computer assoc./state of fla

7/30/2019 Computer Assoc./State of Fla.

http://slidepdf.com/reader/full/computer-assocstate-of-fla 1/70

FLORIDA DEPARTMENT OF

MANAGEMENT SERVICES

JEB BUSH WILLIAM S. SIMON

Governor Secretary

STATE PURCHASING ● 4050 ESPLANADE W AY, SUITE 350, T ALLAHASSEE, FLORIDA 32399-0950

Telephone: 850-488-8440 ● Fax: 850-488-5498

Suite 315

August 5, 2003

MEMORANDUM NO.: (252-007-99-1)-9

TO: User Agency

FROM: Director, State Purchasing

SUBJECT: Contract No. 252-007-99-1Title: Computer Software: Computer Associates,

This contract has been revised to add Amendment 1 in support of MyFloridaMarketPlace. Theamendment can be viewed below.

Any questions or problems in delivery or service that may arise regarding this contract should bedirected to Steve Poole at 850.488-4945, Suncom 278-4945, [email protected]

DSP/SP/meb



Pursuant to section 287.057(23), Florida Statutes (2002), a Transaction Fee of one percent (1.0%) of the total dollar amount of each purchase order shall apply to all purchases from this Contract. The fee shall be paid by the Contractor, and shall not beadded to purchase orders as a separate item. Because the Transaction Fee will be used, in part, to compensate Accenture for the development, operation, and maintenance of the

System, Accenture is an intended third-party beneficiary of this paragraph imposing theTransaction Fee on transactions from this Contract.

For payments within the State accounting system (FLAIR or its successor), theTransaction Fee shall, when possible, be automatically deducted from payments to theContractor. If automatic deduction is not possible, whether within or without the Stateaccounting system, Accenture shall either (1) establish with the Customer an automated process for billing and collecting the Transaction Fee from payments that are made to theContractor or (2) rely upon the Contractor to self-report and pay the Transaction Fee pursuant to processes that Accenture may establish. By submission of these reports andcorresponding Contractor deposits, Contractor is certifying their correctness. All suchreports and fee deposits shall be subject to audit by the State.

Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s) if such item(s) are returned to the Contractor through no fault,act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee isnon-refundable when an item is rejected or returned, or declined, due to the Contractor’sfailure to perform or comply with specifications or requirements of the applicable purchase order or Contract.

Contractors shall be responsible for reporting sales and paying user fees resulting from salesmade by authorized resellers.

Failure to comply with these requirements shall constitute grounds for declaring theContractor in default and recovering reprocurement costs from the Contractor in additionto all outstanding fees. CONTRACTORS DELINQUENT IN PAYING

TRANSACTION FEES MAY BE EXCLUDED FROM BIDDING ON

DEPARTMENT CONTRACTS.

3. Electronic Invoicing. Notwithstanding any provision of the Contract, the Contractor shall supply electronic invoices in lieu of paper-based invoices for those transactions processedthrough the System. Electronic invoices shall be submitted to the Customer through the AribaSupplier Network (ASN) in one of the following mechanisms – EDI 810, cXML, or web-basedinvoice entry within the ASN.



4. Catalog Data. Accenture is responsible for converting Contract catalog informationinto a format supported by the System. To accomplish this conversion, the Contractor shall provide certain information in electronic format directly to Accenture; alternatively, theContractor may follow the “punchout” solution described in more detail below.

Within ten (10) days of written notice from Accenture, Contractor shall provide allinformation necessary to facilitate electronic purchases from this contract, or shall contactAccenture and begin work on the “punchout” solution described below. Such information mayinclude, but is not limited to, Contractor name, SKU, brand/manufacturer, product name and brief description, unit of measure, and price. Contractor shall provide this information in theformat requested by Accenture. No costs or expenses associated with providing this informationshall be charged to the Department, Customers, or Accenture. With Contractor’s timelyassistance, Accenture shall create and maintain web-based placement of the requested contractinformation.

“Punchout” AlternativeThe Contractor may offer, as an alternative to providing the information discussed above, anonline “punchout” solution, in which the Customer accesses the Contractor’s website directlyfrom the System, rather than the System maintaining the Contractor’s data. This solution mustallow the Customer to reach the Contractor’s site, browse for contracted items only, and return tothe System with a list of items ready to be inserted into a requisition. If Contractor selects thisalternative, it must meet the following requirements:

• The solution must conform to cXML 1.0 or 1.1 standards.• The solution must conform to the technical specifications and implementation

requirements provided by Accenture, and the Contractor must work with Accenture toensure successful integration of the punchout solution into the System

• The solution must have the capability to provide only those products awarded under thecontract, and block any non-contract item(s) from being added to the requisition.

WarrantyFor the purposes of this section, the Contractor warrants and represents that it is authorized andempowered to and hereby grants the Department and Accenture the right and license to use,reproduce, transmit, distribute and publicly display within the System the information outlinedabove. In addition, the Contractor warrants and represents that it is authorized and empoweredto and hereby grants the Department and Accenture the right and license to reproduce anddisplay within the System the Contractor’s trademarks, system marks, logos, trade dress or other branding designation that identifies the products made available by the Contractor under the

Contract.

If the Contractor is not the manufacturer, it shall be the Contractor’s responsibility to obtainauthorization from the manufacturer to comply with the provisions of this section, includingsecuring any intellectual property rights of the manufacturer. If the Contractor is themanufacturer, it shall only authorize dealers, outlets, distributors, value-added resellers, etc.within their network that can comply with the provisions of the Contract.



5. Additional Modifications. The Department reserves the right to further revise thecollection and reporting requirements in conjunction with alterations to the System.

6. Conflict. In the event any of the terms herein conflict with the terms of the Contract,the terms of this Amendment shall control. All other terms of the Contract remain in full forceand effect. Contractor waives and releases any and all claims for additional compensationarising out of or relating to this Amendment.

7. Warranty of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

SO AGREED:

CONTRACTOR

Contractor Name

Address

By: DateIts:

STATE OF FLORIDA,

DEPARTMENT OF MANAGEMENT SERVICES

By: Date

Approved as to form and legality by the Department General Counsel’s Office:

Date



Suite 315

October 22, 2002

MEMORANDUM NO.: (252-007-99-1)-8

TO: User Agency


SUBJECT: Contract No. 252-007-99-1Title: Computer Software: Computer Associates,

The following changes have been made to the subject contract:

The Contract Administrator has been changed from William Spencer toSteve Poole.The website for Computer Associates has been updated and reorganized.

Any questions or problems in delivery or service that may arise regardingthis contract should be directed to Steve Poole at (850) 488-4945, Suncom278-4945, [email protected]

DSP/sp/meb

FLORIDADEPARTMENT

OF MANAGEMENT

SERVICES

JEB BUSH

GOVERNOR

CYNTHIA A. HENDERSON

SECRETARY

STATE PURCHASING 4050 ESPLANADE W AY SUITE 350T ALLAHASSEE, FLORIDA 32399-0950

TELEPHONE:850-488-8440

F AX:

850-488-5498

NTERNET:

WWW.MYFLORIDA.COM



Suite 315

March 22, 2002

MEMORANDUM NO.: (252-007-99-1)-7

TO: User Agency


SUBJECT: Contract No. 252-007-99-1Title: Computer Software: Computer Associates

The following changes have been made to the subject contract:

•

The Contract Administrator has been changed from Vonnie Allen toWilliam Spencer • The contact information on the Ordering Instructions has been

updated.• The Authorized Resellers:

o Added: The Presidio Corporationo Deleted: HAYES E-Government Resources, Inc.

Integrated Concepts, Inc.

Any questions or problems in delivery or service that may arise regardingthis contract should be directed to William Spencer at (850) 921-6072,

Suncom 291-6027, [email protected]

DSP/ws/meb

FLORIDADEPARTMENT

OF MANAGEMENT

SERVICES

JEB BUSH

GOVERNOR


SECRETARY



F AX:

850-414-6122

NTERNET:

WWW.MYFLORIDA.COM



Suite 315

July 21, 2001

MEMORANDUM NO.: (252-007-99-1)-6

TO: Department Addressed

FROM: Matthew R. JeppsonDirector, State Purchasing


The following changes have been made to the subject contract: TheAuthorized Resellers for Computer Associates have been updated to add

Software House International (SHI). Said change is reflected on Page 57.

Any questions or problems in delivery or service that may arise regardingthis contract should be directed to Vonnie Allen at (850) 487-2304 or (850)488-8131, Suncom 278-8131, [email protected]

FLORIDADEPARTMENT

OF MANAGEMENT

SERVICES

JEB BUSH

GOVERNOR


SECRETARY



F AX:

850-414-6122

NTERNET:

WWW.MYFLORIDA.COM



Suite 315

July 1, 2001

MEMORANDUM NO.: (252-007-99-1)-5




The following changes have been made to the subject contract: TheAuthorized Resellers for Computer Associates have been updated to change

Hayes Computer Systems, a Division of Proxymed, to Hayes E-GovernmentResources, Inc. Said change is reflected on Page 57.

Any questions or problems in delivery or service that may arise regardingthis contract should be directed to Vonnie Allen at (850) 487-2304 or (850)488-8131, Suncom 278-8131, [email protected]

FLORIDADEPARTMENT

OF MANAGEMENT

SERVICES

JEB BUSH

GOVERNOR


SECRETARY



F AX:

850-414-6122

NTERNET:

WWW.MYFLORIDA.COM



Suite 315

May 21, 2001

MEMORANDUM NO.: (252-007-99-1)-4




The following changes have been made to the subject contract. The orderinginstructions have been revised to add TMBD Computer Systems, Inc. as an

authorized reseller. Said change is reflected on the ordering instruction page61.

Any questions or problems in delivery or service that may arise regardingthis contract should be directed to Vonnie Allen at (850) 488-8131, Suncom278-8131, [email protected]

MRJ/va/meb

FLORIDADEPARTMENT

OF MANAGEMENT

SERVICES

JEB BUSH

GOVERNOR


SECRETARY



F AX:

850-414-6122

NTERNET:

WWW.MYFLORIDA.COM



Suite 315

October 22, 1999

MEMORANDUM NO.: (252-007-99-1)-3


FROM: H.P. Barker, Jr.Chief, Bureau of Procurement and Contracts Management


Please make the following changes in the subject contract:

Delete: Pages: 57 & 58

Add: Pages: 57* & 58* *(Rev 22 Oct 99)

Revised to correct ordering instructions.

Any questions or problems in delivery or service that may arise regardingthis contract should be directed to Vonnie Allen at (850) 487-2304, Suncom277-2304, e-mail: [email protected]

HPBva/meb



Suite 315

October 1, 1999

MEMORANDUM NO.: (252-007-99-1)-2


FROM: H.P. Barker, Jr.Chief, Bureau of Procurement and Contracts Management

SUBJECT: Contract No. 252-007-99-1Title: Computer Software, Computer Asso.


Delete: Page: 58

Add: Page: 58 (Rev 1 Oct 99)

The purpose of this memorandum is to add Platinum Software previously ondiscontinued contract 252-005-99-1 to the Pricing Page.

Any questions or problems in delivery or service that may arise regardingthis contract should be directed to Vonnie Allen at 487-2304, Suncom 277-2304, [email protected]

HPB/va/kla



Suite 315

August 12, 1999

MEMORANDUM NO.: (252-007-99-1)-1


FROM: H. P. Barker Jr., CPPOChief, Bureau of Procurement and Contracts Management



Delete: Pages 26-28

Add: Pages 26-60* (Rev 23 Aug 99)

This revision is necessary to place Hayes Computer and Integrated Conceptsas resellers. Also, to provide samples of order forms for various CA productlines. In addition, there are four programs for Enterprise Licenses that arenot available electronically at this time. The are Jasmine Enterprise EditionLicense Agreement and Order Form, Opal Enterprise Edition LicenseAgreement and Order Form, IT Enterprise Edition License Agreement and

Order Form, and Ingres II Enterprise Edition License Agreement and Order Form. These forms are available from the CA representative and areincorporated as part of this contract. These Order Forms are necessary for accurate accounting for licenses by CA. The General Conditions, SpecialConditions, and Licensing Agreement take precedence.

Any questions or problems in delivery or service that may arise regardingthis contract should be directed to Vonnie Allen at (850) 487-2304, Suncom277-2304, E-Mail: [email protected]

HPB/ml/sec



Suite 315

CERTIFICATION OF CONTRACT

TITLE: Computer Software, Computer Associates

CONTRACT NO.: 252-007-99-1

BID NO.: Negotiated EFFECTIVE: March 31, 1999through March 30, 2004

CONTRACTOR(S): SUPERSEDES: NewComputer Associates International, Inc. (A)

___________________________________________________________

ANY QUESTIONS, SUGGESTIONS, OR CONTRACT

SUPPLIER PROBLEMS WHICH MAY ARISE SHALL BEBROUGHT TO THE ATTENTION OF STEVE POOLE AT

(850) 488-4945, SUNCOM 278-4945, E-MAIL:

[email protected] (Rev 23 Oct 02)

A. AUTHORITY - Upon affirmative action taken by the State of FloridaDepartment of Management Services on March 25, 1999, a contracthas been executed between the State of Florida and the designatedcontractors.

