Exhibit 10.1
CONTRACT
BETWEEN
THE NEW YORK STATE OFFICE OF CYBER SECURITY AND CRITICAL INFRASTRUCTURE
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COORDINATION (CSCIC)
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AND
PLANGRAPHICS, INC.
FOR
The Design, Development and Implementation of a Critical Infrastructure
Load and Update Application and an Inquiry Application
CSCIC CONTRACT # C002410
THIS CONTRACT, (hereinafter the "CONTRACT") is made by and between the
State of New York (hereinafter "the State"), acting by and through the New York
State Office Of Cyber Security and Critical Infrastructure Coordination
hereinafter "CSCIC"), it successors and assigns, with offices located at ▇▇
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Inc.("Contractor"), a Maryland business corporation, its successors and assigns,
with a principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
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W I T N E S S E T H:
WHEREAS, CSCIC wishes to CONTRACT for the design, development and
implementation of a Critical Infrastructure Load/Update and Inquiry Application
including all requirements and all optional components as specified in
attachment J to RFP 04-001; and
WHEREAS, the Contractor is PlanGraphics, Inc and the Parties therefore wish
to enter into a CONTRACT for said services
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the Parties do agree as follows:
1. DEFINITIONS:
The following terms when used in any part of this CONTRACT shall have the
meanings indicated below:
1.1. CONTRACT shall mean this document, including all Appendices and Attachments
now or hereafter issued or expressly made a part hereof.
1.2. Contractor shall mean the Contractor listed in the first introductory
paragraph of this CONTRACT, and also may be referred to as vendor.
1.3. CSCIC shall mean New York State Office of Cyber Security and Critical
Infrastructure Coordination or its successor, which will be obtaining the
services in accordance with the provisions set forth in this CONTRACT.
1.4. CSCIC Project Manager shall mean the CSCIC employee or consultant
supervising the Contractor and the projects that are the subject of this
CONTRACT.
1.5. Parties shall mean CSCIC or the State, and Contractor.
1.6. State shall mean the State of New York and its various boards, agencies,
departments, commissions and offices, including CSCIC.
1.7. Term shall mean the periods during which this CONTRACT shall be effective,
as specified in Section 5 of this CONTRACT.
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2. OVERVIEW/STRUCTURE OF CONTRACT/MERGER OF DOCUMENTS:
The term "CONTRACT" shall be deemed inclusive of the following Appendices
and Attachments, as if merged and set forth herein in full:
2.1 Appendix A: "Standard Clauses for New York State CONTRACTs", attached
hereto as a separate exhibit;
2.2 This CONTRACT and its Attachments;
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2.3 CSCIC RFP 04-001 and its Attachments;
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2.4 Contractor's Proposal and its Attachments.
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3. INCONSISTENCIES:
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The Parties agree that, with regard to any inconsistencies that might arise
between various documents incorporated in this CONTRACT, the following
order of precedence shall be used:
3.1 Appendix A;
3.2 This CONTRACT, to the extent not in conflict with Appendix A;
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3.3 CSCIC RFP 04-001, to the extent not in conflict with 3.1 or 3.2 above;
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3.4 Contractor's Proposal, to the extent not in conflict with 3.1, 3.2 or
3.3 above.
4. CONTRACT PROCESS:
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4.1 The Parties hereby record their understanding regarding the practices
and procedures to be followed to process and implement this CONTRACT
as negotiated between the Parties.
4.2 The Parties agree and acknowledge that this CONTRACT represents the
final CONTRACT documents, which the Parties desire to execute in
accordance with their usual practices. It is hereby agreed that
Contractor shall execute first in the presence of a notary public. The
State of New York shall then process the CONTRACT, in the following
order, for the following review and approvals:
4.2.1 The Office of Cyber Security and Critical Infrastructure
Coordination;
4.2.2 The Office of the Attorney General;
4.2.3 The Office of the State Comptroller.
4.3 The Parties hereby acknowledge that this CONTRACT shall not be binding
until all of the above referenced approvals have been obtained.
5. TERM AND TERMINATION:
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5.1 Term. The term for this CONTRACT will be for a period beginning upon
approval hereof by the Attorney General and the State Comptroller and
ending September 30, 2005.
