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NYS OGS - 76078 02551 Law Manage

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					                                  NEW YORK STATE
                          OFFICE OF GENERAL SERVICES
                         PROCUREMENT SERVICES GROUP
                          38th Floor - Corning Tower Building
                                   Empire State Plaza
                                Albany, New York 12242
                                   www.ogs.state.ny.us

                         Contract Award Notification
Group: 76078                 Title: Law Manager, Inc. Legal Case Management System

Award Number:                NEG-02551

Contract Period:             March 24, 2003 – March 23, 2008, with one 5 year extension

Date of Issue:               April 4, 2003

            All State Agencies                              Non-State Agencies
           Address Inquiries To:                           Address Inquiries To:
Name:       James Jasiewicz                   Name:      Customer Services
Title:      Purchasing Officer                Phone:     518-474-6717
Phone:      518-486-5238                      Fax:       518-474-2437
Fax:        518-486-6867                      E-mail:    customer.services@ogs.state.ny.us
E-mail:     james.jasiewicz@ogs.state.ny.us
                                        Description
This is a comprehensive contract for the acquisition of a Legal Case and Matter Management
Solution. Law Manager offers tools based solutions that combine out of the box technologies with
system customization.

Contract #       Contractor & Address                   Telephone #            Federal
                                                                               Identification#

PT59992          Law Manager, Inc                       (800) 808-2564       23-3049508
                 1000 River Road                        (310) 899-0212 (Fax)
                 Conshohocken, PA
                 19428

Contact:         Tom Platt                              (972) 633-5688
Title:           Senior Vice President, Sales           (972) 633-5788 (Fax)
                 E-Mail: tplatt@lawmanager.com




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PROCUREMENT PROCEDURES:
       The following guidelines will assist State agencies in negotiating large purchases. State
agencies should carefully consider all alternatives to determine which provides the best value.

        Agencies are reminded that all software purchases grater than $20,000 in value require
prior approval from the NYS Office for Technology. Refer to OFT Technical Policy 96-2 and
96-2A, which is available at OFT's web site at http://www.oft.state.ny.us/policy/index.html


1.      Determine if more than one Contractor can provide the required equipment. If only one
        Contractor can fulfill the requirement, negotiate the best deal with this Contractor. The
        following points should be considered:
        a. When is the best time to negotiate with the Contractor (for example: market place
            conditions, company’s fiscal year end)? Note that this may be different for each
            contractor. End users should seek information that enables them to properly plan the
            best time to negotiate.
        b. What additional incentives would be most useful to the agency, extended warranty,
            training, trade in, etc. (OSC Bulletin No. G-68 is a good source for negotiation
            techniques.)

2.      If more than one Contractor can provide the required equipment, create a short
        description of your requirement, being as specific as possible, and send copies to each
        Contractor who may be able to meet the requirements. Select the offer that provides the
        best value.

3.      Agencies should build a procurement record that includes a memorandum “For the
        Record” for any order exceeding $50,000.00. This record should detail the negotiating
        procedure used and why the purchase has been determined to be the most cost-effective
        for current and future needs. The procurement record will be subject to a post audit by
        OSC.

4.      State agencies should file all orders directly with the Office of the State Comptroller in
        accordance with their rules and regulations. A copy of the procurement record should
        accompany the purchase order when forwarded to the Office of the State Comptroller for
        final approval.

5.      For any procurement that consists of ancillary services greater than 20% of the combined
        license and maintenance cost it is recommended that proof of additional discounts and/or
        service enhancements were sought and are to be included for the record.

        It is also recommended users carefully review proposed ancillary services to insure the
        service truly are:

        a. ancillary & related to software being purchased (for example implementation and
           customization).

        b. required and necessary.

        c. reasonable in price.

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         Although not required, a third party appraisal may be useful. Users should continue to
         monitor ancillary services throughout project to insure users needs and interest are being
         met.

6.       No approval by the Office of General Services is required.

7.       Although not under OGS purchasing authority, political subdivisions should exercise
         similar judgment when making large purchases from OGS PSG contracts.
8.       These procedures may be modified in the future as needed to reflect changes in
         procurement law.

                  Cash Discount, If Shown, Should be Given Special Attention.
        INVOICES MUST BE SENT DIRECTLY TO THE ORDERING AGENCY FOR
                                        PAYMENT.
           (See "Contract Payments" and "Electronic Payments" in this document.)


AGENCIES SHOULD NOTIFY THE PROCUREMENT SERVICES GROUP PROMPTLY IF
THE CONTRACTOR FAILS TO MEET DELIVERY OR OTHER TERMS OF THIS
CONTRACT. PRODUCTS OR SERVICES, WHICH DO NOT COMPLY WITH THE
SPECIFICATIONS OR ARE OTHERWISE UNSATISFACTORY TO THE AGENCY
SHOULD ALSO BE REPORTED TO THE PROCUREMENT SERVICES GROUP.


SMALL, MINORITY AND WOMEN-OWNED BUSINESSES:
        The letters SB listed under the Contract Number indicate the contractor is a NYS
   small business. Additionally, the letters MBE and WBE indicate the contractor is a
   Minority-owned Business Enterprise and/or Woman-owned Business Enterprise.


NOTE TO ALL CONTRACT USERS:
         The terms and conditions of this bid solicitation which apply to the award appear at
   the end of this document. We strongly advise all contract users to familiarize themselves
   with all terms and conditions before issuing a purchase order.


              “OGS…COMMITTED TO TOTAL CUSTOMER SATISFACTION”




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                   FREQUENTLY ASKED QUESTIONS:
Q1 – Who is Law Manager?

A1 – Law Manager is a leading provider of case and matter management solutions.

Q2 – What is Law Manager?

A2 – Law Manager offers 2 solutions:

LawManager.Pro is a case and matter management tool that has an intuitive user
interface that is easy to learn. It can be web deployed over a company's Intranet or
securely over the Internet. It can also be deployed under a three tier or client/server
architecture.

LawManager.Net is a totally thin web client application that has a friendly and familiar
web user interface. This product requires little or no training.
Q3 – What’s the difference between a case and matter management tool?

A3 – A case management tool is litigation or legal specific, and the matter management
tool can be used across all practice areas of an organization or agency. Law Manager
has many clients utilizing both applications.

Q4 – Is Law Manager an “out-of-the-box” solution?

A4 - Law Manager is a hybrid solution combining out-of-the-box solutions and a system
customization. It is a completely tools based system. That is, the system is built within
its own tools set, which allows trained customers the ability to customize and modify
virtually any area of the system.

Q5 – Are there minimum requirements?

A5 – No. Law Manager is a very scalable tool.

Q6 – How long does an average project implementation last?

A6 – Most projects with a needs analysis phase are implemented within 1 year. Some
have been as short as 60 days. The size and length of the project depend on the
amount of customization required.

Q7 - Can I see a demo of the Law Manager product?

A7 – Yes, Law Manager offers customized demos for different practice areas.

Contact Tom Platt at:
972.633.5688 or e-mail to: tplatt@lawmanager.com




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Q8 – Who are some of Law Manager’s clients?

A8 – Law Manager has a very large client base range including many State Attorney
General Offices, State Agencies, Counties, Cities, Criminal Government Offices,
Numerous Federal Government Agencies and several Fortune 500 Companies and Top
Law Firms. A detailed reference list will be provided upon request from Law Manager.

Q9 – What is Law Manager offering special for New York?

A9 – New York State has negotiated specialized aggregate tier pricing with Law
Manager. As the volume of users increase and new tiers are reached within the state,
the license price drops. Within the first 6 months, the license tier pricing has already
dropped by $254 per user license from tier 1 to tier 2.

Law Manager is offering New York State a unique knowledge sharing opportunity
available only to the State, a list of specialized customizations (or “Notebooks”)
developed for completed agency projects that may be offered as a base at no charge to
new agencies. The “Notebooks” will need to be further customized for the new agency,
but can save a lot of time and money. Some areas that are already developing are
evidence tracking, hearings, contracts, calendar, HR and more.

Law Manager is also offering a 2-3 day free initial analysis and project scoping to
qualified agencies. They will send 2 consultants into an agency to conduct interview
sessions with select members of the user and IT community and as a result, will
develop a customized project work plan and scope analysis.

Q10 – What is a good time to start looking at products? Does the agency have to do a
scoping or Needs Analysis first?

A10 – An agency should see product demos as early in the planning process as
possible. The plan that Law Manager has developed with the State allows for a needs
analysis and (in-depth or light) if needed. The agency may choose to do their own
needs analysis or to do it along with Law Manager. Either way, it is important to have
available functionality in mind while interviewing your users.

Q12 - How will Law Manager save NY State money?

A12 – Through cost savings and enhancement of productivity. The ease of use and
flexibility of Law Manager enhances savings. Aggregate tier pricing will reduce costs for
new users.




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        ACTUAL CONTRACT BETWEEN THE STATE OF NEW YORK
                 AND LAW MANAGER, INC. .)




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APPENDIX A
          Appendix A, Standard Clauses For New York State Contracts, dated May 2002, attached hereto, is
    hereby expressly made a part of this Agreement as fully as if set forth at length herein.


APPENDIX B-2
           Appendix B-2, Office of General Services General Specifications (Negotiated Software Contracts-
    Applicable to Procurement of Proprietary Software and Related Services), dated July 2002, attached hereto,
    is hereby expressly made a part of this Agreement as fully as if set forth at length herein and shall govern any
    situations not covered by this Agreement or Appendix A.


APPLICABLE LAW
            This Agreement shall be governed by and construed in accordance with the laws of the State of New
     York. Any claims or actions brought by Contractor against the State for monetary damages shall be brought
     in the New York State Court of Claims. See "Governing Law" in Appendix A, Standard Clauses for New
     York State Contracts.


CONFLICT OF TERMS AND CONDITIONS
         Conflicts between documents shall be resolved in the following order of precedence:
         a.    Appendix A
         b.    The body of This Piggyback Agreement
         c.    Appendix B-2
         d.    Any Statement of Work and System Configuration
         e.    Appendix # C Master Contract (see "Background and Intent", including all attachments except
               as modified by this Agreement)
         f.    Appendix D - Contract Update Form
         g.    Appendix E - Report of Contract Purchases
         h.    Bidder’s Bid (Response to Piggyback Agreement), but solely for the purpose of interpreting the
               provisions of the foregoing in the event of a dispute or disagreement regarding the parties’
               intent.


BIDDER’S PROTEST POLICY
           It is the policy of the Office of General Services’ Procurement Services Group (PSG) to provide
    vendors with an opportunity to administratively resolve complaints or inquiries related to PSG bid
    solicitations or contract awards. PSG encourages vendors to seek resolution of complaints through
    consultation with PSG staff. All such matters will be accorded impartial and timely consideration. Interested
    parties may also file formal written protests. A copy of PSG’s Bid Protest Procedures for Vendors may be
    obtained by contacting the person shown on the front of this Invitation for Bids or through the OGS website
    (www.ogs.state.ny.us). Click on "For Government - Contracts and Purchasing," then "Seller Information,"
    then "Bid Protest Procedures for Vendors."


CONTRACT PAYMENTS
          Contract payments cannot be processed by New York State agencies and other authorized users until
    the contract products have been delivered and accepted in accordance with the terms of this Contract.
    Invoices for such payment must contain sufficient data including, but not limited to, New York State’s
    Contract Number, description of product, quantity, unit and price per unit as well as federal identification
    number. See "Contract Billings" in Appendix B-2, OGS General Specifications.


ELECTRONIC PAYMENTS
            The Office of the State Comptroller (OSC) offers an "electronic payment" option in lieu of issuing
    checks. Contact OSC to obtain an information packet at 518-474-4032 or e-mail to epunit@osc.state.ny.us or
    visit their website at www.osc.state.ny.us.


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PAYMENTS OF INTEREST
           See "Interest on Late Payments" in Appendix B-2, OGS General Specifications. The Federal Prompt
    Payment Law (or any other law governing payment terms incorporated in the Master Contract) does not
    apply to the New York State Contract regardless of customer.

BACKGROUND AND INTENT
           In accordance with Article XI Section 163 of the New York State Finance Law, the Commissioner of
    General Services (hereinafter "OGS", "State" or "Purchaser"), may authorize purchases required by New
    York State agencies or other authorized purchasers by approving the use of a contract let by any department,
    agency or instrumentality of the United States government and/or any department, agency, office, political
    subdivision or instrumentality of any state or states. The OGS Procurement Services Group, on behalf of the
    Commissioner, finds it necessary and desirable to enter into a contract based on this Piggyback Agreement
    (hereinafter "New York State Contract") with Law Manager, Inc (hereinafter "Vendor" or "Contractor") for
    the purchase of specified products under the terms and conditions established pursuant to New York State
    Department of Taxation and Finance Contract C400564 for a Case Management System (CMS), a copy
    of which is attached hereto as Appendix # C (hereinafter "Master Contract"), by State agencies and other
    authorized purchasers. By completing and signing this document, Vendor is willing and able to enter into a
    contract and authorizes OGS to process the contract and provide notification to all authorized purchasers.


CONTRACT SCOPE
           Vendor agrees to enter into a contract with the State of New York under the terms and conditions set
    forth in the Master Contract for use by New York State agencies, political subdivisions and others authorized
    by law. All the terms, conditions, covenants and representations contained herein and in the Master Contract
    and any amendments thereto, except as modified by this document, are hereby incorporated by reference and
    deemed to be a part of this contract as if fully set forth at length herein. The term and conditions of this
    Agreement shall supersede any inconsistent terms and conditions set forth in the Master Contract. All
    references to New York State Department of Taxation and Finance or DTF in the Master Contract shall be
    deemed to be references to Authorized User(s) or the Commissioner, as appropriate.

              For purposes of this Agreement only, the Master Contract is expressly modified by deleting
        Attachments 5, 8 and 9 and by adding a new Attachment 4, Software and Fees Schedule, Revision 1, dated
        November 18, 2002, to the Master Contract, which supercedes the original Attachment 4.

          LMI and each State agency or other authorized purchaser who wishes to purchase product under this
        Contract shall enter into a Statement of Work and recommended System Configuration (if applicable) in
        accordance with the fees set forth in Master Contract Attachment 4, Software and Fees Schedule.


SUBSEQUENT CHANGES TO PRODUCT OFFERINGS
    All product updates must be in accordance with the procedures set forth below and require the advance
    approval of OGS.

          (1) Adding New Products: Where future Products become commercially available during the Contract
              term and are offered to New York State, the Contract may be updated to include such offerings.
          (2) Deletion of Products: OGS reserves the right to delete any Product from the Contract at its discretion
              at any time.
          (3) Price Decreases: Shall be calculated in accordance with Appendix B-2, Clause 43.

        Product updates shall be submitted to OGS using the forms in Appendix D, which may be unilaterally
        modified by OGS from time to time.




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CONTRACT PERIOD AND RENEWALS
           The New York State Contract period shall be for the term as indicated on the Piggyback Agreement.
    Extensions or renewals to the Master Contract or any modification including new products, terms, or price
    changes to the Master Contract shall be submitted by the Contractor to the Office of General Services,
    Procurement Services Group for approval and shall be effective to the New York State Contract upon the
    date of issuance of a written notification to New York State contract users. If changes are not approved by
    OGS, either the contractor or OGS may terminate the New York State Contract upon 30 days notice. This
    provision does not affect the State's right of suspension or cancellation contained in the "Suspension of
    Work" and "Cancellation" clauses in Appendix B-2, OGS General Specifications.

              Upon expiration of the Master Contract, Contractor may submit any subsequent replacement contracts
        entered into for the same or similar products with the same Issuing Entity to the Office of General Services,
        Procurement Services Group in order to establish a new contract.

               In the event Contractor's Master Contract expires and no new contract is let by the original Issuing
        Entity, OGS reserves the right, upon written agreement with Contractor, to renew the New York State
        Contract under the same terms and conditions for an additional period of one year.

               Should the Contractor and the same Issuing Entity enter into a replacement contract prior to the
        expiration of the New York State Contract (including any renewals processed by New York State), either
        OGS or the Contractor may terminate the New York State Contract upon 30 days written notice.


PRICE CHANGE PROCEDURE (AFTER EXPIRATION OF MASTER CONTRACT)
            Should the Master Contract expire and not be extended or renewed prior to the expiration of the New
     York State Contract (including any renewals processed by New York State), and providing the Master
     contract referenced uniform discount(s) from nationally distributed price list(s), the contract prices may be
     subject to increase or decrease during the remainder of the contract period in accordance with changes which
     may be made by the manufacturer in their established, nationally distributed price list or published catalog.
     Catalog or price lists may indicate increases or decreases in pricing, but the percentage discount(s) in effect at
     the time of Master Contract expiration shall not be decreased.

               In the event the Master Contract did not reference uniform discount(s) from nationally distributed
        price list(s), updated price lists may be submitted for acceptance providing the discount structure used as a
        basis for pricing which was in effect at the time of Master Contract expiration remains unaltered. This
        evidence must be supplied by the Contractor along with the updated price lists.

               New products will be considered for inclusion provided they are pertinent to the contract and are
        offered to the State at the same discount, terms and conditions as the Master Contract.

                The price revisions, new lists or supplements to an original list shall be submitted to the Office of
        General Services, Procurement Services Group, to the attention of the Purchasing Officer shown on the front
        of this document, in triplicate, for approval before ordering agencies will be bound to any such revisions.
        Approvals of price revisions shall become effective upon the date of issuance of a written notification to New
        York State contract users.


CONTRACT MIGRATION
           State Agencies or any other authorized user holding individual contracts with contractors under this
    centralized contract shall be able to migrate to this contract award with the same contractor, effective on the
    contract begin date (retroactively, if applicable). Migration by an agency or any other authorized user to the
    centralized contract shall not operate to diminish, alter or extinguish any right that the agency or other
    authorized user otherwise had under the terms and conditions of their original contract.




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NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS
            New York State political subdivisions and others authorized by New York State law may participate in
    this contract. These include, but are not limited to local governments, public authorities, public school and
    fire districts, public and nonprofit libraries, and certain other nonpublic/nonprofit organizations. See
    "Participation in Centralized Contracts" in Appendix B-2, OGS General Specifications. For purchase orders
    issued by the Port Authority of New York and New Jersey (or any other authorized entity that may have
    delivery locations adjacent to New York State), the terms of the "Price" clause shall be modified to include
    delivery to locations adjacent to New York State.

                Upon request, all eligible non-State agencies must furnish contractors with the proper tax exemption
        certificates and documentation certifying eligibility to use State contracts. A list of categories of eligible
        entities is available on the OGS web site (www.ogs.state.ny.us). Click on "For Government-Contracts and
        Purchasing," then "About Procurement," then "Non-State Agency Legal References." Questions regarding an
        organization's eligibility to purchase from New York State contracts may also be directed to OGS
        Procurement Services Group's Customer Services at 518-474-6717.


CATALOGS AND PRICE SHEETS
           Upon request, Contractor shall furnish, without charge, copies of Master Contract including
    modifications thereto and related catalogs and price lists to New York State agencies and other authorized
    users. Upon request, contractor shall also assist authorized users in the use of such documents.


PREFERRED SOURCE PRODUCTS
             Section 162 of the New York State Finance Law requires that New York State agencies afford first
     priority to the products of preferred source suppliers, such as Correctional Industries (Corcraft), Industries for
     the Blind of NYS, and NYS Industries for the Disabled, when such products meet the form, function and
     utility of the agency. Some products in the Master Contract and the resultant New York State Contract may
     be available from one or more preferred sources. Contractor understands and agrees that such products must
     be purchased from a preferred source in accordance with New York State Law.


PURCHASE ORDERS
         See "Purchase Orders" in Appendix B-2, OGS General Specifications.

               If there is a discrepancy between the purchase order and what is listed on contract, it is the contractor’s
        obligation as a condition of payment to clarify and resolve what is to be actually shipped by contacting
        ordering agency.


EMERGENCY PURCHASING
           In the event that a disaster emergency is declared by Executive Order under Section 28 of Article 2-B
    of the Executive Law, or that the Commissioner determines pursuant to his/her authority under Section
    163(10)(b) of the State Finance Law that an emergency exists requiring the prompt and immediate delivery
    of commodities or services, the Commissioner reserves the right to obtain such commodities or services from
    any source, including but not limited to this contract, as the Commissioner in his/her sole discretion
    determines will meet the needs of such emergency. Contractor shall not be entitled to any claim or lost
    profits for commodities or services procured from other sources pursuant to this paragraph.


NEW YORK STATE PROCUREMENT CARD
           See "Procurement Card" in Appendix B-2, OGS General Specifications. Vendor shall indicate
    whether or not they will accept the NYS Purchasing Card for orders up to $2500 (see Vendor questions at
    end of this document). Contractors wishing to set up a corporate account with AMEX should call AMEX at
    1-800-686-5493.




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REPORT OF CONTRACT PURCHASES
             Contractor shall furnish report of purchases made from this New York State Contract by the fifteenth
     of January and July for the preceding six-month period and continuing annually for the life of the contract.
     The initial report may be for less than six months based on contract approval date. The reports shall be
     submitted in the format in Appendix E, which may be unilaterally modified by OGS from time to time.


               The report is to be submitted to the Office of General Services, Procurement Services Group, Tower
        Bldg., Empire State Plaza, Albany, NY 12242, to the attention of the individual shown on the front page of
        the Contract Award Notification and shall reference the Group Number, Piggyback Agreement Number, New
        York State Contract Number, sales period, and contractor’s name.

              Failure to submit the required report may be cause for disqualification of contractor for future
        contracts.


OVERLAPPING CONTRACT ITEMS
          Products available in the resulting contract may also be available from other New York State contracts.
    Contract users will be advised to select the most cost effective procurement alternative that meets their
    program requirements and to maintain a procurement record documenting the basis for this selection.




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                         APPENDIX A

         STANDARD CLAUSES FOR NEW YORK STATE
                     CONTRACTS




        PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE




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                                TABLE OF CONTENTS


              GENERAL

              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 Requirement
              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




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               STANDARD CLAUSES FOR NYS                          equipment or supplies, and to the extent that this contract
                   CONTRACTS                                     shall be performed within the State of New York,
                                                                 Contractor agrees that neither it nor its subcontractors shall,
       The parties to the attached contract, license, lease,     by reason of race, creed, color, disability, sex, or national
amendment or other agreement of any kind (hereinafter,           origin: (a) discriminate in hiring against any New York
"the contract" or "this contract") agree to be bound by the      State citizen who is qualified and available to perform the
following clauses which are hereby made a part of the            work; or (b) discriminate against or intimidate any
contract (the word "Contractor" herein refers to any party       employee hired for the performance of work under this
other than the State, whether a contractor, licenser,            contract. If this is a building service contract as defined in
licensee, lessor, lessee or any other party):                    Section 230 of the Labor Law, then, in accordance with
                                                                 Section 239 thereof, Contractor agrees that neither it nor its
1. EXECUTORY CLAUSE. In accordance with Section                  subcontractors shall, by reason of race, creed, color,
41 of the State Finance Law, the State shall have no             national origin, age, sex or disability: (a) discriminate in
liability under this contract to the Contractor or to anyone     hiring against any New York State citizen who is qualified
else beyond funds appropriated and available for this            and available to perform the work; or (b) discriminate
contract.                                                        against or intimidate any employee hired for the
                                                                 performance of work under this contract. Contractor is
2. NON-ASSIGNMENT CLAUSE. In accordance with                     subject to fines of $50.00 per person per day for any
Section 138 of the State Finance Law, this contract may not      violation of Section 220-e or Section 239 as well as
be assigned by the Contractor or its right, title or interest    possible termination of this contract and forfeiture of all
therein assigned, transferred, conveyed, sublet or otherwise     moneys due hereunder for a second or subsequent
disposed of without the previous consent, in writing, of the     violation.
State and any attempts to assign the contract without the
State's written consent are null and void. The Contractor        6. WAGE AND HOURS PROVISIONS. If this is a
may, however, assign its right to receive payment without        public work contract covered by Article 8 of the Labor Law
the State's prior written consent unless this contract           or a building service contract covered by Article 9 thereof,
concerns Certificates of Participation pursuant to Article 5-    neither Contractor's employees nor the employees of its
A of the State Finance Law.                                      subcontractors may be required or permitted to work more
                                                                 than the number of hours or days stated in said statutes,
3. COMPTROLLER'S APPROVAL. In accordance with                    except as otherwise provided in the Labor Law and as set
Section 112 of the State Finance Law (or, if this contract is    forth in prevailing wage and supplement schedules issued
with the State University or City University of New York,        by the State Labor Department. Furthermore, Contractor
Section 355 or Section 6218 of the Education Law), if this       and its subcontractors must pay at least the prevailing wage
contract exceeds $15,000 (or the minimum thresholds              rate and pay or provide the prevailing supplements,
agreed to by the Office of the State Comptroller for certain     including the premium rates for overtime pay, as
S.U.N.Y. and C.U.N.Y. contracts), or if this is an               determined by the State Labor Department in accordance
amendment for any amount to a contract which, as so              with the Labor Law.
amended, exceeds said statutory amount, or if, by this
contract, the State agrees to give something other than          7. NON-COLLUSIVE BIDDING CERTIFICATION.
money when the value or reasonably estimated value of            In accordance with Section 139-d of the State Finance Law,
such consideration exceeds $10,000, it shall not be valid,       if this contract was awarded based upon the submission of
effective or binding upon the State until it has been            bids, Contractor warrants, under penalty of perjury, that its
approved by the State Comptroller and filed in his office.       bid was arrived at independently and without collusion
Comptroller's approval of contracts let by the Office of         aimed at restricting competition.       Contractor further
General Services is required when such contracts exceed          warrants that, at the time Contractor submitted its bid, an
$30,000 (State Finance Law Section 163.6a).                      authorized and responsible person executed and delivered
                                                                 to the State a non-collusive bidding certification on
4. WORKERS' COMPENSATION BENEFITS. In                            Contractor's behalf.
accordance with Section 142 of the State Finance Law, this
contract shall be void and of no force and effect unless the     8. INTERNATIONAL BOYCOTT PROHIBITION. In
Contractor shall provide and maintain coverage during the        accordance with Section 220-f of the Labor Law and
life of this contract for the benefit of such employees as are   Section 139-h of the State Finance Law, if this contract
required to be covered by the provisions of the Workers'         exceeds $5,000, the Contractor agrees, as a material
Compensation Law.                                                condition of the contract, that neither the Contractor nor
                                                                 any substantially owned or affiliated person, firm,
5. NON-DISCRIMINATION REQUIREMENTS. In                           partnership or corporation has participated, is participating,
accordance with Article 15 of the Executive Law (also            or shall participate in an international boycott in violation
known as the Human Rights Law) and all other State and           of the federal Export Administration Act of 1979 (50 USC
Federal statutory and constitutional non-discrimination          App. Sections 2401 et seq.) or regulations thereunder. If
provisions, the Contractor will not discriminate against any     such Contractor, or any of the aforesaid affiliates of
employee or applicant for employment because of race,            Contractor, is convicted or is otherwise found to have
creed, color, sex, national origin, age, disability or marital   violated said laws or regulations upon the final
status. Furthermore, in accordance with Section 220-e of         determination of the United States Commerce Department
the Labor Law, if this is a contract for the construction,       or any other appropriate agency of the United States
alteration or repair of any public building or public work or    subsequent to the contract's execution, such contract,
for the manufacture, sale or distribution of materials,          amendment or modification thereto shall be rendered forfeit

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and void. The Contractor shall so notify the State
Comptroller within five (5) business days of such                  (b) PRIVACY NOTIFICATION. (1) The authority to
conviction, determination or disposition of appeal                 request the above personal information from a seller of
(2NYCRR 105.4).                                                    goods or services or a lessor of real or personal property,
                                                                   and the authority to maintain such information, is found in
9. SET-OFF RIGHTS. The State shall have all of its                 Section 5 of the State Tax Law. Disclosure of this
common law, equitable and statutory rights of set-off.             information by the seller or lessor to the State is mandatory.
These rights shall include, but not be limited to, the State's     The principal purpose for which the information is
option to withhold for the purposes of set-off any moneys          collected is to enable the State to identify individuals,
due to the Contractor under this contract up to any amounts        businesses and others who have been delinquent in filing
due and owing to the State with regard to this contract, any       tax returns or may have understated their tax liabilities and
other contract with any State department or agency,                to generally identify persons affected by the taxes
including any contract for a term commencing prior to the          administered by the Commissioner of Taxation and
term of this contract, plus any amounts due and owing to           Finance.      The information will be used for tax
the State for any other reason including, without limitation,      administration purposes and for any other purpose
tax delinquencies, fee delinquencies or monetary penalties         authorized by law.
relative thereto. The State shall exercise its set-off rights in    (2)    The personal information is requested by the
accordance with normal State practices including, in cases         purchasing unit of the agency contracting to purchase the
of set-off pursuant to an audit, the finalization of such audit    goods or services or lease the real or personal property
by the State agency, its representatives, or the State             covered by this contract or lease. The information is
Comptroller.                                                       maintained in New York State's Central Accounting
                                                                   System by the Director of Accounting Operations, Office
10. RECORDS. The Contractor shall establish and                    of the State Comptroller, AESOB, Albany, New York
maintain complete and accurate books, records, documents,          12236.
accounts and other evidence directly pertinent to
performance under this contract (hereinafter, collectively,        12. EQUAL EMPLOYMENT OPPORTUNITIES FOR
"the Records"). The Records must be kept for the balance           MINORITIES AND WOMEN. In accordance with
of the calendar year in which they were made and for six           Section 312 of the Executive Law, if this contract is: (i) a
(6) additional years thereafter. The State Comptroller, the        written agreement or purchase order instrument, providing
Attorney General and any other person or entity authorized         for a total expenditure in excess of $25,000.00, whereby a
to conduct an examination, as well as the agency or                contracting agency is committed to expend or does expend
agencies involved in this contract, shall have access to the       funds in return for labor, services, supplies, equipment,
Records during normal business hours at an office of the           materials or any combination of the foregoing, to be
Contractor within the State of New York or, if no such             performed for, or rendered or furnished to the contracting
office is available, at a mutually agreeable and reasonable        agency; or (ii) a written agreement in excess of
venue within the State, for the term specified above for the       $100,000.00 whereby a contracting agency is committed to
purposes of inspection, auditing and copying. The State            expend or does expend funds for the acquisition,
shall take reasonable steps to protect from public disclosure      construction, demolition, replacement, major repair or
any of the Records which are exempt from disclosure under          renovation of real property and improvements thereon; or
Section 87 of the Public Officers Law (the "Statute")              (iii) a written agreement in excess of $100,000.00 whereby
provided that: (i) the Contractor shall timely inform an           the owner of a State assisted housing project is committed
appropriate State official, in writing, that said records          to expend or does expend funds for the acquisition,
should not be disclosed; and (ii) said records shall be            construction, demolition, replacement, major repair or
sufficiently identified; and (iii) designation of said records     renovation of real property and improvements thereon for
as exempt under the Statute is reasonable. Nothing                 such project, then:
contained herein shall diminish, or in any way adversely
affect, the State's right to discovery in any pending or           (a) The Contractor will not discriminate against employees
future litigation.                                                 or applicants for employment because of race, creed, color,
                                                                   national origin, sex, age, disability or marital status, and
11. IDENTIFYING INFORMATION AND PRIVACY                            will undertake or continue existing programs of affirmative
NOTIFICATION.              (a) FEDERAL EMPLOYER                    action to ensure that minority group members and women
IDENTIFICATION NUMBER and/or FEDERAL SOCIAL                        are afforded equal employment opportunities without
SECURITY NUMBER. All invoices or New York State                    discrimination. Affirmative action shall mean recruitment,
standard vouchers submitted for payment for the sale of            employment, job assignment, promotion, upgradings,
goods or services or the lease of real or personal property to     demotion, transfer, layoff, or termination and rates of pay
a New York State agency must include the payee's                   or other forms of compensation;
identification number, i.e., the seller's or lessor's
identification number. The number is either the payee's            (b) at the request of the contracting agency, the Contractor
Federal employer identification number or Federal social           shall request each employment agency, labor union, or
security number, or both such numbers when the payee has           authorized representative of workers with which it has a
both such numbers. Failure to include this number or               collective bargaining or other agreement or understanding,
numbers may delay payment. Where the payee does not                to furnish a written statement that such employment
have such number or numbers, the payee, on its invoice or          agency, labor union or representative will not discriminate
New York State standard voucher, must give the reason or           on the basis of race, creed, color, national origin, sex, age,
reasons why the payee does not have such number or                 disability or marital status and that such union or
numbers.

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representative will affirmatively cooperate in the
implementation of the contractor's obligations herein; and      18. PROHIBITION ON PURCHASE OF TROPICAL
                                                                HARDWOODS. The Contractor certifies and warrants that
(c) the Contractor shall state, in all solicitations or         all wood products to be used under this contract award will
advertisements for employees, that, in the performance of       be in accordance with, but not limited to, the specifications
the State contract, all qualified applicants will be afforded   and provisions of State Finance Law §165. (Use of Tropical
equal employment opportunities without discrimination           Hardwoods) which prohibits purchase and use of tropical
because of race, creed, color, national origin, sex, age,       hardwoods, unless specifically exempted, by the State or
disability or marital status.                                   any governmental agency or political subdivision or public
                                                                benefit corporation. Qualification for an exemption under
Contractor will include the provisions of "a", "b", and "c"     this law will be the responsibility of the contractor to
above, in every subcontract over $25,000.00 for the             establish to meet with the approval of the State.
construction, demolition, replacement, major repair,
renovation, planning or design of real property and             In addition, when any portion of this contract involving the
improvements thereon (the "Work") except where the              use of woods, whether supply or installation, is to be
Work is for the beneficial use of the Contractor. Section       performed by any subcontractor, the prime Contractor will
312 does not apply to: (i) work, goods or services              indicate and certify in the submitted bid proposal that the
unrelated to this contract; or (ii) employment outside New      subcontractor has been informed and is in compliance with
York State; or (iii) banking services, insurance policies or    specifications and provisions regarding use of tropical
the sale of securities. The State shall consider compliance     hardwoods as detailed in §165 State Finance Law. Any
by a contractor or subcontractor with the requirements of       such use must meet with the approval of the State;
any federal law concerning equal employment opportunity         otherwise, the bid may not be considered responsive. Under
which effectuates the purpose of this section. The              bidder certifications, proof of qualification for exemption
contracting agency shall determine whether the imposition       will be the responsibility of the Contractor to meet with the
of the requirements of the provisions hereof duplicate or       approval of the State.
conflict with any such federal law and if such duplication
or conflict exists, the contracting agency shall waive the      19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES.
applicability of Section 312 to the extent of such              In accordance with the MacBride Fair Employment
duplication or conflict. Contractor will comply with all        Principles (Chapter 807 of the Laws of 1992), the
duly promulgated and lawful rules and regulations of the        Contractor hereby stipulates that the Contractor either (a)
Governor's Office of Minority and Women's Business              has no business operations in Northern Ireland, or (b) shall
Development pertaining hereto.                                  take lawful steps in good faith to conduct any business
                                                                operations in Northern Ireland in accordance with the
13. CONFLICTING TERMS. In the event of a conflict               MacBride Fair Employment Principles (as described in
between the terms of the contract (including any and all        Section 165 of the New York State Finance Law), and shall
attachments thereto and amendments thereof) and the terms       permit independent monitoring of compliance with such
of this Appendix A, the terms of this Appendix A shall          principles.
control.
                                                                20. OMNIBUS PROCUREMENT ACT OF 1992. It is
14. GOVERNING LAW. This contract shall be governed              the policy of New York State to maximize opportunities for
by the laws of the State of New York except where the           the participation of New York State business enterprises,
Federal supremacy clause requires otherwise.                    including minority and women-owned business enterprises
                                                                as bidders, subcontractors and suppliers on its procurement
15. LATE PAYMENT. Timeliness of payment and any                 contracts.
interest to be paid to Contractor for late payment shall be
governed by Article XI-A of the State Finance Law to the        Information on the availability of New York State
extent required by law.                                         subcontractors and suppliers is available from:

16. NO ARBITRATION.               Disputes involving this              NYS Department of Economic Development
contract, including the breach or alleged breach thereof,              Division for Small Business
may not be submitted to binding arbitration (except where              30 South Pearl Street -- 7th Floor
statutorily authorized), but must, instead, be heard in a              Albany, New York 12245
court of competent jurisdiction of the State of New York.              Telephone: 518-292-5220

17. SERVICE OF PROCESS. In addition to the methods              A directory of certified minority and women-owned
of service allowed by the State Civil Practice Law & Rules      business enterprises is available from:
("CPLR"), Contractor hereby consents to service of process
upon it by registered or certified mail, return receipt                NYS Department of Economic Development
requested. Service hereunder shall be complete upon                    Division of Minority and Women's Business
Contractor's actual receipt of process or upon the State's             Development
receipt of the return thereof by the United States Postal              30 South Pearl Street -- 2nd Floor
Service as refused or undeliverable. Contractor must                   Albany, New York 12245
promptly notify the State, in writing, of each and every               http://www.empire.state.ny.us
change of address to which service of process can be made.
Service by the State to the last known address shall be         The Omnibus Procurement Act of 1992 requires that by
sufficient. Contractor will have thirty (30) calendar days      signing this bid proposal or contract, as applicable,
after service hereunder is complete in which to respond.
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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 on this project through listing
 any such positions with the Job Service Division of the
 New York State 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; and

(d) The Contractor acknowledges notice that the 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.

21. RECIPROCITY AND SANCTIONS PROVISIONS
Bidders are hereby notified that if their principal place of
business is located in a state that penalizes New York State
vendors, and if the goods or services they offer will be
substantially produced or performed outside New York
State, the Omnibus Procurement Act 1994 and 2000
amendments (Chapter 684and Chapter 383, respectively)
require that they be denied contracts which they would
otherwise obtain. NOTE: As of June 19, 2001, the list of
discriminatory jurisdictions subject to this provision
includes the states of South Carolina, Alaska, West
Virginia, Wyoming, Louisiana and Hawaii. Contact NYS
Empire State Development for a current list of states
subject to this provision.