B. EFFECT - This contract was entered into to provide economies in the purchase of Computer Software by all State of Florida agencies andinstitutions. Therefore, in compliance with Section 287.042, FloridaStatutes, all purchases of these commodities shall be made under theterms, prices, and conditions of this contract and with the suppliersspecified.

C. ORDERING INSTRUCTIONS - All purchase orders shall be issuedin accordance with the attached ordering instructions. Purchaser shall order at the prices indicated, exclusive of all Federal, State andlocal taxes.

All contract purchase orders shall show the State Purchasing contractnumber, product number, quantity, description of item, with unit prices extended and purchase order totaled. (This requirement may be waived when purchase is made by a blanket purchase order.)

FLORIDADEPARTMENT

OF MANAGEMENT

SERVICES

JEB BUSH

GOVERNOR


SECRETARY



F AX:

850-414-6122

NTERNET:

WWW.MYFLORIDA.COM



D. CONTRACTOR PERFORMANCE - Agencies shall report any vendor failure to performaccording to the requirements of this contract on Complaint to Vendor, form PUR 7017.Should the vendor fail to correct the problem within a prescribed period of time, then formPUR 7029, Request for Assistance, is to be filed with this office.

E. SPECIAL AND GENERAL CONDITIONS - Special and general conditions are enclosed for your information. Any restrictions accepted from the supplier are noted on the ordering

instructions.

F. CONTRACT APPRAISAL FORM - State Contract Appraisal, form PUR 7073 should be usedto provide your input and recommendations for improvements in the contract to StatePurchasing for receipt no later than 90 days prior to the expiration date of this contract.

_____________________________ Authorized Signature Date

DSP/sp/meb

Attachments



3

SPECIAL CONDITIONS

PURPOSE

The purpose of this bid is to establish a 60 month contract for the purchase of Computer Associates SoftwareProducts by all State of Florida agencies and other eligible users in accordance with Eligible Users paragraph,General Conditions. It is anticipated that the contract will be effective from 12/31/98 through 12/30/03.

ESTIMATED QUANTITIES

It is anticipated that the State of Florida agencies, and other eligible users, will expend approximately$7,000,000 annually under any contract resulting from this bid. These figures are given only as a guideline for preparing your bid and should not be construed as representing actual figures under the contract.

SPECIAL ACCOMMODATION

Any person requiring a special accommodation at State Purchasing because of a disability should call StatePurchasing at (850) 488-8440 at least five (5) workdays prior to any meeting. If you are hearing or speech

impaired, please contact the Division by using the Florida Relay Service which can be reached at 1 (800) 955-8771 (TDD).

SPECIAL SALES OFFERS

All purchases made from State contracts by State agencies, institutions and political subdivisions must be instrict adherence to all terms, conditions and prices contained therein; therefore, all contract suppliers and their representatives are required to present any "special" price proposals directly to State Purchasing.

SALES PROMOTIONS

It is understood that sales promotions may occur during the term of the contract that will lower the prices of some products for the period of the sales promotion. Any such reduction shall appear on the using agencyinvoices.

Sale pricing shall be made available to all users of the contract. Sales promotions shall be documented inwriting by the contractor to State Purchasing. Contractor shall specify start and ending dates of the salespromotion. State Purchasing will not accept sales promotions specifying limited quantities or closeouts.

DELIVERY REQUIREMENTS

All prices bid shall include delivery to purchaser within 14 days.

NOTICE TO CONTRACTOR

The employment of unauthorized aliens by any contractor is considered a violation of section 247A(e) of theImmigration and Nationalization Act. If the contractor knowingly employs unauthorized aliens, such violationshall be cause for unilateral cancellation of the contract.



4

PUBLIC ENTITY CRIMES

A person or affiliate who has been placed on the convicted vendor list following a conviction for a publicentity crime may not submit a bid on a contract to provide any goods or services to a public entity, may notsubmit a bid on a contract with a public entity for the construction or repair of a public building or publicwork, may not submit bids or leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not

transact business with any public entity in excess of the threshold amount provided in f.s. 287.017 for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.

SURCHARGE USER FEE AND SUMMARY OF TOTAL SALES

State Purchasing hereby imposes a vendor surcharge fee of .5% on contractors' sales under any contractresulting from this bid. The fee will be paid by the contractor and must be included in prices bid and cannot beadded as a separate item. Use of this contract will be optional by State Agencies. If a State Agency elects topurchase from a source other than the resulting State contract, such purchases shall be in accordance withChapter 287, F.S., and 60A Florida Administrative Code.

After receipt of payment from the contract purchases, all vendor surcharge fees shall be payable to the State of Florida no later than 15 days after the end of each quarter.

Vendor surcharge fee and contract number should be noted on the check and remitted to:State of FloridaDepartment of Management ServicesP.O. Box 5438Tallahassee, FL 32314-5438

Contract supplier shall furnish State Purchasing a detailed summary of sales at the end of each quarter. Bysubmission of these Sales Summary reports and corresponding vendor surcharge deposits, the contractor(s) is

certifying their correctness. All such reports and fee deposits shall be subject to audit by the State of Florida.Summary information shall be provided each quarter and shall include the following:

A. State Contract Number B. Identity of Purchaser C. Type of Software SoldD. Total Sales of software/new license sales per quarter and year-to-dateE. Total Sales of upgrade advantage (maintenance)/interim releases and upgrades purchased per

quarter and year-to-dateF. Total Sales per quarter and year-to-date

Failure to comply with these requirements will result in the contract supplier being found in default, in which

case any and all reprocurement costs and all outstanding vendor surcharge fees may be charged against thedefaulting contractor and may result in immediate, unilateral cancellation of your contract by StatePurchasing.

PRICE LISTS

On any contract where pricing is based on a Manufacturer's or Dealer's published price list (net or discounted),the price list must be provided by the BIDDER as part of the bid package in hard copy, and on a 3.5 inchdiskette as a Word For Windows file. Any subsequent revisions shall be submitted in the same format to StatePurchasing CONTRACT ADMINISTRATOR, for review and approval prior to implementation.



5

Diskette must be formatted as:• "Word for Windows"• Font: Times New Roman 12• Preset tabs only• Margins: .5 Left and .5 Right, .5 Top and 1.0 Bottom• Portrait only-no landscape• No Tables

• No Headers or Footers• No Excel Files• State Purchasing, at its discretion, may allow the CONTRACT HOLDER to configure its own PRICE LIST of eligible offerings and to post the prices on the CONTRACT HOLDERS Internet Home Page. However, allinitial pricing and any subsequent price changes must be reviewed and approved by State Purchasing ContractAdministrator before they can be posted to the CONTRACT HOLDER Internet Home Page.

Failure to submit the information required in this section will be grounds for disqualification of your bidand/or removal from any resulting contract.

INTERNET HOME PAGE

The Contract resulting from this bid will become a public document. The State of Florida, State Purchasing isusing the Florida Communities Network (FCN) on the Internet World Wide Web (WWW) to distribute StateTerm Contracts and product information to eligible users and other interested entities who may subscribe tothis service and pay the appropriate access fee.

While not required at this time, each CONTRACT VENDOR is encouraged to develop and maintain a HOMEPAGE on the Internet WWW. The Home Page must be compatible with the most recent version of browser software being used by State Purchasing. As of the writing of this solicitation, Netscape Navigator 3.0 is theState Purchasing browser standard. State Purchasing intends to upgrade to new browser versions as they

become available and fully tested, at its discretion.

The Universal Resource Locator (URL) for the INTERNET HOME PAGE must be listed in the spaceprovided on the Ordering Instructions page of the bid.

WARRANTY

Contractor shall warrant software, media, and documentation against defects in workmanship for one (1) year.



6

YEAR 2000 COMPLIANCE WARRANTY

The contractor warrants that each item of hardware, software, and/or firmware delivered, developed or modified under this contract shall be able to accurately process date data (including, but not limited to,calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries,including leap year calculations, when used in accordance with the item documentation provided by thecontractor, provided that all items (e.g. hardware, software, firmware) used in combination with other

designated items properly exchange date data with it. The duration of this warranty and the remedies availableto the State for breach of this warranty shall be as defined in , and subject to, the terms and limitations of anygeneral warranty provisions of this contract, provided that notwithstanding any provisions to the contrary insuch warranty provision(s), or in absence of any such warranty provision(s), the remedies available to theState under this warranty shall include repair or replacement of any item whose non-compliance is discoveredand made known to the contractor in writing within ninety (90) days after acceptance. Nothing in this warrantyshall be construed to limit any rights or remedies the State may otherwise have under this contract with respectto defects other than Year 2000 performance.

YEAR 2000 COMPLIANCE (SOFTWARE)

The licensor represents and warrants that the software, which is licensed to licensee hereunder, is designed tobe used prior to, during, and after the calendar year 2000 AD, and that the software will operate during eachsuch time period without error relating to date data, specifically including any error relating to, or the productof, date data which represents or references different centuries or more than one century. Without limiting thegenerality of the foregoing, Licensor further represents and warrants (1) that the software will not abnormallyend or provide invalid or incorrect results as a result of date data, specifically including date data whichrepresent of references different centuries or more than one century; (2) that the software has been designed toensure year 2000 compatibility, including, but not limited to, date data century recognition, calculations whichaccommodate same century and multi-century formulas and date values, and date data interface values thatreflect the century; (3) that the software included "year 2000 capabilities", which means the software (a) willmanage and manipulate data involving dates, including single century formulas and multi-century formulas,

and will not cause an abnormally ending scenario within the application or generate incorrect values or invalidresults involving such dates; and (b) provided that all date-related user interface functionalities and data fieldsinclude the indication of century; and (c) provided that all date-related data interface functionalities include theindication of century.

YEAR 2000 REMEDY CLAUSE

In the event of any decrease in hardware and software program functionality related to time and date relatedcodes and internal subroutines that impede the hardware or software programs from operating beyond theMillennium Date Change, Licensors and Vendors of Licensors products, agree to immediately make requiredcorrections to restore hardware and software programs to the same level of functionality as warranted herein at

no charge to the licensee, and without interruption to the ongoing business of licensee, time being of theessence.

NOTE: Computer Associates agrees to immediately commence to make required corrections to restore itshardware (if any) and its software programs to the same level of functionality as warranted herein at no chargeto licensee, and to avoid interruption to the ongoing business of licensee, time being of the essence. Computer Associates will not supply hardware under this contract and all software products supplied by Computer Associates will be Year 2000 compliant as required by the Year 2000 Warranty.



7

CA will also provide eligible clients with a dedicated on-site support representative, on a limited "as available"basis, from December 30, 1999 to January 4, 2000 to assist in production system cut over, for CA productsincluded in the program. Those clients will only have to pay for travel and meal expenses - not for any billablehours. CA is committing to full staffing during this period, with all designated technical support personnel on24x7 alert. In addition, a Millennium Watch "ombudsman" will be assigned to each of CA's 50 worldwidesupport centers. These management contacts will be available on a 24x7 basis to assist in escalating Y2K issues, and to provide a focal point in each center for contingency planning. A dedicated Web site,

www.cai.com/2000, will serve as a primary, quick-response clearinghouse for information on CA softwareand services, including technical tips and management insights for a successful Y2K conversion, services andsupport contacts, and relevant data on current and prior CA product releases. Clients currently subscribing toCA's Total Client Care service will also have a direct link into support for up-to-the-minute Y2K updates.

FORCE MAJURE

Neither party shall be liable for any delays or failures in performance due to circumstances beyond its control.

LIMITATION OF REMEDIES

Contractor's entire liability and the State's exclusive remedy shall be as follows:

In all situations involving performance or non-performance of machines or programming (other than licensedprograms) furnished under this Agreement, the State's remedy is (a) the adjustment or repair of the machine or replacement of its parts by Contractor, or at Contractor's option, replacement of the machine or correction of programming errors, or (b) if, after repeated efforts, Contractor is unable to install the machine or areplacement machine, model upgrade or feature in good working order, or to restore it to good working order,or to make programming operate, all as warranted, the State shall be entitled to recover actual damages to thelimits set forth in this Special Condition. For any other claim concerning performance or non-performance byContractor pursuant to, or in any other way related to the subject matter of, this Agreement or any order under this Agreement, the State shall be entitled to recover actual damages to the limits set forth in this Special

Condition.

If this contract is for purchase of machines, then the following shall apply:Contractor's entire liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to the greater of $100,000 or theappropriate price stated herein for the specific machines that caused the damages or that are the subject matter of or are directly related to the cause of action. The foregoing limitation of liability will not apply to (a) thepayment of cost and damage awards referred to in the General Condition 14 entitled "Patents and Royalties",or to (b) claims for reprocurement costs or the cost of cover pursuant to Division of Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims for personal injury or damage to real or tangible personal propertycaused by Contractor's negligence or tortuous conduct.



