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APPflOYEO AS TO THE AVAlLABlUTY OF APPRoPRIATION· STATE COHTROU.ER

DEPT. COpy

STATE PURCHASING AGENT

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PURCHASE/SERVICE AGREEMENT
between
The State of Rhode Island and Providence Plantations
Department of Corrections
and
Lucent Technologies, Inc.

Lucent Technologies Inc. ("Lucent") with a local office at 222 Richmond St., Providence,
RI 02980 and The State of Rhode Island, Department of Corrections located at One
Capitol Hill, Providence, Rl 02908 ("The State") agree that the following terms and
conditions (<<Agreement") shall govern the contractual rights, duties and obligations of
Lucent and the State with respect to the contract award of Bid Number 1752 to Lucent on
June 26, 1997.

1. CONTRACT PERIOD
This Agreement shall be effective for a period of ten (10) years, commencing on the
date-this Agreement is fully executed by an authorized representative of the State and
Lucent's written acceptance by an authorized representative of Lucent Technologies
Inc. unless terminated as stated herein.
2. CONTRACT DOCUMENTS
This Agreement shall be comprised of the following documents and exhibits:

Exhibit A - The State's RFP Number 1752
Exhibit B - Lucent's proposals dated March 27, 1997 (Technical) and June 16, 1997
(Financial)
Exhibit C - Equipment List
Exhibit D - Unit Price List
Exhibit E - Project Implementation Schedule and Responsibilities List
Exhibit F - Training
Exhibit G - Internal Revenue Service Form W-9
Exhibit H - Performance Bond and Labor Materials Bond
Exhibit I - Certificate of Insurance
Exhibit J- Rhode Island Equal Opportunity Compliance Certificate and Agreement
Exhibit K - Minority Business Enterprise Plan
Exhibit L - Vendor Security Requirements

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page 2

In the event of a conflict between the terms and conditions in this Agreement and
terms or conditions stated in any Exhibit, the tenns of the Agreement shall supersede
those of any Exhibit.

3. PRODUCTS AND SERVICES TO BE PROVIDED BY LUCENT
A. Lucent Technologies shall furnish at the State's location at 40 Howard Avenue,

Cranston, R.I. the telecommunications, voice processing and call accounting products
and services itemized in Exhibit C ("Products") in accordance with the scope orf work
for wire and cable and other technical specifications stated in Exhibit A and Lucent's
technical proposal dated March 27, 1997 as stated in Exhibit B and shall install and
maintain such Products for the term of the Agreement ("Services"). All Products shall
be provided directly by Lucent, except for the follov.ing subcontractor provided
Products'
(1) Wire and Cable - American Networks International, Mirra Company Inc.
(2) Call Accounting System - Integratrak
(3) Calilogginglmonitoring equipment - AT&Tff-N"ETIX
B. During the ten (10) year term of this Agreement, Lucent Technologies shall maintain

the Products in good operating condition and in accordance ......ith the service standards
stated in Section 11.
C. In addition to the Products and Services stated in Section 3A above, Lucent shall
provide inmate calling service for the ten (10) year tenn of this Agreement through its
subcontractors AT&T and NYN"EX (UCornmon Carriers"). Inmate calling service
shall be provided in accordance with the rates (including any fixed surcharges) and
tenns and conditions of the applicable tariffs governing such netWork services. From
commission revenues received by Lucent from the Cornmon Carriers, Lucent agrees to
pay to the State an amount of S117 ,500 per quaner pursuant Exhibit A, RFP Section
7.5.

4. CONSIDERATION BY THE STATE
A. Notwithstan~ing anything to the contrary in the RFP or Lucent's Proposal, in

consideration for the Products and Services described in Section 3 above, the State
agrees that Lucent shall be entitled to all commissions generated by the inmate calling
service pro"ided by the Common Carriers. The State acknowledges that, except as
stated in Section 3C, it shall not obtain any commissions or other revenues from the
provsions of inmate calling setVices.

page 3

;.---.

B. The State acknowledges that the continuation of irunate calling services at the levels in
existence at the commencement of this Agreement is a critical element of the State's
consideration. In the event that (a) the State fails to perform any of its obligations as
stated in Section 5 below, or (b) the State ceases offering inmate calling services or
thakes any action that materially changes the type or level of inmate calling services for
any reason, including force majeure conditions stated in Section 18 below, the State
shall be liable to Lucent for any proven direct damages to Lucent resulting from such
actions or conditions.

5. OBLIGATIONS OF THE STATE

A. The State hereby agrees that it v.ill continue, for the term of this Agreement, to
pro\ide irunate calling service as offered to inmates as of the effective date of this
Agreement, and in the event of any reorganization or privatization of services by the
State during the term of this Agreement, the State agrees that it shall obligate any
successor, agent, or assignee to the same obligations as stated herein.
B The State hereby agrees to the exclusive use of the Common Carriers stated herein for
the provision of inmate calling service, or any service which may serve a similar
function to inmate calling service, for the tenn of this Agreement.
C. The State hereby agrees that it shall not offer any communication services to inmate
which may, in Lucent's sale discretion, be in competition with irunate calling service,
or in any way serve to decrease usage of inmate calling service during the term of this
Agreement.