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                               APPENDIX B-2

                     GENERAL SPECIFICATIONS
                   (Negotiated Software Contracts)
                           (Applicable to Procurements of
                      Proprietary Software & Related Services)




              PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE




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                                         TABLE OF CONTENTS

     GENERAL                                           TERMS & CONDITIONS - Cont’d

     1.    Applicability                               45. Product Delivery
     2.    Governing Law                               46. Weekend & Holiday Deliveries
     3.    Appendix A                                  47. Shipping/Receipt of Product
     4.    Ethics Compliance                           48. Risk of Loss
     5.    Conflict of Terms                           49-50 (Reserved)
     6.    Definitions                                 51. Rejected Product
                                                       52-54. (Reserved)
     BID SUBMISSION                                    55. Employees/Subcontractors/Agents
                                                       56. Assignment/Subcontractors
     7-14 Reserved                                     57. Performance/Bid Bond
     15. Confidential/Trade Secret Materials           58. Suspension of Work
     16. (Reserved)                                    59. Cancellation
     17. Taxes                                         60. Savings/Force Majeure
     18-22. (Reserved)                                 61. Contract Billings
     23. Pricing                                       62. Default - Authorized User
     24. Drawings                                      63. Interest on Late Payments
     25. (Reserved)                                    64. Remedies for Breach
     26. Procurement Card                              65. Assignment of Claim
     27. (Reserved)                                    66. (Reserved)
                                                       67. Independent Contractor
     BID EVALUATION                                    68. Security/Confidentiality
                                                       69. Cooperation With Third Parties
     28-32 (Reserved)                                  70. Contract Term - Renewal
     33. Performance Qualifications                    71. Warranties & Guarantees
     34. Disqualification for Past Performance         72. Year 2000 Warranty
     35- 37. (Reserved)                                73. Software License Grant
                                                       74. Product Acceptance
     TERMS & CONDITIONS                                75. Audit of Licensed Product Usage
                                                       76. Ownership/Title to Custom Products
     38.   Contract Creation/Execution
     39.   Participation in Centralized Contracts      77. Proof of License
     40.   Modification of Contract Terms              78. Migration to Centralized Contract
     41.   Scope Changes                               79. Product Version
     42.   Estimated Quantity Contracts                80. Changes to Product or Service Offerings
     43.   Best Pricing Offer                          81. No Hardstop/ Passive License
     44.   Purchase Orders                             Monitoring
                                                       82. Source Code Escrow for Licensed
                                                       Product
                                                       83. Indemnification & Limitation of
                                                       Liability




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                             GENERAL                                         COMMISSIONER Commissioner of OGS, or in the case of a
                                                                             Contract or specifications issued by an Issuing Entity, the head of
1.     APPLICABILITY The terms and conditions set forth in this              such Issuing Entity or their authorized representative.
Appendix B-2 are expressly incorporated in and applicable to all
proprietary software and related service contracts let by the Office of      COMPTROLLER Comptroller of the State of New York
General Services Procurement Services Group, or by any other
                                                                             CONTRACT The writing(s) which contain the agreement of the
Issuing Entity where incorporated by reference. Captions are
                                                                             Commissioner and the Contractor setting forth the total legal
intended as descriptive and are not intended to limit or otherwise
                                                                             obligation between the parties as determined by applicable rules of
restrict the terms and conditions set forth herein.
                                                                             law.
2      GOVERNING LAW               This procurement, the resulting
                                                                             CONTRACT AWARD NOTIFICATION An announcement by
Contract and any purchase orders issued hereunder shall be governed
                                                                             the Office of General Services to Authorized Users that a Contract
by the laws of the State of New York except where the Federal
                                                                             has been established.
supremacy clause requires otherwise, and actions or proceedings
arising from the Contract shall be heard in a court of competent             CONTRACTOR Any successful offerer(s) to whom a Contract has
jurisdiction in the State of New York.                                       been awarded by the Commissioner.
3.    APPENDIX A Appendix A (Standard Clauses for New York                   DOCUMENTATION              See definition of End-User Reference
State Contracts) is expressly incorporated and made a part of this           Manuals in Section 1.1 of the Master Contract.
Contract.
                                                                             ENTERPRISE The total business operations in the United States of
 4. ETHICS COMPLIANCE                     All Contractors and their          Authorized User (s) without regard to geographic location where
employees must comply with the requirements of NYS Public                    such operations are performed or the entity actually performing such
Officers Law, (§ 73 & 74) and other State codes, rules and regulations       operations on behalf of Authorized User.
establishing ethical standards for the conduct of business with New
York State. In signing the Contract, Contractor certifies full and           ENTERPRISE LICENSE A license grant made in accordance with
continuing compliance with those provisions for any present or future        the terms of this Contract of rights to deploy, access, use and execute
dealings, transactions, sales, contracts, services, offers, relationships,   Product anywhere within the Enterprise up to the maximum capacity
etc., involving New York State and/or its employees. Failure to              stated on the Purchase Order.
comply with those provisions may result in Contract termination,
                                                                             ERROR CORRECTIONS See definition of Defect in Section 1.1
and/or other civil or criminal proceedings as required by law.
                                                                             of the Master Contract.
5.   CONFLICT OF TERMS                  Conflicts between Contract
                                                                             ISSUING ENTITY The Office of General Services or the
documents shall be resolved in the following order of precedence:
                                                                             Authorized User who issues the Contract documents for a
     • Appendix A (Standard Clauses for NYS Contracts)                       procurement.
     • Negotiated         Contract/Clarification        Documents
        Writing(s) setting forth the final agreement of the parties,         LICENSED SOFTWARE See definition of Licensed Software in
        excluding incorporated appendices.                                   Section 1.1 of the Master Contract.
     •  Appendix B-2 (This document)
     •  Incorporated Contract Appendices, if any, following                  LICENSEE One or more Authorized Users who acquire Product
        order of precedence stated in the negotiated Contract                from Contractor by issuing a Purchase Order in accordance with the
                                                                             terms and conditions of the Contract; provided that, for purposes of
6.    DEFINITIONS          Terms used in this Contract shall have the        compliance with an individual license, the term “Licensee” shall be
following meanings:                                                          deemed to refer separately to the individual Authorized User(s) who
                                                                             took receipt of and who is executing the Product, who shall be solely
AGENCY OR AGENCIES The State of New York, acting by or                       responsible for performance and liabilities incurred. In the case of
through one or more departments, boards, commissions, offices or             acquisitions by State Agencies, the Licensee shall be the State of
institutions of the State of New York.                                       New York.
ATTORNEY GENERAL Attorney General of the State of New                        LICENSE EFFECTIVE DATE The date Product is delivered to an
York.                                                                        Authorized User. Where a License involves Licensee’s right to copy
AUTHORIZED USER(S) Agencies, and other entities authorized                   a previously licensed and delivered Master Copy of a Program, the
by the laws of the State of New York to participate in NYS                   license effective date for additional copies shall be deemed to be the
centralized contracts (including, but not limited to, political              date on which the Purchase Order is executed.
subdivisions, public authorities, public benefit corporations and            LICENSOR A Contractor who grants rights in proprietary Product
certain other entities set forth in law), or the State of New York           to Authorized Users in accordance with the rights and obligations
acting on behalf of one or more such Agencies or other entities,             specified in the Contract.
provided that each such Agency or other entity shall be held solely
responsible for liabilities or payments due as a result of its               LOGICAL PARTITION A subset of the processing power within
participation.                                                               a machine which has been divided through hardware and/or software
                                                                             means (i.e., Processor Resources/System Manager [PR/SM]) so as to
CERTIFICATES OF PARTICIPATION (COPS)                   Certificates          limit the total processing power which is accessible by an operating
issued pursuant to Article 5-A of the State Finance Law which                system image by individual Authorized Users or individual software
represent the right to receive a proportionate share in lease,               products.
installment or other periodic payments to be made by any state
department, agency or the City University of New York.                       OBJECT CODE The machine executable code that can be directly
                                                                             executed by a computer’s central processing unit(s).
                                                                             OGS The New York State Office of General Services

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PHYSICAL PARTITION A subset of the processing power within               c.    Purchases by Authorized Users other than the State of New
a central electronic complex which has been derived through              York may be subject to such taxes, and in those instances the tax
hardware means so as to limit the total processing power accessible      should be computed based on the NYS net price and added to the
by an operating system image by individual users or individual           invoice submitted to such entity for payment.
Products.
                                                                         18.- 22. (RESERVED)
PRODUCT A deliverable under any Contract which may include
commodities, services and/or technology. The term “Product”              23. PRICING
includes Licensed Software.                                              a. (Reserved)

PRODUCT RELEASES -NEW (Product Revisions)                         Any    b. Net Pricing Unless otherwise specified in the Contract, prices
commercially released revisions to the version of a Product as may be    shall be net, including transportation, customs, tariff, delivery, and
generally offered and available to Authorized Users without charge       other charges fully prepaid by the Contractor to the destination(s)
under maintenance. New releases may involve a substantial revision       indicated on the Purchase Order, subject to the cash discount.
of functionality from a previously released version of the Product and   c. (Reserved)
are sequentially numbered in relation to the Product.
                                                                         d. Educational Pricing All Products to be supplied for educational
PROPRIETARY - Protected by secrecy, patent, copyright or                 purposes that are subject to educational discounts shall be identified
trademark against commercial competition                                 in the Contract and such discounts shall be made available to
PURCHASE ORDER The Authorized User’s fiscal form or format               qualifying institutions.
which is used when making a purchase (e.g., formal written Purchase      e.     COPS or Third Party Financing If Product acquisitions are
Order, Procurement Card, electronic Purchase Order, or other             financed through Certificates of Participation (COPS) or any other
authorized instrument).                                                  third party financing, Contractor may be required as a condition of
SITE See definition of Site Address in Section 1.1 of the Master         Contract award to agree to the terms and conditions of a “Consent &
Contract.                                                                Acknowledgment Agreement,” in a form acceptable to the
                                                                         Commissioner.
SOURCE CODE See definition of Source Code in Section 1.1 of
the Master Contract.                                                     24. DRAWINGS
                                                                         a. (Reserved)
STATE State of New York
                                                                         b.     Drawings Submitted During the Contract Term Where
TERMS OF LICENSE The terms and conditions set forth in the               required to develop, maintain and deliver diagrams or other technical
Contract which are in effect and applicable to a Purchase Order at the   schematics regarding the scope of work, Contractor shall do so on an
time of order placement.                                                 ongoing basis at no additional charge and must update drawings and
                                                                         plans during the Contract term to reflect additions, alterations, and
VIRUS See Section 11.2 Of The Mater Contract.                            deletions as a condition of payment. Such drawings and diagrams
7 - 14. (RESERVED)                                                       shall be delivered to the Authorized User’s representative.
15. CONFIDENTIAL / TRADE SECRET MATERIALS                                c.    Accuracy of Drawings Submitted All drawings shall be neat
Confidential, trade secret or proprietary materials as defined by the    and professional in manner and shall be clearly labeled as to locations
laws of the State of New York must be clearly marked and identified      and type of product, connections and components. Drawings and
as such upon submission. Contractors intending to seek an exemption      diagrams are to be in compliance with accepted drafting standards.
from disclosure of these materials under the Freedom of Information      Acceptance or approval of such plans shall not relieve the Contractor
Law must request the exemption in writing, setting forth the reasons     from responsibility for design or other errors of any sort in the
for the claimed exemption, at the time of submission. Acceptance of      drawings or plans, or from its responsibility for performing as
the claimed materials does not constitute a determination on the         required, furnishing product, services or installation, or carrying out
exemption request, which determination will be made in accordance        any other requirements of the intended scope of work.
with statutory procedures.
                                                                         25.   (RESERVED)
16.   (RESERVED)
                                                                         26. PROCUREMENT CARD NYS has entered into agreements
17. TAXES                                                                for purchasing card services.        The Purchasing Card enables
a.    The NYS net price includes all taxes applicable to the             Authorized Users to make authorized purchases directly from a
transaction.                                                             Contractor without processing the Purchase Orders or Purchase
                                                                         Authorizations currently required. Purchasing Cards are issued to
b.     Purchases made by the State of New York and certain non-          selected employees authorized to purchase for the agency and having
State Authorized Users are exempt from New York State and local          direct contact with Contractors. Cardholders can make purchases
sales taxes and, with certain exceptions, federal excise taxes. To       directly from any Contractor that accepts the Purchasing Card.
satisfy the requirements of the New York State Sales tax exemption,
either the Purchase Order issued by a State Agency or the invoice        The Contractor shall not process a transaction for payment through
forwarded to authorize payment for such items will be sufficient         the credit card clearinghouse until the purchased products have been
evidence that the sale by the Contractor was made to the State, an       shipped or services performed. Unless the cardholder requests
exempt organization under Section 1116 (a) (1) of the Tax Law.           correction or replacement of a defective or faulty product in
Non-State Authorized Users must offer their own proof of exemption       accordance with other contract requirements, the Contractor shall
upon request. No person, firm or corporation is, however, exempt         immediately credit a cardholder’s account for items returned as
from paying the State Truck Mileage and Unemployment Insurance           defective or faulty.
or Federal Social Security taxes, which remain the sole responsibility
of the Contractor.

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27. - 32. (RESERVED)                                                         neither constitute nor be deemed a breach of the Contract as a whole
                                                                             which shall remain in full force and effect, and shall not affect the
33. PERFORMANCE QUALIFICATIONS The Commissioner                              validity of the Contract nor the obligations of the Contractor
reserves the right to investigate or inspect at any time whether or not      thereunder respecting non-breaching Authorized Users, whether State
the Product, qualifications or facilities offered by the Contractor meet     or otherwise; c) for a breach by an Authorized User other than a State
the requirements set forth in the Contract or Purchase Order.                Agency, the State specifically and expressly disclaims any and all
Contractor shall at all times during the Contract term remain                liability for such breach; and d) each non-state agency Authorized
responsible and responsive. A Contractor must be prepared, if                User and Contractor guarantee to save the State, its officers, agents
requested by the Commissioner, to present evidence of experience,            and employees harmless from any liability that may be or is imposed
ability and financial standing, as well as a statement as to capacity of     by their failure to perform in accordance with its obligations under
the developer for the production, distribution and servicing of the          the Contract.
Products offered. If the Commissioner determines that the conditions
and terms of the Contract are not complied with, or that items or            40. MODIFICATION OF CONTRACT TERMS The terms and
Product proposed to be furnished do not meet the specified                   conditions set forth in the Contract govern all transactions by
requirements, or that the qualifications, financial standing or facilities   Authorized User(s) under this Contract. The Contract may only be
are not satisfactory, or that performance is untimely, the                   modified or amended upon mutual written agreement of the
Commissioner may terminate the Contract. Nothing in the foregoing            Commissioner and Contractor. For individual orders, however, the
shall mean or imply that it is obligatory upon the Commissioner to           Contractor may offer Authorized User(s) more advantageous pricing,
make an investigation either before or after award of a Contract, but        payment, or other terms and conditions than those set forth in the
should such investigation be made, it in no way relieves the                 Contract. In such event, Contractor shall furnish a copy of such
Contractor from fulfilling all requirements and conditions of the            better offer to the Commissioner upon request.
Contract.
                                                                             Other than where terms are more advantageous for the Authorized
34. DISQUALIFICATION FOR PAST PERFORMANCE                                    User(s) than those set forth in the Contract, no alteration or
Contractor may be disqualified from receiving awards if Contractor,          modification of the terms of the Contract, including substitution of
or anyone in Contractor’s employment, has previously failed to               Product, shall be valid or binding against Authorized User(s) unless
perform satisfactorily in connection with public bidding or contracts.       authorized by the Commissioner or specified in the Contract Award
                                                                             Notification. Contractor may not unilaterally modify the terms of the
35. - 37. (RESERVED)                                                         contract by affixing additional terms to Product upon delivery (e.g.,
38. CONTRACT CREATION / EXECUTION Except for                                 attachment or inclusion of standard pre-printed order forms, product
contracts governed by Article 11-B of the State Finance Law, upon            literature, “shrink wrap” terms accompanying or affixed to Product)
receipt of all required approvals a Contract shall be deemed executed        or by incorporating such terms onto Contractor’s order or fiscal
and created upon the Commissioner’s mailing or electronic                    forms, or other documents forwarded by the Contractor for payment.
communication to the address set forth in the Contract of: i) a Letter       Acceptance of Product or processing of such documentation on forms
of Acceptance; ii) a fully executed Contract; or iii) a Purchase Order       furnished by the Contractor for approval or payment does not
authorized by the Commissioner.                                              constitute acceptance of the proposed modification to terms and
                                                                             conditions.
39. PARTICIPATION IN CENTRALIZED CONTRACT The
following shall not limit or inhibit the OGS Commissioner’s                  41. SCOPE CHANGES
authority under State Finance Law, Section 163 (10) (e)                      The Commissioner reserves the right, unilaterally, to require by
(Piggybacking):                                                              written order, changes altering, adding to or deducting from the
                                                                             Contract specifications, such changes to be within the general scope
a.    Agencies All State Agencies may utilize and purchase under             of the Contract. The Commissioner may make an equitable
any State centralized Contract let by the Office of General Services         adjustment in the contract price or delivery date if the change affects
Procurement Services Group, unless the Contract limits purchases to          the cost or time of performance. Such equitable adjustments require
specific State Agencies.                                                     the consent of the Contractor, which consent shall not be
                                                                             unreasonably withheld.
b.    Non-State Agency Authorized Users Authorized Users other
than State Agencies are permitted to make purchases through State            42. ESTIMATED / SPECIFIC QUANTITY CONTRACTS
centralized contracts where permitted by law, the Contract or the            Estimated quantity contracts are expressly agreed and understood to
OGS Commissioner.                                                            be made for only the quantities, if any, actually ordered during the
                                                                             Contract term. No guarantee of any quantity(s) is implied or given.
c.     Voluntary Extension Purchase Orders issued against a State            Contracts for services and technology are completely voluntary as to
centralized Contract by any Authorized User not provided for by law          use, and therefore no quantities are guaranteed.
shall be honored by the Contractor at its discretion and only with the
approval of the OGS Commissioner and any other approvals required            With respect to any specific quantity stated in the contract, the
by law. Contractors are encouraged to voluntarily extend service             Commissioner reserves the right after award to order up to 20% more
contracts to those additional entities authorized to utilize commodity       or less (rounded to the next highest whole number) than the specific
contracts under Section 163 (3) (a) (iv) of the State Finance Law,           quantities called for in the contract. Notwithstanding the foregoing,
which would comprise all entities authorized under prior laws.               the Commissioner may purchase greater or lesser percentages of
                                                                             contract quantities should the Commissioner and Contractor so agree.
d.     Responsibility for Performance Participation in New York              Such agreement may include an equitable price adjustment.
State centralized contracts by Authorized Users is permitted upon the
following conditions: a) the responsibility with regard to performance       43. BEST PRICING OFFER
of any contractual obligation, covenant, condition or term thereunder        Price Decreases shall take effect automatically during the Contract
by any Authorized User other than State Agencies shall be borne and          term and apply to Purchase Orders submitted on or after:
is expressly assumed by such Authorized User and not by the State;
b) a breach of the Contract by any particular Authorized User shall


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a.    GSA Changes: Where NYS Net Prices are expressly based on             the Commissioner as to compliance with delivery terms shall be final.
an approved GSA Schedule, the date the approved GSA Schedule               The burden of proof for delay in receipt of Purchase Order shall rest
pricing decreases during the Contract term; or                             with the Contractor. In all instances of a potential or actual delay in
                                                                           delivery, the Contractor shall immediately notify the Commissioner
b.    Commercial Price List Reductions: Where NYS Net Prices               and the Authorized User, and confirm in writing the explanation of
are expressly based on a discount from Contractor’s list prices, the       the delay, and take appropriate action to avoid any subsequent late
date Contractor lowers its list pricing to its customers generally or to   deliveries. Any extension of the time for delivery must be requested
similarly situated government customers during the Contract term; or       in writing by the Contractor and approved in writing by the
c.     Special Offers/Promotions Generally: Where Contractor               Commissioner. Failure to meet such time schedule may be grounds
generally offers, as part of its standard pricing, more advantageous       for cancellation of the order or, in the Commissioner’s discretion, the
special price promotions or special discount pricing to other similarly    Contract.
situated customers during the Contract term for a similar quantity,        46. WEEKEND & HOLIDAY DELIVERIES Unless otherwise
and the maximum price or discount associated with such offer or            specified by the Authorized User, deliveries will not be scheduled for
promotion is better than the discount or net price otherwise available     Saturdays, Sundays or legal holidays observed by the State of New
under this Contract, such better price or discount shall apply for         York except where an emergency exists or the delivery is a
similar quantity transactions for the life of such general offer or        replacement or is late, in which event the convenience of the
promotion.                                                                 Authorized User shall govern.
d.    Special Offers/Promotions to Authorized Users: Contractor            47. SHIPPING / RECEIPT OF PRODUCT
may offer Authorized Users, under either the Contract or any other         a.    Packaging Tangible Product shall be securely and properly
Contracting vehicle, competitive pricing which is lower than the NYS       packed for shipment, storage and stocking in appropriate, clearly
Net Price set forth herein at any time during the Contract term and        labeled shipping containers and according to accepted commercial
such lower pricing shall not be applied as a global price reduction        practice, without extra charge for packing materials, cases or other
under the Contract pursuant to the foregoing paragraph (c).                types of containers. The container shall become and remain the
                                                                           property of the receiving entity.
44. PURCHASE ORDERS Unless otherwise authorized in
writing by the Commissioner, no Products are to be delivered or            b.     Shipping Charges Unless otherwise stated in the Bid
furnished by Contractor until transmittal of an official Purchase          Specifications, all deliveries shall be deemed to be FOB destination
Order from the Authorized User. Unless terminated or canceled              to the delivery address specified on the Purchase Order. Even where
pursuant to the authority vested in the Commissioner, Purchase             the specifications permit Product to be purchased at a price FOB
Orders shall be effective and binding upon the Contractor when             shipping point plus transportation charges, it is understood not to
placed in the mail or electronically transmitted prior to the              relieve the Contractor from responsibility for safe and proper
termination of the Contract period, addressed to the Contractor at the     delivery. Contractor shall be responsible for insuring that the Bill of
address for receipt of orders set forth in the Contract or the Contract    Lading states “charges prepaid” for all shipments.
Award Notification.
                                                                           c.     Receipt of Product The Contractor shall be solely responsible
All Purchase Orders issued pursuant to contracts let by the                for assuring that deliveries are made to personnel authorized to accept
Commissioner must bear the appropriate contract number and, if             delivery on behalf of the Authorized User. Any losses resulting from
necessary, required State approvals. Unless otherwise specified, all       the Contractor’s failure to deliver Product to authorized personnel
Purchase Orders against centralized contracts will be placed by            shall be borne exclusively by the Contractor.
Authorized Users directly with the Contractor and shall be deemed to
incorporate the terms and conditions set forth in this Contract by         48. RISK OF LOSS Notwithstanding the form of shipment, risk of
reference. Should an Authorized User add pre-printed terms and             loss shall not pass from the Contractor to the Authorized User until
conditions to the purchase order that conflict with the terms and          the Products have been received and inspected by the receiving
conditions of this contract, the Contractor has the option of rejecting    entity. Acceptance shall occur within the acceptance period specified
the order after first attempting to negotiate the additional pre-printed   in this Appendix B-2, or such other period of time mutually agreed to
terms and conditions in good faith with the Authorized User, or of         by Authorized User and Contractor. Mere acknowledgment by
filling the order. Any discrepancy between the terms stated on the         Authorized User personnel of the delivery or receipt of goods (e.g.,
Contractor’s order form, confirmation or acknowledgment, and the           signed bill of lading) shall not be deemed or construed as acceptance
Contract terms shall be resolved in favor of the terms most favorable      of the Products. Any delivery of Product which is substandard or
to the Authorized User.                                                    does not comply with the Contract terms, may be rejected or accepted
                                                                           on an adjusted price basis, as determined by the Commissioner.
The Purchase Order shall indicate the address for delivery of the
Product. Authorized User shall confirm pricing, supported hardware         49- 50.   (RESERVED)
platforms and model availability with Contractor prior to placement        51. REJECTED PRODUCT When Product is rejected, due to
of orders. Contractor’s order form shall, at a minimum, contain the        warranty non-conformance or declined after evaluation, it must be
NYS Product reference number, license type, price, and must                removed by the Contractor from the premises of the receiving entity
separately itemize quantities for software, documentation, and             within ten calendar days of notification of rejection by Authorized
services. The State reserves the right to require any other information    User. Removal may be accomplished by Contractor by providing a
from the Contractor, which the State deems necessary in order to           pre-paid self-addressed mailer for the return of Software to the
verify any Purchase Order placed under the Contract.                       Contractor. Upon request from Contractor, Authorized User shall
45. PRODUCT DELIVERY Delivery must be made as ordered                      certify in writing that the Product has been removed from all
to the address specified on the Purchase Order and in accordance           computer systems and all related documentation has been returned to
with the terms of the Contract. Unless otherwise specified by the          the Contractor. Upon rejection notification, risk of loss to rejected or
Authorized User, delivery shall be made within thirty calendar days        non-conforming Product shall remain with Contractor. Rejected items
after receipt of a Purchase Order by the Contractor. The decision of       not removed by the Contractor within ten calendar days of
                                                                           notification may be disposed of by the Authorized User. The

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Contractor shall promptly reimburse the Authorized User for any and
all reasonable costs and expenses incurred in storage or effecting                b. For Convenience: This Contract may be cancelled at any
removal or disposition.                                                           time by the State for convenience upon thirty (30) days written
                                                                                  notice without penalty or other early termination charges due.
52- 54.   (RESERVED)                                                              Such cancellation shall not affect the validity of Purchase Orders
55. EMPLOYEES / SUBCONTRACTORS / AGENTS All                                       placed prior to cancellation. Such cancellation of the Contract
employees, subcontractors or agents performing work under the                     shall not affect any project or Purchase Order which has been
Contract must be trained technicians who meet or exceed the technical             issued under the Contract prior to the date of such termination.
and training qualifications set forth in the Contract, and must comply            A Purchase Order may be terminated for convenience by the
with all security and administrative requirements of the Authorized               Commissioner or an Authorized User pursuant to Section 14.1
User. The Commissioner reserves the right to conduct a security                   of the Master Agreement.
background check or otherwise approve any employee or agent                  60. SAVINGS / FORCE MAJEURE The Contractor shall not be
furnished by Contractor and to refuse access to or require replacement of    responsible for delay resulting from its failure to perform if neither
any personnel for cause, including but not limited to, technical or          the fault nor negligence of the Contractor, its officers, employees or
training qualifications, quality of work or change in security status or     agents contributed to such delay and the delay is due directly to acts
non-compliance with Authorized User’s security or other requirements.        of God, wars, acts of public enemies, strikes, fires or floods, or other
Such approval shall not relieve the Contractor of the obligation to          similar cause beyond the control of the Contractor, or for any of the
perform all work in compliance with the Contract terms. The                  foregoing which affect subcontractors or suppliers and no alternate
Commissioner reserves the right to reject and/or bar from the facility for   source of supply is available to the Contractor. In such event,
cause any employee, subcontractor, or agents of the Contractor.              Contractor shall notify the Commissioner, by certified or registered
56. ASSIGNMENT / SUBCONTRACTORS Contractor shall                             mail, of the delay or potential delay and the cause(s) thereof either (a)
not assign, transfer, convey, sublet, or otherwise dispose of the            within ten (10) calendar days after the cause which creates or will
Contract or its right, title or interest therein, or its power to execute    create the delay first arose if the Contractor could reasonably foresee
such Contract to any other person, company, firm or corporation in           that a delay could occur by reason thereof, or (b) if delay is not
performance of the Contract, other than the assignment of the right to       reasonably foreseeable, within five (5) calendar days after the date
receive money due, without the prior written consent of the Issuing          the Contractor first had reason to believe a delay could result. The
Entity. Prior to an assignment of the right to receive moneys                foregoing shall constitute the Contractor’s sole remedy or excuse
becoming effective, Contractor shall file written notice of such             with respect to such delay. In the event performance is suspended or
assignment simultaneously with the NYS Comptroller, the                      delayed, in whole or in part, by reason of any of the aforesaid causes
Commissioner, and participating Authorized User(s).                          or occurrences and proper notification is given the Commissioner,
                                                                             any performance so suspended or delayed shall be performed by the
The Commissioner reserves the right to reject any proposed                   Contractor at no increased cost, promptly after such disabilities have
subcontractor, assignee or supplier for bona fide business reasons,          ceased to exist unless it is determined in the sole discretion of the
which may include, but are not limited to: that the proposed                 Commissioner that the delay will significantly impair the value of the
transferee is on the Department of Labor’s list of companies with            Contract to the State or to Authorized Users, whereupon the
which New York State cannot do business; the Commissioner                    Commissioner may:
determines that the company is not qualified; unsatisfactory Contract
performance or service has been previously provided; or attempts             a.    Accept allocated performance or deliveries from the
were not made to solicit minority and women’s business enterprises           Contractor. The Contractor, however, hereby agrees to grant
(M/WBE) bidders for the subcontract. Contractor’s request to assign          preferential treatment to State Agencies with respect to Product
shall not be unreasonably withheld.                                          subjected to allocation; and/or

57. PERFORMANCE / BID BOND The Issuing Entity reserves                       b.    Purchase from other sources (without recourse to and by the
the right to require the Bidder/Contractor to furnish without                Contractor for the costs and expenses thereof) to replace all or part of
additional cost, a performance, payment or bid bond or negotiable            the Products which are the subject of the delay, which purchases may
irrevocable letter of credit or other form of security for the faithful      be deducted from the Contract quantity; or
performance of the Contract. Where required, such bond or other              c.     Terminate the Contract or the portion thereof which is subject
security shall be in the form prescribed by the Commissioner.                to delivery delays, and thereby discharge any unexecuted portion of
58. SUSPENSION OF WORK The Commissioner, in his/her                          the Contract or the relative part thereof.
sole discretion, reserves the right to suspend any or all activities         In addition, the Commissioner reserves the right, with Contractor’s
under this Contract, at any time, in the best interests of the State or      consent, which consent shall not unreasonably be withheld, to make
Issuing Entity. In the event of such suspension, the Contractor will         an equitable adjustment in the Contract terms and/or pricing should
be given a formal written notice outlining the particulars of such           extreme and unforeseen volatility in the marketplace affect pricing or
suspension. Examples of the reason for such suspension include, but          the availability of supply. "Extreme and unforeseen volatility in the
are not limited to, a budget freeze on State spending, declaration of        marketplace" is defined as market circumstances which meet the
emergency, or other such circumstances. Upon issuance of such                following criteria: (1) the volatility is due to causes outside the
notice, the Contractor is not to accept any Purchase Orders, and shall       control of Contractor; (2) the volatility affects the marketplace or
comply with the Suspension Order. Activity may resume at such                industry, not just the particular contract source of supply; (3) the
time as the Commissioner issues a formal written notice authorizing a        effect on pricing or availability of supply is substantial; and (4) the
resumption of work.                                                          volatility so affects Contractor's performance that continued
                                                                             performance of the Contract would result in a substantial loss.
59. CANCELLATION
                                                                             61. CONTRACT               BILLINGS       Contractor       and     the
     a. For Cause                                                            distributors/resellers designated by Contractor, if any, shall provide
      See Article 14.2 and 14.3 of Master Contract                           complete and accurate billing invoices to each Authorized User in


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order to receive payment. Billings for Agencies must contain all          whole or in part at the discretion of the Commissioner. Should the
information required by the Comptroller. The Comptroller shall            amount withheld be finally paid, a cash discount originally offered
render payment for Agency purchases, and such payment shall be            may be taken as if no delay in payment had occurred.
made in accordance with ordinary State procedures and practices.
Payment of Contract purchases made by Authorized Users other than         b.    Deduction / Credit Sums due as a result of these remedies
Agencies shall be billed directly by Contractor on invoices/vouchers,     may be deducted or offset by the State or Authorized User from
together with complete and accurate supporting documentation as           payments due, or to become due, the Contractor on the same or
required by the Authorized User.                                          another transaction. If no deduction or only a partial deduction is
Submission of an invoice and payment thereof shall not preclude the       made in such fashion the Contractor shall pay to the State or
Commissioner from reimbursement or demanding a price adjustment           Authorized User the amount of such claim or portion of the claim still
in any case where the Product delivered is found to deviate from the      outstanding, on demand. The Commissioner reserves the right to
terms and conditions of the Contract.                                     determine the disposition of any rebates, settlements, restitution,
                                                                          liquidated damages, etc., which arise from the administration of the
62. DEFAULT - AUTHORIZED USER An Authorized User’s                        Contract.
breach shall be individual and shall not be deemed a breach of the
centralized Contract. In the event a participating Authorized User        c.    Fee Refund In the event that a Purchase Order is cancelled for
fails to make payment to the Contractor for Products delivered,           breach, Authorized User shall be entitled to a refund of any fees paid
accepted and properly invoiced, within 60 days of such delivery and       by Authorized User for usage or services prospectively from the date
acceptance, the Contractor may, upon 10 days advance written notice       of breach.
to both the Commissioner and the Authorized User’s purchasing
official, suspend additional shipments of Product or provision of         65. ASSIGNMENT OF CLAIM Contractor hereby assigns to the
services to such entity until such time as reasonable arrangements        State any and all its claims for overcharges associated with this
have been made and assurances given by such entity for current and        Contract which may arise under the antitrust laws of the United
future Contract payments.                                                 States, 15 U.S.C. Section 1, et seq. and the antitrust laws of the State
                                                                          of New York, G.B.L. Section 340, et seq.
Notwithstanding the foregoing, the Contractor shall, at least 10 days
prior to declaring a breach of Contract by any Authorized User, by        66.   (RESERVED)
certified or registered mail, notify both the Commissioner and the        67. INDEPENDENT CONTRACTOR It is understood and
purchasing official of the breaching Authorized User of the specific      agreed that the legal status of the Contractor, its agents, distributors,
facts, circumstances and grounds upon which a breach will be              resellers, officers and employees under this Contract is that of an
declared. It is understood, however, that if the Contractor’s basis for   independent contractor, and in no manner shall they be deemed
declaring a breach is insufficient, the Contractor’s declaration of       employees of the State or Authorized User, and therefore are not entitled
breach and failure to service an Authorized User shall constitute a       to any of the benefits associated with such employment. The Contractor
breach of its Contract and the State or Authorized User may               agrees, during the term of this Contract, to maintain at Contractor’s
thereafter utilize any remedy available at law or equity.                 expense those benefits to which its employees would otherwise be
63. INTEREST ON LATE PAYMENTS                                             entitled by law, including health benefits, and all necessary insurance for
a.    State Agencies The payment of interest on certain payments          its employees, including worker’s compensation, disability and
due and owed by a State agency may be made in accordance with             unemployment insurance, and to provide the Authorized User with
Article 11-A of State Finance Law and Title 2 of the New York Code        certification of such insurance upon request. The Contractor remains
of Rules and Regulations, Part 18 (Implementation of Prompt               responsible for all applicable federal, state and local taxes, and all FICA
Payment Legislation).                                                     contributions.

b.    By Non-State Agencies The terms of Article 11-A apply only          68. SECURITY / CONFIDENTIALITY Contractor warrants,
to procurements by and the consequent payment obligations of State        covenants and represents that it will comply fully with all security
Agencies. Neither expressly nor by any implication is the statute         procedures of the State and any Authorized User(s) in performance of
applicable to non-State Authorized Users. Neither is the Office of        the Contract.
General Services nor the Office of the State Comptroller responsible      Contractor further warrants, covenants and represents that any
for payments on any purchases made by a Non-State Agency                  confidential information obtained by Contractor, its agents,
Authorized User.                                                          subcontractors, officers, distributors, resellers or employees in the
c.    By Contractor Should the Contractor be liable for any               course of performing its obligations, including without limitation,
payments to the State hereunder, interest, late payment charges and       security procedures, business operations information, or commercial
collection fee charges will be determined and assessed pursuant to        proprietary information in the possession of the State or any
Section 18 of the State Finance Law.                                      Authorized User hereunder or received from another third party, will
                                                                          not be divulged to any third parties. Contractor shall not be required
64. REMEDIES FOR BREACH                                                   to keep confidential any such confidential material which is publicly
 It is understood and agreed that all rights and remedies afforded        available through no fault of Contractor, independently developed by
below shall be in addition to all remedies or actions otherwise           Contractor without reliance on confidential information of the State
authorized or permitted by law or in the Master Contract. In the event    or Authorized User, or otherwise obtained under the Freedom of
of Contractor’s material breach, which remains uncured for more           Information Act or other applicable New York State Laws and
than thirty (30) days after written notice to the Contractor, the         Regulations. This warranty shall survive termination of this
Commissioner may pursue any of the actions in a through c below:          Contract. Contractor further agrees to take appropriate steps as to its
                                                                          personnel, agents, officers and any subcontractors regarding the
See Section 14.2(c) of the Master Contract                                obligations arising under this clause to insure such confidentiality.

a.   Withholding of Payment(s) In any case where a question of            69. COOPERATION WITH THIRD PARTIES The Contractor
non-performance by Contractor arises, payment may be withheld in          shall be responsible for fully cooperating with any third party,

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including but not limited to subcontractors of the Authorized User,        of restricting use is not available, the fees due Contractor shall not
relating to delivery of product or coordination of services.               exceed the fees otherwise payable for a single license for the upgrade
                                                                           capacity.
70. CONTRACT TERM - RENEWAL In addition to any stated
renewal periods in the Contract, any Contract or unit portion thereof      c.     Restricted Use By Outsourcers / Facilities Management,
let by the Commissioner may be extended by the Commissioner for            Service Bureaus / or Other Third Parties Outsourcers, facilities
an additional period(s) of up to one year (cumulatively) with the          management or service bureaus retained by Licensee or any third
written concurrence of the Contractor.                                     party with whom a Licensee has a relationship for a state function or
                                                                           business operation, (e.g., JAVA Applets), shall have the temporary
71. WARRANTIES                  Where    Contractor    or    Product       right to use the Product to maintain Licensee’s business operations,
manufacturer/developer generally offers to a broad band of customers       including data processing, for the time period that they are engaged in
pursuant to a broad offering or marketing campaign additional or           such activities, provided that: 1) Licensee gives notice to Contractor
more advantageous warranties than set forth below, Contractor shall        of such party, site of intended use of the Product, and means of
offer or pass through any such warranties to Authorized Users.             access; and 2) such party has executed, or agrees to execute, the
Contractor hereby warrants and represents that:                            Product manufacturer’s standard nondisclosure or restricted use
See Article 11 of the Master Contract                                      agreement which executed agreement shall be accepted by the
                                                                           Contractor (“Non-Disclosure Agreement”); and 3) if such party is
 a.   The warranties set forth herein shall survive any termination of     engaged in the business of facility management, outsourcing, service
the Contract for individual projects in accordance with the stated         bureau or other services, such third party will maintain a logical or
warranty term(s).                                                          physical partition within its computer system so as to restrict use and
                                                                           access to the program to that portion solely dedicated to beneficial
72. YEAR 2000 WARRANTY                 See Article 11 of the Master        use for Licensee; and (4) such party is not a competitor of Contractor.
Contract                                                                   In no event shall Licensee assume any liability for third party’s
                                                                           compliance with the terms of the Non-Disclosure Agreement, nor
73. SOFTWARE LICENSE GRANT See Sections 7.2. and 7.3                       shall the Non-Disclosure Agreement create or impose any liabilities
of the Master Contract.                                                    on the State or Licensee.
a.     Product Technical Support & Maintenance Licensee shall              d.    Archival Back-Up and Disaster Recovery Licensee may use
have the option of electing the Product technical support and              and copy the Product and related End-User Reference Manuals in
maintenance (“maintenance”) set forth in the Master Contract by            connection with: 1) reproducing a reasonable number of copies of
giving written notice to Contractor any time during the Centralized        the Product for archival backup and disaster recovery procedures in
Contract term. Maintenance term(s) and any renewal(s) thereof are          the event of destruction or corruption of the Product or disasters or
independent of the expiration of the centralized Contract term and         emergencies which require Licensee to restore backup(s) or to initiate
will not automatically renew.                                              disaster recovery procedures for its platform or operating systems; 2)
See Attachment 7 to the Master Contract                                    reproducing a reasonable number of copies of the Product and related
.                                                                          documentation for cold site storage. “Cold Site” storage shall be
Authorized User shall not be required to purchase maintenance for          defined as a restorable back-up copy of the Product not to be installed
use of Product, and may discontinue maintenance at the end of any          until and after the declaration by the Licensee of a disaster; 3)
current maintenance term upon notice to Contractor. In the event that      reproducing a back-up copy of the Product to run for a reasonable
Authorized User does not initially acquire or discontinues                 period of time in conjunction with a documented consolidation or
maintenance of licensed Product, it may, at any time thereafter,           transfer otherwise allowed under this section #73. “Disaster
reinstate maintenance for Product without any additional penalties or      Recovery” shall be defined as the installation and storage of Product
other charges, by paying Contractor the amount which would have            in ready-to-execute, back-up computer systems prior to disaster or
been due under the Contract for the period of time that such               breakdown which is not used for active production or development.
maintenance had lapsed, at then-current NYS net maintenance rates.
                                                                           e.    Confidentiality Restrictions The Product is a trade secret,
b        Permitted License Transfers          As Licensee’s business       copyrighted and proprietary product. Licensee and its employees will
operations may be altered, expanded or diminished, licenses granted        keep the Product strictly confidential, and Licensee will not disclose
hereunder may be transferred or combined for use at an alternative or      or otherwise distribute or reproduce any Product to anyone other than
consolidated site not originally specified in the license, including       as authorized under the terms of Contract. Licensee will not remove
transfers between Agencies (“permitted license transfers”).                or destroy any proprietary markings of Contractor.
Licensee(s) do not have to obtain the approval of Contractor for
permitted license transfers, but must give thirty (30) days prior          f.     Restricted Use by Licensee Except as expressly authorized
written notice to Contractor of such move(s) and certify in writing        by the terms of license, Licensee shall not:
that the Product is not in use at the prior site. There shall be no             i. Copy the Product;
additional license or other transfer fees due Contractor, provided that:        ii. Cause or permit reverse compilation or reverse assembly of
i) the maximum capacity of the consolidated machine is equal to the                  all or any portion of the Product;
combined individual license capacity of all licenses running at the             iii. Export the Licensed Software in violation of any U.S.
consolidated or transferred site (e.g., named users, seats, or MIPS) ;               Department of Commerce export administration
or ii) if the maximum capacity of the consolidated machine is greater                regulations.
than the individual license capacity being transferred, a logical or
physical partition or other means of restricting access will be            74.   PRODUCT ACCEPTANCE See Article 8 of Master Contract.
maintained within the computer system so as to restrict use and            75.       AUDIT OF LICENSED PRODUCT USAGE Contractor
access to the Product to that unit of licensed capacity solely dedicated   shall have the right to periodically audit, no more than annually, at
to beneficial use for Licensee. In the event that the maximum              Contractor’s expense, use of licensed Product at any site where a
capacity of the consolidated machine is greater than the combined          copy of the Product resides provided that: i) Contractor gives
individual license capacity of all licenses running at the consolidated    Licensee(s) at least thirty (30) days advance written notice, ii) such
or transferred site, and a logical or physical partition or other means

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audit is conducted during such party’s normal business hours, iii) the        78. MIGRATION              TO      CENTRALIZED            CONTRACT
audit is conducted by an independent auditor chosen on mutual                 Authorized User may obtain additional Product authorized under this
agreement of the parties. Contractor shall recommend a minimum of             Contract, (e.g., licensed capacity upgrades, new releases,
three (3) auditing/accounting firms from which the Licensee will              documentation, maintenance, consulting or training) whether or not
select one (1). In no case shall the Business Software Alliance               Product was initially obtained independently of this Contract. The
(BSA), Software Publishers Association (SPA) or Federation Against            Authorized User’s election to obtain additional Product shall not
Software Theft (FAST) be used directly or indirectly to conduct               operate to diminish, alter or extinguish rights previously granted.
audits, or recommended by Contractor; iv) Contractor and Licensee
are each entitled to designate a representative who shall be entitled to      79.        PRODUCT VERSION Purchase Orders shall be deemed
participate, and who shall mutually agree on audit format, and                to reference Contractor's most recently released model or version of
simultaneously review all information obtained by the audit. Such             the Product at time of order, unless an earlier model or version is
representatives also shall be entitled to copies of all reports, data or      specifically requested in writing by Authorized User and Contractor
information obtained from the audit; and v) if the audit shows that           is willing to provide such version.
such party is not in compliance, Licensee shall be required to                80. CHANGES TO PRODUCT OR SERVICE OFFERINGS
purchase additional licenses or capacities necessary to bring it into         a. Product or Service Discontinuance Where Contractor is the
compliance and shall pay for the unlicensed capacity at the NYS Net           Product Manufacturer/Developer, and Contractor publicly announces
Price in effect at time of audit, or if none, then at the Contractor’s        to all U.S. customers (“date of notice”) that a Product is being
U.S. Commercial list price.        Once such additional licenses or           withdrawn from the U.S. market or that maintenance service or
capacities are purchased, Licensee shall be deemed to have been in            technical support provided by Contractor (“withdrawn support”) is no
compliance retroactively, and Licensee shall have no further liability        longer going to be offered, Contractor shall be required to: (1) notify
of any kind for the unauthorized use of the software.                         the Commissioner, each Licensee and each Authorized User then
76.        OWNERSHIP / TITLE TO PRODUCTS See Sections                         under contract for maintenance or technical support in writing of the
7.2, 7.3 and 7.4 of the Master Contract                                       intended discontinuance; and (2) continue to offer Product or
                                                                              withdrawn support upon the Contract terms previously offered for the
                                                                              greater of: a) the best terms offered by Contractor to any other
a. Transfers or Assignments of Existing or Custom Products by an              customer, or b) not less than twelve (12) months from the date of
Authorized User: An Authorized User may transfer or assign existing           notice; and (3) at Authorized User’s option, provided that the
or custom Products and the licenses thereunder to another Authorized          Authorized User is under contract for maintenance on the date of
User pursuant to a governmental reorganization or assignment of               notice, either: a) provide the Authorized User with either a Product
functions under which the pertinent functions of such Authorized User         replacement or migration path with at least equivalent functionality at
are transferred to a successor. Nothing herein shall preclude the             no additional charge, or b) provide Authorized User with the source
Contractor from otherwise using the related or underlying general             code for Licensed Product at no additional charge to enable
knowledge, skills, ideas, concepts, techniques and experience                 Authorized User to continue use and maintenance of the Product.
developed under a project or work plan in the course of Contractor’s
business.                                                                     In the event that the Contractor is not the Product Manufacturer,
                                                                              Contractor shall be required to: (1) provide the notice required under
b. Transfers of Assignments of Existing or Custom products by an              (1), above, to the entities described within ten(10) business days of
Authorized User to a Third Party Financing Agent:                             Contractor receiving notice from the Product Manufacturer, and (2)
It is understood and agreed by the parties that a condition precedent to      include in such notice the period of time from the date of notice that
the consummation of the purchase(s) under the Project Definition may          the Product Manufacturer will continue to provide Product or
be the obtaining of acceptable third party financing by the Authorized        withdrawn support.
User. The Authorized User shall make the sole determination of the
acceptability of any financing proposal. Where financing is used,             The provisions of this paragraph (a) shall not apply or eliminate
Authorized User may assign or transfer its rights in Licensed Products        Contractor’s obligations where withdrawn support is being provided
(existing or custom) to a third party financing entity or trustee             by an independent subcontractor.          In the event that such
("Trustee") as collateral where required by the terms of the financing        subcontractor ceases to provide service, Contractor shall be
agreement. Trustee's sole rights with respect to transferability or use of    responsible for subcontracting such service, subject to state approval,
Licensed Products shall be to exclusively sublicense to Authorized User       to an alternate subcontractor.
all of the rights in licensed products that the Authorized User would         b. Product or Service Re-Bundling* In the event that Contractor is
have had prior to the transfer or assignment a third party financing entity   the Product manufacturer and publicly announces to all U.S.
or trustee; provided, further, however, in the event of any termination or    customers (“date of notice”) that a Product or maintenance or
expiration of such sublicense by reason of payment in full, all of the        technical support offering is being re-bundled in a different manner
third party financing entity or Trustee's rights in such Licensed Product     from the structure or licensing model of the prior U.S. commercial
shall terminate immediately and Authorized User's prior rights to such        offering, Contractor shall be required to: (1) notify the State and each
Existing Licensed Product shall be revived.                                   Authorized User in writing of the intended change; (2) continue to
                                                                              provide Product or withdrawn support upon the same terms and
77. PROOF OF LICENSE The Contractor must provide to each                      conditions as previously offered on the then-current NYS Contract
Licensee who places a Purchase Order either: a) the Product                   for the greater of: a) the best terms offered by Contractor to any other
developer’s certified License Confirmation Certificates in the name           customer, or b) not less than twelve (12) months from the date of
of such Licensee; or b) a written confirmation from the proprietary           notice; and (3) shall submit the proposed rebundling change to the
owner accepting Product invoice as proof of license. Contractor               Commissioner for approval prior to its becoming effective for the
shall submit a sample certificate, or alternatively such written              remainder of the Contract term. *The provisions of this section do
confirmation from the proprietary developer. Such certificates must           not apply if the Contractor is not the Product manufacturer.
be in a form acceptable to the Licensee.                                      81. NO HARDSTOP / PASSIVE LICENSE MONITORING
                                                                              Unless an Authorized User is otherwise specifically advised to the


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contrary in writing at the time order and prior to purchase, Contractor
hereby warrants and represents that the Product and all Upgrades do
not and will not contain any computer code planted by Contractor
that would disable the Product or Upgrades or impair in any way its
operation based on the elapsing of a period of time, exceeding an
authorized number of copies, advancement to a particular date or
other numeral, or other similar self-destruct mechanisms (sometimes
referred to as “time bombs”, “time locks”, or “drop dead” devices) or
that would permit Contractor to access the Product to cause such
disablement or impairment (sometimes referred to as a “trap door”
device). Contractor agrees that in the event of a breach or alleged
breach of this provision that Authorized User shall not have an
adequate remedy at law, including monetary damages, and that
Authorized User shall consequently be entitled to seek a temporary
restraining order, injunction, or other form of equitable relief against
the continuance of such breach, in addition to any and all remedies to
which Authorized User shall be entitled. Contractor shall make an
inquiry with respect to whether any Third-Party Software furnished
to Authorized User by or through Contractor contains any disabling
code, and shall notify Authorized User accordingly pursuant to
Section 11.3 of the Master Contract.
82. SOURCE CODE ESCROW FOR LICENSED PRODUCT
See Section 7.5 of Master Contract.

