State of Georgia

Agency Standard Contract Form

Solicitation Title

Solicitation Number

Contract Number

1. This Contract is entered into between the Agency and the Contractor named below:
Agencys Name

(hereafter called Agency)
Contractors Name

(hereafter called Contractor)
. Contract to !egin:

"ate of Com#letion:

$enewals:

%. &erformance !ond' if any:

(ther !onds' if any:

). *a+imum Amount of this
Contract:

Total ,inancial (bligation of the
Agency for the ,irst ,iscal -ear:

Total ,inancial (bligation of the Agency
for each $enewal &eriod if $enewed:

.. Authori/ed &erson to $ecei0e Contract Notices for Agency:

Authori/ed &erson to $ecei0e Contract Notices for Contractor:

1. The #arties agree to com#ly with the terms and conditions of the following attachments which are by this reference made a #art of
the Contract:
Attachment 1 2 Agency Standard Contract Terms and Conditions for Goods and Ancillary Services
Attachment 2 Solicitation (referenced above)
Attachment % 2 Contractors Final Response
IN ITN!SS "!R!#F$ t%is Contract %as been e&ec'ted by t%e parties %ereto(
3.
Contractor
Contractors Name (If other than an individual, state whether a corporation, partnership, etc.)

!y (Authorized Signature) "ate Signed
&rinted Name and Title of &erson Signing
Address

4.
Agency
Agency Name

!y (Authorized Signature) "ate Signed
&rinted Name and Title of &erson Signing
Address