5.2 Renewal. If CSCIC provides notice to the Contractor of its election to
renew the term of this CONTRACT, no later than 90 days prior to the
end of the CONTRACT Period, this CONTRACT shall automatically renew
for a one (1) year term ("Renewal Period"). Two one year Renewal
Periods may commence in succession in accordance with the notice
provision of this paragraph upon completion of the CONTRACT and all
fees, terms and conditions shall be consistent with the fees terms and
conditions contained herein.
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5.3 Termination
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5.3.1 CSCIC shall be allowed to terminate this CONTRACT for
convenience upon thirty (30) days notice to Contractor. If
this CONTRACT is terminated for the convenience of CSCIC,
Contractor will be paid for the services performed to the date
of such termination plus a maximum of two (2) weeks of time
and materials as needed to close out the project.
5.3.2 CSCIC shall be allowed to terminate this CONTRACT for cause,
pursuant to the default provisions in Section 15 of this
CONTRACT.
6. PAYMENTS PROCESSING:
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6.1 Upon the acceptance, by CSCIC, of each deliverable the Contractor
shall submit to CSCIC appropriate invoices with full supporting
detail(s) as specified by CSCIC, which payments are due and payable
within thirty (30) days after delivery to CSCIC. Invoices must
include, at a minimum, documentation consistent with the payment
requirements expressed in CSCIC RFP 04-001 Section 7 PAYMENT. The
State's payment obligations shall be governed by the provisions of the
New York State Finance Law. Invoices must include a reference to this
CONTRACT # C002410 .
6.2 Invoices must be remitted to the following address:
NYS Office of General Services
Financial Administration
Attn: Claims Unit
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6.3 Any late charges that accrue on any payments due under this CONTRACT
shall be calculated in accordance with the provisions of Article XI-A
of the New York State Finance Law.
7. TAXES:
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7.1 CSCIC represents that the purchases on behalf of the State of New York
are not subject to any state or local sales or use taxes, or to
federal excise taxes.
7.2 Contractor remains liable and solely responsible without exemption for
social security, unemployment insurance and other taxes to which
Contractor is subject.
8. SCOPE OF SERVICES:
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The Contractor will provide a Critical Infrastructure Load and Update
Application and Inquiry Application and all optional components and
deliverables in compliance with the technical requirements as specified in
Attachment J of CSCIC's RFP 04-001, attached hereto and made a part of as
if set forth in full.
9. CHANGE IN SCOPE OF SERVICES:
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In the event that the Parties agree that it is necessary, during the term
of this CONTRACT, to change the scope of the services described in this
CONTRACT, the following change control process will be utilized:
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9.1 A written description of the changes (Change in Scope) will be
prepared jointly by Contractor and CSCIC.
9.2 The document will describe the change, the rationale for the change,
and specify any change in the charges, estimated schedule, or other
terms.
9.3 The Change in Scope shall indicate the detailed increase or decrease
in cost, if any, and any impact of the change request upon the planned
deliverables.
9.4 The Change in Scope must be signed by both Contractor and CSCIC, and
approved by the appropriate control agencies of the State, to
authorize implementation of proposed changes.
9.5 If the proposed Change in Scope is not acceptable to CSCIC, the
proposal will not be implemented.
10. CONSIDERATION:
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In return for timely performance by Contractor for the design, development,
implementation and acceptance of the Critical Infrastructure Load/Update
and Inquiry Applications and optional components, the Contractor shall
receive the following consideration based on the deliverables identified
below:
10.1 75% of the total bid cost of the Load and Update Module upon
completion, delivery, installation and acceptance of the Load and
Update Module.
10.2 75% of the total bid cost of the Inquiry Module upon completion,
delivery, testing and acceptance of the Inquiry Module, including the
browse and search interface to the Data Catalog.
10.3 75% of the total bid cost of the operational procedures, system
documentation and user training materials associated with the Data
Catalog interfaces, the Load and Update Module, and the Inquiry Module
upon completion, delivery and acceptance of the operational
procedures, system documentation and user training materials
associated with the Data Catalog interfaces, the Load and Update
Module, and the Inquiry Module.
10.4 75% of the total bid cost for the Advanced SDW Search Engine optional
deliverable upon completion, delivery and acceptance of the Advanced
SDW Search Engine optional deliverable, provided CSCIC has elected to
exercise this option.