In the event that there is an established escrow arrangement with a
designated escrow agent then, with respect to products sold by the
Contractor to the State of New York, the Contractor shall make best
efforts to negotiate or have negotiated an amendment of the
established escrow agreement with the designated escrow agent to
reflect that disputes regarding any right that the State of New York
may have related to the source code: (a) shall be governed by the
laws of the State of New York except where the Federal supremacy
clause requires otherwise; and (b) may not be submitted to binding
arbitration, but must, instead be heard in a court of competent
jurisdiction of the State of New York. Except as to the amendments
sought to the established escrow agreement in this section 82, nothing
herein shall be construed as an agreement by the State of new York to
otherwise be bound by the terms and conditions of the established
escrow agreement.
The State may release the Source Code to Licensees under this
Contract who have licensed Product or obtained services, who may
use such copy of the Source Code to maintain the Product.
83.    INDEMNIFICATION             &    LIMITATION                  OF
LIABILITY See Article 13 of Master Agreement.




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                       APPENDIX D
CONTRACT UPDATE FORM (FOR PRODUCT AND PRICING UPDATES)




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                                  STATE OF NEW YORK
                   EXECUTIVE DEPARTMENT - OFFICE OF GENERAL SERVICES
                             PROCUREMENT SERVICES GROUP
                                 Corning Tower – 37th Floor
                                     Empire State Plaza
                                  Albany, New York 12242


                                      CONTRACT UPDATE FORM
OGS                         CONTRACT DATE                                          OF
NO.:___________________                   SUBMISSION:______________________
CONTRACT PERIOD:                          VENDOR CONTACT:
From:                 ______________To:          NAME:______________________
________________                                 PHONE NO:__________________
                                                 FAX NO.:____________________
GROUP                 NO.             &          E-MAIL:_____________________
DESCRIPTION:_____________
____________________________________
_____
NOTE: Submission of this FORM does not constitute acceptance by the State of New York
until approved by the appropriate New York State representative(s).

INSTRUCTIONS:

1.   This form is to be used for all contract updates. The form is to be completed in triplicate and submitted to
     the OGS Procurement Services Group for final approval. Vendors shall complete, sign, and notarize
     where indicated, and attach this form to a cover letter written on standard company letterhead. Any
     submission that is not complete or signed in triplicate will be rejected.

2.   Contractor may be required to submit the Product and price information for the update in an
     Excel spreadsheet format in hard copy and on a floppy disk and/or electronically via e-mail
     to the OGS Purchasing Officer.

3.   To expedite the processing of updates that qualify as Auto Adds, do not combine Auto Adds
     with Regular or Special Adds. If more than one type of update is being submitted, they
     should be submitted as totally separate requests.

4.   The list must be dated and the format should be consistent with the format of the price list(s)
     included in the Pricing Appendix of the Contract.

5.   The contract update must be accompanied by either the GSA Price List and revised NYS Net
     Price List incorporating all changes or the US Commercial Price List and revised NYS Net
     Price List incorporating all changes, whichever is applicable.




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COMPLETE STATEMENTS 1 THROUGH 8 BELOW:

1. This request is an:                                  2. The intent of this submittal is to:
_____Auto Add                                           _____Add new products
_____Regular Add                                        _____Delete products
_____Special Add                                        _____Increase pricing
See contract for an explanation of these terms.         _____Reduce pricing
                                                        _____Amend VAR list

3. All terms and conditions of the contract             4. All discounts as agreed to in the contract
   shall apply to this request.                         shall apply.
_____Agree
_____Disagree                                           _____Agree
                                                        _____Disagree
5. All discounts are:                                   6. Attached documentation includes:
              _____GSA                                  _____Current approved GSA (labeled "For
              _____Most Favored Nation*                      information only")
                                                        _____Current commercial price list (labeled "For
*Prices offered are the lowest offered to any          information only")
similarly situated entity.                        _____Revised NYS Net Price List
7. If other than an auto-ad, describe the Nature and Purpose of the update:
______________________________________________________________________________
______________________________________________________________________________
______________________________
8. For a regular add, please explain how pricing has been restructured to customers, and/or
   identify and describe new Products or services, which fall into a new group or category that
   did not exist at the time of approval of the Contract by the New York State Comptroller. If
   not applicable, state NA:
______________________________________________________________________________
______________________________________________________________________________
______________________________




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The following CORPORATE ACKNOWLEDGEMENT statement is to be included in each of the three original
forms. The request must be signed by an individual given the authority to perform this action by the corporation’s
board of directors and the signature must be notarized.

_____________________________________
Signature of Authorized Vendor Representative:


                             CORPORATE ACKNOWLEDGMENT

   STATE OF                               }
                                  : ss.:
   COUNTY OF                      }
   On the_____day of________________in the year 20__, before me personally came:
   _________________________________________, to me known, who, being by me
   duly     sworn,    did     depose     and     say     that   he/she/they   reside(s) in
   ____________________________________________; that he/she/they is (are)
   _____________________________________________ (the President or other officer
   or      director      or      attorney      in       fact     duly      appointed)   of
   ____________________________________________, the corporation described in and
   which executed the above instrument; and that he/she/they signed his/her/their name(s)
   thereto by authority of the board of directors of said corporation.


   ________________________________________________
   Signature and Office of Person Taking Acknowledgment



                                         FOR STATE USE ONLY
             OGS APPROVAL:                                              OSC APPROVAL:
Approved______             Approved as                    Approved______
amended______ Disapproved______                           Disapproved______
Name:________________________________
____                                                      Name:________________________________
Title:_________________________________                   ____
______                                                    Title:_________________________________
Date_______________                                       ______
                                                           Date________________




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                        APPENDIX E
              REPORT OF CONTRACT PURCHASES




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Category I and Category II Optional Services Report

          Category I              6 Month              Life to Date         Life to Date       Current Tier/Fee
        Employee License         Total Sales              Total             Total Sales
           6 Month                                    Quantity Sold        This Contract
         Quantity Sold




          Category II             6 Month                                   Life to Date
        Optional Features        Total Sales                                Total Sales
                                                                           This Contract




Category II- Ancillary, Maintenance, Training and Category III Report

                      Product/                           Total               6 Month                Annual
                      Service                         Quantity Sold         Total Sales            Total Sales
                       Group




             The report is to be submitted to the Office of General Services, Procurement Services Group, Tower
      Bldg., Empire State Plaza, Albany, NY 12242, to the attention of the individual shown on the front page of
      the Contract Award Notification and shall reference the Group Number, Piggyback Agreement Number, New
      York State Contract Number, sales period, and contractor’s name.

            Failure to submit the required report may be cause for disqualification of contractor for future
      contracts.




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                     ATTACHMENT 4
                 TO MASTER CONTRACT
              SOFTWARE AND FEES SCHEDULE
              REVISION 1 , NOVEMBER 18, 2002




12/02
                                 ATTACHMENT 4

I.   MANDATORY PRICING – STATEWIDE AGGREGATION:

The Bidder must provide price quotes for each item set forth under this Section II –
Mandatory Pricing – Statewide Aggregation as follows:

Category I License Fees:

        The following table reflects a tiered pricing approach for Category I licenses. It is
        the State’s expectation that, if the selected Bidder successfully implements it
        proposed CMS solution, the State will adopt the selected Bidder’s product as a
        preferred standard available to all state agencies. The purpose of this table is to
        obtain rates based on assumption that the Bidders would be willing to offer
        greater discounts as the number of orders placed under the resultant agreement
        grew during the term of the agreement.

                  NUMBER OF EMPLOYEE
        TIER                                                 *PER TIER LICENSE FEE
                  LICENSES
        1         1 – 499                                     $ 975.00 /tier employee
        2         500 to 999                                  $ 721.00 /tier employee
        3         1000 to 1499                                $ 611.00 /tier employee
        4         1500 to1999                                 $ 526.00 /tier employee
        5         2000 to 2499                                $ 477.00 /tier employee
        6         2500 to 2999                                $ 477.00 /tier employee
        7         3000 to 3499                                $ 396.00 /tier employee
        8         3500 to 3999                                $ 396.00 /tier employee
        9         4000 to 4499                                $ 346.00 /tier employee
        10        4500 to 4999                                $ 346.00 /tier employee
        11        5000 +                                      $ 300.00 /tier employee

        *EXAMPLE: If during the third year of the agreement, Agency “X” ordered 250
        licenses and assuming that as of the point in time, 2400 licenses had been already
        ordered by other Authorized Users under the agreement, then 99 of the licenses
        ordered by Agency “X” would be prices at the Contractor’s proposed Tier 5 Per
        User Rate and the remaining 151 would be priced at the Contractor’s proposed
        Tier 6 Per User Rate.

Training Costs:




Revision I                                                                November 18, 2002
                                  ATTACHMENT 4

        The Bidder must quote a fixed all inclusive rate to cover all training services (see
        Section III item #17 of the RFP) proposed by the Bidder associated with the
        implementation of a CMS by an Authorized User. Pricing must be stated as a
        “per trainee” unit of measure. “Per Trainee” is defined as a single trainee. The
        Bidder must also indicate what effect statewide aggregation might have on that
        rate:

                                                                              Per Trainee
                                                                                $ 565.00

Category II License Fees

        The Bidder must quote a single all inclusive license fee for each of the Category
        II features specified in Section III of the RFP as set forth below:

        Item #    Category II Optional CMS Requirements                           Per User Rate*

        1         Evidence Tracking                                                    Included
        2         File Tracking                                                        Included
        3         Intelligence analysis                                                Included
        4         Seal/Unseal cases                                                    Included
        5         Customizable                                                         Included
        6         Data Exchanges:

        6A        Ability of the CMS to electronically send and accept data
                  from other internal agency systems, such transfer to be by
                  real time or batch transmittal.                                      $ 100.00

        6B        Ability of the CMS to electronically send and accept data
                  from systems external to the agency, such transfer to be
                  enabled by real time or batch transmittal.                           $ 100.00
        7         Scanning                                                             Included
        8         Document Generation/Creation:
        8A        Provides document assembly within the CMS.                           Included

        8B        Document assembly allows utilizing a word processing
                  application.                                                         $ 100.00
        9         Document Management:
        9A        Ability to electronically transmit documents created.                Included

Revision I                                                                November 18, 2002
                                   ATTACHMENT 4


        Item #       Category II Optional CMS Requirements                          Per User Rate*

        9B           Indexes such documents consistently and in coordination
                     with CMS case indexing.                                             Included

        9C           Maintains all documents related to a case in an electronic
                     folder automatically.                                               Included

        9D           Allows user to move seamlessly between CMS and the
                     document management function.                                       Included

        9E           Limit access to confidential documents in designated
                     subfolders to staff with appropriate clearance only.                Included
        10           Record Certified Mail                                               Included
        11           Data Conversion:
        11A          Automated                                                           $ 200.00
        11B          Manual                                                              Included
        12           Expunge Cases                                                       Included


Ancillary Services

        Bidders must quote a fixed hourly rate for each of the job titles set forth below.
        The rates will be used by Authorized Users and the Contractor in negotiating a
        fixed all inclusive pricing to provide additional functionality beyond the
        Categories I and II features and to design, develop and implement an Authorized
        User’s CMS. Also, if necessary, modifications design needed to comply with the
        Americans With Disabilities Act shall be developed at the Ancillary Services
        rates set forth below. Bidders must quote a fixed hourly rate for each of the job
        titles set forth below. The hourly rates quoted must be inclusive of all travel,
        meals and lodging costs.


              Job Titles             Year 1     Year 2      Year 3       Year 4       Year 5
        Project/Program Mgr.        $ 225.00   $ 225.00     $ 250.00    $ 250.00     $ 275.00
        Sr. Consultant              $ 175.00   $ 175.00     $ 200.00    $ 200.00     $ 225.00
        Consultant                  $ 145.00   $ 145.00     $ 165.00    $ 165.00     $ 180.00
        Sr. Support Aide            $ 145.00   $ 145.00     $ 165.00    $ 165.00     $ 180.00
        Support Aide                $ 125.00   $ 125.00     $ 140.00    $ 140.00     $ 160.00

Revision I                                                                  November 18, 2002
                                  ATTACHMENT 4


              Job Titles           Year 1      Year 2      Year 3       Year 4       Year 5
        Sr.
                                  $ 225.00    $ 225.00    $ 250.00     $ 250.00     $ 275.00
        Programmer/Analyst
        Programmer/Analyst        $ 145.00    $ 145.00    $ 165.00     $ 165.00     $ 180.00
        Trainer                   $ 145.00    $ 145.00    $ 165.00     $ 165.00     $ 180.00



Software Maintenance:

        The Bidder must quote an annual software maintenance fee, including escalators
        if any, to cover the requirements specified in Section III item #16 of the RFP for
        Category I and Category II features. The Bidders should also indicate what effect
        statewide aggregation might have on those rates:


        Item #    Requirements                                                Per User Rate

        All       Category I CMS Requirements                                 $ 195.00

        Item #    Category II CMS Requirements                                Per User Rate

        1         Evidence Tracking                                               Included
        2         File Tracking                                                   Included
        3         Intelligence analysis                                           Included
        4         Seal/Unseal cases                                               Included
        5         Customizable                                                    Included
        6         Data Exchanges:

        6A        Ability of the CMS to electronically send and accept
                  data from other internal agency systems, such transfer
                  to be by real time or batch transmittal.                        Included

        6B        Ability of the CMS to electronically send and accept
                  data from systems external to the agency, such
                  transfer to be enabled by real time or batch transmittal.       Included
        7         Scanning                                                        Included
        8         Document Generation/Creation:
        8A        Provides document assembly within the CMS.                      Included

Revision I                                                                 November 18, 2002
                                ATTACHMENT 4


        Item #   Category II CMS Requirements                               Per User Rate
                 Document assembly allows utilizing a word
        8B       processing application.                                       Included
        9        Document Management:
        9A       Ability to electronically transmit documents created.         Included

        9B       Indexes such documents consistently and in
                 coordination with CMS case indexing.                          Included

        9C       Maintains all documents related to a case in an
                 electronic folder automatically.                              Included

        9D       Allows user to move seamlessly between CMS and the
                 document management function.                                 Included

        9E       Limit access to confidential documents in designated
                 subfolders to staff with appropriate clearance only.          Included

        10       Record Certified Mail                                         Included

        11       Data Conversion:

        11A      Automated                                                     Included

        11B      Manual                                                        Included

        12       Expunge Cases                                                 Included




Revision I                                                               November 18, 2002
                                ATTACHMENT 4



II. OPTIONAL PRICING – CATEGORY III REQUIREMENTS:

Bidders may, but are not required to, furnish a unit price for one or more of the following
Category III features as set forth in Section III of the RFP. Should the Bidder choose to
submit pricing for one or more of these features, the Bidder’s price must include the
product and all ancillary services and must be quoted as a single, fixed, not-to-exceed
total cost per agency for each Category III element.


        Item #   Feature                                                Cost/Per Agency
        1        High Level Artificial Intelligence                            TBD
        2        Messaging                                                   Included
        3        Public access via internet                                  Included




Revision I                                                              November 18, 2002
                                          ATTACHMENT 4

                    SOFTWARE AND FEES SCHEDULE - Software, License Fees and Service Fees




Law Manager Software: (Software pricing to remain effective throughout the term of this Agreement)

Module:                                               Maximum Authorized Number of Named Users
LawManager.Pro
 Entity Manager
 Case Manager
 Calendar Manager
 Calendar Interface E-Mail Interface
Notebook Designer
Application Server
Web Server
LawManager.Net (Web Client)
Crystal Reports User License
Crystal Reports Development License
Software Total:                                       $

Main Site Address:




Base Installation Date:   (Estimate)

Services:

Services Description




Services Total:                           $


Training:
Training Services




Training Total:                                       $



Maintenance:
Annual Software Maintenance
                                              $
Estimated Total Value of Maintenance              $

Service Rates:
                                           ATTACHMENT 4



The License Fees and Services Fees set forth in this Schedule are due and payable as follows:

MILESTONE         PAYMENT          AMOUNT                     Statement of Work DELIVERABLE #

Milestone 1                                                   #
Milestone 2                                                   #
  Milestone 3                                                 #
.                                                             #
.                                                             #
.                                                             #
.                                                             #
.                                                             #
.                                                             #
.                                                             #
Final                                                         #
Acceptance                                                    Upon Final Acceptance (30 days after Rollout)


SUB TOTAL: $

GRAND TOTAL (with maintenance): $
              APPENDIX C
          MASTER CONTRACT
New York State Dept. of Taxation and Finance
                C400564
                                AGREEMENT BETWEEN
                           Department of Taxation & Finance
                                         and
                             Law Manager, Incorporated

                               Contract Number             C400564


Agreement made this 21st day of December 2001 between the New York State Department of
Taxation and Finance, (“DTF”), Building 9, W. A. Harriman State Office Building Campus, Albany,
New York 12227, and Law Manager, Inc., a Delaware corporation, having its principal place of
business at 555 North Lane, Suite 6010, Conshohocken, PA 19428 (“LMI”).

       WHEREAS, on February 5, 2001, DTF issued a request for proposals (“RFP”) seeking a
vendor to provide products, services and technology to design, develop and implement a Case
Management System (CMS) in DTF’s Office of Counsel (OOC) and Office of Tax Enforcement (OTE)
and for further potential state-wide use as indicated in the RFP;

       WHEREAS, the RFP afforded bidders discretion, within the parameters of DTF’s technical
environment, to propose the products, services and technology to best meet DTF’s needs and
requirements as set forth in the RFP;

       WHEREAS, after evaluation of all proposals received from bidders in response to the RFP,
DTF selected LMI’s proposal as providing the best value to New York State;

        WHEREAS, DTF expects LMI to provide the products, services and technology described
herein, and LMI desires to provide same;

        WHEREAS, DTF does not possess the capability to design, develop and implement the CMS
solely in-house and therefore must rely on the representations made by LMI in this Agreement, and
on the knowledge, skill and expertise of LMI in information technology matters;

       WHEREAS, the parties intend to design, develop and implement the CMS in a coordinated
manner with Knowledge Transfer from LMI to DTF so that DTF personnel will be thoroughly familiar
with the CMS;

        NOW, THEREFORE, in consideration of the mutual promises and obligations contained
herein, the parties hereto agree as follows:

Attachments are incorporated into this Agreement as if fully set forth herein.

Attachment   1   - Request for Proposals issued by DTF on February 5, 2001, (RFP #00-53)
Attachment   2   - Technical Proposal submitted on April 4, 2001
Attachment   3   - Financial Proposal submitted on April 4, 2001
Attachment   4   - Software and Fees Schedule
Attachment   5   - Statement of Work
Attachment   6   – Escrow Agreement
Attachment 7 - Maintenance Addendum
Attachment 8 - System Configuration
Attachment 9 -Secrecy Agreements



Article 1. Definitions

1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth
below:

“Approval” means written DTF approval of a Certificate of
 Completion or other agreed documentation with respect to a
 Deliverable.

“Approval Criteria” means criteria set forth in Statement (s) of Work and/or Change Order(s), which
are used to determine whether Defect(s) or Deficiencies (as defined in 8.1(b)) exist with regard to a
Deliverable.

“Approval Period” means the time frame(s) for DTF Approval of a Deliverable. Approval Periods shall
be measured in Business Days.

“Attorney General” means the Attorney General of the State of New York or his or her designee.


“Bid Documents” means the RFP and the Proposal, and any written amendments and/or
clarifications thereto”.

“Business Day” means any day which is neither a Saturday, Sunday nor an official New York
 State or Federal holiday.

“Certificate of Completion” means the document issued by LMI indicating that, in
 LMI’s opinion, a Deliverable has met the applicable Approval Criteria as set forth in this
 Agreement.

“Change Order” means any material change to this Agreement or a Statement of Work as
contemplated under this Agreement, including, but not limited to the scope and nature of the
project. A Change Order may be implemented only in accordance with the procedure outlined in
Article 9.

“Competitor” shall mean a third party that is regularly engaged in the business of
developing or marketing software or services that perform the same or similar functions as one or
more of the modules included in the Project .

“LMI Software Deliverables” shall mean the Licensed Software and the Custom Software
Deliverables.

“Custom Products” means products (including Custom Software Deliverables), whether in
 preliminary or final form, which are created or developed pursuant to this Agreement.
“Custom Software Deliverable(s)” means the software created or developed in object
 and/or source code pursuant to this Agreement.

“Deliverables” means the products furnished or developed pursuant to the Statements of Work to
enable DTF to implement, operate, maintain and
 modify the CMS. Deliverables may include Written Deliverables, Software
 Deliverables, and Custom Software Deliverables. Deliverables may be furnished in hard or
 electronic copy.

“DTF” shall mean the New York State Department of Taxation and Finance.

“Defect” means a reproducible and/or substantiated defect of a LMI Software Deliverable identified
during User Acceptance Testing and/or the Warranty Period which renders such Deliverable, as
integrated with other components of DTF's technical environment and other Deliverable(s), as
appropriate, unable to perform in substantial compliance with the Functional Standards and
Approval Criteria set forth in a Statement of Work and/or Change Order. “Critical Defect” means a
Defect which, either alone or in combination with other Defects: (1) affects essential functions of
the LMI Software Deliverable such that the Deliverable is rendered inoperative until the Defect has
been corrected, or (2) prevents DTF from using or continuing to use the Deliverable without
substantial disruption to its normal business operations until the Defect has been corrected. No
practical work around exists which would enable DTF to use the LMI Software Deliverable on an
interim basis until a permanent correction has been made. “Non-critical Defect” means a Defect
which is not a Critical Defect.

“Dispute Resolution” means the process set forth in Article 10 for resolving disputes arising
 under this Agreement.

“DOB” means the New York State Division of the Budget.

“End-User Reference Manuals” shall mean the documentation that provides instructions for end-
users on use of the Software and includes the Functional Standards.

“Functional Standards” shall mean the operating descriptions for the Software contained in the End-
User Reference Manuals. The Functional Standards do not include any representation, warranty or
condition made by a representative of Law Manager which is in addition to or inconsistent with such
Functional Standards.

“Knowledge Transfer” shall mean the services to be provided by LMI designed to facilitate a
computer programmer proficient in scripting designs and languages, relational databases and object
level programming and trained by LMI in the maintenance of the Law Manager Software to maintain
and support the LMI Software Deliverables without substantial assistance from LMI. LMI and DTF
shall, specify in the applicable Statement of Work, Change Order or other applicable writing the
method(s) by which Knowledge Transfer to DTF personnel regarding a Deliverable is to occur, and
the means for monitoring whether Knowledge Transfer services have been provided as specified.
“Law Manager Software” shall mean all software modules identified as Law Manager Software in the
Software and Fees Schedule or any subsequent amendment to this Agreement.

“Licensed Software” shall mean the Law Manager Software and the Sublicensed Software.

“License Fees” shall mean the fees for the Software set forth in the Software and Fees Schedule.

“Live Operation” shall mean the date when DTF commences live production use of the CMS.

"Maximum Authorized Number of Named Users" shall mean, with respect to the Licensed Software
listed in the Software and Fees Schedule and/or Statements of Work, the maximum number of
named users permitted to concurrently use such Licensed Software.

“Named Users” shall mean the number of individuals authorized to concurrently utilize the LMI
Software Deliverables pursuant to the terms and conditions set forth in this Agreement.

“OSC” means the New York State Office of the State Comptroller.

“Project Work Plan” shall mean the plan which tracks the work performed under this Agreement
which shall be in a format similar to the one submitted by LMI in its Proposal.

“Proposal” means the Financial and Administrative Proposal and the Technical Proposal submitted
on April 4, 2001 by LMI in response to the RFP, and any written clarifications thereto made by LMI.
The Proposal is attached hereto as Attachment 2.

”RFP” means the Request for Proposals issued by DTF on February 5, 2001, (RFP #00-53) including
all appendices and Attachments contained therein, and any written clarifications or amendments
thereto made by DTF. The RFP is attached hereto as Attachment 1.

“Related Services” means services provided by LMI under this Agreement and identified as such in
a Statement of Work or Change Order. Related Services may include, without limitation, technical
support services and training (other than Knowledge Transfer).

“Shrink-wrap Software” shall mean all third party software identified as Shrink-wrap Software in the
Software and Fees Schedule.

“Software” shall mean the Law Manager Software and Third Party Software.

"Site Address" shall mean the DTF's site address set forth in the Software and Fees Schedule,
which shall include all New York State DTF Central and District Offices and/or mobile locations
wherever located with in the United States.

“State” means the State of New York, its departments, boards, commissions,
offices or institutions, as defined by State Finance Law §160(9). The term does not include the
Legislature, the Judiciary, the State University of New York (SUNY) or the City University of New
York (CUNY).

“Statement(s) of Work” means the written document(s) which:
       (1)    Describes the work, including agreed upon approaches, if applicable, to be performed
       during particular components of the CMS project;

       (2)     Identifies, describes and categorizes all Deliverables to be provided during a
       particular component of the project;

       (3)     Identifies the Deliverables for which Knowledge Transfer will be an Approval criterion,
       describes the methods by which Knowledge Transfer will occur and the means by which the
       effectiveness of Knowledge Transfer will be measured;

       (4)    Sets forth the relative projected due date(s) for each such Deliverable(s);

       (5)    Describes the respective responsibilities of DTF and LMI with respect to each such
       Deliverable(s), which may include, but not be limited to, the planned staffing and other
       resources to be provided by each party;

       (6)    Sets forth, where applicable, the technical performance standards for each such
       Deliverable(s) as defined in the Statement of Work;

       (7)    Sets forth the general Approval Criteria and procedure for each such Deliverable(s),
       consistent with the provisions of Article 8.;

       (8)     Sets forth the price and payment schedule for each Deliverable, as applicable,
       (including the estimated amount of time and staff resources needed by job title), based on
       the hourly rates, as applicable, set forth in the Software and Fee schedule (Attachment 4);

       (9)    Contains such other information as the parties deem necessary or appropriate.

       (10) Contains Approval Criteria and Approval Periods, which the parties agree for a
       Deliverable, may be changed or modified by DTF prior to the start of work on the
       Deliverable, provided such changes and modifications are reasonable.

“Source Code” means the programming statements or instructions written or expressed in any
computer programming language which are translated by a language compiler to produce
executable machine object code.

“Sublicensed Software” shall mean software that is provided by a third party to LMI and that LMI in
turn licenses to DTF.

“System Configuration” shall mean the minimum hardware, software and communications
equipment necessary for operation of the Licensed Software and Custom Software Deliverables as
set forth in Attachment 8.


"Third Party Software" shall mean Sublicensed Software and Shrink-wrap Software.


"User Acceptance Testing" means the process designed to determine whether a LMI Software
Deliverable, as integrated with other components of DTF’s technical environment and other
Deliverable(s) as appropriate, performs in a pre-production or test environment in substantial
     compliance with the Functional Standards and Approval Criteria as set forth in a Statement of Work
     and/or Change Order.

     “Warranty Period” shall mean the one-year period beginning on the date of Live Operation.

     “Written Deliverables” means printed products, which consist of or are described in the planning
     component, conceptual design, detail designs and Statements of Work. For purposes of this
     Agreement, all documentation associated with Software shall not be considered a Written
     Deliverable, but shall instead be considered part of the Software to which it relates.

     Article 2. Components of the Agreement

     2.1. Overview.

             (a)    LMI shall work to design, develop and implement the CMS pursuant to the Bid
             Documents and Statements of Work. As part of this effort, LMI, using their knowledge, skills
             and expertise, shall assist DTF in making decisions regarding the products, services and
             technology to utilize in building the CMS. This shall encompass all products and services that
             are provided by LMI to DTF during the term of this Agreement, including software that is
             owned or created by LMI or software that is owned by third parties and sublicensed by LMI
             to DTF or software that is acquired for DTF by LMI.

2.2 Precedence of Terms. This Agreement shall consist of the documents listed below, which are fully incorporated
      by reference herein. In the event of a conflict between or among the provisions of this Agreement, the
      following order of precedence shall control:

     (a)   “Appendix A” of the RFP, “Standard Clauses for New York State Contracts”, attached hereto as
           Attachment 1;

             (b)    Written amendments to the Agreement agreed to by the parties and approved, where
             necessary, by the Attorney General and OSC;

             (c)    DTF Accepted Statement(s) of Work, DTF Accepted detail designs, DTF Accepted
             conceptual design and DTF Accepted planning component Deliverables, and DTF Accepted
             Change Orders related thereto;

             (d)    The main body of the Agreement, (i.e., the “Master Agreement”), and the following
             Attachments: 4 (Software and Fees Schedule), 6 (Escrow Agreement), 7 (Maintenance
             Addendum), 8 (System Configuration) and 9 (Secrecy Agreements).

             (e)    Amendments and clarifications to the RFP and Proposal (including pre-bid question
             and answers);

             (f)      The Proposal; and

             (g)      The RFP (excluding Appendix A).

             In the event of a conflict between or among the documents referenced in a subdivision listed
             above, the latest in time document shall control.
2.3     Entirety of the Agreement. The documents referenced in §2.2 constitute the entire
agreement between the parties, and supersede all prior or contemporaneous communications
between the parties (whether written or oral) relating to the subject matter of this Agreement. The
Agreement may be modified or amended solely in a writing identified as an amendment to the
Agreement, signed by authorized representatives of the parties and approved, where necessary, by
the Attorney General and OSC.


Article 3. Project Management, Staffing and Communications.

3.1. General. The parties understand and acknowledge that the CMS project will require the
coordinated efforts of a project team consisting of both LMI and DTF personnel. The parties further
understand and acknowledge that cooperative project management and administration are essential
to the success of the CMS project. The parties agree to use mutually agreed upon processes and
forms to promptly report progress and identify, track and resolve problems, issues and questions.

3.2. Project Management and Staff. The management and staffing structure for the CMS project
shall consist of the following:

       (a)    DTF Oversight Team. The Oversight Team shall be a committee of DTF’s executives
       who shall be responsible for overall CMS project oversight, executive direction and guidance,
       and final Approval on all Deliverables.

       (b)     Project Director. DTF’s Project Director shall report to the DTF Oversight Team.
       DTF’s Project Director shall be responsible for overseeing the schedule, scope, cost and
       quality of the CMS project and approving any changes that affect such factors including
       approving appropriate levels of staffing and skill sets for DTF staff assigned to the project.
       DTF’s Project Director and LMI’s Project Site Manager shall work together to set priorities
       and identify and resolve issues and problems.

       (c)      Project Site Manager. LMI shall provide an on-site senior manager to assist with the
       implementation of the CMS project and to manage, schedule and assign work, as
       appropriate, to LMI technical staff. The Project Site Manager shall report to the Project
       Director. The Project Site Manager shall work together with the Project Director to set
       priorities and identify and resolve issues and problems. LMI may not replace the Project Site
       Manager (so long as the Project Site Manager remains in LMI’s employ) without prior written
       approval from DTF, which approval shall not be unreasonably withheld or delayed. The
       Project Director shall determine the amount of the Project Site-Manager’s on-site time, which
       should be reasonable under the circumstances.

       (d)    Project Team Manager. DTF’s and LMI’s Project Team Managers shall work as a
       team, and shall be responsible for the day-to-day supervision and management of the work
       to be performed by LMI technical staff. DTF’s and LMI’s Project Managers shall report, with
       respect to technical issues, to the Project Director and Project Site Manager, as appropriate.
       With respect to administrative and personnel issues, DTF’s Project Managers shall report to
       the DTF Project Director and LMI’s Project Managers shall report to the LMI Project Site
       Manager. The Project Manager teams together shall provide direction and information as
       required on user functions and activities, and ensure that user requirements are identified
       and addressed in the design of the CMS. They shall provide direction and information as
         required on technology issues, work directly with technical staff to ensure that technical
         requirements are identified and addressed , evaluate technical soundness of proposals and
         solutions and facilitate Knowledge Transfer of technologies, consistent with the Statement of
         Work. LMI may not replace a Project Manager (so long as the Project Site Manager remains
         in LMI’s employ) without prior written approval from DTF which approval shall not be
         unreasonably withheld or delayed.

         (e)    DTF shall have the right to require removal of the Project Site Manager and LMI
         Project Team Manager(s) from such positions, for work related cause, on a timely basis,
         upon setting forth its reasons therefore in writing to LMI’s management.

         (f)     Upon written notice from DTF to LMI, which notice shall specify in detail
         unsatisfactory performance of a material nature by any LMI or sub-contractor personnel
         other than the Project Site Manager and Project Team Manager(s), LMI shall promptly
         investigate such claim and report in writing to DTF within ten (10) business days of receipt
         of DTF’s notice, specifying a course of action or remedy. If DTF disagrees with the course of
         action or remedy, it shall notify LMI in writing within five (5) business days of its receipt of
         LMI’s report, and a member of LMI’s management and the Project Director shall meet in
         Albany, New York, within five (5) business days to resolve the disagreement.

         (g)    DTF reserves the right to review and investigate the qualifications of any contractor
         and/or subcontractor staff assigned to the CMS project to ensure that such staff possess the
         minimum qualifications for their positions.

3.3. Facilities and Support.

         (a)   DTF shall make diligent efforts to provide the following to LMI staff working on the
         CMS project, as necessary:

                  (1)    An on-site work area;

                  (2)    Desks, desk chairs, telephones and limited storage;

                  (3)    Access to a shared photocopier, scanner, network printer and fax machine for
                  those workstations located at existing DTF facilities;

                  (4)    File server space for development tools, documentation repositories, or other
                  needs.

   (b)         To the extent that DTF’s operational needs permit, access to DTF’s computers for CMS
               project design, development and testing activities shall, if needed, be provided to LMI
               staff during the hours of 7:00 a.m. to 7:00 p.m. on State work days, except as
               specifically agreed to otherwise by LMI and DTF. No computer access shall be allowed
               from off-site locations except as specifically agreed to by DTF.

   3.4. Access to Information DTF shall make diligent efforts to provide LMI with access to the
   following, as necessary:

         (a)      General or detailed overviews on DTF’s current systems;
      (b)    Access to existing system documentation and manual procedures;


      (c)    Access to existing DTF operations documentation;

      (d)    Business experts who are knowledgeable in DTF functional operations;

      (e)    Technical experts who are knowledgeable about DTF’s technical environment;
             and

      (f)    Access to other information needs as mutually agreed.

      To the extent possible, consistent with DTF’s operational needs, DTF shall respond to all LMI
      requests for information.



3.5. Communications, Reports and Oversight.

      (a)    The parties acknowledge that continuous two-way communication is imperative for
      the CMS project to be successful. The LMI Project Managers shall give oral status reports
      upon reasonable request to the Project Director and the Project Site Manager and provide
      written status reports to the Project Director and Project Site Manager as reasonably
      requested. These status reports shall describe, as necessary:

             (1)    Status of major activities and tasks;

             (2)    Review of progress;

(3)   Identification of problems and issues encountered, the status or
      resolution of each and assignments or plans for future
      resolution;

(4)   Any potential delays in reaching target dates and the basis for
      such delays;
             (5)   Resource utilization, including LMI hours, levels of staffing, time and
             expenses, for the period covered by such status report, in a format prescribed by the
             DTF Project Director;

             (6)   Reasons or justification for any recommended changes to the applicable
             Statement of Work; and

             (7)    Any other information as deemed necessary by the parties.

      (b)    Status Meetings. Throughout the duration of the CMS project there shall be regularly
      scheduled status meetings. The Project Director will determine the frequency and location of
       these meetings. The output of these meetings shall be written minutes, produced by LMI
       and accepted or rejected by DTF, which shall serve to supplement the status reports.

       (c) Problem and Dispute Procedures. DTF and LMI shall make every effort to resolve
       disputes under this Agreement in an informal manner. If DTF and LMI are unable to resolve
       a dispute informally, such matter shall be referred to the Dispute Resolution process
       described in Article 10.

Article 4. General Responsibilities and Obligations of the Parties

4.1    LMI’s Obligations. General Description of Services to be provided. LMI will provide the LMI
       Software Deliverables (sometimes collectively referred to as the “CMS”) for use by DTF. The
       LMI Software Deliverables will, in part:

       (a)     Meet the specific needs of DTF as set forth in RFP, Section III, Category I, Category
       II and further defined in RFP Appendix B and as detailed by all applicable Attachments ,
       including the Statements of Work (including Approval Criteria therein) and/or Change
       Orders; and

       (b)    Where applicable, LMI will demonstrate that a Deliverable is a) Year 2000 (Y2K)
       compliant and b) meets the requirements set forth in the RFP for purposes of facilitating the
       DTF’s obligations for reasonable accommodation under the Americans with Disabilities Act
       (42US § 12101 et. seq.) and the New York State Human Rights Law (Executive Law, Article
       15, §290 et. seq.)

       (c)    In general, subject to the applicable provisions below, the CMS is intended to:

              (1)    Manage litigation and administrative cases, which have entered the judicial or
                     administrative system, and their associated data including case notes, legal
                     documents (such as depositions) and court dates.

              (2)    Manage the investigative cases, which are characterized by the compilation of
                     various data in the form of reports and collected evidence to be tracked,
                     reviewed, and analyzed.