8

If this contract is for the purchase of hardware maintenance services, then the following shall apply:Contractor's entire liability and the State's exclusive remedy for damages to the State for any causewhatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall belimited to actual damages up to the greater of $100,000 or an amount equal to 12 months maintenance chargesfor the specific machines under this Agreement that caused the damages or that are the subject matter of, or are directly related to, the cause of action arose. The foregoing limitation of liability will not apply to (a) thepayment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties" or to

(b) claims for reprocurement costs or costs to cover pursuant to Division of Purchasing Rule 60A-1.006(4)entitled "Default", or to (c) claims by the State for personal injury or damage to real property or tangiblepersonal property caused by the Contractor's negligence or tortuous conduct.

If this contract is for purchase of software maintenance services, then the following shall apply:Contractor's entire liability and the State's exclusive remedy for damages to the State for any causewhatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall belimited to actual damages up to the greater of $100,000 or an amount equal to 12 months maintenance chargesfor the specific software product under this Agreement that caused the damages or that are the subject matter of, or are directly related to, the cause of action. Such maintenance charges will be those in effect for thespecific software product when the cause of action arose. The foregoing limitation of liability will not apply

to (a) the payment of cost and damage awards referred to in General Condition 14 entitled "Patents andRoyalties", or to (b) claims for reprocurement costs or the cost of cover pursuant to State Purchasing Rule60A-1.006(4) entitled "Default", or to (c) claims by the State for personal injury or damage to real property or tangible personal property caused by Contractor's negligence or tortuous conduct.

If this contract is for services other than hardware or software maintenance, then the following shall apply:Contractor's entire liability and the state's exclusive remedy for damages to the state for any cause whatsoever,and regardless of the form of action, whether in contract or in tort including negligence, shall be limited toactual damages up to the greater of $100,000 or an amount equal to the charges invoiced for the serviceswhich are the subject matter of, or are directly related to, the cause of action. The foregoing limitation of liability will not apply to (a) the payment of cost and damage awards referred to in General Condition 14

entitled "Patents and Royalties" or to (b) claims for reprocurement costs or costs to cover pursuant to StatePurchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims by the Department for personal injury or damage to real property or tangible personal property caused by the Contractor's negligence or tortuousconduct.

If this contract is for acquisition of licensed programs, including personal computer licensed programs, thenthe following shall apply:



9

Contractor's entire liability and the State's exclusive remedy shall be as follows: In all situations involvingperformance or non-performance of licensed programs furnished under this Agreement, the State's remedy is(1) the correction by the Contractor of licensed program defects, or (2) if, after repeated efforts, the Contractor is unable to make the licensed program operate as warranted, the State shall be entitled to recover actualdamages to the limits set forth in this section. For any other claim concerning performance or non-performance by the Contractor pursuant to, or in any way related to, the subject matter of this Agreement theState shall be entitled to recover actual damages to the limits set forth in this section. Contractor's liability for

damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or intort including negligence, shall be limited to the greater of $100,000 or the one time charges paid for, or anymonthly license or initial license charges which would be due for 12 months use of the licensed program thatcaused the damages or that is the subject matter of, or is directly related to, the cause of action and shallinclude any initial or process charges paid to the Contractor. This limitation of liability will not apply to (a) thepayment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties" or to(b) claims for reprocurement costs or the cost of cover pursuant to State Purchasing Rule 60A-1.006(4)entitled "Default", or to (c) claims for personal injury or damage to real or tangible personal property causedby the Contractor's negligence or tortuous conduct.

Contractor shall hold and save the State harmless for any and all suits and judgments against the State for

personal injury or damage to real or tangible personal property caused by Contractor's tortuous conduct in theperformance of this Agreement provided that, (a) the State promptly notifies Contractor in writing of anyclaim, and (b) Contractor shall be given the opportunity, at its option, to participate and associate with theState in the control , defense and trial of any claims and any related settlement negotiations and, providedfurther, that with respect to any claim, or portion thereof, for which Contractor agrees at the initiation of suchclaim that Contractor shall save and hold the State harmless, Contractor shall have the sole control of thedefense, trial and any related settlement negotiations, and (c) the State fully cooperates with Contractor in thedefense of any claim.

In no event, however, will Contractor be liable for (a) any damages caused by the State's failure to perform theState's responsibilities, or for (b) any lost profits or other consequential damages, even if Contractor has been

advised of the possibility of such damages, or for (c) any claim against the State by any other party, except asprovided in the hold harmless provision of the preceding paragraph of this Special Condition and except asprovided in the General Condition 14 entitled "Patents and Royalties", or for (d) any damages caused byperformance or non-performance of machines or programming located outside the United States or PuertoRico.

QUALITY ASSURANCE

The contractor, during the contract term, upon mutual agreement, will provide reasonable travel and lodgingaccommodations for one (1) to three (3) government employees to perform an on site inspection of themanufacturing process(es) and review of the manufacturer’s product quality control(s) and total quality

management program(s). The contractor will reimburse the State for actual transportation cost, per diem andincidental expenses as provided in Section 112.061, Florida Statutes. It is the State’s desire that the contractor provide demonstration of quality control for improvement rather than post production detection,

RESPONSIBILITIES

Computer Associates shall maintain and update the licensing records of each eligible agency that purchasesfrom the contract. In turn, the agencies shall designate a liaison to maintain pertinent records and informComputer Associates of any changes.



10

ORDER OF PRECEDENCE

If there is a conflict between the Computer Associates Agreement, its Amendment with the provisions of theGeneral and Special Conditions then the General and Special Conditions shall take precedence and govern.

YEAR 2000 PRODUCT COMPLIANCE LIST

LINK TO THE WEB PAGE-http://www.cai.com/products/ca2000/y2000cl.htm

Year 2000 Information and Readiness Disclosure Act of 1998: Information contained on Computer Associates' past and present Year 2000 Internet Website pages regarding products and services offered byComputer Associates are "Year 2000 Readiness Disclosure" as defined by the Year 2000 Information andReadiness Disclosure Act of 1998. (Public Law 105-271, 112 Stat. 2386, a U.S. statute), enacted on October 19, 1998. Computer Associates' Year 2000 Internet website pages have been and will continue to be our primary mechanism where information about the Year 2000 compliance of our products and services areposted or otherwise made accessible to the general public.



11

LICENSE AGREEMENT

This License Agreement between THE STATE OF FLORIDA, STATE PURCHASIG ("Licensee") located at4050 ESPLANADE WAY, TALLAHASSEE, FL 32399-0950 and Computer Associates International, Inc.("CA") covers Program Products to be licensed by Licensee pursuant to Order Forms which may be submittedand accepted from time to time.

When CA accepts an Order Form, Licensee will have, subject to the terms and conditions of this Agreement,a nontransferable and nonexclusive license to use the Program Product(s), optional features, if any, and relatedmaterials (collectively the "Licensed Program") described in the Order Form(s) referencing this Agreement.This Agreement applies to all program code, documentation, training materials, and enhancements embodyingor related to the Licensed Program and any subsequent versions or releases of the Licensed Program whichmay be delivered to Licensee and the definition of Licensed Program includes all such code, documentation,materials and enhancements.

USE OF LICENSED PROGRAM

This Agreement authorizes Licensee to use the Licensed Program(s), covered by Order Form(s) accepted byCA, only with the Designated CPU(s) of Licensee at the installation site of Licensee identified on the Order

Form and only for the internal operations of Licensee and for the processing of its own data.

TITLE, CONFIDENTIALITY AND RESTRICTIONS

Title to the Licensed Program remains with CA, and the Licensed Program is a trade secret and the proprietaryproperty of CA. Licensee and its employees will keep the Licensed Program strictly confidential, and Licenseewill not disclose or otherwise distribute the Licensed Program to anyone other than Licensee's authorizedemployees. Licensee will not remove or destroy any proprietary markings of CA. Licensee will not permitanyone except its authorized employees to have access to the Licensed Program. Except for archive purposes,Licensee will not make or permit others to make copies of or reproduce any part of the Licensed Program inany form without the prior written consent of CA. In no event will Licensee decompile, disassemble or otherwise reverse engineer any Licensed Program.

If Licensee moves its computer installation, the Licensed Program can be transferred to the new location for use on the Designated CPU(s) without a relocation charge to Licensee, but Licensee must give prior writtennotice to CA of such move and confirm to CA that the old computer installation has been closed. If Licenseedesires, subject to obtaining CA's prior written consent, to operate the Licensed Program subsequent to achange of control of Licensee or other than with the Designated CPU(s) or other than at Licensee's installationsite identified on the Order Form, Licensee will be required to pay to CA the then applicable upgrade,supplemental, transfer or replacement fees of CA. In no event can the Licensed Program be transferred outsideof county boundaries.

If this Agreement should terminate for any reason, Licensee shall in certify in writing to CA that all copies or

partial copies of the License Program have been either returned to CA or otherwise destroyed and deletedfrom any computer libraries or storage devices and are no longer in use by Licensee.



12

ENTIRE AGREEMENT AND MODIFICATIONS

This Agreement, including the reverse side of this Agreement, the Order Form(s) and any other exhibitsattached to this Agreement, represents the entire agreement between CA and Licensee with respect to theLicensed Program, and CA and Licensee agree that all other agreements, proposals, purchase orders,representations and other understandings concerning the Licensed Program, whether oral or written, betweenthe parties are superseded in their entirety by this Agreement. No alterations or modifications of thisAgreement will be valid unless made in writing and signed by the parties. No attachment, supplement or

exhibit to this Agreement shall be valid unless initialed by an authorized signatory of CA.

(See Next Page For Additional Important Provisions)

COMPUTER ASSOCIATES INTERNATIONAL, INC. LICENSEE THE STATE OF FLORIDA

By:__________________________________ By:_________________________ (Authorized Signature) (Authorized Signature)

____________________________________ ____________________________

Name of Person Signing Type or Print Name of Person Signing

____________________________________ ____________________________ Date Title

___________________________________ _____________________________ License Agreement No. Date

LIMITED WARRANTY

CA warrants that it can grant the license described in this Agreement and the Order Form(s) and CA willdefend or, at its option, settle any action at law against Licensee based upon a claim that Licensee's use of the

Licensed Program in accordance with this Agreement infringes any patent, copyright or other intellectualproperty right of any third party. CA also represents that the Licensed Program will operate according to thespecifications published by CA for the Licensed Program. If it is determined that the Licensed Program doesnot operate according to such specifications, CA's only responsibility will be to use its best efforts, consistentwith industry standards, to cure the defect.

Any warranties made by CA (other than that of noninfringement) will extend and be in effect only for theperiod that Licensee is entitled to use the Licensed Program and for which Licensee shall have paid the Usageand maintenance Fee, if applicable. With respect to hardware equipment supplied by CA, CA will, uponrequest, assign to Licensee any warranties which may be made by the original manufacturer of such hardwareequipment.

In the event that Licensee makes any changes or modifications to the Licensed Program, Licensee agrees thatsuch changes and modifications shall be the property of CA, unless CA shall have given its prior writtenconsent to the contrary. Furthermore, any such changes or modifications made by Licensee to a LicensedProgram will mean that the foregoing limited warranty of CA with respect to such Licensed Program shall nolonger apply, and CA shall have the right to charge Licensee for additional support services at CA's thenprevailing service rate, but CA shall have no obligation to provide such services.



13

WARRANTY AND LIABILITY LIMITATIONS

EXCEPT AS SET FORTH ABOVE, NO OTHER WARRANTIES, WHETHER EXPRESS OR

IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY CA AND

CA MAKES NO WARRANTIES WITH RESPECT TO ANY HARDWARE EQUIPMENT WHICH

CA MAY SUPPLY TOGETHER WITH THE LICENSED PROGRAM OR FOR THE

IMPLEMENTATION THEREOF. IN NO EVENT WILL CA BE LIABLE TO LICENSEE OR ANY

OTHER PARTY FOR ANY LOSS, INCLUDING TIME, MONEY, GOODWILL ANDCONSEQUENTIAL DAMAGES, WHICH MAY ARISE FROM THE USE, OPERATION OR

MODIFICATION OF THE LICENSE PROGRAM.

DISASTER RECOVERY

In the event that Licensee certifies in writing to CA that it has a bona fide disaster recovery plan with respectto the computer software programs used in its operations, Licensee may make one copy of the LicensedProgram for archival purposes and use such archival copy on a CPU other than the Designated CPU or at aninstallation site other than that identified on the Order Form, such other CPU or installation site to be owned or controlled by Licensee. The use of such archival copy shall be limited (a) for the purpose of conductinglimited testing of the disaster recovery plan's procedures and effectiveness (which testing shall not exceed one

week in any three month period) and (b) during any period subsequent to the occurrence of an actual disaster during which the Licensee cannot operate the Licensed Program on the Designated CPU or at the installationsite identified on the Order Form. Licensee agrees to furnish such further documentation with respect to itsdisaster recovery plan and procedures as CA may request from time to time.

ASSIGNMENT

Licensee may not assign this Agreement, the use of any Licensed Program or its rights and obligations under this Agreement without the prior written consent of CA. CA, however, may assign this Agreement to any thirdparty, provided that such party assumes the obligations of CA under this Agreement. CA may also assign itsright to payment under this Agreement or grant a security interest in this Agreement or such payment right toany third party without requiring that such third party be liable for the obligations of CA under this

Agreement.

