ATTACHMENT 5 - INFORMATION PROCESSING SYSTEMS AGREEMENT

Retirement Document Imaging RFP 989-A-23-7052-C

This Information Processing Systems Agreement, entered into this ________ day of ________________, 19___, hereinafter referred to as the "Agreement" or "contract" is made by and between the State of Connecticut, acting by its Department of Information Technology/Contracts & Purchasing Division, hereinafter referred to as the "Customer," located at 340 Capitol Avenue, Hartford, CT 06106-1415, and , hereinafter referred to as the "Supplier" or "contractor," having its principal place of business at . Where contracting agency is referred to in this Agreement, it is understood to be the Department of Information Technology.

The terms and conditions of this Agreement are contained in the following sections:

The parties hereto do hereby agree as follows:

1. TERM OF AGREEMENT

1. This Agreement shall become effective in accordance with the provisions of Section 32. APPROVAL OF AGREEMENT and shall continue until terminated by either party upon ninety (90) days' prior written notification to the other party, except that such termination may not be effected so long as this Agreement applies to any Attachment (described in Section 3. ACQUIRING PRODUCTS).
2. If notification of termination is received from Supplier, Customer agrees to no longer issue Letter Order(s) (defined in Section 2. DEFINITIONS) for any additional Products (defined in Section 2. DEFINITIONS) or associated services under the terms and conditions of this Agreement.

2. DEFINITIONS

1. "Alterations" as used herein, shall mean modifications made by Customer or Department to any installed Product thereby making such Product not in conformance with Supplier design and/or operation specifications.
2. "Department" as used herein, shall mean the Office Of The State Comptroller.
3. "Improvements" as used herein, shall mean Supplier changes made to Products from time to time either to provide additional functions for Department use or to correct errors and other performance deficiencies noted by a Department and reported to Supplier.
4. "RFP" as used herein, shall mean the Request For Proposal No. 989-A-23-7052C issued by the Department of Information Technology on March 5, 1999, concerning Retirement DOC - Imaging System.
5. "Letter Order" as used herein, shall mean a document issued by the Customer's Contracts & Purchasing Division on behalf of a Department for one or more Products in accordance with the terms and conditions of this Agreement. Any such Letter Order must be accompanied by a Department Purchase Order or Purchase Order Amendment, as applicable, and be accepted by the Supplier.
6. "Product" as used herein, shall mean any Supplier furnished hardware, operating firmware, Software license, custom developed or enhanced computer software configured and interconnected as a System capable of being operated to process information in accordance with the RFP. Product shall further mean any associated maintenance, training, other associated services, along with all related materials, documentation, and information received by Department from Supplier that is specified in any Customer Letter Order.
7. "System" as used herein, shall mean Supplier furnished hardware, license software and other computer program(s) that resides on and instructs or controls the Department's processing unit (PU), or multiple interconnected processing units, to produce reports, other outputs, and provides the Department meaningful use of the System in accordance with the RFP.
8. "Designated PU" as used herein, shall mean any PU or attached processor (AP) complex, including associated peripheral units, specified in the Attachment. The Attachment may designate more than one PU for either different Sites or Site(s) with multiple interconnected PU's.
9. "Product Schedule" as used herein, which is attached to this Agreement, shall mean that document which establishes the Products, software licenses and licensing period(s), System maintenance and support, training, other services and associated pricing then available to Department under the provisions of this Agreement.
10. "Project Implementation Summary" as used herein, which is attached to this Agreement, shall mean that document which itemizes milestone periods and tasks where checkpoints are to be taken to assure the Department that the implementation of An Integrated Inmate Accounts Trust and Commissary Point of Sale System is proceeding according to schedule.
11. "Project Implementation Schedule" as used herein, which is attached to this Agreement, shallmean that document which further defines the deliverables and tasks of the Project Implementation Summary and may be recognized for the purpose of payment to the Supplier.
12. "Site" as used herein, shall mean a location of a computer system or systems consisting of one processing unit (PU) or multiple interconnected processing units.
13. "Specifications" as used herein, shall mean the Supplier's published technical and non-technical detailed descriptions of a Product's capabilities and/or intended use.

3. ACQUIRING PRODUCTS

1. Subject to the terms and conditions of this Agreement, Supplier shall sell, transfer, convey and/or license to the Department any duly ordered Product. Such Products shall be available in the Product Schedule and listed in Letter Orders issued by the Contracts and Purchasing Division.
2. Any Letter Order, which has been accepted by the Supplier, shall be immediately attached to this Agreement and shall remain attached until such time as any and all Products, licenses and associated services listed in the Letter Order have been terminated. During the period of attachment, the Letter Order shall be known as an "Attachment" and shall hereinafter be referred to as such.
3. Supplier may supplement the Product Schedule at any time to make additional Products, services and related terms available to the Customer, provided that the effective date of each supplement is stated thereon. Any supplement must be transmitted to the Customer with a cover letter documenting formal approval of the supplement by a Supplier representative then legally empowered to so act.
4. Upon Customer receipt of ninety (90) calendar days' prior written notice, Supplier may update any Product Schedule pricing by amending the Product Schedule effective July 1 of any State of Connecticut fiscal year, provided: (1) the Product Schedule amendment is transmitted and approved in the same manner as described for supplements in Subsection 3.c., (2) no software license, or Product maintenance or related service rates is increased within the first year of any Product acceptance, and (3) any such resultant price increase shall not exceed five percent (5%) in any State of Connecticut fiscal year. In no case shall any such increase exceed Supplier's published prices then applicable to local governments and other states. Customer shall provide Supplier written acknowledgement, for Supplier's records, of such received amendment.
5. Products ordered prior to the effective date of any Product Schedule pricing increase shall enjoy protection from rate increase during their initial terms.
6. Supplier shall provide Customer with a discount on any Product Schedule pricing according to Supplier's discount policy in effect when a Letter Order is placed or according to the discount shown on the Product Schedule, whichever is greater.
7. The Department is authorized to use any license software Product to develop and/or enhance said Department's systems, only in the pursuit of its own business interests, on any designated PU specified in a Letter Order and for no other purpose. Any such license software shall be nonexclusive and nontransferable. The Department agrees that it shall use its best efforts to prohibit any license software Product use in a manner, whether directly or indirectly, that would enable the Department's users to use the license software Product on any other PU.
8. Notwithstanding the foregoing restrictions on use, the Department may use the license software Product on another PU or Site in the following circumstances:
   1. If the Department determines that a designated PU or Site cannot be used because of equipment or software inoperability, or initiation of a disaster recovery test or a disaster recovery event.
   2. If the Department designated PU is replaced by a Department, said Department may designate a successor PU and use the Product on that PU. Prior to such other use, Department shall give Supplier written notice of such intended use and such other use shall be subject to Supplier's written consent. Such consent shall not be unreasonably withheld or delayed.
   3. If the Department designated PU is removed to another location, a Department may move any license software Product and supporting materials to that location which physically replaces the original location. Prior to such moving of any such Product and supporting materials, said Department shall give Supplier written notice of such intended movement and such movement shall be subject to Supplier's written consent. Such consent shall not be unreasonably withheld or delayed.
9. Department may make a maximum of five (5) copies of each license software Product and a maximum of five (5) copies of the user manuals/documentation and supporting materials for each such software Product. The Department shall maintain an accurate record of the location of such copies at all time and such record shall be available to Supplier. All such copies shall be subject to the terms and conditions of this Agreement.