4.1.1 LMI’s Responsibilities.   In addition to the LMI responsibilities specified elsewhere in this
Agreement, LMI shall:

        (a)    Respond within three (3) business days (unless such period is extended in writing by
       DTF because the nature of the issue requires additional time), to any DTF request to provide
       direction, information, approvals, authorizations, or decisions relating to LMI’s performance
       under this Agreement;

       (b)    Continuously provide the qualified and experienced personnel and levels of effort
       required to design, develop and implement the CMS according to schedule, budget and
       performance standards under this Agreement;

       (c)    Follow DTF’s recommendations concerning the overall design, development,
        implementation and operation of the CMS so that such Deliverables meet all of the
                business and technical requirements of this Agreement;

               (d)     Timely coordinate delivery and installation of the Deliverables as set forth in the
                Statements of Work to which the Deliverables relate. Where the Statements of Work
               require delivery and/or installation of third party Products or services to be furnished by or
               through LMI, then LMI shall be responsible for coordinating delivery and installation with the
               third party suppliers and DTF;

               (e)    Consistent with the requirements of §10 of Appendix A of Attachment 1 , “Standard
               Clauses for New York State Contracts”, keep accurate records of all of its activities under this
               Agreement, including detailed time and expense level records necessary to support payment
               hereunder, and provide such records to DTF on a regular basis as directed by the Project
               Director;

               (f)    Cooperate with DTF to utilize, where necessary, informal dispute resolution as well as
               the formal Dispute Resolution process to ensure the timely resolution of disputes and
               technical problems, respectively, that arise during the development and implementation
               phases of the CMS project;

               (g)     Perform all design, configuration, component testing, User Acceptance Testing, data
               conversion and training, which will be performed at DTF’s Albany location, unless prior
               written approval is obtained from DTF;

               (h)     Be responsible for the development and ongoing maintenance of the Project Plan
               document as specified in the Statement of Work. These documents will be finalized during
               the initial portion of Phase 1 (Milestone One) of the SOW, and will be updated with each
               status report;

               (i)     Evidence financial stability substantially similar to, or superior to, its status as of the
               execution of this Agreement as a condition of this Agreement. In addition to annual financial
               statements prepared by an accountant in accordance with GAAP, LMI shall annually provide
               such updated information as is reasonably required by DTF each year the Agreement is in
               effect; and

               (j)    Will disclose any significant change in financial stability and/or the ownership of
               LMI, which may require a re-evaluation of the Agreement in its entirety by the Department.

4.2.   DTF’s Responsibilities. In addition to the DTF responsibilities specified elsewhere in this Agreement,
       DTF shall:

       (a)   Make diligent efforts to respond to any LMI request to provide direction, information, approvals,
             authorizations, or decisions relating to DTF’s performance under this Agreement;

       (b)   Promptly designate the DTF Oversight Team, Project Director and DTF Project Managers following the
             date of commencement of this Agreement;

       (c)   Make diligent efforts to notify LMI of any changes in any statute, regulation or DTF policy that would
             have any impact on the CMS project or on LMI’s ability to complete the Deliverables according to the
             agreed upon time frames, budget and/or performance standards;
(d)    Cooperate with LMI to utilize, where necessary, informal dispute resolution as well as the formal Dispute
       Resolution process to ensure the timely resolution of disputes and technical problems, respectively, that
       arise during the development and implementation phases of the CMS project; and

         (e)    Provide LMI with access, as necessary, to its end users and system staff who are
         committed to providing the business information needed by LMI to perform services and
         provide Deliverables under this Agreement.

         (f)    Acquire, install, operate and maintain,( excluding maintenance services provided
         under this Agreement), the hardware and system software, (excluding LMI Software
         Deliverables) specified in the System Configuration.

4.3      DATA CONVERSION. DTF shall provide reasonable resources to complete data conversion
tasks as agreed upon by the Parties. In the event that LMI in its opinion believes that additional
staff is needed at any point to complete such tasks, then LMI shall inform DTF of such additional
staffing requests and DTF shall make diligent efforts to comply. LMI’s fixed price as stated in the
Software and Fees Schedule, attached hereto as Attachment 4, shall include the data conversions
and interfaces to be completed by LMI as set forth in the Software and Fees Schedule and/or the
Statement(s) of Work.


Article 5. Prime Contractor and Subcontractors.

5.1.     Prime Contractor.

(a)    LMI is acting as the prime contractor under this Agreement and shall be:

(1)      Principally responsible for, and liable to, DTF for performing in
         accordance with this Agreement;

(2)      Responsible for supervising the work of its subcontractors
         working on the CMS project consistent with industry standards
         applicable to such work; and

(3)      As fully responsible for the acts and omissions of its
         subcontractors and employees of its subcontractors as it is for
         the acts and omissions of its own employees and agents.
(b)    LMI shall be responsible for payment of all subcontractors and suppliers engaged by or through LMI in
       performance of this Agreement.

5.2.    Subcontractors. LMI shall not utilize any subcontract for the performance of contractual
obligations under this Agreement without the prior written consent of DTF, which consent shall not
be unreasonably withheld or delayed. DTF shall have the right to approve each subcontract prior to
giving written consent to LMI to enter into the subcontract. All subcontracts must be in writing and
shall be subject to the following guidelines:

(a)    The subcontract must be consistent with the provisions of this Agreement and shall not impair any of
       DTF’s rights under this Agreement;
(b)   Nothing in this Agreement or in a subcontract shall be construed to create a contractual relationship
      between DTF and the subcontractor;

(c)   DTF reserves the right to approve subcontractor staff and to require that a member or members of
      subcontractor’s staff be removed from any CMS work activity for cause;

(d)   DTF shall have equivalent access to all documentation and records of the subcontractor relevant to the
      CMS project as it does to LMI’s documentation and records hereunder;

(e)   In the event of contract termination, DTF reserves the right to have the subcontract assigned to it on
      the same terms as between LMI and the subcontractor, to the extent consistent with New York law;

(f)   DTF has no obligation to agree to a subcontract and further, has the right upon review of a subcontract
      to require reasonable modifications thereto; and

(g)   DTF shall not be liable for payment to a subcontractor for products provided or services rendered under
      this Agreement.

Article 6. Term of the Agreement.

6.1.    Term. This Agreement shall commence on the February 1, 2002 and shall continue for a
period of five (5) years thereafter (which includes maintenance services). The Agreement may be
extended at the sole option of DTF upon written notice to LMI, for up to two (2) additional two (2)
year terms.

 6.2. Notice. DTF shall provide written notice to LMI of its intent to extend the Agreement as
provided herein at least thirty (30) calendar days prior to the expiration of the initial or first
extended term, as applicable.

6.3.   Termination. This Agreement is effective from the Effective Date and until terminated as
provided herein. Termination of a Maintenance Services Addendum by either party shall not
terminate this Agreement.

Article 7. Ownership, License and Fees

7.1    License Fees. The Software is listed in the Software and Fees Schedule hereto. DTF
agrees to pay the License Fees to Law Manager as provided in the Software and Fees Schedule, in
accordance with the terms of this Agreement.

7.2     Grant of License and Delivery. Law Manager hereby grants to DTF, and DTF hereby
accepts from Law Manager, a nonexclusive, perpetual, nontransferable (except as provided in the
Agreement) right and license to use, execute, display, reproduce, modify and prepare derivative
works of the object code copies of the Licensed Software (including End-User Reference Manuals),
which Licensed Software Law Manager shall deliver to DTF. This license shall be irrevocable,
subject only to the express provisions for termination as set forth in this Agreement. DTF
acknowledges that there is no transfer of title or ownership of the Licensed Software to DTF. The
license fees attributable to the license granted hereunder shall become due and payable as provided
in the Software and Fees Schedule. All the license rights and restrictions of use granted by LMI
hereunder shall survive termination of this Agreement under Article 14 with respect to Licensed
Software for which License Fees have been paid by DTF.
7.3.     Restrictions on Use.

         (a)     DTF shall use the Licensed Software in order to perform New York State Tax
         administration functions and/or other state government functions and/or services performed
         by DTF related thereto wherever located DTF may not use, nor allow a third party to use,
         the Licensed Software to provide data management or processing services for third parties.
         DTF may not allow third parties access to the Licensed Software to perform services, unless
         such use or access by a third party is limited to performing New York State tax administration
         functions and provided that such third party is not a Competitor. If such third party is a
         Competitor, DTF shall request such needed information or access in writing and Law
         Manager will provide any necessary information and/or access to such information on a need
         to know basis , provided the request is reasonably necessary. DTF shall not transfer,
         sublicense, or otherwise assign its rights in the Licensed Software to any third party except
         as provided in this Agreement. In no event may DTF export the Licensed Software outside
         of the U.S. or Canada without the written consent of Law Manager, which consent shall not
         be unreasonably withheld or delayed.

         In the event of such export, LMI shall not be liable to indemnify DTF under Article 13 hereof
         for any non-U.S. patent infringement claims that arise from or relate to DTF's export and use
         of the Licensed Software outside of the U.S.or Canada.

         (b)     DTF may make as many copies (including back-up copies at off-site disaster
         recovery locations) of the Licensed Software as it deems necessary in order to utilize the
         CMS. DTF may make copies of the End-User Reference Manuals for internal use in
         accordance with the restrictions contained herein. DTF shall reproduce and include the
         copyright notice indicating Law Manager's ownership on any copy or portion of the Licensed
         Software or End-User Reference Manuals.

         (c)     DTF shall not attempt, by decompilation, reverse-engineering, disassembly, or any
         other method, to create or derive the source code programs to the Licensed Software or any
         part thereof from the object program or from other information made available under this
         Agreement.

7.4.     Title to CMS Project Deliverables.

(a)    Existing Product(s). Title to all Licensed Software and the End User Reference Manuals, and any
       preexisting Written Deliverables which were not created specifically for DTF pursuant to this Agreement,
       and any copies, modifications, alterations or derivative works thereof (except the Custom Software
       Deliverables), shall remain with LMI or third-party proprietary owner, as applicable, who retains all
       rights, title and interest (including patent, trademark, copyright and other intellectual property rights) in
       such materials.

         (b)     Custom Product(s). The State and LMI shall jointly own a Custom Software
         Deliverable (including the source code and related documentation with respect to a Custom
         Software Deliverable) and any Written Deliverables and any modifications thereto made
         pursuant to this Agreement, without a right of accounting, upon final payment for such
         Deliverable by the State (unless a holdback for Non-Critical Defects is effectuated pursuant
         to Article 8, at which time joint ownership shall occur upon the State’s payment for the
         Deliverable without regard to such holdback). The State may use a Deliverable which is
       jointly owned for New York State governmental functions only, and may not license or permit
       such Deliverable to be used by a third party including a Competitor.

7.5.   Source Code Escrow

       (a)      LMI represents, warrants, and covenants that the materials deposited with the
       escrow agent pursuant to the “Master Escrow Agreement” and amendments thereto (or
       other applicable agreement) in Attachment 6 shall at all times constitute a complete, current
       and correct set of the source code version of the Law Manager Software, including any
       corrections, enhancements, or other revisions to which the State may be entitled under this
       Agreement, and (ii) the materials deposited with the escrow agent shall at all times be
       sufficient for a computer programmer proficient in Delphi, relational databases and object
       level programming and trained in the maintenance of the Law Manager Software to maintain
       and support the Law Manager Software without further assistance from LMI.

       (b)     LMI grants to the State an irrevocable, nonexclusive right and license to use, execute,
       reproduce, display, perform, modify, adapt and prepare derivative or collective works of, for
       internal purposes only, the Law Manager Software following the delivery of the source code of
       such software to DTF pursuant to the Master Escrow Agreement (or other applicable agreement).

       (c)     As requested by DTF, the escrow agent shall provide annual notice to the State that such
       escrow is in effect, and shall notify the State as to the version or release held by such agent by
       providing a contents list of material deposited by LMI. Escrow agent may not raise any defenses
       it may have against LMI to restrict the release of source code to the State.

       (d)     The Master Escrow Agreement (or other applicable agreement) shall remain in effect
       during the term of the Agreement (including during maintenance periods(s)). The State shall
       receive notice from LMI in the event there is any change in the status of the Master Escrow
       Agreement.

       (e)     A “Producer Default” event as contemplated under the Master Escrow Agreement (or
       other applicable escrow agreement) shall include the following:

              (1)    Failure of LMI to carry out maintenance or support obligations imposed on it
              pursuant to this Agreement;

              (2)     Failure of LMI to continue to do business in the ordinary course;

              (3)     Existence of any one or more of the following circumstances uncorrected for more
              than thirty (30) days: entry of an order for relief under Title 11 of the United States
              Code; the making by LMI of a general assignment of the Law Manager Software for the
              benefit of creditors; the appointment of a general receiver or trustee in bankruptcy of
              LMI’s business or property; or action by the LMI under any state insolvency or similar law
              for the purposes of its bankruptcy, reorganization or liquidation. The occurrence of the
              described events will not cause a release of the Law Manager Software if, within 30 days
              of such event, LMI (including its assignee or its receiver or trustee in bankruptcy)
              provides to the State evidence, acceptable to the State, of its continuing ability and
              willingness to fulfill all of its license, maintenance and support obligations;

              (4)     The termination of substantially all of LMI's ongoing business operations relating
              to the Law Manager Software;
                (5)     Any liquidation of LMI, or any sale, assignment, or foreclosure of assets necessary
                for the performance by LMI of its responsibilities under this Agreement.

7.6.    Additional Named Users. During the initial five-year term of this Agreement, additional licenses
for DTF’s CMS may be acquired at the fees set forth in Section I of the Bidder’s Financial Proposal
entitled Mandatory Pricing DTF’s 2 CMS and DHR’s CMS. However, if application of the Per Tier License
Fees set forth in Section II of the Bidder’s Financial Proposal result in a lower fee, such lower fee shall be
levied for said licenses.

Further, during the initial five-year term of this Agreement, additional Category I licenses, each
Category II feature, additional Ancillary Services, Software Maintenance, Training and each Category
III feature may be acquired at the prices forth in Section II of the Bidder’s Financial Proposal
entitled Mandatory Pricing - Statewide Aggregation.

All such licenses and services shall be acquired through written amendment requiring the approval
of the Office of the New York State Comptroller.

The license fees quoted by LMI in its Financial Proposal shall be guaranteed during the initial five
year term of this Agreement. If DTF extends the Agreement pursuant to Article 6 for the first
extended two year term, LMI may increase its license fees up to the cumulative change in the
Consumer Price Index for All Cities for All Urban Consumers published by the U.S. Bureau of Labor
Statistics for the United States Department of Labor (hereinafter the “CPI”) over such initial term.
Similarly, if DTF extends the Agreement pursuant to Article 6 for the second extended two year
term, LMI may increase its license fees for the second extended term up to the cumulative change
in the CPI over the first extended term.

Fees for software maintenance, training and ancillary services quoted by LMI in its Financial
Proposal shall be guaranteed during the initial five year term of this Agreement. If DTF extends the
Agreement pursuant to Article 6 for the first extended two year term, LMI may increase such fees
up to the cumulative change in the CPI over the preceding twelve month period. Similarly, if DTF
extends the Agreement pursuant to Article 6 for the second extended two year term, LMI may
increase its license fees for the second extended term up to the cumulative change in the CPI over
the preceding twelve month period.

All increases will take effect at the beginning of any extension and be applicable throughout such
extension and no additional increases may be made during such extensions.

Article 8. Acceptance and Payment

8.1     Approval of Deliverables.
        (a) General Provisions:


                (1)     Approval Criteria and procedures, including Knowledge Transfer activities and
                methodologies, where applicable, for Deliverables shall be defined in the Statements
                of Work and/or Change Orders to which such Deliverables relate, and shall be
                consistent with the provisions of this Article.
      (2)      The Approval Periods for Deliverables, and the duration of User Acceptance Testing,
      if applicable, shall be defined in the Statements of Work and/or Change Orders to which
      such Deliverables relate.

      (3)    LMI may make recommendations to DTF regarding the Approval Criteria and
      procedures, Approval Periods, and the duration of User Acceptance Testing, if
      applicable, with respect to a Deliverable, but DTF shall have final responsibility for
      determining such Approval Criteria and procedures, Approval Periods and duration of
      User Acceptance Testing. DTF shall use reasonable judgment when making such
      determinations.

      (4)    Once determinations contemplated in § 8.1 (a)(3) have been made by DTF
      and work has begun on a Deliverable, then nothing in this Article shall imply any right
      by DTF to change any Approval Criteria or procedures, Approval Period or the
      duration of User Acceptance Testing from that set forth in the applicable Statement
      of Work with respect to such Deliverable, except pursuant to a Change Order, or
      mutual agreement in writing.

      (5)     Statements of Work may specify that Knowledge Transfer is required for any
      Deliverable. Knowledge Transfer activities will be documented by performance
      reports, certificates of completion, or other appropriate documentation, as agreed to
      in the applicable Statement Of Work and/or Change Order.

      (6)    Notwithstanding anything to the contrary herein, DTF shall not hold back
      Approval of a Certificate of Completion for any payment to LMI based on a Defect, or
      terminate or seek an equitable reduction of the price payable with respect to a LMI
      Software Deliverable, if, following analysis and diagnosis by LMI, it is reasonably
      determined that such Defect is the result of one of the acts or omissions listed in
      Section 12.7 of this Agreement.

(b)   Specific Provisions Applicable to Written Deliverables.

      (1)      DTF shall notify LMI during the Approval Period if a Written Deliverable
      contains Deficiencies. For purposes of this section, the term “Deficiency” means a
      failure to comply in all material respects with the Approval Criteria set forth in the
      Statement of Work for the Written Deliverable. DTF's review and Approval of a
      Written Deliverable shall be solely for the purpose of determining compliance in all
      material respects with the Approval Criteria and not for any other purpose, such as
      the incorporation at that time of additional ideas or functionality, unless agreed to in
      a Change Order or other written statement. Approval shall be granted if the Written
      Deliverable conforms in all material respects to the Approval Criteria. DTF shall no
      later than the end of the Approval Period notify LMI in writing whether it Approves
      the Deliverable or has discovered Deficiencies. If DTF has discovered Deficiencies,
      the required notice by the DTF Project Director, or designee, shall describe the
      Deficiencies in reasonable detail and as appropriate prescribe the required remedial
      actions. Upon receipt of a notice citing Deficiencies, LMI shall make diligent efforts to
      correct the described Deficiencies and resubmit the Written Deliverable to DTF in a
      timely manner. DTF shall, unless agreed otherwise in writing, have a subsequent
      Approval Period not to exceed the original Approval Period to review the corrected
        Written Deliverable. During any re-review, DTF’s review shall be limited to the
        Deficiencies identified in the original Approval Period. DTF may notify LMI of, and
        LMI may proceed to correct, Deficiencies prior to the end of any Approval or re-
        review Period where appropriate. So long as Deficiencies remain, the process
        described in this section shall be repeated, unless DTF determines, in its reasonable
        judgment, that the Deficiencies cannot be remedied. In such event DTF may either:
        reach agreement with the LMI on an equitable adjustment to the price payable for
        such Written Deliverable to reflect the reduced value of the Written Deliverable
        resulting from the uncorrected Deficiencies, or, if the uncorrected Deficiencies
        constitute a material breach of this Agreement, terminate the Agreement in
        accordance with the provisions of Article 14 hereof.

        (2)     In order to eliminate the potential for frequent submission and rejection of
        Written Deliverables, DTF and LMI shall meet and reach agreement on the format
        for each Written Deliverable, as determined necessary by the parties. To the extent
        practical or as agreed in writing by the parties, LMI shall also submit drafts and/or
        examples of the Written Deliverable to DTF for review and make an oral presentation
        regarding the contents of the Written Deliverable to DTF.

        (3)     DTF and LMI may agree to extend the period of time allotted for any review,
        correction or change under this Section. Any such extension of time shall extend the
        schedule for subsequent Deliverables by a corresponding amount, unless otherwise
        agreed by the parties.

        (4)      To the extent that any Written Deliverables have been Approved by DTF
        pursuant to the terms hereof at any stage of LMI's performance hereunder, LMI shall
        be entitled to rely on such Approval, for purposes of all subsequent stages of LMI's
        performance hereunder, except to the extent that there have been modifications to
        the Written Deliverable mutually agreed upon in writing.

  (5)   Upon good faith objection by LMI to a finding of Deficiencies by DTF, LMI and DTF shall
        proceed promptly and in good faith to resolve the dispute informally. If the dispute cannot be
        resolved informally, then the dispute shall be referred to Dispute Resolution.

(c)     Specific Provisions Applicable to LMI Software Deliverables.
        (1) User Acceptance Testing.


            (i) DTF shall lead User Acceptance Testing with respect to an LMI Software Deliverable
            to determine whether such Deliverable, as integrated with other components of DTF’s
            technical environment and other Deliverables, as appropriate, performs in substantial
            compliance with the Functional Standards, and Approval Criteria set forth in a
            Statement(s) of Work, and/or Change Order.

            (ii) User Acceptance Testing shall begin when the LMI Software Deliverable is delivered
            to DTF’s designated site by LMI, and LMI informs the Project Director in writing that the
            Deliverable is ready for User Acceptance Testing. User Acceptance Testing shall be led by
            DTF in order to determine whether the LMI Software Deliverable as integrated with other
            components of DTF’s technical environment and other Deliverables, as appropriate,
                 performs in substantial compliance with the Functional Standards and Approval Criteria
                 as set forth in the applicable Statement(s) of Work and/or Change Order.

                 (iii) During User Acceptance Testing, Defects shall be identified and resolved in
                 accordance with this Agreement. If Critical Defects that prevent live operations are
                 present at the conclusion of the User Acceptance Testing Period, then DTF shall provide
                 a list of such Critical Defects that must be resolved before use of the LMI Software
                 Deliverable in a production environment. Critical Defects shall be determined in
                 accordance with the terms of this Agreement. Upon resolution of the Critical Defects,
                 LMI shall present to DTF a Certificate of Completion with respect to User Acceptance
                 Testing. DTF shall determine within ten days thereafter whether to give Approval for the
                 Deliverable. Until all Critical Defects have been resolved, DTF shall not give Approval of
                 the completion of User Acceptance Testing for the Deliverable. Upon receipt of DTF's
                 written notice of Approval, LMI shall submit a properly completed invoice to DTF for
                 payment. Non-critical Defects identified during the User Acceptance Testing period may
                 not be resolved during such period but must be resolved within 30 days after the start of
                 the Warranty Period. If, in DTF’s reasonable judgment, Critical Defects cannot be
                 resolved within a reasonable time following the conclusion of the User Acceptance
                 Testing Period, then in such event DTF may either: reach agreement with the LMI on an
                 equitable adjustment to the price payable for such Deliverable to reflect the reduced
                 value of the LMI Software Deliverable resulting from the uncorrected Deficiencies or, if
                 such failure constitutes a material breach of this Agreement by LMI, terminate the
                 Agreement in accordance with Article 15 of this Agreement.



      (d)     Non-critical Defects not resolved prior to conclusion of the User Acceptance Testing Period
      shall be identified in a punch list prepared by DTF and LMI at the end of the User Acceptance
      Testing Period. LMI shall proceed to resolve such Non-critical Defects identified in the punch list in
      accordance with a resolution plan agreed to by the parties. DTF reserves the right to retain 10
      percent (10%) of the final payment associated with that LMI Software Deliverable until the punch
      list Defects are corrected.

      (e)     Approval of Related Services. DTF shall determine during the applicable Approval Period
      whether to approve Related Services upon receipt of a Certificate of Completion from LMI. Approval
      for Related Services shall be granted if such services have been performed by LMI in a professional
      and workmanlike manner, in accordance with IT industry standards. DTF shall, no later than the
      end of the Approval Period, notify LMI in writing whether it Approves the Related Services.

      (f)    After DTF Approval of a Certificate of Completion for a Deliverable, or as otherwise
      provided in the Software and Fees Schedule or in the applicable Statement of Work(s), LMI
      shall submit an invoice in the form specified hereunder. Upon receipt of LMI’s invoice,
      payment shall be made by DTF in accordance with Article 11-A of the State Finance Law
      (Prompt Payment Law).

Article 9. Change Orders

9.1. Change Order Procedure.
       (a)    Implementation of a Change Order shall be subject to the procedure set forth in this
       section.

       (b)   Pricing of a Change Order will be based on the hourly rates set forth in Section II
       “Mandatory Pricing – Statewide Aggregation” of the Financial Proposal (Attachment XX3).

       (c)    Either party may initiate a Change Order request to the other party in writing. Such
       request shall specify, where applicable:

              (1)     The nature and scope of the change;

              (2)     The condition(s) necessitating the change;

              (3)     The expected completion date;

              (4)    The impact on other CMS project work, and on existing DTF systems,
              processes and resources;

              (5)     The proposed priority of the change within outstanding Change Orders;

              (6)   The cost of the change (including, where applicable, a breakdown of the
              number of staff hours by level of personnel needed to effect the change);

              (7)   Any additional hardware, software or other Products needed to effect the
              change, and the cost therefore; and

              (8)     The suggested implementation strategy/approach.

       (d)     The party not initiating the Change Order (the “non-initiating party”) shall review the
       proposed Change Order and shall, as soon as possible following receipt thereof, advise the
       other party (the “initiating party”) in writing as to whether or not it agrees with the Change
       Order. If the non-initiating party agrees with the Change Order, authorized representatives
       of the parties shall sign the Change Order and the Agreement shall, if required, be submitted
       to the Attorney General and/or the OSC for approval, however, if the Attorney General
       and/or OSC approval is not required, the Agreement shall be considered modified upon
       signature of the authorized representatives of the parties. If the non-initiating party
       disagrees with the Change Order, it shall detail its objections to the initiating party and the
       parties shall proceed to negotiate in good faith and in a timely manner to resolve the
       disagreement. If the parties are unable to reach agreement regarding the Change Order, the
       matter shall be referred to Dispute Resolution.



Article 10. Dispute Resolution

10.1. Dispute Resolution Procedure.

       (a)    First Level. The parties shall first make good faith efforts to resolve disputes in an
       informal manner by mutual agreement. “Good faith efforts” shall involve, at a minimum, a
        meeting at a mutually agreed time and location between the Project Director and Project Site
        Manager for the purpose of resolving the dispute, if necessary. If, despite such good faith
        efforts, either party believes that a resolution is unlikely to be reached through informal
        means, such party may provide written notice to the other party (through the Project
        Director or Project Site Manager, as applicable) of its desire to invoke First Level Dispute
        Resolution procedures under this Article 10. Within three (3) business days of receipt of such
        notice, each party shall designate a negotiator to act as its representative for purposes of
        this Article 10, and so notify the other party in writing. A negotiator shall be a person within
        the designating party’s organization who is at a management level equivalent to or higher
        than the Project Director or Project Site Manager, as applicable, and who is familiar with the
        CMS project but is not directly involved in the project in a day-to-day or oversight capacity.
        The parties shall proceed to use their best efforts to arrange personal meetings and/or
        telephone conferences as needed, at mutually convenient times and places, between the
        designated negotiators. Each party shall have the right, at its option, to submit written
        statements with respect to the dispute or to provide relevant testimony at such meetings;
        provided, that reasonable advance notice shall be provided to the other party with respect to
        any oral testimony and any written materials shall be provided to the other party at a
        reasonable time in advance of the meeting. If the dispute is resolved, such resolution shall
        be set forth in writing in a Problem Resolution Report, signed by the designated negotiators
        and retained by DTF.

        (b)     Second Level. If the dispute cannot be resolved within fifteen (15) business days (or
        such other time as mutually agreed by the parties) of receipt of the notice referred to in
        subsection (a), either party, or both may request a hearing by the Commissioner of Taxation
        and Finance (“Commissioner”) or his designee for this purpose. Each party shall have the
        right to present written materials or to make an oral presentation summarizing its position,
        subject to reasonable procedures established by the Commissioner. A written transcript shall
        be made if any oral presentations are made in front of the Commissioner or his designee.
        The decision of the Commissioner or his designee shall be set forth in writing and retained
        by DTF.

        (c)     Such decision of the Commissioner or his designee shall be final and binding on DTF.
        If LMI disagrees with the decision of the Commissioner or his designee, LMI may pursue any
        legal or equitable remedies it may have outside of DTF. However, if LMI does so, it shall, if
        practicable, continue to perform its obligations under this Agreement in accordance with the
        direction of DTF pending the outcome of such proceedings.


Article 11. Warranties

11.1.   Performance Warranty.

        (a)    During the Warranty Period, LMI represents and warrants that:

               (1) The System Configuration constitutes all the software and hardware required by DTF to
                   operate the LMI Software Deliverables;

               (2) The Law Manager Software and the Custom Software Deliverables as integrated with
                   other components of DTF’s technical environment and other Deliverables (including the
            Third Party Software), as appropriate, will substantially conform to the Functional
            Standards and Approval Criteria set forth in the applicable Statement(s) of Work and/ or
            Change Order(s);

       (3) The LMI Software Deliverables shall be free of any defect in material of the media in
           which they are delivered, the software recommended by LMI for use by DTF shall be
           interoperable with the System Configuration, and the End User Reference Manuals and
           other documentation shall be sufficient to explain the operation of the LMI Software
           Deliverables to a reasonably skilled person trained in the use of software.

(b)     In the event of discovery, during the Warranty Period, of any Defect in the Law
Manager Software or the Custom Software Deliverables, then DTF may report such Defect to
LMI, which report shall include sufficient detail to enable LMI to identify the Defect. In the
event that DTF reports a Critical Defect to LMI, then LMI shall respond to such report within
one business day and thereafter provide continuous technical assistance to diagnose and
correct the Critical Defect. In the event that DTF reports a Non-critical Defect, then LMI
shall use its best efforts to respond to such report within 3 (three) business days and
thereafter adopt and execute a reasonable plan for diagnosis and correction.

(c)     LMI is not responsible for any Defect to the extent such Defect was caused by one of
the acts or omissions set forth in Section 11.7 hereof. Under such circumstances LMI agrees
to use best efforts to fix such a Defect, and shall charge DTF on a time and material basis for
services rendered based upon its current commercial charges for such services.

(d)     If Defects that are reported during the Warranty Period as provided above are not
resolved within a reasonable time, then in such event DTF may either: 1) reach agreement
with LMI on an equitable adjustment to the balance of the price payable for the affected LMI
Software Deliverable and/or a refund of an amount already paid to LMI to reflect the
reduced value of the LMI Software Deliverable(s) resulting from the uncorrected Defect(s) or
2) if such Defect constitutes a material breach by LMI of this Agreement terminate the
Agreement pursuant to Section 14.

(e)      The warranties described in this Section 11.1 shall apply only during the Warranty
Period. LMI shall, for a cause of action relating to a breach of a warranty described in
Section 11.1 during the Warranty Period, regardless of the form of the cause of action,
whether in tort, statute or contract (including without limitation, negligence), or otherwise,
which cause(s) of action shall be the exclusive remedy for any claim(s) arising from or
relating to the design, performance or failure of the Deliverables or relating to the quality of
services provided hereunder except as otherwise expressly provided in this Agreement or in
the Maintenance Agreement, be liable only for the actual direct damages attributable to such
breach, in an amount (which amount shall include the amount of any refund payable
hereunder) not to exceed 1.25 times the amount DTF has paid LMI under this Agreement
(except for a breach of the warranty set forth in (1) under the first paragraph in Section 11.1 for
which such direct damages shall not exceed fifty thousand dollars ($50,000)). LMI shall not be
liable to DTF for a breach of a warranty described in this Section 11.1 which occurs after the
Warranty Period.
11.2. Anti-Virus Warranty. Law Manager shall employ industry standard measures to prevent
incorporation of known viruses or worms or other devices capable of halting operations, creating
disruptions, or erasing or altering data or programs with respect to LMI Software Deliverables. If it is
discovered that such software and/or Deliverable does contain such a virus, worm, and/or device, then
LMI shall take appropriate measures to remove it and assist DTF with the restoration of data and/or
software that has been damaged as a result of it. LMI is not responsible for viruses introduced at DTF’s
site by DTF or its employees, agents or contractors, or DTF’s failure to employ industry standard
measures to prevent incorporation of known viruses or worms or other devices capable of halting
operations or erasing or altering data or programs.

11.3. No Disabling Code Warranty. LMI warrants that all Licensed Software and Custom Software
Deliverables shall not contain disabling code planted by LMI that will activate upon a predetermined date
or that can be remotely activated by LMI without the State’s prior written consent. LMI shall make an
inquiry (including review of the applicable license agreement, if necessary) with respect to whether any
Third-Party Software furnished to DTF by or through LMI contains any disabling code, and shall notify
DTF accordingly. If DTF has reason to know that a Third-Party Software Deliverable contains disabling
code, LMI shall not be responsible for providing notice to DTF pursuant to this section.

11.4.   Year 2000 Date Change Warranty:

        (a)     During the Warranty Period and any period during which maintenance services are
        provided under the Maintenance Addendum in Attachment 7: LMI shall ensure that the Law
        Manager Software and the Custom Software Deliverables, which perform any date and/or time
        data recognition, function, calculation or sequencing, will support a four-digit year format and will
        provide accurate date/time data and leap year calculations for dates prior to, on and after
        December 31, 1999.

        (b)     In the event of any decrease in functionality or accuracy related to time and/or date data
        related codes and/or internal subroutines that impede Law Manager Software or Custom
        Software Deliverable from operating correctly for dates prior to, on and after December 31, 1999,
        LMI agrees to restore the affected software to the same level of functionality as warranted herein,
        or to repair or replace the affected software with a conforming product so as to minimize
        interruption to DTF’s ongoing business processes, it being expressly understood and agreed that
        time is of the essence in this regard. In the event that such warranty compliance requires the
        acquisition of additional software programs, the expense for any such associated or additional
        acquisitions which may be required (including, without limitation, data conversion tools) shall be
        borne exclusively by LMI.

        (c)     Nothing in this warranty shall be construed to limit any rights or remedies otherwise
        available under this Agreement.
11.5.     Warranty of Title and Ownership. With respect to the Licensed Software and the Custom
Software Deliverables furnished under this Agreement, Law Manager warrants and represents full
ownership, clear title free of all liens, and/or that Law Manager has obtained on behalf of the DTF
perpetual license rights to use such software for the purposes set forth in this Agreement. DTF may
require Law Manager to furnish appropriate written documentation establishing the above rights and
interests as a condition of payment. DTF’s request or failure to request such documentation shall
not relieve LMI of liability under this warranty.


        11.6. Failures Not Caused by Law Manager. Law Manager will not be responsible to the
extent that a LMI Software Deliverable fails to perform as warranted due to one or more of the
following: (1) the malfunction of software not provided by Law Manager, (2) the malfunction of
hardware, (3) DTF's negligence or fault, (4) material changes in the System Configuration not
recommended by Law Manager, (5) modifications to or changes in such software not made or
suggested by Law Manager which directly causes a Defect or (6) In the event that data is lost, then
Law Manager shall not be liable for such loss resulting from DTF’s failure to implement and maintain
a proper and adequate backup and recovery system for the Law Manager database or user files. If
Law Manager discovers that a failure is caused by one of the above, Law Manager reserves the right
to charge DTF for its work in investigating such failure. At DTF’s request and at a fee to be agreed
upon, Law Manager will thereafter assist DTF in resolving such failure. It is DTF’s responsibility to
develop and implement a proper and adequate backup and recovery system. Notwithstanding
anything in this Article 11 to the contrary, in the event that a Critical Defect in the Law Manager
Software or LMI Software Deliverables, or other failure to function or perform as warranted in this
Agreement, relates to the Third Party Software, Law Manager will provide a workaround to resolve
such defect or failure. The workaround will be such that the LMI Software Deliverables will provide
equivalent functionality.


11.7. Warranty Exclusivity. THE WARRANTIES IN THE AGREEMENT ARE EXCLUSIVE AND IN LIEU
OF ALL OTHER WARRANTIES. LAW MANAGER MAKES NO OTHER WARRANTY, EXPRESS OR
IMPLIED. ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED.

Article 12. Confidentiality

12.1 Third Party Access. DTF acknowledges and agrees that the Law Manager Software and
end-user reference manuals, constitute a valuable proprietary product and trade secret of Law
Manager embodying substantial creative efforts and confidential information, ideas, and
expressions. The Law Manager Software and end-user reference manuals, and such other
information as Law Manager may designate in writing as confidential, shall be referred to as the
“Law Manager confidential information.” DTF will take reasonable steps to ensure that the Law
Manager Confidential Information is not used or disclosed except as expressly permitted by this
agreement or by law. DTF will not permit any third party to access, in any manner, the Law
Manager Confidential Information, except as provided in this Agreement or by law. DTF may permit
its independent contractors access to the Law Manager Confidential Information to the extent
necessary for such contractor’s provision of services to DTF if such contractor executes a
confidentiality agreement with DTF or Law Manager which prohibits the contractor from using or
disclosing the Law Manager Confidential Information except as contemplated by this Agreement;
provided, however, that such independent contractors may not include any Competitor of Law
Manager (except to the extent provided in Article 7). In the event DTF wishes to have a
competitor's software interface with the LMI Software Deliverables, DTF will contact LMI and LMI
will immediately provide, at DTF's reasonable expense, Non-confidential information (which shall
include in any event data tables and data definitions) to allow DTF or such Competitor to create or
provide such interface .DTF agrees to ensure that DTF's employees are prohibited from taking any
action otherwise prohibited to DTF under this Agreement, and to notify Law Manager promptly and
in writing of the circumstances surrounding any possession, use or knowledge of the Law Manager
Information or any part thereof known to DTF that is prohibited hereunder.

12.2. Copyright Notice.        DTF will not alter or remove any copyright or proprietary rights notice
or identification which indicates Law Manager's or a third party's ownership from any part of the
Licensed Software, it being expressly understood and agreed that the existence of such copyright
notice shall not be construed as an admission or presumption that publication of the Licensed
Software has occurred.

12.3.   Tax Information.

        (a)    State Tax Information.
(1)     The treatment by LMI of confidential State tax information shall
        be governed by the secrecy provisions of the Tax Law (see,
        currently, Tax Law sections 202, 211.8, 295, 314, 437, 487, 514,
        528, 697(e), 994, 1023(b), 1146, 1165, 1250, 1212(a), 1232(a),
        1242, 1418, 1467, 1518, 1555, 1825, 3038). Thus, except in
        accordance with proper judicial order or as otherwise provided
        by law, LMI shall not divulge or make known in any manner the
        contents or any particulars set forth or disclosed in any return
        or report required under or pursuant to the authority of the Tax
        Law. Computer files and their contents are covered by the same
        secrecy provisions as are physical documents.
               (2)    (i) Information about DTF operations, including, without limitation, automated
                      tax system information, shall be treated as if covered by the secrecy
                      provisions of the Tax Law specified in this Article 12..           Accordingly,
                      unauthorized disclosure of such information shall be prohibited.

               (ii)   For purposes of this Article 12., “automated tax
                      system information” includes, but is not limited to,
                      functional, technical and detailed systems design;
                      systems architecture; automated analysis techniques;
                      systems analysis and development methodology;
                      audit selection methodologies; and information
                      regarding proprietary products such as software
                      packages; provided, that “automated tax system
                      information” shall in no event include the LMI
                   Software Deliverables or derivative works thereof,
                   and, further provided, that the foregoing shall not
                   prevent disclosures authorized pursuant to Section
                   15.12.

(3)   LMI acknowledges and agrees that only those persons with a
      need to know confidential DTF information for purposes of
      performing their job responsibilities for the CMS project shall be
      afforded access thereto.

(4)   DTF reserves the right to periodically audit LMI’s operations and
      procedures with respect to LMI's work under this Agreement to
      determine whether LMI is in compliance with the confidentiality
      requirements applicable to confidential DTF information, as
      prescribed herein. DTF shall provide five (5) business days
      notice to LMI prior to commencing such an audit period. The
      conduct and frequency of audits will be designed to minimize
      disruption to LMI's work under this Agreement. Remedial
      action, as specified by DTF, shall be required in cases where LMI
      is found to be noncompliant with such requirements.
      (b)   Federal Tax Information.

            (1)    LMI shall abide by the requirements set forth in Internal Revenue Code
            sections 6103, 7212, 7212A and 7431, and regulations promulgated there under, with
            respect to confidential Federal return and return information in its possession or the
            possession of DTF. For purposes of this Article 12., the terms Federal "return" and
            "return information" shall have the meanings prescribed by the above referenced
            Internal Revenue Code sections and regulations.

            (2)     Pursuant to requirements set forth in IRS Publication 1075, “Tax Information
            Security Guidelines for Federal, State and Local Agencies”, LMI shall comply with the
            following, with respect to Federal tax information:

            (3)    (i)    Performance: In performance of this Agreement, the LMI agrees to
                   comply with and assume responsibility for compliance by his or her employees
                   with the following requirements:

                          (1)   All work will be done under the supervision of the LMI or LMI’s
                          employees;

                          (2)     Any return or return information made available in any format
                          shall be used only for the purpose of carrying out the provisions of this
                          Agreement. Information contained in such material will be treated as
                          confidential and will not be divulged or made known in any manner to
any person except as may be necessary in the performance of this
Agreement;

(3)     All returns and return information will be accounted for upon
receipt and properly stored before, during, and after processing. In
addition, all related output will be given the same level of protection as
required for the source material;

(4)    The LMI certifies that the confidential Federal return and return
information processed during the performance of this Agreement will
be completely purged from all data storage components of his or her
computer facility, and no output will be retained by the LMI at the time
the work is completed. If immediate purging of all data storage
components is not possible, the LMI certifies that any confidential
Federal return and return information remaining in any storage
component will be safeguarded to prevent unauthorized disclosures;

(5)     Any spoilage or any intermediate hard copy printout that may
result during the processing of confidential Federal return and return
information will be given to DTF or its designee. When this is not
possible, the LMI will be responsible for the destruction of the spoilage
or any intermediate hard copy printouts, and will provide DTF or its
designee with a statement containing the date of destruction,
description of material destroyed, and the method used;

(6)     All computer systems processing, storing, or transmitting of
Federal tax information must meet ISO STD 15408, called Common
Criteria-functional (Protection Profile) and assurance (EAL). To meet
functional and assurance requirements, the operating security features
of the system must have the following minimum requirements: a
security policy, accountability, assurance, and documentation. All
security features must be available and activated to protect against
unauthorized use of and access to Federal tax information;

(7)     No work involving confidential Federal return or return
information furnished under this Agreement will be subcontracted
without prior written approval of the IRS provided, however, that DTF
agrees to obtain any necessary approvals for LMI to subcontract
services hereunder to Arthur Andersen;

(8)    The LMI will maintain a list of employees given authorized
access. Such list will be provided to DTF and, upon request, to the IRS
reviewing office;

(9)     DTF will have the right to terminate the Agreement pursuant to
Article 14 if the LMI fails to provide the safeguards described above.
(ii)   Criminal/Civil Sanctions:

       (1)     Each officer or employee of any person to whom returns or
       return information is or may be disclosed will be notified in writing by
       such person that returns or return information disclosed to such officer
       or employee can be used only for a purpose and to the extent
       authorized herein, and that further disclosure of any such returns or
       return information for a purpose or to an extent unauthorized herein
       constitutes a felony punishable upon conviction by a fine of as much
       as $5,000 or imprisonment for as long as 5 years, or both, together
       with the costs of prosecution. Such person shall also notify each such
       officer and employee that any such unauthorized further disclosure of
       returns or return information may also result in an award of civil
       damages against the officer or employee in an amount not less than
       $1,000 with respect to each instance of unauthorized disclosure. These
       penalties are prescribed by IRC Sections 7212 and 7431 and set forth
       at 26 CFR 301.6103(n)-1.