10.5 Payments for the Staffing Support optional deliverable will be made
periodically, but no less than monthly, based on hours worked (not to
exceed 600 billable hours) and documented in invoices, provided CSCIC
has elected to exercise this option.
The balance of payments for Section 10.1 through 10.4 will be paid within
thirty (30) days of the completion, delivery and acceptance of all required
deliverables and all optional components and deliverables as specified in
Attachment J of RFP 04-001. The total cost to CSCIC will be $1,750,000 for
all deliverables including all optional components as specified in
Attachment J of RFP 04-001.
11. QUIET USE AND ENJOYMENT:
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In the event of a dispute arising from this CONTRACT, the State shall
continue to be able to enjoy the benefit of the services of the Contractor
while the dispute is resolved.
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12. MOST FAVORED PRICING STATUS:
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The Contractor warrants that pricing offered to CSCIC is the same as or
lower than that offered to other customers that are similarly situated with
respect to products and Contract Services.
13. CONFLICT OF LAW:
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This CONTRACT shall be governed by the laws of the State of New York in the
event of any controversy or breach of CONTRACT cause of action that may
arise.
14. ACCESS TO AND AUDIT OF CONTRACT RECORDS:
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14.1 The Contractor shall promptly notify CSCIC of any request by anyone
for access to any records maintained pursuant to this Contract. Access
by the Contractor's regular outside auditors to the Contractor's
financial records, pursuant to regularly scheduled or routine audits
or inspection of the Contractor, shall not require notification to
CSCIC provided that rights of confidentiality or proprietary interests
are preserved.
14.2 The Contractor shall be responsible for assuring that the provisions
in this Section shall apply to any subcontract related to performance
under this Contract.
15. CONTRACTOR'S REPRESENTATIONS & WARRANTIES:
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15.1 Contractor warrants and represents that the Contractor agrees to
perform the terms of this CONTRACT including to design, develop and
implement the Critical Infrastructure Load/Update and Inquiry
Applications required in connection therewith, in accordance with all
of the conditions, covenants, statements and representations contained
herein and in the attached appendices during the CONTRACT term.
15.2 Based upon utilization of the software configuration as agreed by the
parties in the system documentation, the Contractor further warrants
that any application software coding that it performs under this
Agreement will, for a period of one (1) year from the end of the
contract term (Warranty Period), continue to perform to
specificationfor the specific configuration referenced above. During
the warranty period if the application coding fails to conform to
specifications, the Contractor shall correct such non-conformance at
no additional.
15.3 Limited by rights and terms of third parties arising from purchase of
- their products, the Contractor warrants full ownership, clear title
or perpetual license rights to any and all tangible or intangible
products furnished, used or modified by the Contractor or third
parties on behalf of CSCIC, and the Contractor shall be solely liable
for the full cost of acquisition associated therewith. The Contractor
shall provide CSCIC with appropriate documentation indicating the
vesting of such rights in the Contractor, and/or the right to transfer
or transfer of such rights, as requested by CSCIC. The cost of
obtaining such rights for continued perpetual use of such product(s)
by CSCIC upon project completion shall be deemed to have been included
by the Contractor in its proposal. Such products include, without
limitation, all hardware, commodities, custom programming or third
party software, training modules, printed materials, source codes, or
any other products or services furnished pursuant to this Contract.
The Contractor will fully indemnify CSCIC and the State for any loss,
damages or actions arising from a breach of any warranty arising here
under without limitation.
16. DISPUTE RESOLUTION:
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16.1 CSCIC and the Contractor shall, in good faith and in a timely manner,
attempt to resolve all disputes arising under the Contract. CSCIC and
the Contractor agree to the use of the following procedures should a
dispute arise concerning their rights and responsibilities under this
Contract:
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16.1.1 CSCIC and the Contractor's staffs shall be given the first
opportunity to resolve the dispute.
16.1.2 Each Party shall designate a representative for dispute
resolution and immediately notify the other Party upon
Contract approval who the dispute resolution representative
is.
16.1.3 Any dispute relating to the performance of this Contract
shall be identified in writing and submitted to the dispute
resolution representatives for a decision.
