RFP Response Requirements

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					                                    NEW YORK STATE
   Eliot Spitzer   OFFICE OF TEMPORARY AND DISABILITY ASSISTANCE         David A. Hansell
    Governor                    40 NORTH PEARL STREET                     Commissioner
                             ALBANY, NEW YORK 12243-0001




Dear Prospective Bidder:


Thank you for your interest in receiving the New York State Department of Family

Assistance (DFA) Information Technology Temporary Personal Services (ITTPS)

RFP.



A few highlights of the RFP are listed below:

     1. As a result of this procurement, the DFA will develop a pool of pre-qualified

          Backdrop contractors to solicit over the 60-month contract term as specific

          needs are identified for personal services. Section VI of the RFP defines the

          Task order award process undertaken by the State to locate qualified IT

          professionals to fill its temporary personnel needs on a staff augmentation

          basis. Backdrop contractors that have pre-qualified for the specific job title

          will be invited to submit resumes, forms and specific pricing for the

          engagement. The successful respondent is awarded a Task Order.

     2. All personal services Backdrop contractors must agree to a common set of

          contractual terms and conditions as set forth in RFP Exhibit E. Only those

          bidders that have executed the new contract will be allowed to receive Task

          order award solicitations.


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    3. The contract will be a multi-agency agreement to be signed by each of the

        participating client agencies (hereinafter referred to as the "State"): The

        Office of Temporary and Disability Assistance (OTDA); the Office of

        Children and Family Services (OCFS); the Office for Technology (OFT); and

        the Department of Labor (DOL). The 16 original signature pages required in

        response to the RFP will enable each agency to individually process

        contracts for approvals.

    4. A continuous recruitment provision will allow the State to update job titles

        and to enroll additional contractors. This provision will also allow

        Contractors to add job titles and to revise ceiling rates.


RFP Response Requirements

In order to qualify as an ITTPS Backdrop contractor, your response must be sent to

Kathy Schwarz at the following address:

                                  Kathy Schwarz
                                    NYS OTDA
                          Bureau of Contract Management
                                40 No. Pearl Street
                                       13A
                                Albany, NY 12243

Because original signature pages are needed, no fax or E-mail transmissions will be

permitted. RFP Section IV and RFP Exhibits A, B and C describe the specific

response requirements.




We remind you again that only responsive bidders having submitted complete

proposals--including executed signature pages signifying acceptance of the Exhibit


                                           2
E terms and conditions--will be awarded Backdrop contracts. Any contract language

exceptions proposed by an Offeror will be subject to acceptance by the State or to

Offeror withdrawal prior to contract award. The State reserves the right, in its sole

discretion, to determine the materiality of the Offeror’s proposed exceptions and any

exceptions will ordinarily not be accepted. Keep in mind that, as a Backdrop

contractor, your company will be under no obligation to bid on any engagement if

company management ultimately determines that any aspect of a particular Task

order award solicitation is objectionable.



The State welcomes your participation.


                                             Sincerely,



                                             James Herrick
                                             Bureau of Contract Management

Enclosures
   RFP




                                              3
                      NEW YORK STATE
       OFFICE OF TEMPORARY AND DISABILITY ASSISTANCE

              PERSONAL SERVICES RE-SOLICITATION RFP

                       TABLE OF CONTENTS


SECTION I            INTRODUCTION

SECTION II           PROCUREMENT INFORMATION AND REQUIREMENTS

SECTION III          PERSONAL SERVICE CATEGORIES

SECTION IV           PROPOSAL REQUIREMENTS

SECTION V            PROPOSAL EVALUATION CRITERIA

SECTION VI           THE TASK ORDER AWARD PROCESS AND STATE
                     OPERATING PROCEDURES

EXHIBIT A            STANDARD RESPONSE FORMS
EXHIBIT B            BIDDER’S RESPONSE FORMS
EXHIBIT C            CONTRACT SIGNATURE PAGE
EXHIBIT D            PERSONAL SERVICE REQUIREMENTS
EXHIBIT E            VENDOR CONTRACT
EXHIBIT F            PROCEDURE FOR HANDLING OF PROTESTS/APPEALS
                     OF BID SPECIFICATION AND PROPOSED AWARDS




                                4
                                    SECTION I
                                 INTRODUCTION

A.   Organizational Description
     1. The New York State Department of Family Assistance (DFA) and its
        component offices (the Office of Children and Family Services (OCFS) and
        the Office of Temporary and Disability Assistance (OTDA)), are responsible
        for supervising the administration of assistance and care under various
        Federally titled programs contained in the Food Stamp Act, the Social
        Security Act and an array of State sponsored programs. DFA systems
        include the Welfare Management System (WMS), Benefit Issuance and
        Control System (BICS), Child Support Management System (CSMS) and
        Child Care Review Service (CCRS).

     2. The Office for Technology, which provides centralized technology services,
        shapes technology policy and coordinates statewide technology-related
        initiatives that improve efficiency for New York State government.

     3. The New York State Department of Labor (DOL) is the state’s primary
        advocate for job creation and economic growth through workforce
        development. The Department administers New York’s unemployment
        insurance system, labor exchange system, and employment and training
        programs. The Department oversees state worker protection programs and
        enforces safety and health regulations in the public sector, state labor laws
        and federal statutes related to working conditions, wages and hours , and
        laws related to Public Work. DOL is the State’s principal source for labor
        market information and offers a variety of services that help businesses find
        workers and help people find jobs.


B.   System Architecture
     DFA is moving to an N-tiered, client server and browser based approach that will
     allow a more structured approach to programming, will allow greater ease of
     maintenance, and will provide the ability to make system changes much more
     quickly, and a more open, less proprietary approach that allows more flexibility in
     the use of off-the-shelf software and to port software between systems. It will
     allow DFA to leverage its expenditures to significantly modernize its
     programming/database infrastructure.


C.   Objective of this RFP
     This document is a Request for Proposal (RFP) to acquire a pool of Backdrop
     contractors to be utilized in a Task Order Award solicitation, as described in
     Section VI, Task Order Award Process. The Task Order Award solicitation will
     allow for the procurement of consultant/programming support services. During
     the Task Order Award solicitation, contractors will be solicited to offer their “best
                                           5
     and final” price at or below the ceiling rates in their Backdrop contract.
     Backdrop Contracts for these services will be for a period of five years with two
     optional one year extensions.

     The State encourages firms, regardless of size, to submit a bid in response to
     this Request for Proposal. Since the State will contract with multiple vendors, it
     is not necessary for any one Offeror to provide all the services required. An
     Offeror may elect to bid on only one personal service title or multiple service
     titles. All responsible Offerors who submit responsive proposals to this RFP and
     meet the mandatory criteria set forth herein will be qualified for a Backdrop
     contract.


D.   Continuous Recruitment

     Continuous Recruitment is a contracting process designed: 1) to assist vendors
     doing business with the participating DFA client agencies by awarding Backdrop
     contracts to new vendors on an ongoing basis; 2) to enable the State to respond
     to changes in the technology marketplace; and 3) to allow newly emerging
     technologies or vendor specialties to be quickly recognized and included by
     amending existing Backdrop contracts.          Unique aspects of continuous
     recruitment are:

     1.    Continuous Receipt of Bid Proposals. Continuous Recruitment is unique
           in that there is no public bid opening or fixed date for submission of bids.
           Proposals may be received at any time up to twelve months prior to the
           expiration of the contract term. This allows new Vendors to be added to
           the contract at any time without having to wait for a new contract cycle to
           begin.

     2.    Contract Term. The starting date for each new contract will vary
           according to the date of the Offerors’ bid submission and approval by the
           New York State Comptroller’s Office. Individual services awarded under a
           Backdrop contract will survive said expiration date to project completion,
           and will be governed by the terms of the stand-by contract notwithstanding
           its expiration.

     3.    Additional Service Categories. The State will allow Backdrop contractors
           to amend their contracts in order to qualify for additional categories or
           services as Contractors develop new specialties or expertise or as the
           State identifies the need to expand the range of categories and services
           covered by the Backdrop contracts. At such time, existing Backdrop
           contractors may respond to such solicitations with revised ceiling rates
           and/or additional personal services titles.

     4.    Additional Personal Services Titles. The State reserves the right to add
           Personal Service titles or modify the mandatory requirements for the
           existing titles that are contained in Exhibit D. At such time the State will
           solicit new ceiling pricing for new titles and will permit ceiling price
           revisions when the mandatory requirements have been modified.
                                          6
                              SECTION II
                      PROCUREMENT INFORMATION
                         AND REQUIREMENTS

A.   Title of RFP
     This RFP shall be identified as the Information Technology Temporary Personal
     Services (ITTPS) RFP.

B.   Issuing Agency

     This RFP is being issued by the New York State Office of Disability and
     Temporary Assistance (OTDA) for the State of New York. The contracts resulting
     from this RFP will be a multiple agency contract executed by the Office of
     Temporary and Disability Assistance, the Office of Children and Family Services
     (OCFS), the Office for Technology (OFT), and the New York State Department of
     Labor (DOL).

C.   Questions Regarding this Procurement

     All questions regarding this procurement to be given consideration by the State
     must be submitted via e-mail to OTDAbid@dfa.state.ny.us or by US Postal
     Service to Kathy Schwarz at the following address:

           NYS OTDA
           40 North Pearl Street
           13th floor, Section A
           Albany, NY 12243
           (518) 402-3004

     Questions must be received in accordance with the timetable in Section II.D. of
     this RFP.

     Each question should, to the degree possible, cite the specific RFP section and
     paragraph number to which it refers. The State will distribute its official answers
     to the questions by the date indicated in Section II.D. to all prospective
     contractors.

D.   Timetable
     Release of RFP – 9/5/05
     Final Date for Receipt of Questions – 9/26/05
     Official Responses to Questions – 10/24/05
     Proposal Due Date – N/A
     Notification of Initial Awards – N/A



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E.   Submission of Proposals

     1.   Proposals must be signed by an official authorized to bind the Offeror to its
          provisions. To be eligible for establishment of a Backdrop contract resulting
          from this RFP, five copies of an offeror’s proposal are required to be
          submitted including a total of 16 original signature pages (Exhibit C).

     2.   Offerors mailing their responses must allow sufficient mail delivery time to
          ensure receipt of their proposals within the time frames indicated in Section
          II.D.

     3.   Proposals should be transmitted with the following information clearly
          displayed on the exterior of the packaging:

               Offeror’s name and address
               Information Technology Temporary Personal Services

     4.   Five (5) Hardcopy proposals and one (1) electronic copy on CD ROM in
          Microsoft Word/Excel/Project format must be mailed or delivered to Kathy
          Schwarz at the following address:

              NYS OTDA
              Bureau of Contract Management
              13A
              40 North Pearl Street
              Albany, New York 12243

     5.   All proposals and accompanying documentation become the property of the
          State and ordinarily will not be returned.


F.   Intentionally left Blank


G.   State Rights

     1. The State reserves the right to use any and all ideas presented in any
        response to the RFP. Selection or rejection of any proposal does not affect
        this right. The State shall also have unlimited rights to disclose or duplicate,
        for any purpose whatsoever, all information or other work product developed,
        derived, documented or furnished by the Offeror under any Agreement
        resulting from this RFP.

     2. In the event of contract award, all computer programs and other
        documentation produced as part of the contract will become the exclusive
        property of the State. The State reserves a royalty free, non-exclusive and
        irrevocable license to reproduce, publish or otherwise use and to authorize
        others to do so, such software, modifications and documentation.

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3. The State reserves the right to:

   a) Reject any or all proposals received in response to this RFP.

   b) Reissue a modified version of this RFP.

   NOTE: With regard to all modifications, clarifications, etc. regarding this RFP
     which the State reserves the right to issue, any such modification issued
     on or before the due date for proposals shall go to all entities which have
     requested a copy of this RFP; after that date (or an amended date, as the
     case may be), notification will be only to Offerors who have submitted
     proposals. Please note that the State’s right to issue modifications, etc.
     permits any addition or deletion of requirements as the State may deem
     appropriate, subject only to the bounds set forth in the Contract Reporter
     issuance.

   c) Amend any part of this RFP, at any time, upon written notification to
      Offerors.

   d) Utilize any and all ideas submitted in the proposals received, unless those
      ideas are covered by legal patent or proprietary rights.

   e) Disqualify any Offeror whose conduct or proposal fails to conform to the
      requirements of this RFP.

   f) Direct any Offeror or number of Offerors to submit proposal modifications
      addressing subsequent RFP amendments.

   g) Accept all or part of a selected Offeror’s proposal.

   h) Eliminate any requirement(s) unmet by all Offerors upon notice to all
      parties submitting proposals.

   i) Make typographical or computational corrections to proposals, with the
      concurrence of the Offeror.

   j) Waive procedural technicalities in proposals received, upon notification to
      the Offeror involved.

   k) Change any of the scheduled dates, including start dates, stated herein
      upon notice to the Offerors.

   l) Request Offerors to clarify their proposal and/or submit additional
      information pertaining to their proposal.

   m) Select and award contracts to more than one Offeror.

   n) Solicit proposal clarifications from an Offeror.


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H.   Incurred Costs
     The State of New York shall not be liable for any costs incurred by an Offeror in
     the preparation and production of a proposal. Any work performed prior to the
     issuance of a fully executed contract or delivery of an order by the State to the
     Contractor will be done only to the degree the Contractor voluntarily assumes the
     risk of nonpayment.

I.   Content of Proposals
     To be considered responsive, an Offeror should submit complete proposals
     which satisfy all the requirements stated in this RFP. Proposals not conforming
     to the outline content and sequence as specified in Section IV may be rejected
     as nonconforming.

J.   Public Information Requirements
     All the proposals upon submission will become the property of the State. The
     State will have the right to disclose all or any part of a proposal to public
     inspection based on its determination that disclosure of all or any part of the
     proposal will serve the public interest. Prospective Offerors are further advised
     that, except for trade secrets, other proprietary information and certain personnel
     information (which the State has reserved the right to disclose), all parts of
     proposals must ultimately be disclosed to those members of the general public
     making inquiry under the New York State Freedom of Information Law (Public
     Officers Law, Article 6) although proposal contents cannot ordinarily be disclosed
     by the State prior to bid award. Should an Offeror wish to request exception from
     public access to information contained in its proposal, the Offeror must
     specifically identify the information and explain in detail why public access to the
     information would be harmful to the Offeror. Use of generic trade secret legends
     encompassing substantial portions of the proposal or simple assertions of trade
     secret interest without substantive explanation of the basis therefore will be
     regarded as non-responsive requests for exception from public access and will
     not be considered by the State in the event a Freedom of Information request for
     proposal information is received

K.   Intentionally left Blank



L.   Affirmative Action
     1.     The State is in full accord with the aims and effort of the State of New
            York to promote equal opportunity for all persons and to promote equality
            of economic opportunity for minority group members and women who
            own business enterprises, and to ensure there are no barriers, through
            active programs, that unreasonably impair access by Minority and
            Women-Owned Business Enterprises (M/WBE) to State contracting
            opportunities.
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     2.     Prospective Offerors to this RFP are subject to the provisions of Article
            15-A of the Executive Law and regulations issued thereunder.

     3.     Contractors and subcontractors shall undertake or continue existing
            programs of affirmative action to ensure that minority group members and
            women are afforded equal employment opportunities without
            discrimination because of race, creed, color, national origin, sex, age
            disability, marital status, military status, sexual orientation and genetic
            predisposition or carrier status. For these purposes, affirmative action
            shall apply in the areas of recruitment, employment, job assignment,
            promotion, upgrading, demotion, transfer, layoff, or termination and rates
            of pay or other forms of compensation.

     4.     For purposes of this RFP, the State has goals for subcontracting with and
            purchasing from Minority and Women-Owned Business Enterprises
            (M/WBE’s) and for the employment of protected class individuals.
            Definitions of terms related to these goals can be found in Exhibit E of
            this RFP. The State’s goal for subcontracting and purchasing is 5-10% of
            the total dollars expended from any contract for subcontracts or for the
            purchase of supplies, equipment or printing. The State’s goal for
            employment of protected class individuals is 5-10% of the total dollars
            expended from any contract for personnel or consultants.

     5.     Each Offeror is required to submit an Equal Employment Opportunity
            (EEO) Policy Statement, and a completed Bidder’s Identification Form
            (Exhibit A.3)

     6.     Any contract in the amount of $50,000 or more which is awarded as a
            result of this RFP will be subject to all applicable State and Federal
            regulations, laws, executive orders and policies regarding affirmative
            action and equal employment opportunities. Offerors should refer to
            Exhibit E of this RFP for the Affirmative Action language which will be
            included in the contract resulting from this RFP.

M.   Anti-Kickback Act

     The Contractor understands that it must comply with federal Executive Order
     11246, the Copeland “Anti-Kickback Act” (18 USC 874), Section 508 of the
     federal Clean Air Act, Section 306 of the federal Clean Water Act, and that it
     must certify that neither it nor its principals are debarred or suspended from
     federal financial assistance programs and activities and to complete and return in
     pursuit of such certification any appropriate form required by the State (see
     federal Executive Order 12549 and 7 CFR Part 3017).

     The contractor is advised that it will be required to comply with the requirements
     of the Drug-Free Workplace Rules as set forth at 7 CFR 3017 and 3021. Under
     these regulations, no entity which has been disbarred or suspended for violation
     of Drug-Free Workplace Requirements can be allowed to contract for the
     services being funded by FNS. A listing of suspended/disbarred entities will be
                                         11
     reviewed by the OTDA to assure that no contract awardee is named in that
     listing.


N.   Prime Contractor’s Responsibility
     In the event the selected Offeror’s proposal includes services provided by
     another firm, it shall be mandatory for the selected Offeror to assume full
     responsibility for the delivery for such items offered in the proposal. Should the
     selected Offeror seek external financing, the State reserves the right to approve
     the assignment of the contract for financing purposes. In any event, the State
     will contract only with an Offeror, not the Offeror’s financing institution or
     subcontractors. The State shall consider the selected Offeror to be the sole
     responsible contact with regard to all provisions of the contract resulting from this
     RFP.

O.   Contract
     The State, through its three client agencies, will enter into contracts with each of
     the contractors selected as a result of this RFP. There is no guarantee, implied
     or otherwise, that a contractor will be used as a result of any contract award
     resulting from this RFP.

P.   Multi-Agency Use
     While the State supports systems for three agencies, any contract entered into
     pursuant to an award resulting from this RFP shall contain a provision which
     grants the option to extend the terms and conditions of such contract to any other
     State agency in New York State, as well as Local Districts in New York State
     providing human services such as income maintenance, job training,
     employment, social services or health related services in New York State.
     .

Q.   Contacts with Employees
     1. From the release date of this RFP until the resultant contracts are approved
        by the Office of the State Comptroller, all Offeror contacts related to this
        procurement with State staff must be authorized by the DFA point of contact,
        Kathy Schwarz (518) 402-3004.

     2. Prospective Offerors may not approach State personnel with offers of
        employment during the procurement period. Any Offeror who is aware of a
        State employee who is considering employment with the Offeror must advise
        the State forthwith.

R.   Intentionally Left Blank



                                          12
     S.      Procurement Lobbying Act
          Pursuant to State Finance Law §§139-j and 139-k, this procurement
          imposes certain restrictions on communications between The State and a
          vendor during the procurement process. Vendors are restricted from
          making oral, written or electronic contacts with New York State employees
          until Office of the State Comptroller (OSC) task order approval other than
          to the point of contact as identified above. Statutory exceptions to vendor
          contact with other than the designated point of contact are listed below:
           Submission of a written proposal in response to this procurement;
           Submission of written questions prior to the proposal due date; (note: the PLA
              does not allow the hiring manager to schedule interviews)
           Complaints filed by an vendor stating that the designated point of contact has
              failed to respond in a timely manner;
           Negotiations following task order award;
           Debriefings to vendors that were not award recipients;
           Filing of an appeal or protest.
          New York State employees other than the designated point of contact who are
          contacted by a vendor are required to obtain and record certain information when
          contacted that could result in a finding of non-responsibility against the vendor.
          Such a finding can result in a rejection of a task order award and in the event of
          two findings within a 4 year period, the vendor would become debarred from
          obtaining New York State contracts. Further information about these
          requirements can be found at
          http://www.ogs.state.ny.us/aboutOgs/regulations/defaultAdvisoryCouncil.html.

          The Procurement Lobbying Act also requires that every procurement over
          $15,000 include a certification by the vendor that all information provided to the
          agency is complete, true, and accurate with regard to prior non-responsibility
          determinations within the past four years based on (i) impermissible contacts or
          other violations of State Finance Law Section 139-j, or (ii) the intentional
          provision of false or incomplete information to a governmental entity. See the
          attachments for the certification form.

          The State reserves the right to terminate the award resulting from this
          procurement in the event it is found that the certification filed by the Offeror in
          accordance with New York State Finance Law §139-k was intentionally false or
          intentionally incomplete. Upon such finding, The State may exercise its
          termination right by providing written notification to the award recipient.




T.        Public Officers Law

          All Offerors and their employees must be aware of and comply with the
          requirements of the New York State Public Officers Law, and all other
          appropriate provisions of New York State Law and all resultant codes, rules and
          regulations from State laws establishing the standards for business and
                                               13
     professional activities of State employees and governing the conduct of
     employees of firms, associations and corporations in business with the State. In
     signing the proposal, each Offeror guarantees knowledge and full compliance
     with those provisions for any dealings, transactions, sales, contracts, services,
     offers, relationships, etc. involving the State and/or State employees. Failure to
     comply with those provisions may result in disqualification from the bidding
     process and in other civil or criminal proceedings as required by law.

U.   Omnibus Procurement Act

     It is the policy of New York State to maximize opportunities for the participation of
     New York State business enterprises, including minority and women-owned
     business enterprises as bidders, subcontractors, and suppliers on its
     procurement contracts. Information on the availability of New York State
     subcontractors and suppliers is available from:

        NYS Department of Economic Development
        Division for Small Business
        One Commerce Plaza
        Albany, NY 12245
        Phone: (518) 474-7756 Fax: (518) 486-7577

     Note: Companies requesting lists of potential subcontractors and suppliers are
     encouraged to identify the SIC code, size and location of vendors.

     A directory of minority and women owned business enterprises is available from:

        NYS Department of Economic Development
        Minority and Women’s Business Development Division
        One Commerce Plaza
        Albany, NY 12245

        Phone: (518) 473-1979            Fax: (518) 473-0665


     The Omnibus Procurement Act of 1992 (OPA 92) requires that by signing a bid
     proposal, contractors certify that whenever the total bid amount is greater than
     $1,000,000:

     1. The contractor has made reasonable efforts to encourage the participation of
        New York State Business Enterprises as suppliers and subcontractors on this
        project, and has retained the documentation of these efforts to be provided
        upon request to the State;

     2. The contractor has complied with the Federal Equal Opportunity Act of 1972
        (P.L. 92-261), as amended;

     3. The contractor agrees to make reasonable efforts to provide notification to
        New York State residents of employment opportunities on this project through
        listing any such positions with the Job Service Division of the New York State
                                          14
        Department of Labor, or providing such notification in such manner as is
        consistent with existing collective bargaining contracts or agreements. The
        contractor agrees to document these efforts and to provide said
        documentation to the State upon request;

     4. The contractor acknowledges notice that New York State may seek to obtain
        offset credits from foreign countries as a result of this contract and agrees to
        cooperate with the State in these efforts.

V.   Office for Technology Review
     Prior to award selection, this RFP and all responses thereto may be subject to
     review by the New York State Office for Technology.

W.   Vendor Responsibility
     Section 163 of the State Finance Law requires that contracts be awarded on the
     basis of lowest price or best value to a responsive and responsible Offeror. The
     State and courts have determined that responsibility includes integrity, previous
     performance, legal authority to do business in New York State, and financial and
     organizational ability to perform the contract.

     As part of the procurement process, Offerors, affiliates and any business entity of
     which the Offeror is a subsidiary and subcontractors (where the subcontractor is
     known at the time of the contract award, its qualifications are a material factor in
     the award, and its subcontract will equal or exceed $100,000 over the life of the
     contract) are required to complete the Contractor/Subcontractor Background
     Questionnaire and submit it with its proposal. The State shall conduct reviews of
     each vendor for responsibility and responsiveness. The State may, at the State’s
     sole discretion, request additional information, including meeting with the Offeror.

     If the Offeror is determined by the State to be not responsible, the State shall
     inform the Offeror of such ruling. The Offeror shall have 30 days to request a
     meeting with the State to explain the ruling and to demonstrate the finding to be
     incorrect or to correct/resolve any issues impacting the Offeror’s responsibility. If
     the State’s finding remains unchanged after meeting with the Offeror, the Offeror
     shall be removed from consideration for this contract.

     The Offeror that is awarded this contract shall update the
     Contractor/Subcontractor Background Questionnaire whenever such information
     changes and prior to any contract extensions and/or amendments. In the case of
     an assignment, a Contractor/Subcontractor Background Questionnaire should be
     submitted for the Contractor and Subcontractors. If the Offeror is determined, on
     the basis of new or previously undisclosed information, to be not responsible, the
     contract may be terminated, at the State’s sole discretion.




                                          15
X.   New York State Sales and Compensating Use Taxes
     Tax Law Section 5-a, which was added to the Tax Law under Part N of Chapter
     60 of the Laws of 2004, imposes upon certain contractors the obligation to certify
     whether or not the contractor and its affiliates are required to register to collect
     state sales and compensating use tax. Where required to register, the contractor
     must also certify that it is, in fact, registered with the New York State Department
     of Taxation and Finance (DTF). The law prohibits the New York State
     Comptroller, or other approving agency, from approving a contract awarded to a
     Offeror meeting the registration requirements but who is not so registered in
     accordance with the law.

     Pursuant to Tax Law Section 5-a, contractors must complete, sign, and file a
     properly completed Form ST-220-CA (with the OTDA) and Form ST-220-TD
     (with the Tax Department). Contractors must also submit a copy of the
     Certificate of Authority, if available, for itself and any affiliates required to register
     to collect state sales and compensating use tax. If Certificates of Authority are
     unavailable, the contractor, affiliate, subcontractor or affiliate of subcontractor
     must represent that it is registered and that it has confirmed such status with
     DTF.

Y.   Procedure for Handling of Protests/Appeals of Bid Specification
     and Proposed Awards
     It is the policy of the State contracting program to provide all bidders with an
     opportunity to resolve complaints or inquiries related to bid solicitations or
     pending contract awards administratively. The State encourages bidders to seek
     resolution of complaints concerning the contract award process through
     consultation with the State. All such matters will be accorded impartial and timely
     consideration. Detailed procedures are outlined in Exhibit F of this RFP.

Z.   Information Security Breach and Notification ACT
     The New York State "Information Security Breach and Notification Act" also
     known as the "Internet Security and Privacy Act" took effect December 9, 2005.
     The Legislature and Governor have enacted the Law in response to past and
     continuing identity theft and security breaches affecting thousands of people. The
     Law requires any person or business that conducts business in New York State
     and that owns or licenses computerized data that includes private information
     (including but not necessarily limited to social security numbers, credit and debit
     card numbers, drivers license numbers, etc.) must disclose any breach of that
     private information to all individuals affected or potentially affected in an
     expeditious manner. You may view a copy of the Law at
     http://public.leginfo.state.ny.us/menugetf.cgi?COMMONQUERY=LAWS by
     searching for "INTERNET SECURITY AND PRIVACY." The Law is Article 2 of
     the State Technology Law. You may also find the Law in Chapter 442, Laws of
     2005. All contractors must be compliant with the Law.