       (2)     Each officer or employee of any person to whom returns or
       return information is or may be disclosed shall be notified in writing by
       such person that any return or return information made available in
       any format shall be used only for the purpose of carrying out the
       provisions of this Agreement. Information contained in such material
       shall be treated as confidential and shall not be divulged or made
       known in any manner to any person except as may be necessary in
       the performance of the Agreement. Inspection by or disclosure to
       anyone without an official need to know constitutes a criminal
       misdemeanor punishable upon conviction by a fine of as much as
       $1,000 or imprisonment for as long as one year, or both, together with
       the costs of prosecution. Such person shall also notify each such
       officer and employee that any such unauthorized inspection or
       disclosure of returns or return information may also result in an award
       of civil damages against the officer or employee (United States for
       federal employees) in an amount equal to the sum of the greater of
       $1,000 for each act of unauthorized inspection or disclosure with
       respect to which such defendant is found liable, or the sum of the
       actual damages sustained by the plaintiff as a result of such
       unauthorized inspection or disclosure plus in the case of a willful
       inspection or disclosure which is the result of gross negligence,
       punitive damages, plus the costs of the action. These penalties are
       prescribed by IRC Sections 7212A and 7431.

       (3)     Additionally, it is incumbent upon the LMI to inform its officers
       and employees of the penalties for improper disclosure imposed by the
       Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a(i)(1),
       which is made applicable to contractors by 5 U.S.C. 552a(m)(1),
       provides that any officer of employee of a contractor, who by virtue of
       his/her employment or official position, has possession of or access to
       agency records which contain individually identifiable information, the
                                 disclosure of which is prohibited by the Privacy Act or regulations
                                 established there under, and who knowing that disclosure of the
                                 specific material is prohibited, willfully discloses the material in any
                                 manner to any person or agency not entitled to receive it, shall be
                                 guilty of a misdemeanor and fined not more than $5,000.

                         (iii)  Inspection: The IRS shall have the right to inspect LMI's operations
                         and procedures with respect to any work under this Agreement to determine
                         whether LMI is in compliance with the safeguards set forth hereunder. On the
                         basis of such inspection, specific measures may be required in cases where
                         the LMI is found to be noncompliant with Agreement safeguards.

12.4. Secrecy Agreements. By entering into this Agreement, LMI agrees to have its employees,
agents and subcontractors participating in the CMS project execute (without change or modification)
DTF’s Agreement to Adhere to the Secrecy Provisions of the Tax Law and the Internal Revenue
Code, and IRS’ Acknowledgment of Confidentiality of Internal Revenue Service Tax Return
Information, set forth as Attachment 9. The latter shall be re-executed annually by such employees,
agents and subcontractors. The executed IRS and State agreements shall be retained by LMI and
provided to DTF upon request.




12.5. Confidential Information of LMI.

(a)   For purposes of this § 12.5., “Confidential Information” means information belonging to or in the
      possession of LMI, which is of a confidential, proprietary, or trade secret nature. If Confidential
      Information is in tangible form, LMI must mark or designate such information in writing as confidential,
      proprietary or trade secret. If Confidential Information is in intangible form, LMI must provide written
      notice prior to, or at the time of, DTF receipt, that such information is confidential, proprietary or trade
      secret. LMI shall not designate information as “Confidential Information” unless it reasonably believes
      that it has a reasonable basis under existing law for making such designation.

(b)   DTF shall exercise reasonable care to:

(1)     Hold LMI’s Confidential Information in strict confidence and
        protect it from unauthorized disclosure;

(2)     Limit disclosure of LMI’s Confidential Information to:
                         (i)     Those State employees having a need to know such information in
                         order to carry out their job responsibilities;

                         (ii)   Subject to the provisions of §12.1, independent contractors, agents or
                         administration functions, provided, however, that prior to any such disclosure
                         of Confidential Information to an independent contractor, agent or authorized
                         outsourcer of DTF, DTF shall cause such independent contractor, agent or
                         authorized outsourcer to execute a non-disclosure agreement which contains
                         provisions substantially similar to those in this section, as well as provisions
                         which forbid the independent contractor, agent or authorized outsourcer from
                         using LMI’s Confidential Information to develop goods or services which
                         compete with those offered by LMI;

(3)     Not disclose Confidential Information to a Competitor without
        the prior consent of LMI and execution of a non-disclosure
        agreement as described herein;

(4)     Use LMI’s Confidential Information solely and exclusively in
        accordance with the terms of this Agreement in order to carry
        out its obligations and exercise its rights hereunder, and to
        execute its current and future tax administration obligations,
        objectives and responsibilities; and

(5)     Notify LMI promptly of any unauthorized use or disclosure of
        LMI’s Confidential Information and reasonably cooperate with
        and assist LMI to stop or minimize such unauthorized use or
        disclosure.
(c)   The restrictions relating to LMI’s Confidential Information shall not apply in any circumstance where it
      can be clearly demonstrated that:

(1) The Confidential Information is required to be disclosed by DTF
    by law.
(d)   DTF further acknowledges that LMI may utilize during its work under this Agreement various general
      project management techniques, methods, methodologies, procedures and processes which it considers
      confidential and proprietary, and DTF shall use reasonable efforts to prevent disclosure of the same
      consistent with this Section.

12.6. Survival. The provisions of this Article shall survive termination or expiration of this Agreement
as defined in Article 15.19.

12.7. Breach. Each party acknowledges that should it breach its obligations under this Section the
other party may suffer harm, which may not be adequately compensated by monetary damages. In
such event, the non-breaching party may, in addition to seeking monetary damages, seek equitable
relief to enjoin such breach.

Article 13. Indemnification and Limitation on Liability

13.1. Indemnification.

        (a)     General. LMI shall be fully liable for the actions of its agents, employees, partners
                and subcontractors and shall fully indemnify, defend and save harmless the State, its
                officers, employees and agents from all claims, suits, actions, judgments, liabilities,
                damages and costs (including legal fees and expenses), in each case to the extent
                relating to personal injury and damage to real or personal property (excluding data
                loss) caused by the intentional wrongful act, omission, or negligence of LMI, its
                agents, employees, partners or subcontractors, without limitation; provided, however,
                that if there is also fault on the part of the State or any individual, entity or
                governmental body indemnified hereunder or any individual, entity or governmental
                body acting on behalf of the State, the foregoing indemnification under this Section
                13.1 shall be on a comparative fault basis, and provided further that nothing in this
                Section 13.1(a), however, shall give rise to liability for claims arising from or relating
                to the design, performance or failure of the Deliverables nor claims relating to the
                quality of services provided hereunder, which claims are governed by other provisions
                of this Agreement. The State shall give LMI:

                        (1)     Prompt written notice of any action, claim or threat of such    action,
                        suit or claim;

                        (2)     The opportunity to take over, settle or defend such action, claim, or
                        suit at LMI's sole expense; and

                        (3)     Assistance in the defense of any such action at the expense of LMI.

(b)   Intellectual Property Rights Indemnity.

(1)     LMI shall fully indemnify, defend and save harmless the State,
        its officers, employees, and agents, from and against any and all
        losses, liabilities, judgments, damages, awards and costs
        (including legal fees and expenses), arising out of or related to
        any claim of, or action for, infringement of a patent, or of any
        copyright, trademark, trade secret or other third party
        intellectual property rights in each case to the extent caused by
        the Licensed Software, the Custom Software Deliverables
        and/or Written Deliverables furnished by LMI hereunder,
        without limitation. The foregoing provisions of this paragraph
        shall not apply to the State's misuse or modification of LMI's
        Deliverables; the State's failure to use corrections or
        enhancements made available by LMI; the State's use of the
        Deliverables in combination with any product or information not
        provided by LMI, where such misuse, modification or
        combination gives rise to the infringement; in each case,
        without or contrary to LMI’s direction or approval.           The
        foregoing provisions of this paragraph shall constitute the
        State's sole and exclusive remedy hereunder in connection with
        LMI's actual or alleged infringement of any patent, copyright,
      trademark, trade secret or other third party property right. The
      State shall give LMI:
             (i) Prompt written notice of any action, claim or threat of infringement suit, or
             other suit;

             (ii) The opportunity to take over, settle or defend such action, claim, or suit at
             LMI's sole expense; and

             (iii) Assistance in the defense of any such action at the expense of LMI. Where a
             dispute or claim arises relative to a real or anticipated infringement, the State
             may require LMI, at its sole expense, to submit such information and
             documentation, including formal patent attorney opinions, as the State shall
             require.

(2)   In addition to the foregoing, if the use of the Licensed Software,
      Written Deliverable or DTF Software Deliverables or portion
      thereof shall be enjoined for any reason or if LMI believes that it
      may be enjoined, LMI shall at its own expense:
                (i)    Procure for the State the right to continue to use such Deliverables or
                portion(s) thereof, as applicable; or

                (ii)   Modify the Deliverable(s) so that it becomes a non-infringing
                Deliverable of at least equal quality and performance;

                (iii)  Replace the Deliverable(s) or portion(s) thereof, as applicable, with
                non-infringing Deliverable(s) of at least equal quality and performance; or

           (iv) If none of the foregoing remedies is commercially
                reasonable, accept return of the affected Deliverable
                and refund to the State the license fees paid for such
                Deliverable, and in addition be liable to the State for
                damages subject to provisions of this Article 13.

(3)   In the event that an action at law or in equity is commenced
      against the State arising out of the performance of this
      Agreement by LMI, its officers, partners, employees,
      subcontractors, or agents and if LMI 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 herein,
      LMI, after receiving notice of such action from the State, shall
      immediately notify DTF and the Attorney General, in writing,
      specifying to what extent LMI believes it is obligated to defend
        and indemnify              under       the     terms        and     conditions         of     this
        Agreement.
13.2. LMI Breach of Confidentiality. LMI shall be liable for breach of the confidentiality provisions
of this Agreement in an amount not to exceed the amounts allowed by applicable Federal or New
York State law (including any damages construed as incidental, consequential or indirect damages).

13.3. Incidental, Consequential, Indirect, Exemplary or Punitive Damages. Except as otherwise set
forth in sections 13.1 and 13.2, neither LMI nor DTF shall be liable for incidental, consequential,
indirect, exemplary or punitive damages, including but not limited to loss of anticipated revenues,
profits or loss of efficiencies resulting from the party’s performance or nonperformance of its
obligations under this Agreement, even if the defaulting party has been advised in advance of the
consequences of its default.

13.4. Actual Direct Damages. For any claim arising out of or related to this Agreement, except for
claims arising from or relating to the design, performance or failure of the Deliverables or relating
to the quality of services provided hereunder, which claims are governed exclusively by Section 11.1
hereof and by the Maintenance Agreement, and except as otherwise provided by Sections 13.1 and
13.2 above, LMI shall, regardless of the form of the cause of action, whether in tort, statute or
contract (including without limitation, negligence), or otherwise, be liable only for the actual direct
damages of DTF in an amount not to exceed twice (2x) the amount DTF paid LMI under this
Agreement.

Except as otherwise provided by Sections 13.1 (except 13.1 (b) (2)) and 13.2, in no event shall LMI
or its subcontractors be liable to DTF, in the aggregate, for all claims made with respect to this
Agreement, for more than the amounts specified in this Section 13.4.

13.5. DTF Liability. Except as otherwise allowed by applicable state or Federal law, if LMI should
become entitled to claim damages from DTF (including without limitation, for breach of contract,
breach of warranty, negligence or other tort claim), DTF shall be liable as determined in the New
York State Court of Claims.

13.6. Force Majeure. Neither party hereto shall be liable for any delay or failure to carry out,
perform or observe any of the terms or conditions of this Agreement to the extent such is due to
interruption of communication facilities outside of the reasonable control of the affected party,
errors in transmission (unless such error originated with, or at, the affected party and are solely due
to the negligence of the affected party’s employees, as the case may be), war, fires, lightning,
floods or emergency conditions, acts of God, labor actions, strikes or work stoppages by other than
the employees of the affected party, failure of equipment or facilities outside the reasonable control
of the affected party, or any similar or dissimilar causes beyond the reasonable control of the party
affected thereby. In the event of such cause, prompt written notice shall be given by the affected
party to the other party of the existence of such cause and the affected party shall take reasonable
steps to remove or remedy such cause as soon as practicable.

Article 14. Termination .

14.1. Termination for Convenience.

(a)   DTF may terminate this Agreement, in whole or part, without penalty or other termination charges due
      except as set forth below, upon sixty (60) calendar days written notice to LMI, if DTF determines that
      such action is in the best interests of the State. Such termination shall be referred to herein as
      “termination for convenience.” The amount due and payable to contractor in the event of DTF’s
      termination for convenience shall be the reasonable amount attributable to services rendered and
      Deliverables accepted by DTF prior to the date of such termination. In no event shall the amount paid
      for a Deliverable exceed the price set forth for the Deliverable in LMI’s Proposal or the applicable
      Statement of Work (unless an approved Change Order exists for such Deliverable), as appropriate. Upon
      termination of the Agreement for convenience and payment by DTF in accordance with the terms
      hereunder, neither party shall have any obligation, liability or responsibility to the other party under this
      Agreement except as provided in the Agreement and with respect to each party’s obligation to protect
      the confidential information of the other party as specified in this Agreement.

14.2. Termination for Cause by DTF.

(a)   If LMI materially fails to perform its obligations under this Agreement and does not, within ten (10)
      business days after receiving written notice from DTF describing the alleged material failure in
      reasonable detail, either:

                (1)      Cure the material failure; or

(2)     If the material failure is not one that can be reasonably cured
        within ten (10) business days, develop a plan to be given to and
        approved (which approval shall not be unreasonably withheld or
        delayed) by the Project Director to cure the material failure
        within a reasonable period of time from the date of the written
        notice and diligently proceed according to the plan until the
        material failure has been cured,

(3)     Then DTF may terminate this Agreement, in whole or in part,
        and pursue its available remedies under this Agreement, subject
        to the limitations contained in Article 13.
(b)   For purposes of this Article, “material failure to perform” by LMI is a failure to perform an obligation LMI
      is bound to perform under this Agreement which is so fundamental to the Agreement that the failure to
      perform the obligation defeats the essential purpose of the Agreement. “Material failure to perform” by
      LMI shall include, but not be limited to:

(1)     Significant and/or repeated failure to deliver a Deliverable in
        accordance with the timetable, price and/or performance
        standards applicable thereto, where such failure is attributable
        to LMI;

(2)     Failure to meet the obligations and responsibilities imposed on
        LMI by Article 4;

(3)     Failure to maintain the confidentiality of Federal or DTF
        information as prescribed in Article 13;

(4)     Breach of a material term or condition of any subcontract by
        LMI or the subcontractor, if such breach materially impairs
        LMI’s performance under this Agreement with the reasonable
        likelihood that a material failure to perform by LMI will occur;

(5)     LMI is or becomes insolvent or a party to any bankruptcy or
        receivership proceeding, or any similar action affecting the
        affairs or property of LMI;

(6)     Failure of LMI to remain a responsible contractor consistent
        with applicable New York State law, regulations and/or policy
        (which policy has been provided to LMI).
(c)   In the event of termination for default by DTF pursuant to this Section 14.2, LMI shall refund all monies
      paid by DTF to LMI hereunder (if such material breach occurs prior to or during the Warranty Period)
      and in addition LMI shall be liable for DTF’s direct damages resulting from such material breach, subject
      to the limitations and exclusions contained in Article 13.

14.3. Termination for Cause by LMI

(a)   If DTF materially fails to perform its obligations under this Agreement and does not, within ten (10)
      business days after receiving written notice from LMI describing the alleged material failure in
      reasonable detail, either:

                (1)     Cure the material failure; or

                (2)     If the material failure is not one that can be reasonably cured within ten (10)
                        business days, develop a plan to cure the material failure within a reasonable
                        period of time from the date of the written notice and diligently proceed
                        according to the plan until the material failure has been cured, then LMI may
                        terminate this Agreement, in whole or in part, subject to the limitations
                        contained in Article 13.

(b)   “Material failure to perform” by DTF is a failure to perform an obligation DTF is bound to perform under
      this Agreement which is so fundamental to the Agreement that the failure to perform the obligation
      defeats the essential purpose of the Agreement. “Material failure to perform” by DTF shall include, but
      not be limited to:

(1)     Nonpayment by DTF for Accepted Deliverables and/or other
        services provided by LMI; provided, however, that if
        nonpayment by DTF is due to failure of the State to timely enact
        a budget or to non-appropriation of funds under circumstances
        in which the executory clause included in Appendix A of
          Attachment 1 (the RFP) would excuse DTF non-performance,
          then nonpayment shall not be deemed to be a material failure
          to perform by DTF;

(2)       Failure to meet the obligations and responsibilities imposed on
          DTF by Article 4;

(3)       Failure to maintain the confidentiality of LMI information as
          prescribed in Article 12.
(c)     Upon termination by LMI pursuant to this Section 14.3, DTF's license and right to use the Deliverables or
        any part thereof, for which DTF has not paid, shall end immediately and DTF shall return to LMI the
        Deliverables and any other documents, manuals, data, information or materials furnished by LMI, as well
        as any copies thereof and shall destroy any embodiments of these materials stored in or on a reusable
        electronic or similar medium, including but not limited to memory, disk packs, tape, and other peripheral
        devices, and document in writing such destruction

Article 15. Miscellaneous Provisions.

15.1. LMI’s Guarantees. LMI shall pay, at its sole expense, all applicable permits, licenses, tariffs,
tolls, taxes and fees and give all notices and comply with all federal, state and local laws,
ordinances, rules and regulations of any governmental entity in conjunction with the performance of
its obligations under this Agreement.

15.2.     Insurance.

(a)     LMI and subcontractors shall procure and maintain the following insurance coverage for the duration of
        their work under this Agreement:

(1)       Commercial General Liability covering bodily injury and
          property damage liability with a limit of not less than
          $1,000,000 for each occurrence;
                  (2)   Worker’s      Compensation,       disability   and   unemployment       insurance     for
                  employees;

(3)       Employer’s Liability with limits of not less than $1,000,0000 for
          each accident, and;


(4)       Software Errors or Omissions Liability covering damages arising
          out of negligent acts, errors, or omissions committed by LMI or
          its employees or subcontractors, during the course of this
          Agreement, with a limit of liability of not less that $2,000,000
          for each claim.
(b)      Each such policy shall be documented to the State within two (2) weeks (fourteen (14) calendar days)
        of the commencement of this Agreement and the State shall receive thirty (30) calendar days advance
        written notice through the State’s designated representative under this Agreement in the event of a
        cancellation or material change in any such policy.

15.3. Risk of Loss. Risk of loss shall not pass to the State for a Deliverable or component of a
Deliverable, whether tangible or intangible, until successful completion of all prescribed Acceptance
for the Deliverable or component thereof.

15.4. Purchases. Purchases made by the State are exempt from New York State and local sales
and use taxes and, with certain exceptions, federal excise taxes. To satisfy the requirements of the
New York State Sales and Use Tax Law, either the Purchase Order issued by a State Agency or the
invoice forwarded by LMI to authorize payment for such items must reference this Agreement in
order to be considered sufficient evidence that the sale by LMI was made to the State. The State is
an exempt organization under Section 1116(a)(1) of the Tax Law. However, no person, firm or
corporation is exempt from paying the State Truck Mileage and Unemployment Insurances taxes or
Federal or State payroll taxes. For purposes of tax-free transactions under the Internal Revenue
Code, the New York State Registration Number is 14740026K.

15.5. LMI’s Tax Liabilities. All outstanding tax liabilities, due to the State of New York from LMI, or
LMI’s partners, employees, agents and subcontractors engaged in providing services under this
Agreement, other than tax liabilities being contested by any such party, must be satisfied prior to
the execution of this Agreement, or a payment schedule arranged for their speedy satisfaction.

          (a)     For each year of the Agreement term LMI shall attest in writing that LMI, and LMI’s
          partners, employees and subcontractors engaged in providing services hereunder, do not
          have any outstanding tax liabilities due to the State of New York. If LMI cannot so attest,
          LMI shall instead attest in writing that the party(ies) not in compliance has arranged a
          payment schedule for the speedy satisfaction of the outstanding tax liabilities, or that such
          tax liabilities are being contested with DTF. DTF reserves the right to verify any such LMI
          attestation during the term of this Agreement.

15.6.     Reserved


15.7.     Authorized Representatives.

          (a)Notice of Termination.

              (1) Where any termination notice is to be provided by LMI to DTF, LMI shall deliver such
                  notice to each of the following individuals:

                                  -Chief Financial Officer
                                  -Chief Information Officer
                                  -Project Director
                                  -Deputy Commissioner and Counsel
            (2) Where any termination notice is to be provided by DTF to LMI, DTF shall deliver such
                notice to each of the following individuals:

                                -LMI Chief Operations Offices
                                -Project Manager
                With copy to:
                                Elite Information Group, Inc.
                                5100 West Goldleaf Circle, Suite 100
                                Los Angeles, CA 90056
                                Attn: Chief Executive Officer

(b)   Execution of Contract Documents. Where a provision of this Agreement calls for execution of a contract
      document, the individuals authorized to execute documents on behalf of DTF are the Commissioner, the
      Executive Deputy Commissioner, the Chief Financial Officer, and the Assistant Director, Bureau of Fiscal
      Services.

The individual(s) authorized to execute contract documents on behalf of LMI is Monty Lunn.

(c)   All notices to be given pursuant to this Agreement shall be given in writing and shall be deemed properly
      received if given by hand, sent by certified mail return receipt requested or by means of an overnight
      courier service offering next day delivery and addressed as follows:

        If to DTF:      New York State Department of Taxation and Finance
                        State Office Campus Building 9 and/or Building 8
                        Albany, New York 12227
                        Attention: ______________

        If to LMI:      Law Manager, Inc
                        555 North Lane, Suite 6060
                        Conshohocken, PA 19428
                        Attention: __Monty Lunn__

        Notices given shall be deemed delivered (a) if delivered by hand, when received; (b) if sent
        by certified mail, when mailed; or (c) if sent by means of a courier, when received by the
        intended recipient.

Notwithstanding the foregoing, if any provision of this Agreement calls for notice in a manner or at a
time not specified above, such provision shall be controlling over the provisions of this section.

15.8. Approvals Required for Valid Contract. This Agreement shall not be deemed executed, valid
or binding unless and until approved in writing by the Attorney General and OSC.

15.9. Governing Law and Venue. Except where the Federal Supremacy Clause requires otherwise,
this Agreement shall be governed by and construed in accordance with the laws of the State of
New York without giving effect to its principles of conflict of laws. All disputes, controversies or
claims arising out of or in connection with this Agreement shall be litigated in a court of competent
jurisdiction within New York State.

15.10. Ethics Provisions. LMI shall comply with the requirements of Public Officers Law, §§73 and
74, and other State codes, rules and regulations establishing ethical standards for the conduct of
business with New York State. Failure to comply with those provisions may result in termination of
the Agreement, and/or other civil or criminal proceedings as required by law.

15.11. Assignment of Rights and Duties. LMI shall not assign, transfer, convey, sublet, or
otherwise dispose of this Agreement or its right, title or interest therein, or its power to execute
such Agreement to any other person, company, firm or corporation in performance of the
Agreement, other than the assignment of the right to receive monies due hereunder, without the
prior written consent of DTF. Prior to an assignment of the right to receive monies becoming
effective, LMI shall file a written notice of such assignment simultaneously with OSC and DTF.

15.12. Advertising. LMI understands and agrees that it may disclose the existence of this
Agreement following its execution and approval by the Attorney General and OSC, but LMI may not
disclose any particulars concerning such Agreement without first providing written notice to DTF
and obtaining the prior written consent of the DTF for such disclosure.

15.13. Continuity of Agreement. The terms and conditions of this Agreement shall remain in full
force and effect for the term of the Agreement, and LMI agrees to provide all Deliverables and
services for such term, regardless of any reorganizations, consolidations or mergers to which LMI is,
or may become, a party.

15.14. Waiver. No term or provision of the Agreement shall be deemed waived and no breach
excused, unless such waiver or consent to breach shall be in writing and signed by the party claimed
to have waived or consented. No consent by a party to, or waiver of, a breach under the
Agreement shall constitute a consent to, a waiver of, or excuse for any other, different or
subsequent breach. The rights, duties and remedies set forth in the Agreement shall be in addition
to, and not in limitation of, rights and obligations otherwise available at law.

15.15. Litigation Support. LMI shall, at DTF’s expense, provide such litigation support as DTF may
request during the term of the Agreement. This may include, but shall not be limited to, making
appropriate personnel available to provide affidavits and/or testify in administrative or judicial
proceedings, where issues regarding the CMS system are implicated.

15.16. Relationship of Parties. Notwithstanding any provision hereof, for all purposes of this
agreement, each party shall be and act as an independent contractor and not as partner, joint
venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract.
LMI is an independent contractor and is solely responsible for all taxes, withholdings, and other
statutory or contractual obligations of any sort.

15.17. Cooperation with Third Parties. LMI shall cooperate with all persons engaged in performing
       services for DTF, whether or not related to this Agreement, including, without limitation, DTF
       officers and employees and third-party vendors engaged by DTF.

15.18. Severability. If any term or provision of this Agreement shall be found to be illegal or
       unenforceable, then, notwithstanding such provision, the remainder of this Agreement shall
       remain in full force and effect, and such term or provision shall be deemed null and void. In
       addition, if any provision of the Agreement, for any reason, is declared to be unenforceable,
       the parties shall make a reasonable effort to substitute an enforceable provision that, to the
       maximum extent possible in accordance with applicable law, preserves the original intentions
       and economic positions of the parties.
15.19. Survivability. The following Articles shall survive any termination of this Agreement: 1, 2,
       7.2 (except as provided in Section 14.3(c)), 7.3 (Restrictions on Use), 7.4 (Title to CMS
       Project Deliverables), 7.5 (Source Code Escrow), 11.2, 11.3, 11.4 (so long as the
       Maintenance Addendum is in effect), 11.5, 11.7, 12, 13, 14 and 15.
                           Attachment 1
                       Request for Proposals
                         issued by DFT on
                        February 5, 2001,
                           (RFP #00-53)



             THIS ATTACHMENT IS FOR CONTENT PURPOSE ONLY
AS TABLE OF CONTENT NUMBERING MAY CONTAIN ERRORS DUE TO FORMATTING.
       CORRECTED VERSIONS AVAILABLE FROM VENDOR UPON REQUEST
                     REQUEST FOR PROPOSAL - No. 00-53
                                  FOR

                   LITIGATION & INVESTIGATION
                 CASE MANAGEMENT SYSTEM (CMS)

                              Issued by the State of New York
                                George E. Pataki, Governor

          ISSUING AGENCIES:                       ALL INQUIRIES & BID SUBMISSIONS:
              New York State                                     Larry Appel
      Department of Taxation & Finance            New York State Department of Taxation and
               Arthur J. Roth                                      Finance
              Commissioner,                               Bureau of Fiscal Services
             on behalf of DTF                       State Campus, Building 9, Room 234
                    and                                   Albany, New York 12227
    the New York State Division of Human                       (518) 457-0954
               Rights (DHR)                              larry_appel@tax.state.ny.us

                             TIMETABLE OF KEY EVENTS:
                              (See RFP, Section I.D for further details)
Event:

                                                                                     Date:

RFP Issue Date

                                                                               2/05/2001
Filing of Bidder’s Notice of Intent to Bid
                                                                               2/20/2001
Pre-Bid Conference*

                                                                               2/20/2001
Official State Response to Bidder Questions
                                                                               3/06/2001
Bid Proposal Due Date*

                                                                               3/27/2001
Timeframe:
             Delivery for Acceptance Testing:
                    DTF: 6 months from contract execution
                    DHR: 12 months from contract execution
             Acceptance Testing:
                    DTF: 30 day period from delivery
                    DHR: 30 day period from delivery



*MANDATORY BIDDER DEADLINES. Attendance at a mandatory pre-bid conference is a
  prerequisite to participating in this bid and receiving further information relating to this
                                          procurement.
TABLE OF CONTENTS

RFP Scope & Submission Overviews................................................................................................ 1
A. General Scope.....................................................................................................................          1
B. Issuing/Lead Agencies........................................................................................................               2
C. Contract Extension..............................................................................................................            2
D. Timetable of Key Events.....................................................................................................                2
E. Minimum Qualifications.....................................................................................................                 5
F. Liability for Bid Preparation...............................................................................................                6
G. Reserved Rights..................................................................................................................           6
H. Prime Bidder.......................................................................................................................         6
I. Subcontractors..................................................................................................................... 6
J. Reservation of Procurement Rights..................................................................................... 7
Background & RFP Goals................................................................................................................. 8
A. General................................................................................................................................     8
B. Goals of this RFP................................................................................................................           8
Functional Requirements.................................................................................................................. 10
Proposal Contents............................................................................................................................. 31
A. Proposal Format.................................................................................................................            31
B. General Structure of the Proposal......................................................................................                     31
C. Technical Proposal.............................................................................................................             32
                   1. Executive Summary.............................................................................................                32
                   2. Technical Submission...........................................................................................               34
D. Financial Proposal...............................................................................................................           37
V.                                                                                                                                                  Bid
                                                                                                                                                    Evaluati
                                                                                                                                                    on
                                                                                                                                                    Criteria..
A. NYS Evaluation Philosophy...............................................................................................                 38
B. Evaluation Process..............................................................................................................         38
                1. First Level Proposal Screening.............................................................................                      38
                2. Second Level Technical Evaluation & Product
                              Demonstration..........................................................................................               38
                3. Third Level Financial Evaluation Criteria.............................................................                           39
                4. Final Proposal Ranking.........................................................................................                  39
VI.    Contract Terms and Conditions.........................................................................................................       40
A. Administrative Processing...................................................................................................             40
B. Additional Products and Services......................................................................................... 40
C. Termination...........................................................................................................................40
D. Minority and Women-Owned Business Enterprises..............................................................40
E. Equal Employment Opportunity Standard Language..........................................................                                 41
F. Payment of Outstanding Tax Liabilities........................................................ .....................                     42
G. Security/Confidentiality......................................................................................................           42
H. Warranties & Guarantees....................................................................................................              43
                Product Conformance with Specifications............................................................                                 43
                Indemnification.....................................................................................................                43
                Title and Ownership Warranty..............................................................................                          43
                Contractor Compliance.........................................................................................                      44
                Product Warranty..................................................................................................                  44
                Replacement Parts Warranty.................................................................................                         45
                Virus Warranty......................................................................................................                45
                Workmanship Warranty........................................................................................                        45
                Year 2000 Warranty..............................................................................................                    45
                Performance Bond.................................................................................................                   45
                       Dispute Resolution.................................................................................................45
I. Ownership/Title to Project Deliverables..............................................................................                    46
                1. Definitions.............................................................................................................         46
                2. Title to Project Deliverables..................................................................................                  46
                3. Transfers or Assignments to a Third Party Financing Agent................................                                        47
                          4.Sale or License of Custom Products Involving Certifications
                                   of Participation......................................................................................................      47
                     5. Contractor’s Obligation with Regard to ISV (Third Party)
                                   Product..................................................................................................................   48
J. Contract Amendment..........................................................................................................                  48
K. Change in Law....................................................................................................................             48
L. Merger of Appendices/Conflict of Clauses.........................................................................                             48
M. Out of Scope Work.............................................................................................................                49
N. Time of the Essence............................................................................................................               49
O. Compliance with Laws........................................................................................................                  49
P. No Waiver...........................................................................................................................          49
Q. Maintenance........................................................................................................................           49
                     Basic CMS Maintenance.......................................................................................                              49
CMS Proprietary Products Releases/Upgrades....................................... 49
Enhancements in Functionality with Later Product Versions................. 50
Help Desk................................................................................................ 50
                     On-Site Maintenance.............................................................................................                          50
                     Supplemental Maintenance...................................................................................                               50
R. Payments.............................................................................................................................         50
S. Documentation.....................................................................................................................            51
T. Source Code Escrow............................................................................................................                51

             APPENDIX A
             Standard Clauses for New York State Contracts
             APPENDIX B
             Department of Taxation and Finance (DTF) CMS Requirements
             APPENDIX C
             Department of Human Rights (DHR) System Requirements CMS Requirements
             APPENDIX D
             Bid Protest Policy
             Applicable to this Procurement
             Protests/Appeals of Bid Specifications and Proposed Awards
             APPENDIX E
             Ethics Compliance
             Sections 73(5) and 74 of the NYS Public Officers Law
             APPENDIX F
             SilverCase System
             APPENDIX G
             Bidder Submissions
             APPENDIX H
             Participation by Minority Group Members and Women with Respect to State Contracts
             APPENDIX I
             Department of Taxation and Finance Secrecy Provisions
             APPENDIX J
             Division of Human Rights Secrecy Provisions
             APPENDIX K
             Intent to Bid Form
I.   RFP Scope & Submissions
     General Scope

           The purpose of this Request for Proposal is to solicit bids for a Case Management System
           (CMS) to be adapted for use by various New York State agencies. Bidders should note
           that at the sole discretion of the New York State Office for Technology, the selected
           solution resulting from this procurement may be adopted as a preferred statewide
           technology standard for all state agencies under NYS Executive Law 206-a. The CMS
           will establish individual agency databases that manage and track information used by
           agency counsels’ offices, investigators and administrative officials for litigation,
           administrative hearings and investigations in New York State agencies.

           Bidder shall offer and maintain for interested agencies a CMS meeting the core and/or
           optional requirements described below in Section III, “Functional Requirements”, that
           will provide for real time online tracking, calendaring and reporting of all litigation,
           administrative and investigation matters. The CMS offered shall be installed on servers
           provided by the State agencies and shall be able to accommodate all functions from
           workstations and their technical environments. The technical environment specifications
           for DTF and DHR are detailed in Appendices B and C, respectively.

           Bidders must furnish a CMS system that:

              meets the requirements listed below in the chart found in RFP, Section III,
                 “Functional Requirements”. The CMS System meeting these requirements
                 is intended to satisfy the core needs of at least 10 State agencies and may
                 be attractive to many more.
           b)    must meet the specific needs of Department of Taxation and Finance
                 (DTF) and Division of Human Rights (DHR) set forth in RFP, Section III,
                 Category I, Category II and further defined in Appendices B and C
                 respectively. Bidder is required, at time of submission, to furnish the
                 project plans described in Section IV C.2.c for DTF and DHR, and
           c)     is capable of providing, at the State’s option, an interface from CMS and
                 the NYS Attorney General’s Office case management system, SilverCase,
                 see Appendix F, both for real time transactions between agencies and to
                 allow a client agency to query the SilverCase database. This interface is
                 planned as a data transfer between two systems, with selected data
                 elements being transferred at specific intervals. An agency CMS would
                 pass data upon initialization of certain cases, specific and predetermined
                 updates, and closing of a case to the Attorney General. In turn the
                 Attorney General would pass data back to the agency regarding status and
                 the disposition. The State reserves the option to require the Vendor to
                 develop at a future time the interface necessary that, at a minimum, would
                 include a subset of data from and to CMS, in a format (e.g. XML) to be
                 prescribed by the State. This work would not occur in the first year of the
                 contract, but would be an additional feature to be provided by the vendor
                 at a later date, at the consulting rate provided in the contract and for a
                 mutually agreed upon scope and hours.




                                           Page 1
      B.     Issuing/Lead Agencies

             This RFP is issued by the State of New York, acting by and through the Department of
             Taxation and Finance (DTF) (“Issuing Agency”). The Department of Taxation and
             Finance and the Division of Human Rights (DHR) are the lead agencies for the CMS
             Project (“Lead Agencies”). (See RFP, Section II, Background & Goals, below.) It is the
             intent of this procurement that a single award will be made which will result in
             separately executed contracts between the selected bidder and each of the Lead Agencies.

      C.     Contract Extension
             Bidder’s offer and the contract(s) (if any) resulting from this bid, may be adopted by the
             New York State Office of General Services as a NYS Centralized Contract. The Bidder
             therefore hereby consents, in advance, to the adoption of this Agreement by the
             Commissioner of General Services pursuant to New York State Finance Law, Article 11.
             In the event that the Commissioner so exercises this discretion upon written notice to
             Bidder/Contractor, the terms of the offer herein will be available to all Authorized Users
             of NYS centralized contracts. “Authorized Users” are defined as New York State
             agencies or departments, or any other entity authorized by the laws of the State of New
             York to participate in NYS centralized contracts (including but not limited to political
             subdivisions, public authorities, public benefit corporations and certain other entities set
             forth in law), or as the State of New York acting on behalf of multiple such entities. In
             such event, Bidder/Contractor shall hold each such entity solely responsible for
             performance resulting from participation and a breach of the contract by any particular
             Authorized User shall neither constitute nor be deemed a breach of the contract as a
             whole, and shall not affect the validity of the contract nor the obligations of the
             Bidder/Contractor thereunder respecting non-breaching Authorized Users.

Timetable of Key Events

             RFP Issue Date - 2/5/01

             Filing of a Notification of Intent to Bid Form - 2/20/01
             If your firm is interested in submitting a proposal in response to the RFP, a Notification
             of Intent to Bid, (Appendix K) must be submitted in writing and received by Larry Appel,
             at the address set forth for “Inquiries and Bid Submissions” on the cover sheet of this
             RFP, no later than 5:00 p.m. Eastern Standard Time on 2/20/01. Written responses to
             questions concerning the RFP will only be given to Bidders who attend the Mandatory
             Pre-Bid Conference and file the "Notification of Intent to Bid".

             Pre-Bid Conference (Mandatory)* - 2/20/01
             A Mandatory Pre-Bid Conference will be held for this procurement in Albany, New York
             on 2/20/01.

             ATTENDANCE AT THIS CONFERENCE IS MANDATORY. VENDORS NOT
             PRESENT AT THE PRE-BID CONFERENCE WILL NOT BE ELIGIBLE FOR THIS
             PROCUREMENT. EACH BIDDER IS REQUESTED TO SEND NO MORE THAN
             TWO REPRESENTATIVES TO THE CONFERENCE AND IS ASKED TO CONTACT
             LARRY APPEL AT (518) 457-0954 AT LEAST FIVE BUSINESS DAYS IN
             ADVANCE TO CONFIRM ATTENDANCE.




                                               Page 2
    All proceedings taking place at the Mandatory Pre-Bid Conference will be mechanically
    recorded and a written record of the Pre-Bid Conference will be created. Prospective
    Bidders will have the opportunity to ask questions at the Conference, but are asked to
    submit their questions in writing five days prior to the Conference if practical. To the
    extent possible, the State will give oral responses to questions raised, PROVIDED
    HOWEVER, that the official response to any substantive questions will be provided in
    the official written response (see below). Any oral responses given by the State are
    unofficial and should not be relied upon in preparation of the bid.

    The State will provide all Bidders attending the Pre-Bid Conference with a written record
    of substantive questions raised either prior to or at the Pre-Bid Conference along with a
    record of the State’s official answer. The written response to questions is the official
    record for the procurement and only the answers provided in the official written record
    are to be relied upon in preparing a Bid proposal. The State reserves the right in the
    written record to change any oral response previously given by the State.

    Bid Proposal Due Date - 3/27/01
    SUBMISSIONS To facilitate the evaluation process, one (1) original and nine (9)
    copies of each of the Technical and Financial Proposals must be submitted. The
    Technical and Financial Proposal packages must be bound separately and clearly
    identified as such. Section IV contains instructions regarding the content and
    order of Technical and Financial Proposals. All bids are to be packaged, sealed
    and submitted to the following location:

                             Larry Appel
New York State Department of Taxation & FinanceBureau of Fiscal Services
                            State Campus
                       Building #9, Room 234
                       Albany, New York 12227
                            (518) 457-0954
                      larry_appel@tax.state.ny.us

    All bids must have a label on the outside of the package or shipping container outlining
    the following information:

                  “BID ENCLOSED” (bold print, all capitals)
                    RFP #00-53 Case Management System
                         Bid Submission date and time
                             Label: “Technical” or
                      “Financial” Proposal (as applicable)

    In the event that a Bidder fails to provide this information on the return bid envelope or
    shipping material, including whether the package contains the technical or financial
    proposals, the State reserves the right to open the shipping package to determine such
    information. Bidder shall have no claim against the State arising from such opening and
    such opening shall not affect the validity of the procurement.

    Notwithstanding the State’s right to open a bid to ascertain the foregoing information,
    Bidder assumes all risk of late delivery associated with the bid not being identified,
    packaged or labeled in accordance with the foregoing requirements.

    BID OPENING Bids will not be opened publicly. The State reserves the right at any
    time to postpone or cancel a scheduled bid opening.


                                     Page 3
TIMELY SUBMISSION Bidders are solely responsible for timely delivery of their bids
to the location set forth above prior to the stated bid opening date/time and are solely
responsible for delays in receipt, including but not limited to third party carriers.

PROPOSAL EFFECTIVE PERIOD Bidder's proposal must be firm and binding for a
period of at least 180 days following the bid proposal due date.

LATE BIDS No late bids will be submitted. Delays in United States mail deliveries or
any other means of transmittal, including couriers or agents of the State, shall not excuse
late bid submissions.