16.1.4 The dispute resolution representatives shall work
cooperatively and in good faith to resolve the problem,
render a decision in writing, and furnish copies of the
decision to CSCIC and the Contractor's senior level
management staff.
16.1.5 CSCIC and the Contractor shall complete the steps specified
in Sections 16.1.1 - 16.1.4 of this Contract within ten (10)
business days of receipt of written notice by either Party
that a dispute exists.
16.1.6 If the dispute resolution representatives cannot resolve the
dispute, either or both Parties may submit the dispute to the
Deputy Director of CSCIC or his or her designee for a
resolution.
16.1.7 The Deputy Director of CSCIC or his or her designee shall
render a decision within fifteen (15) business days of
receipt of a written request for resolution.
16.1.8 If the Contractor does not agree with the decision of the
Deputy Director of CSCIC it may then pursue its legal
remedies, but it is specifically agreed that any and all
reports made by the Deputy Director upon the disagreement at
issue shall be admissible in accordance with the rules of
evidence in any court action taken with respect to the
matter.
16.1.9 During the course of any dispute, or if the Contractor
pursues any legal or equitable remedy, it shall continue to
provide Contract Services according to the Contract until
such legal proceeding is concluded, or an injunction is
issued, provided CSCIC continues to make the required
payments under the Contract, less any amount attributable to
the disputed work.
16.2 This Dispute Resolution Clause does not apply to any dispute that
involves delay, acceleration, interference or any other act or
omission constituting a breach of contract; any matter relating to
extensions of time; or liquidated damages; or any termination for
cause or convenience.
17. ASSURANCES:
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17.1 The Contractor represents and warrants that: it is duly organized,
validly existing, and in good standing under the laws of the State of
New York, it has the power and authority to enter into this Contract
and to carry out its obligations hereunder; and this Contract has been
duly authorized by all requisite action on its part, constituting the
valid, legal, and binding agreement of the Contractor enforceable in
accordance with its terms.
17.2 The Contractor agrees that it will perform its obligations hereunder
in accordance with all applicable laws, rules and regulations now or
hereafter in effect.
17.3 The Contractor warrants and affirms that the terms of this Contract do
not violate any contract to which it is a party and that its other
contractual obligations will not adversely affect its ability to
perform under this Contract.
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18. INDEMNIFICATION AND ALLOCATION OF LIABILITIES:
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Contractor shall fully indemnify and hold harmless the State and CSCIC, for
up to two (2) times the total receipts of the contract, from suits,
actions, damages and costs of every type and description relating to
personal injury, damage to real or personal property, or any other claim
for direct damages arising as a result of acts or omissions of Contractor,
its officers, employees or agents except to the extent caused by the
negligence of the State or CSCIC. CSCIC does not agree to any
indemnification provisions in any documents attached hereto that require
CSCIC or the State of New York to indemnify or hold harmless Contractor or
third parties. Notwithstanding anything to the contrary in this CONTRACT,
CSCIC shall not be liable to the contractor for any special, consequential,
or punitive damages, or loss of profits or revenues, whether such damages
are alleged as a result of tort (including strict liability) CONTRACT,
warranty, or otherwise, arising out of or relating to CSCIC's acts or
omissions under this CONTRACT. Contractor will provide a one-year warranty
for all software application coding developed by the contractor in response
to the RFP technical requirements. Contractor also remains liable for
direct damages attributable to their respective negligence, misconduct and
omissions without limitation.
19. INDEMNITY RELATING TO THIRD PARTY RIGHTS:
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19.1 Contractor shall indemnify and hold the State harmless from and
against any and all damages, expenses (including reasonable attorneys'
fees), claims, judgments, liabilities and costs for a maximum amount
of up to two times the total receipts anticipated by Contractor which
may be finally assessed against the State in any action for
infringement or a United States Letter of Patent, or any copyright,
trademark, trade secret or other third party proprietary right in
relation to the services provided herein, except to the extent such
claims arise from the State's gross negligence or willful misconduct,
provided that the State shall give the Contractor: (i) prompt written
notice of any action, claim or threat of infringement or other suit,
(ii) the opportunity to take over, settle or defend such action, claim
or suit at Contractor's sole expense, and (iii) assistance in the
defense of any such action at the expense of Contractor.