Revision July 25, 2006 SPD-CP002
STAT! #F G!#RGIA
AG!NC) STAN*AR* C#NTRACT
Attac%ment +
Contract Terms and Conditions for Goods and Ancillary Services
A( *!FINITI#NS AN* G!N!RA, INF#R-ATI#N
+( *efinitions( The following words shall be defined as set forth below:
(i) .Agency. means the State of 5eorgia entity identified in the Agency Standard
Contract ,orm to contract with the Contractor for the goods and ser0ices identified in
the Contract.
(ii) .Agency Standard Contract. or .Contract. means the agreement between the
Agency and the Contractor as defined by the Agency Standard Contract ,orm and its
incor#orated documents.
(iii) .Agency Standard Contract Form. means the document that contains basic
information about the Contract and incor#orates by reference the a##licable Contract
Terms and Conditions' the $,6' Contractors $es#onse to the $,6' the final #ricing
documentation for goods and ser0ices and any mutually agreed clarifications'
modifications' additions and deletions resulting from final contract negotiations. No
ob7ection or amendment by a Contractor to the $,6 re8uirements or the Contract shall
be incor#orated by reference into this Contract unless the Agency has acce#ted the
Contractor9s ob7ection or amendment in writing. The Agency Standard Contract ,orm
is defined se#arately and referred to se#arately throughout the Agency Standard
Contract as a means of identifying the location of certain information. ,or e+am#le' the
initial term of the Contract is defined by the dates in the Agency Standard Contract
,orm.
(iv) .Contractor. means the #ro0ider of the goods and ser0ices under the Contract.
(v) ./'rc%ase Instr'ment. means the documentation issued by the Agency to the
Contractor for a #urchase of goods and ser0ices in accordance with the terms and
conditions of the Contract. :t may include an identification of the items to be
#urchased' the deli0ery date and location' the address where the Contractor should
submit the in0oices' and any other re8uirements deemed necessary by the Agency.
(vi) .Response. means the Contractors submitted res#onse to the $,6' including any
modifications or clarifications acce#ted by the Agency.
(vii) .RF0. means the $e8uest for &ro#osal' $e8uest for !id' or other solicitation
document (and any amendments or addenda thereto) s#ecifically identified in the
Agency Standard Contract ,orm that was issued to solicit the goods and ser0ices that
are sub7ect to the Contract.
(viii) .State. means the State of 5eorgia' the Agency' and any other authori/ed state
entities issuing &urchase :nstruments against the Contract.
1( /riority of Contract /rovisions. Any #re;#rinted contract terms and conditions included on
Contractors forms or in0oices shall be null and 0oid.
$e0ision <anuary ' ==3 S&";C&=1%
2
2( Reporting Re3'irements( Contractor shall #ro0ide all re#orts re8uired by the $,6. :n
addition' unless otherwise #ro0ided in the $,6' Contractor shall >ee# a record of the
#urchases made #ursuant to the Contract and shall submit a 8uarterly written re#ort to the
Agency.
4( *5RATI#N #F C#NTRACT
+( Contract Term( The Contract between the Agency and the Contractor shall begin and end on
the dates s#ecified in the Agency Standard Contract ,orm' unless terminated earlier in
accordance with the a##licable terms and conditions. &ursuant to (.C.5.A. Section .=;.;1)'
this Contract shall not be deemed to create a debt of the State for the #ayment of any sum
beyond the fiscal year of e+ecution or' in the e0ent of a renewal' beyond the fiscal year of such
renewal.
1( Contract Rene6al( The Agency shall ha0e the o#tion' in its sole discretion' to renew the
Contract for additional renewals as defined in the Agency Standard Contract ,orm on a year;
to;year basis by gi0ing the Contractor written notice of the renewal decision at least si+ty (1=)
days #rior to the e+#iration of the initial term or renewal term. $enewal will de#end u#on the
best interests of the State' funding' and Contractor9s #erformance. $enewal will be
accom#lished through the issuance of a Notice of Award Amendment. ?#on the Agency9s
election' in its sole discretion' to renew any #art of this Contract' Contractor shall remain
obligated to #erform in strict accordance with this Contract unless otherwise agreed by the
Agency and the Contractor.
2( Contract !&tension( :n the e0ent that this Agency Standard Contract shall terminate or be
li>ely to terminate #rior to the ma>ing of an award for a new contract for the identified goods
and ser0ices' the Agency may' with the written consent of Contractor' e+tend this Contract for
such #eriod as may be necessary to afford the State a continuous su##ly of the identified
goods and ser0ices.
C( *!SCRI/TI#N #F G##*S AN* S!R7IC!S
+( Specifications in 4idding *oc'ments( The Contractor shall #ro0ide all goods and ser0ices
re8uired in the $,6 that com#ly with the s#ecifications contained in the $,6 and the terms of
the Contract' #lus those goods' ser0ices and deli0erables as may additionally be described in
the $es#onse.
1( /rod'ct S%ipment and *elivery( All #roducts shall be shi##ed ,.(.!. destination.
"estination shall be the location(s) s#ecified in the $,6 or any #ro0ided &urchase :nstrument.
All items shall be at the Contractors ris> until they ha0e been deli0ered and acce#ted by the
recei0ing entity. All items shall be sub7ect to ins#ection on deli0ery. @idden damage will
remain the res#onsibility of the Contractor to remedy without cost to the Agency' regardless of
when the hidden damage is disco0ered.
2( Non8!&cl'sive Rig%ts( The Contract is not e+clusi0e. The Agency reser0es the right to
select other contractors to #ro0ide goods and ser0ices similar to goods and ser0ices described
in the Contract during the term of the Contract.
9( No -inim'ms G'aranteed( ?nless s#ecifically stated otherwise in the $,6' the Contract
does not guarantee any minimum le0el of #urchases.
$e0ision <anuary ' ==3 S&";C&=1%
3
*( C#-/!NSATI#N
+( /ricing( The Contractor will be #aid for the goods and ser0ices sold #ursuant to the Contract
in accordance with the $,6 and final #ricing documents as incor#orated into the Agency
Standard Contract ,orm and the terms of the Contract. ?nless clearly stated otherwise in the
Agency Standard Contract' all #rices are firm and fi+ed and are not sub7ect to 0ariation. &rices
include' but are not limited to freight' insurance' fuel surcharges and customs duties.
1( 4illings( :f a##licable' and unless the $,6 #ro0ides otherwise' the Contractor shall submit' on
a regular basis' an in0oice for goods and ser0ices su##lied to the Agency under the Contract
at the billing address s#ecified in the &urchase :nstrument or Contract. The in0oice shall
com#ly with all a##licable rules concerning #ayment of such claims. The Agency shall #ay all
a##ro0ed in0oices in arrears and in accordance with a##licable #ro0isions of State law.
?nless otherwise agreed in writing by the #arties' the Contractor shall not be entitled to
recei0e any other #ayment or com#ensation from the Agency for any goods or ser0ices
#ro0ided by or on behalf of the Contractor under the Contract. The Contractor shall be solely
res#onsible for #aying all costs' e+#enses and charges it incurs in connection with its
#erformance under the Contract.
2( *elay of /ayment *'e to Contractors Fail're( :f the Agency in good faith determines that
the Contractor has failed to #erform or deli0er any ser0ice or #roduct as re8uired by the