4. RFP PROJECT ADMINISTRATOR

1. The Comptroller of the Office Of The State Comptroller, hereinafter "Comptroller," hereby designates _________________ as the RFP Project Administrator, who shall be replaced at the sole discretion of the Comptroller. The RFP Project Administrator shall be the sole authority to act for the Department under this Agreement, solely for any Product(s) initially acquired/installed from Request For Proposal No. 989-A-23-7052C. Whenever the Department is required, by terms of this Agreement to provide written notice to the Supplier, such notice must be signed by the RFP Project Administrator or, in that individual's absence or inability to act, such notice shall be signed by the Comptroller.
2. The milestones and deliverables which are defined in the Project Implementation Schedule will be recognized for the purposes of RFP payment to the Supplier. For each of these milestones and all associated deliverables, the Suppler will submit a standard State invoice, CO-17 "INVOICE - VOUCHER FOR GOODS OR SERVICES RENDERED TO THE STATE OF CONNECTICUT", along with a copy of the Department's "Notice of Acceptance" letter for that milestone and all associated deliverables to the RFP Project Administrator.
3. Any additions to or reductions in the deliverables and prices for work completed in the performance of the Project Implementation Schedule must be executed according to the provisions of Section 5. CHANGE ORDERS.

5. CHANGE ORDERS

1. The Department may at any time, with written notice to Supplier, request changes within the general scope of the Project Implementation Schedule. Such changes shall not be unreasonably denied or delayed by Supplier. Such changes may include modification in the functional requirements and processing procedures. Other changes might involve the correction of system deficiencies after the operations phase has begun, or other changes specifically required by new or amended State laws and regulations. Any corrections, changes, modification or other alterations of or to the Product(s) shall be made by Supplier without charge to the Department or Customer due to System deficiencies or if the System does not fully perform in accordance with this Agreement and the RFP. Any investigation necessary to determine the source of the problem requiring the change shall be done by Supplier at its sole cost and expense.
2. The written change order request shall be issued by the Department. As soon as possible after Supplier receives a written change order request, but in no event, later than fifteen (15) calendar days thereafter, the Supplier shall provide the Department with a written statement that the change has no price impact on the Supplier or that there is a price impact, in which case the statement shall include a description of the price increase or decrease involved in implementing the change. The cost or credit to the Department resulting in a change in the work shall specify the total cost by the number of staff-hours (Labor Category) times the applicable hourly rate as specified within the Product Schedule.
3. No change order shall become effective, nor shall there be any change in the Project Implementation Schedule, until Supplier's receipt of an applicable Letter Order with an accompanying Purchase Order (CO-94) or Purchase Order Change Notice (CO-95). No employee, officer, or representative of the Department, including the Department RFP Project Administrator, or the Supplier shall circumvent the intent of this section.

6. DELIVERY, INSTALLATION & DEINSTALLATION

1. Department shall undertake at its own expense to prepare and make available to Supplier the site of installation of any hardware Product in accordance with Supplier furnished Specifications. If preparation for installation has not been completed, Customer shall so notify Supplier as soon as possible but no later than ten (10) days prior to the scheduled hardware Product installation date. If Customer installation site requirements do not meet Supplier Specifications, the Customer shall be charged, at prices in effect at the time of Customer's order, for any extra work and ancillary products required to complete installation.
2. Supplier shall provide such preinstallation and postinstallation hardware Product compatibility system surveys, consultation, reference manuals and onsite operational training as to facilitate proper installation and operation of all Products. Additional Supplier assistance, if requested by the Customer and issued in a Letter Order, shall be furnished at Customer expense at Supplier's published rates.
3. Supplier represents and warrants that it shall complete installation of the System in accordance with the Project Implementation Summary and Product Implementation Schedule.
4. Department ordered System deinstallation, relocation and reinstallation of any System previously installed at a Department site or the Department's designated site shall be at Department's expense according to Supplier's prices then in effect for such services

7. PRODUCT EVALUATION & ACCEPTANCE

1. Except as may be stipulated within Section 4. RFP PROJECT ADMINISTRATOR, any Product furnished by Supplier under the terms of this Agreement shall be subject to an evaluation and acceptance period at the Department installation site. For a Product installed by Supplier, said period shall commence on the Department work day next following written Supplier notification to the Department that the Product is installed and ready to undergo evaluation and acceptance testing. The evaluation and acceptance testing is defined as thirty (30) contiguous days of Product performance and Supplier service which satisfies Customer criteria specified in Section 9. SOFTWARE MAINTENANCE & SUPPORT and Section 10. HARDWARE MAINTENANCE & SUPPORT. For a Product installed by Department, said period shall commence on the Department work day next following receipt of the Product by Department.
2. Should any Product or associated service fail to be satisfactory as specified in Subsection 7.a. due to circumstances beyond Supplier's control, the evaluation and acceptance period then shall be immediately reinitiated or rescheduled at a later date upon mutual agreement between Supplier and Department.
3. Successful completion of the Product evaluation and acceptance period shall be determined by Department and verified on Customer Form SDP-6 "Data Processing Installation/Removal." The license shall be effective commencing on the Customer's SDP-6 "Acceptance Date" which shall be considered to be the first day of the successful Product evaluation and acceptance period. The Department agrees to complete any required Supplier acceptance certificate.
4. If the Department does not accept any Product within sixty (60) days of installation, due to the Product or associated service failure to be satisfactory as specified in Subsection 7.a., department may then release the Product to Supplier and be relieved of all financial obligations therefor.
5. Notwithstanding Subsection 7.c., any Product acquired from an RFP, the "Acceptance Date" shall mean the first day of the successful System evaluation and acceptance period.