                                             16
AA. Consulting Services Report

    Chapter 10 of the Laws of 2006 amends State Finance Law §§ 8 and 163 by
    requiring:

       That the Office of the State Comptroller (OSC) include in the Consulting
        Services Report it compiles annually on contracts issued by State agencies
        for consulting services during the previous fiscal year, certain additional
        information on employees providing services under such contracts;
       That contractors annually report certain employment information to the
        contracting agency, the Department of Civil Service (DCS) and OSC; and
       That OSC include such employment information in the Procurement
        Stewardship Act Report it compiles annually

   The first State Consultant Services Contractor’s Annual Employment Report will be
   due May 15, 2007, and will include information for the period ending March 31,
   2007. Thereafter, the State Consultant Services Contractor’s Annual Employment
   Reports will be due no later than May 15th of each succeeding year. For additional
   information, please refer to OSC bulletin G-226 - Consultant Disclosure Legislation
   http://nysosc3.osc.state.ny.us/agencies/gbull/g-226.htm




                                         17
                                  SECTION III
                           PERSONAL SERVICE TITLES



A.   The State has identified 110 titles under which it may solicit contractor(s) to provide
     personal service support. The qualifications and requirements for each title are
     contained in Exhibit D. Titles have been listed in 14 categories of Personal Service
     as follows:

     1.   MANAGEMENT

          a.   Project Manager (Entry Level)
          b.   Project Manager
          c.   Project Manager II
          d.   Project Manager III
          e.   Project Manager IV
          f.   Project Manager (Development)
          g.   Project Manager (Infrastructure)
          h.   Project Manager (Implementation)
          i.   (IBM) Operations Platform Manager
          j.   (Unisys) Operations Platform Manager
          k.   (Open Systems) Operations Platform Manager
          l.   (Production Controls Operations) Platform Manager
          m.   (Print Operations) Platform Manager
          n.   (Media) Library Supervisor II
          o.   (Open Systems) Production Control Supervisor
          p.   (IBM) Production Control Supervisor
          q.   Specialist III
          r.   Facilities Plant Manager


     2.   UNISYS/COBOL

          a.   Programmer I
          b.   Programmer II
          c.   Application Programming Manager
          d.   Advanced and Group Leaders
          e.   UNISYS COBOL Consultant
          f.   Application Architect


     3.   UNISYS DMS-1100 DATA BASE ADMINISTRATION

          a.   Data Base Administrator
          b.   Data Base Consultant/Designer
          c.   Data Base Supervisor
          d.   Data Base Programmer
          e.   Data Base Performance Specialist
          f.   Production Control Specialist
                                             18
     g.   Production Control Supervisor
     h.   File Management Supervisor
     i.   File Management Specialist
     j.   Computer Console Operator III
     k.   Quality Control Specialist
     l.   Forms Support Specialist


4.   TELECOMMUNICATIONS

     a.   Manager of Software Support
     b.   Manager of Telecommunications Support
     c.   Manager of Data Communications
     d.   Data Communications Specialist
     e.   Network Performance Specialist

5.   CLIENT SERVER

     a.   Client Server Programmer
     b.   Data Base Architect
     c.   Client Server Application Architect
     d.   Oracle Database Administrator
     e.   Oracle Database Administrator/Warehouse Architect
     f.   SQL Server Database Administrator
     g.   Client Server and Development Tool Consultant
     h.   Performance Specialist
     i.   Windows OS Specialist
     j.   Power Builder Programmer/Architect
     k.   Web Application Developer
     l.   Web Interface Designer
     m.   Java Developer
     n.   J2EE Architect

6.   UNISYS OPERATIONS

     a.   Disaster Recovery Planner/Specialist
     b.   Computer Systems Programmer
     c.   Manager of Computer Operations
     d.   Computer Operator V
     e.   Computer Operator V (Production Control)
     f.   Computer Operator I
     g.   Disaster Recovery Planning Specialist

7.   SECURITY

     a. Security Designer/Data Administrator
     b. Security Administrator
     c. Facilities Planning Specialist


                                     19
8.    OFFICE AUTOMATION

      a.   OA Coordinator
      b.   Site Contact
      c.   LAN Administrator
      d.   Microsoft Support Specialist I
      e.   Microsoft Support Specialist II
      f.   OA Installer
      g.   OA Hotline Support Staff
      h.   Information Center User Consultant

9.    IMPLEMENTATION/TRAINING

      a.   Requirements Definition Specialist
      b.   Workflow Analyst
      c.   Design Facilitator
      d.   Training Specialist
      e    Coordinator (Implementation/Training)
      f.   Implementation Specialist
      g.   System Tester
      h.   User/Product Test Specialist
      i.   Automated System Tester


10.   BUSINESS ANALYSIS AND TECHNICAL WRITING

      a.   Business Analyst
      b.   Technical Writer
      c.   Documentation Specialist/Technical Writer
      d.   Facilitator
      e.   Procedures Writer

11.   CLERICAL AND ADMINISTRATIVE

      a.   Word Processing/Keyboard Specialist
      b.   Administrative Assistant
      c.   File Conversion Clerk
      d.   Data Processing Clerk
      e.   Clerk
      f.   Laborer
      g.   (Media) Librarian
      h.   Facilities Security Attendant

12. IBM

      a. Consultant/Designer
      b. Computer Systems Programmer
      c. Application Architect
      d. Production Control Specialist
      e. File Management Supervisor
                                       20
         f.   File Management Specialist
         g.   Computer Console Operator III
         h.   Forms Support Specialist
         i.   Quality Control Specialist

     13. Open Systems

         a. Production Control Specialist
         b. File Management Supervisor
         c. File Management Specialist
         d. Computer Console Operator III

     14. Telecom

         a. Computer Console Operator III
         b. Computer Operator II (Tape/Print/Client Server Backup & Storage)



B.    Offerors are invited to respond to one or more of the titles noted above. For each
      personal service title an Offeror wishes to respond to in their proposal, they must
      so indicate on the Bidder Response Form (Exhibit B) as “YES” to signify they can
      provide personnel capable of meeting the qualifications for said title. In addition,
      the Offeror must also indicate their “ceiling rate” for each title they are responding
      to on the Bidder Response Form. Ceiling rate is the highest hourly rate which
      the Offeror proposes. At the time a Task Order Award solicitation is conducted,
      the State will have sole responsibility in determining candidate eligibility. The
      State reserves the right to impose a maximum hourly ceiling rate for any
      subsequent Task Order Award solicitation.

C.    Offerors will be awarded Backdrop contracts based on the evaluation and
      selection processes described in Section V. Offerors awarded these contracts
      will be solicited by the State to provide personal services as the need for such
      services arises, utilizing the Task Order Award process described in Section VI.




                                            21
                                      SECTION IV
                       PROPOSAL REQUIREMENTS

To be eligible for contract award, Offerors are required to submit a complete response
to this Request for Proposal in conformance with the format and content requirements
set forth in this section.

An Offeror may propose to provide one or more of the personal service titles as listed in
Section III.

Offerors are required to submit five (5) Hardcopy proposals (including a total of
16 signature pages) and one (1) electronic copy on CD ROM in Microsoft
Word/Excel/Project format.

A.    General Summary
      1. An Executive Summary must be submitted which describes the Offeror’s
         understanding of the requirements presented in the RFP, the State’s
         approach and how the Offeror can assist the State in accomplishing this
         effort. Include a statement explaining how the Offeror is qualified to perform
         IT staff augmentation services. In addition, the Executive Summary must
         describe the range of services generally provided, name the individual
         authorized to submit responses to the State’s Task Order Award proposal(s),
         and include a statement that the individual signing the signature pages is
         authorized to bind the company.

      2. Offerors must provide a statement informing the State if they have or have
         not been suspended or debarred from entering into Federally funded
         contracts pursuant to U.S. Executive Order 12549 and/or 41 CFR Part 105-
         68, or if there is any information known to the Offeror or its agents that there
         has been any activity or investigation that could result in its suspension or
         debarment.

B.    Required Bid Forms
      The following forms can be found in Exhibit A and must be completed by each
      Offeror:

      1. MacBride Fair Employment Principles
      2. Non-Collusive Bidding Practices
      3. Bidder’s Identification Form
      4. Article 15-A Requirements
      5. Contractor/Subcontractor Background Questionnaire
      6. Offerer’s Certification and Affirmation of Understanding of and Agreement
         pursuant to State Finance Law §139-j and k
      7. Offerer Disclosure of Prior Non-Responsibility Determinations (PLA)
      8. DTF Contractor Certification Forms
          ST-220CA
                                           22
         ST-220TD
     9. Security, Nondisclosure, Confidentiality and Press Releases Agreement

C.   Bidder Response Form
     For each personal service title being proposed, an Offeror must write or type
     YES in each box in the Bidder Response Form which can be found in Exhibit B
     for each title it commits to being capable of providing one or more candidates to
     fill positions through the Task Order Award solicitation(s). In addition, the
     Offeror must also indicate their ceiling rate for each title they are responding to
     on the Bidder Response Form. Ceiling rate is the highest hourly rate the Offeror
     proposes for each title. The State reserves the right to impose a maximum
     hourly ceiling rate for any subsequent Task Order Award proposal.

D    Signed Contract
     Each Offeror is required to sign and notarize 16 original signature pages found in
     Exhibit C as an indication of the Offeror’s willingness to consent to the terms and
     conditions set forth in Exhibit E.

E    Exceptions to Contract Terms

     Due to the requirement for uniformity of contract language with all Backdrop
     contractors, exceptions which materially alter the terms and conditions set forth
     in this RFP will be grounds for rejection of the bid or disqualification of Vendor.
     Exceptions to this RFP may only be made to the extent they are minor and
     do not materially alter the Terms and Conditions stated herein, and will be
     subject to acceptance by the State or to Offeror withdrawal prior to
     contract award. The State reserves the right, in its sole discretion, to
     determine the materiality of the Offeror’s stated exceptions.




                                          23
                             SECTION V
                    PROPOSAL EVALUATION CRITERIA
All proposals received will be subject to an evaluation by Office of Disability and
Temporary Assistance staff

The State intends to evaluate all proposals uniformly and consistently to ensure that all
Offerors have an equal opportunity for selection.

Each Offeror’s proposal will be evaluated on a pass/fail basis using the evaluation
instrument contained in this Section. The State shall execute formal contracts using the
signed and returned signature pages as part of each successful Offeror’s proposal. A
contract will be executed with each responsible Offeror passing each of the following
criterion:

                                                                          PASS/FAIL
1. Executive Summary
   Has the following information been provided within the
   executive summary:
   a) a statement describing the Offeror’s understanding of the
      RFP requirement
   b) Has the Offeror’s range of services been described
   c) Has the Offeror included a statement explaining how they
      are qualified to perform staff augmentation services
   d) Has a statement been included that the individual signing
      the signature page is authorized to bind the company
   e) Has the individual been named who will be authorized to
      submit responses to the State’s Task Order process
2. Has a statement been provided regarding suspension or
   debarment from Federally funded contracts
3. Have the following forms been completed from Exhibit A:
   a) MacBride Fair Employment Principles
   b) Non-Collusive Bidding Practices
   c) Bidder’s Identification Form
   d) Article 15-A Requirements
   e) Contractor/Subcontractor Background Questionnaire
   f)   Offerer’s Certification and Affirmation of Understanding of and
        Agreement pursuant to State Finance Law §139-j and k
   g) Offerer Disclosure of Prior Non-Responsibility
        Determinations (PLA)
   h) Department of Taxation and Finance Contractor
        Certification (ST-220CA & ST-220TD)
   i) Security, Nondisclosure, Confidentiality and Press
        Releases Agreement
4. Has the Offeror submitted the Bid Response Form (Exhibit B)
   indicating “YES” to each of the titles it is capable of providing
   one or more candidates meeting the qualifications for said
   title(s) as well as the corresponding ceiling rate

                                                24
5. Have 16 signed and notarized signature pages (4 each for 4
   participating agencies) consenting to the contractual terms
   and conditions been included with the proposal
6. Has the contractor submitted an electronic copy of their
   proposal




                                          25
                         SECTION VI
             THE TASK ORDER AWARD PROCESS AND
                STATE OPERATING PROCEDURES

This RFP is intended to provide the State with a pool of pre-qualified Backdrop
contractors eligible to respond to a Task Order Award solicitation for each type of
personal/support service required. This Section is intended to provide a general
informational overview of the State’s business practices as they are anticipated to apply
in the recruitment of services to be obtained through contracts awarded under this RFP.
As program requirements for services develop, the State reserves the right to make
adjustments to procedures and Offeror requirements at its sole discretion, for each
assignment.

A.    Successful Offerors for the personal service title being bid in the Task Order
      Award process will be notified of the proposed requirement. This notification may
      be e-mailed or mailed and will include Position Recruitment and Hourly Rate
      Forms, engagement duration, bid deadlines, and other pertinent information.

      1.     The Position Recruitment Form will outline:
                the mandatory required experience for the category of service, as
                 defined in Exhibit D in this Request For Proposal;
                Additional work-related experience or education may be substituted,
                 at the discretion of the State, on a one-for-one basis if explicitly
                 stated in the Task Order Award proposal. The Task Order Award
                 proposal may also specify that one or more mandatory qualifications
                 for a given job title have been waived for the solicitation;
                the specific experience desired for assignment completion; and
                the proposed timeframe that personnel are expected to be utilized.

      2.     The Hourly Rate Form is designed to provide State with the Offeror’s
             proposed hourly rate for each candidate being submitted in the Task
             Order Award solicitation. The hourly rate bid must be all inclusive (i.e.,
             fringe, overhead, overtime, etc.) and shall not exceed the ceiling rate
             proposed by the Offeror in its response to this RFP. The hourly rate for
             each candidate will be considered final for the position being bid - no
             further negotiation of rates will be considered. The State reserves the right
             to impose a maximum hourly ceiling rate for any subsequent Task Order
             Award proposal.

             To ensure that we are receiving only the best available candidates, we are
             limiting the number of candidates to two per position, per contractor. In
             the event that a contractor submits more than two candidates per position,
             we will take the two lowest hourly rate candidates. If two or more
             candidates have the same hourly rate, we will alphabetize the candidates
             and take the first two.

      3.     Backdrop contractors interested in bidding on the personal service title will
             be requested to provide the following information to the State for each
                                           26
            candidate submitted. NOTE: FAXED PROPOSALS WILL NOT BE
            ACCEPTED:
                Position Recruitment Form.
                 All fields on the Position Recruitment Form must be completed and
                 all candidates submitted must meet the mandatory requirements.
                Resume for the candidate.
                 Resumes should detail candidate experience as it relates to the
                 specific experience requested on the Position Recruitment Form.
                A minimum of two references for the candidate.
                 References should have a direct knowledge of the candidate’s work
                 experience.
                Hourly Rate per Candidate
                 The hourly rate bid must be all-inclusive (i.e., fringe, overhead,
                 overtime, etc.) and shall not exceed the ceiling rate proposed by the
                 Offeror in its response to this RFP. The hourly rate for each
                 candidate will be considered final for the position being bid - no
                 further negotiation of rates will be considered. The State reserves
                 the right to impose a maximum hourly ceiling rate for any Task Order
                 Award proposal.
                Offerer’s Disclosure of Prior Non-Responsibility Determinations Form
                 (Procurement Lobbying Act)
                New York State Finance Law §139-j & k Procurement Lobbying Act
                 Form
                Contractor Confidentiality Agreement (if required)
                Consultant Confidentiality Agreement (if required)

     4.     Bids which have been fully completed for candidates meeting the
            mandatory qualifications will be submitted to the State’s Technical Staff for
            evaluation of work experience and qualifications. The Technical Scores
            will be merged with the Financial Scores and candidates will be ranked by
            their combined Overall Score. The leading candidates will usually be
            interviewed.


B.   INTENTIONALLY LEFT BLANK


C.   DISQUALIFICATION OF MINI-RFP PROPOSALS

     In addition to the State rights defined in Section II.G., herein, the State, at its sole
     discretion, reserves the following rights when conducting the Task Order Award
     solicitation:

     1.     Disqualify a bid that is either late or non-compliant. Non-compliance
            includes incomplete submissions, which do not clearly indicate that the
            Offeror or the Offeror’s candidate(s) meet the mandatory service
            requirements for the Personal Service title being bid, and incomplete
            Forms;


                                            27
     2.    Award the Task Order Award solicitation to another participating Offeror
           after a disqualification has been made. This may be done without
           receiving a rebuttal from the disqualified Offeror; and
     3.    Reject all bid proposals and not award the Task Order Award solicitation.


D.   THE EVALUATION PROCESS

     1.    Technical Evaluation.

           Completed Bid Proposals will be reviewed by State Technical staff. In
           addition to this review, the specific experience requirements, identified and
           listed in the bid will be evaluated/weighted and proposals will be assigned
           a technical rate.

     2.    Financial Evaluation.

           A financial evaluation will be conducted by State Administration staff
           separately from the Technical Evaluation. A financial rank determined by
           hourly rates will be assigned to each Offeror’s proposal.

     3.    Proposal Ranking.

           Offeror selection will be based on the highest ranked proposal(s), as will
           be specified in the Task Order Award solicitation, including the value
           and/or relative importance of cost in the ranking.

E.   TASK ORDER AWARD

     Offerors with the highest evaluation rank will be notified of position award by the
     State’s issuance of a Task Order. Offerors whose proposal(s) are not selected
     will be notified by e-mail that the position(s) has been filled.

     There is no guarantee, implied or otherwise, that the State will order services
     from the Contractor as a result of this Request for Proposal, and execution of a
     Task Order does not guarantee continued use of services.




                                          28
F.     CONSULTANT SERVICE SEPARATION

       The following table summarizes the various scenarios that could cause a
       consultant’s position under the Agreement resulting from this RFP to end.

                          ITTPS Consultant Service Separation

Reason                Notice                  Comments               RFP Reference
                      Requirement
Voluntary             Contractor- As soon     For notification       Exhibit E, Article
Resignation           as possible [no later   periods of less        V.B.3
                      than 14 days in
                      advance]
                                              than 14 days,
                                              partial payment
                                              withhold
Inadequate            DFA- 14 Days                                   Exhibit E, Article
performance                                                          V.G
Contractor Re-        Contractor-14           Only upon DFA          Exhibit E, Article
deployment of         days in advance         acceptance. See        V.B.3
consultant outside                            Exhibit E, Articles
of DFA contract                               V.B.4 for terms
                                              regarding
                                              redeployment
Lack of work prior    DFA- Immediate          DFA will make          Exhibit E, Article
to expiration of                              best efforts to give   V.C
applicable Task                               30-days advance
Order Letters                                 notice
Lack of funding       DFA- Immediate,         DFA will make          Exhibit E, Article
prior to expiration                           best efforts to give   V.C
of applicable                                 30-days advance
Order Letters                                 notice
Detrimental           DFA- Immediate                                 Exhibit E, Article
Conduct                                                              V.B.4




                                               29
Exhibit A: Standard Response Forms




                30
                      Exhibit A.1: MACBRIDE FAIR EMPLOYMENT PRINCIPLES



          NONDISCRIMINATION IN EMPLOYMENT IN NORTHERN IRELAND:


        In accordance with section l65 of the State Finance Law, the bidder, by submission of
this bid certifies that it or any individual or legal entity in which the bidder holds a 10% or
greater ownership interest, or any individual or legal entity that holds a 10% or greater ownership
in the bidder, either: (answer yes or no to one or both of the following, as applicable),




          (1) has business operations in Northern Ireland;


          Yes ___________or No_____________

if yes:

       (2) shall take lawful steps in good faith to conduct any business operations that it has in
Northern Ireland in accordance with the MacBride Fair Employment Principles relating to
nondiscrimination in employment and freedom of workplace opportunity regarding such
operations in Northern Ireland, and shall permit independent monitoring of their compliance with
such Principles.


          Yes ___________or No_____________




          __________________________________________________________________
                                  Signature




                                                  31
                           Exhibit A.2: Non-Collusive Bidding
            NON-COLLUSIVE BIDDING CERTIFICATION REQUIRED BY
                 SECTION 139-D OF THE STATE FINANCE LAW

              SECTION 1 39-D. Statement of Non-Collusion in bids to the State:

        BY SUBMISSION OF THIS BID, BIDDER AND EACH PERSON SIGNING ON
BEHALF OF BIDDER CERTIFIES, AND IN THE CASE OF JOINT BID, EACH PARTY
THERETO CERTIFIES AS TO ITS OWN ORGANIZATION, UNDER PENALTY OF
PERJURY, THAT TO THE BEST OF HIS/HER KNOWLEDGE AND BELIEF:
        [l] The prices of this bid have been arrived at independently, without collusion,
consultation, communication, or agreement, for the purposes of restricting competition, as to any
matter relating to such prices with any other Bidder or with any competitor,

        [2] Unless otherwise required by law, the prices which have been quoted in this bid have
not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder
prior to opening, directly or indirectly, to any other Bidder or to any competitor, and

       [3] No attempt has been made or will be made by the Bidder to induce any other person,
partnership or corporation to submit or not to submit a bid for the purpose of restricting
competition.
A BID SHALL NOT BE CONSIDERED FOR AWARD NOR SHALL ANY AWARD BE
MADE WHERE [1], [2], AND [3] ABOVE HAVE NOT BEEN COMPLIED WITH;
PROVIDED HOWEVER, THAT IF IN ANY CASE THE; BIDDER(S) CANNOT MAKE
THE FOREGOING CERTIFICATION. THE BIDDER SHALL SO STATE AND SHALL
FURNISH BELOW A SIGNED STATEMENT WHICH SETS FORTH IN DETAIL THE
REASONS THEREFORE:

Subscribed to under penalty of perjury under the laws of the State of New York, this ____ day of
_______________ , 20___ as the act and deed of said corporation or partnership.




                                               32
Non-Collusive Bidding Certification, cont’d.

Identifying Data

Potential
Contractor:_____________________________________________________________________
Address:______________________________________________________________________
            Street
______________________________________________________________________________
            City, Town, etc.

Telephone:_____________________________________
Title:__________________________________________

If applicable, Responsible Corporate Officer

Name:_________________________________________
Title:__________________________________________

        Signature:_____________________________________________

Joint or combined bids by companies or firms must be certified on behalf of each participant.

_____________________________________                ____________________________________
Legal name of person, firm or corporation           Legal name of person, firm or corporation

By___________________________________               ___________________________________
      Name                                          Name

______________________________________              ____________________________________
      Title                                         Title

Address_______________________________              ___________________________________
      Street                                        Street
       _______________________________              ____________________________________
      City               State                      City                          State




                                               33
                                        Exhibit A.3: Bidder’s ID Form
                                   COMPANY PROFILE INFORMATION
COMPANY NAME/ HEADQUARTERS ADDRESS                                 FEDERAL IDENTIFICATION             PRIMARY CONTACT NAME
RESPONSIBLE FOR SUBMITTING INVOICES                        AND     NUMBER:                            RESPONSIBLE FOR RECEIVING
RECEIVING PAYMENTS:                                                                                   BID REQUESTS
                                                                   __________________________
                                                                                                      ________________________________
_____________________________________________________              TELEPHONE:                         TITLE:

                                                                   (     ) ___________________        ________________________________
_____________________________________________________
                                                                   FAX NUMBER:                        ADDRESS:_______________________

_____________________________________________________              (     ) __________________         ________________________________

                                                                   E-MAIL ADDRESS:                    ________________________________
_____________________________________________________
                                                                   __________________________




TYPE OF FIRM                  (Check one only)
          ___CORPORATION              ___PARTNERSHIP                   ___PROPRIETORSHIP                 ____ JOINT VENTURE

PREFERRED METHOD OF MINI-BID TRANSMISSION FROM THE STATE: (Check one
only)
          ___FAX         ___E-MAIL

Note: Vendors are solely responsible for notifying The State of changes to Fax or e-mail addresses.




   CHECK ONE ANSWER AS IT PERTAINS TO YOUR COMPANY FOR EACH
   QUESTION:
   (see following page for definitions)

                  For-Profit:          Not-For-Profit Provider __

                   Meets definition of "Small Business Concern" Yes ____ No ____

                  MBE or MCBO * ___ Women-Owned Business * ___ Neither ___

                  IF MBE or MCBO: Please check one of the following:

                    Black:___ Hispanic:___ Asian/Pacific:___ American/Alaskan Indian:___

                  * If checked, is your organization certified as a For Profit Minority
                  or Women-Owned business by New York State ? (Yes/No) _____


           Bidders are hereby notified that if their principal place of business is located in a

                                                                       34
     state that penalizes New York vendors, and if the goods or services they offer will be
substantially produced or performed outside New York State, the Omnibus Procurement Act
of 1994 (Chapter 684, Laws of 1994) requires that they be denied placement on bidders
mailing lists.
Instructions:
A Not for Profit Corporation is defined as an incorporated organization chartered for other than Profit-making activities. Most such
organizations are engaged in charitable, educational, or other civic or humanitarian activities although they are not restricted to such activities.
A Small Business Concern is defined as a business which is resident in New York State, Independently owned and operated, not dominant in its
field, and employs one hundred or less persons. A Not for profit organization may considered a Small Business Concern if it meets the preceding
criteria.
A Minority Business Enterprise (MBE) is defined as any business which is at least fifty-one percent owned by, or in the case of a publicly
owned business, at least fifty-one percent of the stock of which is owned by, United States (U.S.) citizens or permanent residents aliens who are:
       a) Black persons having origins in any of the black African racial groups; and/or
       b) Persons of Mexican, Puerto Rican, Dominican, Cuban, other Caribbean island, Central or South American origin and/or national or
             community identification, whether of indigenous, Hispanic, Portuguese, French, Dutch, or other descent, and regardless of race;
             and/or
       c) Asian and Pacific Islander persons having origins in any of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific
             Islands; and/or
       d) American Indian or Alaskan Native persons having origins in any of the original peoples of North America and maintaining
             identifiable tribal affiliations through membership and participation or community identification; and such ownership interest is real,
             substantial and continuing. The minority ownership must have and exercise the authority to independently control the business
             decisions of the entity.
A Minority Community Based Organization (MCBO) is defined as a Not-for-Profit, local human service organization that has its origins in
the geographic area comprised of one or more neighborhoods that it serves. A representative MCBO is therefore keenly aware of community
needs as well as local resources to meet those needs. Generally, the governing bodies and personnel of community-based organizations reflect
the racial, ethnic and cultural make-up of the community being served. A MCBO is characterized by majority representation of American
Indians, Asian Americans, Blacks and/or Hispanics in both policy formulation and decision-making regarding management, service delivery and
staffing reflective of the area that it serves.
A Women-owned Business Enterprise (WBE) is defined as any business enterprise which is at least fifty-one percent owned by, or in the case
of publicly owned business, at least fifty-one percent of the stock of which is owned by citizens or permanent aliens who are women. Such
ownership interest must be real, substantial and continuing. The women-owned ownership must have and exercise the authority to independently
control the business decisions of the entity.
(To meet the definition of an MBE or WBE, a non-profit organization must be controlled by a Board of Directors consisting of at least fifty-one
percent minority individuals or women, respectively.)
NEW YORK STATE CERTIFIED MINORITY or WOMEN OWNED BUSINESS - Limited to for Profit organizations which have been
certified by the New York State Department of Economic Development as meeting the criteria for a Minority or Women Owned Business.
Contact the Department of Economic Development, Division of Minority and Women Business Development at 212-383-1718 or 518-474-6346
for certification assistance.




                                                                        35
Exhibit A.4 CONTRACTOR’S REQUIREMENT UNDER ARTICLE l5-A

        Article 15-A of the Executive Law has been in existence since July 1988. This legislation, in
conjunction with Executive Order 21, which was promulgated in August of 1983, provides specific
rules, regulations and procedures for minority and women business participation in certain State
contracts.

        NYS agencies are required to implement the provisions of Article 15-A for all of its contracts
(1) in excess of $25,000 for labor, services, supplies, equipment, materials, or any combination of the
foregoing and (2) for contracts in excess of $l00,000 for real property renovation and construction.
For purposes of this contract, the agency hereby establishes a goal of 5% - 10% for minority business
enterprises (MBE) participation and 5% - 10% for women owned business enterprises (WBE)
participation.

       In order to be awarded a contract with NYS, every bidder must comply with the
requirements, rules and regulations outlined in Article l5-A.

POLICY AND PROVISIONS

          It is the policy of the State of New York to promote equality of economic opportunity for minority and women-
owned business enterprises (M/MBE’s) in State contracting. In order to comply with the State’s objectives, the
Contractors shall use “good faith efforts” to provide meaningful participation by M/WBE subcontractors or suppliers in
the performance of this contract.

          For the purpose of determining a contractor's good faith effort to comply with the requirements of Article 15-A
or to be entitled to a waiver therefrom, the contracting agency shall consider:

(a) Whether the contractor has advertised in general circulation media, trade association publications, minority-focus and
    women-focus media. In such event,

         (i)       whether or not certified minority or women-owned businesses which have been solicited by the
                   contractor exhibited interest in submitting proposals for a particular project by attending a pre-bid
                   conference; and

         (ii)      whether certified businesses which have been solicited by the contractor have responded in a timely
                   fashion to the contractor's solicitations for timely competitive bid quotations prior to the contracting
                   agency's bid date; and

(b)   Whether there has been written notification to appropriate certified businesses that appear in the directory of certified
      businesses prepared pursuant to paragraph (f) of subdivision three of section three hundred eleven of this article; and
      (c) Whether the contractor can reasonably structure the amount of work to be performed under subcontracts in order
      to increase the likelihood of participation by certified businesses.




                                                              36
       All questions regarding compliance to Article 15-A requirements or copies of the forms
should be addressed to the contracting agency.