Contract' the Contractor shall not be entitled to any com#ensation under the Contract until
such ser0ice or #roduct is #erformed or deli0ered. :n this e0ent' the Agency may withhold that
#ortion of the Contractors com#ensation which re#resents #ayment for ser0ices or #roducts
that were not #erformed or deli0ered. To the e+tent that the Contractors failure to #erform or
deli0er in a timely manner causes the Agency to incur costs' the Agency may deduct the
amount of such incurred costs from any amounts #ayable to Contractor. The Agencys
authority to deduct such incurred costs shall not in any way affect the Agencys authority to
terminate the Contract.
9( Set8#ff Against S'ms #6ed by t%e Contractor( :n the e0ent that the Contractor owes the
Agency andAor the State any sum under the terms of the Contract' #ursuant to any 7udgment'
or #ursuant to any law' the Agency andAor the State may set off the sum owed to the Agency
andAor the State against any sum owed by the Agency andAor the State to the Contractor in the
Agency9s sole discretion.
!( T!R-INATI#N
+( Immediate Termination( &ursuant to (.C.5.A. Section .=;.;1)' this Contract will terminate
immediately and absolutely if the Agency determines that ade8uate funds are not a##ro#riated
or granted or funds are de;a##ro#riated such that the Agency cannot fulfill its obligations under
the Contract' which determination is at the Agency9s sole discretion and shall be conclusi0e.
,urther' the Agency may terminate the Contract for any one or more of the following reasons
effecti0e immediately without ad0ance notice:
(i) :n the e0ent the Contractor is re8uired to be certified or licensed as a condition
#recedent to #ro0iding goods and ser0ices' the re0ocation or loss of such license or
certification may result in immediate termination of the Contract effecti0e as of the date
on which the license or certification is no longer in effectB
$e0ision <anuary ' ==3 S&";C&=1%
4
(ii) The Agency determines that the actions' or failure to act' of the Contractor' its agents'
em#loyees or subcontractors ha0e caused' or reasonably could cause' life' health or
safety to be 7eo#ardi/edB
(iii) The Contractor fails to com#ly with confidentiality laws or #ro0isionsB andAor
(iv) The Contractor furnished any statement' re#resentation or certification in connection
with the Contract or the bidding #rocess which is materially false' dece#ti0e' incorrect
or incom#lete.
1( Termination for Ca'se( The occurrence of any one or more of the following e0ents shall
constitute cause for the Agency to declare the Contractor in default of its obligations under the
Contract:
(i) The Contractor fails to deli0er or has deli0ered nonconforming goods or ser0ices or
fails to #erform' to the Agencys satisfaction' any material re8uirement of the Contract
or is in 0iolation of a material #ro0ision of the Contract' including' but without limitation'
the e+#ress warranties made by the ContractorB
(ii) The Agency determines that satisfactory #erformance of the Contract is substantially
endangered or that a default is li>ely to occurB
(iii) The Contractor fails to ma>e substantial and timely #rogress toward #erformance of the
ContractB
(iv) The Contractor becomes sub7ect to any ban>ru#tcy or insol0ency #roceeding under
federal or state law to the e+tent allowed by a##licable federal or state law including
ban>ru#tcy lawsB the Contractor terminates or sus#ends its businessB or the Agency
reasonably belie0es that the Contractor has become insol0ent or unable to #ay its
obligations as they accrue consistent with a##licable federal or state lawB
(v) The Contractor has failed to com#ly with a##licable federal' state and local laws' rules'
ordinances' regulations and orders when #erforming within the sco#e of the ContractB
(vi) The Contractor has engaged in conduct that has or may e+#ose the Agency or the
State to liability' as determined in the Agencys sole discretionB or
(vii) The Contractor has infringed any #atent' trademar>' co#yright' trade dress or any other
intellectual #ro#erty rights of the Agency' the State' or a third #arty.
2( Notice of *efa'lt( :f there is a default e0ent caused by the Contractor' the Agency shall
#ro0ide written notice to the Contractor re8uesting that the breach or noncom#liance be
remedied within the #eriod of time s#ecified in the Agencys written notice to the Contractor. :f
the breach or noncom#liance is not remedied within the #eriod of time s#ecified in the written
notice' the Agency may:
(i) :mmediately terminate the Contract without additional written noticeB andAor
(ii) &rocure substitute goods or ser0ices from another source and charge the difference
between the Contract and the substitute contract to the defaulting ContractorB andAor'
(iii) Cnforce the terms and conditions of the Contract and see> any legal or e8uitable
remedies.
$e0ision <anuary ' ==3 S&";C&=1%
5
9( Termination 5pon Notice( ,ollowing thirty (%=) days written notice' the Agency may
terminate the Contract in whole or in #art without the #ayment of any #enalty or incurring any
further obligation to the Contractor. ,ollowing termination u#on notice' the Contractor shall be
entitled to com#ensation' u#on submission of in0oices and #ro#er #roof of claim' for goods
and ser0ices #ro0ided under the Contract to the Agency u# to and including the date of
termination.
:( Termination *'e to C%ange in ,a6( The Agency shall ha0e the right to terminate this Contract
without #enalty by gi0ing thirty (%=) days written notice to the Contractor as a result of any of the
following:
(i) The Agencys authori/ation to o#erate is withdrawn or there is a material alteration in
the #rograms administered by the AgencyB andAor
(ii) The Agencys duties are substantially modified.
;( /ayment ,imitation in !vent of Termination( :n the e0ent of termination of the Contract for
any reason by the Agency' the Agency shall #ay only those amounts' if any' due and owing to
the Contractor for goods and ser0ices actually rendered u# to and including the date of
termination of the Contract and for which the Agency is obligated to #ay #ursuant to the
Contract or &urchase :nstrument. &ayment will be made only u#on submission of in0oices
and #ro#er #roof of the Contractors claim. This #ro0ision in no way limits the remedies
a0ailable to the Agency under the Contract in the e0ent of termination. The Agency shall not
be liable for any costs incurred by the Contractor in its #erformance of the Contract' including'
but not limited to' startu# costs' o0erhead or other costs associated with the #erformance of
the Contract.
<( T%e Contractors Termination *'ties( ?#on recei#t of notice of termination or u#on re8uest
of the Agency' the Contractor shall:
(i) Cease wor> under the Contract and ta>e all necessary or a##ro#riate ste#s to limit
disbursements and minimi/e costs' and furnish a re#ort within thirty (%=) days of the
date of notice of termination' describing the status of all wor> under the Contract'
including' without limitation' results accom#lished' conclusions resulting therefrom' and
any other matters the Agency may re8uireB
(ii) :mmediately cease using and return to the Agency' any #ersonal #ro#erty or materials'
whether tangible or intangible' #ro0ided by the Agency to the ContractorB
(iii) Com#ly with the Agencys instructions for the timely transfer of any acti0e files and
wor> #roduct #roduced by the Contractor under the ContractB
(iv) Coo#erate in good faith with the Agency' its em#loyees' agents and contractors during