8. PAYMENTS & CREDITS

1. The Department shall pay any Product or associated service charges shown in each Attachment promptly after receipt of the Supplier invoice applicable to the calendar month or other period during which Supplier has the obligation to provide the Product or service to the Department (hereinafter referred to as the "Due Date"). Any such charges for a partial month or period shall be prorated. Charges for licenses shall apply starting with the relevant Acceptance Date; charges for associated services shall apply starting with the relevant dates specified in the pertinent Attachments.
2. Payment of said Supplier charges for any such license term or license maintenance and support term shall entitle the Department to use the Product, free of any usage charges, at the Department's convenience at any time during said term, excluding the time required for maintenance and support.
3. Supplier may assign any license payments (but not any associated service payments), in whole or in part, upon prior written notice to the Department and compliance with the requirements of the State's Comptroller's Office concerning such assignments. Notwithstanding any such assignment, Supplier agrees that the Department shall quietly have and enjoy use of the Product, free of any repossession or any claims by Supplier or its successors and assigns, subject to the terms and conditions of this Agreement, provided the Department is not in default hereunder. No Product assignment by Supplier shall relieve Supplier of any obligations under this Agreement without prior written Department consent in each such instance.
4. The Department shall be liable to Supplier for a charge for an item which is not listed on the Product Schedule only if the related order has been placed by an authorized Customer representative. Any Supplier time and materials charge shall reflect only reasonable expenditures actually incurred by Supplier in rendering Department services at the Product installation site.
5. Supplier shall furnish separate invoices for each Letter Order; and each license charge, maintenance and support charge or other charge shall be included as separate line items on such invoices.
6. When the license term specified in the Attachment is less than perpetual, all charges for maintenance and support are included in the periodic license fee.
7. Where the license term specified in the Attachment is perpetual, charges for maintenance and support are as follows:
   1. If the license fee specified in the Attachment is payable in periodic payments, there shall be no additional charge for maintenance and support during the period for which such periodic payments are payable.
   2. If the license fee specified in the Attachment is payable in one lump sum, there shall be no additional charge for maintenance and support during the twelve (12) months following the Product Acceptance Date.
   3. For the year after the period for which periodic payments are payable, or twelve (12) months after the Product Acceptance Date, as the case may be, Supplier shall continue to provide the Department with maintenance and support services provided the Department elects to pay Supplier applicable maintenance and support charges then in effect.
   4. For each subsequent year, Supplier's obligation to provide maintenance and support services and Department's obligation to pay the maintenance and support charges then in effect shall be deemed to be automatically renewed unless cancelled in writing by Customer at least thirty (30) days prior to such renewal date.
8. It shall be the responsibility of the Department to pay any charges due hereunder within forty-five days after the acceptance of the Product or services being rendered, as applicable, after having received the Supplier invoice.
9. Failure by a Department to make payment within the forty-five (45) day period after which services have been rendered and an invoice provided, shall not constitute a default or breach, but rather, shall entitle Supplier to receive interest on the amount outstanding after said forty-five (45) days in accordance with State of Connecticut statutes.
10. Notwithstanding this Section 8., whenever Product(s), Product license(s), or associated services specified in the applicable Attachment is resultant of an RFP, payments to Supplier shall be as follows:

1) The Department shall pay Supplier within forty-five (45) days after the period for which Project Implementation Schedule deliverables have been accepted by the Department and an applicable invoice received. Charges for services shall be based upon actual billable time incurred for such deliverables, however, such charges shall not exceed the associated "not-to-exceed cost" in accordance with the Product Implementation Schedule.

2) There shall be a forty percent (40%) holdback from the monies that are due for each such deliverable accepted by the Department.

3) Upon successful completion of the System evaluation and acceptance period, determined by the Department and verified on Customer Form SDP-6, Department shall pay Supplier the holdback monies.

9. SOFTWARE MAINTENANCE & SUPPORT

1. After acceptance of any software Product by the Department and subject to the terms, conditions, and charges set forth in this Agreement, Supplier represents and warrants that maintenance and support services for any software Product shall be provided to the Department as follows:
   1) Supplier shall provide such reasonable and competent assistance as necessary to cause the Product to perform in accordance with applicable portions of the Specifications; and
   2) Supplier shall provide Improvements which may be available to Supplier to any Product; and
   3) Supplier shall update any Product, if and as required, to cause it to operate under new versions or releases of the operating system(s) specified in the Attachment.
2. Maintenance and support services shall be provided by the Supplier on an annual basis and shall automatically renew for successive twelve (12) month periods unless thirty (30) days' prior written notice of termination is provided to the Supplier by the Department before the end of the initial term or any renewal term of maintenance and support services.
3. Supplier shall maintain sufficient and competent Product support services staff to satisfy the Supplier obligations specified herein for any Product.
4. Supplier shall have full and free access to any Product to provide required services thereon.
5. If any license software Product becomes not usable due to the computer manufacturer's release and the installation of (1) a new PU operating system or (2) an updated version of the present PU operating system or (3) a change to the present PU operating system and the Supplier is unable to provide changes to the Product to cause it to operate according to Specifications within thirty (30) days of written notification by the Department to Supplier of such failure to operate, any such Product so affected shall have its paid maintenance and support period, periodic-payment license period or limited term license period extended an additional period of time equal to the period of time the Product was not usable. If, after the expiration of thirty (30) days from the date of said notification, the Product remains not usable, then the applicable license may be terminated at the option of said Department without further obligation or liability.
6. Supplier shall typically respond to the Department's telephone requests for technical support relative to any installed Product within two (2) hours of such requests during Department weekday working hours (8:30 A.M. to 4:30 P.M., Eastern time). Failure to provide reasonable and competent telephone assistance, the Customer's sole determination, within the two (2) hour period shall entitle said Department to either credit or reimbursement against the applicable Product invoice in regard to a non-perpetual license in the amount of ten percent (10%) of the Supplier's current license fee for each succeeding two (2) hour period that said reasonable and competent assistance is not provided by Supplier. For a perpetual license, the amount shall be 1/6 times the related Product Schedule annual maintenance and support charge, or two (2) times the related Product Schedule monthly maintenance and support charge, as the case may be, whether payable or not by a Department, for each succeeding two (2) hour period that said reasonable and competent assistance is not provided by Supplier.

