State which defines the timeline, and specifies the objectives, Deliverables and tasks that Contractor is expected to provide or perform, the responsibilities and expectations, indicating the type, level and quality that is expected, all of which form a contractual obligation upon Contractor. For purposes of the CALNET program, the SOW shall mean the requirements contained in the CALNET solicitation documentation and Contractor’s response to meet the program requirements in the solicitation as stated in Contractor’s proposal.

System: means the hardware, Software or Services as described in this Contract that are integrated, functioning together, and performing in accordance with this Contract.

Telecommunications: means but is not limited to, wireless or wired systems for transport of voice, video, and data communications, network systems, requisite facilities, equipment, system controls, simulation, electronic commerce and all related interactions between people and machines as defined in Government Code 11532.

Termination Date: as defined in Section 16.2.1 Termination for Convenience Notice.

Termination Notice: as defined in Section 16.2.1 Termination for Convenience Notice.

Third Party Obligation: as defined in Section 11.1.2 Pass-Through Indemnity for Third Party Obligations.

Transition Period: as defined in Section 21.13.1 Transition Period.

Updates: means as defined in Section 4.2 Future Releases.

U.S. Intellectual Property Right: means any intellectual property right enforceable in the United States, including, without limitation, rights in trademarks, trade secrets, copyrights, and U.S. patents.

Use: as defined in Section 10.5.1 Restriction on Use.

User(s): means any authorized end user of the Deliverables or System under this Contract including but not limited to Buyer’s employees, independent contractors, authorized agents, auditors, representatives, officials, other independent providers, or any external users contemplated by the Parties.

Work Authorization: an attachment to a Statement of Work, used for approval of unanticipated work. At minimum, a Work Authorization includes:

Task summary of work to be performed Schedule dates of work Estimated labor hours Labor hour rates Estimated total costs.

Contractor personnel to be assigned Job classification/skill level Completion criteria and/or deliverables Approval signature lines for contractor and the State Work Product: as defined in Section 9.1.1 Work Product.

SECTION 2. CONTRACT FORMATION

2.1 CONTRACT FORMATION

The State and Contractor are individually referred to as a “Party” and collectively referred to as “Parties”.

2.1.1 SOLICITATION RESPONSE

If this Contract results from a response to a solicitation conducted pursuant to Chapters 2 (commencing with Section 10290), 3 (commencing with Section 12100), 3.5 (commencing with Section 12120), 3.6 (commencing with Section 12125) of Part 2 of Division 2 of the Public Contract Code (PCC), or PCC Section 6611, then Contractor's solicitation response 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.

2.1.2 OTHER OFFERS, QUOTES OR PROPOSALS

If this Contract results from a solicitation other than as set forth in Section 2.1.1 (Solicitation Response), Contractor’s quotation or proposal is deemed a firm offer and this Contract is the State’s acceptance of that offer.

2.1.3 CONTRACT EFFECTIVE DATE

Awarded Contracts signed by Contractor (“Signing Date”) shall become effective when signed by the State(“Effective Date”). This Contract shall not be binding or of any legal force or effect on the State until the Effective Date.

For CALNET Contracts, an awarded Contractor shall not begin implementation, i.e., selling Goods or Services or accepting the Customer orders until the CMO authorizes Contractor in writing to do so, and naming a specific implementation start date for such activities. The CMO reserves the right to delay a Contractor’s implementation of sale of Goods or Services, or accepting the Customer orders pursuant to an awarded Contract to the extent determined by the CMO to be in the State’s interest.

2.1.4 IRREVOCABLE OFFER

1. From the Signing Date to the Effective Date, this Contract constitutes the irrevocable, firm offer by Contractor to provide the Services to the State for the charges set forth in the Contract.

The State may exercise its option to extend the Contract by giving written notice of extension to Contractor prior to expiration of the term. Contractor shall provide a reminder letter to the State ninety (90) calendar days prior to the end of the Term and each extension thereof if the State shall not have previously provided written notice to Contractor of its intent to extend the Contract prior to such dates.

For purpose and clarity and avoidance of confusion under this Contract, the State is granted the limited right to make Goods and Services contemplated herein available to Customers.

2.1.5 EVAQ INCORPORATION

Contract shall automatically incorporate by reference all of the OSTP eVAQ terms and conditions which shall apply for the duration of the Contract. Contractor may utilize the eVAQ terms and conditions for multiple solicitations provided the eVAQ is valid and applicable.