19.2 In the event that an action at law or in equity is commenced against
the State arising out of a claim that the State's use of the
Contractor's services under this CONTRACT in any way infringes any
patent, copyright or proprietary right and Contractor is of the
opinion that the allegations in such action in whole or in part are
not covered by the indemnification and defense provisions set forth in
this CONTRACT, Contractor shall immediately notify the State and the
Office of the Attorney General in writing and shall specify to what
extent Contractor believes it is obligated to defend and indemnify
under the terms and conditions of this CONTRACT. Contractor shall in
such event protect the interests of the State and secure a continuance
to permit the State to appear and defend its interests in cooperation
with Contractor as is appropriate, including any jurisdictional
defenses the State may have.
20. FORCE MAJEURE:
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Neither party will be liable for losses, defaults, or damages under this
CONTRACT which result from delays in performing, or inability to perform,
all or any of the obligations or responsibilities imposed upon it pursuant
to the terms and conditions of this CONTRACT, due to or because of acts of
God, the public enemy, acts of government, earthquakes, floods, strikes,
civil strife, fire or any other cause beyond the reasonable control of the
party that was so delayed in performing or so unable to perform provided
that such party was not negligent and shall have used reasonable efforts to
avoid and overcome such cause. Such party will resume full performance of
such obligations and responsibilities promptly upon removal of any such
cause.
21. DEFAULT:
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21.1 If either party breaches a material provision of this CONTRACT, which
breach remains uncured for a period of thirty (30) days after written
notice thereof from the other party specifying the breach (or if such
breach cannot be completely cured within the thirty (30) day period,
such longer period of time provided that the breaching party proceeds
with reasonable diligence, as determined by the State, to completely
cure the breach) or if Contractor shall cease conducting business in
the normal course, become insolvent, make a general assignment for the
benefit of creditors, suffer or permit the appointment of a receiver
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for its business or assets or shall avail itself of or become subject
to any proceeding under the Federal Bankruptcy Act or any statute of
any state relating to insolvency or the protection of rights of
creditors, then and in any such event, CSCIC, at its option, terminate
this CONTRACT upon ten (10) days written notice and exercise such
other remedies as shall be available under this CONTRACT, at law
and/or equity.
21.2 No delay or failure to exercise any right, power or remedy accruing to
either party upon breach or default by the other under this CONTRACT
shall impair any such right, power or remedy, or shall be construed as
a waiver of any such right, power or remedy nor shall any waiver of a
single breach or default be deemed a waiver of any subsequent breach
or default. All waivers must be in writing.
21.3 If, due to default that remains uncured for the period provided
herein, a third party shall commence to perform Contractor's
obligations under this CONTRACT, the State shall thereafter be
released from all obligations to Contractor hereunder, including any
obligation to make payment to Contractor, provided however that the
State shall continue to be obliged to pay for any and all Services
provided prior to any such date, and if any lump-sum payment has been
made, the State shall be entitled to a pro-rata refund of such
payment. If the State employs a third party to perform Contractor's
obligations under this CONTRACT, Contractor shall be liable for the
payment of any cost differential that the State incurs as a result of
having to employ such third party to cure or resolve the issue.
22. SECURITY, NONDISCLOSURE AND CONFIDENTIALITY:
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The Contractor shall maintain the security, nondisclosure and
confidentiality of all information in accordance with the following clauses
in performance of its activities under this CONTRACT:
22.1 Security Procedures:
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Contractor will comply fully with all security procedures of the State
communicated in writing to it in the performance of this CONTRACT.
Contractor must warrant to CSCIC that all individuals, including its
subcontractors, engaged in this project have undergone all security
reviews equal to or greater than employees of the Contractor.
Contractor further agrees that its officers, agents, employees and
subcontractors engaged in this project may be required to undergo at
least the same security reviews as are required of the employees of
CSCIC.
22.2 Nondisclosure and Confidentiality:
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Except as may be required by applicable law or a court of competent
jurisdiction, the Contractor, its officers, agents, employees, and
subcontractors shall maintain strict confidence with respect to any
Confidential Information to which the Contractor, its officers,
agents, employees, and sub-Contractors have access. This
representation shall survive termination of this CONTRACT. For
purposes of this CONTRACT, all State information of which Contractor,
its officers, agents, employees, and subcontractors becomes aware
during the course of performing services for the State shall be deemed
to be Confidential Information (oral, visual or written).