10. HARDWARE MAINTENANCE & SUPPORT

1. Department shall be responsible for site work external to, but required for, hardware Product installation and for Supplier maintenance time and material costs of hardware Product repairs necessitated by Department misuse or negligence.
2. Supplier shall not be responsible for the consequences of any hardware Product repairs, adjustments, or modifications performed by any person not representing Supplier, however, this provision does not preclude Supplier granting approval for such performance by persons not representing the Supplier.
3. Supplier shall maintain sufficient installed hardware Product support services staff, replacement hardware Products and ancillary equipment to satisfy the preventive and remedial maintenance requirements and Section 11. SYSTEM RELIABILITY.
4. Supplier shall have full and free access to any hardware Product to provide required service thereon. Supplier shall maintain an on-site hardware Product log to contain brief descriptions of Department reported problems and the associated remedial or scheduled preventive maintenance services performed on any installed hardware Product.
5. Preventive maintenance shall be provided at a time mutually agreeable to Department and Supplier, and may be charged to Department at Non-PPM service rates unless scheduled during a PPM period. Preventive maintenance shall conform to the hardware Product manufacturer's recommended schedules and procedures, and may be performed concurrently with remedial maintenance.
6. Suppler shall typically arrive at the System site within two (2) hours upon receipt of Department request for PPM. Unless other arrangements are agreed to by Department, should the Supplier representative arrive at the System site one (1) hour or more before the end of a PPM period, remedial Maintenance shall be then completed, or continued for a grace period of up to one (1) hour beyond the PPM period without charging Customer for Non-PPM service. At the expiration of the grace period, Customer shall have the option to either complete such Maintenance at current Non-PPM rates or schedule Maintenance resumption of such Maintenance at the beginning of the next daily PPM period.
7. At Department's option, any Supplier PPM service may be extended to cover any Non-PPM period by Customer's ordering and paying for such additional Maintenance coverage period(s) according the Product Schedule provisions for: (1) On-Call (unscheduled) hourly rate Non-PPM, and/or, (2) scheduled Non-PPM surcharge(s). The omission on the Product Schedule of Maintenance Charges for said extended periods of maintenance indicates that such additional maintenance coverage is not offered by the Supplier.

11. SYSTEM RELIABILITY

1. The reliability, at any point in time, of the System shall be determined by the System's operational capability for productive Department use as configured and installed within the Department's operating environment. Continued acceptability of such System performance reliability shall be based on the Department's experienced rate of recoverable and non-recoverable System operating errors or failures which preclude productive Department use of said System according to the applicable RFP and Supplier operating specifications.
2. The required reliability (Computed % Reliability) for the System during any calendar month is ninety-nine percent (99%) uptime availability for aforesaid productive Department use, computed as follows:

with Available-Time-per-Month equated to nine (9) hours per day times the number of business days in an applicable month, and Downtime-per-Month equated to those hours of Available-Time-per-Month during which the Department or any specific site is precluded from aforesaid productive System use.

1. A given instance of System downtime shall start after receipt by the Supplier of a bona fide Department service request to remedy any operational System deviation, error, or failure condition(s), and end with documented proof by Supplier to the Department that such System status has been fully restored to the applicable RFP and Supplier's operational specifications and made ready for productive Department use. However, the calculated time period of a given such instance of System downtime shall exclude the following periods: (1) any nonproductive System use time caused by the Department or the Department's authorized third party; and (2) any time during which the Department fails to make the System available for Supplier's remedial service.

12. RFP SYSTEM WARRANTIES

1. Supplier represents and warrants that the System shall conform to the terms and conditions of this Agreement, the issued RFP and Supplier's proposal, and be free from defects in material and workmanship for a minimum period of two (2) years after acceptance of the System by the Department. Additionally, during this two (2) year period, Supplier shall modify, adjust, repair and/or replace such Product(s) as necessary to maintain ongoing System reliability according to Section 11. SYSTEM RELIABILITY.
2. If the ongoing performance of Supplier maintenance and support of the System or if the System does not conform to Section 11. SYSTEM RELIABILITY, the Department shall give Supplier written notice of performance deficiencies. Supplier shall then have not more than a thirty (30) calendar day period to correct the applicable Product or service deficiency and restore the functioning of the Product and System to a level of operation that meets or exceeds the terms of this Agreement, the RFP and Supplier's proposal specifications. If during this period such Product or System performance, or service level, continues to fail to meet these specifications, then the Supplier shall be in material default of this Agreement.

13. WARRANTIES

1. Supplier hereby warrants its ownership and/or marketing rights to the software license Products. Unless stated otherwise in an Attachment, Supplier hereby warrants that a software Product installed by Supplier, or installed by the Department in accordance with Supplier's instructions, shall function according to the Specifications on the Acceptance Date for such Product, and that Supplier shall modify and/or replace such Product as necessary to maintain ongoing Product reliability according to Section 9. SOFTWARE MAINTENANCE & SUPPORT. This latter warranty shall not apply to any software Product deficiency caused by maintenance by a person other than the Supplier or its representative.
2. If the ongoing performance of the software Product does not conform to Section 9. SOFTWARE MAINTENANCE & SUPPORT provisions of this Agreement, the Department shall give Supplier written notice of performance deficiencies. Supplier shall then have not more than a ten (10) calendar day cumulative cure period per twelve (12) month period to correct such deficiencies. If the cumulative number of days in a twelve (12) month period is exceeded, and said performance continues to be in nonconformance with said Section 9., the Supplier shall be in default of this Agreement and the Customer at its option may thereupon:

1) request Supplier to replace said Product or service resource at Supplier's expense with a functional Product or competent service.

2) terminate the Product license or service without Department penalty, further obligation or financial liability. In the event of such termination, the Department shall be entitled to a refund according to the following schedule:

Termination of a lump-sum payment perpetual license

Period license of terminated Product has been in effect starting with Acceptance Date:

1st - 12th month - 100% of license fee paid to be refunded

13th - 24th month - 75% of license fee paid to be refunded

25th - 36th month - 50% of license fee paid to be refunded

37th month and over - 25% of license fee paid to be refunded

Termination of associated services or a periodic payment license or a lump-sum payment non-perpetual license

All fees paid by the Department applicable to the period following default shall be refunded to the Department.

1. The Supplier neither excludes nor modifies the implied warranties of merchantability and fitness for a particular purpose concerning the Products and services offered under the terms and conditions of this Agreement.

