1
Exhibit 10.18
STATE OF NEW YORK
DEPARTMENT OF LABOR
XXXXX XXXXXX XXXXXXXX XXXXXX
XXXXXX, XXX XXXX 00000-0000
THIS AGREEMENT, made this twenty-seventh day of September in the year one
thousand nine hundred and ninety-four by and between New York State Education
And Research Network (NYSERNET) Suite 103, 000 Xxxxxx Xxxxx Xxxx, Xxxxxxxxx, XX
00000-0000, party of the first part and Department of Labor, State of New York
party of the second part.
WITNESSETH, that the party of the first part, in consideration of the
agreements made by the party of the second part, and the party of the second
part, in consideration of the agreements herein made by the first do hereby as
follows:
ARTICLE I. The party of the first part shall provide the party of the second
part Software, to establish an Internet connection for the national job bank
through the party of the second part, and to provide the necessary access,
technical support services, registration and other protocols related to The
Internet. The party of the first part shall also provide software
customization, consultation services, installation, training and on-going
software maintenance. (See Attachment "A")
ARTICLE II. It is hereby mutually agreed between the parties hereto that the
sum to be paid by the party of the second part to the party of the first part
for said services shall be as follows:
One hundred sixteen thousand four hundred sixty-eight dollars and no cents
($116,468.00). This amount will be adjusted to reflect additional costs for
software, customization, consultation and any additional training, if required,
as per Attachment "B".
ARTICLE III. The contract shall be in effect from Tuesday, September 27,
1994 and shall terminate in accordance with Article IV incorporated herein.
ARTICLE IV. This contract is subject to cancellation by the party of the
second part, upon fifteen (15) days notice in writing to the party of the first
part.
2
-2-
ARTICLE VII. It is agreed that this contract shall be void and of no effect
unless the party of the first part shall secure compensation for the benefit of
and keep insured during the life of the contract, such employees' engaged
thereon as are required to be insured by the provisions of the Workers'
Compensation Law.
IN WITNESS WHEREOF: the parties to these presents have set their hand and
seals, the day and year first above written.
STATE OF NEW YORK COUNTY OF, ONONDAGA ss:
ON the 30th Day of September, nineteen hundred 94 and before me personally came
Xxxxx X. Xxxxxxx to me known, who being by me duly sworn, did depose and say
that he resides at Liverpool, NY that he is the Vice President of NYSERNet,
Inc. the corporation described in and which executed the foregoing instrument,
and that he signed his name thereto by order of the Board of Directors of said
corporation.
/s/ Xxxxxxxx X. Xxxxxx
------------------------
NOTARY PUBLIC
(Signature)
County of Onondaga
Reg #01F04755760
3
NEW YORK STATE DEPARTMENT OF LABOR
SIGNATURE SHEET
Contract Number: C000525
-------
Agency Certification
--------------------
"In addition to the acceptance
of this contract, I also certify
that original copies of this signature
page will be attached to all other
exact copies of this contract."
Contractor Signature Agency Signature
/s/ Xxxxx Xxxxxxx
---------------------------- ----------------------------------
Dated: 9/29/94 Dated:
---------------------- ----------------------------
Attorney Generals Signature Comptrollers Signature
---------------------------- ----------------------------------
Dated: Dated:
---------------------- ----------------------------
4
--- --- STATE OF NEW YORK
| NYS | DEPARTMENT OF LABOR
| Dept of Labor |
| Logo | GOVERNOR W. XXXXXXX XXXXXXXX
--- --- XXXXX XXXXXX XXXXXXXX XXXXXX
XXXXXX, XXX XXXX 00000
APR 23 1996
March 19, 1996
Nysernet
000 Xxxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxx Xxxx 00000-0000
Re: Proposed Amendment to Contract #C000525
Internet T-1 Connection
Term: 9/27/94 through 9/26/00
Attention: Xxxxx Xxxxxxx
Gentlemen:
Enclosed are five (5) copies of the subject amendment drawn for the current
years T-1 connection & one additional dial-up access. Please complete
acknowledgement which must be notarized.
Please sign and return all five (5) copies as soon as possible to:
NYS Department of Labor
Xxx. Xxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxx #00
Xxxx 000
Xxxxxx, Xxx Xxxx 00000
so that we may process them through various State Agencies involved.
When the Comptroller has approved the contract, a copy will be returned to you
for your file.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
Purchasing Agent
LLD:acb
Enclosure
5
AMENDMENT TO C000525
This Amendment made this eighteenth day of March in the year nineteen
hundred and ninety-six by and between New York State Education and Research
Network (NYSERNET) and the New York State Department of Labor increases the
contract amount to $408,462.12.