the transition #eriod between the notification of termination and the substitution of any
re#lacement contractorB and
(v) :mmediately return to the Agency any #ayments made by the Agency for goods and
ser0ices that were not deli0ered or rendered by the Contractor.
F( C#NFI*!NTIA, INF#R-ATI#N
$e0ision <anuary ' ==3 S&";C&=1%
6
+( Access to Confidential *ata( The Contractors em#loyees' agents and subcontractors may
ha0e access to confidential data maintained by the State to the e+tent necessary to carry out
the Contractor9s res#onsibilities under the Contract. The Contractor shall #resume that all
information recei0ed #ursuant to the Contract is confidential unless otherwise designated by
the State. :f it is reasonably li>ely the Contractor will ha0e access to the States confidential
information' then:
(i) The Contractor shall #ro0ide to the State a written descri#tion of the Contractor9s
#olicies and #rocedures to safeguard confidential informationB
(ii) &olicies of confidentiality shall address' as a##ro#riate' information con0eyed in 0erbal'
written' and electronic formatsB
(iii) The Contractor must designate one indi0idual who shall remain the res#onsible
authority in charge of all data collected' used' or disseminated by the Contractor in
connection with the #erformance of the ContractB and
(iv) The Contractor shall #ro0ide ade8uate su#er0ision and training to its agents'
em#loyees and subcontractors to ensure com#liance with the terms of the Contract.
The #ri0ate or confidential data shall remain the #ro#erty of the State at all times. Some
ser0ices #erformed for the Agency may re8uire the Contractor to sign a nondisclosure
agreement. Contractor understands and agrees that refusal or failure to sign such a
nondisclosure agreement' if re8uired' may result in termination of the Contract.
1( No *issemination of Confidential *ata( No confidential data collected' maintained' or used
in the course of #erformance of the Contract shall be disseminated e+ce#t as authori/ed by
law and with the written consent of the State' either during the #eriod of the Contract or
thereafter. Any data su##lied to or created by the Contractor shall be considered the #ro#erty
of the State. The Contractor must return any and all data collected' maintained' created or
used in the course of the #erformance of the Contract' in whate0er form it is maintained'
#rom#tly at the re8uest of the State.
2( S'bpoena( :n the e0ent that a sub#oena or other legal #rocess is ser0ed u#on the Contractor
for records containing confidential information' the Contractor shall #rom#tly notify the State
and coo#erate with the State in any lawful effort to #rotect the confidential information.
9( Reporting of 5na't%ori=ed *isclos're( The Contractor shall immediately re#ort to the State
any unauthori/ed disclosure of confidential information.
:( S'rvives Termination( The Contractors confidentiality obligation under the Contract shall
sur0i0e termination of the Contract.
G( IN*!-NIFICATI#N
+( Contractor>s Indemnification #bligation( The Contractor agrees to indemnify and hold
harmless the State and State officers' em#loyees' agents' and 0olunteers (collecti0ely'
D:ndemnified &artiesD) from any and all costs' e+#enses' losses' claims' damages' liabilities'
settlements and 7udgments' including reasonable 0alue of the time s#ent by the Attorney
5enerals (ffice' related to or arising from:
(i) Any breach of the ContractB
$e0ision <anuary ' ==3 S&";C&=1%
7
(ii) Any negligent' intentional or wrongful act or omission of the Contractor or any
em#loyee' agent or subcontractor utili/ed or em#loyed by the ContractorB
(iii) Any failure of goods to com#ly with a##licable s#ecifications' warranties' and
certifications under the ContractB
(iv) The negligence or fault of the Contractor in design' testing' de0elo#ment' manufacture'
or otherwise with res#ect to the goods or any #arts thereof #ro0ided under the
ContractB
(v) Claims' demands' or lawsuits that' with res#ect to the goods or any #arts thereof'
allege #roduct liability' strict #roduct liability' or any 0ariation thereofB
(vi) The Contractors #erformance or attem#ted #erformance of the Contract' including any
em#loyee' agent or subcontractor utili/ed or em#loyed by the ContractorB
(vii) Any failure by the Contractor to com#ly with the DCom#liance with the EawD #ro0ision of
the ContractB
(viii) Any failure by the Contractor to ma>e all re#orts' #ayments and withholdings re8uired
by federal and state law with res#ect to social security' em#loyee income and other
ta+es' fees or costs re8uired by the Contractor to conduct business in the State of
5eorgia or the ?nited StatesB
(i&) Any infringement of any co#yright' trademar>' #atent' trade dress' or other intellectual
#ro#erty rightB or
(&) Any failure by the Contractor to adhere to the confidentiality #ro0isions of the Contract.
1( *'ty to Reimb'rse State Tort Claims F'nd( To the e+tent such damage or loss as co0ered
by this indemnification is co0ered by the State of 5eorgia Tort Claims ,und (Dthe ,undD)' the
Contractor (and its insurers) agrees to reimburse the ,und. To the full e+tent #ermitted by the
Constitution and the laws of the State and the terms of the ,und' the Contractor and its
insurers wai0e any right of subrogation against the State' the :ndemnified &arties' and the
,und and insurers #artici#ating thereunder' to the full e+tent of this indemnification.
2( ,itigation and Settlements( The Contractor shall' at its own e+#ense' be entitled to and shall
ha0e the duty to #artici#ate in the defense of any suit against the :ndemnified &arties. No
settlement or com#romise of any claim' loss or damage entered into by the :ndemnified
&arties shall be binding u#on Contractor unless a##ro0ed in writing by Contractor. No
settlement or com#romise of any claim' loss or damage entered into by Contractor shall be
binding u#on the :ndemnified &arties unless a##ro0ed in writing by the :ndemnified &arties.
9( /atent?Copyrig%t Infringement Indemnification( Contractor shall' at its own e+#ense' be
entitled to and shall ha0e the duty to #artici#ate in the defense of any suit instituted against the
State and indemnify the State against any award of damages and costs made against the
State by a final 7udgment of a court of last resort in such suit insofar as the same is based on
any claim that any of the goods constitutes an infringement of any ?nited States Eetters &atent
or co#yright' #ro0ided the State gi0es the Contractor immediate notice in writing of the
institution of such suit' #ermits Contractor to fully #artici#ate in the defense of the same' and
gi0es Contractor all a0ailable information' assistance and authority to enable Contractor to do
so. Sub7ect to a##ro0al of the Attorney 5eneral of the State of 5eorgia' the Agency shall
tender defense of any such action to Contractor u#on re8uest by Contractor. Contractor shall
$e0ision <anuary ' ==3 S&";C&=1%
8
not be liable for any award of 7udgment against the State reached by com#romise or
settlement unless Contractor acce#ts the com#romise or settlement. Contractor shall ha0e the
right to enter into negotiations for and the right to effect settlement or com#romise of any such
action' but no such settlement shall be binding u#on the State unless a##ro0ed by the State.
:n case any of the goods is in any suit held to constitute infringement and its use is en7oined'
Contractor shall' at its o#tion and e+#ense:

(i) &rocure for the Agency the right to continue using the goodsB
(ii) $e#lace or modify the same so that it becomes non;infringingB or
(iii) $emo0e the same and cancel any future charges #ertaining thereto.
Contractor' howe0er' shall ha0e no liability to the State if any such #atent' or co#yright
infringement or claim thereof is based u#on or arises out of:
(i) Com#liance with designs' #lans or s#ecifications furnished by or on behalf of the
Agency as to the goodsB
(ii) ?se of the goods in combination with a##aratus or de0ices not su##lied by ContractorB
(iii) ?se of the goods in a manner for which the same was neither designed nor
contem#latedB or
(iv) The claimed infringement of any #atent or co#yright in which the Agency or any affiliate
or subsidiary of the Agency has any direct interest by license or otherwise.
:( S'rvives Termination( The indemnification obligation of the Contractor shall sur0i0e
termination of the Contract.
"( INS5RANC!
Contractor shall #ro0ide all insurance as re8uired by the $,6.
I( 4#N*S
The Contractor shall #ro0ide all re8uired bonds in accordance with the terms of the $,6 and as
stated in the Agency Standard Contract ,orm.
@( ARRANTI!S
+( Constr'ction of arranties !&pressed in t%e Contract 6it% arranties Implied by ,a6(
All warranties made by the Contractor andAor subcontractors in all #ro0isions of the Contract
and the Contractors $es#onse' whether or not the Contract s#ecifically denominates the
Contractors andAor subcontractors #romise as a warranty or whether the warranty is created
only by the Contractors affirmation or #romise' or is created by a descri#tion of the materials'
goods and ser0ices to be #ro0ided' or by #ro0ision of sam#les to the State shall not be
construed as limiting or negating any warranty #ro0ided by law' including without limitation'
warranties which arise through course of dealing or usage of trade' the warranty of
merchantability' and the warranty of fitness for a #articular #ur#ose. The warranties e+#ressed
in the Contract are intended to modify the warranties im#lied by law only to the e+tent that they
e+#and the warranties a##licable to the goods and ser0ices #ro0ided by the Contractor. The
$e0ision <anuary ' ==3 S&";C&=1%
9
#ro0isions of this section a##ly during the term of the Contract and any e+tensions or renewals
thereof.
1( arranty A Nonconforming Goods( All goods deli0ered by Contractor to the Agency shall be
free from any defects in design' material' or wor>manshi#. :f any goods offered by the
Contractor are found to be defecti0e in material or wor>manshi#' or do not conform to
Contractors warranty' the Agency shall ha0e the o#tion of returning' re#airing' or re#lacing the
defecti0e goods at Contractors e+#ense. &ayment for goods shall not constitute acce#tance.
Acce#tance by the Agency shall not relie0e the Contractor of its warranty or any other
obligation under the Contract.
2( Compliance 6it% Federal Safety Acts( Contractor warrants and guarantees to the State that
the goods #ro0ided under the Contract are in com#liance with Sections . and 1 of the
,ederal Trade Commission ActB the ,air &ac>aging and Eabeling ActB the ,ederal ,ood' "rug'
and Cosmetic ActB the Consumer &roduct Safety ActB the ,ederal Cn0ironmental &esticide
Control ActB the ,ederal @a/ardous Substances ActB the ,air Eabor Standards ActB the Fool
&roducts Eabeling ActB the ,lammable ,abrics ActB the (ccu#ational Safety and @ealth ActB
the (ffice of *anagement and !udget A;11= A##endi+ AB and the Anti;Gic>bac> Act of 1H41.
9( #riginality and Title to Concepts$ -aterials$ and Goods /rod'ced( Contractor re#resents
and warrants that all the conce#ts' materials' goods and ser0ices #roduced' or #ro0ided to the
State #ursuant to the terms of the Contract shall be wholly original with the Contractor or that
the Contractor has secured all a##licable interests' rights' licenses' #ermits or other
intellectual #ro#erty rights in such conce#ts' materials and wor>s. The Contractor re#resents
and warrants that the conce#ts' materials' goods and ser0ices and the States use of same
and the e+ercise by the State of the rights granted by the Contract shall not infringe u#on any
other wor>' other than material #ro0ided by the Contract to the Contractor to be used as a
basis for such materials' or 0iolate the rights of #ublicity or #ri0acy of' or constitute a libel or
slander against' any #erson' firm or cor#oration and that the conce#ts' materials and wor>s
will not infringe u#on the co#yright' trademar>' trade name' trade dress #atent' literary'
dramatic' statutory' common law or any other rights of any #erson' firm or cor#oration or other
entity. The Contractor re#resents and warrants that it is the owner of or otherwise has the right
to use and distribute the goods and ser0ices contem#lated by the Contract.
:( Conformity 6it% Contract'al Re3'irements( The Contractor re#resents and warrants that
the goods and ser0ices #ro0ided in accordance with the Contract will a##ear and o#erate in
conformance with the terms and conditions of the Contract.
;( A't%ority to !nter into Contract( The Contractor re#resents and warrants that it has full
authority to enter into the Contract and that it has not granted and will not grant any right or
interest to any #erson or entity that might derogate' encumber or interfere with the rights
granted to the State and the Agency.
<( #bligations #6ed to T%ird /arties( The Contractor re#resents and warrants that all
obligations owed to third #arties with res#ect to the acti0ities contem#lated to be underta>en
by the Contractor #ursuant to the Contract are or will be fully satisfied by the Contractor so that
the State and the Agency will not ha0e any obligations with res#ect thereto.
B( Title to /roperty( The Contractor re#resents and warrants that title to any #ro#erty assigned'
con0eyed or licensed to the State is good and that transfer of title or license to the State is
rightful and that all #ro#erty shall be deli0ered free of any security interest or other lien or
encumbrance.
$e0ision <anuary ' ==3 S&";C&=1%
10
C( Ind'stry Standards( The Contractor re#resents and e+#ressly warrants that all as#ects of
the goods and ser0ices #ro0ided or used by it shall at a minimum conform to the standards in
the Contractors industry. This re8uirement shall be in addition to any e+#ress warranties'
re#resentations' and s#ecifications included in the Contract' which shall ta>e #recedence.
+D( Contractor>s /ersonnel and Staffing( Contractor warrants that all #ersons assigned to
#erform ser0ices under this Contract are either lawful em#loyees of Contractor or lawful
em#loyees of a Subcontractor authori/ed by the Agency as s#ecified in the $,6. All #ersons
assigned to #erform ser0ices under this Contract shall be 8ualified to #erform such ser0ices.
&ersonnel assigned by Contractor shall ha0e all #rofessional licenses re8uired to #erform the
ser0ices.
++( 5se of State 7e%icles( Contractor warrants that no State 0ehicles will be used by Contractor
for the #erformance of ser0ices under this Contract. Contractor shall be res#onsible for
#ro0iding trans#ortation necessary to #erform all ser0ices.
E( /R#*5CT R!CA,,
:n the e0ent that any of the goods are found by the Contractor' the State' any go0ernmental
agency' or court ha0ing 7urisdiction to contain a defect' serious 8uality or #erformance
deficiency' or not to be in com#liance with any standard or re8uirement so as to re8uire or ma>e
ad0isable that such goods be rewor>ed or recalled' the Contractor will #rom#tly communicate all
rele0ant facts to the Agency and underta>e all correcti0e actions' including those re8uired to
meet all obligations im#osed by laws' regulations' or orders' and shall file all necessary #a#ers'
correcti0e action #rograms' and other related documents' #ro0ided that nothing contained in this
section shall #reclude the Agency from ta>ing such action as may be re8uired of it under any
such law or regulation. The Contractor shall #erform all necessary re#airs or modifications at its
sole e+#ense e+ce#t to any e+tent that the Contractor and the Agency shall agree to the
#erformance of such re#airs by the Agency u#on mutually acce#table terms.
,( C#NTRACT A*-INISTRATI#N
+( #rder of /reference( :n the case of any inconsistency or conflict among the s#ecific
#ro0isions of the Agency Standard Contract Terms and Conditions (including any amendments
acce#ted by both the Agency and the Contractor attached hereto)' the $,6 (including any
subse8uent addenda and written res#onses to bidders 8uestions)' and the Contractors
$es#onse' any inconsistency or conflict shall be resol0ed as follows:
(i) ,irst' by gi0ing #reference to the s#ecific #ro0isions of the Agency Standard Contract
Terms and Conditions.
(ii) Second' by gi0ing #reference to the s#ecific #ro0isions of the $,6.
(iii) Third' by gi0ing #reference to the s#ecific #ro0isions of the Contractors $es#onse'
e+ce#t that ob7ections or amendments by a Contractor that ha0e not been e+#licitly
acce#ted by the Agency in writing shall not be included in this Contract and shall be
gi0en no weight or consideration.
1( Intent of References to 4id *oc'ments( The references to the #arties9 obligations' which
are contained in this document' are intended to su##lement or clarify the obligations as stated
in the $,6 and the Contractors $es#onse. The failure of the #arties to ma>e reference to the
terms of the $,6 or the Contractors $es#onse in this document shall not be construed as