14. PATENT, COPYRIGHT, LICENSE & PROPRIETARY RIGHTS

1. Supplier hereby grants the Department, at no additional cost, rights to copy and modify and use any patented, copyrighted, licensed or proprietary software Product solely in the pursuit of its own business interests. The Department shall promptly affix to any such copy a reproduction of the patent, copyright, license or proprietary rights information notice affixed to the original Product. The Department shall maintain the confidentiality of any such license software Product consistent with its privileged nature, and shall not divulge the Product or make it available to any third party, except as may be noted elsewhere in this Agreement. This obligation survives termination of this Agreement.
2. Supplier agrees to indemnify, hold harmless and defend the Customer and any Department from and against any patent, copyright, license or proprietary rights infringement claim or proceeding pertaining to Department use of any software Product, except where the Department modifies or adapts said Product without Supplier consent. Supplier agrees to satisfy any final award arising from any said claim or proceeding. Customer or the Department agrees to give Supplier prompt written notice of any impending said claim or proceeding, and agrees to Supplier's right to conduct any defense thereof.
3. In the event any software Product becomes the actual or prospective subject of any said claim or proceeding, Supplier may, at its discretion: (1) modify the Product or substitute another equally suitable Product (providing such alternative does not degrade the Department's Product dependent performance capability), or (2) obtain for said Department the right to continued Product use, or (3) if Product use is prevented by injunction, take back the Product and credit the Department for any charges unearned as a result of enjoined use as follows:

1) Where the license specified in the applicable Attachment is less than perpetual, Supplier shall promptly refund the Department the amount of the fees paid for the portion of the applicable term found to be infringing.

2) Where the license specified in the applicable Attachment is perpetual:

a) Periodic Payment License. Supplier shall promptly refund the Department the amount of the fees paid for the portion of the applicable term found to be infringing.

b) Lump-Sum Payment License. Supplier shall promptly refund the Department any Product maintenance and support charges paid by the Department applicable to the infringement period plus a sum computed as follows:

Period license of infringing Product has been in effect starting with Acceptance Date:

1st - 12th month - 100% of license fee paid

13th - 24th month - 75% of license fee paid

25th - 36th month - 50% of license fee paid

37th month and over- 25% of license fee paid

1. Supplier shall have no liability for any infringement claim or proceeding based on the Department's use of a Product for which it was neither designed nor intended and Supplier has provided written notification to said Department of such inappropriate use.

15. CONFIDENTIALITY; NONDISCLOSURE

1. The Department shall exercise at least the same degree of care to safeguard any license software Product as the Department does its own property of a similar nature and shall take reasonable steps to assure that neither the license software Product nor any part thereof received by Department under this Agreement shall be disclosed for other than its own business interests. Such prohibition on disclosures shall not apply to disclosures by the Department to its employees or its representatives, provided such disclosures are reasonably necessary to Department's use of the Product, and provided further that Department shall take all reasonable steps to insure that the Product is not disclosed by such parties in contravention of this Agreement.
2. The Department shall use any license software Product only in the pursuit of its own business interests. Customer shall not sell, lease, license or otherwise transfer with or without consideration, any such Product to any third party (other than those non-designated third parties that have need to know and agree to abide by the terms of this Section 15.) or permit any third party to reproduce or copy or otherwise use such Product. Customer will not create derivative works, translate, reverse engineer or decompile the license software Product, in whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets of the source code version of the Product software.
3. Supplier hereby agrees that:

1) All Department information exposed or made available to Supplier or its representatives is to be considered confidential and handled as such.

2) Any such Department information is not to be removed, altered, or disclosed to others in whole or in part by Supplier and its representatives.

3) All Department security procedures shall be adhered to by Supplier and its representatives.

It is expressly understood and agreed that the obligations of this Section 15. shall survive the termination of this Agreement.

16. PRODUCT REPLACEMENTS & UPGRADES

1. Customer may order replacement of any Product license with any other Product license then available to Customer. Supplier shall provide Customer with a discount or credit according to Supplier's policy then in effect or according to the credit shown below, whichever is greater:

1) Replacement Product that was provided under a lump sum payment perpetual license

Period license of replaced Product has been in effect starting with Acceptance Date:

1st - 12th month - 75% of license fee paid shall be credited toward fee for Replacement Product

13th - 24th month - 50% of license fee paid shall be credited toward fee for Replacement Product

25th - 36th month - 25% of license fee paid shall be credited toward fee for Replacement Product

37th month and over - No credit toward fee for Replacement Product

2) Replaced Product that was provided under a periodic payment license

License fee payments for a replaced Product shall terminate on the Acceptance Date of the replacement Product.

3) Replaced Product that was provided under a lump-sum payment non-perpetual license

There shall be a prorated adjustment of the license fee payment for a replaced Product as of the Acceptance Date of the replacement Product.

The license fee for any replacement Product applies commencing on the Acceptance Date of such Product.

1. Supplier shall keep current any installed Product throughout its license term by delivering, at no cost or expense to a Department, the most current release of said Product to the Department, provided that said Department has paid or will pay the most recent applicable annual maintenance charges.

17. RISK OF LOSS & INSURANCE

1. The Department shall not be liable to Supplier for any risk of Product loss or damage while Product is in transit to or from a Department installation site, or while in a Department's possession, except when such loss or damage is due directly to Department gross negligence.
2. In the event Supplier employees or agents enter premises occupied by or under control of a Department in the performance of their responsibilities, Supplier shall indemnify and hold said Department harmless from and defend it against any loss, cost, damage, expense or liability by reason of tangible property damage or personal injury, of any nature or any kind, caused by the performance or act of commission or omission of said employees or agents. Without limiting the foregoing, Supplier shall maintain public liability and property damage insurance within reasonable limits covering the obligations contained herein, and shall maintain proper workers' compensation insurance in accordance with Section 32. WORKERS' COMPENSATION.

18. PRODUCT ALTERATIONS

1. Alterations of any Product may be made only with the prior written consent of Supplier and/or manufacturer. Such consent shall not be unreasonably withheld or delayed.
2. If any Product Alteration interferes with the normal and satisfactory operation or maintenance and support of any Product or increases substantially the costs of maintenance and support thereof or creates a safety hazard, the Department shall, upon receipt of written notice from Supplier, promptly restore the Product to its pre-altered condition.
3. Any Alteration of a license software Product by the Department without written consent of Supplier shall void the obligations of Supplier under Section 9. SOFTWARE MAINTENANCE & SUPPORT for the Product. Supplier shall indicate in any prior written consent which parts of the Product being altered will continue to be subject to Section 9. SOFTWARE MAINTENANCE & SUPPORT and which will not. Customer understands and agrees that Supplier may develop and market a new or substantially different product which either uses or performs all or part of the functions performed by an installed Product or System. Nothing contained in this Agreement gives Customer any rights, with respect to such new or different product, not granted to other product users.