This modification includes the annual service agreement to provide the TI
Connection to the Internet for the period 4/08/96 to 4/07/97 at a cost of
$26,694.12 for AJB and Dial up access for the Mine Safety Unit at $300.00 per
year. The scope of work statement, incorporated herein, describes the detailed
tasks, along with the associated costs, and becomes part of this agreement.
All other terms and conditions remain the same.
In Witness Whereof: The parties to these presents have set their hand and
seal, the day and year first above written.
STATE OF NEW YORK, COUNTY OF, ONONDAGA SS:
Xxxxx X. Xxxxxx
On the 24th Day of May ,Nineteen hundred and Ninety-six
to me known, who being by me duly sworn, did depose and say
that he/ resides at: Syracuse, New York;
that he/ is the Controller
Of NYSERNet, Inc.
the corporation described in and which executed the foregoing instrument, and
that he signed his name thereto by order of the Board of Directors of said
corporation.
/s/ Xxxxxxxx X. Xxxxxx
----------------------
NOTARY PUBLIC (affix stamp)
XXXXXXXX X. XXXXXX
Notary Public, State of New York
Qualified in Onon. Co. No. 4755760
My Commission Expires Sept. 30, 1996
Accepted by:
State of New York
Department of Labor
/s/ Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
Authorized Signature Authorized Signature
Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
Printed Name Printed Name
Controller
------------------------------- --------------------------------
Title Title
May 24, 1996
-------------------------------- --------------------------------
Date Date
State Attorney General's Signature Office of State Comptroller's Signature
-------------------------------- -------------------------------
6
AMENDMENT TO C000525
This Amendment made this twenty-seventh day of August in the year nineteen
hundred and ninety-five by and between New York State Education and Research
Network (NYSERNET) and the New York State Department of Labor increases the
contract amount to $381,468.00.
This modification includes support charges, hardware/software, consulting
services, development, programming, testing and installation of the new programs
for the Americas Job Bank. The scope of work statement, incorporated herein,
describes the detailed tasks, along with the associated costs, and becomes part
of this agreement.
All other terms and conditions remain the same.
In Witness Whereof: The parties to these presents have set their hand and
seal, the day and year first above written.
STATE OF NEW YORK, COUNTY OF, ONONDAGA SS:
On the 28th Day of August, Nineteen hundred and Ninety-Five before me personally
came XXXXX X. XXXXXXX
to me known, who being by me duly sworn, did depose and say that he/she resides
at: Liverpool, New York
that he/she is the Vice President
of NYSERNet, Inc.
the corporation described in and which executed the foregoing instrument, and
that he signed his name thereto by order of the Board of Directors of said
corporation.
/s/ Xxxxxxxx X. Xxxxxx
----------------------
NOTARY PUBLIC (affix stamp)
XXXXXXXX X. XXXXXX
Notary Public, State of New York
Qualified in Onon. Co. No. 4755760
My Commission Expires Sept. 30, 1996
Accepted by:
State of New York
Department of Labor
/s/ Xxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Authorized Signature Authorized Signature
Xxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Printed Name Printed Name
Vice President
------------------------------- --------------------------------
Title Title
8/28/95
-------------------------------- --------------------------------
Date Date
State Attorney General's Signature Office of State Comptroller's
Signature
-------------------------------- -------------------------------
DATE DATE
7
AMENDMENT #3 TO C000525
This Amendment made this 25th day of October in the year one thousand nine
hundred and ninety-six by and between NYSERNET, Inc., party of the first part
and the New York State Department of Labor, party of the second part serves to
increase the contract amount to two million, eight hundred seventy thousand nine
hundred sixty-two dollars and twelve cents ($2,870,962.12) as per the attached
scope of work, which is hereby, incorporated and made part of this agreement.
All other terms and conditions remain the same.
8
Page 2 of 2 C000525
IN WITNESS WHEREOF, the parties hereto, have set their hands and seals, the day
and year first written above.
STATE OF NEW YORK, COUNTY OF Onondaga , SS: On the 30th day Of October, nineteen
hundred and ninety- 96 before me personally came Xxxxx X. Xxxxxxx to me known,
who being by me duly sworn, did depose and say that he/she resides at No.
Liverpool and that he/she is the President of NYSERNet, Inc. of the corporation
described in and which executed the foregoing instrument; and that he/she signed
his/her name thereto by like order of the Board of Directors of said
corporation.
/s/ Xxxxxxxx X. Xxxxxx
--------------------------
NOTARY PUBLIC (affix stamp)
XXXXXXXX X. XXXXXX
Notary Public, State of New York
Qualified in Onon. Co. No. 4755760
My Commission Expires Sept. 30, 1998
Agency Certification
"In addition to the acceptance of this contract, I also certify that original
copies of this signature page will be attached to all other exact copies of this
contract."