Notwithstanding the foregoing, information that falls into any of the
following categories shall not be considered Confidential Information:
22.2.1 Information that is previously rightfully known to the
receiving party without restriction on disclosure;
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22.2.2 Information that becomes, from no act or failure to act on the
part of the receiving party, generally known in the relevant
industry or is in the public domain; and
22.2.3 Information that is independently developed by Contractor
without use of Confidential Information of the State.
Contractor shall hold the State harmless from any loss or damage to
the State resulting from the disclosure by the Contractor, its
officers, agents, employees, and subcontractors of such Confidential
Information.
23. PRESS RELEASES, CONFERENCES AND TRAINING:
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Contractor agrees that no brochure, news/media/press release, public
announcement, memorandum or other information of any kind regarding this
CONTRACT shall be disseminated in any way to the public, nor shall any
presentation be given regarding this CONTRACT without the prior written
approval by the undersigned or the undersigned's designee from CSCIC, which
written approval shall not be unreasonably withheld or delayed provided,
however, that Contractor shall be authorized to provide copies of this
CONTRACT and answer any questions relating thereto to any State or Federal
regulators or, in connection with its financial activities, to financial
institutions for any private or public offering. Contractor may provide
ongoing opportunities for training and State may participate in same and
conferences where information about the projects associated with this
CONTRACT may be addressed, discussed or otherwise disseminated at the
discretion of CSCIC at no additional cost to CSCIC.
24. PUBLIC INFORMATION:
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Disclosure of items related to this CONTRACT shall be permitted consistent
with the laws of the State of New York and specifically the Freedom of
Information Law (FOIL) contained in Section 87 of the Public Officers Law.
The State shall take reasonable steps to protect from public disclosure any
of the records relating to this contract that are otherwise exempt from
disclosure under that statute. Information constituting trade secrets, for
purposes of FOIL, must be clearly marked and identified as such upon
submission. If the Contractor intends to seek an exemption from disclosure
of these materials under FOIL, the Contractor shall, at the time of
submission, request the exemption in writing and provide an explanation of
why the disclosure of the identified information would cause substantial
injury to the competitive position of the Contractor. Acceptance of the
identified information by the State does not constitute a determination
that the information is exempt from disclosure under FOIL. Determinations
as to the availability of the identified information will be made in
accordance with FOIL at the time a request for such information is received
by the State.
25. USE RESTRICTIONS AND INTELLECTUAL PROPERTY:
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This CONTRACT clarifies that all work by the Contractor for CSCIC is
intended as work for hire. The parties agree that the Contractor work is
specially ordered and commissioned for use as contributions to a collective
work, or is other such work as specified by Section 101(2) of the U.S.
Copyright Act [17 U.S.C. 101(2)], and is intended to be a work for hire
that is made for the use and ownership of the State of New York and CSCIC.
Furthermore, the State of New York and Contractor agree that the State of
New York and the contractor have a perpetual and non-exclusive right to use
all work or products produced as a result of this contract for all lawful
purposes. The contractor's ability to use the work or products produced
includes the ability to resell these works or products, exclusive of any of
the State's confidential information obtained as a result of work on this
CONTRACT. In the case that the vendor uses Commercial Off-the-shelf
Products (COTS) for the delivered solution CSCIC will purchase and use the
required licenses within the Terms and Conditions identified above. Where
the vendor provides unique custom software solutions CSCIC retains the
right to use, reproduce, adapt and distribute the custom software
components including but not limited to utilities, interfaces, templates,
subroutines, algorithms, formulas, source code and object code for its own
business purposes. Contractor warrants to the State of New York and CSCIC
that neither the contractor, nor any of its subcontractors or their
employees, will now or in the future take any action that prohibits or
otherwise limits the right of the State of New York or CSCIC to use all
work or products produced as a result of this contract in perpetuity.
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26. ENTIRE AGREEMENT:
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This CONTRACT constitutes the entire agreement between the Parties thereto
and no statement, promise, condition, understanding, inducement or
representation, oral or written, expressed or implied, which is not
contained herein shall be binding or valid and this CONTRACT shall not be
changed, modified or altered in any manner except by an instrument in
writing executed by both Parties herein.