19. LIMITATION OF LIABILITY

1. In no event shall either party be liable for special, indirect or consequential damages except as may otherwise be provided for in this Agreement.
2. The limit of Supplier's liability to the Department, concerning performance or nonconformance by Supplier, shall not exceed two hundred percent (200%) of the "Total Maximum Billable Amount," as stated on the Product Implementation Schedule.
3. Supplier shall indemnify, defend and hold harmless the Department and Customer and their successors and assigns from and against all: (1) actions, suits, claims, investigations or legal or administrative or arbitration proceedings pending or threatened, whether at law or in equity in any forum (collectively, "Claims") arising, directly or indirectly, in connection with this Agreement including, but not limited to, acts of commission or omission, (collectively, the "Acts") by the Supplier or any of its members, directors, officers, shareholders, representatives, agents, servants, consultants, employees or any other person or entity with whom the Supplier is in privity of oral or written contract (collectively, "Supplier Parties"); (2) liabilities arising, directly or indirectly, in connection with this Agreement, out of the Supplier's or Supplier Parties' Acts concerning its or their duties and obligations as set forth in this Agreement; and (3) damages, losses, costs and expenses, including but not limited to, attorneys' and other professionals' fees, that may arise out of such Claims and/or liabilities for bodily injury and/or property damage.

20. FORCE MAJEURE

Neither party shall be responsible for delays or failures in its obligations herein due to any cause beyond its reasonable control. Such causes shall include, but not be limited to, strikes, lockouts, riot, sabotage, rebellion, insurrection, acts of war or the public enemy, unavailable raw materials, telecommunication or power failure, fire, flood, earthquake, epidemics, natural disasters, and acts of God.

21. SOURCE CODE ESCROW

1. Supplier agrees to store during the term of this Agreement at a third party site a copy of the most current source code, and any documentation and written instructions required to interpret said source code, for all license software Products. Said third party site, source code, documentation and instructions will be affirmed to the Department in writing by Supplier within fourteen (14) days of a request of the Department. Supplier shall immediately arrange for the surrender of such source code, documentation and instructions to Department:

1) If Supplier becomes insolvent or commits any act of bankruptcy or makes a general assignment for the benefit of creditors;

OR

2) If Supplier or its successors or assignees discontinues support of the Products for any reason.

1. Supplier shall arrange so that the Department shall have the right at any time to contact the so identified third party and shall also arrange so the Department's audit personnel shall have full and free access to examine any such source code, documentation and written instructions for the purposes of ascertaining the existence of the source code and related documentation and instructions and for the verification of the continued validity of the instructions from the Supplier to the third party to release the source code, documentation and instructions to the Department under the circumstances specified in this section.

1. In no event shall a Department use the source code, documentation and written instructions for purposes other than satisfying Department needs. Title to any source code released to Customer in compliance with this Section 21. shall remain with Supplier and Customer shall continue to treat the released materials as valuable and proprietary trade secret information of Supplier in accordance with the terms of this Agreement, which terms shall expressly survive the termination or expiration of this Agreement. Customer agrees that any released source code shall be used solely for the business purposes of Department and shall not be disclosed to any third party pursuant to this Agreement.

22.TERMINATION OF AGREEMENT

This Agreement shall be subject to termination according to the following and as otherwise provided in this Agreement.

1. Mutual Agreement
   This Agreement may be terminated by mutual agreement, in writing, of the parties. The effective date of such termination and the responsibilities of the parties shall be set forth as a part of that Agreement.
2. Default by the Supplier
   The Customer may, by written notice to Supplier, signed by the RFP Project Administrator, terminate the Supplier's right to proceed under this Agreement if the Supplier:

1. Materially fails to perform the services within the time specified or any extension thereof; or
2. so fails to make progress as to materially endanger performance specified in this Agreement in accordance with its terms; or
3. otherwise fails to perform any other material provisions of this Agreement; provided, however, that in such event the Customer, through the RFP Project Administrator, shall give the Supplier at least thirty (30) days' prior written notice.

Termination for default at the option of the Customer shall be effective thirty (30) days after receipt of such notice, unless the Supplier corrected said failure(s) within thirty (30) days after receipt by the Supplier of such written notice. In the event of such Agreement termination, the Supplier shall reimburse Department of all monies paid by Department to Supplier under this Agreement and Supplier shall be liable to compensate the Department for any additional costs reasonably incurred by the Department in obtaining such services; provided that the failure to perform under this Agreement which results in termination pursuant to this Subsection 22.b. arises out of cause or causes other than those described in Section 20. FORCE MAJEURE.

Termination by the RFP Project Administrator

The RFP Project Administrator, by sixty (60) days' prior written notice to the Supplier, may terminate performance of work under this Agreement, in whole or in part, when it is in the best interest of the Department to do so. In the event of such termination, the Supplier will be compensated by Department for work performed prior to such termination date and for all reasonable costs to which the Supplier has, out of necessity, obligated itself as a result of this Agreement.

23. TERMINATION OF LETTER ORDERS

In addition to as otherwise may be provided in this Agreement, the Department may terminate early and without penalty, and without default on the part of the Supplier, any license or associated service on any Attachment by releasing Supplier from further responsibility to provide the Product or service, under the following conditions:

1. Termination in the Interest of Department

Upon thirty (30) days' prior written notice to Supplier, a Department may terminate any service and/or applicable Letter Order(s), in whole or in part, when it is in the best interest of the Department to do so. In the event such termination pertains to associated service, the Supplier will be compensated for all work performed prior to such termination date.

1. Lack of Continued Funding

Upon ninety (90) days' written notice to Supplier, a Department may terminate any Product license or associated service as of the first day of the period for which sufficient funds to meet its obligations under this Agreement are not appropriated or allocated. The Department shall pay any Product or service charges due prior to the non-funded period. If the necessary funding becomes available within ninety (90) days of such termination, Department and Supplier agree to resume said license or associated service, upon such funding becoming available, under the terms applicable to such license or associated service just prior to termination, unless such resumption is mutually declined.

Upon the termination of any such Product license, the license and all other rights granted hereunder to the Department shall immediately cease, and said Department shall immediately upon receipt of written request from Supplier:

1) Return the Product to Supplier; and

2) Purge all copies of the Product or any portion thereof from all PU's and from any computer storage medium or device on which the Department has placed Product.