      The telephone numbers and addresses for New York State Department of Economic
Development are as follows:

       New York State Department of Economic Development
       633 3rd Avenue
       New York, New York 10017
       Telephone: (212) 803-2200


       New York State Department of Economic Development
       Division of Minority & Women's Business Development
       One Commerce Plaza
       Albany, New York 12245
       Telephone: (518) 474-0375




       Bidder Acknowledgement: __________________________________________
                                             Authorized Signature




                                             37
                                                      EXHIBIT A.5

          NEW YORK STATE
          OFFICE OF TEMPORARY AND DISABILITY ASSISTANCE

          CONTRACTOR/SUBCONTRACTOR BACKGROUND
          QUESTIONNAIRE

General Information
Federal Identification Number:
___________________________________________________

Name of Firm:
_________________________________________________________________

Mailing Address:
_______________________________________________________________

Actual Location: _______________________________________________________________

City: ________________________ State: _______________                              Zip code: _______________

Fax Number: (          ) __________________                 Telephone Number: (            ) __________________


 Background Questionnaire
       The following section must be fully completed by Bidder or Bidder will be deemed non-responsive. Where appropriate,
 provide additional details using space provided or by inserting additional sheets following this part. This form must also be
 completed by any proposed subcontractor if the value of that subcontract will be in excess of $10,000.

 1a. Are you a New York State resident business?                                          _______ NO    _______ YES

 1b. Are you registered with the New York State Department of State (DOS) to do           _______ NO    _______ YES
 business in New York State?

 If no, you will be required to comply with the New York State Department of State        _______ NO    _______ YES
 guidelines for doing business in New York State before you will be eligible for a
 Contract award. Do you agree to these conditions?

 2.How many years has your firm been in business?                                         ________   Years

 3a. Are you a certified minority owned business enterprise, certified by the NYS         _______ NO    _______ YES
 Department of Economic Development? (Your company is eligible to be certified if it is
 at least 51% owned and controlled by minority group members (i.e. Black Hispanic,
 Asian, Pacific Islander American Indian, Alaskan Native)?


 3b. Are you a woman owned business enterprise, certified by the NYS Department of
 Economic Development? (Your company is eligible to be certified if it is at least 51%    _______ NO    _______ YES
 owned and controlled by women)

 4. How many people are employed by your firm?                                            ________   Employees

 1.        Total number of people employed by your firm :
                 Within New York State?                                                  ___________
                 Outside of New York State?                                              ___________
         Outside of United States?                                                       ___________



                                                            38
6. Is your company independently owned and operated?                                    _______ NO        _______ YES
                                                                                        (If no, provide details)

7.   List and describe any liquidated damages assessed, and/or liens or claims over
     $25,000 filed against the firm and remaining undischarged or unsatisfied for
     more than 90 days, on
     any contracts within the past five years.

8. Within the past five years has the firm, any affiliate, any predecessor company or   Check any that apply.      If “yes”, describe
entity, owner of 5.0% or more of the firm’s shares, director, officer, partner or       using additional pages if necessary)
proprietor been the subject of:

a)   a judgment of conviction for any business-related conduct constituting a crime     ______ NO    _______ YES
     under state or federal law?
                                                                                        ______ NO    _______ YES
b)   a currently pending indictment for any business-related conduct constituting a
     crime under state or federal law?
                                                                                        _____ NO      _______ YES
c)   a grant of immunity for any business-related conduct constituting a crime under
     a state or federal law?

d)   a federal suspension or debarment, New York rejection of any bid or disapproval    ______ NO     _______ YES
     of any proposed subcontract for lack of responsibility, denial or revocation of
     pre-qualification in any state, or a voluntary exclusion agreement?

e)   a civil or criminal investigation of the New York State Ethics Commission          ______ NO     _______ YES
     involving a violation(s) of Section 73 and Section 74 of the Public Office Law?

f)   Any bankruptcy proceeding?
                                                                                        _______ NO    _______ YES
g)   Any suspension or revocation of any business or professional license?
                                                                                        _______ NO    ________ YES
h)   Any citations, Notices, violation orders, pending administrative hearings or
     proceedings or determinations for violations of:

            federal, state or local health laws, rules or regulations
            unemployment insurance or workers compensation coverage or claim
             requirements
            ERISA (Employee Retirement Income Security ACT)
            federal, state or local human rights laws
            federal, state security laws?
                                                                                        ______ NO    ________ YES

i)   a grant of immunity for any business-related conduct constituting a crime under
     a state or federal law?
                                                                                        ______ NO    _______ YES

j)   a federal suspension or debarment, New York rejection of any bid or disapproval
     of any proposed subcontract for lack of responsibility, denial or revocation of
     pre-qualification in any state, or a voluntary exclusion agreement?

                                                                                        ______ NO    _______ YES




                                                          39
 k)   any federal determination of a violation of any labor law or regulation, or any        ______ NO     _______ YES
      OSHA “serious violation”?

 Was violation willful?                                                                      _____ NO      _______ YES

 l)   any state determination of a violation of any labor law or regulation?                 _____ NO      _______ YES

 m)   any state determination of a Public work violation?                                    ______ NO     _______ YES

 Was violation deemed willful?                                                               ______ NO     _______ YES


 n)   Has there been a revocation of MBE or WBE certification?                               ______ NO     _______ YES

 o)   Was there a rejection of a low bid on a state contract for failure to meet statutory
      affirmative action or MWBE requirements?                                               ______ NO     _______ YES

 p)   Has there been a consent order with the NYS Department of Environmental
      Conservation, or a federal or state enforcement determination involving a
      construction-related violation of federal or state environmental laws?                 ______ NO     _______ YES




 9. List by agency or department all current contracts your firm holds with the State of     ______ NO _______ YES
 New York, its departments or political subdivisions, valued in excess of $100,000.          (Please list on a separate page.)


 10. Your firm is responsible for providing worker’s compensation insurance pursuant         _______ NO       _______ YES
 to state law. The State has the option to require proof of current worker’s
 compensation insurance or proof of exemption if applicable. Do you understand this
 requirement?

 11. Your firm is responsible for providing disability insurance pursuant to state law.
 The State has the option to require proof of current worker’s compensation insurance        _______ NO        _______ YES
 or proof of exemption if applicable. Do you understand this requirement?



 12. Has any New York State agency, authority, board or other State entity made a
 finding of non-responsibility regarding the Contractor in the last five years?              _______ NO       _______ YES

 13. If yes, was the basis for the finding of the Contractor’s non-responsibility due to
 the intentional provision of false or incomplete information required by New York           ______ NO _______ YES
 State Finance Law §139-j (Procurement Lobbying Act)?                                        (If yes, provide details including NYS
                                                                                             agency or authority name, year of finding
                                                                                             and the basis of the non-responsibility
                                                                                             finding.)




CERTIFICATION
The undersigned 1) recognizes that this questionnaire is submitted for the express purpose of
inducing the New York State Office of Temporary of Disability Assistance to award a contract
or approve a subcontract; 2) acknowledges that the Office may in its discretion, by means which
it may choose, determine the truth and accuracy of all statements made herein; 3) acknowledges
that intentional submission of false or misleading information may constitute a felony under
Penal Law 210.40 or a misdemeanor under Penal Law 210.35 or 210.45, and may also be
punishable by a fine of up to $10,000 or imprisonment of up to five years under 18 U.S.C. 1001;
4) states that the information submitted in this questionnaire and any attached pages is true,
accurate and complete and 5) acknowledges that submission of false or misleading information
will constitute grounds for the Office to terminate its contract (or revoke its approval of a
subcontract) with the undersigned or the organization of which s/he is an officer. 6) has not
altered the content of the questions in the questionnaire in any manner. 7) has read and
                                                             40
understands all of the items contained in the questionnaire and any pages attached by the
submitting vendor. 8) has supplied full and complete responses to each item therein to the best
of his/her knowledge, information and belief. 9) is knowledgeable about the submitting
vendor’s business and operations. 10) understands that New York State will rely on the
information supplied in this questionnaire when entering into a contract with the vendor; and 11)
is under duty to notify the OTDA of any material changes to the vendor’s responses herein prior
to the State Comptroller’s approval of the contract.

Authorized Signature:
Name:
Title:
Date:
Revised January 2008




                                               41
EXHIBIT A.6
                                Procurement Lobbying Act
 Offerer’s Certification and Affirmation of Understanding of and Agreement pursuant to
                             State Finance Law §139-j and k


Offerer affirms that it understands and agrees to comply with the New York State procedures
relative to permissible contacts as required by State Finance Law §139-j.

By:             Date:

Name:

Title:

Contractor Name:

Contractor Address:
______________________________________________________________________

Offerer Certification:

I certify that all information provided to the Governmental Entity with respect to State Finance Law §139-
k is complete, true and accurate




____________________________________________________________________
      Authorized Signature




                                                    42
Offerer Disclosure of Prior Non-Responsibility Determinations (Procurement
                               Lobbying Act)
                                Exhibit A.7

Name of Individual or Entity Seeking to Enter into the Procurement Contract:

Address:


Name and Title of Person Submitting this Form:


Contract Procurement Number:

Date:

1. Has any Governmental Entity made a finding of non-responsibility regarding the individual or entity
seeking to enter into the Procurement Contract in the previous four years? (Please circle):
                 No                      Yes
If yes, please answer the next questions:

2. Was the basis for the finding of non-responsibility due to a violation of State Finance Law §139-j
(Please circle):
                 No                     Yes
3. Was the basis for the finding of non-responsibility due to the intentional provision of false or
incomplete information to a Governmental Entity? (Please circle):

                 No                         Yes

4. If you answered yes to any of the above questions, please provide details regarding the finding of non-
responsibility below.

Governmental Entity:
Date of Finding of Non-responsibility:

Basis of Finding of Non-Responsibility:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Add additional pages as necessary)

5. Has any Governmental Entity or other governmental agency terminated or withheld a Procurement
Contract with the above-named individual or entity due to the intentional provision of false or incomplete
information? (Please circle):
                No                     Yes
6. If yes, please provide details below.

Governmental Entity:


                                                       43
Date of Termination or Withholding of Contract:

Basis of Termination or Withholding:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Add additional pages as necessary)

Offerer certifies that all information provided to the Governmental Entity with respect to State
Finance Law §139-k is complete, true and accurate.

By:                                      Date:
                Signature

Name:

Title:




                                                  44
                    New York State Department of Taxation and Finance (Exhibit A.8)

                    Contractor Certification to Covered Agency ST-220-CA
              (Pursuant to Section 5-a of the Tax Law, as amended, effective April 26, 2006)                       (6/06)
           
For information, consult Publication 223, Questions and Answers Concerning Tax Law Section 5-a (see Need Help? on back).
 Contractor name

 Contractor’s principal place of business                            City                            State                    ZIP code          For covered agency use only
                                                                                                                                                Contract number or description
 Contractor’s mailing address (if different than above)
                                                                                                                                                Estimated contract value over
 Contractor’s federal employer identification number (EIN)         Contractor’s sales tax ID number (if different from contractor’s EIN)        the full term of contract (but not
                                                                                                                                                including renewals)

 Contractor’s telephone number                   Covered agency name                                                                            $

 Covered agency address
                                                                                                                                                Covered agency telephone number



I,                                                          , hereby affirm, under penalty of perjury, that I am
                           (name)                                                                                                                             (title)
of the above-named contractor, that I am authorized to make this certification on behalf of such contractor, and I further certify
that:
(Mark an X in only one box)

     The contractor has filed Form ST-220-TD with the Department of Taxation and Finance in connection with this contract and, to the best of
       contractor’s knowledge, the information provided on the Form ST-220-TD, is correct and complete.

     The contractor has previously filed Form ST-220-TD with the Tax Department in connection with
                                                                                                                                      (insert contract number or description)
       and, to the best of the contractor’s knowledge, the information provided on that previously filed Form ST-220-TD, is correct and complete
       as of the current date, and thus the contractor is not required to file a new Form ST-220-TD at this time.

Sworn to this           day of                              , 20



                           (sign before a notary public)                                                                                   (title)




                                                                            Instructions
General information                                                                          Note: Form ST-220-CA must be signed by a person authorized to make
                                                                                             the certification on behalf of the contractor, and the acknowledgement
Tax Law section 5-a was amended, effective April 26, 2006. On or                             on page 2 of this form must be completed before a notary public.
after that date, in all cases where a contract is subject to Tax Law
section 5-a, a contractor must file (1) Form ST-220-CA, Contractor                           When to complete this form
Certification to Covered Agency, with a covered agency, and
(2) Form ST-220-TD with the Tax Department before a contract may                             As set forth in Publication 223, a contract is subject to section 5-a, and
take effect. The circumstances when a contract is subject to section                         you must make the required certification(s), if:
5-a are listed in Publication 223, Q&A 3. This publication is                                  i. The procuring entity is a covered agency within the meaning of the
available on our Web site, by fax, or by mail. (See Need help? for                                statute (see Publication 223, Q&A 5);
more information on how to obtain this publication.) In addition, a                           ii. The contractor is a contractor within the meaning of the statute (see
contractor must file a new Form ST-220-CA with a covered agency                                   Publication 223, Q&A 6); and
before an existing contract with such agency may be renewed.
                                                                                              iii. The contract is a contract within the meaning of the statute. This is
If you have questions, please call our information center at                                       the case when it (a) has a value in excess of $100,000 and (b) is a
1 800 698-2931.                                                                                    contract for commodities or services, as such terms are defined for
                                                                                                   purposes of the statute (see Publication 223, Q&A 8 and 9).
                                                                                             Furthermore, the procuring entity must have begun the solicitation to
                                                                                             purchase on or after January 1, 2005, and the resulting contract must
                                                                                             have been awarded, amended, extended, renewed, or assigned on or
                                                                                             after April 26, 2006 (the effective date of the section 5-a amendments).

                                                                                       45
 Page 2 of 2         ST-220-CA (6/06)
 STATE OF                             }

Individual, Corporation, Partnership, or LLC Acknowledgment
                          :                    SS.:
 COUNTY OF                            }

 On the           day of                                in the year 20            , before me personally appeared                                                                  ,
 known to me to be the person who executed the foregoing instrument, who, being duly sworn by me did depose and say that
    he resides at                                                                                                                              ,
 Town of                                                                                                                            ,
 County of                                                                                                                          ,
 State of                                         ; and further that:
 [Mark an X in the appropriate box and complete the accompanying statement.]
    (If an individual): _he executed the foregoing instrument in his/her name and on his/her own behalf.
    (If a corporation): _he is the
       of                                          , the corporation described in said instrument; that, by authority of the Board
       of Directors of said corporation, _he is authorized to execute the foregoing instrument on behalf of the corporation for
       purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on
       behalf of said corporation as the act and deed of said corporation.

    (If a partnership): _he is a
       of                                         , the partnership described in said instrument; that, by the terms of said
       partnership, _he is authorized to execute the foregoing instrument on behalf of the partnership for purposes set forth
       therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said
       partnership as the act and deed of said partnership.

    (If a limited liability company): _he is a duly authorized member of                                                      ,
       LLC, the limited liability company described in said instrument; that _he is authorized to execute the foregoing instrument
       on behalf of the limited liability company for purposes set forth therein; and that, pursuant to that authority, _he executed
       the foregoing instrument in the name of and on behalf of said limited liability company as the act and deed of said limited
       liability company.

 Notary Public

 Registration No.

 Privacy notification                                                                               Need help?
 The Commissioner of Taxation and Finance may collect and maintain personal                                Internet access: www.nystax.gov
 information pursuant to the New York State Tax Law, including but not limited to,                           (for information, forms, and publications)
 sections 5-a, 171, 171-a, 287, 308, 429, 475, 505, 697, 1096, 1142, and 1415
 of that Law; and may require disclosure of social security numbers pursuant to                                Fax-on-demand forms:                               1 800 748-3676
 42 USC 405(c)(2)(C)(i).
 This information will be used to determine and administer tax liabilities and, when                       Telephone assistance is available from
 authorized by law, for certain tax offset and exchange of tax information programs as                                           .M.
                                                                                                              8:00 A.M. to 5:00 P (eastern time),
 well as for any other lawful purpose.                                                                        Monday through Friday.                              1 800 698-2931
 Information concerning quarterly wages paid to employees is provided to certain                    To order forms and publications:                              1 800 462-8100
 state agencies for purposes of fraud prevention, support enforcement, evaluation of
 the effectiveness of certain employment and training programs and other purposes                   From areas outside the U.S. and outside Canada:               (518) 485-6800
 authorized by law.
                                                                                                    Hearing and speech impaired (telecommunications
 Failure to provide the required information may subject you to civil or criminal penalties,        device for the deaf (TDD) callers only):                      1 800 634-2110
 or both, under the Tax Law.
                                                                                                          Persons with disabilities: In compliance with the
  This information is maintained by the Director of Records Management and Data
  Entry, NYS Tax Department, W A Harriman Campus, Albany NY 12227; telephone
                                                                                                          Americans with Disabilities Act, we will ensure that our lobbies,
  1 800 225-5829. From areas outside the United States and outside Canada, call                          offices, meeting rooms, and other facilities are accessible to
(518) 485-6800                                                                                           persons with disabilities. If you have questions about special
                                                                                                    accommodations for persons with disabilities, please call 1 800 972-1233.

                                                                                               46
                                                         New York State Department of Taxation and Finance (Exhibit A.8)

                                                         Contractor Certification                                                             ST-220-TD                (6/06)
                                                         (Pursuant to Section 5-a of the Tax Law, as amended,
                                                         effective April 26, 2006)
For information, consult Publication 223, Questions and Answers Concerning Tax Law Section 5-a (see Need help? below).
Contractor name

Contractor’s principal place of business                                         City                                        State                       ZIP code

Contractor’s mailing address (if different than above)

Contractor’s federal employer identification number (EIN)          Contractor’s sales tax ID number (if different from contractor’s EIN)   Contractor’s telephone number
                                                                                                                                           (       )
Covered agency name                            Contract number or description                                                    Estimated contract value over
                                                                                                                                 the full term of contract
                                                                                                                                 (but not including renewals) $
Covered agency address                                                                                                           Covered agency telephone
number

General information                                                                          Privacy notification
Section 5-a of the Tax Law, as amended, effective April 26,                                  The Commissioner of Taxation and Finance may collect
2006, requires certain contractors awarded certain state                                     and maintain personal information pursuant to the New York
contracts valued at more than $100,000 to certify to the                                     State Tax Law, including but not limited to, sections 5-a, 171,
Tax Department that they are registered to collect New York State                            171-a, 287, 308, 429, 475, 505, 697, 1096, 1142, and 1415 of
and local sales and compensating use taxes, if they made sales                               that Law; and may require disclosure of social security numbers
delivered by any means to locations within New York State of                                 pursuant to 42 USC 405(c)(2)(C)(i).
tangible personal property or taxable services having a cumulative
                                                                                             This information will be used to determine and administer tax
value in excess of $300,000, measured over a specified period. In
                                                                                             liabilities and, when authorized by law, for certain tax offset and
addition, contractors must certify to the Tax Department that each
                                                                                             exchange of tax information programs as well as for any other lawful
affiliate and subcontractor exceeding such sales threshold during a
                                                                                             purpose.
specified period
is registered to collect New York State and local sales                                      Information concerning quarterly wages paid to employees is
and compensating use taxes. Contractors must also file a Form ST-                            provided to certain state agencies for purposes of
220-CA, certifying to the procuring state entity that they filed Form                        fraud prevention, support enforcement, evaluation of the
ST-220-TD with the Tax Department and that the information                                   effectiveness of certain employment and training programs and
contained on Form ST-220-TD is correct and complete as of the                                other purposes authorized by law.
date they file Form ST-220-CA.
                                                                                             Failure to provide the required information may subject you to civil
For more detailed information regarding this form and section 5-a                            or criminal penalties, or both, under the Tax Law. This information
of the Tax Law, see Publication 223, Questions                                               is maintained by the Director of Records Management and Data
and Answers Concerning Tax Law Section 5-a, (as amended,                                     Entry, NYS Tax Department,
effective April 26, 2006), available at www.nystax.gov. Information is                       W A Harriman Campus, Albany NY 12227; telephone
also available by calling the Tax Department’s Contractor Information                        1 800 225-5829. From areas outside the United States and
Center at 1 800 698-2931.                                                                    outside Canada, call (518) 485-6800.
Note: Form ST-220-TD must be signed by a person authorized to
make the certification on behalf of the contractor, and the
                                                                                               Need help?
acknowledgement on page 4 of this form must be completed before                                        Internet access: www.nystax.gov
                                                                                                         (for information, forms, and publications)
a notary public.
                                                                                                           Fax-on-demand forms:                           1 800 748-3676
Mail completed form to:
                                NYS TAX DEPARTMENT
                                DATA ENTRY SECTION                                                   Telephone assistance is available from 8:00 A.M. to 5:00 P.M.
                                W A HARRIMAN CAMPUS                                                      (eastern time), Monday through Friday.
                                ALBANY NY 12227                                                To order forms and publications:                   1 800 462-8100
                                                                                               Sales Tax Information Center:                      1 800 698-2909
                                                                                               From areas outside the U.S. and outside Canada:    (518) 485-6800
                                                                                               Hearing and speech impaired (telecommunications
                                                                                               device for the deaf (TDD) callers only):        1 800 634-2110
                                                                                                     Persons with disabilities: In compliance with the
                                                                                                     Americans with Disabilities Act, we will ensure that our lobbies,
                                                                                                     offices, meeting rooms, and other facilities are accessible to
                                                                                               persons with disabilities. If you have questions about special
                                                                                               accommodations for persons with disabilities, please call 1 800 972-1233.

                                                                                        47
Page 2 of 4 ST-220-TD (6/06)




I,                                                    , hereby affirm, under penalty of perjury, that I am
                      (name)                                                                                                 (title)
of the above-named contractor, and that I am authorized to make this certification on behalf of such contractor.


Make only one entry in each section below.

Section 1 — Contractor registration status

The contractor has made sales delivered by any means to locations within New York State of tangible personal property or taxable
     services having a cumulative value in excess of $300,000 during the four sales tax quarters which immediately precede the sales tax
     quarter in which this certification is made. The contractor is registered to collect New York State and local sales and compensating use
     taxes with the Commissioner of Taxation and Finance pursuant to sections 1134 and 1253 of the Tax Law, and is listed on Schedule A of
     this certification.


The contractor has not made sales delivered by any means to locations within New York State of tangible personal property or taxable
     services having a cumulative value in excess of $300,000 during the four sales tax quarters which immediately precede the sales tax
     quarter in which this certification is made.


Section 2 — Affiliate registration status

The contractor does not have any affiliates.
To the best of the contractor’s knowledge, the contractor has one or more affiliates having made sales delivered by any means to
     locations within New York State of tangible personal property or taxable services having a cumulative value in excess of $300,000
     during the four sales tax quarters which immediately precede the sales tax quarter in which this certification is made, and each affiliate
     exceeding the $300,000 cumulative sales threshold during such quarters is registered to collect New York State and local sales and
     compensating use taxes with the Commissioner of Taxation and Finance pursuant to sections 1134 and 1253 of the Tax Law. The
     contractor has listed each affiliate exceeding the $300,000 cumulative sales threshold during such quarters on Schedule A of this
     certification.


 To the best of the contractor’s knowledge, the contractor has one or more affiliates, and each affiliate has not made sales delivered by
     any means to locations within New York State of tangible personal property or taxable services having a cumulative value in excess of
     $300,000 during the four sales tax quarters which immediately precede the sales tax quarter in which this certification is made.

Section 3 — Subcontractor registration status

The contractor does not have any subcontractors.
To the best of the contractor’s knowledge, the contractor has one or more subcontractors having made sales delivered by any means to
     locations within New York State of tangible personal property or taxable services having a cumulative value in excess of $300,000 during
     the four sales tax quarters which immediately precede the sales tax quarter in which this certification is made, and each subcontractor
     exceeding the $300,000 cumulative sales threshold during such quarters is registered to collect New York State and local sales and
     compensating use taxes with the Commissioner of Taxation and Finance pursuant to sections 1134 and 1253 of the Tax Law. The
     contractor has listed each subcontractor exceeding the $300,000 cumulative sales threshold during such quarters on Schedule A of this
     certification.


To the best of the contractor’s knowledge, the contractor has one or more subcontractors, and each subcontractor has not made sales
     delivered by any means to locations within New York State of tangible personal property or taxable services having a cumulative value in
     excess of $300,000 during the four sales tax quarters which immediately precede the sales tax quarter in which this certification is made.

Sworn to this       day of                            , 20


                      (sign before a notary public)                                                          (title)
                                                                        48
                                                                                                            ST-220-TD (6/06)     Page 3 of 4



Schedule A — Listing of each person (contractor, affiliate, or subcontractor) exceeding $300,000
cumulative sales threshold
List the contractor, or affiliate, or subcontractor in Schedule A only if such person exceeded the $300,000 cumulative sales threshold during
the specified sales tax quarters. See directions below. For more information, see Publication 223.
      A                     B                                            C                                  D                     E
Relationship to           Name                                         Address                     Federal ID Number   Sales Tax ID Number         F
Contractor                                                                                                                                   Registration
                                                                                                                                             in progress




Column A – Enter C in column A if the contractor; A if an affiliate of the contractor; or S if a subcontractor.
Column B – Name - If person is a corporation or limited liability company, enter the exact legal name as registered with the NY Department
           of State, if applicable. If person is a partnership or sole proprietor, enter the name of the partnership and each partner’s given
           name, or the given name(s) of the owner(s), as applicable. If person has a different DBA (doing business as) name, enter that
           name as well.
Column C – Address - Enter the street address of person’s principal place of business. Do not enter a PO box.
Column D – ID number - Enter the federal employer identification number (EIN) assigned to the person or person’s business, as applicable. If
           the person is an individual, enter the social security number of that person.
Column E – Sales tax ID number - Enter only if different from federal EIN in column D.
Column F – If applicable, enter an X if the person has submitted Form DTF-17 to the Tax Department but has not received its certificate of
           authority as of the date of this certification.




                                                                        49
Page      4of 4    ST-220-TD (6/06)



                                   Individual, Corporation, Partnership, or LLC Acknowledgment
STATE OF                      }


                            SS.:
COUNTY OF

On the            day of                   in the year 20     , before me personally appeared
known to me to be the person who executed the foregoing instrument, who, being duly sworn by me did depose and
say that
  he resides at
, Town of                                                                                       ,
County of
, State of                              ; and further that:
[Mark an X in the appropriate box and complete the accompanying statement.]
(If an individual): _he executed the foregoing instrument in his/her name and on his/her own
behalf.

(If a corporation): _he is the
    of                                         , the corporation described in said instrument; that, by authority of the
    Board of Directors of said corporation, _he is authorized to execute the foregoing instrument on behalf of the
    corporation for
    purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the
    name of and on behalf of said corporation as the act and deed of said corporation.


(If a partnership): _he is a
    of                                        , the partnership described in said instrument; that, by the terms of
    said partnership, _he is authorized to execute the foregoing instrument on behalf of the partnership for
    purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the
    name of and on behalf of said partnership as the act and deed of said partnership.

(If a limited liability company): _he is a duly authorized member of
    LLC, the limited liability company described in said instrument; that _he is authorized to execute the foregoing
    instrument on behalf of the limited liability company for purposes set forth therein; and that, pursuant to that
    authority, _he executed the foregoing instrument in the name of and on behalf of said limited liability company as
    the act and deed of said limited liability company.


Notary Public

Registration No.




                                                                    50
                                              Exhibit A.9


  SECURITY, NONDISCLOSURE, CONFIDENTIALITY AND PRESS RELEASES
                         AGREEMENT


SECURITY, NONDISCLOSURE, CONFIDENTIALITY AND PRESS RELEASES

The Contractor shall maintain the security, nondisclosure and confidentiality of all information in
accordance with the following clauses in performance of its activities under this Agreement.

A. SECURITY PROCEDURES:

 Contractor agrees to comply fully with all security procedures of the State in relation to providing
services and agrees that its officers, agents, employees and subcontractors shall be required to
undergo the same security clearances as are required of the employees of the State. Specifically,
each prospective and current employee of Contractor designated to work under this Agreement with
the State may be required to submit identifying information and be fingerprinted. The State shall
arrange for the scheduling of such fingerprinting activities on State premises. Contractor shall pay
the fee prescribed by the Division of Criminal Justice Services for processing such fingerprint card,
subject to waiver at the discretion of the State.

B. NONDISCLOSURE and CONFIDENTIALITY:

Except as may be required by applicable law or a court of competent jurisdiction, the Contractor, its
officers, agents, employees, and subcontractors shall maintain strict confidence with respect to any
Confidential Information to which the Contractor, its officers, agents, employees, and subcontractors
have access. This representation shall survive termination of this Agreement. For purposes of this
Agreement, all State information of which Contractor, its officers, agents, employees, and
subcontractors becomes aware during the course of performing services for the State shall be
deemed to be Confidential Information (oral, visual or written). Notwithstanding the foregoing,
information which falls into any of the following categories shall not be considered Confidential
Information:

          (a) information that is previously rightfully known to the receiving party without
          restriction on disclosure;
          (b) information that becomes, from no act or failure to act on the part of the
          receiving party, generally known in the relevant industry or is in the public
          domain; and
          (c) information that is independently developed by Contractor without use of Confidential
          Information of the State.

Contractor shall hold the State harmless from any loss or damage to the State resulting from the
disclosure by the Contractor, its officers, agents, employees, and subcontractors of such confidential
information.