EXTRANEOUS TERMS Bids must conform to the terms set forth in this RFP, as
extraneous terms or material deviations (including additional, inconsistent, conflicting or
alternative terms) may render the bid non-responsive and may result in rejection. Only
those extraneous terms that meet all the following requirements will be considered as
having been submitted as part of the Bid:

   Each proposed extraneous term (addition, counter-offer, deviation, or
      modification) must be specifically enumerated in a writing which is not
      part of a pre-printed form; and
a.    The writing must identify the particular specification requirement (if any)
      which Bidder rejects or proposes to modify by inclusion of the extraneous
      term; and
b.    The Bidder shall enumerate the proposed addition, counter offer,
      modification or deviation from the Bid Document, and the reasons
      therefore.

Extraneous term(s) submitted on standard, pre-printed forms (including but not
limited to: product literature, order forms, license agreements, contracts or other
documents), whether or not deemed “material”, which are attached or referenced
with submissions and which do not meet the above requirements will not be
considered part of the bid or resulting contract, but rather will be deemed to have
been included for informational or promotional purposes only. Acceptance
and/or processing of the Bid shall not constitute such written acceptance of
Extraneous Term(s) or a waiver of the State's rights set forth above.

CONFIDENTIAL / TRADE SECRET MATERIALS Confidential, trade secret
or proprietary materials as defined by the laws of the State of New York must be
clearly marked and identified as such upon submission. Bidders/Contractors
intending to seek an exemption from disclosure of these materials under the
Freedom of Information Law must request the exemption in writing, setting forth
the reasons for the claimed exemption, at the time of submission. Acceptance of the
claimed materials does not constitute a determination on the exemption request, which
determination will be made in accordance with statutory procedures.

NO RECORDS CONCERNING THIS PROCUREMENT, INCLUDING DETAILS OF
THE BID SUBMISSIONS, WILL BE AVAILABLE PRIOR TO CONTRACT
APPROVAL AND EXECUTION.

Ethics Compliance All Bidders/Contractors and their employees must comply with the
requirements of Sections 73 and 74 of the Public Officers Law (See Appendix E), and
other State codes, rules and regulations establishing ethical standards for the conduct of

                                 Page 4
     business with New York State. In signing the bid, Bidder certifies full compliance with
     those provisions for any present or future dealings, transactions, sales, contracts, services,
     offers, relationships, etc., involving New York State and/or its employees. Failure to
     comply with those provisions may result in disqualification from the bidding process,
     termination of Contract, and/or other civil or criminal proceedings as required by law.

     Bid Evaluation & Selection
     See RFP, Section VI, regarding bid selection and evaluation methodology. To the extent
     permitted by law, Bidder’s proposal shall not be disclosed, except for purposes of
     evaluation and approval, prior to approval of the resultant agreement by the Comptroller
     of the State of New York. All materials submitted become the property of the State and
     may be returned at its sole discretion. Submitted proposals may be reviewed and
     evaluated by any personnel or agents of the State, other than one associated with a
     competing bidder. The State has the right to use any or all ideas presented in any
     response to this RFP. Selection or rejection of any Proposal does not affect this right.

     As part of the bid evaluation process, the State will require Bidder product
     demonstrations from those Bidders capable of receiving award in accordance with the bid
     evaluation criteria, such demonstration to be scheduled by the State. Failure of the
     Bidder to provide a successful Product demonstration within a reasonable timeframe
     during the evaluation process as determined by the State may result in disqualification of
     the Bid Proposal, at the State’s sole discretion.

     Notification of Award - 5/22/01
     The successful Bidder will be advised of selection by the State through the issuance of a
     "Notification of Award Letter." All bidders shall be notified of the selection or rejection
     of their Proposals. News releases relating to this RFP or the resulting agreement shall not
     be made by any bidder or its agent without the prior approval of the issuing agency.

     Anticipated Contract Term - 5 years
     The contract term shall commence upon approval of the New York State Comptroller and
     continues for a period of five (5) years.

     Timeframe:
            Delivery for Acceptance Testing:
                   DTF: 6 months from contract execution
                   DHR: 12 months from contract execution
            Acceptance Testing:
                   DTF: 30 day period from delivery
                   DHR: 30 day period from delivery

E.   Minimum Qualifications

     Bid proposals will be accepted from bidders which meet the following minimum
     qualifications. Bidder’s not meeting the minimum qualifications will be disqualified
     from further consideration.

         The Bidder must be a financially stable entity such that they may initiate and
            perform their obligations through the duration of the contract.
         The Bidder must have been in the business of developing and implementing
            legal and/or investigative case management software for at least three (3)
            years.
         The Bidder must have at least one case management system, in operation, in a

                                       Page 5
                government legal or investigative/enforcement agency with a minimum of
                50 users.

     Liability for Bid Preparation

        The State of New York is not liable for any cost incurred by a Bidder in the preparation
        and production of any proposal, including a vendor demonstration, if any, or for any
        work performed prior to the execution of a formal contract. Any costs incurred by State
        personnel for vendor demonstrations shall be paid by the State.

G.      Reserved Rights

        NYS reserves the right to:
        1.     Make typographical corrections to proposals, with the concurrence of Bidders.
        2.     Correct computational errors with the written concurrence of the Bidder.
        3.     Establish an extended systems acceptance testing period and, if is not satisfied
               with the performance of the product during this testing period, may award the
               contract to the next most responsive bidder.
        4.     Determine a tie breaking mechanism for award of the contract to serve the best
               interests of the State.

H.      Prime Bidder

        Bidder shall act as the Prime Contractor under this agreement and shall be held solely
        responsible for contract performance by Bidder, its employees, subcontractors and
        agents. Bidder shall be responsible for payment of all sub-contractors and suppliers,
        including all third party equipment and service providers contracted by or through Bidder
        in performance of the agreement. Where equipment or services are supplied by or
        through Bidder under this agreement, it is mandatory for Bidder to assume full
        integration responsibility for delivery, installation, maintenance, performance and support
        services for such items. Bidder shall also be responsible for payment of any license fees,
        rents or other monies due third parties for services or materials provided under this
        agreement.

I.      Subcontractors
        Due to the complexity and scope of requirements of the RFP, Bidder may utilize one or
        more subcontractors to deliver the all equipment and system components and perform the
        specified services. The State’s consent is required in advance prior to subcontracting any
        portion of this agreement. The State’s failure to receive or request such agreements shall
        not constitute a waiver of these rights.




                                         Page 6
J.   Reservation of Procurement Rights

     The State reserves the right to amend the RFP and, if necessary, addenda will be provided
     to all prospective bidders that were sent a copy of the RFP. The State further reserves the
     right to:

     1.      Make an award under this RFP in whole or in part;
          Withdraw the RFP, at its sole discretion;
          Disqualify any bidder whose conduct and/or Proposal fails to conform to the
             requirements of the RFP;
          Change the scheduled dates stated in this RFP;
          Seek clarifications for purposes of fully understanding of responsiveness to
             solicitation requirements, and seek revisions from all offerors capable of
             receiving award. Nothing in the foregoing shall mean or imply that it is
             obligatory upon the Commissioner to allow clarifications or adjustments of bids
             as provided for herein;
          Eliminate mandatory requirements unmet by all Bidders;
          Use the Proposal, information obtained through site visits, management
             interviews and the State’s investigation of a Bidder’s qualifications,
             experience, ability or financial standing, and any material or information
             submitted by the Bidder in response to the State’s request for clarifying
             information in the course of evaluation and selection under this RFP;
          Conduct contract negotiations with the next eligible responsible Bidder should
             the State be unsuccessful in negotiating an agreement with the selected
             Bidder within a timeframe acceptable to the State; such timeframe is to be
             determined solely by the State based on the best interest of the State.




                                      Page 7
II.   Background & RFP Goals
      A.      General

              More than 60 agencies within NYS have responsibilities that include investigation,
              litigation and/or administrative rulings – all activities that can be grouped together under
              the general heading of handling “legal and investigative cases”. While the legal cases
              can be civil, administrative, or criminal, there are common themes that apply to all:

              ·       Case information concerning people, businesses, and other entities involved in
                      the case is collected and maintained;
              ·       Cases are presented or defended before an entity with some legal authority; and
              ·       Case results are handed down.

              Case information generally includes a significant amount of data, reports and evidence.
              The challenge for agencies is to manage this case information to support their overall
              mission.

              A survey performed in 1998 of 61 NYS agencies concluded that, although NYS was
              involved in more than 42,000 active litigation cases annually, many agencies do not have
              a readily accessible repository of information about these cases. Capabilities for existing
              case management range from computer databases (identified by 32% of the agencies)
              such as Microsoft Access or Paradox to manual index-card systems in some of our largest
              agencies. No existing system provides the advanced tools necessary for efficient handling
              of cases -- or in the case of investigation -- a means to understand the larger implication
              of trends involving the results of multiple cases.

              The cases handled by these agencies are of three fundamental types: litigation,
              administrative actions and investigations.

              ·       Litigation cases are those that have entered the judicial system, and their
                      associated data is predominantly case notes, legal documents such as depositions,
                      court dates and so on.
              ·       Administrative cases are those that involve a complaint and associated data
                      consists of written complaints and responses, hearings, rulings and so on.
              ·       Investigative cases are characterized by the compilation of various data in the
                      form of reports and a great deal of evidence that must be collected, reviewed, and
                      analyzed.

           Goals of this RFP

              The goals of the Case Management System are three fold:

                  Improve efficiency in litigation and investigative cases
                     ·      Decrease or eliminate redundant data entry
                     ·      Save on system-wide labor costs by reusing data
                     ·      Decrease paper generation and flow
                     ·      Allow more than one person access to a file at a time

                                                Page 8
                         ·      Save money and time by electronically transferring paperwork
                         ·      Automate written report functions
                      Improve the quality of decision-making and judgements
                         ·      Allow staff to focus on value added tasks
                         ·      Decrease likelihood of errors
                         ·      Provide timely, complete and comprehensive information
                         ·      Analyze, sort and create new forms of data
                         ·      Speed availability of information
                         ·      Increase data uniformity and reliability

                      Improved accountability and policymaking
                         ·      Capture and manipulate demographic data of persons, vehicles and
                                property involved in cases
                         ·      Track evidence from acquisition to release or destruction
                         ·      Generate standard and ad hoc management reports
   Functional Requirements

       Bidder must meet or exceed the functional requirements set forth in the following schedule for
       Category I and II requirements.

       The requirements in the following section are categorized as follows:

       Category I:       These features must be offered by the Bidder and will be required by any CMS
                         system acquired under this RFP.

       Category II:      These options must be offered by Bidder and may be required by agencies.

       Category III:     Bidder does not have to offer these features but if they are offered, bidder may
                         furnish a unit price for each element.

       Mandatory Minimum Qualifications

       Bid proposals will be accepted from bidders which meet the following minimum qualifications.
       Bidders not meeting the minimum qualifications will be disqualified from further consideration.

The Bidder must be a financially stable entity such that they may initiate and perform their
   obligations through the duration of the contract.
       2.     The Bidder must have been in the business of developing and implementing legal
              and/or investigative case management software for at least three (3) years.
       3.     The Bidder must have at least one case management system, in operation, in a
              government legal or investigative agency with a minimum of 50 users.




                                                  Page 9
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                        Comment                      Example

1         Create Case

1A                                     Create a case on the system and systematically    Store system create date
                                       assign a Case ID.

1B                                     Capture multiple Case Types and supervising                                    For DTF, some examples are
                                       attorney/investigator.                                                         OOC - litigation, bankruptcy,
                                                                                                                      small claims, etc; OTE -
                                                                                                                      regulatory inspections,
                                                                                                                      investigations.

1C                                     Capture “Person” information - Person             Need the ability to store    For DTF, Taxpayer
                                       involved in the action of the case, defendant,    multiple names, ID and       Identification number,
                                       respondent, plaintiff.                            addresses (Business,         Taxpayer name, multiple
                                                                                         Individual and Joints). If   addresses, phone and fax
                                                                                         TPID already exists on       number.
                                                                                         CMS system, retrieve
                                                                                         taxpayer information
                                                                                         systematically.

1D                                     Capture “Other Contacts” information (e.g.,       Need the capability to       For DTF, Legal
                                       witnesses).                                       associate persons.           Representative information:
                                                                                                                      name, address, period, POA,
                                                                                                                      phone number, fax number.

1E                                     Capture information specific to the case or                                    For DTF, specific assessment
                                       “Matter.”                                                                      and refund information,
                                                                                                                      bankruptcy information, etc.

1F                                     For some case types, capture acknowledgment       Need to define for which     For DTF, notification prior to
                                       date and generate automatic notification tot he   case types, the timeframes   60 day expiration period.
                                       assigned attorney before a time period. Place     for expiration and
                                       the due dates on the attorney’s calendar.         notification/alarm times.


                                              Page 10
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                         Comment                       Example
1G                                     Capture “Court” information.                                                     For DTF, Forum, Judge’s
                                                                                                                        Name, Presiding Officer,
                                                                                                                        District and appropriate
                                                                                                                        salutation.

1H                                     Capture other information that may be needed                                     For DTF, an existing case ID
                                       for exchange of information within the                                           from Bureau of Conciliation
                                       agency.                                                                          and Mediation.

1I                                     Link associated cases.

1J                                     Other than the linked cases, prevent duplicate
                                       case creation.

1K                                     Generate automatic internal (within the            Notice will contain           For DTF, Taxpayer ID and
                                       agency) notices to other agency users to           information relevant to the   assessment information.
                                       perform a task relating to the case.               case as needed.

1L                                     Generate external (outside the agency)             Determine which case
                                       notices/documents depending on case type.          type and event should
                                                                                          trigger notice and type of
                                                                                          notice.

1M                                     Provide a free format text area with word                                        For DTF, for entry of final
                                       processing features that can be secured so it is                                 investigative report.
                                       not editable once the text is saved.

1N                                     Skip tasks - Ability to jump directly to a later                                 For DHR, move to legal
                                       function in the case workflow process.                                           administration portion
                                                                                                                        (skipping preliminary steps).

1O                                     Copy case information - Ability to copy case
                                       information easily from one case to another.
                                       For repetitive case information data entry,


                                               Page 11
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                        Comment                       Example
                                       system remembers previous case information
                                       entered and displays information for next case
                                       entry.

1P                                     Repeat Notification- For certain notifications    Define which system
                                       and alarms, repeat notification periodically      notification should have a
                                       until task/issue is done or resolved.             repeating feature, how
                                                                                         often and what event
                                                                                         causes the feature to stop.

2         Case Assignment

2A                                     Provide screen display of unassigned cases (in
                                       agency preferred order) and link association in
                                       the supervising attorney’s inventory.

2B                                     Provide the ability to assign one or more cases
                                       by Case ID to one or more persons.

2C                                     Generate an automatic notification to the
                                       person(s) that a case has been assigned to
                                       them.

2D                                     Provide the ability to reassign cases to one or
                                       more persons within the group or to another
                                       supervising attorney and generate automatic
                                       notice to person(s) assigned.

3         Related Cases                Provide the ability to associate related cases                                  For DTF, when TPID is
                                       and provide display/search capability of any                                    entered, system should
                                       cases that are associated.                                                      display all associated cases.

4         Update Case

                                       Update Case - Allow fields to be updated on a     Update means the ability      For DTF, capture fields for

                                              Page 12
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                         Comment                      Example
4A                                     case.                                              to key new fields as well    scheduled hearing
                                                                                          as modify existing fields.   information, briefs filed,
                                                                                                                       hearing results, motions and
                                                                                                                       rulings received, settlement
                                                                                                                       agreements, status codes.

4B                                     Automatically update the case (activity) log       Determine which update
                                       for certain field updates.                         fields generate log
                                                                                          updates.

4C                                     Automatically update calendar for certain          Determine which update
                                       field updates, such as hearing date.               fields generate calendar
                                                                                          updates.

4D                                     Generate cover letter. Ability to key certified                                 For DTF, cover letter for
                                       mail number.                                                                    answer to petition.

4E                                     Generate other notification prior to previously    Determine which events
                                       entered expiration dates.                          should have automatic
                                                                                          notices. Determine
                                                                                          method of notification,
                                                                                          e.g., electronic mail,
                                                                                          alarm, etc.

4F                                     Generate notification to other units within the    Determine what field
                                       agency or to outside agencies to inform of         update would cause
                                       latest update or status change.                    notification. Determine
                                                                                          notification method, e.g.,
                                                                                          electronic mail, alarm,
                                                                                          report, etc.

4G                                     Provide a free format text area with work                                       For DTF, for entry of final
                                       processing features that can be secured so it is                                investigative report.
                                       not editable once the text is saved.

                                               Page 13
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                          Comment                    Example

4H                                     Capture one or more violations and store the                                   For DTF, an investigative
                                       outcome/disposition associated with each                                       case can result in multiple
                                       violation along with the historical statistics of                              violations. Each violation
                                       each violation.                                                                can take a different path and
                                                                                                                      have a different outcome.

5         Case Log

5A                                     Provide for entry of comments, contacts,
                                       contact type, dates of contacts for each case
                                       type and relate to a case.

5B                                     Displays a history of case events previously
                                       entered or automatically added to the log.
                                       Identifies whether the log entry was system
                                       generated or manual update.

6         Close Case

6A                                     Capture Closing information applicable to the
                                       case type, including prevailing party.

6B                                     Make appropriate automatic updates to case          Determine which update
                                       log.                                                types would cause case
                                                                                           log update. Determine
                                                                                           case log entry
                                                                                           information.

6C                                     Make appropriate automatic updates to               Determine which update     Upon case closure, hearing
                                       calendar for certain fields                         types would cause          dates scheduled in future
                                                                                           calendar update.           should be automatically
                                                                                           Determine case log entry   deleted.
                                                                                           information.


                                               Page 14
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                         Comment                     Example
6D                                     Provide a free format text area with work                                      For DTF, for entry of final
                                       processing features that can be secured so it is                               investigative report.
                                       not editable once th text is saved.

7         Reopen Case                  Provide the ability to reopen a case that has                                  For DTF, need the ability to
                                       been closed on the system.                                                     change forum and status
                                                                                                                      codes.

8         Inquiry

8A                                     Provide inquiry screens to view cases and
                                       produce reports based on queries.

8B                                     Provide search capability (on any field) for                                   Define search criteria
                                       retrieval of case(s) information with option to                                (Taxpayer ID, Name, Case,
                                       view and/or print the data.                                                    ID, etc.).

9         Calendar

9A                                     provide capability for ad-hoc/manual                                           Adding events to calendar
                                       calendaring.                                                                   online.

9B                                     System must auto-capture specified dates and       Define dates to be auto-
                                       automatically update the case log and calendar     captured.
                                       for certain fields.

9C                                     Provide calendar viewing capability for both       Both individual and group
                                       individual and group levels.                       levels.

9D                                     Display calendar graphically weekly,
                                       monthly, daily views.

9E                                     Provide ability to print calendar view.

                                       Provide the ability to reserve/schedule

                                              Page 15
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                        Comment                 Example
9F                                     locations on the calendar. Event simultaneous
                                       entry on personnel and location calendars.

10        Reports

10A                                    Provide the ability for the system to             Define report
                                       automatically generate standard reports           requirements.
                                       periodically using any or all data elements
                                       captured in the CMS. This includes reports in
                                       statistical, graphical and tabular form.

10B                                    Provide the ability to generate ad-hoc reports.

11        Print                        Provide the ability to print from any view or
                                       screen in the system.

12        Date Calculator              Provide the ability to calculate future dates
                                       based on dates and timeframes entered.

13        Security                     Provide system security that limits access by                             For DTF OOC e.g., there are
                                       function and user type (role).                                            the following roles: data
                                                                                                                 entry personnel, individual
                                                                                                                 OOC attorneys, other
                                                                                                                 attorneys - contractual, per
                                                                                                                 diem and other agency with
                                                                                                                 limited access, other DTF
                                                                                                                 staff, managing attorneys and
                                                                                                                 office management staff.

14        Archive Cases                Provide the ability to archive (store outside
                                       system) older, closed cases. Provide ability to
                                       retrieve archived cases as needed.

15        Secure Web Server/Browser
             h l

                                              Page 16
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                        Comment                 Example
          Technology

15A                                    CMS is accessed through a web browser.

15B                                    CMS must provide a secure access protocol
                                       such as SSL, Secure Socket Layer technology.

15C                                    User Interface (GUI) - home page/portal:
                                       System main page should be constructed on
                                       appropriate functions for particular user group
                                       logon.

15D                                    All communications between the CMS, State
                                       staff at various locations and per diem or
                                       contractual legal representatives must be
                                       based on TCP/IP protocol and file transfers
                                       must be accomplished using File Transfer
                                       Protocol (ftp). All systems developed will be
                                       compatible with a variety of software and
                                       operating system environments as indicated in
                                       Appendices B and C.

16        Maintenance                  Bidder must meet the minimum requirements
                                       set forth in RFP Section VI, Sub-Paragraph V,
                                       for online tech and help desk; onsite tech
                                       support if requested and maintain system
                                       documentation.

16A                                    The bidder shall fully describe its
                                       maintenance support and costs to support or
                                       upgrade the product, including agreeing to fix
                                       any deficits in the product’s operability.

16B                                    The bidder shall agree to provide online
                                         h i l dh l d k                f        d
                                              Page 17
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                          Comment               Example
                                       technical and help desk support from Monday
                                       through Friday, 8:00 a.m. to 6:00 p.m. EST.

16C                                    The bidder shall agree to initiate resolution of
                                       identified problems within 24 hours of contact
                                       and shall resolve the problem expeditiously.

16D                                    The bidder shall provide onsite technical
                                       support upon State Agency (client) request
                                       and shall describe the attendant costs and
                                       anticipated response time for such service.
                                       Bidders shall affirm the bidder can provide a
                                       48-hour emergency onsite response.

16E                                    The bidder shall invest in CMS upgrades and
                                       shall describe the terms of obtaining such
                                       upgrades, including installation.

16F                                    The State reserves the right to obtain
                                       subsequent modifications or enhancements to
                                       the CMS from the bidder, which are unique to
                                       the State, under the terms of this contract, at a
                                       cost agreed to between the State and the
                                       bidder.

16G                                    The bidder shall certify that the bidder will
                                       update and maintain system documentation.

16H                                    The bidder shall provide a
                                       maintenance/replacement plan that ensures
                                       CMS reliability.

17        Training (Users, System
          Administrators and Tech


                                               Page 18
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                        Comment                     Example
          Staff)

17A                                    The bidder must propose a training                Appendices B and C
                                       implementation plan for users and technical       identify the regions of
                                       staff at client agency’s premises including       training required for the
                                       start date and training completion date. The      issuing agencies,
                                       training plan must offer training to the test     Department of Taxation
                                       user group and technical staff on or shortly      and Finance and the
                                       before the start of testing and must offer        Division of Human
                                       training to users within one week of office       Rights.
                                       wide installation. The training plan must also
                                       include mechanisms to train future new users
                                       after product implementation by means of
                                       online or other electronic training methods. In
                                       addition to Albany, the training plan must
                                       include New York City and potentially other
                                       named regions of the State.

17B                                    Training shall include onsite user training,
                                       training manuals, system maintenance
                                       (“administrator”) training and technical
                                       training for staff, as well as a description of
                                       what training resources are available for
                                       subsequent staffing changes, software
                                       upgrades or other projects which cannot be
                                       accomplished at the initial installation.

17C                                    The bidder must provide hard copy manuals
                                       or online training manuals for users.

17D                                    The bidder must provide onsite, online or hard
                                       copy training for future upgrades and releases
                                       for both users and technical staff.


                                               Page 19
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name              Description of Requirement                         Comment               Example
18        Backup and Recovery           Bidder provides a plan for backup and
                                        restoring application.

19        Audit Train, Audit Ability,   System has an audit trail, reports for audit
          Internal Controls             controls and internal control features.

19A                                     The bidder must provide for an automated
                                        audit trail in the CMS which records all record
                                        modifications and access. At a minimum, the
                                        audit trail must identify the time, date, user
                                        and modification made.

19B                                     The bidder must provide an automated
                                        mechanism in the CMS for auditing and
                                        reporting audit trail data.

19C                                     The bidder must agree to implement
                                        additional quality controls to correct
                                        deficiencies identified through program
                                        audits, a subsequently identified need for
                                        internal control or other such omissions.

20        Y2K                           Bidder warranties that application is Y2K
                                        compliant.

20A                                     The bidder shall certify that all software,
                                        hardware and equipment will accurately
                                        process data which involve dates which
                                        reference single or multiple centuries (i.e., YR
                                        2000 Compliant).

                                        At the time of bid, bidder is required to
                                        disclose in writing to an authorized user:



                                               Page 20
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                         Comment                Example
                                       for bidder products and for products
                                       (including, but not limited to, bidder and/or
                                       third party products and/or authorized user’s
                                       installed products) which have been specified
                                       to perform as a system: compliance or non-
                                       compliance of the products individually or as
                                       a system with the warranty set forth below;
                                       and

                                       for third party product not specified as part of
                                       a system: compliance on the grounds that the
                                       bidder has passed-through the third party
                                       manufacturer Year 2000 Warranty or non-
                                       compliance because the bidder indicates that
                                       they cannot pass through the third party
                                       manufacturer’s Year 2000 Warranty.

                                       Year 2000 Warranty:

                                       NOTE AN ABSENCE OR FAILURE TO
                                       FURNISH THE REQUIRED WRITTEN
                                       WARRANTY DISCLOSURE SHALL BE
                                       DEEMED A STATEMENT OF
                                       COMPLIANCE BY THE VENDOR OF THE
                                       PRODUCT(S) OR SYSTEM(S) IN
                                       QUESTION WITH THE YEAR 2000
                                       WARRANTY STATEMENT SET FORTH
                                       BELOW.



                                       warranty statement:
                                       Bidder warrants that product(s) furnished
                                       pursuant to this agreement shall, when used in

                                              Page 21
Category 1 (Core CMS Requirements) These features must be offered by bidder and will be required by any CMS system acquired under this RFP.

No.       Requirement Name             Description of Requirement                        Comment                 Example
                                       accordance with the product documentation,
                                       be able to accurately process date/time data
                                       (including, but not limited to, calculating,
                                       comparing and sequencing) from, into and
                                       between the twentieth and twenty-first
                                       centuries, and the years 1999 and 2000,
                                       including leap year calculations. Whereas
                                       purchase requirements that specific products
                                       must perform as a package or system, this
                                       warranty shall apply to the products as a
                                       system.

                                       In the event of any breach of this warranty,
                                       bidder shall restore the product to the same
                                       level of performance as warranted herein, or
                                       repair or replace the product with confirming
                                       product so as to minimize interruption to
                                       Authorized User’s ongoing business
                                       processes, time being of the essence, at
                                       bidder’s sole cost and expense. This warranty
                                       does not extend to correction of Authorized
                                       User’s errors in data entry or data conversion.
                                       This warranty shall survive beyond the
                                       termination or expiration of the agreement.
                                       Nothing in this warranty shall be construed to
                                       limit any rights or remedies otherwise
                                       available under this Agreement.

21        Directory of Persons         Create central directory of persons on contacts
                                       from information in cases.




                                              Page 22
Category II (Optional CMS Requirements) These options must be offered by bidder and may be required by agencies.

No       Requirement Name             Description of Requirement                        Comment                    Example

1        Evidence Tracking            Ability to record information relating to
                                      seized evidence. Generate a unique tracking
                                      number and affiliate with the case. Ability to
                                      search and report on the entire inventory of
                                      evidence by case, by location, by type of
                                      evidence, by date seized and other criteria.

2        File Tracking                Ability to store location of the paper files of
                                      the case.

3        Intelligence Analysis        Ability for CMS to determine appropriate set
                                      of documents to be generated based on user
                                      field entries.

4        Seal/Unseal Cases            With proper security access, provide the
                                      ability via use entry to protect certain case
                                      information from view and to withdraw
                                      protection upon demand.

5        Customizable                 Ability of the system can be reconfigured or                                 Can customize workflow
                                      customized to admit new features (e.g., case                                 according to agency specific
                                      types), with the new configuration done by                                   needs.
                                      either agency personnel or outside contractors.

6        Data Exchanges

6A                                    Ability of the CMS to electronically send and     Identify all events that   For DTF, this includes
                                      accept data from other internal agency            cause data transfer both   directly importing
                                      systems, such transfer to be by real time or      ways and frequency of      information from other DTF
                                      batch transmittal.                                data exchanges.            legacy systems (CARTS),
                                                                                                                   integrate with Lotus Notes
                                                                                                                   electronic mail to send or
                                                                                                                   receive messages from the

                                              Page 23
Category II (Optional CMS Requirements) These options must be offered by bidder and may be required by agencies.

No       Requirement Name             Description of Requirement                      Comment                  Example
                                                                                                               CMS, notify other
                                                                                                               organizations within the
                                                                                                               agency of the results of case
                                                                                                               (See examples Appendix B.)

6B                                    Ability of the CMS to electronically send and                            E.g., Attorney General’s
                                      accept data from systems external to the                                 Silvercase system, PACER
                                      agency, such transfer to be enabled by real                              system, EEOC.
                                      time or batch transmittal.                                               Additionally, for DTF, this
                                                                                                               includes directly importing
                                                                                                               information from accepting
                                                                                                               courts (PACER) information.

7        Scanning                     Ability to scan text, graphic images and
                                      documents into the CMS.

8        Document
         Generation/Creation

8A                                    Provides document assembly within the CMS.                               System generates pre-
                                                                                                               formatted documents
                                                                                                               automatically with inclusion
                                                                                                               of boiler-plate determined by
                                                                                                               data entry field selections or
                                                                                                               scripts.

8B                                    Document assembly allows utilizing a word
                                      processing application.

9        Document Management

9A                                    Ability to electronically transmit documents
                                      created.

                                      Indexes such documents consistently and in

                                             Page 24
Category II (Optional CMS Requirements) These options must be offered by bidder and may be required by agencies.

No       Requirement Name             Description of Requirement                         Comment                      Example
9B                                    coordination with CMS case indexing.

9C                                    Maintains all documents related to a case in
                                      an electronic folder automatically.

9D                                    Allows user to move seamlessly between
                                      CMS and the document management function.

9E                                    Limit access to confidential documents in
                                      designated subfolders to staff with appropriate
                                      clearance only.

10       Record Certified Mail        Automate the completion and recordkeeping
                                      for certified/return receipt mail.

11       Data Conversion

11A      Automated                    Convert the existing data from the current         Define which cases need      For DTF, Investigation case
                                      systems to the new CMS                             to be converted, open and    system is Model 204 system,
                                      automatically/systematically.                      closed. Identify where old   IBM database for Litigation,
                                                                                         data doesn’t equate to new   PC based systems, CLMS
                                                                                         data fields.                 and Lotus Notes for
                                                                                                                      Bankruptcy.

11B      Manual                       Provide the ability to manually enter existing     Requires the ability to
                                      open and closed cases from current                 override system generated
                                      application to the new CMS.                        dates (i.e., case create
                                                                                         date). Such ability should
                                                                                         be restricted.

12       Expunge Cases                Provide the ability to delete case information
                                      from the system, i.e., eliminate certain defined
                                      elements that would identify an accused
                                      person.


                                             Page 25
Category II (Optional CMS Requirements) These options must be offered by bidder and may be required by agencies.

No        Requirement Name               Description of Requirement                       Comment                     Example
Category III (Optional CMS Requirements) Bidder does not have to offer these features, but if they are offered, Bidder may furnish a unit price for
each element.

II        Optional Features

No        Requirement Name               Description of Requirement                       Comment                       Example

1         High Level Artificial          System will analyze historical data and assist
          Intelligence                   in recommendations for resolving cases.

2         Messaging                      Embedded messaging or e-mail to allow
                                         communication between all users.
                                         Management can broadcast messages to all
                                         users or groups of users.

3         Public access via internet     Allow secure, limited access to CMS
                                         information, to the




                                                Page 26
IV. Proposal Contents
     A.   Proposal Format

          The requirements established by this RFP with respect to format and content shall be
          enforced in evaluating Proposals. The Bidder's compliance with the format prescribed
          herein, as well as the Bidder's response to each specific requirement, shall be considered
          during the evaluation process.

     B.   General Structure of the Proposal

               Binding of Proposal
                  Two separate, three ring binders, with sub-sections ordered and labeled in
                  accordance with the requirements set forth this Section IV, must be submitted as
                  follows:

                   Technical Submission (1st Binder)
                   Financial Submissions (Separately Submitted Binder(s))

                   No pricing information should be submitted in the Technical Proposal Binder(s),
                   and vice-versa.

                   The official name of the organization must appear on the outside front cover of
                   each binder. The official name of the organization must also appear on the
                   binder’s spine. A label indicating “Technical” or “Financial” Proposal must be
                   on both the cover and the spine.

          2.       Table of Contents
                   Each Binder must include a Table of Contents. It is through this Table of
                   Contents that the State will evaluate conformance to uniform Proposal content
                   and format.

          3.       Index Tabs
                   Each major section of the Proposal must be labeled with an index tab that
                   completely identifies the title of the major section as it is named in the mandatory
                   Table of Contents.

          4.       Page Numbering and Dating
                   Each page of the Proposal must be dated and numbered consecutively from the
                   beginning of the Proposal through all appended material.

          5.       Updating and Correcting Proposal
                   Should it be necessary for the Bidder to submit corrections or additional
                   information in support of its Proposal, it must be submitted in accordance with
                   the following format: All new or replaced pages shall show the date of the
                   revision and indicate the portion of the page being changed. This latter



                                          Page 27
                     requirement shall be fulfilled by drawing vertical lines down both margins of all
                     affected passages.
                     Upon written notification by the Bidder, and agreement by the State, new or
                     replaced pages may be placed in the Proposal.

       C.    Technical Proposal

             The Technical Proposal must include separate responses to each of the following
             requirements. The responses must be set forth in separate sections of the binder and must
             appear in the same order as shown below, must be identified by index tabs, and must
             appear in the Table of Contents:

Executive Summary
                     No cost data should be included in the Executive Summary.

                          Formal Offer
                             A transmittal letter signed by an official authorized to bind the
                             Bidder to its provisions. The transmittal letter must contain the
                             following:

                              ·       A statement as to the period during which the provisions of
                                      the Proposal shall remain valid. A minimum of 180 days
                                      from the Proposal due date is required;
                              ·       A statement affirming that the Bidder possesses the legal
                                      capacity to enter into a contract with the State of New York
                                      (formally executed acknowledgement);
                              ·       A statement of acceptance by the Bidder of the terms and
                                      conditions set forth in RFP, Section VI, including Standard
                                      New York State Appendix A, and Bidder’s certification of
                                      the non-collusive bidding statement and MacBride
                                      Principles contained therein; and
                              ·       An affirmative statement and guarantee that the Bidder’s
                                      proposal meets or exceeds all functional requirements of
                                      the RFP.

                     b.       Qualifiers
                              In support of qualifiers 1 through 3, bidders must provide the
                              following information/documentation:

                              Qualifier 1    The Bidder's three most recent Generally Accepted
                                             Accounting Principles (GAAP) annual audited or
                                             independently reviewed financial statement, the
                                             most recent GAAP quarterly statement.
                                             Additionally, for each subcontractor with whom the
                                             Bidder shall be subcontracting, if any, to provide
                                             any of the services required under this RFP, the
                                             most recent GAAP annual audited or reviewed
                                            Page 28
                        statement and the most recent GAAP quarterly
                        statement. The Bidder must provide the following
                        information for itself and any proposed
                        subcontractors: information on date, form, and state
                        of incorporation. Bidder must provide a bank
                        reference to attest to its financial stability. These
                        references must be provided separately and must
                        include bank name, address, contact person name
                        and telephone number.

         Qualifier 2    Documentation confirming the bidder has been in
                        the business of developing and implementing legal
                        and/or investigative case management software for
                        at least 3 years.

         Qualifier 3    List the name and phone number of at least one
                        government client for whom the bidder provides a
                        legal and/or investigative case management system
                        with a minimum of 50 users and indicate the
                        number of users..

     Bidder Profile
         See Appendix G for the required submission. Bidder must state the
         name and address of the Bidder's main and branch offices, the
         Bidder’s federal identification number, and the name of the
         individual responsible for administering any contract that might
         result from this RFP. The Profile must also state the name and
         address of any and all proposed subcontractor’s for this project.
         For each of the foregoing entities, the Bidder must set forth and
         include company principles and key personnel assigned to this
         project by name, title, and resume (including background and years
         of experience).

     Conflict of Interest
        See Appendix G for the required submission. An affirmative
        statement as to the existence of, absence of, or potential for
        conflict of interest on the part of the Bidder or any subcontractor
        due to prior, current, or proposed contracts, engagements, or
        affiliations. Such disclosure should address any and all potential
        elements (timeframe for service delivery, resource, financial or
        other) which would adversely impact the ability of the Bidder to
        complete the requirements of the RFP.

e.      Subcontractor Statement
        A statement identifying all subcontractors, or third party(ies), if
        any, that the Bidder will engage to provide any of the services

                       Page 29
     required under this RFP and a brief description of such services to
     be provided by each subcontractor or other third party(ies). Include
     a description of any current relationships with such subcontractor(s)
     or other third party(ies) and provide a list of clients that the Bidder
     and subcontractor(s) are currently serving under a formal legal
     agreement or arrangement and the date when such services began.
     Indicate whether or not, as of the date of your Proposal, a
     subcontract or formal agreement has been executed between you
     (the Bidder) and such subcontractor(s) or other third party(ies) for
     services to be provided by such subcontractor(s) or other third
     party(ies) as respects this RFP. In those cases where an executed
     subcontract or formal agreement does not exist as of the date of
     your Proposal, indicate when the subcontract or formal agreement
     would be finalized to perform the services set forth in the Proposal
     in compliance with the RFP, assuming you (the Bidder) are selected
     from this RFP. Such agreement must be in place by the date of
     selection and recommendation for award or Bidder may be
     disqualified as the State determines in its sole judgment to serve the
     best interests of the State.

f.   Client List




                    Page 30
                      List the names of the five largest companies or government
                      organizations for whom Bidder provides services similar to those
                      required under this RFP. References must be clients who received
                      services of a similar scope listed in Appendix B for DTF. The
                      listing must include the organization's name, as well as the name
                      and current telephone number of a representative of each
                      organization who may be reached by the State, what components
                      of the CMS are used by each client, and the dates on which the
                      system was implemented. The Bidder shall be solely responsible
                      for providing references that are available to be contacted,
                      including an onsite visit within a reasonable timeframe by the
                      State. References must be representative of the configuration and
                      subcontractors proposed in the bid.

               g.     ADA Accommodation
                      The State is required to insure reasonable accommodation under
                      the Americans With Disabilities Act (42 US §12101 et. seq.) and
                      the New York State Human Rights Law (Executive Law, Article
                      15, §290 et. seq.). Bidder must describe, what, if any,
                      accommodation features are currently incorporated or have been
                      developed for use with the product offered.

Technical Submission
              No cost data should be included in the technical submission.

               a.     Functional Specifications
                      The functional specifications for this procurement are set forth in
                      RFP, Section III. Category I and II features are mandatory bid
                      items that bidder must describe and furnish as part of a complete
                      CMS system. Bidder’s are reminded that Category II items are at
                      the agencies’ discretion. Category III items are optional and may
                      be included, at the Bidders option. Weighting for bid evaluation
                      and award will be based on Category I and II features only.

                      (1)      Bidder’s Technical Configuration:
                               Bidder must provide a detailed technical description of how
                               the bidder’s proposed CMS will meet or exceed each
                               required element set forth in RFP, Section III, Category I
                               and II. The bidder’s narrative descriptions shall be
                               formatted to the same ordering as set forth in the RFP, and
                               shall address each enumerated item by section/subsection
                               number enumerated in the RFP, Section III.

                            Technical System Design: Information and System Flow
                               Charts:


                                     Page 31
                                     (a)    Bidder must provide both a Narrative Description
                                            and a System Flow Chart generally providing the
                                            State with an overview of:
how information flows through the bidder’s proposed CMS; and
                                            (i)     the technical framework (e.g., software,
                                                    hardware, applications) proposed to meet the
                                                    functional requirements set forth in RFP,
                                                    Section III, Category I and Category II
                                                    items.
                                         Bidder must provide a specific Narrative Description
                                            and a System Flow Chart for the DTF
                                            implementation,
                                     (3)    Bidder must provide a specific Narrative
                                            Description and a System Flow Chart for the DHR
                                            implementation, and
                                         Bidder must provide representative samples of the
                                            screen layouts for both litigation and investigation
                                            cases for the Key functions described in Section III,
                                            Functional Requirements.

                                  Additional Configuration Requirements:
                                     (a)     For both the DTF and DHR installations:
                                             Appendices B and C detail the existing technical
                                             environment of DTF and DHR. The Bidder shall
                                             provide two separate configuration plans (one for
                                             DTF and one for DHR) for any additional
                                             resources required to implement Bidder’s CMS
                                             system, including hardware, software, and
                                             communications configurations, designed to be
                                             effective for utilization of the CMS, in the particular
                                             environments of the two agencies. The Bidder must
                                             state the recommended minimum configuration
                                             requirements to run each system effectively, and
                                             associated costs thereof. State reserves the option to
                                             purchase these resources from the vendor or buy
                                             directly.
                                     (b)     For each subsequent agency’s CMS installation,
                                             bidder must specify in writing in advance of order
                                             all additional outside resources required to
                                             implement the Bidder’s CMS system including, but
                                             not limited to: all hardware, software,
                                             communications, specialized programming or other
                                             staffing functions required. The Bidder must
                                             identify those resources provided by the Bidder
                                             directly, and those provided by the Bidder’s
                                             subcontractors, as well as the cost of each resource.

                                            Page 32
Staffing Plan
     A completed Staffing Plan of Anticipated Work Force for the work
     to be completed under this RFP. Provide resumes for each named
     individual. The Bidder shall include a description of the
     qualifications and experience of professional, programming,
     technical and training staff. This should include information
     relevant to particular project staff who would be assigned to this
     project. The Bidder must provide documentation demonstrating
     depth of technical experience and capability in automating case
     management systems of a comparable size, volume, complexity
     and diverse multi-site nature. The bidder should also demonstrate
     project management capability, including setting and meeting
     reasonable progress goals and deadlines.