ESCROW OF SOURCE CODE

CA has deposited a copy of the source code of the Licensed Program with Mendelsohn, Kary, Bell & Natoli,666 Fifth Avenue, New York, NY 10103. Such source code will be updated with each new release of theLicensed Program which will also be deposited with the escrow agent. Such copies of the source code will beheld in escrow and in the event of a final adjudication of CA as bankrupt, Licensee will, upon payment of theduplication cost and other handling charges of the escrow agent, be entitled to obtain a copy of such sourcecode from the escrow agent. Licensee will, however, only use such copy of the source code internally tosupport the Licensed Program. The escrow agent's only responsibility will be to use its good faith efforts tocause a copy of the source code, in the form as delivered by CA, to be delivered to Licensee at the appropriate

time.

TAXES AND DUTIES

The amounts set forth on any Order Form are exclusive of any tariffs, duties or taxes imposed or levied by anygovernment or governmental agency including, without limitation, federal, state and local sales, use, valueadded and personal property taxes, and Licensee agrees to pay any such tariffs, duties or taxes (other thanfranchise and income taxes for which CA is responsible) upon presentation of invoices by CA. Any claimedexemption from such tariffs, duties or taxes must be supported by proper documentary evidence delivered toCA.



14

BREACH AND TERMINATION

If Licensee breaches any term of the Agreement or any Order Form or fails to pay when due any valid invoicerendered by CA, or if the Licensee becomes insolvent or if bankruptcy or receivership proceedings areinitiated by or against Licensee, CA shall have the right to terminate this Agreement immediately and, inaddition to all other rights of CA, all amounts which would have become due and payable under thisAgreement and Order Form will immediately become due and payable to CA. Any invoice which is unpaid byLicensee when due shall be subject to an interest charge of 2% per month or part thereof plus such late

payment charge as CA may reasonably require to cover its additional costs of administration and collection.



15

ADDENDUMTO LICENSE AGREEMENT OF

THE STATE OF FLORIDA ("LICENSEE")AND

COMPUTER ASSOCIATES INTERNATIONAL, INC. ("CA")FOR

CONTRACT NUMBER _______________

The License Agreement referenced herein is amended as follows:

1. The following is added to the paragraphs entitled "Limited Warranty" and “Warranty And LiabilityLimitations” following the last sentence thereof:

“The foregoing provision shall not limit or interfere with express warranty or liability provisionscontained in the Limitation of Remedies, Year 2000 Compliance (Software) or any other warranty or liability provisions contained in this contract.”

2. The provision entitled “Taxes And Duties” is hereby deleted in its entirety and replaced with the

following:

State of Florida General Condition entitled “Taxes” attached hereto.

3. The provision entitled “Breach And Termination” is hereby deleted in its entirety and replaced withthe following:

State of Florida General Condition entitled “Invoicing And Payment” and State of Florida GeneralCondition entitled “Cancellation” attached hereto.

COMPUTER ASSOCIATES LICENSEE: THE STATE OF FLORIDAINTERNATIONAL, INC.

By: __________________________ By: ___________________________ (Authorized Signature) (Authorized Signature)

__________________________ ___________________________ (Name) (Name)

__________________________ ____________________________ (Title) (Title)

__________________________ ____________________________ (Date) (Date)



16

ATTACHMENT

TAXES: The State of Florida does not pay Federal Excise and Sales taxes on direct purchases of tangiblepersonal property. See tax exemption number on face of purchase order. This exemption does not apply topurchases of tangible personal property made by contractors who use the tangible personal property in theperformance of contracts for the improvement of state owned real property as define in Chapter 192, F.S.

INVOICING AND PAYMENT: The contractor shall be paid upon submission of properly certified invoicesto the purchaser at the prices stipulated on the contract at the time the order is placed, after delivery andacceptance of goods or services, less deductions if any, as provided. Invoices shall contain the contractnumber, purchase order number and the contractor’s SPURS vendor number. An original and three (3) copiesof the invoice shall be submitted. Failure to follow these instructions may result in delay in processinginvoices for payment. INTEREST PENALTIES: Payment shall be made in accordance with Section215.422, F.S., which states the contractor's rights and the State agency's responsibilities concerning interestpenalties and time limits for payment of invoices. VENDOR RESPONSE SYSTEM: To access aninteractive Voice Response System for vendor payment inquiry, vendors may call (850) 413-7269 between 7a.m. and 6 p.m. Monday through Friday to check on the status of payments by State agencies. The system canaccommodate English and Spanish speaking callers. VENDOR OMBUDSMAN: Vendors providing goods

and services to an agency should be aware of the following time frames. Upon receipt an agency has five (5)working days to inspect and approve the goods and services, unless the response specifications, purchase order or contract specifies otherwise. An agency has 20 days to deliver a request for payment (voucher) to theDepartment of Banking and Finance. The 20 days are measured from the latter of the date the invoice isreceived or the goods and services are received, inspected and approved. If a payment is not available within40 days, a separate interest penalty set by the Comptroller pursuant to Section 55.03, F.S., will be due andpayable, in addition to the invoice amount to the vendor. To obtain the applicable interest rate, contact theagency purchasing office. The interest penalty provision applies after a 35 day time period to health careproviders, as defined by rule. Interest penalties of less than one (1) dollar will not be enforced unless thevendor requests payment. Invoices which have to be returned to a vendor because of vendor preparation errorswill result in a delay in the payment. The invoice payment requirements do not start until a properly completed

invoice is provided to the agency. A Vendor Ombudsman has been established within the Department of Banking and Finance. The duties of this individual include acting as an advocate for vendors who may beexperiencing problems in obtaining timely payment(s) from a State agency. The Vendor Ombudsman may becontacted at (850) 488-2924 or by calling the State Comptroller's Hotline, 1-800-848-3792. State Purchasingshall review the conditions and circumstances surrounding non-payment, and unless there is a bona fidedispute, State Purchasing may, in writing, authorize the contract supplier to reject and return purchase ordersfrom said agency until such time as the agency complies with the provisions of Section 215.422, F.S.

CANCELLATION: All contract obligations shall prevail for at least one hundred eighty (180) days after effective date of the contract. Also, cancellation may be required in accordance with Section 287.042(2)(b)and (c), F.S. In addition to the provisions of the Renewal Paragraph, the protection of both parties, this

contract may be cancelled in whole or in part by either party by giving thirty (30) days prior notice in writingto the other party.



17

ORDER FORMS

Computer Associates International, Inc. requires an official CA order form accompany the agency purchaseorder. The CA representative will assist by providing this form, in completing the appropriate order form, andobtaining the necessary signatures. Samples of these order forms are included with this document for your convenience as examples of the approved language. The General Conditions, Special Conditions andLicensing Agreement of this contract take precedence over any and all order forms. There are four programsfor Enterprise Licenses that are not available electronically at this time.

Jasmine Enterprise Edition License Agreement and Order Form

Opal Enterprise Edition License Agreement and Order FormIngress II Enterprise Edition License Agreement and Order FormIT Enterprise Edition License Agreement and Order Form

These forms are available from the CA representative and incorporated as part of this contract. These Order Forms are necessary for accurate accounting for licenses by Computer Associates International, Inc.

(Rev 23 Aug 99)COMPUTER ASSOCIATES ORDER FORM

Computer Associates International, Inc. One Computer Associates Plaza Islandia, NY 11788-7000

(516) 342-5224 FAX (516) 342-5329

Licensee Name And Address:____________________________________________________________

____________________________________________________________________________________

License Agreement No.:_________________________ If Tax Exempt, Number: ________________

(attach certificate)

Installation/Service Site Location: (If different from above) ____________________________________

Installation/Service Site I.D. No.:__________________________________________________________

Licensee Technical Contact Person:_____________________________ Phone:__________________

Licensee Billing Address: (If different from above)____________________________________________

Licensee Billing Contact Person: (If different from above)_______________________ Phone:________

Licensee Shipping Address: (If different from above)___________________________________________

Licensee Shipping Contact Person:______________________________ Phone:___________________

Installation No.:____________ for password protected products. Licensee P.O. No.: (If required) _______

Initial Media Type (check one): T1600 T6250 C3480 Other______________________

(Describe)

CA Supplemental No. CPU Maximum Initial Invoice

To be completed by Licensed Program(s), Operating Serial Power Units Amount

Sales Accounting Services or Materials Manufacturer Model System No. Or Users (Net of Taxes)



18

Effective Date of this Order:___________________________

A0:Five equal payments in the amount of $____per year G0: A single payment in the amount of $____for:

A8: Three equal payments in the amount of $_______ per year Services (attach description)

G1: A single payment in the amount of $____________ Upgrade to CPU designated above

G2: Thirty six equal payments in the amount of $_______per month from CPU ___________________

G3: A single payment in the amount of $__________ Mfg. Model Op. Sys. Serial No.

G4: A single payment in the amount of $__________ Maintenance Reinstatement through ___

G5: A single payment in the amount of $__________ Transfer Fee (attach description) Date

G6: Three equal payments in the amount of $______ per year Other Supplemental Fee

(attach description)

G7: Thirty-six equal payments in the amount of $_________ per month

If applicable, change to Pay Option specified above from Pay Option__________

for Licensed Program________________________

(See Next Page for a detailed description of each Pay Option and for additional important provisions.)

Computer Associates International, Inc. Licensee

By:_________________________________________ By:_________________________________ (Authorized Signature) (Authorized Signature)

____________________________________________ ____________________________________

Name of Person Signing Type or Print Name and Title of Person Signing

____________________________________________ _____________________________________

Date Date

PAY OPTION PLAN DESCRIPTIONS

A0: Five equal annual payments inclusive of usage and maintenance for the five-year period. Thereafter, continuedusage of the Licensed Program and maintenance will be subject to the same UMF as is applicable under option G1below.

A8: Three equal annual payments inclusive of usage and maintenance for the three-year period. Thereafter,continued usage of the Licensed Program and maintenance will be subject to the same UMF as is applicable under option G1 below.

G1: A one-time fee ("OTF") inclusive of usage and maintenance for a one-year period. Thereafter, continued usageof the Licensed Program and maintenance will be subject to an annual usage and maintenance fee ("UMF") equal to

the then prevailing OTF for the Licensed Program multiplied by the then prevailing UMF rate for the LicensedProgram.

G2: Thirty-six equal monthly payments inclusive of usage and maintenance for the three-year period. Thereafter,continued usage of the Licensed Program and maintenance will be subject to the same UMF as is applicable under option G1 above.

G3: A single payment for a three-year term license, inclusive of usage and maintenance for the three-year period.Thereafter, the license will be renewed on the same terms and conditions, but subject to the then prevailing G3 licensefee.



19

G4: A single payment for a two-year term license, inclusive of usage and maintenance for the two-year period.Thereafter, the license will be renewed on the same terms and conditions, but subject to the then prevailing G4 licensefee.

G5: A single payment for a one-year term license, inclusive of usage and maintenance for the one-year period.Thereafter, the license will be renewed on the same terms and conditions, but subject to the then prevailing G5 licensefee.

G6: Three equal annual payments for a three-year term license, inclusive of usage and maintenance for the three-year period. Thereafter, the license will be renewed on the same terms and conditions, but subject to the then prevailingG6 license fee.

G7: Thirty-six equal monthly payments for a three-year term license, inclusive of usage and maintenance for thethree-year period. Thereafter, the license will be renewed on the same terms and conditions, but subject to the thenprevailing G7 license fee.

G0: A single payment for the limited purpose(s) set forth on this Order Form without effecting any change in anyexisting license except as specifically set forth.

RENEWALS

All renewals shall be automatic unless either CA or Licensee shall, within thirty days prior to the expiration of thelicense period or any renewal period, give written notice to the other party of its intention not to renew. If theapplicable UMF shall be discontinued at any time, reinstatement shall be subject to a reinstatement charge equal to

150% of the then prevailing UMF multiplied by the number of years and part thereof during which usage andmaintenance of the Licensed Program shall have been discontinued.



20

SCHEDULE OF TERMS

Unless otherwise indicated, license fees, OTFs and UMFs are per CPU and are applicable only to Designated CPU(s)and licensed installation sites of Licensee. The right to use or benefit from the Licensed Program (if initially licensedafter November 1, 1992) extends to any majority-owned subsidiary of Licensee (notwithstanding more restrictiveprovisions which may be found in the License Agreement referenced by this Order Form) provided such subsidiaryagrees to comply with the referenced License Agreement and this Order Form. Such use of the Licensed Program isrestricted to the internal operations of the Licensee and any such subsidiary for the processing of its own data. Anyproposed change in any of the foregoing, including a change of control of the Licensee or Licensee's business, shallbe subject to CA's prior written consent and payment of all applicable charges. Licensee shall furnish to CA suchdocumentation and access to its facilities as CA may request from time to time to verify compliance with theprovisions hereof. All fees and charges are payable in advance upon receipt of invoice.