                                                                                                 June, 2006
PRESS RELEASES: Contractor agrees that no brochure, news/media/press release, public
announcement, memorandum or other information of any kind regarding this Agreement shall be
disseminated in any way to the public, nor shall any presentation be given regarding this Agreement
without the prior written approval by the undersigned or the undersigned’s designee from the State,
which written approval shall not be unreasonably withheld or delayed provided, however, that
Contractor shall be authorized to provide copies of this Agreement and answer any questions
relating thereto to any State or Federal regulators or, in connection with its financial activities, to
financial institutions for any private or public offering.

PUBLIC INFORMATION: Disclosure of items related to this Agreement shall be permitted
consistent with the laws of the State of New York and specifically the Freedom of Information Law
(FOIL) contained in Section 87 of the Public Officers Law. The State shall take reasonable steps to
protect from public disclosure any of the records relating to this procurement that are otherwise
exempt from disclosure under that statute. Information constituting trade secrets, for purposes of
FOIL, must be clearly marked and identified as such upon submission. If the Contractor intends to
seek an exemption from disclosure of these materials under FOIL, the Contractor shall, at the time
of submission, request the exemption in writing and provide an explanation of why the disclosure of
the identified information would cause substantial injury to the competitive position of the Contractor.
Acceptance of the identified information by the State does not constitute a determination that the
information is exempt from disclosure under FOIL. Determinations as to the availability of the
identified information will be made in accordance with FOIL at the time a request for such
information is received by the State.



                            _________________________________
                            Signature:


                            Date:_____________________________




                                                                                                June, 2006
       EXHIBIT B

BIDDER’S RESPONSE FORM




                         June, 2006
      Information Technology Temporary Personal Services RFP
                    BIDDER’S RESPONSE FORM

OFFEROR NAME _________________________________________________

                                                          CEILING     CATEGORY/TITLE
      RESPONSE*                            RATE*


MANAGEMENT

      Project Manager (Entry Level)       ___________   ________________(1)
      Project Manager                     ___________   ________________(2)
      Project Manager II                  ___________   ________________(3)
      Project Manager III                 ___________   ________________(4)
      Project Manager IV                  ___________   ________________(5)
      Project Manager (Development)       ___________   ________________(6)
      Project Manager (Infrastructure)    ___________   ________________(7)
      Project Manager (Implementation)    ___________   ________________(8)
      (IBM) Operations Platform Manager   ___________   ________________(9)
      (UNISYS) Operations Platform
      Manager                             ___________   _______________(10)
      (Open Systems) Operations
      Platform Manager                    ___________   _______________(11)
      (Production Controls Operations)
      Platform Manager                    ___________   _______________(12)
      (Print Operations) Platform
      Manager                             ___________   _______________(13)
      (Media) Library Supervisor II       ___________   _______________(14)
      (Open Systems) Production
      Control Supervisor                  ___________   _______________(15)
      (IBM) Production Control
      Supervisor                          ___________   _______________(16)
      Specialist III                      ___________   _______________(17)
      Facilities Plant Manager            ___________   _______________(18)


UNISYS/COBOL

      Programmer I                    ___________       ________________(19)
      Programmer II                   ___________       ________________(20)
      Application Programming Manager ___________       ________________(21)
      Advanced and Group Leaders      ___________       ________________(22)
      UNISYS COBOL Consultant         ___________       ________________(23)
      Application Architect           ___________       ________________(24)




                                                                               June, 2006
               Information Technology Temporary Personal Services RFP
                         BIDDER’S RESPONSE FORM PAGE 2

OFFEROR NAME __________________________________________________

                                                         CEILING     CATEGORY/TITLE
      RESPONSE*                           RATE*


UNISYS DMS-1100 DATA BASE ADMINISTRATION

      Data Base Administrator            ___________   _______________(25)
      Data Base Consultant/Designer      ___________   _______________(26)
      Data Base Supervisor               ___________   _______________(27)
      Data Base Programmer               ___________   _______________(28)
      Data Base Performance Specialist   ___________   _______________(29)
      Production Control Specialist      ___________   _______________(30)
      Production Control Supervisor      ___________   _______________(31)
      File Management Supervisor         ___________   _______________(32)
      File Management Specialist         ___________   _______________(33)
      Computer Console Operator III      ___________   _______________(34)
      Quality Control Specialist         ___________   _______________(35)
      Forms Support Specialist           ___________   _______________(36)


TELECOMMUNICATIONS

      Manager of Software Support        ___________   ______________(37)
      Manager of Telecommunications      ___________   ______________(38)
       Support
      Manager of Data Communications     ___________   ______________(39)
      Data Communications Specialist     ___________   ______________(40)
      Network Performance Specialist     ___________   ______________(41)




                                                                             June, 2006
                 Information Technology Temporary Personal Services RFP
                           BIDDER’S RESPONSE FORM PAGE 3

OFFEROR NAME __________________________________________________



CLIENT SERVER

      Client Server Programmer              ___________   ______________(42)
      Data Base Architect                   ___________   ______________(43)
      Client Server Application Architect   ___________   ______________(44)
      Oracle Database Administrator         ___________   ______________(45)
      Oracle Database Administrator/        ___________   ______________(46)
       Warehouse Architect
      SQL Server Database Administrator     ___________   ______________(47)
      Client Server and Development         ___________   ______________(48)
       Tool Consultant
      Performance Specialist                ___________   ______________(49)
      Windows OS Specialist                 ___________   ______________(50)
      Power Builder Programmer/Architect    ___________   ______________(51)
      Web Application Developer             ___________   ______________(52)
      Web Interface Designer                ___________   ______________(53)
      Java Developer                        ___________   ______________(54)
      J2EE Architect                        ___________   ______________(55)

UNISYS OPERATIONS

      Disaster Recovery Planner/Specialist __________     ______________(56)
      Computer Systems Programmer           __________    ______________(57)
      Manager of Computer Operations        __________    ______________(58)
      Computer Operator V                   __________    ______________(59)
      Computer Operator V                   __________    ______________(60)
        (Production Control)
      Computer Operator I                   __________    ______________(61)
      Disaster Recovery Planning
      Specialist                            __________    ______________(62)


SECURITY

      Security Designer/Data Administrator _________      ______________(63)
      Security Administrator                __________    ______________(64)
      Facilities Planning Specialist        __________    ______________(65)




                                                                               June, 2006
                 Information Technology Temporary Personal Services RFP
                           BIDDER’S RESPONSE FORM PAGE 4

OFFEROR NAME __________________________________________________

                                                              CEILING    CATEGORY/TITLE
      RESPONSE*                             RATE*


OFFICE AUTOMATION

      OA Coordinator                       __________      ______________(66)
      Site Contact                         __________      ______________(67)
      LAN Administrator                    __________      ______________(68)
      Microsoft Support Specialist I       __________      ______________(69)
      Microsoft Support Specialist II      __________      ______________(70)
      OA Installer                         __________      ______________(71)
      OA Hotline Support Staff             __________      ______________(72)
      Information Center User Consultant   __________      ______________(73)


IMPLEMENTATION/TRAINING

      Requirements Definition Specialist    __________     ______________(74)
      Workflow Analyst                      __________     ______________(75)
      Design Facilitator                    __________     ______________(76)
      Training Specialist                   __________     ______________(77)
      Coordinator (Implementation/Training) __________     ______________(78)
      Implementation Specialist             __________     ______________(79)
      System Tester                         __________     ______________(80)
      User/Product Test Specialist          __________     ______________(81)
      Automated System Tester               __________     ______________(82)



BUSINESS ANALYSIS AND TECHNICAL WRITING

      Business Analyst                     _______________ _______________(83)
      Technical Writer                     _______________ _______________(84)
      Documentation Specialist/            _______________ _______________(85)
       Technical Writer
      Facilitator                          _______________ _______________(86)
      Procedures Writer                    _______________ _______________(87)




                                                                                 June, 2006
                 Information Technology Temporary Personal Services RFP
                           BIDDER’S RESPONSE FORM PAGE 5

OFFEROR NAME __________________________________________________

                                                           CEILING     CATEGORY/TITLE
      RESPONSE*                        RATE*


CLERICAL

      Word Processing/Keyboard Specialist _______________ _______________(88)
      Administrative Assistant        _______________   _______________(89)
      File Conversion Clerk           _______________   _______________(90)
      Data Processing Clerk           _______________   _______________(91)
      Clerk                           _______________   _______________(92)
      Laborer                         _______________   _______________(93)
      (Media) Librarian               _______________   _______________(94)
      Facilities Security Attendant   _______________   _______________(95)


IBM

      Consultant/Designer             _______________   _______________(96)
      Computer Systems Programmer     _______________   _______________(97)
      Application Architect           _______________   _______________(98)
      Production Control Specialist   _______________   _______________(99)
      File Management Supervisor      _______________   ______________(100)
      File Management Specialist      _______________   ______________(101)
      Computer Console Operator III   _______________   ______________(102)
      Forms Support Specialist        _______________   ______________(103)
      Quality Control Specialist      _______________   ______________(104)


Open Systems

      Production Control Specialist   _______________   ______________(105)
      File Management Supervisor      _______________   ______________(106)
      File Management Specialist      _______________   ______________(107)
      Computer Console Operator III   _______________   ______________(108)


Telecom

      Computer Console Operator III     _______________ ______________(109)
      Computer Operator II (Tape/Print/
      Client Server Backup & Storage    _______________ _______________(110)




                                                                                June, 2006
                  Information Technology Temporary Personal Services RFP
                            BIDDER’S RESPONSE FORM PAGE 6


*NOTE: Write or type YES on the line for each title your firm commits to being capable of
       providing one or more candidates to fill positions through the Task Order Award
       solicitation. The “ceiling rate” proposed for each title shall be the all inclusive [i.e.,
       travel (unless otherwise explicitly stated), meals, fringe, administrative overhead,
       overtime, etc.] hourly rate for a standard eight hour day, forty hour week, exclusive of
       lunch breaks, vacation and sick leave. Such rates shall be the maximum allowable by
       a stand-by contractor in response to a Task Order Award solicitation. All work is
       expected to be performed on-site at State locations specified in the task order and
       ceiling rates proposed should be based on such work locations.




                                                                                         June, 2006
          Exhibit C

   Contract Signature Page
16 original signatures required




                                  June, 2006
                                                    Contract Signature Page

Agency Code: _________________Contract Number: CM_____AA

                                                           Agency Certification
                                           In addition to acceptance of this contract, I also certify that original copies of
                                           this signature page will be attached to all other exact copies of this contract



______________________________________                                          ______________________________
        Agency Signature                                                                   Dated

______________________________________                                          ______________________________
        Contractor Signature                                                                Dated

Contractor Signatory Name Printed__________________________________

Contractor Signatory Title:______________________________________

                CORPORATE, PARTNERSHIP OR INDIVIDUAL ACKNOWLEDGMENT
STATE OF                                  
                                          :      SS.:
COUNTY OF                                 
On the ____ day of               ___________________in the year 20 __ ,                                before me personally appeared:
____________________________________________________________, known to me to be the person who executed the foregoing
instrument,     who,    being      duly    sworn     by     me     did      depose     and     say     that             _he     resides    at
_________________________________________________________, Town of _____________________________________,
County of _____________________ , State of ____________________ ; and further that:
[Check One]
(     If an individual): _he executed the foregoing instrument in his/her name and on his/her own behalf.
(      If a corporation): _he is the _________________________________ of ____________________________________, the
      corporation described in said instrument; that, by authority of the Board of Directors of said corporation, _he is authorized to
      execute the foregoing instrument on behalf of the corporation for purposes set forth therein; and that, pursuant to that authority, _he
      executed the foregoing instrument in the name of and on behalf of said corporation as the act and deed of said corporation.
(      If a partnership): _he is the ________________________________ of                  ___________________________________, the
      partnership described in said instrument; that, by the terms of said partnership, _he is authorized to execute the foregoing
      instrument on behalf of the partnership for the purposes set forth therein; and that, pursuant to that authority, _he executed the
      foregoing instrument in the name and on behalf of said partnership as the act and deed of said partnership.


________________________________________________
Notary Public



Approved:                                                                        Approved:

Andrew M. Cuomo                                                                 Thomas P. DiNapoli
Attorney General                                                                State Comptroller

By: ________________________                                                    By: ________________________

Date: ______________________                                                    Date: ______________________




                                                                                                                                         June, 2006
          EXHIBIT D
PERSONAL SERVICE REQUIREMENTS




                                June, 2006
                               EXHIBIT D
                     PERSONAL SERVICE REQUIREMENTS
Note: Additional work-related experience or education may be substituted, at the discretion of
the State, on a one-for-one basis if explicitly stated in the Task Order Award solicitation. The
Task Order Award solicitation may also specify that one or more mandatory qualifications for
a given job title have been waived for the solicitation.

MANAGEMENT
    Project Manager (Entry Level)
    Project Manager
    Project Manager II
    Project Manager III
    Project Manager IV
    Project Manager (Development)
    Project Manager (Infrastructure)
    Project Manager (Implementation)
    (IBM) Operations Platform Manager
    (UNISYS) Operations Platform Manager
    (Open Systems) Operations Platform Manager
    (Production Controls Operations) Platform Manager
    (Print Operations) Platform Manager
    (Media) Library Supervisor II
    (Open Systems) Production Control Supervisor
    (IBM) Production Control Supervisor
    Specialist III
    Facilities Plant Manager


UNISYS/COBOL
     Programmer I
     Programmer II
     Application Programming Manager
     Advanced and Group Leaders
     UNISYS COBOL Consultant
     Application Architect




                                                                                        June, 2006
UNISYS DMS-1100 DATA BASE ADMINISTRATION
     Data Base Administrator
     Data Base Consultant/Designer
     Data Base Supervisor
     Data Base Programmer
     Data Base Performance Specialist
     Production Control Specialist
     Production Control Supervisor
     File Management Supervisor
     File Management Specialist
     Computer Console Operator III
     Quality Control Specialist
     Forms Support Specialist


TELECOMMUNICATIONS
     Manager of Software Support
     Manager of Telecommunications Support
     Manager of Data Communications
     Data Communications Specialist
     Network Performance Specialist


CLIENT SERVER
     Client Server Programmer
     Data Base Architect
     Client Server Application Architect
     Oracle Database Administrator
     Oracle Database Administrator/Warehouse Architect
     SQL Server Database Administrator
     Client Server and Development Tool Consultant
     Performance Specialist
     Windows OS Specialist
     Power Builder Programmer/Architect
     Web Application Developer
     Web Interface Designer
     Java Developer
     J2EE Architect




                                                          June, 2006
UNISYS OPERATIONS
     Disaster Recovery Planner/Specialist
     Computer Systems Programmer
     Manager of Computer Operations
     Computer Operator V
     Computer Operator V (Production Control)
     Computer Operator I
     Disaster Recovery Planning Specialist


SECURITY
   Security Designer/Data Administrator
   Security Administrator
   Facilities Planning Specialist


OFFICE AUTOMATION
     OA Coordinator
     Site Contact
     LAN Administrator
     Microsoft Support Specialist I
     Microsoft Support Specialist II
     OA Installer
     OA Hotline Support Staff
     Information Center User Consultant


IMPLEMENTATION/TRAINING
     Requirements Definition Specialist
     Workflow Analyst
     Design Facilitator
     Training Specialist
     Coordinator (Implementation/Training)
     Implementation Specialist
     System Tester
     User/Product Test Specialist
     Automated System Tester




                                                 June, 2006
BUSINESS ANALYSIS AND TECHNICAL WRITING
     Business Analyst
     Technical Writer
     Documentation Specialist/Technical Writer
     Facilitator
     Procedures Writer


CLERICAL
     Word Processing/Keyboard Specialist
     Administrative Assistant
     File Conversion Clerk
     Data Processing Clerk
     Clerk
     Laborer
     (Media) Librarian
     Facilities Security Attendant


 IBM
        Consultant/Designer
        Computer Systems Programmer
        Application Architect
        Production Control Specialist
        File Management Supervisor
        File Management Specialist
        Computer Console Operator III
        Forms Support Specialist
        Quality Control Specialist


 Open Systems

          Production Control Specialist
          File Management Supervisor
          File Management Specialist
          Computer Console Operator III




Telecom
                                                  June, 2006
      Computer Console Operator III
      Computer Operator II (Tape/Print/Client Server Backup & Storage)


NOTE: Additional work-related experience or education may be substituted, at the
discretion of the State, on a one-for-one basis. Such substitutions shall be allowable if
described by the State in its solicitations under the Task Order Award process.




                                                                                 June, 2006
                                      MANAGEMENT

Project Manager (Entry Level)

   At least 18 months experience overseeing basic IT related projects that would have few
    deliverables and/or a limited number of completion steps.
   A BS Degree in a relevant information technology/operations management/computer science
    discipline may be equated for up to a year of required relevant experience

Project Manager

     A four year college degree
     Eight years experience in Data processing and Computer System Development
     Three years experience:
       supervising staff
       customer interface activities
       working with established documentation standards and tools
       working with COBOL (optional), Client/Server or Web application development tools in both
         a mainframe (optional) and PC development environment

Project Manager II

     At least 24 months experience overseeing basic IT related projects that would have few
      deliverables and/or a limited number of completion steps.
     A BS degree in a relevant information technology/operations management/computer science
      discipline may be equated for up to a year of required relevant experience

Project Manager III

         Minimum 4 years experience overseeing IT projects of moderate complexity, which would
          include sub-projects and distinct deliverables.
         A BS degree in a relevant information technology/operations management/computer
          science discipline may be equated for up to a year of required relevant experience
         An MS or MBA in a relevant information technology/operations management/computer
          science discipline may be equated for up to an additional two years of required relevant
          experience.




                                                                                          June, 2006
Project Manager IV

     8 years experience overseeing medium to large scaled IT projects which would be comprised
      of sub-projects and distinct deliverables.
     A BS degree in a relevant information technology /operations management/computer science
      discipline may be equated for up to a year of the required relevant experience.
     An MS or MBA in a relevant information technology/operations management/computer science
      discipline may be equated for up to an additional two years of required experience

Project Manager (Development)

     A four year college degree
     Eight years experience in Data Processing and Computer System Development
     Three years experience:
       with mainframe and/or Client/Server systems development
       with the use of Client/Server and Web language development tools
       object oriented development experience

Project Manager (Infrastructure)

     A four year college degree
     Eight years experience in Data Processing and Computer System Development
     Three years experience:
       in Client/Server hardware systems platforms
       the management of distributed systems
       in UNIX and Windows NT/2000/XP (or latest version of Microsoft Operating System)
         operating systems management
         with Client/Server and Web language development tools in mainframe and/or PC
         development environments

Project Manager (Implementation)

     Bachelor’s degree and eight years experience in a systems development environment
     Seven years technical experience in planning, installing, implementing and administering a
      large-scale data processing system utilizing a mainframe computer and/or client/server
      environment, with telecommunications, remote equipment and database capabilities
     Five years experience in a system testing environment, including test plan execution and
      development
     Five years of technical experience in planning, installing, implementing, training curriculum
      development and administering a large scale data processing system, with
      telecommunications, remote equipment and database capabilities
     Three years experience in:
       a supervisory role
       customer interface activities
       test plan documentation standards




                                                                                           June, 2006
(IBM) Operations Platform Manager

     Minimum Seven years experience, supervising a large-scale UNISYS (2200 or A Series)
      Platform, an IBM mainframe Platform, a large-scale Open Systems Platform or a large-scale
      Computer Print or Production Control Operation or any combination of experience supervising
      in the above environments.
                    and
      o A minimum of three years of the above experience must have been managing a minimum
          of 25 employees in a data center environment
                           or
      o A minimum of three years experience as Manager/Director for Computer Operations, Open
          Systems Production Control or Print/ Production Control.
                           and
              o Three years experience managing the operations of an IBM Operations Platform
                 Data Center.
     A Bachelor of Science Degree in a relevant information technology/operations
      management/computer science discipline may be equated for up to two years of the required
      relevant experience.
     An MS or MBA in relevant information technology/operations management/computer science
      discipline may be equated for up to an additional two years of the required relevant
      experience.
  




                                                                                         June, 2006
(Unisys) Operations Platform Manager

     Minimum Seven years experience, supervising a large-scale UNISYS (2200 or A Series)
      Platform, an IBM mainframe Platform, a large-scale Open Systems Platform or a large-scale
      Computer Print or Production Control Operation or any combination of experience supervising
      in the above environments.
                    and
      o A minimum of three years of the above experience must have been managing a minimum
          of 25 employees in a data center environment
                           or
      o A minimum of three years experience as Manager/Director for Computer Operations, Open
          Systems Production Control or Print/ Production Control.
                           and
              o Three years experience managing the operations of an IBM Operations Platform
                 Data Center.
     A Bachelor of Science Degree in a relevant information technology/operations
      management/computer science discipline may be equated for up to two years of the required
      relevant experience.
     An MS or MBA in relevant information technology/operations management/computer science
      discipline may be equated for up to an additional two years of the required relevant
      experience.




                                                                                         June, 2006
(Open Systems) Operations Platform Manager

     Minimum Seven years experience, supervising a large-scale UNISYS (2200 or A Series)
      Platform, an IBM mainframe Platform, a large-scale Open Systems Platform or a large-scale
      Computer Print or Production Control Operation or any combination of experience supervising
      in the above environments.
                    and
      o A minimum of three years of the above experience must have been managing a minimum
          of 25 employees in a data center environment
                           or
      o A minimum of three years experience as Manager/Director for Computer Operations, Open
          Systems Production Control or Print/ Production Control.
                           and
              o Three years experience managing the operations of an IBM Operations Platform
                 Data Center.
     A Bachelor of Science Degree in a relevant information technology/operations
      management/computer science discipline may be equated for up to two years of the required
      relevant experience.
     An MS or MBA in relevant information technology/operations management/computer science
      discipline may be equated for up to an additional two years of the required relevant
      experience.

(Production Controls Operations) Platform Manager

     Minimum Seven years experience, supervising a large-scale UNISYS (2200 or A Series)
      Platform, an IBM mainframe Platform, a large-scale Open Systems Platform or a large-scale
      Computer Print or Production Control Operation or any combination of experience supervising
      in the above environments.
                    and
      o A minimum of three years of the above experience must have been managing a minimum
          of 25 employees in a data center environment
                           or
      o A minimum of three years experience as Manager/Director for Computer Operations, Open
          Systems Production Control or Print/ Production Control.
                           and
              o Three years experience managing the operations of an IBM Operations Platform
                 Data Center.
     A Bachelor of Science Degree in a relevant information technology/operations
      management/computer science discipline may be equated for up to two years of the required
      relevant experience.
     An MS or MBA in relevant information technology/operations management/computer science
      discipline may be equated for up to an additional two years of the required relevant
      experience.




                                                                                         June, 2006
(Print Operations) Platform Manager

     Minimum Seven years experience, supervising a large-scale UNISYS (2200 or A Series)
      Platform, an IBM mainframe Platform, a large-scale Open Systems Platform or a large-scale
      Computer Print or Production Control Operation or any combination of experience supervising
      in the above environments.
                    and
      o A minimum of three years of the above experience must have been managing a minimum
          of 25 employees in a data center environment
                           or
      o A minimum of three years experience as Manager/Director for Computer Operations, Open
          Systems Production Control or Print/ Production Control.
                           and
              o Three years experience managing Print Operations in a Data Center.
     A Bachelor of Science Degree in a relevant information technology/operations
      management/computer science discipline may be equated for up to two years of the required
      relevant experience.
     An MS or MBA in relevant information technology/operations management/computer science
      discipline may be equated for up to an additional two years of the required relevant
      experience.

(Media) Library Supervisor II

     Three years general experience as a data processing clerk in a data center environment.
     Two years of the above experience must have been as a supervisor in a computer center tape
      library.

(Open Systems) Production Control Supervisor

     Five years of combined experience working in a large-scale operations function in either a
      UNISYS (2200 or A Series) or IBM mainframe environment or in a large-scale Open Systems
      environment.
              o Three years of the above experience must have been in a supervisory role in
                 Production Control.
              o Two (2) years of the above experience must have been in open systems console
                 monitoring using products such as Tivoli, HP Openview, and Viewpoint.
     A BS in a relevant information technology/operations management/computer science discipline
      may be equated for up to two years of required relevant experience.
     An MS or MBA in relevant information technology/operations management/computer science
      discipline may be equated for up to an additional two years of required relevant experience




                                                                                         June, 2006
(IBM) Production Control Supervisor

      Five years of combined experience working in a large-scale operations function in either a
       UNISYS (2200 or A Series) or IBM mainframe environment or in a large-scale Open Systems
       environment.
               o Three years of the above experience must have been in a supervisory role in
                  Production Control.
               o Two (2) years of the above experience must have been in scheduling and problem
                  resolution of production jobs at a large IBM Mainframe installation.
      A BS in a relevant information technology/operations management/computer science discipline
       may be equated for up to two years of required relevant experience.
      An MS or MBA in relevant information technology/operations management/computer science
       discipline may be equated for up to an additional two years of required relevant experience

Specialist III

      Eight years of progressively responsible experience managing a data processing and
       computer operations environment.
           o Four years of the above experience needs to have been performing staff supervision
               and/ or administrative responsibilities in a large data processing environment.
      A Bachelor of Science Degree in a relevant information technology/operations
       management/computer science discipline may be equated for up to two years of the required
       relevant experience.
      An MS or MBA in relevant information technology/operations management/computer science
       discipline may be equated for up to an additional two years of the required relevant experience

Facilities Plant Manager

      Five years of experience managing a data center facility to include one (1) year experience
       managing all aspects of HVAC, environmental controls and security controls




                                                                                             June, 2006
                                    UNISYS/COBOL

Programmer I

     Bachelor’s or Associate’s degree
     One year minimum hands-on COBOL programming experience

Programmer II

     Bachelor’s or Associate’s degree
     30 months minimum total hands-on COBOL programming experience

Application Programming Manager

     Bachelor’s degree
     Minimum of ten (10) years of progressive data processing experience, including:
       at least five (5) years of programming experience
       at least three (3) years as a supervisor/group leader
       at least three (3) years managing application systems development
     Knowledge, skills and three years experience with:
       DBMS
       Development of on-line systems in the proposed transaction processing environment
       Project management tools, e.g., Microsoft Project, Project Manager’s Workbench, et al.
       Top down project development and structured techniques
       Adherence to project, facility and operation standards, programming standards and
          documentation standards.
     In-depth knowledge of:
       Structured program development techniques
       Top down project development techniques
     Specific knowledge of, and three years experience with, UNISYS based software, including
      database management software (DMS-11000), and on-line transaction interface software
      (TIP).




                                                                                      June, 2006
Advanced and Group Leaders

     Bachelor’s degree
     Minimum of seven (7) years of progressive data processing experience, including:
       at least four (4) years of programming experience
       at least five years (5) hands-on COBOL programming experience
       at least two (2) years as a supervisor/group leader
       at least (2) years of hands-on experience with DMS-1100 and TIP
     Three years minimum hands-on experience in those skills required for Programmer I and II
      plus a minimum of two years hands-on experience in:
       Real-time transaction programming
       Advanced programming techniques, including indexed sequential and random access file
         structures, table handling with subscripts and indices, binary and serial search,
         implementing subroutines using COBOL linkage and common storage structures, and
         others.
     Working knowledge and three years experience with:
       System analysis and design
       Structured programming techniques
       Code walk-throughs
       Structured testing techniques
       Advanced programming techniques

UNISYS COBOL Consultant

     An Associate’s degree and one year of work-related experience.
     Two years experience in the following:
       COBOL 74 and/or 85 (ACOB/UCOB) on UNISYS mainframes
       UNISYS ECL
       monitoring production work
       UNISYS TIP, MCB, and DMS/RDMS

Application Architect

     A four year college degree
     Eight years experience in Data processing and Computer System Development
     Three years experience managing systems development
     Two years experience:
       supervising staff
       working with customers and technical staff
       with UNISYS DMS1100 and TIP environments
       in the use of system design techniques and tools
       with Client Server systems development in an open computing environment utilizing 4th
         generation language development tools
       object oriented experience
       managing the development and adjustment of original physical and logical architecture
         plan, including definition of standards



                                                                                      June, 2006
                  UNISYS DMS-1100 DATA BASE ADMINISTRATION

Data Base Administrator

        Twelve years of progressively responsible experience in the design, development and
         implementation of major computer systems and for data processing projects;
            five years of which must have been in the technical data base aspects of implementing or
              maintaining a large scale multi-faceted system
            at least three years on a large system of hardware and software
            three years of this experience must have been in the administrative management and/or
              supervision of technical data base systems.
        Thorough knowledge of computer concepts involving designing and implementing data bases,
         information systems and data communication network.