Project Work Plan
   Shall include the following components:

           (1)     Business Analysis (Review of agency functional
                   requirements, including need for integration with
                   other systems)
           (2)     Technical and System Design (Technical
                   Description, Network Diagrams (PERT or Gantt)
                   Configuration)
           (3)     Project Time lines for the agency implementation
           (4)     Acceptance Testing Plan
           (5)     Installation
           (6)     Training
           (7)     Maintenance and Ongoing Support

    –      The Bidder shall provide two detailed Project
           Management time lines (one for DTF and one for DHR),
           including proposed start/stop dates and milestones, and a
           thorough project plan that shall state the duration,
           sequencing and required State resources or dependencies
           necessary to complete the design and installation of an
           agency CMS. Installation means installing a CMS and its
           components resulting in fully functioning CMS systems.
    –      For subsequent CMS installation, the Bidder shall furnish
           detailed Project Management Timelines to each agency
           prior to commencement of the installation of CMS.
    –      The target date for delivery for acceptance testing for the
           DTF Litigation and Investigation CMS, Category I and II
           requirements (as set forth in RFP, Section III, and
           Appendix B) is six months after the contract execution
           date. (The timeframe is one year for DHR for the

                  Page 33
                                    requirements set forth in RFP, Section III, and Appendix
                                    C). The Bidder must certify that a Bidder has the capability
                                    to support the simultaneous development, testing,
                                    installation and production workloads associated with
                                    multiple departments, specifically DTF and DHR
                                    simultaneously.

                       Required Contractor Services
                          Contractor must provide in writing the proposed project plan that
                          will generally be used to provide the above noted elements for
                          each additional agency’s CMS installation.


     D.    Financial Proposal

           The Financial Proposal must contain a completed “Bidder’s Cost Proposal” form,
           Appendix G of the RFP in accordance with the terms, conditions and assumptions
           contained therein. The Bidder must provide price quotes for each item set forth under
           Section I (Mandatory Pricing – DTF’s 2 CMS and DHR’s CMS) and Section II
           (Mandatory Pricing – Statewide Aggregation) of the form. The Bidder may, but is not
           required to, furnish price quotes for one or more of the items set forth under Section IV
           (Optional Pricing – Category III Requirements) on the form.
V.   Bid Evaluation Criteria

     A.   NYS Evaluation Philosophy

          NYS evaluates bids in accordance with New York State Finance Law for the best value in
          technology and services in an objective, comprehensive manner designed to afford best
          value for the State and fairness for participating Bidders. The evaluation process will be
          conducted as described in this Section.

          The overall bid evaluation for this procurement will be as follows:

          1st LEVEL EVALUATION:                                             Minimum Pass/Fail
          2nd LEVEL EVALUATION: 70%                         Technical Evaluation
                                                            Product Demonstration
          3rd LEVEL EVALUATION: 30%                         Financial Evaluation

          NYS will reserves the right to require the bidder to provide clarification and validation of
          their bid response through any of the following methods:

          - System Demonstration
          - Customer site visit for system operations
          - presentation of the existing system
          - reference checks
          - telephone, e-mail, mail etc. correspondence with authorized bidder representatives.


                                           Page 34
B.   Evaluation Process

     The evaluation process will include a first level proposal screening. Those passing the
     initial screening and meeting minimum qualifiers will go through a second level detailed
     evaluation based on a review of technical specifications and a product demonstration. The
     third level evaluation will be based on financial cost information.

     1.      First Level Proposal Screening
             After the bid opening, each proposal will be screened for completeness and
             conformance with the requirements stated in the RFP, Sections I through IV.
             Material failure of bidder to meet these requirements may result in rejection of the
             bid. Bidders not meeting the qualifiers listed in Section I & III will be
             disqualified from further consideration.

             All proposals which meet the minimum qualifications shall proceed to the next
             level.

          Second Level Technical Evaluation and Product Demonstration
             The technical evaluation shall constitute 70% of the bidder’s score.

             All proposals that pass the proposal pass/fail screening will be evaluated
             and scored based on quality of the bidder’s proposal against the
             requirements set forth in Sections I through IV. Each proposal will be
             evaluated by a multi-agency evaluation team according to, but not limited
             to, the responsiveness and responsibility of the Bidder. The technical
             evaluation will include an evaluation of the bidder’s ability to meet or
             exceed the functional requirements in Section III, proposed staffing,
             references, project workplan and prior experience of the bidder in
             deploying comparable systems and may include a site visit.

             The three proposals which received the highest score on the second level
             evaluation, as well as any proposal which receives a score within 20% of
             the highest of the top three score will proceed to the product demonstration.

             The State will use a product demonstration as part of the technical
             evaluation. This demonstration will serve as validation of the bidder’s
             written proposal regarding the functionality of the proposed system and
             may result in an adjustment of the bidder’s technical score. Such
             demonstrations shall be arranged by the State in a timely manner to serve
             the State’s interests in the bid evaluation process.

             Costs and liabilities incurred by the bidder associated with a product
             demonstration shall be borne fully by the bidder. Any costs incurred by
             State personnel in conjunction with the demonstrations shall be paid by the
             State.



                                     Page 35
               Third Level Financial Evaluation
                  The Financial Evaluation will be conducted by the financial and
                  management analysts of the multi-agency evaluation team separate from
                  the Technical Evaluation. The Financial Evaluation will measure each
                  proposal against the completeness of its Financial Proposal requirements
                  and responsiveness to the stated requirements. The Financial Evaluation
                  will be based on bidder’s pricing proposal relating to RFP, Section III,
                  Category I and II requirements.

                  The State reserves the right to analyze and/or normalize any underlying
                  calculations and assumptions used by the bidder to support its computation
                  of costs or to apply such other methods, as it deems necessary to make
                  comparisons. Application of such methods by Lead Agencies shall not
                  change the rates quoted by the bidder.

                  The Financial Evaluation shall constitute 30% of the bidder’s score.

          4.      Final Proposed Ranking
                  The proposals will be ranked based on the combined scores received in the
                  technical and financial proposal evaluations. Proposals will be re-
                  examined in this phase and a contract will be awarded to the proposer
                  whose proposal obtained the highest score for all phases offering the best
                  value to the State.




VI. Contract Terms and Conditions

    A. Administrative Processing

          1. Proposals must conform to the requirements stated in this RFP. Any deviations or
          proposed exceptions may be grounds for disqualification of the bid. The final contract
          document will be subject to approval by the Attorney General and the Office of the State
          Comptroller. The contract will not be considered fully executed until Bidder receives a
          notice from the Issuing Entity that formal approval has been granted by the Attorney
          General and the Office of the State Comptroller. The provisions of this RFP and of all
          attachments, and the Contractor's Response, will be made a part of the contract, as though
          separately and fully stated therein.

    B. Additional Products and Services
          1. Lead Agencies may acquire any of the products or services listed on Appendix G at
          the prices specified. Such products or services shall be acquired through written
          amendment requiring approval of the offices of the Attorney General and the State
          Comptroller.


                                          Page 36
       C.      Termination
               The Contract may be canceled by the State or Lead Agency or a purchase order cancelled
               by an individual agency at the Contractor’s expense where Contractor becomes unable or
               incapable of performing the work, or fails to meet any requirements or qualifications set
               forth in the Contract, or for non-performance, or upon a determination that Contractor is
               non-responsible. Contractor shall have thirty (30) days from the date of notice from the
               State or Lead Agency to cure a breach, if the breach can be remedied. In such event, the
               State or Lead Agency may complete the work in any manner as it may deem advisable and
               pursue available legal or equitable remedies for breach.

               Based on the termination of the contract for cause, if any secondary contract award results
               in an increased cost to the State or Lead Agency, the previous contractor will be held
               liable for the difference in the cost.

               The State or Lead Agency reserves the right to cancel the contract without cause with 10
               days written notice.


       D.      Minority and Women-Owned Business Enterprises

               The Bidder agrees to make good faith efforts to promote and assist the participation of
               certified minority-business enterprises (MBE) as subcontractors and suppliers on this
               project for the provision of services and materials in the amount of 0 percent of the total
               dollar value of this agreement, and women-owned business enterprises (WBE) as
               subcontractors and suppliers on this project for provision of services and materials in the
               amount of 0 percent of the total dollar value of this agreement. See attached Appendix A
               and Appendix H for a description of the requirements of Article 15-A.


            Equal Employment Opportunity Standard Language

                1.      Contractors and subcontractors shall undertake or continue existing programs of
                        affirmative action to ensure that minority group member 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, upgrading, demotion, transfer layoff or termination and
                        rates or other forms of compensation.

Prior to the award of a state contract, the contractor shall submit an Equal Employment
    Opportunity (“EEO”) Policy Statement within the time frame established by the Department.

The contractor’s EEO Policy 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:

                            The contractor will not discriminate against any employee or applicant
                               for employment because of race, creed, color, national origin, sex,

                                               Page 37
                        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 it’s
                        conscientious and active efforts to employ and utilize minority
                        group members and women in its workforce on State contracts.
                (a)     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 or marital status.
                    At the request of the Department, the contractor shall request each
                        employment agency, labor union, or authorized representative or
                        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.

Except for construction contracts, prior to an award of a State contract, the contractor shall
   submit to the Department a staffing plan of the anticipated workforce to be utilized on
   the State contract or, where required, information on the contractor’s total workforce,
   including apprentices, broken down by specified ethnic background, gender, and
   Federal Occupational Categories or other appropriate categories specified by the
   Department.

After execution of a State contract, the contractor shall submit to the Department a
   workforce utilization report (to be updated quarterly during the life of the contract), of
   the workforce actually utilized on the State contract, broken down by specified ethnic
   background, gender, and Federal Occupational Categories or alternatively submit,
   where the workforce on the contract cannot be separated out from the contractor’s
   workforce, semi-annual information on the total workforce.

If the contractor does not submit Requirements 2 and 4, the bid will be rejected unless
     reasonable justification for such failure is provided in writing or a commitment is
     made to provide said documents by a date specified by the Department.

The contractor shall include the language of the above provisions in every subcontract in
   such a manner that the requirements of the provisions will be binding upon each
   subcontractor as to work in connection with the State contract, including the
   requirement that 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, and, when requested, provide
   to the contractor information on the ethnic background, gender and Federal

                                      Page 38
 Occupational Categories of the employees to be utilized on the State contract.

     Payment of Outstanding Tax Liabilities

        All outstanding tax liabilities, if any, against the Bidder in favor of the State of New York
        must be satisfied prior to contract execution or a payment schedule arranged for their
        speedy satisfaction.

G.      Security/Confidentiality
        Project personnel must comply with all security and disclosure procedures required by
        the contracting agencies. The State reserves the right to remove any Bidder officers,
        employees, agents, subcontractor personnel or other personnel acting by or through
        Bidder from State premises for failure to comply with security procedures.

       The Bidder/Contractor warrants and represent that it will keep and maintain the security
       and confidentiality of the CMS and its data. Bidder/Contractor warrants, covenants and
       represents that it will enter into and comply fully with all security procedures,
       confidentiality, and any non-disclosure agreements of the State and any State agency in
       performance of the resulting contract. Bidder/Contractor further warrants, covenants and
       represents that any confidential information obtained by Contractor, its agents,
       subcontractors, officers, or employees in the course of performing its obligations,
       including without limitation, security procedures, business operations information,
       personal or commercial proprietary information in the possession of the State or any State
       agency hereunder or received from another third party, will not be divulged by
       Bidder/Contractor or its agents to any third parties. Contractor shall not be required to
       keep confidential any such confidential material which is (i) publicly available through no
       fault of Contractor, its agents, employees or subcontractors, (ii) independently developed
       by Contractor without reliance on confidential information of the State or State agency, or
       (iii) otherwise obtained under the Freedom of Information Act or other applicable New
       York State Laws and Regulations. This warranty shall survive termination of this
       Contract in perpetuity. Contractor further agrees to take appropriate steps to instruct its
       personnel, agents, officers and any subcontractors regarding the obligations arising under
       this clause to insure such confidentiality, including written agreement to the foregoing
       procedures. See Appendix I for DTF secrecy provisions. See Appendix J for DHR
       secrecy provisions.

H.      Warranties & Guarantees




                                        Page 39
              Where Contractor or Product manufacturer/developer generally offers additional or
              more advantageous warranties than set forth below, Contractor shall offer or pass
              through any such warranties to the State. Contractor hereby warrants and
              represents:Product Conformance with Specifications
                     Products delivered pursuant to this Contract conform to the procurement
                     specifications, performance standards and product documentation, and the
                     documentation fully describes the proper procedure for using the Products.

Indemnification
                     That it will fully indemnify and save harmless the State and their respective
                     officers, agents and employees without limitation from suits, actions, damages
                     and costs of every name and description arising out of the acts or omissions of
                     Contractor, its officers, employees, subcontractors, partners, or agents, in any
                     performance under this Contract based on: i) personal injury, damage to real
                     or personal tangible property, ii) negligence, either active or passive, or iii)
                     infringement of any law or of a United States Letter Patent with respect to the
                     Products furnished, or of any copyright, trademark, trade secret or intellectual
                     proprietary rights, provided that the State shall give Contractor: (a) prompt
                     written notice of any action, claim or threat of infringement suit, or other suit,
                     promptness of which shall be established by State upon the furnishing of
                     written notice and verified receipt, (b) the opportunity to take over, settle or
                     defend such action, claim or suit at Contractor's sole expense, and (c)
                     assistance in the defense of any such action at the expense of Contractor.
                     Where a dispute or claim arises relative to a real or anticipated infringement,
                     the State may require Contractor, at its sole expense, to submit such
                     information and documentation, including formal patent attorney opinions, as
                     the State or any agency shall require. The Contractor shall not be obligated to
                     indemnify that portion of a claim or dispute based upon: i)State’s
                     unauthorized modification or alteration of a Product; ii) State’s use of the
                     Product in combination with other products not furnished by Contractor; iii)
                     State’s use in other than the specified operating conditions and environment.

              3.     Title and Ownership Warranty
                     Full ownership, clear title free of all liens, and/or that Contractor has obtained on
                     behalf of the State perpetual license rights to use the Product for the purposes of this
                     Bid. Contractor shall be solely liable for any costs of acquisition associated
                     therewith. Contractor fully indemnifies the State for any loss, damages or actions
                     arising from a breach of said warranty as to any contract deliverable without
                     limitation. The State may require Contractor to furnish appropriate written
                     documentation establishing the above rights and interests as a condition of payment.
                     The State’s request or failure to request such documentation shall not relieve
                     Contractor of liability under this warranty.

              4.     Contractor Compliance
                     To pay, at its sole expense, all applicable permits, licenses, tariffs, tolls and fees and
                     give all notices and comply with all laws, ordinances, rules and regulations of any
                     governmental entity in conjunction with the performance of obligations under the

                                              Page 1
     Contract. Prior to award and during the Contract term and any renewals thereof,
     Contractor must establish to the satisfaction of the State or any authorized users that
     it meets or exceeds all requirements of the bid/ Contract and any applicable laws,
     including but not limited to, permits, insurance coverage, licensing, proof of
     coverage for workman’s compensation, and shall provide such proof as required by
     the State or any agency. Failure to do so may constitute grounds for the State to
     cancel or suspend this Contract, in whole or in part, or to take any other action
     deemed necessary by the State.

5.   Product Warranty
     Product offered shall be standard retail product, current model or most recent release
     of regular stock product with all parts regularly used with the type of equipment
     offered; and no attachment or part has been substituted or applied contrary to the
     manufacturer’s recommendations and standard practice.

     Contractor further warrants and represents, as to each agency, that components or
     deliverables specified and furnished by or through Contractor to each agency shall
     individually, and where specified and furnished as a agency system, (“CMS
     System”) be substantially uninterrupted or error-free in operation and guaranteed
     against faulty material and workmanship for a minimum of one (1) year from the
     date of acceptance (“Project warranty period”). During the Project warranty period,
     defects in the materials or workmanship of components or deliverables specified and
     furnished by or through Contractor shall be repaired or replaced by Contractor at no
     cost or expense to the State. Contractor shall extend the Project warranty period for
     individual component(s), or for the System as a whole, as applicable, by the
     cumulative period(s) of time, after notification, during which an individual
     component or the System requires servicing or replacement (downtime) or is in the
     possession of the Contractor, its agents, officers, subcontractors, distributors,
     resellers or employees (“extended warranty”).

     Where Contractor, Independent Software Vendor (ISV) or other third party
     manufacturer markets any Project Deliverable delivered by or through Contractor
     with a standard commercial warranty, such standard warranty shall be in addition to,
     and not relieve the Contractor from, Contractor’s warranty obligations during the
     Project warranty and extended warranty period(s). Where such standard commercial
     warranty covers all or some of the Project warranty or extended warranty period(s),
     Contractor shall be responsible for the coordination during the manufacturer’s
     warranty or extended warranty period(s) with ISV or other third party
     manufacturer(s) for warranty repair or replacement of ISV or other third party
     manufacturer’s Product.

     Where Contractor, ISV or other third party manufacturer markets any Project
     Deliverable with a standard commercial warranty which goes beyond the Project
     warranty or extended warranty period(s), Contractor shall notify the Contracting
     Agency and pass through the manufacturer’s standard commercial warranty to such
     agency at no additional charge; provided, however, that Contractor shall not be
     responsible for coordinating services under the third party extended warranty after
     expiration of the Project warranty and extended warranty period(s).



                             Page 2
           6.        Replacement Parts Warranty
                     Any part of component replaced by the Contractor under the Contract warranty shall
                     be replaced at no cost to the Authorized User and guaranteed for the greater of: a) the
                     warranty period still in effect for the project; or b) if a separate warranty for that part
                     or component is generally offered by the manufacturer, the standard commercial
                     warranty period offered by the manufacturer for the individual part or component.




           7.        Virus Warranty Licensed Software contains no known viruses. Contractor is not
                     responsible for viruses introduced at Licensee’s site.

           8.        Workmanship Warranty
                     Contract warrants that all services will be provided in a workmanlike manner in
                     accordance with industry standards.

           9.        Year 2000 Warranty
                     The Contractor warrants that product and services provided under this Agreement
                     shall perform or be performed in an accurate and timely manner insofar as accurately
                     processing date/time data, including leap year calculations. In the event of any
                     breach of this warranty, the Contractor shall restore the product or repair services to
                     insure the same level of performance as warranted herein, or repair or replace the
                     product which meets the warranty stated herein, time being of the essence, at the
                     Contractors’ sole cost and expense. This warranty shall survive beyond termination
                     or expiration of the Agreement. Nothing in this warranty shall be construed to limit
                     any rights or remedies otherwise available under this Agreement.

       Performance Bond
                 Contractor, as a condition of this Agreement, will maintain in force and effect,
                 for the benefit of the Lead Agency for the life of this Agreement, a
                 performance bond in the amount to be determined at the time of contract
                 negotiations. Contractor will be required to provide the Lead Agency with the
                 appropriate proof that the bond has been furnished. In the event of
                 consequential damages occurring as a result of Contractor’s non-performance,
                 the Lead Agency will be entitled to proceed against the bond.

Dispute Resolution
                     The first step of dispute resolution will be through conference between the
                     state and the contractor. Unresolved disputes will be decided by the agency
                     heads, or their designees, before either party pursues any legal remedy. If the
                     contractor pursues any legal or equitable remedy outside the state, the
                     contractor will continue to perform work in accordance with the direction of
                     the state until such proceedings may be concluded and will continue to be
                     paid, less an amount attributable to the disputed work.




                                              Page 3
        I.       Ownership/Title to Project Deliverables

                         Definitions
             a. “Products” - A deliverable furnished under this Contract by or through Contractor,
                including existing and custom Products, including, but not limited to: a) components
                of the hardware environment, b) printed materials (including but not limited to training
                manuals, system and user documentation, reports, drawings), c) third party software,
                d) modifications, customizations, custom programs, program listings, programming
                tools, data, modules, components, and e) any properties embodied therein, whether in
                tangible or intangible form (including but not limited to utilities, interfaces, templates,
                subroutines, algorithms, formulas, source code, object code).


                         b.      “Existing Products” - Tangible Products and intangible licensed
                                 Products which exist prior to the commencement of work under the
                                 Contract. Contractor retains the burden of proving that a particular
                                 product was existing before commencement of the Project.

                         c.       “Custom Products” - Products, preliminary, final or otherwise, which
                                 are created or developed by Contractor, its subcontractors, partners,
                                 employees or agents for Authorized User under the Contract.

                 2.      Title to Project Deliverables
                         Contractor acknowledges that it is commissioned by the State to perform
                         services detailed in the Purchase Order. Unless otherwise specified in
                         writing in the Bid or Purchase Order, the State shall have ownership and/or
                         license rights as follows:

                      a.     Existing Products:
Hardware - Title and ownership of Existing Hardware Product shall pass to the State upon delivery .
                             2)      Software - Title and ownership to Existing Software Product(s)
                                     delivered by Contractor under the Contract which is normally
                                     commercially distributed on a license basis by the Contractor
                                     or other independent software vendor proprietary owner
                                     (“Existing Licensed Product”), whether or not embedded in,
                                     delivered or operating in conjunction with hardware or Custom
                                     Products, shall remain with Contractor or other independent
                                     software vendor proprietary owner (“ISV”). Effective upon
                                     delivery, such Product shall be licensed to the State in
                                     accordance with the Contractor or ISV owner’s standard
                                     license agreement, provided, however, that such standard
                                     license, must, at a minimum: (a) grant the State a non-
                                     exclusive, perpetual license to use, execute, reproduce, display,
                                     perform, adapt and distribute Existing Licensed Product as


                                                Page 4
                    necessary to fully effect the general business purpose(s) stated
                    in the Bid and Authorized User’s work order, and (b) recognize
                    the State of New York as the licensee where the purchasing
                    agent is a state agency, department, board, commission, office
                    or institution. The State shall reproduce all copyright notices
                    and any other legend of ownership on any copies authorized
                    under this paragraph.

        Custom Products: Effective upon creation of Custom Products,
           Contractor hereby conveys, assigns and transfers to the State the sole
           and exclusive rights, title and interest in Custom Product(s), whether
           preliminary, final or otherwise, including all trademark and
           copyrights. Contractor hereby agrees to take all necessary and
           appropriate steps to ensure that the Custom Products are protected
           against unauthorized copying, reproduction and marketing by or
           through Contractor, its agents, employees, or subcontractors.
           Nothing herein shall preclude the Contractor from otherwise using the
           related or underlying general knowledge, skills, ideas, concepts,
           techniques and experience developed under a project mini-bid in the
           course of Contractor’s business.
           Where a scope of work does not involve COPS or other third party
           financing, the State may, by providing written notice thereof to the
           Contractor, elect in the alternative to take a non-exclusive perpetual
           license to Custom Products in lieu of the State taking exclusive
           ownership and title to such Products. In such case, Licensee on
           behalf of all Authorized Users of this contract shall be granted a non-
           exclusive perpetual license to use, execute, reproduce, display,
           perform, adapt and distribute Custom Product as necessary to fully
           effect the general business purpose(s) stated in the Project Definition.

3.   Transfers or Assignments to a Third Party Financing Agent
     Authorized User may assign or transfer its rights in Products to a third party
     financing entity or trustee (“Trustee”) as required by the terms of the
     financing agreement. Trustee’s sole rights with respect to transferability or
     use of Existing Licensed Product shall be to exclusively sublicense all of
     Lessor’s rights to such Existing Licensed Product under the terms and
     conditions of the License Agreement; provided, further, however, in the event
     of any termination or expiration of such sublicense by reason of payment in
     full, all of Trustee’s rights in such Existing Licensed Product shall terminate
     immediately and Authorized User’s sole rights to such Existing Licensed
     Product shall be as provided in the License agreement.

4.   Sale or License of Custom Products Involving Certificates of
                                              Participation (COPS)



                           Page 5
             The Authorized User’s sale or other transfer of Custom Products which were
             acquired by the Authorized User using third party financing may not occur
             until such Products are, or become, useable. In the event that the Contractor
             wishes to obtain rights to such Custom Product(s), the sale or other transfer
             shall be at fair market value determined at the time of such sale or other
             transfer, and must be pursuant to a separate written agreement in a form
             acceptable to the Authorized User which complies with the terms of this
             paragraph.

     5.      Contractor’s Obligation with Regard to ISV (Third Party) Product
             Where Contractor furnishes Existing Licensed Product(s) as a Project
             Deliverable, and sufficient rights necessary to effect the purposes of this
             section are not otherwise provided in the Contractor or ISV’s standard license
             agreement, Contractor shall be responsible for obtaining from the ISV third
             party proprietary owner/developer the rights set forth herein to the benefit of
             the Authorized User at Contractor’s sole cost and expense

J.   Contract Amendment

     The Agreement is subject to amendment(s) only upon mutual consent of the Parties,
     reduced to writing and approved by the Offices’ of Attorney General and the State
     Comptroller of the State of New York.

K.   Change in Law

     In the event that laws or regulations enacted by the Federal Government and/or the State of
     New York have an impact upon the delivery of services in such a manner that the State
     determines that any design elements or requirements of such services must be revised, the
     State shall notify the Contractor of any such revisions and shall provide the Contractor with a
     reasonable time within which to implement such revisions. In such event, Contractor shall
     only be entitled to additional compensation if the change is material.

L.   Merger of Appendices/Conflict of Clauses

     This bid and any resulting Contract shall incorporate the following appendices as if set forth
     herein at length. Only documents expressly enumerated below shall be deemed a part of this
     bid or resulting contract. References contained in those documents to additional Contractor
     documents not enumerated below shall be of no force and effect. Conflicts between these
     documents shall be resolved in the following descending order of precedence:

     Appendix A              Standard Clauses for NYS Contracts

     RFP/Contract            Main Body of this Document, including the Bid Protest Regulations,
                             including any written amendments or questions issued by the State in
                             response to the mandatory pre-bid conference, and final contract
                             document (if any) signed between the parties

                                     Page 6
      Appendix B      DTF Requirements

      Appendix C      DHR Requirements

      Appendix D Bidder’s/Contractor’s Bid Proposal
      The Agreement, including all appendices and exhibits, copies of which are attached and
      incorporated by reference, constitutes the entire contract between the Parties. All prior
      agreements, representations, statements, negotiations and undertakings are superseded. All
      statements made by the State shall be deemed to be representations and not warranties.

M.   Out of Scope Work

      The Contractor agrees that any and all work performed outside the scope of the Agreement
      shall be deemed by the Lead Agency to be gratuitous and not subject to any charge, cost or
      payment of any kind.

N.    Time of the Essence

      The Lead Agency and the Contractor acknowledge and agree that time is of the essence for
      the Contractor’s performance under the Agreement.

O.    Compliance with Laws

      The Contractor shall comply with all federal, state and local laws in performance of the
      agreement.

P.    No Waiver

      No term or provision of the Agreement shall be deemed waived and no breach excused,
      unless such waiver or consent shall be in writing and signed by the Party claimed to have
      waived or consented. No consent by a Party to, or waiver of, a breach under the Agreement
      shall constitute a consent to, a waiver of, or excuse for any other, different or subsequent
      breach. The rights, duties and remedies set forth in the Agreement shall be in addition to, and
      not in limitation of, rights and obligations otherwise available at law.

Q.    Maintenance

      Upon expiration of the warranty period, agencies shall have the option to acquire
      maintenance at the per user price set forth in the bid. For any state agency which elects to
      purchase Basic Maintenance, the annual maintenance shall be paid quarterly in arrears.

      1.      Basic CMS Maintenance
              Basic CMS maintenance, at a minimum, entitles the user to the following at no
              additional charge:



                                      Page 7
                      (a)     CMS Proprietary Products Releases/Upgrades
                              Upgrades, error corrections, major and minor releases and enhancements that
                              promote operational efficiencies in the CMS. Agencies may skip revisions
                              and maintain their existing maintenance coverage. However, agencies may
                              be required to install a newer revision of the Product in order to resolve
                              identified problems; provided that the newer revision does not require a
                              material alteration of the existing configuration. If the parties mutually agree
                              that a future upgrade/release negatively impacts customizations for CMS,
                              Contractor will update or change the customization at no additional charge.

                      (b)     Enhancements in Functionality with Later Product Versions
                              Provided that a State agency is under Basic Maintenance, it is entitled to
                              receive enhancements for licensed software product which is
                              included/bundled in future product versions with additional features at no
                              additional charge.

                      (c)     Help Desk
                              Contractor shall respond to customer problem calls weekdays, excluding
                              State holidays, from 8:00 A.M. to 6:00 P.M., Eastern Standard Time, by a
                              staffed, toll-free, help desk. Agency shall handle first level calls, and then
                              forward calls thereafter for escalation to Contractor. Bidder shall initiate
                              resolution of identified problems within twenty-four hours.

On-Site Maintenance
                      Immediate, On-Site Assistance for Catastrophic or other Software Failure shall be
                      available within forty-eight (48) hours from point of call. Hardware or network
                      connectivity issues are not catastrophic systems failure for which Contractor is
                      responsible. Such on-site assistance will be subject to Contractor’s hourly consulting
                      fees for Ancillary Services.

                      In the event that a CMS feature which is then under maintenance with the Contractor
                      requires a modification or revision which is urgent in nature, (1) Agency will
                      provide Contractor with notice of the required urgent change; and (2) Contractor
                      shall be given the option to make the modification to the coding or interface and
                      must enable the State to archive data and store until the changes can be made, at
                      which time Contractor will use reasonable efforts to rebuild the data in the system.
                      In the event that Contractor cannot respond within the eight (8) business hour
                      window, Agency shall be entitled to make the modification without voiding the
                      maintenance obligations of the Contractor provided that Agency documents the
                      changes and provides the documentation to Contractor.

              3.      Supplemental Maintenance
                      Individual agencies may negotiate with Contractor an additional, ongoing
                      maintenance fee for maintenance of the CMS systems components upon expiration
                      of the warranty period.

          Payments


                                              Page 8
     The contractor shall submit invoices associated with a specific CMS deliverable, including
     but not limited to, design, development, implementation, license fees, training and ancillary
     services after completion of that activity. All payment under this agreement shall be made
     upon submission of invoices satisfactory to the Comptroller of the State of New York and
     upon certification by the agency. All payment will be made in accordance with Article XI-A
     of the New York State Finance Law.

S.   Documentation

     For each CMS developed by Contractor for Agencies under this contract, Contractor shall
     deliver and walk the Agency through all systems and data flow charts, and interface
     documentation. Such documentation shall include file structures, application flow diagrams,
     and specifications for systems interface. A complete structure diagram, data dictionary, and
     user guide for the custom interface shall be provided by the Contractor for custom
     applications. As to custom feature sets developed for an agency, Contractor shall provide
     Authorized User with a walkthrough of all interface documentation including feature set
     logic.

T.   Source Code Escrow

     Bidder has to establish and maintain at its expense an established agreement in effect in
     perpetuity for the source code to product licensed under this agreement. The escrow
     agreement between Bidder and its agent shall name the State of New York as an irrevocable
     beneficiary, and the State of New York acting on behalf of all users of this contract. The
     escrow agreement has to designate the State as a “co-party”, who is entitled to receive notice
     from the agent if there is any change in the status of the escrow agreement between Bidder
     and the agent.

     Before Bidder can change a designated escrow agent, the State has to have a minimum notice
     of sixty (60) days of the proposed change, and has to be a named party to the escrow
     agreement entitled to notice of change from agent. Before or simultaneously State has to be
     notified who is the new proposed agent, and the new agent has to confirm the same terms of
     escrow, including the designation.

     Bidder shall be obligated to update the deposited materials, including current versions of the
     source code for the most recent release, error corrections, enhancements or updates. Escrow
     agent shall, during the term of the escrow agreement, periodically inspect the deposit
     materials and compare them with the contents list for the escrow. Escrow agent shall provide
     annual notice to the State that such escrow is in effect, and shall notify the State as to the
     version or releases held by such agent by providing the contents list for the escrow. Escrow
     agent may not raise any defenses agent may have against the Licensor to restrict the release
     of source code to the State. The escrow agreement shall not include any provisions relating
     to the release of the escrow contents that would require, prior to release, the State to submit
     to arbitration.

     The escrow agreement may not be terminated by either Contractor or the Escrow Agent
     without prior notice to the State of New York. The Escrow Agent or the Contractor shall be
     required to notify the DTF, marked to the attention of the point of contact on the first page of


                                      Page 9
               this RFP, in the event of any change in the status of the escrow agreement at least thirty (30)
               days prior to the effective date of the change.

               Causes triggering required notice(s) to the State shall include, but not be limited to:
Failure of Contractor to pay required escrow fees, or
                2.      Voluntary termination or other transfer of escrow account; or
Entry of an order for relief under Title 11 of the United States Code;
The making of a general assignment by Bidder for the benefit of creditors;
                5.      The appointment of a general receiver or trustee in bankruptcy of Bidder’
                        business or property; or
                6.      Action by Bidder under any state insolvency or similar law for the purposes of
                        its bankruptcy, reorganization or liquidation; or Court ordered liquidation
                        against Bidder; or
                7.      Contractor’s failure to update the Source Code and to deposit new code with
                                                                       Escrow Agent at least annually
                                                                       during after the      effective
                                                                       date of the escrow.

               Cases triggering release of the escrow:
               –       Failure of Licensor (“Contractor”) to carry out maintenance or support obligations
                       imposed on it pursuant to the license agreement or other agreement between the
                       Licensor and Registered Licensee;
               –       Failure of Licensor to continue to do business in the ordinary course;
               –       Existence of any one or more of the following circumstances, uncorrected for more
                       than sixty (60) days: entry of an order for relief under Title 11 of the United States
                       Code; the making by the Licensor of a general assignment for the benefit of
                       creditors; the appointment of a general receiver or trustee in bankruptcy of Licensor’s
                       business or property; or action by the Licensor under any state insolvency or similar
                       law for the purposes of its bankruptcy, reorganization or liquidation. The occurrence
                       of the described events will not constitute a Release Condition if, within the specified
                       sixty (60) day period, Licensor (including its assignee or its receiver or trustee in
                       bankruptcy) provides to Registered Licensee adequate assurances, reasonably
                       acceptable to Registered Licensee, of its continuing ability and willingness to fulfill
                       all of its maintenance and support obligations.

               In addition to the State’s right of set-off under Appendix A, the State shall have a contractual
               right to set-off any amounts paid by the State to the Contractor’s designated escrow agent
               under the irrevocable escrow agreement for source code.

               Additionally, if the State feels that a condition for release has occurred, the State shall notify
               the Escrow Agent, who shall notify Bidder of the intended release. Bidder has a maximum
               of fifteen (15) days to object to the release. If an objection is filed, the Escrow Agent shall
               continue to retain the source code until otherwise directed by mutual agreement of the parties
               or until otherwise directed by a court of competent jurisdiction. Notwithstanding the
               foregoing, if after an objection has been filed, the State certifies in writing an “emergency “,
               as defined below, has occurred, the Escrow Agent shall immediately release the source code
               to the State. An “emergency” shall be defined as the State’s written certification that, the
               State reasonably believes that a feature in the Bidder product has caused the system to crash

                                                Page 10
and render it inoperable and the Contractor has refused to provide remedial assistance to
correct the failure within four (4) business hours from receipt of written notice, via e-mail,
(per Section 5D(3)(d) hereof) of the failure and such condition requires an immediate release
of the source code for State’s or Authorized User’s internal and limited use to correct the
failure in order to continue normal system operation and full functionality.

Upon release of the source code, the State may release the Source Code to Authorized User
Licensees under this Contract for remedial maintenance purposes only, who have licensed
Product or obtained services and who have executed Contractor’s non-disclosure agreement
for such purpose.




                               Page 11
             Attachment 2
          Technical Proposal
       submitted on April 4, 2001




APPLICABLE PORTIONS OF THIS ATTACHMENT
 AVAILABLE FROM VENDOR UPON REQUEST




               Page 12
      Attachment 3
   Financial Proposal
submitted on April 4, 2001




        Page 13
             CMS
          FINANCIAL
          PROPOSAL
           Prepared for:




        New York State
Department of Taxation & Finance
              and
  Department of Human Rights

           Prepared By:

              Page 14
  LAW MANAGER, INC
555 East North Lane, Suite 6060
     Conshohocken, PA 19428-2233
          April 4, 2001
          Confidential




             Page 15
LAW MANAGER                                                                     STATEMENT OF WORK ADDENDUM



                                                    BIDDER’S FINANCIAL PROPOSAL

                                                      TABLE OF CONTENTS

I.         MANDATORY PRICING – DTF’S 2 CMS AND DHR’S CMS: ..................................................................1

      A.      LICENSE FEES FOR DTF’S CMS AND DHR’S CMS:.........................................................................................1

      B.      ANCILLARY SERVICES FOR DTF: .....................................................................................................................2

      C.      SOFTWARE MAINTENANCE COSTS FOR DTF’S CMS AND DHR’S CMS: .........................................................2

      D.      TRAINING COSTS FOR DTF’S CMS AND DHR’X CMS: ...................................................................................3

      E.      CONFIGURATION REQUIREMENTS COST ...........................................................................................................3

      F.      ALTERNATIVE AWARDS ...................................................................................................................................4

II.        MANDATORY PRICING – STATEWIDE AGGREGATION:..................................................................21

      A.      CATEGORY I LICENSE FEES: ..........................................................................................................................21

      B.      CATEGORY II LICENSE FEES ............................................................................................................................6

      C.      ANCILLARY SERVICES......................................................................................................................................7

      D.      SOFTWARE MAINTENANCE: ...........................................................................................................................24

      E.      TRAINING COSTS:...........................................................................................................................................21

III.          OPTIONAL PRICING – CATEGORY III REQUIREMENTS:............................................................26




Law Manager Inc.’s Response to The New York State RFP No. 00-53                                                                                        April 4, 2001
III. MANDATORY PRICING – DTF’s 2 CMS and DHR’s CMS:

The Bidder must provide price quotes for each item set forth under this Section I – Mandatory
Pricing – DTF’s 2 CMS and DHR’ CMS as follows:

License Fees for DTF’s CMS and DHR’s CMS:

       The Bidder must quote a single all inclusive license fee covering all of the Category I
       features specified in Section III of the RFP (excepting items 16 – Maintenance and 17
       Training). The fee quoted must also cover each of the Category II features that DTF and
       DHR intend to incorporate into their respective CMS. Pricing must be stated as a “per
       user” unit of measure “Per User” is defined as a single individual user.

         Department of Taxation’s two (2) CMS                      Per User Rate
          Litigation (approximately 100 Users):
         Category I Core CMS Requirements and
         Category II Optional CMS Requirements
         features 5, 6A,6B, 8B, 11A, 11B                                 $ 975.00

         Investigation (approximately 200 Users):
         Category I Core CMS Requirements and
         Category II Optional CMS Requirements
                 - features 1, 4, 5, 6A, 6B, 8A, 8B, 11A, 11B            $ 975.00

         Division of Human Rights (approximately 185 Users)
         Category I Core CMS Requirements and
         Category II Optional CMS Requirements
                Features 2, 3, 5, 6B, 7, 8A, 8B, 9A-9E, 11A, 11B         $ 975.00




Law Manager Inc.’s Response to The New York State RFP No. 00-53                      April 4, 2001
                                             Page - 1
Ancillary Services for DTF:

       In lieu of “Ancillary Services Pricing” for DTF and DHR, Bidder is required to furnish
       specific fixed, not to exceed pricing for the design, development, including any
       customization and implementation, other than training of the Category I and the
       applicable Category II fetures to meet the functional requirements of the parties, DTF as
       specified in the Appendix B and DHR as specified in Appendix C. (For customizations
       not itemized in applicable appendix (B or C), DTF and/or DHR would pay at the
       Ancillary Services rates set forth in Section II.C of the Financial Proposal).


         Department of Taxation                                                 Cost

         Litigation                                                        $ 1,450,000.00
         Investigation                                                     $ 1,210,500.00
         Division of Human Rights                                          $ 1,350,000.00


Software Maintenance Costs for DTF’s CMS and DHR’s CMS:

       The Bidder must quote an annual software maintenance fee, including escalators if any,
       to cover the requirements specified in Section III item #16 of the RFP for the two DTF
       CMS and the DHR CMS.

         Department of Taxation                                           Per User Rate



         Litigation                                                               $ 195.00
         Investigation                                                            $ 195.00
         Division of Human Rights                                                 $ 195.00




Law Manager Inc.’s Response to The New York State RFP No. 00-53                        April 4, 2001
                                             Page - 2
Training Costs for DTF’s CMS and DHR’s CMS:

               The Bidder must quote a fixed all inclusive not to exceed cost to cover all training
               services (see Section III item #17 of the RFP) proposed by the Bidder associated
               with the implementation of the two (2) DTF CMS and the DHR CMS.

       Department of Taxation                                                    Cost

       Litigation                                                               $ 95,000.00
       Investigation                                                           $ 210,000.00
       Division of Human Rights                                                $ 195,000.00
Configuration Requirements Cost

       The Bidder must quote a cost for any additional resources required to implement the
       system including: hardware, software, communications configurations designed to be
       effective for utilization for the CMS.

       Department of Taxation                                                    Cost

       Litigation
       Microsoft SQL Server                                                     $ 20,000.00
       Microsoft Outlook 2000 (Optimal)                                         $ 20,000.00
       Server Hardware (Estimate)                                                  $ 75,000


       Investigation
       Microsoft SQL Server                                                     $ 40,000.00
       Microsoft Outlook 2000 (Optimal)                                         $ 40,000.00
       Server Hardware (Estimate)                                               $ 75,000.00


       Division of Human Rights
       Microsoft SQL Server                                                     $ 37,000.00
       Microsoft Outlook 2000 (Optimal)                                         $ 37,000.00
       Server Hardware (Estimate)                                               $ 75,000.00




Law Manager Inc.’s Response to The New York State RFP No. 00-53                         April 4, 2001
                                             Page - 3
Alternative Awards

       Although it is the State’s desire to enter into a single contract for both of DTF’s two (2)
       CMS and DHR’s CMS, the State reserves the right to make multiple awards in part.
       Bidders should indicate, in the space provided below or by separate attachment, what
       effect, if any, there would be to the pricing set forth in the above Section I – Mandatory
       Pricing should the State decide to ultimately award separate contracts to different bidders
       for the three CMS.