UPGRADE

License restrictions (such as the Designated CPU limitation) may be upgraded or expanded at any time during theterm of the Order upon prior written notice to CA. The expiration date of the term of the Order or the then currentusage and maintenance period for the existing license shall not change, and it shall apply to the upgraded or expandedlicense. All applicable upgrade fees and adjustments to the license fees and applicable UMFs for an upgraded or expanded license shall be determined in accordance with CA's policy and prices prevailing at the time of the upgrade.

ADDITIONAL CPU(s)

Additional CPU(s) at the same installation site may be licensed to use the Licensed Program. In order to add one or more CPU(s), one copy of the Licensed Program at the installation site must either have an existing license to run ona CPU in the highest CPU group at the installation site, or be upgraded to a CPU in that highest CPU group inaccordance with the "Upgrade" policy of CA. The license for additional CPU(s) may be an Option G1, G2, A0 or A8only if the license for the Licensed Program in the highest CPU group shall be an Option G1, G2, A0 or A8.Provided that the first CPU has been upgraded to or is licensed for use in the highest CPU group at the installationsite, the license fee, and any subsequent UMF, for each additional CPU at the same installation site shall be the thenprevailing license fee or UMF, as the case may be, applicable to the additional CPU. In all cases, such additionalCPU license fee or UMF shall only apply during such time as the Order and UMF for the Licensed Program in thehighest CPU group shall be current and in effect.

CONVERSION CREDIT

A "Rightsizing Credit" may be available when Licensee decides to change the hardware platform or operating systemfor which the Licensed Program was originally licensed to another platform or different operating system such as aworkstation or personal computer. In qualifying instances, the Rightsizing Credit will be equal to the license feeactually paid for the original Licensed Program on the original hardware platform or operating system (less a usagecharge of 2% per month) up to a maximum credit of one-half of the fee otherwise applicable. (No cash refunds willbe payable under any circumstance.) Rightsizing Credits are available only in respect to Licensed Programs under active maintenance status and to Licensees that maintain enrollment in CA's Total Client Care Program.

CLIENT SERVICES

New releases or Licensed Program upgrades are not included as a part of annual maintenance and support services for workstation and micro computer software. All of the terms and conditions contained in the License Agreementreferred to in this Order Form shall apply to the Services ordered hereunder. All programs, documentation, reports,

techniques, designs and other materials prepared or created by CA shall remain the property of CA and shall notconstitute work made for hire under the Copyright Act. The fees set forth in this Order Form for Services, as morefully set forth in the attached description(s), do not include out-of-pocket expenses (such as transportation, lodging,meal per diem, and other expenses) incurred by CA while providing the Services ordered, which expenses will becharged to the Licensee from time to time or upon completion of the ordered Services. If performance of the Servicesis delayed due to Licensee's failure to provide required computer access or personnel or similar reasons, Licenseeshall pay CA's then prevailing daily charge, plus reimbursement of all such out-of-pocket expenses, for eachadditional day for each person assigned by CA to provide the Services.



21

REFERENCED LICENSE AGREEMENT

The terms and conditions of the License Agreement or prior Order Form, as the case may be, referenced by this Order Form shall apply to this Order Form. If any provision of the License Agreement or prior Order Form, as the case maybe, shall contradict any provision of this Order Form, the provisions of this Order Form shall apply with respect to theLicensed Program(s) described herein. If the License Agreement referred to in this Order Form currently provides for a license of Licensed Program(s) for use on an "installation or site basis," then the same shall be amended, for purposes of the Licensed Program(s) covered by this Order Form, to a license for use on a "per CPU" basis.

NOTICESAll notices, invoices and other communications hereunder shall be delivered to Licensee and CA at their respectiveaddresses set forth in this Order Form unless changed by similar notice.



22

ADDENDUMTO

ORDER FORMOF

__________________________ ("LICENSEE")AND

COMPUTER ASSOCIATES INTERNATIONAL, INC. ("CA")

The attached Order Form and the referenced License Agreement are amended to add the followingprovisions with respect to Licensee's use of the Licensed Program listed in Exhibit "A". (The Order Form,License Agreement and this Addendum are referred to collectively as the "MIPS Based License.") In theevent of any conflict between the terms of this MIPS Based License Addendum and those of either the Order Form or the referenced License Agreement, the terms of this Addendum shall prevail. Capitalized termsused herein without definition are used as defined in the attached Order Form and the referenced LicenseAgreement.

1. Definitions.

(a) The "Licensee" shall mean, individually and collectively, Licensee and Licensee's majority-owned subsidiaries. No other third person shall be or be deemed to be entitled to the use or benefit of the Licensed Program at any Licensee Site.

(b) The "Licensee Site(s)" shall mean the data center site(s) identified on Exhibit "B" to thisAddendum which Licensee represents are owned, operated or controlled by Licensee.

(c) "MIPS Capacity" shall mean the aggregate computing power (expressed in millions of instructions per second and rounded to the next even multiple of 10) of all computers locatedat the Licensee Site(s), or which can remotely access such computers, irrespective of the platform designation of the hardware or operating systems, provided that such remote

computer is capable of accessing, using, executing or benefiting from the Licensed Program.

2. License Fee. The initial License Fee, inclusive of usage and maintenance of the Licensed Programsfor the ____ year term expiring on ________, 199_, is $___________, payable as follows:

Amount Due

$____________ _____________ $____________ _____________ $____________ _____________ $____________ _____________

$____________ _____________

3. Authorized Use. The Licensed Program may be used only by and for the benefit, and to processexclusively the data, of Licensee at the Licensee Site(s), provided that the MIPS Capacity does notexceed ____ MIPS (the "Licensed MIPS Capacity"). Any increase in Licensed MIPS Capacity shall be subject to paragraph 4 hereof.



23

4. Supplemental License Fee. Licensee may increase the Licensed MIPS Capacity upon prior writtennotice to CA and payment of CA's Supplemental License Fee and an annual UMF, each calculatedusing CA's then prevailing fee schedule. In each instance, the Supplemental License Fee and initialUMF shall be billable upon Licensee giving CA notice of its desire to increase Licensed MIPSCapacity including by request that CA issue an authorization key for an additional or replacementCPU. Such fees shall be paid within thirty (30) days notwithstanding any installment paymentschedule for the initial License Fee. The UMF shall be prorated for the year of the increase and shall

be payable in full thereafter.

5. MIPS Capacity Calculation. MIPS Capacity shall be calculated by reference to CA's publishedschedules of the MIPS capacity of processors. In the event that any particular processor is notaccounted for on CA's schedule, the manufacturer's published specification of MIPS capacity shallcontrol. With respect only to the IBM 9672E Series of processors, the MSU standard (expressed inmillions of service units), shall be multiplied by a factor of 5.4 to yield the corresponding MIPSCapacity.

6. Annual Reports; Audit. On or before March 1 of each year during the term hereof, Licensee shallreport to CA in writing the MIPS Capacity at each Licensee Site as of the preceding February 1,

listing each CPU located at, or remotely accessing, each Licensee Site by manufacturer, model,operating system, location and (except for micro processors) the serial number thereof. CA shallthereupon review such report and advise Licensee of any applicable Supplemental License Fee andannual UMF due. The parties agree that in order to verify the accuracy of Licensee's report, Licenseewill, at CA's request upon reasonable notice, grant CA access to each Licensee Site, and Licenseeshall provide any further information as CA may reasonably require.

7. License Termination. All licenses and Order Forms respecting use of the Licensed Programs grantedto Licensee by CA or any of its predecessors for use at any Licensee Site are hereby terminated,subject, however, to the obligations of Licensee (a) to pay all contracted payments when and as thesame shall otherwise have become due and payable but for such termination, and (b) to maintain the

confidentiality of the Licensed Program and comply with the non-disclosure provisions of suchterminated licenses. Any future use of or access to the Licensed Program by Licensee at anyLicensee Site shall be controlled exclusively by the terms of the referenced License Agreement andthis Order Form, including this and any other Addendum thereto.

8. Term and Renewal. This MIPS Based License shall have an initial term of ____ years from theEffective Date and shall automatically renew and be extended for additional periods of ____ year(s)each, subject to the parties' agreement concerning payments of license fees and usage andmaintenance fees to be made during each extended term. If the parties do not agree in writing uponsuch payment terms prior to the expiration of the then current term, (a) the then prevailing LicensedMIPS Capacity shall be frozen without Licensee having the right to exceed the same, (b) Licensee

shall pay the annual usage and maintenance fee for the Licensed Program based upon CA's then prevailing published fee schedule for software licensed per CPU at each distinct Licensee Site, and(c) Licensee may not use the Licensed Program thereafter to process data for any additional entitiesother than Licensee's majority-owned subsidiaries.



24

9. Confidentiality. Licensee hereby acknowledges that the terms of the license granted hereunder byCA are personal to Licensee and are highly confidential. Except as required under applicable law,licensee hereby agrees that it shall not disclose any of the terms of this Agreement (including,without limitation, the terms relating to pricing and authorized use) to any person or entity other thanLicensee's employees, auditors, and attorneys who have a need to know such information inconnection with their performance of services for Licensee.

10. Total Client Care (TCC) Program. Licensee will be, and will remain, enrolled in CA's TCC Programduring the initial term hereof and any renewal period.

11. Reference Client. In recognition of the special nature of this MIPS Based License and therelationship created hereby, Licensee agrees that it will, at CA's request from time to time, serve as a positive reference with respect to the Licensed Program and this form of licensing agreement.Licensee and CA shall treat the financial terms of this MIPS Based License as strictly confidential.

12. Amendment. Any amendment of this MIPS Based License must be in writing signed by the parties.

Computer Associates International, Inc. Licensee__________________ By:_________________________________________ By:_________________________________

(Authorized Signature) (Authorized Signature)

____________________________________________ ____________________________________

Name Name

____________________________________________ ____________________________________

Title Title

____________________________________________ _____________________________________

Date Date

EXHIBIT A

LICENSED PROGRAMS

EXHIBIT B

LICENSEE SITES



25

INCREASE IN LICENSED MIPS CAPACITY

AMENDMENT NUMBER ____ TO

ORDER FORM AND [ ENTERPRISE, FOUNDATION, MIPS BASED] LICENSE

ADDENDUM EFFECTIVE ____________________ (the "LICENSE")

BETWEEN


AND _______________________________ ("LICENSEE")

Effective _______________, 199__, the License is amended as follows:

1. The Licensed MIPS Capacity is hereby increased to ____ MIPS, in consideration of which Licenseeshall pay to CA a Supplemental License Fee inclusive of usage and maintenance charges for suchadditional MIPS until expiration of the current term of the License equal to $_________, payable asfollows:

Due Date Amount

2. If Licensee notifies CA of its desire to increase the Licensed MIPS Capacity further, including byrequest that CA issue an authorization key for a CPU the installation of which will exceed the then

prevailing Licensed MIPS Capacity, CA may invoice Licensee for the applicable Supplemental LicenseFee and UMF associated with such expanded use.

3. Except as expressly provided herein, the terms of the License shall remain in full force and effect.

COMPUTER ASSOCIATES LICENSEE: _____________________ INTERNATIONAL, INC.

By:__________________________ By:__________________________ (Authorized Signature) (Authorized Signature)

__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________ (Date) (Date)



26

INCREASE IN LICENSED POWER UNIT CAPACITY

AMENDMENT NUMBER ____ TO

ORDER FORM AND POWER UNIT BASED LICENSE

ADDENDUM EFFECTIVE ____________________ (the "LICENSE")

BETWEEN


AND _______________________________ ("LICENSEE")

Effective ________________, 199__, the License is amended as follows:

1. The Licensed Power Unit Capacity is hereby increased to ____ Power Units, in consideration of which

Licensee shall pay to CA a Supplemental License Fee, inclusive of usage and maintenance charges for such additional Power Units until expiration of the current term of the License equal to $_________, payable as follows:

Due Date Amount

2. If Licensee notifies CA of its desire to increase the Licensed Power Unit Capacity further, including by

request that CA issue an authorization key for a CPU the installation of which will exceed the then prevailing Licensed Power Unit Capacity, CA may invoice Licensee for the applicable SupplementalLicense Fee and UMF associated with such expanded use.



By:__________________________ By:__________________________

(Authorized Signature) (Authorized Signature) __________________________ __________________________

(Name) (Name) __________________________ ___________________________

(Title) (Title) __________________________ ___________________________

(Date) (Date)



27

Increase in Maximum Concurrent User Sessions

AMENDMENT NUMBER __________TO

ORDER FORM AND CONCURRENT USER SESSION BASED LICENSE

ADDENDUM EFFECTIVE _________________(the "LICENSE")

BETWEEN


AND

__________________________________("LICENSEE")

Effective ______________, 199__, the License is amended as follows:

1. The Maximum Concurrent User Sessions is hereby increased to __________, in consideration of whichLicensee shall pay to CA a Supplemental License Fee, inclusive of usage and maintenance charges for such additional Concurrent User Sessions until expiration of the current term of the License equal to$___________, payable as follows:

Due Date Amount

2. If Licensee notifies CA of its desire to increase the Maximum Concurrent User Sessions, CA may invoiceLicensee for the applicable additional license fee and UMF associated with such expanded use.