Contractor's Signature NYS Department of Labor
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxx
-------------------- --------------------
Authorized Signature Authorized Signature
Xxxxx X. Xxxxxxx XXXXXX XXXXXX
-------------------- --------------------
Printed Name Printed Name
President PURCHASING AGENT
-------------------- --------------------
Title Title
10/21/96 October 31, 1996
-------------------- --------------------
Date Date
State Attorney General State Comptroller
-------------------- /s/ Illegible
--------------------
--------------------
--------------------
Date
---------------- --------------------
APPROVED AS TO FORM Date Jan 7, 1997
NYS ATTORNEY GENERAL -----------------
NOV 20 1996
/s/ Xxxxx Xxxxxxxx
------------------
XXXXX XXXXXXXX
ASSOCIATE ATTORNEY
9
Amendment No. 4 to C000525
This Amendment made this Thirty-first day of October in the year one
thousand nine hundred and ninety-seven by and between NYSERNET, Inc., party of
the first part, and the New York State Department of Labor, party of the second
part, serves to increase the contract amount to Five million, six hundred
thirty-seven thousand, two hundred thirty-seven dollars and twelve cents
$5,637,237.12 as per the attached Scope of Work, which is hereby incorporated
and made a part of this agreement.
All other terms and conditions remain the same.
IN WITNESS WHEREOF, the parties hereto, have set their hands and seals,
the day and year first written above.
STATE OF NEW YORK, COUNTY OF ONONDAGA, SS:
On the 14th day of November, nineteen hundred and ninety-seven before me
personally came Xxxxx X. Xxxxxx to me known, who being by me duly sworn, did
depose and say that resides at Syracuse, NY and that he/she is the Asst.
Secretary/Treasurer of NYSERNet. Inc. the corporation described in and which
executed the foregoing instrument; and that he/she signed his/her name thereto
by like order of the Board of Directors of said corporation.
/s/ Xxxxxxxx X. Xxxxxx
----------------------
Notary Public (affix stamp)
XXXXXXXX X. XXXXXX
Notary Public, State of New York
Qualified in Onon. Co. No. 4755760
My Commission Expires Sept. 30, 1996
Agency Certification
"In addition to the acceptance of this contract, I also certify that the
original copies of this signature page will be attached to all other exact
copies of this contract."
NYSERNET, INC. NYS DEPARTMENT OF LABOR
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxx
------------------------- -------------------------
Authorized Signature Authorized Signature
Xxxxx X. Xxxxxx
------------------------- XXXXXX XXXXXX
Printed Name -------------------------
Asst. Secretary/Treasurer Printed Name
------------------------- PURCHASING AGENT
Title
-------------------------
Date November 14 ,1997 Title
-------------------- Date Nov 17, 1997
---------------
APPROVED AS TO FORM
NYS ATTORNEY GENERAL
NOV 21 1997
/s/ Xxxxx Xxxxxxxx
------------------
XXXXX XXXXXXXX
ASSOCIATE ATTORNEY
10
Page 2 of 2
STATE ATTORNEY GENERAL OFFICE OF THE STATE COMPTROLLER
APPROVED AS TO FORM /s/ Illegible signature
NYS ATTORNEY GENERAL ------------------
NOV 21 1997
/s/ Xxxxx Xxxxxxxx FEB 26 1998
------------------ ------------------
XXXXX XXXXXXXX Date
ASSOCIATE ATTORNEY
11
AMENDMENT NO. 5 TO CONTRACT C000525
THIS AMENDMENT, made this Twenty-first day of May in the year one
thousand nine hundred and ninety-eight by and between NYSERNET and the State of
New York, Department of Labor, increases the Contract amount to $8,387,237.12.
WITNESSETH, that NYSERNET and the Department of Labor, in consideration
of the agreements incorporated herein, do hereby agree as follows:
ARTICLE I.
The party of the first part shall provide Consulting, Applications
Development, Systems Integration, Help Desk Services and Training as per the
April 1998 Scope of Work and the Software Licensing Agreement for AJB V 3.0
attached, which together with all appendices is hereby made a part of this
agreement.
ARTICLE II. Year 2000 Date Change Warranty
1. Definitions
For the purpose of this section, the term "Product" shall include
without limitation: any piece or component of equipment, hardware, firmware,
middleware, custom or commercial software, or internal components or subroutines
therein which perform any date/time data recognition function, calculation,
comparing or sequencing. Where services are being furnished, e.g. consulting,
systems integration, code or data conversion or data entry, the term "product"
shall include resulting deliverables. The term "Vendor's Product" shall include
all product delivered under this Agreement by Vendor other than Third party
Product. The term "Third Party Product" shall include product manufactured or
developed by a corporate entity independent from Vendor and provided by Vendor
on a non-exclusive licensing or other distribution Agreement with the third
party manufacturer. "Third Party Product" does not include product where Vendor
is: a) a corporate subsidiary or affiliate of the third party
manufacturer/developer; and/or b) the exclusive re-seller or distributor of
product manufactured or developed by said corporate entity.