24. GENERAL PROVISIONS

1. Section headings and document titles used in this Agreement are included for convenience only and shall not be used in any substantive interpretation of this Agreement.
2. If any term or condition of this Agreement is decided by a proper authority to be invalid, the remaining provisions of the Agreement shall be unimpaired and the invalid provision shall be replaced by a provision which, being valid, comes closest to the intention underlying the invalid provision.
3. The terms of all Product(s), maintenance service rates/pricing, and associated offerings in this Agreement are equivalent to or better than those for comparable Supplier offerings to any other state or local government customer under like terms and conditions. If during the life of this Agreement Supplier provides more favorable terms for said offerings to another such customer, this Agreement shall thereupon be deemed amended to provide same to Customer.
4. The failure at any time by either party to this Agreement to require performance by the other party of any provision hereof shall not affect in any way the full right to require such performance at any time thereafter. The waiver by either party of a breach of any such provision shall not constitute a waiver of the provision itself, unless such a waiver is expressed in writing and signed by a duly authorized representative of the waiving party.
5. In any case where the consent or approval of either party is required to be obtained under this Agreement, such consent or approval shall not be unreasonably withheld or delayed. No such consent or approval shall be valid unless in writing and signed by a duly authorized representative of that party. Such consent or approval shall apply only to the given instance, and shall not be deemed to be a consent to, or approval of, any subsequent like act or inaction by either party.
6. This Agreement shall be deemed to have been made in the State of Connecticut and shall be governed in all respects by the laws of said State without giving effects to its conflicts of laws provisions.
7. The Department agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within any Product.
8. Except as may be otherwise provided for in this Agreement, the Department shall not assign, mortgage, alter, relocate or give up possession of any lease Product or license software Product without the prior written consent of Supplier.
9. If the Department desires to obtain a version of the license software Product that operates under an operating system not specified in the Attachment, Supplier shall provide said Department with the appropriate version of the Product, if available, on a 60-day trial basis without additional charge, provided a Department has paid all applicable maintenance and support charges then due. At the end of the 60-day trial period, a Department must elect one of the following three options:

1) Department may retain and continue to use the old version of the Product and return the new version to Supplier and continue to pay the applicable license fee and maintenance and support charge for the old version;

OR

2) Department may retain and use the new version of the Product and return the old version to Supplier, provided that any difference in the applicable license fee and maintenance and support charge for the new version and such fee and charge for the old version is paid or refunded to the appropriate party;

OR

3) Department may retain and use both versions of the Product, provided Department pays Supplier the applicable license fees and maintenance and support charges for both versions of the Product.

1. Supplier covenants and agrees that it will not, without prior written consent from Customer, make any reference to Customer in any of Supplier's advertising or news releases.
2. Any product, whether acceptable or unacceptable, developed under this Agreement shall be the sole property of the Customer and the Customer shall have sole proprietary rights thereto.
3. Any forthcoming transactions against this Agreement shall be in accordance with applicable Connecticut statutes, if any, pertaining to the Department of Information Technology.
4. The following items are hereby incorporated into this Agreement by reference:
   1. The RFP No. 989-A-23-7052C issued on March 11, 1999.
   2. RFP Amendment #1 issued on .....
   3. RFP Amendment #n issued on ......
   4. (name of vendor) Proposal dated .....
   5. DOIT Letter of Request For Clarification to (vendor) dated....
   6. (vendor) Letter of Clarification to DOIT dated....

25. ORDER OF PRECEDENCE

In the event of conflict of terms and conditions between or among the RFP, the Supplier proposal and this Agreement, the order of precedence is:

NOTE: Department to provide order of precedence.

From the list you made above, list the order of precedence

26. YEAR 2000 COMPLIANCE

The contractor warrants that each hardware, software, and firmware product ("product") or each developed, modified or remediated item of hardware, software, firmware ("item") or each service delivered under this contract shall be able to:

1. accurately assess, present or process date/time data (including, but not limited to, management , manipulation, processing, comparing, sequencing and other use of date data, including single and multi-century formulae and leap years) from, into , and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations;
2. properly exchange date/time data when used in combination with other information technology;
3. perform as a system, if so stipulated in the contract, and the warranty shall apply to those items as a system.

Notwithstanding any provision to the contrary in any vendor warranty or warranties, the remedies available to the State under this Year 2000 warranty shall include repair or replacement of any listed product and/or item whose non-compliance with the Year 2000 warranty is discovered and made known to the contractor in writing. This warranty remains in effect through December 31, 2000 or 365 days following the termination of this agreement, whichever is later.

Nothing in this warranty shall be construed to limit any rights or remedies the State may otherwise have under this contract with respect to defects other than Year 2000 compliance.

In addition, the contractor warrants that products or items modified or remediated to achieve Year 2000 compliance will remain unaffected with respect to their functioning or performance except for processing and exchanging date/time data. The contractor warrants that products or items not being modified or remediated directly will remain unaffected with respect to their normal functioning or performance.

27. COMMUNICATIONS

Unless notified otherwise by the other party in writing:

Correspondence, notices, and coordination between the parties to this Agreement as to general business matters or the terms and conditions herein should be directed to:

Notices sent by United States mail with postage prepaid shall become effective when mailed. Details regarding Supplier invoices and all technical or day-to-day administrative matters pertaining to any Product and related service should be directed to:

28. NONDISCRIMINATION AND AFFIRMATIVE ACTION PROVISIONS

This section is inserted in this contract in connection with Subsection (a) of Section 4a-60 of the General Statutes of Connecticut, as revised.