__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________ (Date) (Date)



28

ADDING NEW PROGRAMS

AMENDMENT NO. _____

TO ORDER FORM AND MIPS BASED LICENSE

ADDENDUM EFFECTIVE ______, __ (THE “LICENSE”)

BETWEEN

COMPUTER ASSOCIATES INTERNATIONAL, INC. (‘CA”)

AND

________________ (“LICENSEE”)

Effective _______, 199__, the License is amended as follows:

1. ______ is hereby added as a Licensed Program(s) to the list thereof on Exhibit A to the License [the“Additional Licensed Program(s)] and such Exhibit A is hereby replaced with the Revised Exhibit Aattached hereto.

2. The additional license fee due hereunder, inclusive of usage and maintenance of the AdditionalLicensed Program(s) until expiration of the current Term of the License on _______, ___ is$_______, payable as follows:

Due Date Amount

3. Paragraph ___ of the License entitled “Supplemental License Fee” is hereby deleted in its entiretyand replaced with the following:

REPLACE the original Supplemental License Fee provision only if either (i) a dollar amountis specified in this provision and needs to be adjusted to account for the new program(s) or (ii) the provision does not contain the now-standard auto-bill language.

4. The following provision is hereby added to the License as a new paragraph ___:

Confidentiality. Licensee hereby acknowledges that the terms of the license grantedhereunder by CA are personal to Licensee and are highly confidential. Licensee herebyagrees that it shall not disclose any of the terms of this Agreement (including, withoutlimitation, the terms relating to pricing and authorized use) to any person or entity other thanLicensee’s employees, auditors, and attorneys who have a need to know such information inconnection with their performance of services for Licensee.

5. Except as expressly provided herein, the terms and conditions of the License shall remain in fullforce and effect.



30

MIPS Addendum Variations

The following are sometimes-used variations to standard language on the MIPS-Based License Addendum:

4. Supplemental License Fee. Licensee may increase the Licensed MIPS Capacity upon prior writtennotice to CA and payment of CA's one-time supplemental license fee equal to $_______ for each additional

MIPS (the "Supplemental License Fee"), plus an annual usage and maintenance fee equal to $______ for each additional MIPS (the "UMF"). Notwithstanding any installment payment schedule for the initialLicense Fee, the Supplemental License Fee shall be paid on or before the date such additional MIPS areinstalled; and the UMF shall be prorated for each whole and partial month then remaining until the nextanniversary of the Effective Date of this Order Form, and shall be payable in full annually thereafter. TheSupplemental License Fee and the initial UMF shall be billable upon Licensee giving CA notice of itsdesire to increase Licensed MIPS Capacity, including by request that CA issue an authorization key for anadditional or replacement CPU.

7. License Suspension. All licenses and Order Forms respecting use of the Licensed Programs granted toLicensee by CA or any of its predecessors for use at any Licensee Site are hereby suspended, subject,

however, to the obligations of Licensee (a) to pay all contracted payments when and as the same shallotherwise have become due and payable but for such suspension, and (b) to maintain the confidentiality of theLicensed Program and comply with the non-disclosure provisions of such suspended licenses. Any future useof or access to the Licensed Program by Licensee at any Licensee Site shall be controlled exclusively by theterms of the referenced License Agreement and this Order Form, including this and any other Addendumthereto.



31

UNICENTER TNG BASE and Options addendum(Power Unit Based w/ Specific Operating Systems and Options)

ADDENDUMTO

ORDER FORMBETWEEN

COMPUTER ASSOCIATES INTERNATIONAL, INC. ("CA")AND

________________________________ ("LICENSEE")FOR

UNICENTER TNG BASE AND THE OPTIONSSET FORTH ON ORDER FORM

[if too many for Order Form Box, use “SET FORTH ON EXHIBIT A”]("LICENSED PROGRAMS")

This Order Form is amended to add the following:

1. The License Fee, inclusive of usage of the Licensed Programs as provided herein, as well asmaintenance thereof during the period expiring on ______________, is $ ____________, payable asfollows:

Due Date Amount

Thereafter, continued usage of the Licensed Programs as provided herein shall not require further

payment, but continued maintenance shall be subject to payment of CA’s then prevailing annualmaintenance fee.

2. The Licensed Programs may be used only on the operating system(s) identified on the Order Form,and such use may not at any time exceed the aggregate Power Units specified on this Order Formunder the heading "Maximum Power Units or Users," except with the prior written consent of CAand on payment of the applicable fees. If Licensee notifies CA of its desire to increase the MaximumPower Units, CA shall consent to such increase and CA may invoice Licensee for the additionallicense fee and maintenance fee associated with such expanded use.

3. Upon CA's prior written consent and Licensee's payment of any applicable fees, Licensee may use

the Licensed Programs on a replacement CPU(s) of the same manufacturer and operating system.

4. Support and maintenance services include updates, new versions and new releases of the LicensedPrograms.

5. Hardware Unit Capacity is determined in accordance with CA’s published schedules of the HardwareUnit Capacity of processors. Power Units are calculated by multiplying the Hardware Unit Capacityof each CPU on which a Licensed Program is to be installed by the percentage multiplier applicableto each Licensed Program as specified in CA’s published schedule of Unicenter TNG Options.



32

6. Licensee hereby acknowledges that the terms of the license granted hereunder by CA are personal toLicensee and are highly confidential. Licensee hereby agrees that it shall not disclose any of theterms of this Agreement (including, without limitation, the terms relating to pricing and authorizeduse) to any person or entity other than Licensee's employees, auditors, and attorneys who have a needto know such information in connection with their performance of services for Licensee.



__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________ (Date) (Date)



33

Commentary

PROFESSIONAL SERVICES

Professional Services permits the software licensee to improve its implementation of CA software and promotesthe efficient use of CA solutions. These services generally fall into three categories as follows: ClientEducation, Product Services and Consulting Services. CA has simplified the process of purchasing such

services by enabling clients to purchase Training Center Units ("TCUs") for Client Education offerings, andProfessional Service Units ("PSUs") for Product Services and Consulting Services offerings. The followinggeneral rules should be kept in mind when licensing all professional services offerings to clients: ClientEducation and Product Services require the usage of an Order Form and referenceable CA License Agreement,together with the appropriate "canned" and unmodified description of what services will be provided. In theevent that Consulting Services will result in customized development work or services, or the coding of software or special functionality for the client, a Statement of Work specifically detailing the scope of work andassociated fees and schedule is required, together with a Professional Services Agreement and Order Form. Inall cases, a Statement of Work must receive prior services/technical approval.

Client Education

Client Education addresses the unique education needs and learning requirements of the client through a varietyof offerings. CA Professional Services staff helps clients plan their educational needs and determine the mostappropriate methods to deliver the education.

1. Our education courses are conducted on a regional basis in CA Learning Centers throughout the U.S. andCanada to accommodate the diverse locations of our clients. Course catalogs and schedules are updatedannually and mailed to clients and define the course content.

Any of the courses available from CA can be requested for on-site presentation, or we can schedule aspecial class just for the client personnel at one of the CA Learning Centers.

2. CA offers a number of excellent video and computer based training (CBT) courses for clients that wish totrain their employees on-site, at their own pace, and at their own convenience. Video and CBT coursesare offered through Pay Option G0, which is a purchase for the license of the course with no maintenance.

Orders for self-study courses should be entered as new contracts in TOPS. Order Forms should then beforwarded to Sales Accounting for approval.

3. CLUB ED, the CA special education program, is designed to allow clients to take full advantage of theextensive education curriculum and realize significant discounts in so doing. Clients become members of CLUB ED by making a purchase of Training Center Units (TCUs), and the discounts are based upon the

number of TCUs purchased. TCUs may be exchanged for any of the Client Education courses listed inthe catalog, all video and CBT courses, and all Learning Center and on-site classes. Unused TCUs expireone year from the commencement date.

Order Forms for licensing software can also be used for CLUB ED subscriptions, but a CLUB EDaddendum must be attached. A copy of the required addendum follows, along with a sample order formmarked to show the transaction as a G0 pay option for services.

Detailed information about CLUB ED can be found in the Client Education catalog and in the CLUB ED brochure.



34

In addition, clients may elect to purchase Education Packs which consist of a predefined curriculumspecific to certain software products for a fixed price. A copy of the Education Pack description must beattached to an executed Order Form with a G0 payment option selected. Education Packs must be used by the client within one year of the Effective Date of the Order Form.

Product Services

The second area within CA Professional Services is Product Services, offering a wide range of short-term,product-related services such as CA-Startup Packs and CA-Service Packs. These services are fixed-scopepackages that have been determined to be an effective means of getting clients properly prepared to implementthe solution.

1. The objective of a CA-Startup Pack is to introduce the client's technical staff to the CA solution and tofamiliarize a core team of data center personnel with basic functions and installation and maintenance procedures.

2. CA-Service Packs are fixed-scope, short-term services ranging from initial implementation assistance to performance and design reviews.

A key feature of the CA Service Pack is the hands-on implementation project. This may be a pilot projector the development of a prototype using the client's own data, the purpose of which is to train the client's personnel through hands-on experience and assistance and advise from the CA Consultant.

When ordering a CA-Service Pack, a standard Order Form must be used, together with a LicenseAgreement and a copy of the CA-Service Pack description initialled by the client.

3. With respect to CA's special offering known as Premium Support for CA-IDMS Release 10.214, certain paperwork is required. A Premium Support Service Pack Description has been drafted for all clientsseeking this service, and the Service Pack Description must be initialed by the client and must reference a

Professional Services Agreement. In addition, no alterations to the Service Pack Description may bemade without the specific approval of the Senior Vice President, North American Sales. PremiumSupport for CA-IDMS Release 10.214 is available in two increments, ending either on December 31,1996, or December 31, 1997. Any maintenance services for which the client prepaid will be madeavailable to the client at the conclusion of the Premium Support period.

4. If a Client wants to obtain Premium Support for Datacom, the appropriate Service Pack Description can be obtained from Professional Services.

5. Attached is an addendum applicable to Premium Support for Ingres. This service requires an executedOrder Form and Addendum.

Consulting Services

When Consulting Services are to be performed, a standard unmodified Professional Services Agreement in theaccompanying format must be executed, together with a Statement of Work.



35

A Statement of Work describes the customized development endeavor or special services CA is agreeing toperform and must first be reviewed and approved by a senior technical representative. If the services are to bemerely generic and not to include any software coding, the Generic Professional Services addendum may beused with an Order Form and referenceable License Agreement, instead of the Professional ServicesAgreement.

In all cases, clients should be encouraged to contract for consulting services through the purchase of PSUs,

which provide the client freedom to order future services under Statements of Work up to two (2) years from thedate of purchase of the PSUs. In order to assure that the client can readily contract for services after thepurchase of PSUs, all PSU agreements should be accompanied by a Professional Services Agreement signed bythe client at the time of order.



36

CLUB ED

ADDENDUMTO ORDER FORM OF

______________________________ ("MEMBER")AND


CLUB ED

This order covers ______ Training Center Units ("TCUs") for a total amount due of $______________________.

Acceptance of this Order by CA and payment of all required fees for the above specified CLUB ED TCUswill entitle the Member to CLUB ED Membership. The CLUB ED TCUs indicated may be applied towardany of the courses selected from CA's most recently published Client Education catalog. All TCUs must beused prior to the expiration of one-year from the Effective Date, and no refunds will be available for any

unused TCUs. The value of a TCU will remain constant regardless of the price paid, which varies dependingupon the number of TCUs purchased with each Order. Course descriptions are published with the number of TCUs required for one student to attend.

Upon acceptance of this Order by CA, Member will receive a complete CLUB ED folder including thenumber of TCUs available, Effective Date, the most recently published Client Education catalog and other pertinent information.



__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________ (Date) (Date)



37

PROFESSIONAL SERVICES GENERIC


________________________________________ ("LICENSEE")AND



This Order Form is amended to add the following description of professional services ("Services") to berendered to Licensee:

CA shall provide generic consulting services consisting solely of the attendance at Licensee's site of a CAProfessional Services representative to provide technical guidance, advice and assistance, concerning theLicensee's operation of CA Licensed Programs or concerning the Licensee's operation of Licensee'sinternal data processing activities. CA's representative shall have no obligation to perform, and Licensee

acknowledges that CA's representative shall not be asked to undertake, any software application codingon behalf of Licensee as part of the Services. Any additional fees and expenses incurred by CA, arisingout of travel and lodging, shall be paid in accordance with this Order Form.



__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________ (Date) (Date)



38

PROFESSIONAL SERVICES AGREEMENT DATED _______________________ NO. ________________________

STATEMENT OF WORK EXHIBIT NO. _____

A. DESCRIPTION AND NATURE OF SERVICES TO BE PERFORMED:

B. PROJECT SCHEDULE INCLUDING PROPOSED COMPLETION DATE:

C. FEE:

D. CLIENT CONTACT NAMES:

E. CLIENT BILLING ADDRESS:

F. WARRANTY PERIOD:



39

ADDENDUM

TO THE ORDER FORM OF

_________________________(“LICENSEE”)

AND

COMPUTER ASSOCIATED INTERNATIONAL, INC. (“CA”)

FOR

CA-PREMIUM SUPPORT FOR CA-INGRES

1. The term of this Premium Support Agreement shall be ____ year(s) from the Effective Date specified

on the Order Form (the “Term”).