creating a conflict and will not relie0e the Contractor of the contractual obligations im#osed by
$e0ision <anuary ' ==3 S&";C&=1%
11
the terms of the $,6 and the Contractors $es#onse. The contractual obligations of the
Agency cannot be im#lied from the Contractors $es#onse.
2( Compliance 6it% t%e ,a6( The Contractor' its em#loyees' agents' and subcontractors shall
com#ly with all a##licable federal' state' and local laws' rules' ordinances' regulations and
orders now or hereafter in effect when #erforming under the Contract' including without
limitation' all laws a##licable to the #re0ention of discrimination in em#loyment and the use of
targeted small businesses as subcontractors or contractors. The Contractor' its em#loyees'
agents and subcontractors shall also com#ly with all federal' state and local laws regarding
business #ermits and licenses that may be re8uired to carry out the wor> #erformed under the
Contract. Contractor and Contractor9s #ersonnel shall also com#ly with all State and Agency
#olicies and standards in effect during the #erformance of the Contract' including but not
limited to the Agency9s #olicies and standards relating to #ersonnel conduct' security' safety'
confidentiality' and ethics. ,urther' the #ro0isions of (.C.5.A. Section ).;1=;= et se8. ha0e
not and must not be 0iolated under the terms of this Contract.
9( *r'g8free orFplace( The Contractor hereby certifies as follows:
(i) Contractor will not engage in the unlawful manufacture' sale' distribution' dis#ensation'
#ossession' or use of a controlled substance or mari7uana during the #erformance of
this ContractB and
(ii) :f Contractor has more than one em#loyee' including Contractor' Contractor shall
#ro0ide for such em#loyee(s) a drug;free wor>#lace' in accordance with the 5eorgia
"rug;free For>#lace Act as #ro0ided in (.C.5.A. Section .=;);1 et se8.' throughout
the duration of this ContractB and
(iii) Contractor will secure from any subcontractor hired to wor> on any 7ob assigned under
this Contract the following written certification: DAs #art of the subcontracting
agreement with (Contractor9s Name)' (Subcontractor9s Name) certifies to the contractor
that a drug;free wor>#lace will be #ro0ided for the subcontractor9s em#loyees during
the #erformance of this Contract #ursuant to #aragra#h 3 of subsection (b) of Code
Section .=;);%.D
Contractor may be sus#ended' terminated' or debarred if it is determined that:
(i) Contractor has made false certification here in abo0eB or
(ii) Contractor has 0iolated such certification by failure to carry out the re8uirements of
(.C.5.A. Section .=;);%(b).
:( Amendments( The Contract may be amended in writing from time to time by mutual consent
of the #arties. :f the contract award e+ceeds the delegated #urchasing authority of the Agency'
then the Agency must obtain a##ro0al of the amendment from the "e#artment of
Administrati0e Ser0ices ("(AS). All amendments to the Contract must be in writing and fully
e+ecuted by duly authori/ed re#resentati0es of the Agency and the Contractor.
;( T%ird /arty 4eneficiaries( There are no third;#arty beneficiaries to the Contract. The
Contract is intended only to benefit the Agency' the State' and the Contractor.
<( C%oice of ,a6 and For'm( The laws of the State of 5eorgia shall go0ern and determine all
matters arising out of or in connection with this Contract without regard to the choice of law
#ro0isions of State law. :n the e0ent any #roceeding of a 8uasi;7udicial or 7udicial nature is
$e0ision <anuary ' ==3 S&";C&=1%
12
commenced in connection with this Contract' such #roceeding shall solely be brought in a
court or other forum of com#etent 7urisdiction within ,ulton County' 5eorgia. This #ro0ision
shall not be construed as wai0ing any immunity to suit or liability' including without limitation
so0ereign immunity' which may be a0ailable to the State.
B( /arties> *'ty to /rovide Notice of Intent to ,itigate and Rig%t to *emand -ediation( :n
addition to any dis#ute resolution #rocedures otherwise re8uired under this Contract or any
informal negotiations which may occur between the #arties' no ci0il action with res#ect to any
dis#ute' claim or contro0ersy arising out of or relating to this Contract may be commenced
without first gi0ing fourteen (1)) calendar days written notice to the other #arty of the claim and
the intent to initiate a ci0il action. At any time #rior to the commencement of a ci0il action'
either #arty may elect to submit the matter for mediation. Cither #arty may e+ercise the right to
submit the matter for mediation by #ro0iding the other #arty with a written demand for
mediation setting forth the sub7ect of the dis#ute. The #arties will coo#erate with one another
in selecting a mediator and in scheduling the mediation #roceedings. Ienue for the mediation
will be in Atlanta' 5eorgiaB #ro0ided' howe0er' that any or all mediation #roceedings may be
conducted by teleconference with the consent of the mediator. The #arties co0enant that they
will #artici#ate in the mediation in good faith' and that they will share e8ually in its costsB
#ro0ided' howe0er that the cost to Agency shall not e+ceed fi0e thousand dollars (J.'===.==).
All offers' #romises' conduct and statements' whether oral or written' made in the course of
the mediation by any of the #arties' their agents' em#loyees' e+#erts and attorneys' and by the
mediator or em#loyees of any mediation ser0ice' are inadmissible for any #ur#ose (including
but not limited to im#eachment) in any litigation or other #roceeding in0ol0ing the #arties'
#ro0ided that e0idence that is otherwise admissible or disco0erable shall not be rendered
inadmissible or non;disco0erable as a result of its use in the mediation. :nadmissibility
notwithstanding' all written documents shall ne0ertheless be sub7ect to the 5eorgia (#en
$ecords Act (.C.5.A. Section .=;14;3= et se8.
No #arty may commence a ci0il action with res#ect to the matters submitted to mediation until
after the com#letion of the initial mediation session' forty;fi0e ().) calendar days after the date
of filing the written re8uest for mediation with the mediator or mediation ser0ice' or si+ty (1=)
calendar days after the deli0ery of the written demand for mediation' whiche0er occurs first.
*ediation may continue after the commencement of a ci0il action' if the #arties so desire.
C( Assignment and *elegation( The Contract may not be assigned' transferred or con0eyed in
whole or in #art without the #rior written consent of the Agency. ,or the #ur#ose of construing
this clause' a transfer of a controlling interest in the Contractor shall be considered an
assignment.
+D( 5se of T%ird /arties( C+ce#t as may be e+#ressly agreed to in writing by the Agency'
Contractor shall not subcontract' assign' delegate or otherwise #ermit anyone other than
Contractor or Contractor9s #ersonnel to #erform any of Contractor9s obligations under this
Contract or any of the wor> subse8uently assigned under this Contract. No subcontract which
Contractor enters into with res#ect to #erformance of obligations or wor> assigned under the
Contract shall in any way relie0e Contractor of any res#onsibility' obligation or liability under
this Contract and for the acts and omissions of all subcontractors' agents' and em#loyees. All
restrictions' obligations and res#onsibilities of the Contractor under the Contract shall also
a##ly to the subcontractors. Any contract with a subcontractor must also #reser0e the rights of
the Agency. The Agency shall ha0e the right to re8uest the remo0al of a subcontractor from
the Contract for good cause.
$e0ision <anuary ' ==3 S&";C&=1%
13
++( Integration( The Contract re#resents the entire Contract between the #arties. The #arties
shall not rely on any re#resentation that may ha0e been made which is not included in the
Contract.
+1( "eadings or Captions( The #aragra#h headings or ca#tions used in the Contract are for
identification #ur#oses only and do not limit or construe the contents of the #aragra#hs.
+2( Not a @oint 7ent're( Nothing in the Contract shall be construed as creating or constituting
the relationshi# of a #artnershi#' 7oint 0enture' (or other association of any >ind or agent and
#rinci#al relationshi#) between the #arties thereto. Cach #arty shall be deemed to be an
inde#endent contractor contracting for goods and ser0ices and acting toward the mutual
benefits e+#ected to be deri0ed herefrom. Neither Contractor nor any of Contractor9s agents'
ser0ants' em#loyees' subcontractors or contractors shall become or be deemed to become
agents' ser0ants' or em#loyees of the State. Contractor shall therefore be res#onsible for
com#liance with all laws' rules and regulations in0ol0ing its em#loyees and any
subcontractors' including but not limited to em#loyment of labor' hours of labor' health and
safety' wor>ing conditions' wor>ers9 com#ensation insurance' and #ayment of wages. No
#arty has the authority to enter into any contract or create an obligation or liability on behalf of'
in the name of' or binding u#on another #arty to the Contract.
+9( @oint and Several ,iability( :f the Contractor is a 7oint entity' consisting of more than one
indi0idual' #artnershi#' cor#oration or other business organi/ation' all such entities shall be
7ointly and se0erally liable for carrying out the acti0ities and obligations of the Contract' and for
any default of acti0ities and obligations.