2. Warranty Disclosure
At the time of Product quote, the Vendor is required to disclose the
following information in writing to Authorized User:
A. FOR VENDOR PRODUCT AND FOR PRODUCTS WHICH HAVE BEEN SPECIFIED TO
PERFORM AS A SYSTEM (INCLUDING, BUT NOT LIMITED TO, SYSTEMS
INVOLVING
12
C000525
PAGE 2 OF 4
VENDOR AND/OR THIRD PARTY PRODUCTS AND/OR AUTHORIZED USER'S OTHER
INSTALLED PRODUCT): Compliance or non-compliance of the Products
individually or as a system with the Warranty Statement set forth
below; and
B. FOR THIRD PARTY PRODUCTS ONLY: Third Party manufacturer's statement
of compliance or non-compliance of any Third Party Product being
delivered with Third Party Manufacturer/Developer's Year 2000
Warranty. If such Third Party Product is represented by Third Party
Manufacturer/Developer as compliant with Third Party
Manufacturer/Developer's Year 2000 Warranty, Vendor shall pass
through said Third Party Warranty from the Third Party Manufacturer
to the Authorized User but shall not be liable for the testing or
verification of Third Party's compliance statement.
3. Warranty Statement
Year 2000 warranty 'compliance' shall be defined in accordance with the
following warranty statement:
Vendor warrants that Product(s) furnished pursuant to this Agreement
shall, when used in accordance with the Product documentation, be able to
accurately process date/time data (including, but not limited to, calculating,
comparing, and sequencing) from, into, and between the twentieth and twenty-
first centuries, and the years 1999 and 2000, including leap year calculations.
Where a purchase requires that specific Products must perform as a package or
system, this warranty shall apply to the Products as a system.
In the event of any breach of this warranty, Vendor shall restore the
Product to the same level as warranted herein, or repair or replace the Product
with conforming Product so as to minimize interruption to Authorized User's
ongoing business processes, time being of the essence, at Vendor's sole cost and
expense. This warranty does not extend to correction of Authorized User's errors
in data entry or data conversion.
This warranty shall survive beyond termination or expiration of the
Agreement.
Nothing in this warranty shall be construed to limit any rights or
remedies otherwise available under this agreement.
13
C000525
PAGE 3 OF 4
ARTICLE III.
It is hereby mutually agreed between the parties hereto that the sum to
be paid by the party of the second part to the party of the first part for said
services shall be as follows:
This Amendment increases the Contract amount by $2,750,000.00.
All other terms and conditions remain the same.
IN WITNESS WHEREOF, the parties hereto, have set their hand and seals,
the day and year written above.
STATE OF NEW YORK, COUNTY OF Onondaga SS:
On the 2nd Day of June, Nineteen Hundred and Ninety-eight before me
personally came Xxxxxx X. Xxxxxxxxxx III to me known, who being by me duty
sworn, did depose and say that he/she resides at: Liverpool, NY and that he/she
is the Controller of NYSERNet, Inc. the corporation described in and which
executed the foregoing instrument, and that he/she signed his/her name thereto
by order of the Board of Directors of said corporation.
/s/ Xxxxxxxx X. Xxxxxx
-------------------------------------
NOTARY PUBLIC (affix stamp)
XXXXXXXX X. XXXXXX
Notary Public, State of New York
Qualified in Onon. Co. No. 4755760
My Commission Expires Sept. 30, 1998
14
C000525
PAGE 4 OF 4
Agency Certification
"In addition to the acceptance of this contract,
I also certify that original copies of this signature
page will be attached to all other exact copies of
this contract."
VENDOR NYS DEPARTMENT OF LABOR
/s/ Xxxxxx X. Xxxxxxxxxx III /s/ Xxxxxx Xxxxxx
----------------------------- -----------------------------
Authorized Signature Authorized Signature
Xxxxxx X. Xxxxxxxxxx III XXXXXX XXXXXX
----------------------------- -----------------------------
Printed Name Printed Name
Controller PURCHASING AGENT
----------------------------- -----------------------------
Title Title
6/2/98 June 4, 1998
----------------------------- -----------------------------
Date
STATE ATTORNEY GENERAL STATE COMPTROLLER
/s/ Xxxxx Xxxxxxxx /s/ illegible
----------------------------- -----------------------------
JUN 05, 1998 JUL 16 1998
----------------------------- -----------------------------
Date Date