Data Base Consultant/Designer

        Three years experience:
           data modeling and logical design
           creating and maintaining DMS-1100/RDMS1100 schemas
           developing and implementing backup and recovery procedures

Data Base Supervisor

         Bachelor’s degree
         Seven years of progressively responsible data processing experience to include a minimum of
          three years experience in the technical design, development and programming of a data base
          within a large scale system operating with DMS1100/RDMS1100

Data Base Programmer

         Minimum of one year experience in the technical design, development and programming of a
          data base within a large scale system operating with UNISYS DMS1100/RDMS1100
         Five years of progressive data processing experience, at least three of which must have been
          in support of Data Base Administration.

Data Base Performance Specialist

         Three years experience in the design of large systems with at least one year experience in
          performance tuning of DMS1100/RDMS1100 data bases




                                                                                              June, 2006
Production Control Specialist
      Three years of experience as Supervisor in Production Control in a large-scale operation.
       Experience must have been in either a UNISYS (2200 or A Series) or IBM mainframe
       environment or in a large-scale Open Systems environment.
          o Two (2) years of the above experience must have been performing production job
               scheduling and production job problem resolution at a large UNISYS Mainframe (A
               Series or 2200) installation
      A BS in a relevant information technology/operations management/computer science discipline
       may be equated for up to one year of the required relevant experience.
      An MS or MBA in relevant information technology/operations management/computer science
       discipline may be equated for up to an additional two years of required relevant experience.

Production Control Supervisor
      Five years of combined experience working in a large-scale operations function in either a
       UNISYS (2200 or A Series) or IBM mainframe environment or in a large-scale Open Systems
       environment.
          o Three years of the above experience must have been as a supervisor in Production
               Control.
          o Two (2) years of the above experience must have been in scheduling and problem
               resolution of production jobs at a large UNISYS Mainframe installation
      A BS in a relevant information technology/operations management/computer science discipline
       may be equated for up to two years of required relevant experience.
      An MS or MBA in relevant information technology/operations management/computer science
       discipline may be equated for up to an additional two years of required relevant experience

File Management Supervisor
       Five years of experience as a File Management Supervisor in a UNISYS (2200 or A Series) or
        IBM mainframe environment or in a large-scale Open Systems environment.
           o At least three years of the above experience must have been with overall responsibility
                in File Management.
           o Two (2) years of the above experience must have been performing at a large UNISYS
                Mainframe (A Series or 2200) installation
           A BS in a relevant information technology/operations management/computer science
discipline may be equated for up to two years of required relevant experience.
    An MS or MBA in relevant information technology/operations management/computer science
        discipline may be equated for up to an additional two years of required relevant experience




                                                                                            June, 2006
File Management Specialist
     Three years of experience working as a File Management Specialist in a large-scale operation
      in a UNISYS (2200 or A Series) mainframe environment.
          o Two (2) years of the above experience must have been in a supervisory role
              responsible for File Management.
     A BS degree in a relevant information technology/operations management/computer science
      discipline may be equated for up to two years of required relevant experience.
An MS or MBA degree in a relevant information technology/operations management/computer
science discipline may be equated for up to an additional two years of required relevant experience

Computer Console Operator III
      Five (5) years of progressively responsible data processing experience as a UNISYS 2200 & A
       Computer Console Operator
          o At least three years of the above experience must have been as a Computer Console
              Operator in a data center

Quality Control Specialist
      Three years of experience performing operational functions in an IBM or UNISYS (2200 or A
       Series) mainframe environment.
        Two (2) years of the above experience must have been in a supervisory role with primary
          responsibilities in the print operations area.
                   In addition two years of the above experience must also have been in quality
                    control to include development of quality control standards, practices and
                    procedures for a substantial print operation that provided service to multiple
                    customers.
                   In addition one (1) year of the above experience must have been using UNISYS
                    ECL.
      A BS degree in a relevant information technology/operations management/computer science
       discipline may be equated for up to one year of required relevant experience as outlined
       above.

Forms Support Specialist
Two (2) years experience in forms design and production for an IBM Mainframe or UNISYS (2200 or
A Series) Mainframe Data Center environment




                                                                                           June, 2006
                               TELECOMMUNICATIONS

Manager of Software Support

    Nine years of progressive data processing experience including:
         three years of programming in operating system language
         three years of system support
         at least three years of managerial responsibility
    Three years experience with executive support utilities, language processors and data
     management systems software.
    Three years experience with mainframes, front-end processors, and other hardware, utilizing
     mainframe operating system.


Manager of Telecommunications Support

    Nine years of progressive data processing experience, including:
         three years of assembler language programming
         three years of telecommunications software support of a large installation
         at least three years of management responsibility.
    Three years experience with communication hardware and software, including asynchronous
     and synchronous protocols, front-end support, cluster controllers and networking.


Manager of Data Communications

    Seven years of progressive data processing experience, three years of which must have been in
     support of telecommunications systems.
    Three years of Network Control experience including trouble call diagnosis and follow up in a
     user environment with at least 100 varied end points (dial modem, direct connect)


Data Communications Specialist

    Five years of progressive data processing experience, two of which must have been in support
     of telecommunications systems
    Three years experience:
      in TCP/IP, SNA
      with hubs, routers, switches
      and knowledge of ATM, frame relay




                                                                                          June, 2006
Network Performance Specialist

    Six years of progressive data processing experience, three of which have been in support of
     telecommunications systems
    One year of experience:
      in the analysis of frame relay network performance
      frame relay performance and error statistics
      router functionality
      Ethernet LAN performance statistics
      and Network Protocols, especially TCP/IP




                                                                                        June, 2006
                                    CLIENT SERVER
Client Server Programmer

    Associate’s degree
    Must have a minimum of two years application development experience using one or more of
     the following concepts and technologies:
      Object Oriented Analysis, Design and Development
      UML
      XML
      N-tiered client/server development
      Web services
      JAVA based tools such as:
      Websphere
      Enterprise Java Beans
      IBM HTTP Server
      Ant – Java build tool

    Must have a minimum of two years experience performing development work in one or more of
     the following specialty areas:
      Unisys COBOL
      Micro Focus COBOL
      MAPPER
      RDMS
      C++
      Visual Basic 6.0
      Visual Studio .Net (or latest version)
      IIS
      COM+
      Oracle 9i, Oracle 10g, or higher
      Windows NT/2000/XP (or latest version of Microsoft Operating System)
      Telecommunications
      GUI




                                                                                      June, 2006
Data Base Architect

    Five years experience in designing and implementing high volume multiple database
     environments (specifically Oracle 9i, Oracle 10g, or higher)
    Three years experience in:
      design strategies for migration from hierarchical structures to relational databases and
        integrating those on multiple platforms.
      design and implementation of data warehousing and data mart activities in a heterogeneous
        database environment
      the development and implementation of operational standards and protocols
      knowledge transfer, transition of systems and mentoring


Client Server Application Architect

    Five to eight years experience designing and implementing large scale C/S open systems
     environments.
    Minimum five years experience in one or more of the following design/development tools:
      Microsoft tools:
         Visual Studio .Net or Visual Basic 6.0 (or latest version)
         COM+
         IIS
      Java based tools:
         WAS – Websphere Application Server
         WSED or WSAD – Websphere Studio (Enterprise/Application) Developer
         EJB – Enterprise Java Beans
         IHS – IBM HTTP Server
         Ant – Java build tool
      Modeling Tools
         Rational Rose
         Visual Modeler
      Oracle 9i or 10g, or higher
         Stored procedures, functions, packages
         PL/SQL




                                                                                        June, 2006
Oracle Data Base Administrator

    Five years experience working with Oracle, with a thorough understanding of the architecture
     and processes of the Oracle server, including Oracle 9i and/or Oracle10g, or higher
    Three years experience as an Oracle database administrator in a production database
     environment
    Database Administrator experience with the development of large scale, complex applications
     involving on-line and batch environments
    Three years experience in monitoring and tuning the general performance of the Oracle
     database
    Three years experience writing SQL-PL/SQL, stored procedures and triggers
    Three years experience in identifying business rules and database design
    Experience in the transition of systems, including the transfer of knowledge and mentoring


Oracle Database Administrator/Warehouse Architect
    Five years experience working with Oracle, with a thorough understanding of the architecture
     and processes of the Oracle server, including Oracle9i and/or Oracle10g, or higher
    Three years experience as an Oracle database administrator in a production database
     environment
    Three years experience in monitoring and tuning the general performance of the Oracle
     database
    Three years experience writing SQL-PL/SQL, stored procedures and triggers
    Three years experience in identifying business rules and database design
    One year experience in the transition of systems, including the transfer of knowledge and
     mentoring
    Three years experience in the design and implementation of data warehousing and data mart
     activities in multiple, large scale database environments
    Three years experience in designing strategies for migrating data from hierarchical to relational
     database structures, and integrating these strategies on multiple platforms

    SQL Server Database Administrator

    Three years experience working with SQL Server, with a thorough understanding of the
     architecture and processes of SQL Server 7.0 and/or SQL Server 2000
    Three years experience with the design, development, and implementation of large scale,
     complex applications involving on-line and batch environments
    Three years experience installing, maintaining, tuning and general performance of the SQL
     Server database product
    Three years experience writing SQL language, stored procedures and triggers
    Three years experience with knowledge transfer, transition of systems and mentoring




                                                                                             June, 2006
 Client Server and Development Tool Consultant

    Must have two years of experience with 4th generation language development tools
    Two years of experience in :
      developing large mission critical applications using Client/Server implementation
      3-Tier design, development and deployment including RAD/JAD methodology
      knowledge transfer, transition of systems and mentoring
      Intra/Inter Net deployment


Performance Specialist

    A Bachelor’s degree
    Five years of progressive data processing experience, two of which must have been as a
     performance specialist.
    Three years experience working in a Client/Server environment with:
      Workstation and server hardware/software configurations
      UNIX
      Microsoft Windows NT NT/2000/XP (or latest version of Microsoft Operating System) desktop
        operating system
      Microsoft Windows NT/2000/2003 (or latest version of Microsoft Operating System) server
        operating system
      Microsoft Exchange Server
      Communications involving large LAN, WAN and Dial-in environments

Windows OS Specialist

    Five years of progressive data processing experience
    Two years experience providing technical support in a large scale Client/Server open systems
     environment for:
      Microsoft Windows NT/2000/2003 (or latest version of Microsoft Operating System) Server
        operating system
      Microsoft Windows NT/2000/XP (or latest version of Microsoft Operating System) desktop
        operating system
      Microsoft Exchange Server

Power Builder Programmer/Architect

    Must have two years experience designing and implementing client server systems using Power
     Builder for the applications and Oracle 9i, Oracle 10g, or higher for the database (familiarity with
     other databases may be required). This experience must include data windows, object oriented
     applications, application partitioning and building with Power Builder Foundation Class (PFC’s)
     and data modeling with S-Designer


Web Application Developer

    An Associate’s degree

                                                                                                June, 2006
    Must have a minimum of 2 years experience developing web sites using one or more of the
     following tools and techniques:
      Developing user interaction models and user flow diagrams
      Site navigation maps
      User Accessibility and 508 compliance
      State vs stateless applications
      HTML, DHTML, CSS, XSL
      XML
      UML
      Microsoft tools
          Visual Studio .Net (or latest version )
          Visual Basic 6.0
          ASP.Net or ASP
          IIS Version 6.0
          FrontPage
      Java tools
          JSP
          Servlets
          Java Script
          HIS
    Must have an understanding of database concepts and SQL commands
    Must be familiar with MS Windows NT 4.0/2000/XP (or latest version of Microsoft Operating
     System)


Web Interface Designer

    An associate’s or bachelor’s degree in Graphics Design or similar discipline
    A minimum of 2 years experience developing graphical user interfaces
    At least 1 year experience developing graphical interfaces for the Web
    Experience designing and developing Web pages using graphics design principles
    Experience using common Web Authoring tools such as Microsoft Front Page
    Familiarity with Paint Shop Pro 5.0


Java Developer

    Associate's Degree
    Minimum of 4 years of JAVA programming experience.
    Minimum of 3 years experience with each of the following:
      Enterprise Java Bean (EJB) development and transaction management
      JSPs/Servlet development


J2EE Architect

    Associate's Degree
    Minimum of 5 years of JAVA programming experience.
    Minimum of 3 years experience with each of the following:
                                                                                      June, 2006
   JSPs/Servlet development
   Enterprise Java Bean (EJB) development and transaction management
   Designing J2EE applications and applying J2EE design patterns in a large-scale, mission-
    critical environment
   Integration of J2EE applications with other systems




                                                                                    June, 2006
UNISYS OPERATIONS


Disaster Recovery Planner/Specialist

      Twelve years of progressively responsible experience in data processing and computer
       operations management
      Four years experience with supervision or administration in a large scale data processing
       environment
      Three years experience at a large installation employing the following hardware and software
       skills and experience:
      experience in a high-volume online production environment
      experience with Production Control, Network Control and Operations interfaces
      experience with and ability to develop and implement operating policy and procedures
      experience in development of Disaster Recovery plans for large data processing sites with
       both mainframe and Client/Server applications
      experience in development of and supervision of Disaster Recovery test plans


Computer Systems Programmer

      Seven years of progressive data processing experience, three of which must have been in
       systems software support.
      Two years of systems support experience at a large Unisys installation

Manager of Computer Operations

      Seven years of experience operating the proposed hardware operational and production
       environment, at least five of which must have been in a Director of Computer Operations
       supervisory or managerial capacity - 25 employees or more


Computer Operator V

      Five years of experience in operating Unisys hardware at least three of which must have
       included supervisory responsibility.


Computer Operator V (Production Control)

      Five years of experience in operating Unisys hardware at least three of which must have
       included supervisory responsibility
      Two years experience in scheduling jobs and resolving problems at an installation utilizing
       Unisys hardware and software


Computer Operator I

      One year of satisfactory experience in the operation of a large size mainframe.
                                                                                          June, 2006
Disaster Recovery Planning Specialist

        Twelve years of progressively responsible experience in data processing and computer
         operations management to include:
          Three years of the above experience must have been in development, implementation
            and testing of Disaster Recovery Plans of a large size mainframe.


                                           SECURITY

Security Designer/Data Administrator

        Bachelor’s degree
        Must have two to three years experience working with Client/Server and Web security
         systems (Netegrity Siteminder, etc.) and having a general responsibility for awareness
         throughout an organization of available information resources. This includes receiving and
         reviewing all requests for access to data files, maintaining a data dictionary of information
         assets and responding to access requests

Security Administrator

        One year experience with RACF or other mainframe security package, and implementing
         and maintaining a security database and implementing access that has been authorized
        One year experience with client/server, web or network security systems, including
         implementing and maintaining a security database and implementing access permissions.

Facilities Planning Specialist

   Five years experience in site preparation, planning and installation of the components of a
    Computer Data Center




                                                                                             June, 2006
                                   OFFICE AUTOMATION
OA Coordinator

       Three years experience in:
         the use of OA technology to support a user’s mandate and objectives
         site preparation, hardware and software needs, training coordination and problem
          resolution
        training staff to fulfill necessary OA roles
        Site contact for site planning and preparation
        Network administrator
        Staff who will use OA equipment
        Identifying the desired locations for OA equipment
        OA security including, identification of each user and what access they should be allowed
        Security of the unit’s data on the desk station, on the LAN and on the End User mainframe
        Physical security of the hardware and software


Site Contact

          Two years experience in:
            site preparation
            Problem solving
            Identifying office layouts.
            Insuring attendance of building rep/electrician at survey.
            Receiving equipment.
            Ordering renovations and overseeing same
            Knowledge of CAT5, wiring specs


LAN Administrator

          Two years experience working with microcomputers and LANs:
            supporting and maintaining the operating system and the file directory structures of
             microcomputer hard disk drives
            supporting and maintaining the Local Area Network operating system application
             software
            performing system security and data back-up responsibilities
            with the OA hardware/software at the local site to be able to assist in problem
             identification and resolution




                                                                                          June, 2006
Microsoft Support Specialist I

      Two years experience resolving user problems by conducting technical research and
       providing problem resolution and documentation in a Help Desk setting. Experience should
       be equivalent to Help Desk Level 3, that is, experienced technician or vendor level support
       knowledge and activities.
      Two years experience supporting Microsoft Windows XP Professional / 2000 or currently
       deployed versions. A thorough knowledge of Windows operating system administrative
       practices and tools/utilities is required including methods for migrating user accounts and
       profiles
      Two years experience building and deploying pc images in a corporate environment and
       Windows operating system network.
      Two years experience with Microsoft Outlook 2003 (or more current version) E-Mail Client
       and Calendaring – Specific knowledge and experience in supporting users in a corporate
       environment that relies heavily on file and document sharing is required. A thorough
       understanding of delegate access, folder permissions, the application of rules and the
       scheduling of meetings.
      Two years experience with Microsoft Office Suite 2003 (or more current version).


Microsoft Support Specialist II

      Five years experience resolving user problems by conducting technical research and
       providing problem resolution and documentation in a Help Desk setting. Experience should
       be equivalent to Help Desk Level 3, that is, experienced technician or vendor level support
       knowledge and activities.
      Five years experience working with executive level staff and the ability to transfer office
       automation knowledge to executive staff in a clear and concise manner.
      Five years experience supporting Microsoft Windows XP Professional / 2000 (or current
       Microsoft operating system versions). A thorough knowledge of the current Windows
       operating system administrative practices and tools/utilities is required including methods for
       migrating user accounts and profiles
      Five years of experience building and deploying pc images in a corporate environment and
       Windows operating system network.
      Five years experience with Microsoft Outlook E-Mail Client and Calendaring – with specific
       and working knowledge and experience in the most currently deployed version. Specific
       working knowledge in supporting users in a corporate environment that relies heavily on file
       and document sharing is required. A thorough understanding of delegate access, folder
       permissions, the application of rules and the scheduling of meetings.
      Five years experience with Microsoft Office Suite and specific working knowledge of the most
       currently deployed versions.
      Specific knowledge and experience with software packages used by the State including but
       not limited to Norton Anti-Virus Corporate Edition administration, Internet Explorer 5.5 / 6.0,
       Terminal Server/Citrix, GHOST.
      Five years of support for laptop PCs and handheld devices that should include remote
       access installations and troubleshooting.




                                                                                             June, 2006
OA Installer

      At least two years experience and knowledge in:
       network administration
       site preparations
       electrical requirements
       space utilization
       scheduling and planning
       Pre-site surveys
       Scheduling technical site survey
       Performing technical site survey
       Drawing installation plan
       Site planning
       Pre-installation planning
       Preparation site/equipment accountability
       Site prep checks/installation schedule
       Performing installations
       Data cabling standards
       Desktop troubleshooting




                                                         June, 2006
OA Hotline Support Staff

      Five years experience and knowledge in the following areas:
         Microsoft NT/200/XP (or current version OS) structures and maintenance
         problem solving, needs analysis and systems analysis.
         Interviewing users and/or reviewing documents to gather information and further
            analyze problems.
         Conducting technical research on Automation problems or methods to enhance
            utilization of approved products.
         LAN administration activity
         Referring problems as necessary, following up on referrals, and logging solutions and
            completion dates
         Ensuring that questions or problems are addressed promptly
         Answering questions and solving problems immediately, if possible
         Maintaining Hotline documentation.
         Compiling and analyzing statistics on the type and frequency of questions and problems
            encountered as a tool for planning for future products and services.
         Determining where further education or training is needed for users as well as State
            staff, and relaying that information to State trainers and/or management.
         Educating and assisting users in hardware/software usage, security backup and
            recovery process.
         Addressing data security and integrity considerations.
         Providing interface with vendor support organizations.
         Providing application development assistance for graphics and presentations, including
            the use of printer, plotters, color copiers and computer projection devices.
         Providing assistance to users in conversion of data between differing OA systems.
         Providing weekly reports to management, including statistics of technical assistance,
            problems encountered needing management decisions and types of problems resolved.
         Installing software and configuring peripheral devices, as needed




                                                                                        June, 2006
Information Center User Consultant

      Three years experience in the following:
         Use of 4th Generation languages and/or application generators for development of user
           applications.
         Use of query language capabilities for access of data from information retrieval data
           bases.
         Use of statistical software (mainframe and PC versions) for analyzing data sets.
         Use of data display and graphics packages.
         Design and development of data bases for decision support and information retrieval.
         Training end users to employ computerized tools to create their own applications.
         Listening to user problems and assisting users in formulating approaches to solving
           their own problems, including selection of usable software methods.
         Encouraging, educating and motivating end users.
         Generation and modification of data models and working prototypes.
         Communication with traditional DP staff.
         Preparation of procedures and computer related documentation




                                                                                       June, 2006
                           IMPLEMENTATION/TRAINING

Requirements Definition Specialist

     Bachelor’s degree and three years experience in developing information systems user
      requirements documents and specifications. One year must be in the Human Services
      environment


Workflow Analyst

     Bachelor’s degree and three years experience in performing tasks that analyze and
      document business processes and workflows. One year must be in the Human Services
      arena


Design Facilitator

     Bachelor’s degree and three years experience in facilitating systems conceptual design work
      groups in the customer arena. One year must be in the Human Services arena.


Training Specialist

     Bachelor’s degree
     Minimum of two years experience in classroom or in training clerical or technical personnel in
      a work environment and in the development of system training guides, user training manuals
      and other training materials and system documentation

Coordinator (Implementation/Training)

     Bachelor’s degree
     A minimum of seven (7) years technical experience in planning, installing, implementing and
      administering a large-scale data processing system utilizing a mainframe computer with
      telecommunications, remote equipment and database capabilities.
     Five years of second level supervisory experience of which two years must have been at the
      management level developing work specifications, establishing control procedures, training
      schedules and plans.




                                                                                           June, 2006
Implementation Specialist

     Associate’s degree
     Minimum of two years experience in data processing, industrial engineering or a related field.
     Two years of IT hardware, software and systems installation experience


System Tester

     A two-year college degree and one year of work-related experience.
     Two years experience in an IT system testing environment, including test plan development
      and how to navigate through the test environment, validate test results and report in detail
      and summary manner to the developer


User/Product Test Specialist

     Bachelor’s degree
     Two years experience, one of which must be in a supervisory capacity, in an IT systems user
      testing environment, including test plan development and how to navigate through the test
      environment, validate test results and report in detail and summary manner to the developer.

Automated System Tester

     Two-year college degree
     One year experience using industry standard automated software testing tools
     Two years experience in a system testing environment using               industry standard
      load/performance testing software and defect tracking software, including test case and
      scenario development, validation and reporting through the use of the testing software tools.




                                                                                            June, 2006
            BUSINESS ANALYSIS AND TECHNICAL WRITING
Business Analyst

     Bachelor’s degree
     Minimum of three (3) years experience:
          examining the methods and processes of the business flow within a diverse public or
           private service delivery organization
          assessing and documenting existing business processes and identifying unnecessary
           steps
          incorporating value-added steps into a new process through the translation of business
           practices into terminology and desk products that seamlessly merge computer and
           microcomputer technology with work processes
          assessing and documenting existing business processes and identifying where
           improvements can be made or where new processes can be installed.
          researching "best practices" of comparable organizations and analyzing the feasibility of
           installing them where needed.
          developing new methods and procedures, implementation plans and schedules, and
           written reports.
          Eliciting and documenting business, user, and system requirements
          Preparing Business Requirements Documents (BRD)


Technical Writer

     Bachelor’s degree
     Two years experience analyzing, understanding, and developing verbal and written
      documentation and procedures


Documentation Specialist/Technical Writer

     Bachelor’s degree
     Two years of work-related experience is required writing documentation for IT
      systems/applications, in the following areas:
          systems design
          operations
          maintenance and support
     Experience in:
          organizing
          analyzing and understanding verbal and written documentation and procedures




                                                                                           June, 2006
Facilitator

      Bachelor’s degree
      Minimum two years of work-related experience in facilitating each of the following:
            IT application design sessions
            System requirements development
            Process methodology development
            Negotiating solutions to problems
      Minimum two years experience leading groups using tools, techniques and skills in the
       following areas:
            Teambuilding
            Problem solving
            Decision making
            Action Planning
            Conflict management and resolution
            Negotiation
            Consensus building
            Neutral facilitation
            Planning and conducting meetings
            Documenting and reporting outcomes from facilitated sessions


Procedures Writer

      Bachelor’s degree
      Two years of work-related experience is required
      Experience in:
          organizing
          analyzing and understanding business processes and workflows
          developing procedures manuals, user manuals, etc.




                                                                                    June, 2006
                                        CLERICAL

Word Processing/Keyboard Specialist

     High school diploma, supplemented with course work in word processing systems, or the
      equivalent work-related experience
     Two years experience in:
          general office practices and business English, with the ability to
                review materials for data input,
               correct obvious errors in spelling and grammar,
               update materials
               operate word processing equipment
               type at least sixty words per minute with a high degree of accuracy
          Use of Microsoft Office suite, including Word, Excel, Outlook.


Administrative Assistant
     Associate’s Degree
     A minimum of three years work experience in each of the following:
         MS Office Suite, including Word, Excel, Access, PowerPoint
         Reviewing and analyzing data
         Reviewing and managing e-mail
         Organizing, summarizing and prioritizing work assignments


File Conversion Clerk

     A high school diploma
     Six months experience in:
          proofing input and output documents
          maintaining control of documents, transporting documents from point to point
          transcribing data as required for data entry input
          supporting of file conversion and coordination activities
          functioning in a controlled production environment and maintaining a control log of
           ongoing activity
          organization and attention to detail




                                                                                      June, 2006
Data Processing Clerk

       Six Months of clerical experience in a computer center.


Clerk

       A high school diploma and six months of clerical experience are required.
       Experience in:
            analyzing and understanding written procedures and documentation
            functioning in a controlled production environment
            maintaining a control log of ongoing activity


Laborer

       A high school diploma.
       The ability to stoop and walk for long periods of time and lift standard size cartons of paper


(Media) Librarian

       One year of clerical experience in a computer center tape library


Facilities Security Attendant

       A high school diploma and six months experience providing facilities security and procedure
        enforcement




                                                                                                June, 2006
                                           IBM

Consultant/Designer
        Three years experience of the following:
          data modeling and logical design
          creating and maintaining IBM/DB2 schemas
          developing and implementing backup and recovery procedures



Computer Systems Programmer

        Seven years of progressive data processing experience, three of which must have been in
         systems software support.
        Two years of systems support experience at a large IBM installation

Application Architect

        A four year college degree
        Eight years experience in D/P/Computer System Development
        Three years experience managing systems development
        Two years experience:
          Supervising staff
          working with customers and technical staff
          With IBM DB2 and CICS environments
          in the use of system design techniques and tools
          with Client Server systems development in an open computing environment utilizing 4th
            generation language development tools
          object oriented experience
          managing the development and adjustment of original physical and logical architecture
            plan, including definition of standards




                                                                                     June, 2006
Production Control Specialist

      Three years of experience as Supervisor in Production Control in a large-scale operation.
       Experience must have been in either a UNISYS (2200 or A Series) or IBM mainframe
       environment or in a large-scale Open Systems environment.
          o Two (2) years of the above experience must have been performing production job
               scheduling and production job problem resolution at a large IBM Mainframe installation
      A BS in a relevant information technology/operations management/computer science discipline
       may be equated for up to one year of the required relevant experience.
      An MS or MBA in relevant information technology/operations management/computer science
       discipline may be equated for up to an additional two years of required relevant experience

File Management Supervisor

       Five years of experience as a File Management Supervisor in a UNISYS (2200 or A Series) or
        IBM mainframe environment or in a large-scale Open Systems environment.
           o At least three years of the above experience must have been with overall responsibility
                in File Management.
           o Two (2) years of the above experience must have been at a large IBM Mainframe
                installation
           A BS in a relevant information technology/operations management/computer science
discipline may be equated for up to two years of required relevant experience.
    An MS or MBA in relevant information technology/operations management/computer science
        discipline may be equated for up to an additional two years of required relevant experience.

File Management Specialist

      Three years of experience working as a File Management Specialist in a large-scale operation
       in a IBM mainframe environment.
           o Two (2) years of the above experience must have been in a supervisory role
               responsible for File Management.
      A BS degree in a relevant information technology/operations management/computer science
       discipline may be equated for up to two years of required relevant experience.
      An MS or MBA degree in a relevant information technology/operations management/computer
       science discipline may be equated for up to an additional two years of required relevant
       experience.




                                                                                             June, 2006
Computer Console Operator III

     Five years of progressively responsible experience operating IBM hardware to include IBM
      JCL in a IBM mainframe environment.
         o At least three years of the above experience must have been as a Computer Console
             Operator in a data center

Forms Support Specialist

     Two (2) years experience in forms design and production for an IBM Mainframe or UNISYS
      (2200 or A Series) Mainframe Data Center environment.
         o In addition one (1) year of the above experience must have involved using AFP/PSF
             and XEROX print design and forms design languages and JCL to create forms, fonts
             and logos.
     An Associates degree in a relevant information technology/computer science discipline can be
      substituted for up to one year of the required experience
     A BS in a relevant information technology/operations management/computer science discipline
      may be equated for up to two years of the required relevant experience.