2.1.6 BUDGET CONTINGENCY CLAUSE

This Contract is valid and enforceable only if: (a) sufficient funds are made available by the State Budget Act of the appropriate State Fiscal Year(s) covered by this Contract ; or (b) sufficient funds are made available to the State by the United States Government for the Fiscal Year(s) covered by this Contract. If funding for any fiscal year is reduced or deleted by the Budget Act or by the United States Government, CDT shall have the option to either cancel this Contract with no liability occurring to the State other than as contained herein, or offer Contract amendment to Contractor to reflect the reduced amount, as provided in Section 16.1 (Termination for Non-Appropriation of Funds).

2.2 CONTRACTOR’S POWER AND AUTHORITY

2.2.1 GRANT OF RIGHTS

1. Contractor warrants that it has full power and authority to grant the rights herein 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.

The State will notify Contractor promptly in writing of any such breach of warranty claim, and Contractor will have sole control of the defense of any 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 required by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); or

ii. Where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, CDT must approve any settlement or compromise, which approval will not unreasonably be withheld or delayed.

iii. The State will reasonably cooperate in the defense and in any related settlement negotiations. Further, Contractor agrees it will not enter into any arrangement with any third-party which may diminish any rights of the State under the Contract.

2.2.2 RESELLER’S WARRANTY

To the extent, Contractor is a Reseller, Contractor warrants that: (a) the Service Provider has reviewed the Contract; (b) in Contractor’s agreement with the Service Provider, the Service Provider has agreed to accept the responsibilities, obligations, and liabilities (such as License Grant, Inspection, Acceptance, Rejection, Warranties, Confidentiality, Indemnification, Data Protection Provisions) under this Contract that naturally reside with the Service Provider with respect to the provision of Deliverables; and (c) Contractor can provide the Deliverables in accordance with the Contract.

2.3 COMPLIANCE WITH STATUTES AND REGULATIONS

2.3.1 COMPLIANCE WITH LAWS

The Parties warrant and certify that in the performance of this Contract, they will comply with all applicable statutes, rules, regulations and orders of the United States and the State of California. Contractor agrees to indemnify the State against any loss, cost, damage, or liability by reason of Contractors violation of this provision (including violations by Contractor’s employees, contractors, and agents), subject to the requirements set forth in Section 11.2 (Indemnification Process).

2.3.2 COMPLIANCE WITH REGULATORY FILINGS REQUIREMENTS

1. In the event that any term or action required in this Contract requires a regulatory filing, Contractor shall make such filing and such action or term shall, to the extent applicable, be made effective pursuant to the rules of the Federal Communications Commission (“FCC”) or the California Public Utilities Commission (“CPUC”). To the extent applicable, Contractor shall make the appropriate FCC filing in a timely manner with the rates being effective consistent with FCC requirements. Under the CPUC, the terms are effective immediately upon signature by the Parties; provided, however, that, to the extent applicable, Contractor is obligated to and shall make a formal filing with the CPUC in a timely manner and shall provide the State with written notice that such filing has been made.

In addition to the foregoing, Contractor shall make all necessary regulatory filings which shall include the rates and charges for the Service(s) and any terms and conditions that affect the rates and charges paid by any Customer.

Should the filings described herein not adequately address an issue or fail to address an essential fact, Contractor’s tariffs or published service guides (or other published corporate pricing if Contractor is not required to file tariffs) (collectively the “Contractor’s Published Pricing”), if applicable, shall be utilized as a basis for providing continuity of Service, and Service offerings, pending subsequent mutual agreement and modification of this Contract by the parties; provided, however, if the Parties are unable to reach such mutual agreement within a reasonable period of time and good faith effort, then the State may take action pursuant to the terms and conditions of this Contract, including but not limited to terminating the affected Service(s) without penalty, or continuing the Service at Contractor’s Published Pricing.

SECTION 3. ORDER OF PRECEDENCE

In the event of any inconsistency or conflict between the sections, exhibits, attachments, specifications or provisions comprising the Contract, the following order of precedence shall apply:

1. All regulatory filings pursuant to the terms and conditions of this Contract.

1. The eVAQ inclusive of the General Provisions – Telecommunications (except in the instances herein where the provision contains “Unless otherwise specified in the Statement of Work” (or similar phrase), the provisions specified in SOW shall take precedence over the provisions referenced in these General Provisions).

1. The eVAQ inclusive of the GenAI Special Provisions (except in the instances therein where the provision contains “Unless otherwise specified in the Statement of Work” (or similar phrase), the provisions specified in SOW shall take precedence over the provisions referenced in these Special Provisions).

1. Contractor’s approved eVAQ, and any attachments thereto.

1. The TECH 213 Standard Agreement and any amendments thereto, issued as a result of a solicitation (e.g., IFB and RFP).

1. Statement of Work contained in the solicitation documentation in the following order of precedence:

7. The specifications and requirements contained in the solicitation documentation.

7. State approved pricing contained in the Cost Worksheet and Catalog A (for CALNET Contracts only), and any amendments thereto, whichever cost is lower.