2. In addition to the provision of technical support as described in CA’s Client Support Handbook, andin consideration of Licensee’s payment of the CA-Premium Support fees set forth in the Order Form,CA will provide the following technical support services:

a) A Support Team consisting of up to three (3) CA-Premium Support group members willwork with Licensee’s staff on the use of those CA-Ingres Programs listed in Exhibit A (the“Programs”) at the Licensee Site(s) listed in Exhibit B.

b) Technical support shall be provided by the Support Team working with Licensee’s staff.

Specific areas of support consist of:

- Coordinating the delivery and application of Program update releases.- Assisting with problem analysis and resolution.- Acting as a single point of focus for problem resolution.- Coordinating as necessary, the transmission of information regarding Program problems toappropriate technical personnel at CA.- Assisting with debugging and troubleshooting.

c) Provide a quarterly review of Licensee’s Program-based operations to keep abreast of changes in Licensee’s environment.

d) Telephone technical support shall be provided on a twenty-four (24) hours per day, seven (7)days per week basis. All calls from Licensee shall be referred solely to the CA-PremiumSupport group for response.

e) All support requests received by CA from Licensee shall be given first priority pursuant tothe response times set forth below. (a response does not necessarily constitute resolutionof an error or provisions of a fix):



40

(i) Production/Development System Down requests will be responded to within one (1)hour following receipt of the request. “Production/Development System Down”means a condition where Licensee’s Program-based system is totally inoperable.

(ii) Production/Development System Impaired requests will be responded to within two(2) hours following receipt of the request. “Production/Development SystemImpaired” means a condition where Licensee is precluded from performing normal

work by a malfunction potentially attributable to the Programs.

(iii) Information Only requests will be responded to within one (1) business day followingthe receipt of the request.

f) CA shall provide emergency on-site support in the event of a Production And/or Development System Down condition where rapid and reasonable resolution cannot beeffected by telephone or electronically. The necessity and timing for providing such on-sitesupport will be mutually determined by and agreed to by the respective management of CAand Licensee. Licensee shall reimburse CA for reasonable travel related expenses incurred asa result of such on-site support.

3. Should Licensee choose to implement an update or new release of a Program, the Support Team willassist Licensee’s staff in devising an appropriate implementation plan. The Support Team will thenmonitor the implementation effort, advising Licensee on adjustments to the initial plan which willfacilitate transition to the new release.

4. CA-Premium Support services for additional CA-Ingres Software acquired after the Effective Datemay be provided upon terms to be mutually agreed upon by the parties.

5. CA shall have no obligation to support:

a) Altered, damaged or modified Program(s);

b) Program(s) installed in an operating environment or in a hardware environment which is notsupported by CA’s unmodified release of the Program(s).

CA shall have no liability for any changes in Licensee’s hardware which may be necessary by aProgram workaround or Program maintenance release.

6. The CA-Premium Support fee is in addition to CA’s standard annual Maintenance Fee or Usage andMaintenance Fee (UMF), as provided under the terms of the applicable license. Any additional CA-Ingres products not listed on Exhibit A licensed for use at the Licensee Sites during the term of this

CA-Premium Support agreement must be included under this Agreement for an additional fee. Suchfee will be calculated on a pro-rated basis on the number of whole and partial months then remaininguntil expiration of the Term.

7. In the event that Licensee desires to renew CA-Premium Support upon expiration of the Term or anyrenewal term, Licensee shall provide written notice to CA at least thirty (30) days prior to expirationof the Term or any renewal term. CA shall then notify Licensee of the applicable CA-PremiumSupport fee for the upcoming term. Licensee shall pay such CA-Premium Support fee within thirty(30) days after the date of its receipt of CA’s invoices.



41

8. Licensee agrees not to offer employment to, nor otherwise seek to induce any CA-Premium Supportemployee to leave CA’s employment for a period of twelve (12) months from the expiration of theTerm and any renewal thereof, without prior written permission from CA.



__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________ (Date) (Date)



42

Exhibit A

CA-PREMIUM SUPPORT COVERED CA-INGRES PROGRAMS

The following programs are covered under this CA-Premium Support Agreement:

Supplement Number TOPS CODE PROGRAM_______________



43

EXHIBIT B

CA-PREMIUM SUPPORT LICENSEE SITES

The following License site(s) are covered under this CA-Premium Support Agreement:

Site ID________ Address________________________________________



44

Professional Services - In the event that Consulting Services will result in customized development work or services, or the coding of software or special functionality for the client, a Statement of Work specificallydetailing the scope of work and associated fees and schedule is required, together with a Professional ServicesAgreement and Order Form.

Consulting Services - When Consulting Services are to be performed, a standard unmodified ProfessionalServices Agreement in the accompanying format must be executed, together with a Statement of Work. A

Statement of Work describes the customized development endeavor or special services CA is agreeing toperform and must first be reviewed and approved by a senior technical representative.

CLUB ED (CA Education)


______________________________ ("MEMBER")AND


CLUB ED

This order covers ______ Training Center Units ("TCUs") for a total amount due of $______________________.

Acceptance of this Order by CA and payment of all required fees for the above specified CLUB ED TCUswill entitle the Member to CLUB ED Membership. The CLUB ED TCUs indicated may be applied towardany of the courses selected from CA's most recently published Client Education catalog. All TCUs must beused prior to the expiration of one-year from the Effective Date, and no refunds will be available for anyunused TCUs. The value of a TCU will remain constant regardless of the price paid, which varies depending

upon the number of TCUs purchased with each Order. Course descriptions are published with the number of TCUs required for one student to attend.

Upon acceptance of this Order by CA, Member will receive a complete CLUB ED folder including thenumber of TCUs available, Effective Date, the most recently published Client Education catalog and other pertinent information.



__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________ (Date) (Date)



45

GENERIC PROFESSIONAL SERVICES


________________________________________ ("LICENSEE")AND



This Order Form is amended to add the following description of professional services ("Services") to berendered to Licensee:

CA shall provide generic consulting services consisting solely of the attendance at Licensee's site of aCA Professional Services representative to provide technical guidance, advice and assistance,concerning the Licensee's operation of CA Licensed Programs or concerning the Licensee's operation of Licensee's internal data processing activities. CA's representative shall have no obligation to perform,

and Licensee acknowledges that CA's representative shall not be asked to undertake, any softwareapplication coding on behalf of Licensee as part of the Services. Any additional fees and expensesincurred by CA, arising out of travel and lodging, shall be paid in accordance with this Order Form.



__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________ (Date) (Date)



46

Ingres Components

ADDENDUM TO ORDER FORMBETWEEN

COMPUTER ASSOCIATES INTERNATIONAL, INC. ("CA")AND

___________________ ("LICENSEE")

FOR CA-INGRES (the "LICENSED PROGRAM")

This Order Form is amended as follows:

1. Notwithstanding any contrary provision of this Order Form or of the referenced License Agreement,the license granted hereby shall remain in effect until terminated by either party pursuant to Section 2hereof. CA's limited warranty respecting the Licensed Program contained in the referenced LicenseAgreement shall apply only during the initial term of this license (the “Initial Term”) and during any period thereafter with respect to which Licensee pays CA's annual maintenance fee.

2. The license granted hereby may be terminated as follows: (a) by CA, if Licensee breaches any of itsobligations hereunder respecting payments due to CA, restrictions on use of the Licensed Program,or protection of the Licensed Program against unauthorized disclosure; or (b) by Licensee, at anytime following payment of the license fee provided for herein. Upon such termination, Licenseeshall immediately either destroy or return to CA each copy of the Licensed Program and certify toCA in writing as to such destruction or return and that no copy thereof remains in any computer library or storage device owned, operated or controlled by Licensee. The confidentiality obligationsof the referenced Licensee Agreement shall survive such termination.

3. Subject to Licensee's payment of the maintenance fee set forth in this Order Form, Licensee hereby

subscribes to receive support and maintenance services respecting the Licensed Program during theInitial Term. Thereafter, continued support and maintenance services respecting the LicensedProgram shall be subject to Licensee's payment of CA's then prevailing annual maintenance fee.

4. Use of the Licensed Program is restricted to the Designated CPU and the Installation Site specified inthis Order Form and may not at any time exceed the number of Maximum Concurrent User Sessionsspecified in this Order Form, except with the prior written consent of CA and on payment of CA'sapplicable fee. If Licensee notifies CA of its desire to increase the Maximum Concurrent User Sessions, CA shall consent to such increase and CA may invoice Licensee for the additional licensefee and maintenance fee associated with such expanded increase. Licensee shall implementreasonable controls to assure that it does not exceed such Maximum Concurrent User Sessions. CA

reserves the right to include means within the Licensed Program to limit Licensee's use thereof tosuch limitation and CA may audit Licensee's deployment and use of the Licensed Program for compliance with such limitation at any time during Licensee's normal business hours uponreasonable advance notice.

5. If the Licensed Program is designated in this Order Form as a "runtime" or "deployment" version,such program may be used solely for production use with Licensee's software applications and maynot be used to develop or modify any software applications.



47

6. The first sentence of the section of this Order Form entitled "Upgrades" is deleted in its entirety andreplaced with the following:

"The Designated CPU and Maximum Concurrent User Sessions specified in this Order Formmay be upgraded or increased at any time upon prior written notice to CA and payment of CA'sapplicable fee."

7. Notwithstanding any contrary provision of the referenced License Agreement, title to the LicensedProgram shall remain with CA or with CA's third party licensor, where the Licensed Programincludes any material provided to CA by such third party.

8. Notwithstanding any contrary provision of the referenced License Agreement, the Licensed Programmay be disclosed to, and only to employees and consultants of Licensee who are under writtenconfidentiality obligations to Licensee respecting the Licensed Program provided that suchconsultants do not provide computer facilities management, service bureau, outsourcing or similar services to Licensee.

9. Licensee shall not disclose the results of any performance benchmarks of the Licensed Program to

any third party without CA's prior written consent.

10. Licensee hereby acknowledges that the terms of the license granted hereunder by CA are personal toLicensee and are highly confidential. Licensee hereby agrees that it shall not disclose any of the termsof this Agreement (including, without limitation, the terms relating to pricing and authorized use) to any person or entity other than Licensee's employees, auditors, and attorneys who have a need to know suchinformation in connection with their performance of services for Licensee.



__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________ (Date) (Date)



48

SUCCESS PACK ADDENDUM

ADDENDUM TO ORDER FORM

BETWEEN


AND

________________________ ("LICENSEE")

FOR

________________________ (THE "LICENSED PROGRAM")


1. Use of the Licensed Program is restricted to the Designated CPU and the Installation Site identifiedin this Order Form and such use may not at any time exceed the number of Maximum ConcurrentUser Sessions specified in this Order Form, except with the prior written consent of CA and on payment of any applicable fee. If Licensee notifies CA of its desire to increase the MaximumConcurrent User Sessions, CA shall consent to such increase and CA may invoice Licensee for theadditional license fee and maintenance fee associated with such increase. Licensee shall implementreasonable controls to assure that it does not exceed such Maximum Concurrent User Sessions. CA

reserves the right to include means within the Licensed Program to monitor or limit Licensee's usethereof to such limitation. Upon reasonable advance notice to Licensee, CA may audit Licensee'sdeployment and use of the Licensed Program for compliance with such limitation during Licensee'snormal business hours upon reasonable advance notice.

2. Licensee shall not disclose the results of any performance benchmarks of the Licensed Program toany third party without CA's prior written consent.

3. The first sentence of the section of this Order Form entitled "Upgrades" is deleted in its entirety andreplaced with the following:

"The Designated CPU and Maximum Concurrent User Sessions specified in this Order Formmay be upgraded or increased at any time upon prior written notice to CA and payment of CA's applicable fees."

4. Notwithstanding any contrary provision of the referenced License Agreement, title to the LicensedProgram shall remain with CA or with CA's third party licensor, where the Licensed Programincludes any material provided to CA by such third party.



49

5. Notwithstanding any contrary provision of the referenced License Agreement, the Licensed Programmay be disclosed to, and only to employees and consultants of Licensee who are under writtenconfidentiality obligations to Licensee respecting the Licensed Program provided that suchconsultants do not provide computer facilities management, service bureau, outsourcing or similar services to Licensee.

6. If the Licensed Program is designated in this Order Form as a "runtime" or "deployment" version,

such program may be used solely for production use with Licensee's software applications, and maynot be used to develop or modify any software applications, or for general database management purposes.

7. Licensee hereby acknowledges that the terms of the license granted hereunder by CA are personal toLicensee and are highly confidential. Licensee hereby agrees that it shall not disclose any of theterms of this Agreement (including, without limitation, the terms relating to pricing and authorizeduse) to any person or entity other than Licensee's employees, auditors, and attorneys who have a needto know such information in connection with their performance of services for Licensee.