Quality Control Specialist

     Three years experience performing operational functions in an IBM or UNISYS (2200 or A
      Series) mainframe environment.
     Two (2) years of the above experience must have been in a supervisory role with primary
      responsibilities in the print operations area.
         o In addition two years of the above experience must also have been in quality control for
              a substantial print operation that provided service to multiple customers.
         o In addition one (1) year of the above experience must also have been in the
              development of quality control standards and practices and procedures.
     A BS degree in a relevant information technology/operations management/computer science
      discipline may be equated for up to one year of required relevant experience as outlined
      above.
     •Must have one (1) year experience using IBM JCL




                                                                                           June, 2006
                                      Open Systems

Production Control Specialist

     Three years of experience as Supervisor in Production Control in a large-scale operation.
      Experience must have been in either a UNISYS (2200 or A Series) or IBM mainframe
      environment or in a large-scale Open Systems environment.
         o Two (2) years of the above experience must have been performing open systems
              console monitoring using such products as Tivoli, HP Openview or Viewpoint
     A BS in a relevant information technology/operations management/computer science discipline
      may be equated for up to one year of the required relevant experience.
     An MS or MBA in relevant information technology/operations management/computer science
      discipline may be equated for up to an additional two years of required relevant experience.

File Management Supervisor

     Five years of experience as a File Management Supervisor in a UNISYS (2200 or A Series) or
      IBM mainframe environment or in a large-scale Open Systems environment.
         o At least three years of the above experience must have been with overall responsibility
              in File Management.
         o Two (2) years of the above experience must have been at a large Open System
              installation
     A BS in a relevant information technology/operations management/computer science discipline
      may be equated for up to two years of required relevant experience.
     An MS or MBA in relevant information technology/operations management/computer science
      discipline may be equated for up to an additional two years of required relevant experience.

File Management Specialist

   Three years of experience working as a File Management Specialist in a large-scale Open
    Systems environment.
        o Two (2) years of the above experience must have been in a supervisory role
            responsible for File Management.
   A BS degree in a relevant information technology/operations management/computer science
    discipline may be equated for up to two years of required relevant experience.
   An MS or MBA degree in a relevant information technology/operations management/computer
    science discipline may be equated for up to an additional two years of required relevant
    experience.




                                                                                          June, 2006
Computer Console Operator III

     Five (5) years of progressively responsible data processing experience as a. (Open System)
      Computer Console Operator

         o At least three years of the above experience must have been as a Computer Console
           Operator in a data center.

         o Two (2) years of the above experience must have been in open systems console
           monitoring utilizing products such as Tivoli, HP Openview or Viewpoint



                                           Telecom
Computer Console Operator III

     Five years of progressively responsible data processing experience.
         o At least three years of the above experience must have been as a Computer Console
             Operator in a data center
         o Two (2) years of the above experience must have been in technical support of
             telecommunications equipment or support of a significant network function .

Computer Operator II (Tape/Print/Client Server Backup & Storage)

     Two (2) years experience operating computer equipment in a large mainframe data center.
     An Associates degree in a relevant information technology/computer science discipline can be
      substituted for up to one year of the above listed experience.
     A BS in a relevant information technology/operations management/computer science discipline
      may be equated for up to two years of the required relevant experience




                                                                                          June, 2006
                                       Exhibit E- Vendor Contract

Offeror execution of the Appendix C signature pages (16 notarized originals are required) will signify
acceptance of the following terms and conditions. Contract Appendix C will consist of the RFP Exhibit B
Response Forms.




                                                                                                    June, 2006
                                  Personal Services Contract –




This agreement, made and entered into by and between the New York State Office of Temporary and
Disability Assistance, the Office of Children and Family Services, the New York State Department of
Labor and the Office for Technology (hereinafter referred to as the "State"), having offices at 40 North
Pearl Street, Albany, New York, 12243 and ___________________________ (hereinafter referred to
as the "Contractor").


WITNESSETH:


     WHEREAS, the State has determined it to be necessary to secure information technology
related personal services from contractors; and


    WHEREAS, the State issued a Request for Proposal (RFP) entitled "Information
Technology Temporary Personal Services RFP” to secure such services; and


   WHEREAS, the Contractor reviewed and analyzed the State’s needs as contained in said
RFP, and submitted a compliant Proposal; and


     WHEREAS, the Contractor is engaged in the business of providing staff to clients with the
skills necessary to fulfill the needs of the RFP; and


     WHEREAS, the State, in reliance upon the expertise of the Contractor in providing the
staff required under this Agreement, selected the Contractor as a successful respondent to
the RFP; and


    WHEREAS, the State desires to engage the Contractor to fulfill its needs under the terms
and conditions hereinafter set forth.


    NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties agree as follows:




                                                                                               June, 2006
                                 TABLE OF CONTENTS



ARTICLE I - Agreement Duration/Amendment
ARTICLE II - Executory Provision
ARTICLE III - Standard Contract Provisions
ARTICLE IV - Assurances
ARTICLE V - Contractor Requirements
ARTICLE VI - Nonassignability
ARTICLE VII - Charges
ARTICLE VIII - Intentionally Left Blank
ARTICLE IX - Public Officers’ Law
ARTICLE X - Rights of the State
ARTICLE XI - Document Incorporation and Order of Precedence
ARTICLE XII - Interpretation and Disputes
ARTICLE XIII - Indemnification For Damages
ARTICLE XIV - Force Majeure
ARTICLE XV - Record Retention
ARTICLE XVI -Disclosure and Audit of Agreement Records
ARTICLE XVII - Confidentiality of Information
ARTICLE XVIII - Affirmative Action
ARTICLE XIX - Termination of the Agreement
ARTICLE XX - Patent/Copyright Indemnification
ARTICLE XXI - Lobbying Certification
ARTICLE XXII - Notification
ARTICLE XXIII - Conflict of Interest
ARTICLE XXIV - Intentionally Left Blank
ARTICLE XXV - Other Agency Use
ARTICLE XXVI - Limitation of Liability
ARTICLE XXVII - Warranty for Deliverables/Workmanship



APPENDIX A - Standard Appendix A
APPENDIX B - Affirmative Action Definitions
APPENDIX C - Personal Services Categories, Project Categories and
             Ceiling Rates




                                                                    June, 2006
                                           ARTICLE I
                                Agreement Duration and Amendment

A.   This Agreement shall commence upon the approval of the New York State Comptroller’s Office
     and shall continue until January 31, 2011 subject to the termination provisions contained herein.
     The State, at its discretion, may extend this Agreement for up to two years. The terms and
     conditions of this Agreement shall remain unchanged in the event of any such extension.

B.   This Agreement shall automatically be extended in the event that a Task Order awarded prior to
     the expiration date exceeds the contract term. Any such extension period shall expire at the
     conclusion of the awarded Task Order.

C.   The State shall have the right to renegotiate the terms and conditions of this Agreement in the
     event applicable State or Federal policy, rules, regulations and guidelines are altered from those
     existing at the time of this Agreement in order to be in continuous compliance therewith. It shall
     be understood that, in the event the State and the Contractor are unable to mutually agree to a
     set of terms and conditions through renegotiations, the terms and conditions required to continue
     this Agreement in compliance with revised State or Federal policy, rules, regulations and
     guidelines shall be decided by the Commissioner of the State agency having executed this
     Agreement or his/her duly authorized representative(s) or designee(s), in accordance with Article
     XII, Interpretations and Disputes.

D.   This Agreement is subject to amendment only upon mutual consent of the parties, reduced to
     writing and approved by the Comptroller of the State of New York.


                                             ARTICLE II
                                         Executory Provision

A.   The State Finance Law of the State of New York, Section 112, requires that any contract made
     by a State Department which exceeds fifteen thousand dollars ($15,000) in amount be first
     approved by the Comptroller of the State of New York before becoming effective. The parties
     recognize that this Agreement is wholly executory until and unless approved by the Comptroller
     of the State of New York.

B.   The State of New York is not liable for any cost incurred by the Contractor in preparation for or
     prior to the approval of an executed contract by the Comptroller of the State of New York.
     Additionally, no cost will be incurred by the State for the Contractor's participation in any pre-
     contract award activity.

C.   This Agreement and the Exhibits and Appendices, attached hereto and incorporated by
     reference herein, constitute the entire agreement between the parties with respect to the subject
     matter; all other prior agreements, representations, statements, negotiations and undertakings
     are superseded hereby.         Any provision of the Agreement that imposes or contemplates
     continuing obligations on a party will survive the expiration or termination of the Agreement.. It is
     understood that unless the context clearly indicates otherwise, all references herein to this
     Agreement shall be deemed to include the Exhibits and Appendices attached hereto and
     incorporated by reference herein.

D.   The State and the Contractor acknowledge and agree that time is of the essence in the

                                                                                                 June, 2006
     Contractor's performance hereunder when and if stipulated in a specific Task Order Award
     solicitation.


                                             ARTICLE III
                                     Standard Contract Provisions

A.   Standard New York State Contract Appendix A (May 2003), attached hereto as Appendix A, is
     hereby fully incorporated into this Agreement.

B.   The parties agree that this Agreement shall be construed and interpreted in accordance with the
     Laws of the State of New York. The Contractor shall be required to bring any legal proceeding
     against the State arising from this Agreement in New York State courts.

C.   Should any provision of this Agreement be declared or found to be illegal, unenforceable,
     ineffective or void, then each party shall be relieved of any obligation arising from such provision;
     the balance of this Agreement, if capable of performance, shall remain in full force and effect.

D.   No term or provision of this Agreement shall be deemed waived and no breach consented to,
     unless such waiver or consent shall be in writing and signed by the party claimed to have waived
     or consented. Any consent by a party to, or waiver of, a breach under this Agreement shall not
     constitute or consent to, a waiver of, or excuse for any other, different or subsequent breach.

E.   Notwithstanding the State’s right to direct and supervise staff, it shall be understood that the
     Contractor is an independent contractor, and the Contractor, its agents, officers and employees,
     in the performance of this Agreement, shall act in an independent capacity and not as officers or
     employees of the State.


                                               ARTICLE IV
                                               Assurances

A.   The Contractor warrants that it has carefully reviewed the needs of the State for support, as
     described in the RFP and its attachments and otherwise communicated in writing by the State to
     the Contractor, that it has familiarized itself with the State's specifications, and it warrants that it
     can provide such support as represented in its Proposal and the other documents incorporated
     into this Agreement.

B.   The Contractor agrees that it will perform its obligations hereunder in accordance with all
     applicable laws, rules and regulations now or hereafter in effect.

C.   The Contractor warrants and affirms that the terms of this Agreement do not violate any contracts
     or agreements to which it is a party and that its other contractual obligations will not adversely
     influence its capabilities to perform under this Agreement.

D.   The contractor understands that it must comply with federal Executive Order 11246, the
     Copeland "Anti-Kickback Act" (18 USC 874), Section 508 of the federal Clean Air Act, Section
     306 of the federal Clean Water Act, and that it must certify that neither it nor its principals are
     debarred or suspended from federal financial assistance programs and activities and to
     complete and return in pursuit of such certification any appropriate form required by the State
     (see federal Executive Order 12549 and 7 CFR Part 3017).

                                                                                                    June, 2006
     The contractor is advised that it will be required to comply with the requirements of the Drug-
     Free Workplace Rules as set forth at 7 CFR 3017 and 3021. Under these regulations, no entity
     which has been disbarred or suspended for violation of Drug-Free Workplace Requirements can
     be allowed to contract for the services being funded by FNS. A listing of suspended/disbarred
     entities will be reviewed by the OTDA to assure that no contract awardee is named in that listing.



                                            ARTICLE V
                                      Contractor Requirements

A.   The Contractor agrees to provide the personal services support as outlined in the Contractor’s
     proposal, attached to this agreement as Appendix C, and the State agrees to pay for such
     services/support as specified in Article VII. The requirements and provisions contained in the
     RFP and in the Contractor’s proposal shall remain in full force effect except where expressly
     superceded in this Agreement.

B.   Conditioned upon and subject to State’s timely performance of its obligations hereunder,
     including but not limited to Sections D and E below, the Contractor accepts sole and complete
     responsibility for the timely accomplishment of all of Contractor’s activities required under this
     Agreement. Specifically, upon the issuance of a Task Order resulting from a Task Order Award
     award, the Contractor shall:

     1.   Maintain an adequate administrative organizational structure sufficient to discharge its
          contractual responsibilities.

     2.   Provide for normal day-to-day communications and maintain the level of liaison and
          cooperation with the State necessary for proper performance of all contractual
          responsibilities.

     3.   The Contractor may substitute fully trained personnel of equal or superior qualifications in
          the event that circumstances necessitate the replacement of previously assigned
          personnel. The Contractor shall notify the State at least 14 days in advance and shall
          submit justification, including proposed substitutions in sufficient detail to permit their
          evaluation. Any such substitution shall be made only after consultation with State staff, and
          after written documentation of the circumstances requiring the changes has been provided
          to the State. The State shall respond to any such substitutions in a reasonable and timely
          manner. The State's response shall be made in good faith and shall be based upon its
          review of the resumes and interviews with the proposed personnel, as well as reference
          checks of such personnel. If the Contractor reassigns an employee to another project
          without the written consent of the State, all charges for that individual's time will be credited
          back to the State.


     4.   In the event that a contract staff person’s performance or conduct is detrimental to the
          State, the State will ordinarily provide written notice requesting immediate removal of the
          contractor staff person. However, the State reserves the right to immediately remove
          him/her from the premises. The State Contact Manager and/or Bureau Director will
          exercise reasonable and exclusive judgment in these matters. Contractor may replace any
          such employee per Exhibit E Article V.C.

                                                                                                  June, 2006
     5.    Notify the State in writing of any changes in the persons designated to bind the Contractor.

     6.    Notify the State in writing of any changes in the persons authorized to submit responses to
           the State’s Task Order Award proposals, as well as any changes to the Contractor’s
           address, telephone number, or email address.

     7.    Ensure that all contacts by Contractor personnel with other external organizations, to fulfill
           the objectives of this Agreement, are cleared and coordinated by the State. The State will
           fulfill this role promptly, so as not to impede the Contractor's timely performance hereunder.

     8.    Assume responsibility for the cost and timely accomplishment of all of its activities and
           duties required by this Agreement and carry out those activities and duties in a competent
           and timely manner.

     9.    Notify the State, in writing, of problems within three business days of identification including
           a description of each problem that threatens the success of the State’s efforts, as well as a
           recommendation for resolution whenever possible.

     10.   Agree that no aspect of Contractor performance under this Agreement will be contingent
           upon State personnel or the availability of State resources with the exception of 1) All
           proposed actions of the Contractor specifically identified in this Agreement as requiring
           State acquisition, approval, policy decisions, policy approvals, 2) The normal cooperation
           which can be expected in such a contractual relationship. Such actions by the State will
           not be unreasonably delayed, and except as stated specifically herein, the Contractor shall
           not be liable for any damages for delays caused by the State or other State agencies.

     11.   Reasonably cooperate with any other contractors who may be engaged by the State to
           carry out responsibilities associated with this Agreement and immediately take into account
           changes mandated by Federal regulatory agencies and the State due to changes in
           policies, regulations, statutes or judicial interpretations, which the State and/or the
           Contractor may become aware of.

     12.   Recognize and agree that any and all work performed outside the scope of this Agreement
           shall be deemed by the State to be gratuitous and not subject to charge by the Contractor.

C.   The State, under this Agreement, shall not be held liable for any minimum utilization of contractor
     personnel. Actual staffing requirements will be transmitted by the State to the Contractor in the
     form of a Task Order issued as a result of the Task Order Award solicitation. The Task Order
     Award solicitation and the subsequent Task Order will delineate the activities to be undertaken
     and the number of staff required in each category. Upon written notification to the Contractor, the
     State may, at any time, make changes to a Task Order within the general scope of this
     Agreement, including modifications in staffing levels that are necessary, the definition of services
     and tasks to be performed, and the time (i.e., hours of the day, days of the week, etc.) and place
     of performance thereof. It shall also be understood that the State           reserves the right to
     immediately suspend or reduce Contractor services during the term of the Agreement or during a
     Task Order period because of a lack of work or a funding shortage. In the event of such a
     suspension or reduction of services, the State shall make best efforts to provide written notice 30
     calendar days prior to the suspension or reduction. In the event of inadequate performance by
     Contractor staff the State shall provide 14 calendar days prior written notification for the
     termination of the consultant. At the time of receipt of said notification, Contractor shall

                                                                                                  June, 2006
     immediately begin recruiting efforts for a suitable replacement candidate. The Contractor shall
     provide 14-calendar day prior written notice prior to a departure of any Contractor staff before the
     conclusion of any Task Order Letter. If less than 14 calendar days prior written notice is given in
     such a situation without the parties having mutually agreed to a suitable replacement pursuant to
     Article V.B.4. herein, that individual’s time may be credited back to the State for each day less
     than the required 14 calendar day notification period. Substitutions of personnel with
     qualifications equal to or better than the departing individual may be permitted at the sole
     discretion of the State.

D.   Contractor staff will report directly to the State's designated Supervisor at the start of the Task
     Order. It shall be understood that the State reserves the sole discretion for the assignment to
     task and location of the personnel provided by the Contractor. The Contractor's progress will be
     monitored and the State will provide direct supervision on all assigned tasks on an ongoing
     basis. In addition, inspection and acceptance of the work required under this Agreement will be
     performed by the State's Project Director and/or his designee.

E.   The State will provide reasonable office space, utilities, janitorial services, security, telephone
     service (excluding long-distance service) and furniture (desks, chairs, work tables) necessary for
     the Contractor's performance of services under this Agreement. The State will also provide
     forms, equipment, including necessary computer hardware and software, and supplies necessary
     to accomplish labor tasks mandated in a Task Order.

F.   The Contractor agrees that it and its personnel will at all times comply with all security
     regulations in effect at the State's premises, or any premises assigned, and externally for
     materials belonging to the State or to the Project.

G.   During the Contractor’s performance of services under this Agreement, the State may require its
     Consultants to attend training that will be provided and paid for by State.

H.   Contractor agrees that it and its personnel will at all times comply with all State policy and
     procedures.

I.   For the term of this Agreement, and for six months after its termination, each party agrees not to
     offer employment to any employee of the other party, except as required by Law, unless
     mutually agreed to by the State and the Contractor for an employee under consideration.

J.   The Contractor agrees that it will report annually on Contracts issued by New York State
     Agencies for consulting services during the previous fiscal year according to State Finance Law
     §§ 8 and 163 [1]. The requirements are:

              That the Office of the State Comptroller (OSC) include in the Consulting Services Report it
               compiles annually on contracts issued by State agencies for consulting services during the
               previous fiscal year, certain additional information on employees providing services under
               such contracts;
              That contractors annually report certain employment information to the contracting agency,
               the Department of Civil Service (DCS) and OSC; and
              That OSC include such employment information in the Procurement Stewardship Act
               Report it compiles annually

     The first State Consultant Services Contractor’s Annual Employment Report will be due May 15,
     2007, and will include information for the period ending March 31, 2007. Thereafter, the State

                                                                                                  June, 2006
     Consultant Services Contractor’s Annual Employment Reports will be due no later than May 15th
     of each succeeding year. For additional information, please refer to OSC bulletin G-226 -
     Consultant Disclosure Legislation http://nysosc3.osc.state.ny.us/agencies/gbull/g-226.htm

K.   Tax Law Section 5-a, which was added to the Tax Law under Part N of Chapter 60 of the Laws
     of 2004, imposes upon certain contractors the obligation to certify whether or not the contractor
     and its affiliates are required to register to collect state sales and compensating use tax. Where
     required to register, the contractor must also certify that it is, in fact, registered with the New
     York State Department of Taxation and Finance (DTF). The law prohibits the New York State
     Comptroller, or other approving agency, from approving a contract awarded to a Offeror meeting
     the registration requirements but who is not so registered in accordance with the law.

     Pursuant to Tax Law Section 5-a, contractors must complete, sign, and file a properly completed
     Form ST-220-CA (with the OTDA) and Form ST-220-TD (with the Tax Department). Contractors
     must also submit a copy of the Certificate of Authority, if available, for itself and any affiliates
     required to register to collect state sales and compensating use tax. If Certificates of Authority are
     unavailable, the contractor, affiliate, subcontractor or affiliate of subcontractor must represent that
     it is registered and that it has confirmed such status with DTF.


                                             ARTICLE VI
                                           Nonassignability

A.   Full responsibility for the delivery of services provided by another firm, which is a subcontractor
     to the Contractor under this Agreement, shall be assumed by the Contractor. Should the
     Contractor seek external financing, the State reserves the right to approve the assignment of the
     contract for financing purposes. The State shall consider the prime contractor to be sole contact
     with regard to all provisions of this Agreement.

B.   Nothing contained in this Agreement, expressed or implied, is intended to confer upon any
     person, corporation or other entity, other than the parties hereto and their successors in interest
     and assigns, any rights or remedies under or by reason of this Agreement.

C.   Subcontracting or assignment of the Contractor's duties and responsibilities will not be allowed
     without prior written approval of the State. The Contractor shall furnish to the State the following:

     (1) A description of the supplies or services to be provided under the proposed subcontract;
     (2) Identification of the proposed subcontractor, including protected class status; and
      (3) Any other reasonable information or documentation requested by the State at the time of
          the mini-RFP solicitation.


                                              ARTICLE VII
                                               Charges

A.   The State agrees to process for payment the Contractor's bi-weekly invoicing based on the
     hourly rates as set forth in the Task Order issued by the State for actual billable hours worked as
     documented in auditable time sheets, submitted to and approved by the State's Project Director
     or his/her designee. Maximum hourly rates for services shall be those rates contained in the
     Contractor’s Task Order Award proposal.


                                                                                                  June, 2006
B.   The standard work day of 8.0 hours (exclusive of any lunch break or leave time) for Contractor
     staff shall be on a schedule to be determined by the State's Project Director or his/her designee.
     The standard work-week will begin at 0001 hours Thursday and end at 2400 hours Wednesday
     of the following week. Contractor personnel must comply with State Task Order personnel
     procedures, including the use of leave slips and timesheets. Leave must be approved by the
     State's Project Director prior to Contractor personnel taking leave and timesheets for each
     individual must be approved/signed by the State's Project Director and/or his designee(s) prior to
     their being forwarded to Contractor headquarters for invoicing purposes.

C.   Overtime may be charged as per the rates specified in the Task Order, as applicable, and if such
     overtime was requested by the State's Project Director and only to the extent such overtime had
     the prior approval of the State's Project Director and a staff member's time in said work week
     included a minimum of five work days with a minimum of 8.0 hours in each of those work days.

D.   Payments to the Contractor shall be based on invoices submitted to the State by the Contractor
     on a Standard New York State Voucher in a form acceptable to the State and the Comptroller of
     the State of New York. The State will make best efforts to process all vouchers within thirty (30)
     days of their receipt. Timeliness of payment and any interest to be paid to the Contractor for late
     payment shall be governed by Article XI-A of the State Finance Law to the extent required by
     Law.

E.   The State shall not be liable for the payment of any taxes under this Agreement however
     designated, levied or imposed. However, no person, firm or corporation is exempt from paying
     the State Truck Mileage and Unemployment Insurance taxes and other Federal, State and local
     taxes to which Contractor is subject. For purposes of tax free transactions under the Internal
     Revenue Code, the New York State Registration Number is 14740026K.

F.   It shall be understood that, except when specifically provided for in a Task Order Award
     solicitation, the State shall not be liable for any travel/per diem expenditures the Contractor may
     incur, except for travel expressly required and prior approved by the State's Project Director,
     reimbursable at the prevailing State travel rates for the Professional, Scientific and Technical
     bargaining unit. The Contractor shall submit detailed backup for its reimbursement of travel
     expenses. Reimbursement for site travel that the contractor staff has been directed to conduct,
     will be limited to the least costly mode of transportation that contractor staff should reasonably be
     expected to use for travel, and will be based on the least of the following travel distances: (1) the
     State’s project office to the site; (2) an alternate location (i.e., staff's home or alternate office) to
     the site; or (3) site-to-site for "continuing visits". The mode of transportation to be used is
     outlined in the New York State Travel Regulations.

G. The Contractor grants the option to the State to extend the terms and conditions of this Agreement
   to any other State agency in New York as well as local/ county human services jurisdictions in
   New York for the provision of the services set forth herein.

H.   At the State’s discretion, consultants must attend training provided and paid for by the State.


                                              ARTICLE VIII
                                         Intentionally left blank.




                                                                                                     June, 2006
                                             ARTICLE IX
                                          Public Officers' Law

1.     The Contractor agrees not to engage in any conduct which the Contractor knows or has
       reason to believe would violate or would assist an employee of the State in violating Sections
       73 and 74 of the Public Officers' Law.

2.     The Contractor further recognizes that an administrative or judicial finding that a Contractor
       has violated any of the statutes specified in the Contractor/Subcontractor Background
       Questionnaire completed prior to the award of this contract may entitle the State to terminate
       the contract, at its discretion, within thirty days after the Contractor notifies the State of such
       finding or the State notifies the Contractor that it has become aware of such finding. The
       Contractor shall notify the State immediately in writing upon becoming aware of any such
       finding.

3.     Any termination of the contract by the State under this Article IX shall be deemed to be a
       termination of the contract for cause. The remedy set forth in this section shall be in addition
       to any other remedy available to the State under this contract or under any other provisions of
       law.


                                              ARTICLE X
                                          Rights Of The State

A.   LICENSE/OWNERSHIP/TITLE OF PRODUCTS FURNISHED
     Contractor warrants that it has full ownership, clear title or perpetual license rights to any and all
     tangible or intangible products furnished, used or modified by the Contractor or third parties on
     behalf of the State pursuant to a Task Order Award, and Contractor shall be solely liable for the
     full cost of acquisition associated therewith. Contractor shall provide State with appropriate
     documentation indicating the vesting of such rights in Contractor, and/or the right to transfer or
     transfer of such rights, as requested by State. The cost of obtaining such rights for continued
     perpetual use of such product(s) by the State upon Project completion shall be deemed to have
     been included by Contractor in its Task Order Award proposal. Such products include, without
     limitation, all hardware, commodities, custom programming or third party software, training
     modules, printed materials, source codes, or any other products or services furnished pursuant
     to a Task order award. The Contractor fully indemnifies the State for any loss, damages or
     actions arising from a breach of said warranty in accordance with Article XX herein.

B.   TITLE TO PROPRIETARY INFORMATION FURNISHED FOR EVALUATION AND TESTING
     PURPOSES
     Any and all proprietary written documentation, information, object or source code and software
     provided to State for use in conjunction with a Task Order Award evaluation, shall remain the
     property of Contractor. In such event, Contractor hereby grants State and any Authorized Users
     specified in a Task Order Award Task Order a personal, non-transferable and non-exclusive
     license for the duration of the evaluation period to use all such documentation, technical
     information, confidential business information and all software and related documentation, in
     whatever form recorded (all hereinafter designated “property”), which are furnished to the State,
     for testing purposes only.


C. OWNERSHIP/TITLE TO CUSTOM PRODUCTS/PROGRAMMING DELIVERABLES

                                                                                                  June, 2006
     It is anticipated that Project Deliverables may include “existing” and/or “custom” materials.
     “Existing Materials” include, without limitation, such things as: programs, program listings,
     programming tools, documentation, reports, drawings, data, modules, components, utilities,
     interfaces, templates, subroutines, algorithms, formulas and technical information, existing prior to
     the Task Order Award and/or independently developed by Contractor or another Third Party other
     than as a result of a Task Order, including components transferred under perpetual license
     pursuant to Article X.A., above (hereinafter “existing Material(s). “Custom Materials” include,
     without limitation, such things as programs or programming tools, source code, object code, user
     or training manuals, programming, reports, drawings and any other materials, preliminary, final
     and otherwise, created, prepared, written or developed, whether jointly or individually, for the
     State under a Task Order (hereinafter “Custom Material(s)”).

     Title to all Existing Material(s), whether or not embedded in or operating in conjunction with
     Custom Materials, shall remain with Contractor or such Third Party, who shall have all right, title
     and interest (including ownership or copyrights). Contractor will deliver Existing Material(s) to the
     State or State in accordance with the Task Order and hereby grants an irrevocable, non-
     exclusive, worldwide, paid-up license to use, execute, reproduce, display, perform, and distribute
     Existing Materials to Authorized Users. The State or State agrees to reproduce the copyright
     notice and any other legend of ownership on any copies made under the licenses granted under
     this paragraph.

     Title to Custom Material(s), excluding Existing Materials, shall be the sole and exclusive property
     of the State, who shall have all right, title and interest, including ownership and copyrights, and
     the rights to use, copy, modify and prepare derivative works of the Custom Materials. The State
     retains the right to sell Custom Materials, or to license them on an exclusive or non-exclusive
     basis. Additionally, the Federal government is granted a royalty-free, nonexclusive and
     irrevocable license to reproduce, publish, or otherwise use and authorize others to use for Federal
     government purposes, such software, modifications, and documentation paid for with Federal
     funds. Contractor hereby agrees to take all necessary and appropriate steps to ensure that the
     Custom Materials are protected against unauthorized copying, reproduction and marketing by or
     through Contractor. Nothing herein shall preclude the Contractor from using the related or
     underlying general knowledge, skills and experience developed in the course of providing the
     Project Deliverables and intellectual property in the course of Contractor’s business.