7. Contractor’s response to meet or exceed the specifications and requirements in the solicitation as stated in their bid or proposal. (The parties acknowledge and agree that silence in the bid or proposal with respect to a particular solicitation specification or requirement equals consent by Contractor to meet such specification and requirement.)

7. Any other exhibits or attachments to Statement of Work.

1. Ordering Document or equivalent, or Work Authorizations.

1. The Scope of Work, including any specifications and requirements contained in the Scope of Work.

1. All other Contractor or Service Provider attachments included in the Contract or incorporated in the Contract by reference ( e.g. end user license agreements, acceptable use policies, service guides, product specific terms and conditions.)

SECTION 4. LICENSE GRANTS

4.1 SOFTWARE LICENSE

Unless otherwise specified in the Statement of Work:

1. If use of the Service requires the use of separate or additional Software, Contractor hereby grants to the State and the State accepts from Contractor, subject to the terms and conditions of this Contract, a royalty-free and non-exclusive license to use the Software and any Documentation. The State may use the Software only in connection with the use of the Service and according to any licensing terms as may be specified in the Contract. Acceptance of Software (including any third-party Software) will be governed by the terms and conditions of this Contract.

1. The license granted herein authorizes the State to use the Software in machine-readable form on the computer System located at the site(s) specified in the Statement of Work. The computer System and its associated units (collectively, “CPU”) are as designated in the Statement of Work. If the designated CPU is inoperative due to malfunction, the license granted herein shall be temporarily extended to authorize the State to use the Software, in machine-readable form, on any other State CPU. By prior written notice, the State may redesignate the CPU in which the Software is to be used, provided that the redesignated CPU is substantially similar in size and scale at no additional cost. The redesignation shall not be limited to the original site and will be effective upon the date specified in the notice of redesignation.

4.2 FUTURE RELEASES

Unless otherwise specified in the Statement of Work, if improved versions, patches, corrections, modifications, bug fixes, updates, or releases (collectively, “Updates”) of the Software versions are developed by Contractor, and are made available to other licensees, such Updates will be made available to the State at no additional cost only if such are made available to other licensees at no additional cost. If Contractor offers new versions or upgrades to the Software, they shall be made available to the State at the State’s option, at a price no greater than the Contract price.

4.3 ENCRYPTION & AUTHORIZATION KEYS

Upon initiation of Cloud Service, Contractor shall provide all encryption and authorization keys required by the Users to access the Cloud Services.

4.4 DOCUMENTATION FOR MAINTENANCE PURPOSES

4.4.1 DOCUMENTATION FOR DELIVERABLES

Contractor agrees to provide to the State, at no charge, all Documentation as described within the Statement of Work, and updated versions thereof, which are necessary to the State in its use of the Deliverables or System provided hereunder. The State may reproduce the Documentation as reasonably necessary to use the Deliverables or System, provided that all such copies reproduce Contractor’s proprietary markings in the same form and manner as the original. Contractor agrees to provide additional Documentation at prices not in excess of charges made by Contractor to its other customers for similar Documentation or the Contract rate.

4.4.2 DOCUMENTATION FOR MAINTENANCE

Upon written notice by the State, Contractor will provide assistance including relevant Documentation to allow the State to perform Maintenance on the Deliverables or the System based on Contractor’s methodology. Contractor agrees that the State may reproduce such Documentation for the State’s own use in maintaining the Deliverables or the System and Contractor agrees to license any other contractor that the State may have hired for Maintenance, to use the above noted Documentation. The State agrees to include Contractor’s copyright notice on any such Documentation reproduced, in accordance with copyright instructions to be provided by Contractor.

SECTION 5. SERVICES

5.1 SERVICES

Contractor will provide the Services for the periods set forth in the Statement of Work or Ordering Document. Subject to Section 10 (Confidentiality; Data Rights) and Section 21 (Data Protection Provisions) of this Contract, the State may provide reasonable access to information, Documentation, facilities, equipment, hardware, Software, and personnel as agreed by the Parties to facilitate Contractor’s performance of the Services.

5.2 CUSTOMER IN-USE REQUIREMENTS

Unless otherwise specified in the Statement of Work:

1. The State requires that each Good and Service component proposed as part of a solution must have been installed and in production to one or more commercial or government accounts in the same configuration provided, to paying customers external to Contractors organization, for at least six (6) months prior to the Installation Date set forth in the applicable Statement of Work or Work Order.

1. The State has the option at any time to request from Contractor supporting evidence of compliance with the Customer In-Use Requirements.