__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________ (Date) (Date)



50

CA-OpenIngres/ICE

ADDENDUM TO ORDER FORM

BETWEEN


AND

___________________ ("LICENSEE")

FOR

CA-OPENINGRES/ICE (the "LICENSED PROGRAM")


1. Notwithstanding any contrary provision of this Order Form or of the referenced License Agreement,the license granted hereby shall remain in effect until terminated by either party pursuant to Section2 hereof. CA's limited warranty respecting the Licensed Program contained in the referencedLicense Agreement shall apply only during the initial term of this License (the “Initial Term”) andduring any period thereafter with respect to which Licensee pays CA's annual maintenance fee.

2. The license granted hereby may be terminated as follows: (a) by CA, if Licensee breaches any of itsobligations hereunder respecting payments due to CA, restrictions on use of the Licensed Program,or protection of the Licensed Program against unauthorized disclosure; or (b) by Licensee, at anytime following payment of the license fee provided for herein. Upon such termination, Licensee

shall immediately either destroy or return to CA each copy of the Licensed Program and certify toCA in writing as to such destruction or return and that no copy thereof remains in any computer library or storage device owned, operated or controlled by Licensee. The confidentiality obligationsof the referenced Licensee Agreement shall survive such termination.

3. Subject to Licensee's payment of the maintenance fee set forth in this Order Form, Licensee herebysubscribes to receive support and maintenance services respecting the Licensed Program during theInitial Term. Thereafter, continued support and maintenance services respecting the LicensedProgram shall be subject to Licensee's payment of CA's then prevailing annual maintenance fee.

4. Licensee will not permit anyone to have access to the Licensed Program except (a) Licensee's

authorized employees, and consultants of Licensee who are under written confidentiality obligationsto Licensee respecting the Licensed Program, and (b) Internet users provided that the LicensedProgram is installed only on Licensee's CPU(s) and that such access is limited to the transmittal andretrieval of data to and from Licensee and shall not include the provision of general data processingservices to such Internet users.

5. If the Licensed Program is designated in this Order Form as a "runtime" or "deployment" version,such program may be used solely for production use with Licensee's software applications and maynot be used to develop or modify any software applications.



51

6. Notwithstanding any contrary provision of the referenced License Agreement, title to the LicensedProgram shall remain with CA or with CA's third party licensor, where the Licensed Program includesany material provided to CA by such third party.

7. Licensee may only use any Spyglass server software and RSA security software included with CA-OpenIngres/ICE in conjunction with CA-OpenIngres ICE and may not separate such software programs from CA-OpenIngres/ICE. In addition, the RSA security software may not be used for any

type of electronic mail application.

8. Licensee shall not disclose the results of any performance benchmarks of the Licensed Program to anythird party without CA's prior written consent.

9. Licensee hereby acknowledges that the terms of the license granted hereunder by CA are personal toLicensee and are highly confidential. Licensee hereby agrees that it shall not disclose any of the termsof this Agreement (including, without limitation, the terms relating to pricing and authorized use) toany person or entity other than Licensee's employees, auditors, and attorneys who have a need to knowsuch information in connection with their performance of services for Licensee.



__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________

(Date) (Date)



52

CA-FIX/2000

ORDER FORMComputer Associates International, Inc. (“CA”), One Computer Associates Plaza Islandia, NY 11788-7000 (516)342-5224 FAX (516)342-5329

Client Name and Address: __________________________________________________________________________________

_______________________________________________________________________________________________________

Site Location: (If different from above) _______________________________________________________________________

Site I.D. No.: ____________________________________________________________________________________________

Client Technical Contact Person:__________________________________________ Phone:_________________________ Client Billing Address: (If different from above) ________________________________________________________________

Client Billing Contact Person: (If different from above)___________________________ Phone:_________________________

Client Shipping Address: (If different from above) ______________________________________________________________

Client Shipping Contact Person:__________________________________________ Phone:_________________________ Installation No. __________________________ Client P.O. No.: (if required)______

Initial Media Type________________________ If Tax Exempt, Number:____________________(attach certificate)

PRODUCT: CA-Fix/2000 (the “Tool”) for ___________lines of _____________ code (the “Term”).

(Independent Verification & Validation (IV&V) functionality only )

CONVERSION FEE (Net of Taxes): ____________ due net 30 days.EFFECTIVE DATE OF THIS ORDER : __________________

SCHEDULE OF TERMS

1. Client may use the Tool to process up to the number of lines of code specified above. After the Term, without additional charge andwithout support services, Client may retain and use any modules of the Tool embedded in Client’s code as a result of the conversion

process. Title to the Tool remains with, and the Tool is a trade secret and the proprietary property of CA or its licensors. Client and itsemployees and consultants will keep the Tool strictly confidential and will not disclose, decompile, disassemble nor otherwise reverseengineer the Tool nor copy or permit others to copy the Tool without CA’s prior written consent. Client will not remove any proprietarymarkings of CA or its licensors. If this Agreement should terminate for any reason, Client shall certify to CA in writing that all copies or

partial copies of the Tool have been either returned to CA or destroyed and are no longer in use.2. CA warrants that it can enter into this Agreement and CA will indemnify and defend or, at its option, settle any claim that CA is not so

authorized or that CA’s or Client’s use of the Tool infringes any patent, copyright or other intellectual property right of any third party.CA also warrants that the Tool will operate in accordance with its published specifications; and if the Tool does not so operate, CA’s

only responsibility will be to use its best efforts, consistent with industry standards, to cure the defect. The foregoing warranties willextend and be in effect for a period of two (2) years from the Effective Date.

3. WARRANTIES AND LIABILITY LIMITATIONS. EXCEPT AS SET FORTH ABOVE, NO OTHER WARRANTIES, WHETHER

EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY ANDFITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY CA. IN NO EVENT WILL CA BE LIABLE TO CLIENT OR ANYOTHER PARTY FOR ANY LOSS, INCLUDING TIME, MONEY, GOODWILL AND CONSEQUENTIAL DAMAGES, WHICHMAY ARISE FROM THE USE, OPERATION OR MODIFICATION OF THE TOOL OR FROM THE SERVICES HEREUNDER.

4. Client may not assign this Agreement, the Services to be provided hereunder, the use of the Tool or its rights and obligations under this

Agreement without the prior written consent of CA. CA, however, may assign this Agreement to any third party, provided that such party assumes the obligations of CA under this Agreement. CA may also assign its right to payment under this Agreement or grant asecurity interest in this Agreement or such payment right to any third party without requiring that such third party be liable for theobligations of CA under this Agreement.

5. If Client breaches any term of this Agreement or fails to pay when due any valid invoice rendered by CA, or if the Client becomesinsolvent or if bankruptcy or receivership proceedings are initiated by or against Client, CA shall have the right to terminate thisAgreement immediately and, in addition to all other rights of CA, all amounts due or which would have become due and payable under this Agreement will immediately become due and payable to CA. Any invoice which is unpaid by Client when due shall be subject to an

interest charge equal to the lesser of 1.5% per month or the highest applicable legal rate.

6. This Agreement represents the entire Agreement between CA and Client with respect to the subject matter hereof, and CA and Client

agree that all other agreements, proposals, purchase orders, representations and other understandings concerning the same, whether oralor written, between the parties are superseded in their entirety by this Agreement. No alteration or modification of this Agreement will

be valid unless made in writing and signed by the parties.

COMPUTER ASSOCIATES INTERNATIONAL, INC. CLIENT:

By: By:(Authorized Signature) (Authorized Signature)

Name of Person Signing Type or Print Name of Person Signing

Date Date



53

CA-Datesolver Addendum

ADDENDUMTO THE ORDER FORM OF

____________________________________________ ("LICENSEE")AND


CA- Datesolver 2000 and CA-Datesolver 2000 for Windows(the "Licensed Programs")


1. After expiration of the initial term of this license, continued usage and maintenance of the LicensedPrograms shall be subject to Licensee’s payment of CA’s then prevailing annual usage and maintenancefee ("UMF") applicable to CA-Datesolver 2000.

2. Usage of each licensed copy of CA-Datesolver 2000 shall be limited to one CPU installed at theInstallation Site Location specified on this Order Form. Licensee may install each copy of the CA-Datesolver 2000 on any single replacement CPU (irrespective of tier group) installed at such InstallationSite Location, provided that Licensee gives CA prior written notice of its intention to replace theauthorized CPU.

3. Licensee may use CA-Datesolver 2000 for Windows on any number of CPU’s installed at the InstallationSite Location. Licensee shall maintain a record of each CPU on which CA-Datesolver 2000 for Windowsis installed.

4. Licensee hereby acknowledges that the terms of the license granted hereunder by CA are personal toLicensee and are highly confidential. Licensee hereby agrees that it shall not disclose any of the termsof this Agreement (including, without limitation, the terms relating to pricing and authorized use) toany person or entity other than Licensee's employees, auditors, and attorneys who have a need to knowsuch information in connection with their performance of services for Licensee



__________________________ __________________________ (Name) (Name) __________________________ ___________________________

(Title) (Title) __________________________ ___________________________

(Date) (Date)



54

VERSION B BETA

ADDENDUM

TO ORDER FORM OF

_________________________________________ ("LICENSEE")

AND


FOR

__________________________________("LICENSED PROGRAM")

Licensee and CA acknowledge that the Licensed Program is a "Beta" product and is not in General

Availability status on the Effective Date hereof and that Licensee nevertheless accepts the Licensed Programin consideration of the special pricing as set forth in this Order Form. CA's Limited Warranty set forth in thisOrder Form and the License Agreement to which this Order Form refers shall not be applicable to theLicensed Program until such time as a version of the Licensed Program shall have been delivered to Licenseein its General Availability status or CA shall have notified Licensee that the version delivered hereunder hasbeen declared by CA to be the General Availability version.

Licensee agrees to cooperate with CA by serving as a positive reference and reporting site for the LicensedProgram.



__________________________ __________________________ (Name) (Name)

__________________________ ___________________________ (Title) (Title)

__________________________ ___________________________ (Date) (Date)



55

PRICING

During the initial sixty (60) months following the effective date of this contract, the State shall receive a15% discount off CA's price (as stated in the "Computer Associates Pricing Handbook Effective October 1,1997" or the Pricing Handbook then in effect) on any new product purchased on a G1 (1 year paymentoption) which will be inclusive of usage and maintenance for the remainder of the initial term of thiscontract.

Hard copy price books may be obtained from your CA representative. A pricing schedule will be availablevia Internet hotlink after the first quarter of this contract.

http://www.cai.com/offices/usa/government/florida/fl-sph.htm



56

COMPUTER ASSOCIATES INTERNATIONAL, INC.

ORDERING INSTRUCTIONS

NOTE: ALL ORDERS SHOULD BE SUBMITTED TO THE VENDOR AND/OR A RESELLER. COPIESOF ALL PURCHASE ORDERS MUST BE SENT TO THE VENDOR.

SPURS VENDOR NUMBER: 132857434-061

VENDOR: COMPUTER ASSOCIATES INTERNATIONAL, INC (A)

STREET ADDRESS OR P.O. BOX: 1650 SUMMIT LAKE DRIVE, SUITE 120

CITY, STATE, ZIP: TALLAHASSEE, FL 32317

TELEPHONE: 850-523-2350

TOLL FREE NO.: n/a

ORDERING FAX NO.: 850-297-1429

REMIT ADDRESS: 1650 SUMMIT LAKE DRIVE, SUITE 120


PRODUCTINFORMATION: DIRECT INQUIRY TO:

NAME AND TITLE: BILL BECK

(REV 27 FEB 02)ADDRESS: 1650 SUMMIT LAKE DRIVE, SUITE 120


TELEPHONE: 850-553-3399(REV 27 FEB 02)

TOLL FREE NO.: n/a

URL HOME PAGE ADDRESS: www.ca.com

ELECTRONIC MAIL ADDRESS: [email protected] (REV 27 FEB 02)



Computer Associates ResellersORDERING INSTRUCTIONS

CompServ, Inc. (A)SPURS#: F-593544824-0012345 Ulmerton Road #16Clearwater, FL 33762800-521-2777, ext. 101

CONTACT: Bill O’[email protected] (New 24 April 2003)

Software House International (P)SPURS#: F-223009648-0012 River DriveSomerset, NJ 08873352-597-2880

800-543-0432FAX: 352-597-2899CONTACT: Michael Bench, Account [email protected]

Networks of FloridaSPURS#: FL-262089795-002111 North Baylen StreetPensacola, FL 32501850-434-8600FAX: 850-434-8609

CONTACT: Bob Duff, Program Manager [email protected] (New September 2003)

Modcomp (Formally Technisource Hardware, Inc.)(A)SPURS#: 59-2786227-0011901 W. Cypress Creek RoadFt. Lauderdale, FL 33309Contact: Victor Dellovo

[email protected]

The Presidio Corp. (R)SPURS#: 581667655-0081300 Executive Center Dr., Suite 103Tallahassee, FL 32303Contact: Leroy Caldwell850-219-2444850-219-2446

[email protected] (REV 27 FEB 02)

TMBD Computer Systems, IncSPURS#: F-392026307-001207 N. Moss Road, Suite 103Winter Springs, FL 32708352-243-4907CONTACT: Marvin [email protected]

computer assoc./state of fla

Documents