D. Nothing in this Agreement shall preclude Contractor from developing for itself, or for others,
   materials that are competitive with those produced or a result of the services provided hereunder,
   irrespective of their similarity to items which may be delivered to State pursuant to this Agreement.


                                             ARTICLE XI
                                       Document Incorporation
                                       And Order Of Precedence

A.   This Agreement consists of:

     1) The body of this Agreement (i.e., that portion preceding the signatures of the parties in
        execution);

     2) Any Task Orders;

     3) The Exhibits attached to this Agreement body; and

                                                                                                 June, 2006
     4) The Appendices attached to or incorporated by reference in this Agreement body.


B.   In the event of any inconsistency in or conflict among the document elements of this Agreement
     identified in this Article, such inconsistency or conflict shall be resolved by giving precedence to
     the document elements in the following order:

     1) First, Appendix A;

     2) Second, any Task Order;

     3) Third, any Task Order Award solicitation; and,

     4) Fourth, body of this Agreement, and the Appendices other than Appendix A;

     5) Fifth, the RFP;

     6) Sixth, the Contractor's Proposal, including any response to a Task Order Award solicitation.

C.   This Agreement as defined in this Article constitutes the entire agreement between the parties
     with respect to the subject matter; all prior agreements, representations, statements, negotiations
     and undertakings are superseded hereby. The terms, provisions, representations and warranties
     contained in this Agreement shall survive performance hereunder.


                                             ARTICLE XII
                                     Interpretation And Disputes

This Agreement shall be construed and interpreted in accordance with the Laws of the State of New
York.

Any dispute between the parties either with respect to the interpretation of any provision of this
agreement or with respect to performance by Contractor or by State hereunder shall be resolved as
specified in this section.

Prior to embarking on a formal contract dispute procedure, an informal dispute resolution procedure
will be utilized as follows.

     a)     Upon the written request of either party, each of the parties will within 15 working days
            appoint a designated representative who does not devote substantially all of his or her
            time to performance under this Agreement, whose task it will be to meet for the purpose
            of endeavoring to resolve such dispute.

     b)     The designated representatives shall meet as soon as possible and as often as
            necessary to gather and furnish to the other all information with respect to the matter in
            issue which is appropriate and germane in connection with its resolution.

     c)     Such representatives shall discuss the problem and negotiate in good faith in an effort to
            resolve the dispute without the necessity of any formal proceeding relating thereto.


                                                                                                June, 2006
     d)     During the course of such negotiation, all reasonable requests made by one party to the
            other for non-privileged information reasonably related to this Agreement, will be honored
            in order that each of the parties may be fully advised of the other’s position.

     e)     The specific format for such discussions will be left to the discretion of the designated
            representatives but may include the preparation of agreed upon statements of fact or
            written statements of position furnished to the other party.

Except as otherwise provided for in the Agreement, any dispute which is not disposed of by
agreement shall be submitted in writing to and decided by the Director of State (Director) or his/her
duly authorized representative(s) or designee(s).

If the Contractor is unwilling to accept the decision of the Director or a decision is not made in ninety
(90) days, it may then pursue its normal legal remedies de novo, but it is specifically agreed that any
and all reports made by the Director upon the disagreement at issue shall be admissible as evidence
in any court action taken with respect to the matter. Pending conclusion of any dispute or
disagreement by whatever procedure, the construction placed upon the Agreement by the State shall
govern operation thereunder and the Contractor shall continue to perform under the Contract.

The Contractor shall be required to bring all legal proceedings relating to this Agreement against the
State or the State of New York in the Courts of the State of New York in the County of Albany.


                                           ARTICLE XIII
                                    Indemnification For Damages

A. In performance of its duties pursuant to a Task Order Award, Contractor shall fully indemnify and
   save harmless the State from suits, actions, damages and costs of every name and description
   relating to personal injury, damage to real or personal tangible or intangible property, or any other
   claim for direct damages arising as a result of negligent acts or omissions or willful misconduct of
   Contractor, its officers, employees, subcontractors, partners or agents.

B. The State may, in addition to other remedies available to them at law, retain such monies from
   amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs
   and the like asserted by or against them; provided, however, that the Contractor shall not
   indemnify to the extent that any claim, loss or damage arising hereunder is caused by the
   negligent act or failure to act of the State.

C. The State shall provide Contractor (i) prompt written notice of any claims for which indemnification
   may be sought hereunder; (ii) the opportunity, subject to the approval of the Department of Law
   which shall not be unreasonably denied, to take over, settle or defend any action or suit relating to
   such claim at Contractor’s sole expense; and (iii) assistance in the defense of any such action or
   suit at the request and expense of the Contractor.


                                            ARTICLE XIV
                                            Force Majeure

Neither party shall be liable or deemed to be in default for any delay or failure in performance beyond
its control under this Agreement resulting directly or indirectly from acts of God, civil or military
authority not within the control of the State, acts of public enemy, wars, riots, civil disturbances,

                                                                                                June, 2006
insurrections, accidents, fire, explosions, earthquakes or flood, or acts of omission of public utilities,
or any other causes within the reasonable control of either party except as specifically stated
elsewhere in this Agreement. The parties are required to use commercially reasonable efforts to
eliminate or minimize the effect of such events during performance of this Agreement.


                                             ARTICLE XV
                                           Record Retention

A.   The Contractor agrees to preserve all Agreement-related records in accordance with the
     provisions of Paragraph 10 of Appendix A of this Agreement for the term of this Agreement.
     Records involving matters in litigation shall be kept for a period of not less than three (3) years
     following the termination of the litigation. Microfilm or electronic copies of any Agreement-related
     documents may be substituted for the originals with the prior written approval of the State,
     provided that the copying or microfilming procedures are accepted by the State as reliable and
     are supported by an adequate retrieval system.

B.   The Contractor shall be responsible for assuring that the provisions of this Article shall apply to
     any subcontract related to performance under this Agreement.


                                            ARTICLE XVI
                                       Disclosure And Audit Of
                                         Agreement Records

A. The State will protect the confidentiality of records to the extent permissible under the law. All
   records and information obtained by the State pursuant to the provisions of this Agreement,
   whether by audit or otherwise, shall be usable by the State solely for the purpose of performing
   this Agreement in any manner, at its sole discretion, as it deems appropriate and the Contractor
   shall have no right of confidentiality or proprietary interest in such use of such records or
   information.

B. Contractor hereby agrees that all documents furnished by Contractor shall be subject to public
   disclosure by the State in the normal course of business in accordance with the requirements of
   the Public Officers Law, Article 6, except for proprietary information the disclosure of which would
   cause substantial injury to the competitive position of Contractor enterprise. Information relating
   to Contractor price submissions, including commercial, book or list pricing, applicable discounts or
   final bid price and like information, shall not be entitled to confidentiality protection whether or not
   submitted or designated as proprietary to Contractor. Contractor may otherwise preserve
   proprietary rights as to confidential or business process information in accordance with
   procedures established under Section 89, Public Officer’s Law, provided that (i) Contractor shall
   inform State prior to or with submission of its bid, in writing, that such records are being furnished,
   are proprietary and are not to be disclosed; and (ii) said records shall be sufficiently identified; and
   (iii) Contractor shall state the reasons with specificity why the information should be exempted
   from disclosure; and (iv) designation of said records as exempt from disclosure is reasonable and
   accepted by State .

C. The Contractor shall promptly notify the State of any request by anyone for access to any records
   maintained pursuant to this Agreement. Access by Federal or State bank regulatory agents, or
   Contractor's regular outside auditors to Contractor's financial records, pursuant to regularly
   scheduled or routine audits or inspection of Contractor, shall not require notification to the State

                                                                                                  June, 2006
   provided that rights of confidentiality or proprietary interests are preserved.

D. The Contractor shall be responsible for assuring that the provisions in this Section shall apply to
   any subcontract related to performance under this Agreement.


                                           ARTICLE XVII
                                    Confidentiality Of Information



A. The Contractor, its officers, agents and employees and subcontractors, shall treat all information,
   with particular emphasis on information relating to recipients and provider, which is obtained by it
   through its performance under this Agreement, as confidential information to the extent required
   by the Laws of the State of New York and of the United States and any regulations promulgated
   thereunder. Unauthorized disclosure of Child Protective Services data is a crime under Section
   422(12) of the Social Service law.

B. Individually identifiable information relating to any eligible recipient or provider shall be held
   confidential and shall not be disclosed by the Contractor, its officers, agents and employees or
   subcontractors, without the prior written approval of the Commissioner or a designee.

C. All other information about or from the State’s operations, policies, and procedures not covered by
   sections A or B above, must be kept confidential as if it were so covered. The use of any
   information obtained by the contractor in the performance of its duties under this Agreement shall
   be limited to purposes directly connected with such duties, unless otherwise provided in writing by
   the Commissioner or a designee.

D. The Contractor shall promptly advise the State of all requests made to Contractor for information
   described above.

E. The Contractor shall be responsible for assuring that any agreement between the Contractor and
   any of its officers, agents and employees or subcontractors contains a provision which conforms
   to the provisions of this article.

F. The Contractor will use the same care and discretion to avoid disclosure, publication or
   dissemination of Confidential Information as it uses with its own similar information that it does not
   wish to disclose, publish or disseminate.

G. Except for personal information relating to recipients and providers which shall be kept confidential
   pursuant to requirements of New York and federal laws, and information relating to the business
   and finances of the State or the Contractor, confidential information disclosed by one party to the
   other continues to be subject to this Agreement for six years following termination of this
   Agreement. No obligation of confidentiality applies to:

   1) Information the Contractor already possesses without an obligation of confidentiality.

   2) Information the Contractor develops independently from publicly available data.

   3) Information the Contractor receives without obligation of confidentiality from a third party.


                                                                                                June, 2006
     4) Information that is, or becomes, publicly available without breach of this Agreement.

H. In the event either party receives a subpoena or other validly issued administrative or judicial
   process requesting Confidential Information of the other party, it shall, to the extent permitted by
   law, provide prompt notice to the other of such receipt. The party receiving the request shall
   thereafter be entitled to comply with such subpoena or other process to that extent permitted or
   required by law.

I. The New York State "Information Security Breach and Notification Act" also known as the "Internet
   Security and Privacy Act" took effect December 9, 2005. The Legislature and Governor have
   enacted the Law in response to past and continuing identity theft and security breaches affecting
   thousands of people. The Law requires any person or business that conducts business in New
   York State and that owns or licenses computerized data that includes private information
   (including but not necessarily limited to social security numbers, credit and debit card numbers,
   drivers license numbers, etc.) must disclose any breach of that private information to all
   individuals affected or potentially affected in an expeditious manner. You may view a copy of the
   Law at http://public.leginfo.state.ny.us/menugetf.cgi?COMMONQUERY=LAWS by searching for "INTERNET
   SECURITY AND PRIVACY." The Law is Article 2 of the State Technology Law. You may also find
   the Law in Chapter 442, Laws of 2005. All contractors must be compliant with the Law.


                                            ARTICLE XVIII
                                          Affirmative Action

The Contractor agrees to comply with all applicable Federal and State nondiscrimination statutes
including:

The Civil Rights Act of 1964, as amended; Executive Order No. 11246 entitled "Equal Employment
Opportunity," as amended by Executive Order 11375, and as supplemented in Labor Regulation 41
CFR Part 60; Executive Law of the State of New York, Sections 290-299 thereof, and any rules or
regulations promulgated in accordance therewith; Section 504 of the Rehabilitation Act of 1973 and
the Regulations issued pursuant thereto contained in 45 CFR Part 84 entitled "Nondiscrimination on
the Basis of Handicap in Programs and Activities Reviewing or Benefiting from Federal Financial
Assistance"; and the Americans with Disabilities Act (ADA) of 1990, 42 USC Section 12116, and
regulations issued by the Equal Employment Opportunity Commission which implement the
employment provisions of the ADA, set forth at 29 CFR Part 1630.

The Contractor is required to demonstrate effective affirmative action efforts, and to ensure
employment of protected class members. The Contractor must possess and may upon request be
required to submit to the State a copy of an Affirmative Action Plan which is in full compliance with
applicable requirements of Federal and State statutes.

1.    Contractors and subcontractors shall undertake or continue existing programs of affirmative
      action to ensure that minority group members and women are afforded equal employment
      opportunities without discrimination because of race, creed, color, national origin, sex, age,
      disability or marital status. For these purposes, affirmative action shall apply in the areas of
      recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or
      termination and rates of pay or other forms of compensation.

2.    Prior to the award of a State contract, the Contractor shall submit an Equal Employment
      Opportunity (EEO) Policy Statement to the contracting agency within the time frame established

                                                                                                June, 2006
     by that agency.

3.   The Contractor's EEO Policy Statement shall contain, but not necessarily be limited to, and the
     Contractor, as a precondition to entering into a valid and binding State contract, shall, during the
     performance of the State contract, agree to the following:

     a.   The Contractor will not discriminate against any employee or applicant for employment
          because of race, creed, color, national origin, sex, age, disability or marital status, will
          undertake or continue existing programs of affirmative action to ensure that minority group
          members and women are afforded equal employment opportunities without discrimination,
          and shall make and document its conscientious and active efforts to employ and utilize
          minority group members and women in its work force on State contracts.

     b.   The Contractor shall state in all solicitations or advertisements for employees that, in the
          performance of the State contract, all qualified applicants will be afforded equal
          employment opportunities without discrimination because of race, creed, color, national
          origin, sex, age, disability, marital status, military status, sexual orientation and genetic
          predisposition or carrier status.

     c.   At the request of the contacting agency, the Contractor shall request each employment,
          labor union, or authorized representative of workers with which it has a collective
          bargaining or other agreement or understanding, to furnish a written statement that such
          employment agency, labor union, or representative will not discriminate on the basis of
          race, creed, color, national origin, sex, age, disability or marital status and that such union
          or representative will affirmatively cooperate in the implementation of the Contractor's
          obligations herein.

4.   Except for construction contracts, prior to an award of a State contract, the Contractor shall
     submit to the contracting agency a staffing plan of the anticipated work force to be utilized on the
     State contract or, where required, information on the Contractor's total work force, including
     apprentices, broken down by specified ethnic background, gender, and Federal Occupational
     Categories or other appropriate categories specified by the contracting agency. The form of the
     staffing plan shall be supplied by the contracting agency.

5.   After an award of a State contract, the Contractor shall submit to the contracting agency a work
     force utilization report, in a form and manner required by the agency, of the work force actually
     utilized on the State contract, broken down by specified ethnic background, gender, and Federal
     Occupational Categories or other appropriate categories specified by the contracting agency.

In the event that the Contractor is found through an administrative or legal action, whether brought in
conjunction with this contract or any other activity engaged in by the Contractor, to have violated any
of the laws recited herein in relation to the Contractor's duty to ensure equal employment to protected
class members, the State may, in its discretion, determine that the Contractor has breached this
agreement.

Additionally, the Contractor and any of its subcontractors shall be bound by the applicable provisions
of Article 15-A of the Executive Law, including Section 316 thereof, and any rules or regulations
adopted pursuant thereto. The Contractor also agrees that any goal percentages contained in this
contract are subject to the requirements of Article 15-A of the Executive Law and regulations adopted
pursuant thereto. For purposes of this contract the goals established for subcontracting/purchasing
with Minority and Women-Owned business enterprises are 5% to 10% respectively; and the

                                                                                                June, 2006
employment goal for the hiring of protected class persons is 5% to 10%.

The Contractor may be required to submit reports as required by the contracting agency concerning
the Contractor's compliance with the above provisions, relating to the procurement of services,
equipment and or commodities, subcontracting, staffing plans and for achievement of employment
goals. The format of such reports is to be determined. The Contractor agrees to make available,
upon request, the information and data used in compiling such reports.


                                          ARTICLE XIX
                                  Termination Of The Agreement

Notwithstanding the provisions contained in Article VI.F of the RFP, the Agreement shall be subject to
          the following termination provisions:

1.    All or any part of this Agreement may be terminated by mutual written agreement of the
      contracting parties.

2.    All or any part of this Agreement may be terminated by the State in the event of failure of the
      Contractor to perform within the time requirements set forth in this Agreement.

3.    All or any part of this Agreement may be terminated by the State for cause upon the failure of
      the contractor to comply with the material terms and conditions of this Agreement, including
      the attachments hereto. If the State determines that the failure to comply a) is intentional or b)
      presents a danger to the health, safety, or welfare of the employees, agents, or citizens of the
      State, the State may terminate the agreement immediately upon notice to the Contractor. In all
      other situations, the State shall provide the contractor with a written Notice of Termination
      specifying what action(s) or lack of action(s) by the Contractor constitute the Contractor’s
      failure to comply and the proposed date of termination, which shall not be earlier than the
      thirtieth day following the date of the Notice of Termination. The Notice shall also advise the
      Contractor that it has until noon of the fourth business day following receipt of the Notice to
      advise the State whether it intends to cure the failure to comply. If the contractor does not
      notify the State of its intent to cure the failure to comply as provided above, the State shall be
      entitled to proceed with its Notice of Termination. If the Contractor shall notify the State of its
      intent to cure as provided above, it shall have until noon of the tenth business day following the
      date of the Notice of Termination to submit to the State a Plan of Correction setting forth its
      proposed plan to eliminate the failure to comply specified in the Notice, including where
      appropriate, its denial(s) of failure(s) to comply and shall proceed to act in accordance with its
      Plan. The State shall review the Plan forthwith and, as soon as practicable thereafter, shall
      issue a decision addressing the adequacy of the Plan and, where necessary, the Contractor’s
      performance under the Plan. If the Plan or the Contractor’s performance under the Plan shall
      be found unsatisfactory to the State, the State may issue a Final Notice of Termination to be
      effective no sooner than thirty days after the issuance of its decision. If the State and the
      Contractor shall thereafter negotiate a rescission of the Final Notice of Termination, they may
      agree to subsequent Conditional Notices of Termination without reference to the time limits
      referenced in this Section.

4.    All or any part of this Agreement may be terminated if the State deems that termination would
      be in the best interest of the State provided that the State shall give written notice to the
      Contractor not less than 60 calendar days prior to the date upon which termination shall
      become effective, such notice to be made via registered or certified mail, return receipt

                                                                                                June, 2006
      requested or hand-delivered with receipt made. The date of such notice shall be deemed to be
      the date of postmark in the case of mail or the date of Contractor's receipt for notice in the
      case of hand delivery. In the case of termination under this section, the State agrees to pay the
      Contractor for contract work performed and reasonable and appropriate expenses incurred in
      good faith. The Contractor, on its part, agrees to cease performance under the contract as
      quickly as practicable, incur no new obligations after receipt of notification of termination, and
      to cancel as many outstanding obligations as possible.

5.    This Agreement may be deemed terminated immediately at the option of the State upon the
      filing of a petition in bankruptcy or insolvency, by or against the Contractor. Such termination
      shall be immediate and complete, without termination costs or further obligations by the State
      to the Contractor.

6.    Should the State determine that Federal or State funds are unavailable, the State may
      terminate the Agreement immediately upon notice to the Contractor. Such notification will be
      in written format. The State will be obligated to pay the Contractor only for the expenditures
      made and obligations incurred by the Contractor until such time as notice of termination is
      received in writing by the Contractor from the State.

7.    In the event of termination for any reason, the Contractor shall not incur new obligations for the
      terminated portion and the Contractor shall cancel as many outstanding obligations as
      possible. Contractor shall take all reasonable measures to mitigate any damages for which the
      State may be liable.

8.    If this Agreement is terminated for any reason, the State shall have the right to award a new
      contract to a third party. In the event of termination for cause, the State shall have the right to
      seek recovery of damages incurred by the State and the reasonable costs incurred in
      reassigning the contract, subject to the limitations set forth in Article XXVI of this agreement.

9.    If all or any part of this Agreement is terminated as a result of the Contractor’s failure to
      perform as provided for in this Agreement, the State shall have the right to possession and use
      of software or rights pursuant to the terms of this Agreement, provided that payments are
      made to Contractor, its successors or assigns, in the amounts and manner provided for by the
      terms of this Agreement or in a reasonably comparable amount or manner if the terms of this
      Agreement do not specify the amounts and manner in which payments shall be made in the
      circumstances existing at the time of termination. Contractor or its successors or assigns shall
      not repossess or authorize the repossession on software or rights without having first obtained
      a court order to such effect after having given the State notice and an opportunity to appear
      and respond in an appropriate legal forum.

10.   The remedy set forth in this Article shall be in addition to any other remedy available to the
      State under this contract or under any other provisions of law.

11.   Should the State determine that the Contractor/Subcontractor has become non responsible, or,
      in the event it is found that the Contractor/Subcontractor Background Questionnaire as
      submitted was intentionally false or incomplete, the State shall advise Contractor or Contractor
      and Subcontractor of such finding and Contractor/Subcontractor shall have 30 days to provide
      evidence that the Contractor/Subcontractor is responsible or correct/resolve such issues. If,
      after the 30 day time period, at the State’s sole discretion, the State determines that the
      Contractor/Subcontractor is not responsible, the State may exercise its termination right by
      providing written notification to the Contractor in accordance with the written notification terms

                                                                                                June, 2006
       of this Agreement. In the event of assignment where the proposed Contractor/Subcontractor
       does not meet the State’s responsibility review, the State may, after meeting with the
       Contractor and proposed Contractor/Subcontractor as described above, exercise its
       termination rights as specified in the Agreement.

12.    The State reserves the right to terminate the award resulting from this procurement in the
       event it is found that the certification filed by the Offeror in accordance with New York State
       Finance Law §139-k was intentionally false or intentionally incomplete. Upon such finding, The
       State may exercise its termination right by providing written notification to the award recipient.


                                           ARTICLE XX
                                  Patent/Copyright Indemnification

Contractor will indemnify, defend and hold the State harmless without limitations from and against
any and all damages, expenses (including reasonable attorneys’ fees), claims judgments, liabilities
and costs which may be finally assessed against the State in any third party action for infringement of
a United States Letter Patent or of any copyright, trademark, or trade secret with respect to any
deliverable product provided hereunder, provided that the State shall give the Contractor: (i) prompt
written notice of any action, claim or threat of infringement suit, or other suit; (ii) the opportunity,
subject to the approval of the Department of Law which shall not be unreasonably denied, to take
over, settle or defend such action, claim or suit at Contractor’s sole expense; and (iii) assistance in
the defense of any such action at the request and expense of the Contractor.

If the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes
that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take
action in the following order of precedence: (i) to procure for the State the right to continue using
such item(s) or part(s) thereof, as applicable; (ii) to modify the component so that it becomes non-
infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s)
thereof, as applicable, with non-infringing components of at least equal quality and performance or
(iv) if the Contractor determines that none of these alternatives is reasonably available; the State shall
return said item(s) or parts thereof to the Contractor and receive a refund for any moneys paid for
them. In no event shall the State’s return of said items operate as a bar to or waiver of any of its
rights in the event of any subsequent breach or other non-performance on the part of Contractor.

The foregoing provisions shall not apply to any infringement occasioned by unauthorized modification
or misuses by the State of any tangible or intangible products without Contractor’s written approval or
the use of any Equipment with any adjunct device added by the State without the written consent of
the Contractor.

In the event that an action at law or inequity is commenced against the State arising out of a claim
that the State’s use of a product under this Agreement infringes any patent or, copyright and
Contractor is of the opinion that the allegations in such action in whole or in part are not covered by
the indemnification and defense provisions set forth in this Agreement, Contractor shall immediately
notify State and the Office of the Attorney General in writing and shall specify to what extent the
Contractor believes it is obligated to defend and indemnify under the terms and conditions of this
Agreement. Contractor shall in such event protect the interests of the State and secure a
continuance to permit the State to appear and defend its interests in cooperation with Contractor as is
appropriate, including any jurisdictional defenses the State may have.



                                                                                                  June, 2006
                                            ARTICLE XXI
                                        Lobbying Certification

Section 1352 of Title 31 of the U.S. Code requires that funds appropriated to a Federal agency be
subject to a requirement that any Federal Contractor or grantee (such as the State) must be required
to certify that no Federal funds will be used to lobby or influence a Federal officer or a Member of
Congress. The certification the State has been required to sign for HHS provides that the language
of this certification (shall) be included in the award documents for all sub-awards at all tiers (including
subcontracts, sub-grants, and contracts under grants, loans and cooperative agreements) and that all
sub-recipients shall certify and disclose accordingly. The certification also requires the completion of
Federal lobbying reports and the imposition of a civil penalty of $10,000 to $100,000 for failing to
make a required report. As a sub-recipient, the Contractor understands and agrees to the Federal
requirements for certification and disclosure.


                                             ARTICLE XXII
                                              Notification

Any notice or other communication required by or pertaining to this Agreement shall be sent to the
destinations indicated by the State's designated Project Director or the Contractor's designated
Project Director. If no destination has been so indicated, such notices or communications may be
directed to the address(es) or destination(s) at which the parties to this Agreement were located when
this Agreement was executed or to the last known address or destination for such party. Contractor
shall be responsible for notifying the State of any change of address or destination to which notices
and communications should be sent.

Except as otherwise specified elsewhere in this Agreement, notices or communications may be given
orally or in writing and shall be effective when received. To remain effective, oral notifications must
be confirmed in writing, transmitted in a manner to be received no later than ten (10) working days
after the oral notification. Notices or communications may be transmitted by personal delivery,
ordinary U.S. Mail, registered or certified mail, overnight delivery service, telegram, telephone,
facsimile device, electronic means or any other means of transmission that results in the fixation of
the information transmitted in a tangible medium of expression.

Notices or communications shall be considered received on the day such receipt is acknowledged by
a signed receipt or by any other means of verification that is recorded in a tangible medium of
expression. Notices or communications from the State to the Contractor shall also be considered
received as follows:

A.   Oral notifications shall be considered received on the date indicated as the date of conversation
     in any written confirmation or on the day sworn in an affidavit to be the date of such conversation,
     unless contested.

B.   Notices or communications by ordinary, registered or certified U.S. Mail shall also be considered
     received on the first working day after five (5) days following the day the transmittal is
     postmarked or following the day sworn in an affidavit to be the date the transmittal was deposited
     in a post office or an official depository.

C.   Notices or communications dispatched by overnight delivery service shall be considered received
     one (1) working day after having been dispatched.


                                                                                                  June, 2006
D.   Transmissions by facsimile device or electronic means shall be considered received, upon the
     receipt by the State of a signal from the equipment of the Contractor indicating that the
     transmission was received.

E.   Notices or communications transmitted by personal delivery shall be considered received on the
     day the transmission is delivered to an agent of the Contractor.

F.   Any other transmissions shall be considered received no later than five (5) working day after
     transmission by the State is completed.


                                           ARTICLE XXIII
                                         Conflict of Interest

If during the term of this Agreement and any extension thereof the Contractor becomes aware of an
actual or potential relationship which may be considered a conflict of interest or has reason to believe
such relationship exists, the Contractor shall notify the State in writing immediately. Should the
Contractor engage any current or former New York State employee as its own employee or as an
independent contractor because of such employee's knowledge of New York State finances,
operations or knowledge of the State's programs, or any current or former State employee who in the
course of his State employment had frequent contact with Management level Contractor employees,
the Contractor shall notify the State, in writing, immediately; should the State thereafter determine
that such employment is inconsistent with State or Federal Law, the State shall so advise the
Contractor, in writing, specifying its basis for so determining, and may require that the contractual or
employment relationship be terminated.


                                          ARTICLE XXIV
                                   INTENTIONALLY LEFT BLANK


                                           ARTICLE XXV
                                         Other Agency Use

A.   Upon request by any other State Agency in New York, the Contractor shall enter into an
     agreement with such agency for the purchase of the goods and services that are the subject of
     this agreement which is the subject of this RFP. Such new agreement shall provide that the cost
     of such goods and services to the agency entering into such agreement shall be the same as
     charged to the State under this Agreement except that the Contractor shall be permitted to
     negotiate an increase in price to the extent it can show an increase in the cost of providing
     goods and services which can be attributed to the fact that the agency requires the contractor to
     be obligated to standard contractual provisions are more onerous than those contained in
     Standard New York State Appendix A.

B.   Upon request by a local social services district or its designated purchasing agent, the
     Contractor shall enter into an agreement with such district or agent for the purchase of the goods
     and services that are the subject of this agreement. Such new agreement shall provide that the
     cost of such goods and services to the district/agent entering into such agreement shall be the
     same as charged to State under this Agreement except that the Contractor shall be permitted to
     negotiate an increase in price to the extent it can show an increase in the cost of providing
     goods and services which can be attributed to the fact that the municipality constituting the

                                                                                               June, 2006
     social services district requires the contractor to be obligated to standard contractual provisions
     are more onerous than those contained in Standard New York State Appendix A.