27. INDEPENDENT CONTRACTOR:
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It is understood and agreed that the legal status of the Contractor, its
agents, officers and employees under this CONTRACT is that of an
independent Contractor, and in no manner shall they be deemed employees of
the State, and therefore are not entitled to any of the benefits associated
with such employment. The Contractor agrees, during the term of this
CONTRACT, to maintain at Contractor's expense those benefits to which its
employees would otherwise be entitled by law, including health benefits,
and all necessary insurance for its employees, including worker's
compensation, disability and unemployment insurance, and to provide CSCIC
with certification of such insurance upon request. The Contractor remains
responsible for all applicable federal, state and local taxes, and all FICA
contributions.
28. COOPERATION WITH THIRD PARTIES:
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The Contractor shall be responsible for coordinating and cooperating with
any third parties including, but not limited to, suppliers or
Subcontractors of CSCIC relating to the ordering, delivery and/or
installation of product, or the provision of services.
29. AMENDMENT:
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Except as specifically provided herein, this CONTRACT may not be changed,
altered or modified except by a written agreement signed by both Parties
and, if necessary, approved by both the Attorney General and Comptroller of
the State of New York.
30. NOTICES:
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Any and all notifications, consents and other communications to CSCIC
regarding the implementation, production, or operational production or
operational processes or procedures of this CONTRACT shall be in writing.
31. SEVERABILITY:
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In the event that one or more of the provisions of this CONTRACT shall for
any reason be declared unenforceable under the laws or regulations in
force, such provision will not have any effect on the validity of the
remainder of this CONTRACT, which shall then be construed as if such
unenforceable provision was never contained in this CONTRACT.
32. COMPLICANCE WITH EO127:
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New York State Executive Order Number 127 (EO 127) provides for increased
disclosure in the public procurement process through identification of
persons or organizations whose function is to influence procurement
contracts, public works agreements and real property transactions. In order
to verify compliance with EO127 Contractor must accurately complete the
required forms (1, 2 and 3) which are contained in Attachment L of CSCIC
RFP 04-001.
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Contract Termination Provision
The Agency/Authority reserves the right to terminate this contract in the
event it is found that the certification filed by the Contractor in
accordance with New York State Executive Order Number 127, signed by
Governor ▇▇▇▇▇▇ on June 16, 2003, was intentionally false or intentionally
incomplete. Upon such finding, the Agency/Authority may exercise its
termination right by providing written notification to the Contractor in
accordance with the written notification terms of the contract.
IN WITNESS WHEREOF, this CONTRACT has been duly executed on the date and
year set out below.
CONTRACT NUMBER: CSCIC # C002410
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Agency Certification:
In addition to the acceptance of this CONTRACT,
I, the undersigned official of the Office of Cyber Security and Critical
Infrastructure Coordination, also certify that original copies of this signature
page will be attached to all other exact copies of this CONTRACT.
STATE OF NEW YORK PLANGRAPHICS, INC.
OFFICE OF CYBER SECURITY AND CRITICAL FEDERAL IDENTIFICATION NO:
INFRASTRUCTURE COORDINATION ▇▇-▇▇▇▇▇▇▇
BY: /S/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ BY: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
NAME: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ NAME:
TITLE: Deputy Director TITLE: President & CEO
DATE: 11/11/04 DATE: Nov 3, 2004
State of Kentucky )
) ss.:
County of Franklin )
On the 3rd day of November in the year 2004 before me personally came
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose
and say that he resides at Frankfort, KY; that (S)he is the President &
CEO of PlanGraphics, Inc., the corporation described in and which
executed the above instrument; and that (s)he signed (her)his name
thereto by authority of the board of directors of said corporation.
Notary Public, State of Kentucky
No. 267051
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Qualified in Franklin County
Notary Public Commission Expires April 8, 2008
Approved:
State Comptroller
By: STAMP APPROVED
Dept of Audit & Control
Date: Jan 4, 2005
/S/ Illegible Signature
For the State Comptroller
Approved:
Office of the Attorney General
By: STAMP APPROVED
Remainder of Stamp Illegible
Date: Illegible
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CONTRACT Number: CSCIC # C0022410
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