       Response

       The pricing in this proposal assumes that Law Manager would provide the Case
       Management Systems for both DTF’s two divisions and for DHR. The proposed
       configuration takes into consideration the functional overlap (Core) between DTF &
       DHR. However, a re-proposal would be necessary to provide only one organization with
       their portion of this proposal. If the state would choose to award the system software
       (NT, SQL Server and Outlook) to another contractor, Law Manager would not object.
       No price changes would be necessary with this alternate award.




Law Manager Inc.’s Response to The New York State RFP No. 00-53                        April 4, 2001
                                             Page - 4
IV. MANDATORY PRICING – STATEWIDE AGGREGATION:

The Bidder must provide price quotes for each item set forth under this Section II – Mandatory
Pricing – Statewide Aggregation as follows:

Category I License Fees:

       The following table reflects a tiered pricing approach for Category I licenses. It is the
       State’s expectation that, if the selected Bidder successfully implements it proposed CMS
       solution, the State will adopt the selected Bidder’s product as a preferred standard
       available to all state agencies. The purpose of this table is to obtain rates based on
       assumption that the Bidders would be willing to offer greater discounts as the number of
       orders placed under the resultant agreement grew during the term of the agreement.

       TIER      NUMBER OF EMPLOYEE LICENSES                      *PER TIER LICENSE FEE

       1         1 – 499                                          $   975.00 /tier employee
       2         500 to 999                                       $   721.00 /tier employee
       3         1000 to 1499                                     $   611.00 /tier employee
       4         1500 to1999                                      $   526.00 /tier employee
       5         2000 to 2499                                     $   477.00 /tier employee
       6         2500 to 2999                                     $   477.00 /tier employee
       7         3000 to 3499                                     $   396.00 /tier employee
       8         3500 to 3999                                     $   396.00 /tier employee
       9         4000 to 4499                                     $   346.00 /tier employee
       10        4500 to 4999                                     $   346.00 /tier employee
       11        5000 +                                           $   300.00 /tier employee

       *EXAMPLE: If during the third year of the agreement, Agency “X” ordered 250
       licenses and assuming that as of the point in time, 2400 licenses had been already ordered
       by other Authorized Users under the agreement, then 99 of the licenses ordered by
       Agency “X” would be prices at the Contractor’s proposed Tier 5 Per User Rate and the
       remaining 151 would be priced at the Contractor’s proposed Tier 6 Per User Rate.




Law Manager Inc.’s Response to The New York State RFP No. 00-53                        April 4, 2001
                                             Page - 5
Category II License Fees

       The Bidder must quote a single all inclusive license fee for each of the Category II
       features specified in Section III of the RFP as set forth below:

       Item #     Category II Optional CMS Requirements                         Per User Rate*

       1          Evidence Tracking                                                  Included
       2          File Tracking                                                      Included
       3          Intelligence analysis                                              Included
       4          Seal/Unseal cases                                                  Included
       5          Customizable                                                       Included
       6          Data Exchanges:

       6A         Ability of the CMS to electronically send and accept data
                  from other internal agency systems, such transfer to be by
                  real time or batch transmittal.                                    $ 100.00

       6B         Ability of the CMS to electronically send and accept data
                  from systems external to the agency, such transfer to be
                  enabled by real time or batch transmittal.                         $ 100.00
       7          Scanning                                                           Included
       8          Document Generation/Creation:
       8A         Provides document assembly within the CMS.                         Included

       8B         Document assembly allows utilizing a word processing
                  application.                                                       $ 100.00
       9          Document Management:
       9A         Ability to electronically transmit documents created.              Included

       9B         Indexes such documents consistently and in coordination
                  with CMS case indexing.                                            Included

       9C         Maintains all documents related to a case in an electronic
                  folder automatically.                                              Included

       9D         Allows user to move seamlessly between CMS and the
                  document management function.                                      Included



Law Manager Inc.’s Response to The New York State RFP No. 00-53                        April 4, 2001
                                             Page - 6
       Item #        Category II Optional CMS Requirements                        Per User Rate*

       9E            Limit access to confidential documents in designated
                     subfolders to staff with appropriate clearance only.               Included
       10            Record Certified Mail                                              Included
       11            Data Conversion:
       11A           Automated                                                          $ 200.00
       11B           Manual                                                             Included
       12            Expunge Cases                                                      Included


Ancillary Services

       Bidders must quote a fixed hourly rate for each of the job titles set forth below. The rates
       will be used by Authorized Users and the Contractor in negotiating a fixed all inclusive
       pricing to provide additional functionality beyond the Categories I and II features and to
       design, develop and implement an Authorized User’s CMS. Also, if necessary,
       modifications design needed to comply with the Americans With Disabilities Act shall be
       developed at the Ancillary Services rates set forth below. Bidders must quote a fixed
       hourly rate for each of the job titles set forth below. The hourly rates quoted must be
       inclusive of all travel, meals and lodging costs.


               Job Titles            Year 1         Year 2        Year 3     Year 4        Year 5
       Project/Program Mgr.          $ 225.00      $ 225.00       $ 250.00   $ 250.00     $ 275.00
       Sr. Consultant                $ 175.00      $ 175.00       $ 200.00   $ 200.00     $ 225.00
       Consultant                    $ 145.00      $ 145.00       $ 165.00   $ 165.00     $ 180.00
       Sr. Support Aide              $ 145.00      $ 145.00       $ 165.00   $ 165.00     $ 180.00
       Support Aide                  $ 125.00      $ 125.00       $ 140.00   $ 140.00     $ 160.00
       Sr.
                                     $ 225.00      $ 225.00       $ 250.00   $ 250.00     $ 275.00
       Programmer/Analyst
       Programmer/Analyst            $ 145.00      $ 145.00       $ 165.00   $ 165.00     $ 180.00
       Trainer                       $ 145.00      $ 145.00       $ 165.00   $ 165.00     $ 180.00




Law Manager Inc.’s Response to The New York State RFP No. 00-53                          April 4, 2001
                                                Page - 7
Software Maintenance:

       The Bidder must quote an annual software maintenance fee, including escalators if any,
       to cover the requirements specified in Section III item #16 of the RFP for Category I and
       Category II features. The Bidders should also indicate what effect statewide aggregation
       might have on those rates:


       Item #     Requirements                                                  Per User Rate*

       All        Category I CMS Requirements                                   $ 195.00

       Item #     Category II CMS Requirements                                  Per User Rate*

       1          Evidence Tracking                                                 Included
       2          File Tracking                                                     Included
       3          Intelligence analysis                                             Included
       4          Seal/Unseal cases                                                 Included
       5          Customizable                                                      Included
       6          Data Exchanges:

       6A         Ability of the CMS to electronically send and accept data
                  from other internal agency systems, such transfer to be by
                  real time or batch transmittal.                                   Included

       6B         Ability of the CMS to electronically send and accept data
                  from systems external to the agency, such transfer to be
                  enabled by real time or batch transmittal.                        Included
       7          Scanning                                                          Included
       8          Document Generation/Creation:
       8A         Provides document assembly within the CMS.                        Included
                  Document assembly allows utilizing a word processing
       8B         application.                                                      Included
       9          Document Management:
       9A         Ability to electronically transmit documents created.             Included

       9B         Indexes such documents consistently and in coordination
                  with CMS case indexing.                                           Included


Law Manager Inc.’s Response to The New York State RFP No. 00-53                       April 4, 2001
                                             Page - 8
       Item #     Category II CMS Requirements                                    Per User Rate*

       9C         Maintains all documents related to a case in an electronic
                  folder automatically.                                               Included

       9D         Allows user to move seamlessly between CMS and the
                  document management function.                                       Included

       9E         Limit access to confidential documents in designated
                  subfolders to staff with appropriate clearance only.                Included

       10         Record Certified Mail                                               Included

       11         Data Conversion:

       11A        Automated                                                           Included

       11B        Manual                                                              Included

       12         Expunge Cases                                                       Included


Training Costs:

       The Bidder must quote a fixed all inclusive rate to cover all training services (see Section
       III item #17 of the RFP) proposed by the Bidder associated with the implementation of a
       CMS by an Authorized User. Pricing must be stated as a “per trainee” unit of measure.
       “Per Trainee” is defined as a single trainee. The Bidder must also indicate what effect
       statewide aggregation might have on that rate:

                                                                                   Per Trainee*
                                                                                      $ 565.00

            *Includes all travel costs




Law Manager Inc.’s Response to The New York State RFP No. 00-53                         April 4, 2001
                                             Page - 9
V. OPTIONAL PRICING – CATEGORY III REQUIREMENTS:

Bidders may, but are not required to, furnish a unit price for one or more of the following
Category III features as set forth in Section III of the RFP. Should the Bidder choose to submit
pricing for one or more of these features, the Bidder’s price must include the product and ll
ancillary services and must be quoted as a single, fixed, not-to-exceed total cost per agency for
each Category III element.


       Item #     Feature                                                 Cost/Per Agency
       1          High Level Artificial Intelligence                             TBD
       2          Messaging                                                    Included
       3          Public access via internet                                   Included




Law Manager Inc.’s Response to The New York State RFP No. 00-53                         April 4, 2001
                                               Page - 10
                                            ATTACHMENT 4
             SOFTWARE AND FEES SCHEDULE - Software, License Fees and Service Fees
                      new York State Department of Taxation and Finance

New York State DTF/OTE
Law Manager Software: (Software pricing to remain effective throughout the term of this Agreement)

Module:                                           Maximum Authorized Number of Named Users
LawManager.Pro
 Entity Manager                                   200
 Case Manager                                              200
 Calendar Manager                                          200
 Calendar Interface (Lotus Notes)                 200
 E-Mail Interface (Lotus Notes)                           200
Notebook Designer                                         1
Application Server                                        1 Server (for OTE & OOC)
Web Server                                                1 Server (for OTE & OOC)
LawManager.Net (Web Client)                               200
Crystal Reports User License                              200
Crystal Reports Development License                       5
Software Total:                                   $ 195,000.00

Main Site Address:
New York State Department of Taxation and Finance
Bureau of Fiscal Services
State Campus, Building 8
Albany, New York 12227
Base Installation Date: (Estimate) February 1, 2002

Services:

Services Description
Project Planning
Project Management
Configuration/System Design
         Core System for DTF/OTE, DTF/OOC and DHR
         DTF/OTE Specific Notebooks and Functionality      (in compliance with Category I & II of the Proposal)
         Security
Conversion of 1 database
         Testing
Interfaces
         Lotus Notes Calendar
         Lotus Notes E-mail
         (2) 2-way and (1) 1-way
         Testing
Reports
         10 to be determined




DTF Master Agreement                                                                                 Page 1 of 177
                                         ATTACHMENT 4
Testing/Pilot
         Testing Methodology/Plan
         Notebook Test
         Integration Test
Deployment
         Installation
Services Total:                          $1,210,500.00


Training:
Training Services
         Initial Training
         Administrator Training
         End User Training
         Travel Costs
Training Documentation
         Custom Curriculum
Training Total:                                   $210,000.00



Maintenance:
Annual Software Maintenance
(200 Users @ $195/yr. per user)            $39,000.00/yr (to be paid quarterly in advance)
Estimated Total Value of Maintenance       $143,000.00 (44 months of operation)

Service Rates:

              Job Title                                               Rate
                                       Year 1         Year 2          Year 3           Year 4        Year 5
        Project/Program Mgr.           $ 225.00      $ 225.00        $ 250.00         $ 250.00      $ 275.00
        Sr. Consultant                 $ 175.00      $ 175.00        $ 200.00         $ 200.00      $ 225.00
        Consultant                     $ 145.00      $ 145.00        $ 165.00         $ 165.00      $ 180.00
        Sr. Support Aide               $ 145.00      $ 145.00        $ 165.00         $ 165.00      $ 180.00
        Support Aide                   $ 125.00      $ 125.00        $ 140.00         $ 140.00      $ 160.00
        Sr. Programmer/Analyst         $ 225.00      $ 225.00        $ 250.00         $ 250.00      $ 275.00
        Programmer/Analyst             $ 145.00      $ 145.00        $ 165.00         $ 165.00      $ 180.00
        Trainer                        $ 145.00      $ 145.00        $ 165.00         $ 165.00      $ 180.00




DTF Master Agreement                                                                             Page 2 of 177
                                           ATTACHMENT 4

New York State DTF/OOC
SOFTWARE AND FEES SCHEDULE - Software, License Fees and Service Fees
Law Manager Software: (Software pricing to remain effective throughout the term of this Agreement)

Module:                                             Maximum Authorized Number of Users
LawManager.Pro
 Entity Manager                                     154
 Case Manager                                              154
 Calendar Manager                                          154
 Calendar Interface (Lotus Notes)                   154
 E-Mail Interface (Lotus Notes)                             154
Notebook Designer                                           1
Application Server                                          1 Server for OOC and OTE
Web Server                                                  1 Server for OOC and OTE
LawManager.Net (Web Client)                                 154
Crystal Reports User License                                154
Crystal Reports Development License                         5
Software Total:                                     $ 150,150.00

Main Site Address:
New York State Department of Taxation and Finance
Bureau of Fiscal Services
State Campus, Building 9
Albany, New York 12227


Installation Date:       (Estimate) February 1, 2002

Services:

Services Description
Project Planning
Project Management
Configuration/System Design
         Core System for DTF/OTE, DTF/OOC and DHR
         DTF/OOC Specific Notebooks and Functionality      (in compliance with Category I & II of the Proposal)
         Security
Conversion of 1 database
         Testing
Interfaces
         Lotus Notes Calendar
         Lotus Notes E-Mail
         (2) 2 way and (1) 1 way
         Testing
Reports
         7 defined (Monthly Open Case Inventory, Monthly and Fiscal Year to Date Closed, Weekly and Monthly Event
         Due Date Report, Monthly and Annual Report)
         and 3 to be determined




DTF Master Agreement                                                                                 Page 3 of 177
                                               ATTACHMENT 4

Testing/Pilot
         Testing Methodology/Plan
         Notebook Test
         Integration Test
Deployment
         Installation
Services Total:                            $1,450,000.00

Training:
Training Services
         Initial Training
         Administrator Training
         End User Training (154 users)
         Travel Costs
Training Documentation
         Custom Curriculum
Training Total:                                     $95,000.00

Maintenance:
Annual Software Maintenance
(154 Users @ $195/yr. Per user)              $30,030.00/yr (to be paid quarterly in advance)
Estimated Total Value of Maintenance         $110,110.00 (44 months of operation)


Service Rates:

              Job Title                                                  Rate
                                         Year 1         Year 2           Year 3           Year 4        Year 5
        Project/Program Mgr.             $ 225.00      $ 225.00         $ 250.00         $ 250.00      $ 275.00
        Sr. Consultant                   $ 175.00      $ 175.00         $ 200.00         $ 200.00      $ 225.00
        Consultant                       $ 145.00      $ 145.00         $ 165.00         $ 165.00      $ 180.00
        Sr. Support Aide                 $ 145.00      $ 145.00         $ 165.00         $ 165.00      $ 180.00
        Support Aide                     $ 125.00      $ 125.00         $ 140.00         $ 140.00      $ 160.00
        Sr. Programmer/Analyst           $ 225.00      $ 225.00         $ 250.00         $ 250.00      $ 275.00
        Programmer/Analyst               $ 145.00      $ 145.00         $ 165.00         $ 165.00      $ 180.00
        Trainer                          $ 145.00      $ 145.00         $ 165.00         $ 165.00      $ 180.00




DTF Master Agreement                                                                                Page 4 of 177
                                           ATTACHMENT 4

The License Fees and Services Fees set forth in this Schedule are due and payable as follows:

MILESTONE         PAYMENT          AMOUNT                     Statement of Work DELIVERABLE #

Milestone 1       30%              $993,195                   # 1,3,4,5 (Including Software Licenses)

Milestone 2       N/A                                         #6, 7, 8, 9, 10, 11

  Milestone 3     N/A                                         #12, 13, 14, 15, 16, 17

Milestone 4       10%              $331,065                   # 18, 19

Milestone 5       10%              $331,065                   #22, 23

Milestone 6       10%              $331,065                   #24, 25

Milestone 7       10%              $331,065                   #24, 25

Milestone 8       N/A                                         #26, 27

Milestone 9       20%              $662,130                   #28, 29, 30, 31

Milestone 10      N/A                                         #32, 33, 34, 35, 37, 38, 39, 40

Final             10%              $331,065                   # 36, 41
Acceptance                                                    Upon Final Acceptance (30 days after Rollout)


SUB TOTAL: $3,310,650

GRAND TOTAL (with estimated 44 months of maintenance): $3,563,760.00




DTF Master Agreement                                                                            Page 5 of 177
                       ATTACHMENT 5




                          DELETED




DTF Master Agreement                  Page 1 of 177
                                          ATTACHMENT 6

Master Escrow Agreement


       This Master Escrow Agreement ("Agreement") is made as of this 25th day of April, 2001, by and
between Law Manger, Inc. ("Producer") and DSI Technology Escrow Services, Inc, ("DSI").


         Preliminary Statement. Producer intends to deliver to DSI a sealed package containing
magnetic tapes, disks, disk packs, or other forms of media, in machine readable form, and the
written documentation prepared in connection therewith, and any subsequent updates or changes
thereto (the "Deposit Materials") for the computer software products (the "System(s)"), all as
identified from time to time on Exhibit B hereto. Producer desires DSI to hold the Deposit Materials,
and, upon certain events, deliver the Deposit Materials (or a copy thereof) to those persons or
entities listed from time to time on Exhibit C hereto as a licensee of Producer ("Licensee"), in
accordance with the terms hereof.

        Now, therefore, in consideration of the foregoing, of the mutual promises hereinafter set
forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

       1.     Delivery by Producer. Producer shall be solely responsible for delivering to DSI the
Deposit Materials as soon as practicable. DSI shall hold the Deposit Materials in accordance with
the terms hereof. DSI shall have no obligation to verify the completeness or accuracy of the
Deposit Materials.

       2.      Duplication; Updates.

       (a)      DSI may duplicate the Deposit Materials by any means in order to comply with the
terms and provisions of this Agreement, provided that the Licensee to whom a copy of the Deposit
Materials is to be delivered pursuant to the terms hereof shall bear the expense of duplication.
Alternatively, DSI, by notice to Producer, may require Producer to reasonably promptly duplicate the
Deposit Materials.

        (b)    Producer shall deposit with DSI any modifications, updates, new releases or
documentation related to the Deposit Materials by delivering to DSI an updated version of the
Deposit Materials ("Additional Deposit") as soon as practicable after the modifications, updates, new
releases and documentation have been developed by Producer. DSI shall have no obligation to
verify the accuracy or completeness of any Additional Deposit or to verify that any Additional
Deposit is in fact a copy of the Deposit Materials or any modification, update, or new release
thereof.

       3.      Notification of Deposits. Simultaneous with the delivery to DSI of the Deposit
Materials or any Additional Deposit, as the case may be, Producer shall deliver to DSI and to each
Licensee a written statement specifically identifying all items deposited and stating that the Deposit

DTF Master Agreement                                                                        Page 2 of 177
Materials or any Additional Deposit, as the case may be, so deposited have been inspected by
Producer and are complete and accurate.

       4.      Delivery by DSI

               4.1     Delivery by DSI to Licensees. DSI shall deliver the Deposit Materials, or a
copy thereof, to a Licensee only in the event that:

       (a)    Producer notifies DSI to effect such delivery to a Licensee or Licensees at a specific
address or addresses, the notification being accompanied by a check payable to DSI in the amount
of one hundred dollars ($100.00); or

       (b)     DSI receives from any Licensee:

               (i)     written notification that Producer has failed in a material respect to support
                       the applicable Systems as required by a license agreement ("License
                       Agreement") between Licensee and Producer or that Producer has otherwise
                       defaulted in a material respect under the License Agreement ("Producer
                       Default");

               (ii)    evidence satisfactory to DSI that Licensee has previously notified Producer of
                       such Producer Default in writing;

               (iii)   a written demand that the Deposit Materials be released and delivered to
                       Licensee;

               (iv)    a written undertaking from the Licensee that the Deposit Materials being
                       supplied to the Licensee will be used only as permitted under the terms of the
                       License Agreement;

               (v)     specific instructions from the Licensee for this delivery; and

               (vi)    a check payable to DSI in the amount of one hundred dollars ($100.00).

       (c)     If the provisions of paragraph 4.1(a) are satisfied, DSI shall, within five (5) business
days after receipt of the notification and check specified in paragraph 4.1(a), deliver the Deposit
Materials in accordance with the applicable instructions.

        (d)     If the provisions of paragraph 4.1(b) are met, DSI shall, within five (5) business days
after receipt of all the documents specified in paragraph 4.1(b), send by certified mail to Producer a
photostat copy of all such documents. Producer shall have thirty (30) days from the date on which
Producer receives such documents ("Objection Period") to notify DSI of its objection ("Objection
Notice") to the release of the Deposit Materials to a Licensee and to request that the issue of
Licensee's entitlement to a copy of the Deposit Materials be submitted to arbitration in accordance
with the following provisions:




DTF Master Agreement                                                                     Page 3 of 177
               (i)     If Producer shall send an Objection Notice to DSI during the Objection Period,
                       the matter shall be submitted to, and settled by arbitration by, a panel of
                       three (3) arbitrators chosen by the Atlanta Regional Office of the American
                       Arbitration Association in accordance with the rules of the American
                       Arbitration Association. The arbitrators shall apply Georgia law. At least one
                       (1) arbitrator shall be reasonably familiar with the computer software
                       industry. The decision of the arbitrators shall be binding and conclusive on all
                       parties involved, and judgment upon their decision may be entered in a court
                       of competent jurisdiction. All costs of the arbitration incurred by DSI,
                       including reasonable attorneys' fees and costs, shall be paid by the Producer.
                       If, however, a Licensee refuses to submit to such binding arbitration, the
                       matter shall not be submitted to arbitration and DSI may submit the matter to
                       any court of competent jurisdiction in an interpleader or similar action in
                       accordance with paragraph 6(a) hereof.

               (ii)    Producer may, at any time prior to the commencement of arbitration
                       proceedings, notify DSI that Producer has withdrawn the Objection Notice.
                       Upon receipt of any such notice from Producer, DSI shall reasonably promptly
                       deliver the Deposit Materials to the Licensee in accordance with the
                       instructions specified in paragraph 4.1(b)(v).

       (e)    If, at the end of the Objection Period, DSI has not received an Objection Notice from
Producer, then DSI shall reasonably promptly deliver the Deposit Materials to the Licensee in
accordance with the instructions specified in paragraph 4.1(b)(v).

               4.2    Delivery by DSI to Producer. DSI shall release and deliver the Deposit
Materials to Producer upon termination of this Agreement in accordance with paragraph 7(a) hereof.

        5.     Indemnity. Producer shall indemnify and hold harmless DSI and each of its directors,
officers, agents, employees and stockholders ("DSI Indemnities") absolutely and forever, from and
against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, and
any other expenses whatsoever, including reasonable attorneys' fees and costs, that may be
asserted against any DSI Indemnitee in connection with this Agreement or the performance of DSI
or any DSI Indemnitee hereunder.

       6.      Disputes and Interpleader.

        (a)    In the event of any dispute between any of DSI, Producer and/or any Licensee
relating to delivery of the Deposit Materials by DSI or to any other matter arising out of this
Agreement, DSI may submit the matter to any court of competent jurisdiction in an interpleader or
similar action. Any and all costs incurred by DSI in connection therewith, including reasonable
attorneys' fees and costs, shall be borne by Producer.

        (b)      DSI shall perform any acts ordered by any court of competent jurisdiction, without
any liability or obligation to any party hereunder by reason of such act.




DTF Master Agreement                                                                     Page 4 of 177
       7.     Term and Renewal.

       (a)     The initial term of this Agreement shall be two (2) years, commencing on the date
hereof (the "Initial Term"). This Agreement shall be automatically extended for an additional term
of one year ("Additional Term") at the end of the Initial Term and at the end of each Additional
Term hereunder unless, on or before ninety (90) days prior to the end of the Initial Term or an
Additional Term, as the case may be, either party notifies the other party that it wishes to terminate
the Agreement at the end of such term.

       (b)     In the event of termination of this Agreement in accordance with paragraph 7(a)
hereof, Producer shall pay all fees due DSI and shall promptly notify all Licensees that this
Agreement has been terminated and that DSI shall return to Producer all copies of the Deposit
Materials then in its possession.

        (c)   In the event of termination of this Agreement in accordance with paragraph 8(b)
hereof, DSI shall destroy the Deposit Materials and Producer shall promptly notify all Licensees that
this Agreement has been terminated.

        8.      Fees. Producer shall pay to DSI fees in accordance with Exhibit A as compensation
for DSI's services under this Agreement.

        (a)     Payment. DSI shall issue an invoice to Producer following execution of this
Agreement ("Initial Invoice"), on the commencement of any Additional Term hereunder, and in
connection with the performance of any additional services hereunder. Payment is due upon receipt
of invoice. All fees and charges are exclusive of, and Producer is responsible for the payment of, all
sales, use and like taxes. DSI shall have no obligations under this Agreement until the Initial
Invoice has been paid in full by Producer.

        (b)     Nonpayment. In the event of non-payment of any fees or charges invoiced by DSI,
DSI shall give notice of non-payment of any fee due and payable hereunder to the Producer and, in
such an event, the Producer shall have the right to pay the unpaid fee within ten (10) days after
receipt of notice from DSI. If Producer fails to pay in full all fees due during such ten (10) day
period, DSI shall give notice of non-payment of any fee due and payable hereunder to the
Licensee(s) and, in such event, the Licensee(s) shall have the right to pay the unpaid fee within ten
(10) days of receipt of such notice from DSI. Upon payment of the unpaid fee by either the
Producer or the Licensee(s), as the case may be, this Agreement shall continue in full force and
effect until the end of the applicable term. Failure to pay the unpaid fee under this paragraph 8(b)
by both Producer and the Licensee(s) shall result in termination of this Agreement.

      9.      Ownership of Deposit Materials. DSI and Producer recognize and acknowledge that
ownership of the Deposit Materials shall remain with Producer at all times.

       10.    Available Verification Services. Upon receipt of a written request from any Licensee,
DSI and such Licensee may enter into a separate agreement pursuant to which DSI will agree, upon
certain terms and conditions, to inspect the Deposit Materials for the purpose of verifying its
relevance, completeness, currency, accuracy and functionality ("Technical Verification Agreement").
Upon written request from Producer, DSI will issue to Producer a copy of any written technical


DTF Master Agreement                                                                    Page 5 of 177
verification report rendered in connection with such engagement. If DSI and Licensee enter into
such Technical Verification Agreement, Producer shall reasonably cooperate with DSI by providing
its facilities, computer systems, and technical and support personnel for technical verification
whenever reasonably necessary. If requested by any Licensee, Producer shall permit one employee
of such Licensee to be present at Producer's facility during any such verification of the Deposit
Materials.

        11.     Bankruptcy.     Producer and Licensee acknowledge that this Agreement is an
"agreement supplementary to" the License Agreement as provided in Section 365 (n) of Title 11,
United States Code (the "Bankruptcy Code"). Producer acknowledges that if Producer as a debtor in
possession or a trustee in Bankruptcy in a case under the Bankruptcy Code rejects the License
Agreement or this Agreement, Licensee may elect to retain its rights under the License Agreement
and this Agreement as provided in Section 365 (n) of the Bankruptcy Code. Upon written request of
Licensee to Producer or the Bankruptcy Trustee, Producer or such Bankruptcy Trustee shall not
interfere with the rights of Licensee as provided in the License Agreement and this Agreement,
including the right to obtain the Deposit Material from DSI.

       12.     Miscellaneous.

       (a)    Remedies. Except for actual fraud, gross negligence or intentional misconduct, DSI
shall not be liable to Producer for any act, or failure to act, by DSI in connection with this
Agreement. Any liability of DSI regardless of the cause shall be limited to the fees exchanged under
this Agreement. DSI will not be liable for special, indirect, incidental or consequential damages
hereunder.

       (b)    Natural Degeneration; Updated Version. In addition, the parties acknowledge that as
a result of the passage of time alone, the Deposit Materials are susceptible to loss of quality
("Natural Degeneration"). It is further acknowledged that DSI shall have no liability or responsibility
to any person or entity for any Natural Degeneration. For the purpose of reducing the risk of
Natural Degeneration, Producer shall deliver to DSI a new copy of the Deposit Materials at least
once every three years.

        (c)     Permitted Reliance and Abstention. DSI may rely and shall be fully protected in
acting or refraining from acting upon any notice or other document believed by DSI in good faith to
be genuine and to have been signed or presented by the proper person or entity. DSI shall have no
duties or responsibilities except those expressly set forth herein.

         (d)   Independent Contractor; No Third Party Beneficiary.        DSI is an independent
contractor, and is not an employee or agent of either the Producer or any Licensee. No Licensee is
a party to this Agreement, and no Licensee shall have any rights hereunder, including, without
limitation, any rights as a third party beneficiary. Producer shall make no representation to any
Licensee that is inconsistent with this paragraph 11(d).

      (e)     Amendments. This Agreement shall not be modified or amended except by another
agreement in writing executed by the parties hereto.




DTF Master Agreement                                                                     Page 6 of 177
        (f)   Entire Agreement. This Agreement, including all exhibits hereto, supersedes all prior
discussions, understandings and agreements between the parties with respect to the matters
contained herein, and constitutes the entire agreement between the parties with respect to the
matters contemplated herein. All exhibits attached hereto are by this reference made a part of this
Agreement and are incorporated herein.

       (g)     Counterparts; Governing Law. This Agreement may be executed in two (2)
counterparts, each of which when so executed shall be deemed to be an original and both of which
when taken together shall constitute one and the same Agreement. This Agreement shall be
construed and enforced in accordance with the laws of the State of Georgia.

       (h)    Confidentiality. DSI will hold and release the Deposit Materials only in accordance
with the terms and conditions hereof, and will maintain the confidentiality of the Deposit Materials.

        (i)    Notices. All notices, requests, demands or other communications required or
permitted to be given or made under this Agreement shall be in writing and shall be delivered by
hand or by commercial overnight delivery service which provides for evidence of receipt, or mailed
by certified mail, return receipt requested, postage prepaid, and addressed as follows:


              (i)      If to Producer:
                       to the address listed on the signature page hereof

              (ii)     If to DSI:

                       DSI Technology Escrow Services, Inc.
                       2100 Norcross Parkway, Suite 150
                       Norcross, Georgia 30071
                       Attn: Contracts Administrator



        If delivered personally or by commercial overnight delivery service, the date on which the
notice, request, instruction or document is delivered shall be the date on which delivery is deemed
to be made, and if delivered by mail, the date on which such notice, request, instruction or
document is received shall be the date on which delivery is deemed to be made. Any party may
change its address for the purpose of this Agreement by notice in writing to the other parties as
provided herein.

      (j)     Survival.    Paragraphs 5, 6, 8, 9 and 11 shall survive any termination of this
Agreement.

        (k)    No Waiver. No failure on the part of any party hereto to exercise, and no delay in
exercising any right, power or single or partial exercise of any right, power or remedy by any party
will preclude any other or further exercise thereof or the exercise of any other right, power or
remedy. No express waiver or assent by any party hereto to any breach of or default in any term or


DTF Master Agreement                                                                   Page 7 of 177
condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or
default in the same or any other term or condition hereof.




DTF Master Agreement                                                                  Page 8 of 177
        IN WITNESS WHEREOF each of the parties has caused its duly authorized officer to execute
this Agreement as of the date and year first above written.

              DSI Technology Escrow Services, Inc.

              By:

              Title:


Producer

              By:

              Print Name:   Monty Lunn

              Title:        General Manager

              Address:      55 North Lane, #6060
                            Conshohocken, PA 19428
                            Attention: Monty Lunn
              Phone:        (610) 825-5400
              Fax:          (610) 825-5479


                            Notice copy provided to parent office:
                            Elite Information Systems, Inc.
                            5100 W. Goldleaf Circle, Suite 100
                            Los Angeles, CA 90056
              Phone:        (323) 642-5200
              Fax:          (323) 642-5400

              Attention:    Contracts Administrator




DTF Master Agreement                                                               Page 9 of 177
                                      EXHIBIT A

                                     FEE SCHEDULE

Escrow fees shall be as follows:

Initialization Fee (one time only)                  $ 1,050
                                                    ($ 765 for current clients)

AND:

Maintenance Service Fee (Annual)                    $ 1,350

Additional Beneficiary (Annual)                     $   650




DTF Master Agreement                                                    Page 10 of 177
                                          EXHIBIT B

B1.      Product Name: ____________________________________________________
         Version #:_________________________________________________________

Prepared and Confirmed by: ________________________________________________

Title: _________________________________________ Date: ___________________

Signature: _______________________________________________________________


Type of deposit:
              ____ Initial Deposit
              ____ Update Deposit to replace current deposits
              ____ Other (please describe)___________________________________________

Items Deposited:

      Quantity   Media Type   Description of Material

A)
_________________________________________________

B)                                   _________________________________________________

C)                                   _________________________________________________


                                  (please copy page as necessary)




DTF Master Agreement                                                       Page 11 of 177
                                            EXHIBIT C

                                             Licensees
Please list a primary contact person, company names, and address, as well as telephone and facsimile
numbers.

Company Name & Address

A.                                                Contact Name: ____________________

                                                   Telephone: _______________________

                                                   Facsimile: ________________________

                                                   Date:____________________________

Product Name and Version # ______________________________________


B.                                                Contact Name:____________________

                                                   Telephone:_______________________

                                                   Facsimile:________________________

                                                   Date:____________________________

Product Name and Version # _____________________________________


C.                                                 Contact Name: ___________________

                                                   Telephone:______________________

                                                    Facsimile:_______________________

____________________________________            Date:__________________________

Product Name and Version # ______________________________________


                               (PLEASE COPY PAGE AS NECESSARY)




DTF Master Agreement                                                                 Page 12 of 177
                                      ATTACHMENT 7
MAINTENANCE ADDENDUM

1. Scope of Addendum.

1.1 This Maintenance Services Addendum (“Maintenance Addendum”) is part of the Agreement
between LMI and DTF.

2. Definitions.

2.1 Definitions. As used in this Maintenance Addendum, the following terms shall have the
meanings set forth below. Capitalized terms not otherwise defined shall have the meanings set
forth in the Agreement.

“Business Hours” shall mean the hours from 8:00am to 5:30pm, Eastern Time, during a Business
Day.

“Maintenance Services” shall mean the services provided pursuant to this Maintenance Addendum as
described herein.

“Updates” shall mean any periodic software updates or minor enhancements provided by Law
Manager to correct Critical or Non-Critical Defects in the Software.

3. Term and Fees.

3.1 The initial term of this Maintenance Addendum shall commence ninety days after live operation
and continue pursuant to Article 6 of the Agreement.

3.2 Annual Maintenance Charge. The Annual Maintenance Charge is set forth in the Software and
Fees Schedule and shall be payable on the terms set forth therein and in Article 7.6 of the
Agreement.

4. Maintenance Services.

While this Maintenance Addendum is in effect Law Manager will provide the Maintenance Services
set forth in this Section 4 to DTF:

4.1 Updates and New Releases. Law Manager will provide all Updates for the Law Manager
Software that it releases during the term of this Maintenance Addendum to DTF at no additional
charge. Such Updates shall include any new releases of the Law Manager Software unless such new
release substantially changes the functionality of the Law Manager Software whereby the new
release is considered a new commercial product in the marketplace. Upon delivery to DTF, the
Update will be subject to the ownership, license, confidentiality and infringement indemnification
provisions in the Agreement relating to Law Manager Software. Upon DTF’s request, LMI shall
assist in installing such Updates and shall charge DTF on a time and material basis for services

DTF Master Agreement                                                               Page 13 of 177
rendered based upon its current commercial charges for such services. If DTF decides not to install
a new Update, then upon DTF’s request, LMI shall maintain the version of the software used by the
State, for an agreed upon extra charge, on a best-efforts basis for a period not to exceed one year
after release of such Update. In addition, DTF shall receive from LMI all published
bulletins/documentation describing new releases, maintenance releases, temporary problem
resolutions and circumventions, support level changes and other information with respect to the Law
Manager Software.

4.2 Telephone Support. Law Manager shall provide telephone support during Business Hours for the
reporting of Defects and errors and for the handling of DTF questions relating to the operation of
the Law Manager Software and the Custom Software Deliverables. Licensor shall maintain a trained
staff capable of rendering the services set forth herein. Law Manager shall provide to DTF a beeper
number for telephone support after Business Hours. Law Manager shall charge DTF $250 per hour
(with a minimum of one (1) hour billed per incident) for such after-Business Hours telephone
support. Law Manager shall respond to DTF within thirty (30) minutes after any page.


4.3 Critical Defects. Law Manager shall respond to a report of a Critical Defect as follows:

4.3.1 In the event that DTF reports a Critical Defect to LMI, then LMI shall respond to such report
within two (2) Business Hours and thereafter provide continuous technical assistance to diagnose
and correct the Critical Defect. Law Manager shall inform DTF on a regular basis as to the progress
of the corrective efforts being performed.

4.3.2 DTF may escalate a Critical Defect to the attention of the following individuals, in order, if a
remedy for such Critical Defect is not delivered in a reasonable time: (i) the Law Manager Support
Manager; (ii) Law Manager’s Vice President of Technical Operations; (iii) Law Manager’s Chief
Operating Officer.

4.4    Non-Critical Defects or errors. In the event that DTF reports a Non-critical Defect or error,
       then LMI shall use its best efforts to respond to such report within 3 (three) business days
       and thereafter adopt and execute a reasonable plan for diagnosis and correction. The
       correction of Non- Critical Defects or errors may await the release of Updates.

4.5 Telecommunication Charges. Telecommunication charges associated with dial-up modem
support are chargeable to DTF and will be invoiced monthly at Law Manager's direct cost.

4.6 DTF Obligations. DTF shall make diligent efforts to provide Law Manager’s personnel with such
information under DTF’s control as is reasonably necessary to enable Law Manager to comply with
its obligations hereunder.

4.7. Discontinuance of Maintenance. In the event that LMI proposes to discontinue maintenance or
support for the Law Manager Software, it shall 1) notify DTF in writing of its intention to discontinue
and 2) continue to provide maintenance and support for the greater of: a) the time period offered
by LMI to any other licensee, or b) not less than twelve (12) months from the date of such notice to
discontinue.



DTF Master Agreement                                                                    Page 14 of 177
5. Exclusions.

        5.1 Law Manager's obligations hereunder shall extend (a) only to the latest Update of the
Law Manager Software provided to DTF by Law Manager (except under circumstances described in
section 4.1) and the Custom Software Deliverables, (b) provided the Custom Software Deliverables
are installed pursuant to the terms of the Agreement, and (c) provided the Custom Software
Deliverables have not been modified or altered in any way by anyone other than Law Manager or
under Law Manager's direction, where such modification or alteration causes the Defect in question.
In the event that it is determined that a modification or alteration by DTF causes a Defect or error,
then LMI agrees to use best efforts, upon DTF’s request, to fix such a Defect or error, and shall
charge DTF on a time and material basis for services rendered based upon its current commercial
charges for such services. Notwithstanding the foregoing, in the event that a Critical Defect in the
Law Manager Software or Customer Software Deliverables relates to the Third Party Software, Law
Manager will provide a workaround to resolve such defect. The workaround will be such that the
LMI Software Deliverables will provide equivalent functionality.

5.2 Maintenance Services shall not include services for "Failures not Caused by Law Manager" as set
forth in Article 11.6 of the Agreement.

5.3 The Annual Maintenance Charge includes on-site service calls made if the parties mutually
determine that a Critical Defect cannot be completed via telephone within a reasonable period of time.
LMI’s expenses associated with such on-site service calls shall be borne solely by LMI.

6. Remedies.

        6.1 If, in DTF’s reasonable judgment, Defects or errors cannot be resolved within a
reasonable time, then in such event DTF may either: 1) reach agreement with LMI on an equitable
adjustment to the balance of the price payable for Maintenance Services and/or a refund of an
amount already paid for Maintenance Services or 2) terminate this Maintenance Addendum and
recover a full refund of the maintenance fees paid for the then current year plus any damages
directly resulting from such breach by LMI (subject to the limitations contained in this Section 6.1).
In no event shall LMI’s liability with respect to the services provided under this Addendum exceed
the amount of maintenance fees payable by DTF for the services provided under this Addendum for
the then current annual term. Notwithstanding the remedies and limitations set forth in this Section
6.1, the remedies and limitations set forth in Section 11.1 of the Master Agreement shall apply with
respect to a Defect reported during the Warranty Period.

6.2 If LMI fails to remedy any reported Critical Defect within seventy-two (72) hours of the reported
Critical Defect by DTF, then the State shall be entitled to a one (1) month maintenance credit for
each additional twenty-four (24) hour period during which such Critical defect remains unresolved.
Such credits shall not exceed two months of Annual Maintenance Charges in any annual term hereof
provided such Critical Defect is resolved within seven (7) business days of such report. If the
Critical Defect is not resolved within seven (7) Business Days, then such credits shall not exceed six
(6) months of Annual Maintenance Charges in any annual term hereof.




DTF Master Agreement                                                                   Page 15 of 177
   7. Incorporation of Agreement Provisions. The provisions of Articles 7.2 (Grant of License), 7.3
      (Restrictions on Use), 7.5 (Source Code Escrow), 10 (Dispute Resolution), 11.2, 11.3, 11.4,
      and 11.6 ( Anti-virus, Disabling Code Year 2000, and Title warranties) with regard to Updates,
      12 (Confidentiality), 13 (Indemnification and Limitation on Liability), 14 (Termination), and any
      other applicable provisions in the Agreement are hereby fully incorporated into this
      Maintenance Addendum.




DTF Master Agreement                                                                    Page 16 of 177
                       ATTACHMENT 8




                          DELETED




DTF Master Agreement                  Page 17 of 177
                       ATTACHMENT 9




                          DELETED




DTF Master Agreement                  Page 18 of 177

				
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