                                            ARTICLE XXVI
                                         Limitation of Liability

For damages arising as a result of acts or omissions of Contractor, its officers, employees,
subcontractors, partners or agents, Contractor shall be jointly and severally responsible for the
actions of its agents, employees, partners, or sub-contractors, including losses arising from, but not
limited to: (I) providing defective or inadequate specifications; (ii) defective or inadequate
performance; (iii) losses incurred in shipping and delivery of products to site; (iv) connection,
installation or removal of tangibles or intangibles, including telecommunications; (v) defective or
inadequate recommendations inducing detrimental reliance by Issuing Entity; (vi) defective or
inadequate maintenance and warranty service; or (vii) removal of existing equipment or acquisition of
components resulting from defective specifications. The Contractor remains liable, without monetary
limitation, for direct damages for personal injury, death, or damage to real property or tangible
personal property attributable to the negligence or other tort of the Contractor, its officers, employees
or agents.

The warranties set forth herein are in addition to all other warranties, express or implied, including but
not limited to, the implied warranties of merchantability and fitness for a particular purpose.

For any suit, action, claim, damages, or costs relating to third parties, including those arising under or
connected to the title, patent and copyright actions by those third parties, Contractor shall be fully
liable for damages without limitation.

Contractor’s liability under this Agreement for failure to provide adequate services or deliverables,
regardless of whether such liability is asserted under a theory of contract breach, default, negligence,
warranty, or otherwise, shall not exceed the greater of the amount of twice the value of all services
and deliverables which have been paid for under the Task Order Award which the state claims are
related to and establishes are operationally dependent upon the deliverable or service which is
claimed to be defective.


                                          ARTICLE XXVII
                              Warranty for Deliverables/Workmanship

Intentionally Left Blank




                                                                                                 June, 2006
                                     Appendix C


                                   To Be Inserted
Contractor Specific Personal Services Categories, Project Categories and Ceiling Rates




                                                                                         June, 2006
Reserved for Signature Page




                              June, 2006
                  APPENDIX A

STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS




            PLEASE RETAIN THIS DOCUMENT
               FOR FUTURE REFERENCE.




                                          June, 2006
                  TABLE OF CONTENTS



1.    Executory Clause
2.    Non-Assignment Clause
3.    Comptroller’s Approval
4.    Workers’ Compensation Benefits
5.    Non-Discrimination Requirements
6.    Wage and Hours Provisions
7.    Non-Collusive Bidding Certification
8.    International Boycott Prohibition
9.    Set-Off Rights
10.   Records
11.   Identifying Information and Privacy Notification
12.   Equal Employment Opportunities For Minorities and Women
13.   Conflicting Terms
14.   Governing Law
15.   Late Payment
16.   No Arbitration
17.   Service of Process
18.   Prohibition on Purchase of Tropical Hardwoods
19.   MacBride Fair Employment Principles
20.   Omnibus Procurement Act of 1992
21.   Reciprocity and Sanctions Provisions
22.   Purchases of Apparel




                                                                June, 2006
              STANDARD CLAUSES FOR NYS CONTRACTS                                of $50.00 per person per day for any violation of Section 220-e or
                                                                                Section 239 as well as possible termination of this contract and
        The parties to the attached contract, license, lease, amendment or      forfeiture of all moneys due hereunder for a second or subsequent
other agreement of any kind (hereinafter, "the contract" or "this               violation.
contract") agree to be bound by the following clauses which are hereby
made a part of the contract (the word "Contractor" herein refers to any         6. WAGE AND HOURS PROVISIONS. If this is a public work
party other than the State, whether a contractor, licenser, licensee, lessor,   contract covered by Article 8 of the Labor Law or a building service
lessee or any other party):                                                     contract covered by Article 9 thereof, neither Contractor's employees
                                                                                nor the employees of its subcontractors may be required or permitted to
1. EXECUTORY CLAUSE. In accordance with Section 41 of the                       work more than the number of hours or days stated in said statutes,
State Finance Law, the State shall have no liability under this contract to     except as otherwise provided in the Labor Law and as set forth in
the Contractor or to anyone else beyond funds appropriated and                  prevailing wage and supplement schedules issued by the State Labor
available for this contract.                                                    Department. Furthermore, Contractor and its subcontractors must pay at
                                                                                least the prevailing wage rate and pay or provide the prevailing
2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of                     supplements, including the premium rates for overtime pay, as
the State Finance Law, this contract may not be assigned by the                 determined by the State Labor Department in accordance with the Labor
Contractor or its right, title or interest therein assigned, transferred,       Law.
conveyed, sublet or otherwise disposed of without the previous consent,
in writing, of the State and any attempts to assign the contract without        7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance
the State's written consent are null and void. The Contractor may,              with Section 139-d of the State Finance Law, if this contract was
however, assign its right to receive payment without the State's prior          awarded based upon the submission of bids, Contractor affirms, under
written consent unless this contract concerns Certificates of Participation     penalty of perjury, that its bid was arrived at independently and without
pursuant to Article 5-A of the State Finance Law.                               collusion aimed at restricting competition. Contractor further affirms
                                                                                that, at the time Contractor submitted its bid, an authorized and
3. COMPTROLLER'S APPROVAL. In accordance with Section 112                       responsible person executed and delivered to the State a non-collusive
of the State Finance Law (or, if this contract is with the State University     bidding certification on Contractor's behalf.
or City University of New York, Section 355 or Section 6218 of the
Education Law), if this contract exceeds $50,000 (or the minimum                8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance
thresholds agreed to by the Office of the State Comptroller for certain         with Section 220-f of the Labor Law and Section 139-h of the State
S.U.N.Y. and C.U.N.Y. contracts), or if this is an amendment for any            Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a
amount to a contract which, as so amended, exceeds said statutory               material condition of the contract, that neither the Contractor nor any
amount, or if, by this contract, the State agrees to give something other       substantially owned or affiliated person, firm, partnership or corporation
than money when the value or reasonably estimated value of such                 has participated, is participating, or shall participate in an international
consideration exceeds $10,000, it shall not be valid, effective or binding      boycott in violation of the federal Export Administration Act of 1979
upon the State until it has been approved by the State Comptroller and          (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such
filed in his office. Comptroller's approval of contracts let by the Office      Contractor, or any of the aforesaid affiliates of Contractor, is convicted
of General Services is required when such contracts exceed $85,000              or is otherwise found to have violated said laws or regulations upon the
(State Finance Law Section 163.6.a).                                            final determination of the United States Commerce Department or any
                                                                                other appropriate agency of the United States subsequent to the
4. WORKERS' COMPENSATION BENEFITS. In accordance with                           contract's execution, such contract, amendment or modification thereto
Section 142 of the State Finance Law, this contract shall be void and of        shall be rendered forfeit and void. The Contractor shall so notify the
no force and effect unless the Contractor shall provide and maintain            State Comptroller within five (5) business days of such conviction,
coverage during the life of this contract for the benefit of such               determination or disposition of appeal (2NYCRR 105.4).
employees as are required to be covered by the provisions of the
Workers' Compensation Law.                                                      9. SET-OFF RIGHTS. The State shall have all of its common law,
                                                                                equitable and statutory rights of set-off. These rights shall include, but
5. NON-DISCRIMINATION REQUIREMENTS. To the extent                               not be limited to, the State's option to withhold for the purposes of set-
required by Article 15 of the Executive Law (also known as the Human            off any moneys due to the Contractor under this contract up to any
Rights Law) and all other State and Federal statutory and constitutional        amounts due and owing to the State with regard to this contract, any
non-discrimination provisions, the Contractor will not discriminate             other contract with any State department or agency, including any
against any employee or applicant for employment because of race,               contract for a term commencing prior to the term of this contract, plus
creed, color, sex, national origin, sexual orientation, age, disability,        any amounts due and owing to the State for any other reason including,
genetic predisposition or carrier status, or marital status. Furthermore,       without limitation, tax delinquencies, fee delinquencies or monetary
in accordance with Section 220-e of the Labor Law, if this is a contract        penalties relative thereto. The State shall exercise its set-off rights in
for the construction, alteration or repair of any public building or public     accordance with normal State practices including, in cases of set-off
work or for the manufacture, sale or distribution of materials, equipment       pursuant to an audit, the finalization of such audit by the State agency,
or supplies, and to the extent that this contract shall be performed within     its representatives, or the State Comptroller.
the State of New York, Contractor agrees that neither it nor its
subcontractors shall, by reason of race, creed, color, disability, sex, or      10. RECORDS. The Contractor shall establish and maintain complete
national origin: (a) discriminate in hiring against any New York State          and accurate books, records, documents, accounts and other evidence
citizen who is qualified and available to perform the work; or (b)              directly pertinent to performance under this contract (hereinafter,
discriminate against or intimidate any employee hired for the                   collectively, "the Records"). The Records must be kept for the balance
performance of work under this contract. If this is a building service          of the calendar year in which they were made and for six (6) additional
contract as defined in Section 230 of the Labor Law, then, in accordance        years thereafter. The State Comptroller, the Attorney General and any
with Section 239 thereof, Contractor agrees that neither it nor its             other person or entity authorized to conduct an examination, as well as
subcontractors shall by reason of race, creed, color, national origin, age,     the agency or agencies involved in this contract, shall have access to the
sex or disability: (a) discriminate in hiring against any New York State        Records during normal business hours at an office of the Contractor
citizen who is qualified and available to perform the work; or (b)              within the State of New York or, if no such office is available, at a
discriminate against or intimidate any employee hired for the                   mutually agreeable and reasonable venue within the State, for the term
performance of work under this contract. Contractor is subject to fines
Page 1                                                                                                                                         June, 2006
specified above for the purposes of inspection, auditing and copying.
The State shall take reasonable steps to protect from public disclosure       (b) at the request of the contracting agency, the Contractor shall request
any of the Records which are exempt from disclosure under Section 87          each employment agency, labor union, or authorized representative of
of the Public Officers Law (the "Statute") provided that: (i) the             workers with which it has a collective bargaining or other agreement or
Contractor shall timely inform an appropriate State official, in writing,     understanding, to furnish a written statement that such employment
that said records should not be disclosed; and (ii) said records shall be     agency, labor union or representative will not discriminate on the basis
sufficiently identified; and (iii) designation of said records as exempt      of race, creed, color, national origin, sex, age, disability or marital status
under the Statute is reasonable. Nothing contained herein shall               and that such union or representative will affirmatively cooperate in the
diminish, or in any way adversely affect, the State's right to discovery in   implementation of the contractor's obligations herein; and
any pending or future litigation.
                                                                              (c) the Contractor shall state, in all solicitations or advertisements for
11.     IDENTIFYING             INFORMATION             AND     PRIVACY       employees, that, in the performance of the State contract, all qualified
NOTIFICATION. (a) FEDERAL EMPLOYER IDENTIFICATION                             applicants will be afforded equal employment opportunities without
NUMBER and/or FEDERAL SOCIAL SECURITY NUMBER. All                             discrimination because of race, creed, color, national origin, sex, age,
invoices or New York State standard vouchers submitted for payment            disability or marital status.
for the sale of goods or services or the lease of real or personal property
to a New York State agency must include the payee's identification            Contractor will include the provisions of "a", "b", and "c" above, in
number, i.e., the seller's or lessor's identification number. The number is   every subcontract over $25,000.00 for the construction, demolition,
either the payee's Federal employer identification number or Federal          replacement, major repair, renovation, planning or design of real
social security number, or both such numbers when the payee has both          property and improvements thereon (the "Work") except where the
such numbers. Failure to include this number or numbers may delay             Work is for the beneficial use of the Contractor. Section 312 does not
payment. Where the payee does not have such number or numbers, the            apply to: (i) work, goods or services unrelated to this contract; or (ii)
payee, on its invoice or New York State standard voucher, must give the       employment outside New York State; or (iii) banking services,
reason or reasons why the payee does not have such number or numbers.         insurance policies or the sale of securities. The State shall consider
                                                                              compliance by a contractor or subcontractor with the requirements of
(b) PRIVACY NOTIFICATION. (1) The authority to request the                    any federal law concerning equal employment opportunity which
above personal information from a seller of goods or services or a lessor     effectuates the purpose of this section. The contracting agency shall
of real or personal property, and the authority to maintain such              determine whether the imposition of the requirements of the provisions
information, is found in Section 5 of the State Tax Law. Disclosure of        hereof duplicate or conflict with any such federal law and if such
this information by the seller or lessor to the State is mandatory. The       duplication or conflict exists, the contracting agency shall waive the
principal purpose for which the information is collected is to enable the     applicability of Section 312 to the extent of such duplication or conflict.
State to identify individuals, businesses and others who have been            Contractor will comply with all duly promulgated and lawful rules and
delinquent in filing tax returns or may have understated their tax            regulations of the Governor's Office of Minority and Women's Business
liabilities and to generally identify persons affected by the taxes           Development pertaining hereto.
administered by the Commissioner of Taxation and Finance. The
information will be used for tax administration purposes and for any          13. CONFLICTING TERMS. In the event of a conflict between the
other purpose authorized by law.                                              terms of the contract (including any and all attachments thereto and
 (2) The personal information is requested by the purchasing unit of the      amendments thereof) and the terms of this Appendix A, the terms of this
agency contracting to purchase the goods or services or lease the real or     Appendix A shall control.
personal property covered by this contract or lease. The information is
maintained in New York State's Central Accounting System by the               14. GOVERNING LAW. This contract shall be governed by the laws
Director of Accounting Operations, Office of the State Comptroller, 110       of the State of New York except where the Federal supremacy clause
State Street, Albany, New York 12236.                                         requires otherwise.

12.    EQUAL        EMPLOYMENT             OPPORTUNITIES           FOR        15. LATE PAYMENT. Timeliness of payment and any interest to be
MINORITIES AND WOMEN. In accordance with Section 312 of the                   paid to Contractor for late payment shall be governed by Article 11-A of
Executive Law, if this contract is: (i) a written agreement or purchase       the State Finance Law to the extent required by law.
order instrument, providing for a total expenditure in excess of
                                                                              16. NO ARBITRATION. Disputes involving this contract, including
$25,000.00, whereby a contracting agency is committed to expend or
                                                                              the breach or alleged breach thereof, may not be submitted to binding
does expend funds in return for labor, services, supplies, equipment,
                                                                              arbitration (except where statutorily authorized), but must, instead, be
materials or any combination of the foregoing, to be performed for, or
                                                                              heard in a court of competent jurisdiction of the State of New York.
rendered or furnished to the contracting agency; or (ii) a written
agreement in excess of $100,000.00 whereby a contracting agency is
                                                                              17. SERVICE OF PROCESS. In addition to the methods of service
committed to expend or does expend funds for the acquisition,
                                                                              allowed by the State Civil Practice Law & Rules ("CPLR"), Contractor
construction, demolition, replacement, major repair or renovation of real
                                                                              hereby consents to service of process upon it by registered or certified
property and improvements thereon; or (iii) a written agreement in
                                                                              mail, return receipt requested. Service hereunder shall be complete
excess of $100,000.00 whereby the owner of a State assisted housing
                                                                              upon Contractor's actual receipt of process or upon the State's receipt of
project is committed to expend or does expend funds for the acquisition,
                                                                              the return thereof by the United States Postal Service as refused or
construction, demolition, replacement, major repair or renovation of real
                                                                              undeliverable. Contractor must promptly notify the State, in writing, of
property and improvements thereon for such project, then:
                                                                              each and every change of address to which service of process can be
                                                                              made. Service by the State to the last known address shall be sufficient.
(a) The Contractor will not discriminate against employees or
                                                                              Contractor will have thirty (30) calendar days after service hereunder is
applicants for employment because of race, creed, color, national origin,
                                                                              complete in which to respond.
sex, age, disability or marital status, and will undertake or continue
existing programs of affirmative action to ensure that minority group
                                                                              18. PROHIBITION ON PURCHASE OF TROPICAL
members and women are afforded equal employment opportunities
                                                                              HARDWOODS. The Contractor certifies and warrants that all wood
without discrimination. Affirmative action shall mean recruitment,
                                                                              products to be used under this contract award will be in accordance with,
employment, job assignment, promotion, upgradings, demotion,
                                                                              but not limited to, the specifications and provisions of State Finance
transfer, layoff, or termination and rates of pay or other forms of
                                                                              Law §165. (Use of Tropical Hardwoods) which prohibits purchase and
compensation;
Page 2                                                                                                                                         June, 2006
use of tropical hardwoods, unless specifically exempted, by the State or     on this project through listing any such positions with the Job Service
any governmental agency or political subdivision or public benefit           Division of the New York State Department of Labor, or providing such
corporation. Qualification for an exemption under this law will be the       notification in such manner as is consistent with existing collective
responsibility of the contractor to establish to meet with the approval of   bargaining contracts or agreements. The Contractor agrees to document
the State.                                                                   these efforts and to provide said documentation to the State upon
                                                                             request; and
In addition, when any portion of this contract involving the use of
woods, whether supply or installation, is to be performed by any             (d) The Contractor acknowledges notice that the State may seek to obtain
subcontractor, the prime Contractor will indicate and certify in the          offset credits from foreign countries as a result of this contract and
submitted bid proposal that the subcontractor has been informed and is        agrees to cooperate with the State in these efforts.
in compliance with specifications and provisions regarding use of
tropical hardwoods as detailed in §165 State Finance Law. Any such use       21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are
must meet with the approval of the State; otherwise, the bid may not be      hereby notified that if their principal place of business is located in a
considered responsive. Under bidder certifications, proof of qualification   country, nation, province, state or political subdivision that penalizes
for exemption will be the responsibility of the Contractor to meet with      New York State vendors, and if the goods or services they offer will be
the approval of the State.                                                   substantially produced or performed outside New York State, the
                                                                             Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684
19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES.                              In     and Chapter 383, respectively) require that they be denied contracts
accordance with the MacBride Fair Employment Principles (Chapter             which they would otherwise obtain. NOTE: As of May 15, 2002, the
807 of the Laws of 1992), the Contractor hereby stipulates that the          list of discriminatory jurisdictions subject to this provision includes the
Contractor either (a) has no business operations in Northern Ireland, or     states of South Carolina, Alaska, West Virginia, Wyoming, Louisiana
(b) shall take lawful steps in good faith to conduct any business            and Hawaii. Contact NYS Department of Economic Development for a
operations in Northern Ireland in accordance with the MacBride Fair          current list of jurisdictions subject to this provision.
Employment Principles (as described in Section 165 of the New York
State Finance Law), and shall permit independent monitoring of               22. PURCHASES OF APPAREL. In accordance with State Finance
compliance with such principles.                                             Law 162 (4-a), the State shall not purchase any apparel from any vendor
                                                                             unable or unwilling to certify that: (i) such apparel was manufactured in
20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of                     compliance with all applicable labor and occupational safety laws,
New York State to maximize opportunities for the participation of New        including, but not limited to, child labor laws, wage and hours laws and
York State business enterprises, including minority and women-owned          workplace safety laws, and (ii) vendor will supply, with its bid (or, if
business enterprises as bidders, subcontractors and suppliers on its         not a bid situation, prior to or at the time of signing a contract with the
procurement contracts.                                                       State), if known, the names and addresses of each subcontractor and a
                                                                             list of all manufacturing plants to be utilized by the bidder.
Information on the availability of New York State subcontractors and
suppliers is available from:

         NYS Department of Economic Development
         Division for Small Business
         30 South Pearl St -- 7th Floor
         Albany, New York 12245
         Telephone: 518-292-5220
         Fax: 518-292-5884
         http://www.empire.state.ny.us

A directory of certified minority and women-owned business enterprises
is available from:

         NYS Department of Economic Development
         Division of Minority and Women's Business Development
         30 South Pearl St -- 2nd Floor
         Albany, New York 12245
         Telephone: 518-292-5250
         Fax: 518-292-5803
         http://www.empire.state.ny.us

The Omnibus Procurement Act of 1992 requires that by signing this bid
proposal or contract, as applicable, Contractors certify that whenever the
total bid amount is greater than $1 million:

(a) The Contractor has made reasonable efforts to encourage the
 participation of New York State Business Enterprises as suppliers and
 subcontractors, including certified minority and women-owned business
 enterprises, on this project, and has retained the documentation of these
 efforts to be provided upon request to the State;

(b) The Contractor has complied with the Federal Equal Opportunity Act
 of 1972 (P.L. 92-261), as amended;

(c) The Contractor agrees to make reasonable efforts to provide
 notification to New York State residents of employment opportunities

Page 3                                                                                                                                     June, 2006
                  Appendix B

         Affirmative Action Definitions




Page 4                                    June, 2006
APPENDIX B
Affirmative Action - Definitions

For the purpose of this AGREEMENT, the following definitions shall apply:

         1. Minority Business Enterprise: Any business enterprise which is at least fifty-one
         percent owned by, or in the case of a publicly owned business, at least fifty-one percent of
         the stock is owned by citizens or permanent resident aliens who are Black, Hispanic, Asian
         and Pacific Islander, or American Indian or Alaskan Native, and such ownership interest is
         real, substantial and continuing. The minority and women-owned ownership must have
         and exercise the authority to independently control the business decisions of the entity.

         2. Women-owned Business Enterprise: Any business enterprise which is at least fifty-
         one percent owned by, or in the case of publicly owned business, at least fifty-one percent
         of the stock of which is owned by citizens or permanent aliens who are women, and such
         ownership interest is real, substantial and continuing.

For the purpose of this contract, it is understood that the definition of protected class is:

         Legally identified groups that are specifically protected by statute against employment
         discrimination. Protected class encompasses minorities, women, Vietnam Era Veterans,
         disabled persons and others by virtue of the law or court decisions interpreting the law.

Definitions of Specific Categories of Protected Class

Ethnic Categories:

         Black: (Not of Hispanic origin) - a person having origins in any of the black racial groups
         of the original peoples of Africa.

         Hispanic: a person of Mexican, Puerto Rican, Dominican, Cuban, Central or South
         American or either Indian or Hispanic origin, regardless of race.

         Asian and/or Pacific Islander: a person having origins in any of the original peoples of the
         Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands. This area
         includes, for example, China, Japan, Korea, the Philippine Islands and Samoa.

         Native American or Alaskan Native: a person having origins in any of the original peoples
         of North America, and who maintains cultural identification through affiliation or
         community recognition.

Disabled Person: any person who (a) has a physical or mental impairment that substantially
limits one or more major life activities; (b) has a record of such impairments, or (c) is regarded as
having such an impairment.

Vietnam Era Veterans: any person who was in active military service between January 1, 1963
and May 7, 1975.




Page 5                                                                                                  June, 2
                                     EXHIBIT F
     Procedure for Handling of Protests/Appeals of Bid
           Specification and Proposed Awards
    Informal Complaints/Protests

    Staff have been encouraged to be receptive to and resolve issues, inquiries,
    questions and complaints on an informal basis, whenever possible.
    Information provided informally by any interested party will be fully reviewed
    by the Project Procurement Team. In addition, matters that are perceived to
    contain, or are potentially confidential or trade secret information will be
    shared with the Counsel’s Office for possible direction. Both Offeror and staff
    should document the subject matter and results of informal inquiries. The
    States response to the inquirer will indicate the existence of a formal protest
    policy available to the Offeror should the informal process fail to resolve the
    matter.

    Final agency determinations or recommendations for award generally may be
    reconsidered only in the context of a formal written protest.

    Formal Written Protests

    Any natural person or other legal entity who believes that there are errors or
    omissions in the procurement process, particularly actual or potential bidders,
    who have been aggrieved in the drafting or issuance of a bid solicitation or
    who believe they have fees in the proposal evaluation, bid award, or contract
    award phases of the procurement, may present to a formal complaint to the
    State and request administrative relief concerning such action ("formal
    protest").

    A. Submission of Bid or Award Protests:

         1.   Deadline for Submission

              (a)    Concerning Errors, Omissions or Prejudice in the Bid
                     Specifications or Documents: Formal protests which concern
                     patent errors in the drafting of bid specifications must be
                     received by the State at least ten (10) calendar days before
                     the date set in the solicitation for receipt of bids.

              (b)    Concerning Proposed Contract Award: Formal protests
                     concerning a pending contract award must be received
                     within five (5) business days after the protesting party
                     ("protester") knows or should have known of the facts which
                     form the basis of the protest.


Page 6                                                                                June, 2
         2.   A formal protest must be submitted in writing to the State, by
              ground mail, except where alternate arrangements have been
              made with Mr. Leonard Belanger, Director of the OTDA Bureau of
              Contract Management, 40 North Pearl Street, 13th Floor, Albany,
              NY 12243.

         3.   A formal protest must include:

              (a)   a statement of all legal and/or factual grounds for
                    disagreement with a State specification or purchasing
                    determination;

              (b)   a description of all remedies or relief requested; and

              (c)   copies of all applicable supporting documentation.

    B. Review and Final Determination

         1.   Informal protests received by the Project Procurement Team
              members will be advanced to the Project Team Leader. Copies of
              all protests should be provided by the Project Team Leader to
              Office of Counsel.

         2.   Informal protests shall be resolved through written correspondence,
              however, either the protester or the State may request a meeting to
              discuss a formal protest, at which time the participants may present
              their concerns. Where further formal resolution is required, the
              Project Team Leader may designate a State employee not involved
              in the procurement action ("designee") to determine and undertake
              the initial resolution or settlement of any protest.

         3.   The Project Procurement Team will conduct a review of the records
              involved in the protest, and provide a memorandum to the Project
              Team Leader or his designee summarizing the facts as known to
              the team, an analysis of the substance of the protest, and a
              preliminary recommendation. The Project Team Leader, or his
              designee, shall: (a) evaluate the procurement team's findings and
              recommendations, (b) the materials presented by the protesting
              party and/or any materials required of or submitted by other
              bidders, (c) if necessary, consult with agency Counsel, and (d)
              prepare a draft response to the protest.

         4.   A copy of the final protest decision, stating the reason(s) upon
              which it is based and informing the protester of the right to appeal
              an unfavorable decision to the Executive Deputy Commissioner



Page 7                                                                               June, 2
              shall be sent to the protester or its agent within thirty (30) business
              days of receipt of the protest, except that upon notice to the
              protester such period may be extended.              The final protest
              determination should be recorded and included in the procurement
              record, or otherwise forwarded to the Office of the State
              Comptroller (OSC) upon issue.

C. Appeals

         1.   The final protest determination shall be deemed a final and
              conclusive agency determination unless a written notice of appeal
              is received no more than fifteen (15) business days after the date
              the final protest decision is sent to the bidder. Such notice of
              appeal must be filed with the participating DFA client agency
              Executive Deputy Commissioner.

         2.   The Executive Deputy Commissioner shall hear and make a final
              determination on all appeals. The Executive Deputy Commissioner
              may designate a person or persons to act on his/her behalf.

         3.   A formal protest appeal may not introduce new facts unless
              responding to facts or issues unknown to the bidder prior to the
              final protest determination.

D. Reservation of Rights and Responsibilities of the State

         1.   The State reserves the right to waive or extend the time
              requirements for protest submissions, decisions and appeals
              herein prescribed when, in its sole judgment, circumstances so
              warrant to serve the best interests of the State.

         2.   If the State determines that there are compelling circumstances,
              including the need to proceed immediately with contract award in
              the best interest of the State, then these protest procedures may
              be suspended and such determination shall be documented in the
              procurement record.

         3.   The State will consider all information relevant to the protest, and
              may, at its discretion, suspend, modify, or cancel the protested
              procurement action including solicitation of bids or withdraw the
              recommendation of contract award prior to issuance of a formal
              protest decision.

         4.   Procurement Activity Prior to Final Protest Activity: Receipt of a
              formal bid protest shall not stay action on a procurement unless
              otherwise determined by the State.



Page 8                                                                                  June, 2
              (a)    If a formal protest or appeal is received by the State on a
                     recommended award prior to the underlying contract being
                     forwarded to the Office of the State Comptroller (OSC),
                     notice of receipt of the protest and appeal must be included
                     in the procurement record forwarded to the OSC. If a final
                     protest determination or final decision on appeal has been
                     reached prior to transmittal to the OSC, a copy of the final
                     determination should be included in the procurement record
                     and forwarded with the recommendation for award.

              (b)    If a final protest determination is made after the transmittal
                     of a bid package to the OSC but prior to the OSC approval
                     under SFL § 112, a copy of the final State determination
                     shall be forwarded to the OSC when issued, along with a
                     letter either: a) confirming the original State recommendation
                     for award and supporting the request for final § 112
                     approval, b) modifying the proposed award recommendation
                     in part and supporting a request for final § 112 approval as
                     modified; or c) withdrawing the original award
                     recommendation.

         5.   All records related to formal bidder protests and appeals shall be
              retained for at least one (1) year following resolution of the protest.
              All other records concerning the procurement shall be retained
              according to the statutory requirements for records retention.




Page 9                                                                                  June, 2

				
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