+:( S'persedes Former Contracts or Agreements( ?nless otherwise s#ecified in the Contract'
this Contract su#ersedes all #rior Contracts or Agreements between the Agency and the
Contractor for the goods and ser0ices #ro0ided in connection with the Contract.
+;( aiver( C+ce#t as s#ecifically #ro0ided for in a wai0er signed by duly authori/ed
re#resentati0es of the Agency and the Contractor' failure by either #arty at any time to re8uire
#erformance by the other #arty or to claim a breach of any #ro0ision of the Contract shall not
be construed as affecting any subse8uent right to re8uire #erformance or to claim a breach.
+<( Notice( Any and all notices' designations' consents' offers' acce#tances or any other
communication #ro0ided for herein shall be gi0en in writing by registered or certified mail'
return recei#t re8uested' by recei#ted hand deli0ery' by ,ederal C+#ress' courier or other
similar and reliable carrier which shall be addressed to the #erson who signed the Contract on
behalf of the #arty at the address identified in the Agency Standard Contract ,orm. Cach such
notice shall be deemed to ha0e been #ro0ided:
(i) At the time it is actually recei0edB or'
(ii) Fithin one (1) day in the case of o0ernight hand deli0ery' courier or ser0ices such as
,ederal C+#ress with guaranteed ne+t day deli0eryB or'
(iii) Fithin fi0e (.) days after it is de#osited in the ?.S. *ail in the case of registered ?.S.
*ail.
,rom time to time' the #arties may change the name and address of the #erson designated to
recei0e notice. Such change of the designated #erson shall be in writing to the other #arty and
as #ro0ided herein.
$e0ision <anuary ' ==3 S&";C&=1%
14
+B( C'm'lative Rig%ts( The 0arious rights' #owers' o#tions' elections and remedies of any #arty
#ro0ided in the Contract shall be construed as cumulati0e and not one of them is e+clusi0e of
the others or e+clusi0e of any rights' remedies or #riorities allowed either #arty by law' and
shall in no way affect or im#air the right of any #arty to #ursue any other e8uitable or legal
remedy to which any #arty may be entitled as long as any default remains in any way
unremedied' unsatisfied or undischarged.
+C( Severability( :f any #ro0ision of the Contract is determined by a court of com#etent
7urisdiction to be in0alid or unenforceable' such determination shall not affect the 0alidity or
enforceability of any other #art or #ro0ision of the Contract. ,urther' if any #ro0ision of the
Contract is determined to be unenforceable by 0irtue of its sco#e' but may be made
enforceable by a limitation of the #ro0ision' the #ro0ision shall be deemed to be amended to
the minimum e+tent necessary to render it enforceable under the a##licable law. Any
agreement of the #arties to amend' modify' eliminate' or otherwise change any #art of this
Contract shall not affect any other #art of this Contract' and the remainder of this Contract
shall continue to be of full force and effect.
1D( Time is of t%e !ssence( Time is of the essence with res#ect to the #erformance of the terms
of the Contract. Contractor shall ensure that all #ersonnel #ro0iding goods and ser0ices to the
State are res#onsi0e to the States re8uirements and re8uests in all res#ects.
1+( A't%ori=ation( The #ersons signing this Contract re#resent and warrant to the other #arties
that:
(i) :t has the right' #ower and authority to enter into and #erform its obligations under the
ContractB and
(ii) :t has ta>en all re8uisite action (cor#orate' statutory or otherwise) to a##ro0e e+ecution'
deli0ery and #erformance of the Contract and the Contract constitutes a legal' 0alid
and binding obligation u#on itself in accordance with its terms.
11( S'ccessors in Interest( All the terms' #ro0isions' and conditions of the Contract shall be
binding u#on and inure to the benefit of the #arties hereto and their res#ecti0e successors'
assigns and legal re#resentati0es.
12( Record Retention and Access( The Contractor shall maintain boo>s' records and
documents in accordance with generally acce#ted accounting #rinci#les and #rocedures and
which sufficiently and #ro#erly document and calculate all charges billed to the State
throughout the term of the Contract for a #eriod of at least fi0e (.) years following the date of
final #ayment or com#letion of any re8uired audit' whiche0er is later. $ecords to be
maintained include both financial records and ser0ice records. The Contractor shall #ermit the
Auditor of the State of 5eorgia or any authori/ed re#resentati0e of the Agency' and where
federal funds are in0ol0ed' the Com#troller 5eneral of the ?nited States' or any other
authori/ed re#resentati0e of the ?nited States go0ernment' to access and e+amine' audit'
e+cer#t and transcribe any directly #ertinent boo>s' documents' #a#ers' electronic or o#tically
stored and created records or other records of the Contractor relating to orders' in0oices or
#ayments or any other documentation or materials #ertaining to the Contract' where0er such
records may be located during normal business hours. The Contractor shall not im#ose a
charge for audit or e+amination of the Contractors boo>s and records. :f an audit discloses
incorrect billings or im#ro#rieties' the State reser0es the right to charge the Contractor for the
cost of the audit and a##ro#riate reimbursement. C0idence of criminal conduct will be turned
o0er to the #ro#er authorities.
$e0ision <anuary ' ==3 S&";C&=1%
15
19( Solicitation( The Contractor warrants that no #erson or selling agency (e+ce#t bona fide
em#loyees or selling agents maintained for the #ur#ose of securing business) has been
em#loyed or retained to solicit and secure the Contract u#on an agreement or understanding
for commission' #ercentage' bro>erage or contingency.
1:( Imm'nity from ,iability( C0ery #erson who is a #arty to the Contract is hereby notified and
agrees that the State is immune from liability and suit for or from Contractors andAor
subcontractors acti0ities in0ol0ing third #arties and arising from the Contract.
1;( /'blic Records( The laws of the State of 5eorgia' including the 5eorgia (#en $ecords Act'
as #ro0ided in (.C.5.A. Section .=;14;3= et se8.' re8uire #rocurement records and other
records to be made #ublic unless otherwise #ro0ided by law.
1<( Clean Air and ater Certification( Contractor certifies that none of the facilities it uses to
#roduce goods #ro0ided under the Contract are on the Cn0ironmental &rotection Agency
(C&A) Eist of Iiolating ,acilities. Contractor will immediately notify the Agency of the recei#t of
any communication indicating that any of Contractors facilities are under consideration to be
listed on the C&A Eist of Iiolating ,acilities.
1B( *ebarred$ S'spended$ and Ineligible Stat's( Contractor certifies that the Contractor andAor
any of its subcontractors ha0e not been debarred' sus#ended' or declared ineligible by any
agency of the State of 5eorgia or as defined in the ,ederal Ac8uisition $egulation (,A$) )4
C.,.$. Ch.1 Sub#art H.). Contractor will immediately notify the Agency if Contractor is
debarred by the State or #laced on the Consolidated Eist of "ebarred' Sus#ended' and
:neligible Contractors by a federal entity.
1C( 5se of Name or Intellect'al /roperty. Contractor agrees it will not use the name or any
intellectual #ro#erty' including but not limited to' State trademar>s or logos in any manner'
including commercial ad0ertising or as a business reference' without the e+#ressed #rior
written consent of the State.
2D( Ta&es( The Agency is e+em#t from ,ederal C+cise Ta+es' and no #ayment will be made for
any ta+es le0ied on Contractors em#loyees wages. The Agency is e+em#t from State and
Eocal Sales and ?se Ta+es on the ser0ices. Ta+ C+em#tion Certificates will be furnished u#on
re8uest. Contractor or an authori/ed subcontractor has #ro0ided the Agency with a sworn
0erification regarding the filing of unem#loyment ta+es or #ersons assigned by Contractor to
#erform ser0ices re8uired in this Contract' which 0erification is incor#orated herein by
reference.
2+( Certification Regarding Sales and 5se Ta&( !y e+ecuting the Contract the Contractor
certifies it is either (a) registered with the State "e#artment of $e0enue' collects' and remits
State sales and use ta+es as re8uired by 5eorgia law' including Cha#ter 4 of Title )4 of the
(.C.5.A.B or (b) not a KretailerL as defined in (.C.5.A. Section )4;4;. The Contractor also
ac>nowledges that the State may declare the Contract 0oid if the abo0e certification is false.
The Contractor also understands that fraudulent certification may result in the Agency or its
re#resentati0e filing for damages for breach of contract.
21( *elay or Impossibility of /erformance( Neither #arty shall be in default under the Contract
if #erformance is delayed or made im#ossible by an act of 5od. :n each such case' the delay
or im#ossibility must be beyond the control and without the fault or negligence of the
Contractor. :f delay results from a subcontractors conduct' negligence or failure to #erform'
the Contractor shall not be e+cused from com#liance with the terms and obligations of the
Contract.
$e0ision <anuary ' ==3 S&";C&=1%
16
22( ,imitation of Contractors ,iability to t%e State( C+ce#t as otherwise #ro0ided in this
Contract' Contractors liability to the State for any claim of damages arising out of this Contract
shall be limited to direct damages and shall not e+ceed the total amount #aid to Contractor for
the #erformance under this Contract.

