Exhibit 10.54
STATE OF NEW YORK
NEW YORK STATE DEPARTMENT OF LABOR
AMENDMENT NO. 4 TO
COMPTROLLER'S CONTRACT NO. C000857
WITH CLEARBLUE TECHNOLOGY MANAGEMENT, INC.
THIS AGREEMENT is made this 12th day of November, 2002 by and between
the People of the State of New York, acting by and through Xxxxx Xxxxxxx. the
Commissioner of Labor, whose office is at the 5th Floor of Building 12. Governor
W. Xxxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000
(hereinafter referred to as "Labor" or "State") and ClearBlue Technology
Management, Inc., a corporation authorized to do business in the State of New
York, with an office at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, X.X. 00000 (hereinafter
referred to as "ClearBlue" or "Contractor").
W I T N E S S E T H:
WHEREAS, the parties entered into Comptroller's Contract No. C000857
(hereinafter "Contract") approved by the State Comptroller on November 30, 2000.
for the provision of Software development and maintenance. Web Hosting and Help
Desk services (hereinafter "Software Services"); and
WHEREAS, the Contract provided for the Department to spend $19,000,000
for Software Services and to increase additional expenditures in an amount of up
to $82,000,000 over a term of five (5) years subject to the periodic extension
of funding (hereinafter "Contract Funding") from the United States Department of
Labor; and
WHEREAS, Amendment No. 1 increased the Contract Funding $4,833,407 to
provide additional Software Services; and
WHEREAS, Amendment No. 2 increased the Contract Funding $25,540,000 to
provide additional Software Services; and
WHEREAS, Amendment No. 3 increased the Contract Funding $4,384,994 to
provide additional Software Services, increased the hourly billable rates in
accordance with the Consumer Price Index for Syracuse, and assigned the Contract
from Applied Theory Corporation, Inc. to ClearBlue Technologies Management,
Inc.; and
WHEREAS, the parties are ready, willing and able to enter into such an
amendment (hereinafter "Contract Amendment No. 4").
NOW THEREFORE, in consideration of the mutual undertakings and
covenants herein contained the parties agree as follows:
1. The Contract Funding is hereby increased to permit the
Department to spend an additional $ 18,952,142 for Software
Services in accordance with the rates and terms contained in
the Contract and the Scope of Services, attached hereto and
hereby incorporated by reference.
2. The Contract scope is hereby amended to permit the Department
to provide Software Services on behalf of the Rhode Island
Department of Labor and Training in accordance with the
Memorandum of Agreement attached hereto. The Memorandum of
Agreement describes Software Services to be provided, along
with associated costs, and becomes part of this Contract.
3. This Agreement shall be deemed executory only to the extent of
funding available to the State for the performance of the
terms hereof and no liability on account thereof shall be
incurred by the State of New York beyond monies available for
purpose thereof.
4. This Agreement shall be governed by the laws of the State of
New York.
5. Appendix A, standard clauses for New York State contracts,
attached hereto, is hereby expressly made a part of this
Agreement as fully as if set forth at length herein.
Page 2
6. In all respects not inconsistent with this Contract Amendment
No. 4. the terms of the Contract as originally entered into
shall remain in full force and effect and binding upon the
parties hereto.
7. This Contract Amendment No. 4 the Contract and any prior
amendments, constitute the entire Agreement between the
parties hereto and no statement, promise, condition,
understanding, inducement or representation, oral or written,
expressed or implied, which is not contained herein shall be
binding or valid and this Agreement shall not be changed,
modified or altered in any manner except by an instrument in
writing executed by both parties hereto.
8. This Contract Amendment No. 4 shall not be deemed executed,
valid or binding unless and until approved in writing by the
Attorney General and the State Comptroller.
Page 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
CONTRACT NUMBER C0008S7
Agency Certification
"In addition to the acceptance of this
contract. I also certify that original
copies of this signature page will be
attached to all other exact copies of this
contract."
CLEARBLUE TECHNOLOGIES THE PEOPLE OF THE
MANAGEMENT, INC. STATE OF NEW YORK
BY: /s/ Xxxxx Xxxxxx BY: /s/ Xxxx X. Xxxxxxx
--------------------- ---------------------------
TITLE: Sr. V.P. Products & Services TITLE: Principal Accountant (ES)
FEDERAL I.D. No.: 00-0000000 11-15-02
APPROVED AS TO FORM APPROVED
XXXXX XXXXXXX H. XXXX XXXXXX
ATTORNEY GENERAL STATE COMPTROLLER
BY: /s/ Illegible
--------------------------
For The State Comptroller
December 19, 2002
STATE OF NEW YORK
DEPARTMENT OF LABOR
Governor W. Xxxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
December 19, 2002
Xx. Xxxxx Xxxxxxx
Director, Contracts Management
Clear Blue Technologies
0000 Xxxxxxxx Xx., 0xx Xx.
Xxxxxxxx, XX 00000
T: (000) 000-0000, Ext. 5225
F: (000) 000-0000
RE: CLEAR BLUE
CONTRACT C000857
AMENDMENT 4
Dear Xx. Xxxxxxx:
Please accept this letter as notice that we are striking all
provisions in Amendment 4 that relate to the Memorandum of Agreement with the
Rhode Island Department of Labor & Training.
The specific portions of Amendment 4 that are dropped with this letter
are as follows:
- Amendment page 2, item number 2.
- Attached Memorandum of Agreement.
To effect this change, please have an authorized representative execute
each of the enclosed copies. Kindly return an advance copy to me by fax at (518)
000-0000. Thereafter, please send the original to us by overnight delivery. We
will then sign the fax and forward it to OSC for approval.
Sincerely,
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Principal Accountant (ES)
CLEARBLUE TECHNOLOGIES THE PEOPLE OF THE STATE
MANAGEMENT, INC. OF NEW YORK
BY: /s/ Xxx Xxxxxx By: /s/ Xxxx X. Xxxxxxx
------------------------------ -------------------------------
NAME: Xxx Xxxxxx NAME: Xxxx X. Xxxxxxx
TITLE: General Manager TITLE: Principal Accountant (ES)
FEDERAL I.D. No.:00-0000000
CORPORATE ACKNOWLEDGEMENT
STATE OF NEW YORK }
}SS:
COUNTY OF Onondaga }
On the day of December 19th in the year 2002 before me personally
came Xxxxxxxx X. IIawley to me known, who, being by me duly sworn did depose and
say the he resides at Skaneateles, NY; that he is the General Manager of the
ClearBlue Technologies Management, Inc., the corporation described in and which
executed the above instrument; and that he signed his/her name thereto by
authority of the Board of Directors of said corporation.
/s/ Xxxxxxxx X. Xxxxxx
-----------------------------
Notary Public
OFFICE OF THE STATE COMPTROLLER
Approved 12/19/2002
Dept. of Audit & Control
NAME Illegible