1. For the purposes of this section, "minority business enterprise" means any small contractor or supplier of materials fifty-one per cent or more of the capital stock, if any, or assets of which is owned by a person or persons: (1) Who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies of the enterprise and (3) who are members of a minority, as such term is defined in Subsection (a) of Conn. Gen. Stat. Section 32-9n; and "good faith" means that degree of diligence which a reasonable person would exercise in the performance of legal duties and obligations. "Good faith efforts" shall include, but not be limited to, those reasonable initial efforts necessary to comply with statutory or regulatory requirements and additional or substituted efforts when it is determined that such initial efforts will not be sufficient to comply with such requirements.
2. For the purposes of this section, "commission" means the commission on human rights and opportunities.
3. For the purposes of this section, "public works contract" means any agreement between any individual, firm or corporation and the state or any political subdivision of the state other than a municipality for construction, rehabilitation, conversion, extension, demolition or repair of a public building, highway or other changes or improvements in real property, or which is financed in whole or in part by the state, including, but not limited to, matching expenditures, grants, loans, insurance or guarantees.
   1. The contractor agrees and warrants that in the performance of the contract such contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, mental retardation or physical disability, including, but not limited to, blindness, unless it is shown by such contractor that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the state of Connecticut. The contractor further agrees to take affirmative action to insure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, mental retardation, or physical disability, including, but not limited to, blindness, unless it is shown by such contractor that such disability prevents performance of the work involved;
   2. the contractor agrees, in all solicitations or advertisements for employees placed by or on behalf of the contractor, to state that it is an "affirmative action-equal opportunity employer" in accordance with regulations adopted by the commission;
   3. the contractor agrees to provide each labor union or representative of workers with which such contractor has a collective bargaining agreement or other contract or understanding and each vendor with which such contractor has a contract or understanding, a notice to be provided by the commission advising the labor union or workers' representative of the contractor's commitments under this section, and to post copies of the notice in conspicuous places available to employees and applicants for employment;
   4. the contractor agrees to comply with each provision of this section and Conn. Gen. Stat. Sections 46a-68e and 46a-68f and with each regulation or relevant order issued by said commission pursuant to Conn. Gen. Stat. Sections 46a-56, 46a-68e and 46a-68f; (5) the contractor agrees to provide the commission on human rights and opportunities with such information requested by the commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the contractor as relate to the provisions of this section and Conn. Gen. Stat. Section 46a-56. If the contract is a public works contract, the contractor agrees and warrants that he will make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works project.
4. Determination of the contractor's good faith efforts shall include but shall not be limited to the following factors: The contractor's employment and subcontracting policies, patterns and practices; affirmative advertising, recruitment and training; technical assistance activities and such other reasonable activities or efforts as the commission may prescribe that are designed to ensure the participation of minority business enterprises in public works projects.
5. The contractor shall develop and maintain adequate documentation, in a manner prescribed by the commission, of its good faith efforts.
6. The contractor shall include the provisions of Subsection b of this section in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the state and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the commission. The contractor shall take such action with respect to any such subcontract or purchase order as the commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with Conn. Gen. Stat. Section 46a-56; provided, if such contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the commission, the contractor may request the state of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the state and the state may so enter.
7. The contractor agrees to comply with the regulations referred to in this section as they exist on the date of this contract and as they may be adopted or amended from time to time during the term of this contract and any amendments thereto.

29. NONDISCRIMINATION PROVISIONS REGARDING SEXUAL ORIENTATION

This section is inserted in this contract in connection with Subsection (a) Section 4a-60a of the General Statutes of Connecticut, as revised.

1. (1) The contractor agrees and warrants that in the performance of the contract such contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual orientation, in any manner prohibited by the laws of the United States or of the state of Connecticut, and that employees are treated when employed without regard to their sexual orientation;

   (2) the contractor agrees to provide each labor union or representative of workers with which such contractor has a collective bargaining agreement or other contract or understanding and each vendor with which such contractor has a contract or understanding, a notice to be provided by the commission on human rights and opportunities advising the labor union or workers' representative of the contractor's commitments under this section, and to post copies of the notice in conspicuous places available to employees and applicants for employment;

   (3) the contractor agrees to comply with each provision of this section and with each regulation or relevant order issued by said commission pursuant to section 46a-56 of the general statutes;

   (4) the contractor agrees to provide the commission on human rights and opportunities with such information requested by the commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the contractor which relate to the provisions of this section and section 46a-56 of the general statutes.

2. The contractor shall include the provisions of Subsection a of this section in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the state and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the commission. The contractor shall take such action with respect to any such subcontract or purchase order as the commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with section 46a-56 of the general statutes; provided, if such contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the commission, the contractor may request the state of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the state and the state may so enter.
3. The contractor agrees to comply with the regulations referred to in this section as they exist on the date of this contract and as they may be adopted or amended from time to time during the term of this contract and any amendments thereto.

30. EXECUTIVE ORDER NO. THREE

This contract is subject to the provisions of Executive Order No. Three of Governor Thomas J. Meskill promulgated June 16, 1971 and, as such, this contract may be cancelled, terminated or suspended by the state labor commissioner for violation of or noncompliance with said Executive Order No. Three, or any state or federal law concerning nondiscrimination, notwithstanding that the labor commissioner is not a party to this contract. The parties to this contract, as part of the consideration hereof, agree that said Executive Order No. Three is incorporated herein by reference and made a part hereof. The parties agree to abide by said Executive Order and agree that the state labor commissioner shall have continuing jurisdiction in respect to contract performance in regard to nondiscrimination, until the contract is completed or terminated prior to completion.

The contractor agrees, as part consideration hereof, that this contract is subject to the Guidelines and Rules issued by the state labor commissioner to implement Executive Order No. Three, and that he will not discriminate in his employment practices or policies, will file all reports as required, and will fully cooperate with the State of Connecticut and the state labor commissioner.

31. EXECUTIVE ORDER NO. SEVENTEEN

This contract is subject to the provisions of Executive Order No. Seventeen of Governor Thomas J. Meskill promulgated February 15, 1973, and, as such, this contract may be cancelled, terminated or suspended by the contracting agency or the State Labor Commissioner for violation of or noncompliance with said Executive Order No. Seventeen, notwithstanding that the Labor Commissioner may not be a party to this contract. The parties to this contract, as part of the consideration hereof, agree that Executive Order No. Seventeen is incorporated herein by reference and made a part hereof. The parties agree to abide by said Executive Order and agree that the contracting agency and the State Labor Commissioner shall have joint and several continuing jurisdiction in respect to contract performance in regard to listing all employment openings with the Connecticut State Employment Service.

32. WORKERS' COMPENSATION

Supplier agrees to carry sufficient workers' compensation and liability insurance in a company, or companies, licensed to do business in Connecticut, and furnish certificates if required.

33. APPROVAL OF AGREEMENT

This Agreement shall become effective upon its approval as to form by the Office of the Attorney General of the State of Connecticut.

34. ENTIRETY OF AGREEMENT

This Agreement includes the SIGNATURE PAGE OF AGREEMENT. To the extent the provisions of the previously mentioned Product Schedule, the Project Implementation Summary, the Project Implementation Schedule and any aforementioned Attachment do not contradict the provisions of Sections 1 through 34 of this Agreement, said documents are incorporated herein by reference and made a part hereof as though fully set forth herein. This Agreement, as thus constituted, contains the complete and exclusive statement of the terms and conditions agreed to by the parties hereto and shall not be altered, amended, or modified except in writing executed by an authorized representative of each party.

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