No limitation of Contractor9s liability shall a##ly to Contractor9s liability for loss or damage to
State e8ui#ment or other #ro#erty while such e8ui#ment or other #ro#erty is in the sole care'
custody' and control of Contractor9s #ersonnel. Contractor hereby e+#ressly agrees to assume
all ris> of loss or damage to any such State e8ui#ment or other #ro#erty in the care' custody'
and control of Contractor9s #ersonnel. Contractor further agrees that e8ui#ment trans#orted
by Contractor #ersonnel in a 0ehicle belonging to Contractor (including any 0ehicle rented or
leased by Contractor or Contractor9s #ersonnel) shall be deemed to be in the sole care'
custody' and control of Contractor9s #ersonnel while being trans#orted. Nothing in this section
shall limit or affect Contractor9s liability arising from claims brought by any third #arty.
29( #bligations 4eyond Contract Term( The Contract shall remain in full force and effect to the
end of the s#ecified term or until terminated or canceled #ursuant to the Contract. All
obligations of the Contractor incurred or e+isting under the Contract as of the date of
e+#iration' termination or cancellation will sur0i0e the termination' e+#iration or conclusion of
the Contract.
2:( Co'nterparts( The #arties agree that the Contract has been or may be e+ecuted in se0eral
counter#arts' each of which shall be deemed an original and all such counter#arts shall
together constitute one and the same instrument.
2;( F'rt%er Ass'rances and Corrective Instr'ments( The #arties agree that they will' from time
to time' e+ecute' ac>nowledge and deli0er' or cause to be e+ecuted' ac>nowledged and
deli0ered' such su##lements hereto and such further instruments as may reasonably be
re8uired for carrying out the e+#ressed intention of the Contract.
2<( Transition Cooperation and Cooperation 6it% ot%er Contractors( Contractor agrees that
u#on termination of this Contract for any reason' it shall #ro0ide sufficient efforts and
coo#eration to ensure an orderly and efficient transition of ser0ices to the State or another
contractor. The Contractor shall #ro0ide full disclosure to the State and the third;#arty
contractor about the e8ui#ment' software' or ser0ices re8uired to #erform ser0ices for the
State. The Contractor shall transfer licenses or assign agreements for any software or third;
#arty ser0ices used to #ro0ide the ser0ices to the State or to another contractor.
,urther' in the e0ent that the State has entered into or enters into agreements with other
contractors for additional wor> related to ser0ices rendered under the Contract' Contractor
agrees to coo#erate fully with such other contractors. Contractor shall not commit any act'
which will interfere with the #erformance of wor> by any other contractor.
$e0ision <anuary ' ==3 S&";C&=1%
17
ATTAC"-!NT 1
AG!NC) STAN*AR* C#NTRACT
Solicitation
GAttac% RF0H
$e0ision <anuary ' ==3 S&";C&=1%
18
ATTAC"-!NT 2
AG!NC) STAN*AR* C#NTRACT
Contractor>s Response
GAttac% Contractors Response to t%e RF0H
$e0ision <anuary ' ==3 S&";C&=1%
19
ATTAC"-!NT 9
AG!NC) STAN*AR* C#NTRACT
Amendments to t%e .Agency Standard Contract Terms and Conditions. and
Any Agency Special Terms and Conditions

The Agency Standard Contract Terms and Conditions are hereby modified as follows:
GInsert Amendments (if any)H
$e0ision <anuary ' ==3 S&";C&=1%
20