5.3 AVAILABILITY OF REFRESHED TECHNOLOGY AND ADDITIONAL SERVICE ITEMS

5.3.1 ENHANCEMENTS

1. Contractor shall evolve, supplement and enhance the Goods and Services provided in the normal course of business and that which is in scope of the Contract during the Term, both to keep pace with and utilize technological advancements and improvements in the method of delivering telecommunications related Services and the pricing thereof. Contractor also acknowledges that the telecommunications environment is critical to the State’s business success, and that the State’s needs and requirements with regard to the telecommunications environment may also evolve and change over time, and that the need for enhanced or modified functionality may arise. Therefore, during the Term and within Contract scope, either Party may suggest enhancements or additional required Goods or Services, modifications, cost saving items, or items that might be considered to keep pace with or to take advantage of the latest and most useful technological advancements and improvements in Contractor’s performance (collectively, “Enhancements”).

When such Enhancements substitute, replace, modify or improve Goods or Services already being received by the State (e.g., network upgrades that generally benefit all users of the network and are not specifically requested by the State), Contractor will make such Enhancements available to the State under this Contract at no additional cost to the State.

If Enhancements do not substitute, replace, modify or improve Goods or Services already being received by the State under this Contract, but instead add to additional material functionality and features, Contractor will make such Enhancements available to the State under the existing Contract through a written proposal. Each proposal for Enhancements must provide a i) business case that includes potential users and technical requirements, if any, and ii) competitive pricing that includes market analysis that illustrates cost benefits and cost justification. The State, in its sole discretion, shall determine whether to approve of the proposal Enhancements and its inclusion in the Contract. If the State chooses to proceed hereunder, the State and Contractor will negotiate in good faith to agree on any additional terms and conditions, if any, under which the Enhancement will be added to this Contract through the amendment process. Contractor shall update any applicable marketing plans used in connection with the Goods or Services hereunder.

5.3.2 ENHANCEMENTS APPROVAL

1. Contractor understands that the State is solely responsible for approval of proposal for Enhancements and agrees, absent an approved amendment from the Contract’s authorized State agency or State’s designated authority, Enhancements must not be added to this Contract. Consistent with and without limiting anything set forth in Section 20.13, Non-Exclusive Agreement, nothing in this Section shall prohibit the State from pursuing or obtaining the same or similar Enhancements with or from other providers or requiring that certain Enhancements may only be obtained from certain providers.

For statewide telecommunications Contracts, Contractor agrees that the Enhancements must not be added to the Contract at the request of any Buyer unless otherwise authorized by CDT.

5.4 MIGRATION (MIGRATION-IN)

Contractor shall perform all migration-in, transition-in, and other similar services as set forth in the Statement of Work. Contractor’s failure to perform such services or any non-compliance with the migration-in or transition-in requirements as set forth in the Statement of Work shall constitute a material breach of the Contract. In the event of such breach or any non-compliance, the State shall be entitled to pursue all rights and remedies available under the Contract, at law or in equity.

5.5 DISENTANGLEMENT (MIGRATION-OUT)

Contractor shall perform all migration-out, transition-out, transfer and other similar services as set forth in the Statement of Work. Contractor’s failure to perform such services or any non-compliance with the migration-out, transition-out or transfer requirements as set forth in the Statement of Work shall constitute a material breach of the Contract. In the event of such breach or any non-compliance, the State shall be entitled to pursue all rights and remedies available under the Contract, at law or in equity.

5.6 NEED FOR CONTRACTOR SERVICES DUE TO EMERGENCY

Unless otherwise specified in the Statement of Work, in case of an emergency, Contractor shall make every reasonable effort to assist the Customer in procuring the use of Contractor Services consistent with that provided under this Contract to meet such emergency. During an emergency, the price and service levels for such compatible Services or Goods shall be reasonably set by mutual agreement of the parties and shall be no greater than the Contract rates and at service levels substantially similar to those set forth in the Contract. The Customer, at its option, may accept or reject the use of emergency Goods or Services. An emergency is defined in PCC SECTION 1102: "Emergency," as used in this code, means a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services.

5.7 PROVISIONING OF DELIVERABLES AND SERVICES

Unless otherwise specified in the Statement of Work, Contractor will not commence provisioning Deliverables or Services for a given Buyer until Contractor receives a complete, signed, accepted, and accurate Ordering Document in accordance with the Contract user instructions. The Ordering Document may be accompanied by a Scope of Work or a Work Authorization as applicable.

5.8 SERVICE TO PUBLIC ENTITIES AND LOCAL GOVERNMENT AGENCIES

In accordance with Government Code Section 11541, Contractor agrees to provide Service to all eligible Buyers pursuant to this Contract. Contractor agrees that it shall have no recourse against the State for any act or omission of the Buyer, which arises from Contractor furnishing Goods or Services pursuant to this Contract.