D. The State shall provide site conditions suitable for the installation of Produets as
requested by Lucent, including but not limited to equipment room(s), wire closets,
electricity, heating and air conditioning.
E. The State shall be responsible for removal of any hazardous materials (i.e. asbestos) or
correction of any hazardous condition which affects Lucent's performance of Services.
Services will be delayed until the State removes or corrects the hazardous condition~
Lucent shall not be liable to the State for such delays.
F. The State shall provide any easements, State pennits, or rights of way required to place
cable between buildings or along public facilities.

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page 4

G. The State shall designate a project manager who shall act as a single point of contact
for Lucent Technologies' project manager, ",,'ith the responsibility for providing
information, resolving implementation issues, and authorizing changes to the work to
be performed.

6. PROJECT IMPLEMENTAnON A. In accordance with Lucent's response to RFP Section 2.2.8, Lucent shall implement
connection of network facilities and commence procurement of cable, equipment and
other materials within two (2) weeks of the execution of this Agreement.
B Lucent shall perform work in accordance with the Project Implementation Schedule
and Responsibilities List ("Project Schedule") set fonh in Exhibit E. Any changes to
the Project Schedule shall be made by mutual agreement of the panies in writing.
C. The State shall accept the Products subject to satisfactory completion of a thirty (30)
day acceptance period commencing on the In-Service Date (" Acceptance Period").
The State shall use its best effon to test equipment and its associated software within
the first ten (10) days of the Acceptance Period and notify Lucent in writing of any
non-conformities \\;th Lucent's published specifications for the Products. Lucent ""ill
promptly correct such non-conformities and notify the State in writing when corrected
Acceptance shall take place on the thirtieth (30th) day after the In-Service Date,
provided that Lucent has corrected the stated non-conformities and the installed
Products have performed for thirty (30) days ""ithout a major failure (" Acceptance
Date"). For the purpose of acceptance testing, a major failure must be caused solely by
Lucent and is defined as the outage of:
(1) 25% or more of trunks and/or stations associated with Lucent Products~
(2) Attendant console outage
(3) Controller or processor outage
(4) 25% or more of data peripherals
(5) 25% or more of special services capabilities
D. In the event that Lucent fails to install Products on or before the In-Service date stated
on the Project Schedule, or if the Products fail to meet the tenns and conditions of
Acceptance as stated in Section 7C above, Lucent shall pay to the State, as liquidated
damages, a amount of $2,000 per day for each calendar day after written notice by the
State that (a) Lucent has failed to install Products on the scheduled In-Service Date,
and/or after (b) the Products have failed to operate in accordance with the terms and
conditions for Acceptance as stated in Section 6C above for thirty (30) consecutive
days. The pa)JTlent of such liquidated damages is conditioned upon the following:

page 5

(1) that the delay is solely caused by Lucent, and not the State or a third party, or

force majeure conditions stated in Section 18 below, and
(2) payment ofliquidated damages is the State's sole remedy for such delay;
(3) total payment of liquidated damages shall not exceed $300,000.
E. Lucent shall pro\ide the training described in Lucent's response to RFP Section 6.9 as
stated in Exhibit G.

i. CHANGES TO PRODUCTS A1'ocl> SERVICES

A. The State hereby acknowledges that the length of the term of this Agreement is based
upon the estimated value of the panicular configuration of Products and Sef'vices
listed in Exhibit C. The State may make changes to the Products and Services listed in
Exhibit C, at the unit prices listed in Exhibit 0 prior to the installation date (''InService Date") provided that the net total of all such changes does not exceed
$50,000. Such changes shall be incorporated into Products provided v.;thout
modification to the consideration stated in Section 4A.
B. The State may purchase any other additions to the Products and Services listed in
Exhibit C during the term of this Agreement at (a) the unit prices stated in Exhibit D if
purchased prior to the In-Service Date, or (b) the unit prices stated in Exhibit D if
purchased within one (1) year after the In-Service Date, or (c) at Lucent's then current
State & Local discounted price for such Products if purchased thereafter. Products
purchased pursuant to this Section 6B shall be purchased by the State under the terms
and conditions of this Agreement, except that:
(1) the State shall make payment for such Products within thirr)' (30) days of the
date invoiced by Lucent;
(2) the State shall be obligated to contract for post-warranty maintenance for any
products purchased that are similar to Products listed in Exhibit A upon
expiration of the applicable warranty for such product.

c. The Change Control Date ("CCD") is the last date Lucent will accept changes to the
Products ordered for installation on the In-Service Date. The CCD for the Products
listed in Exhibit C is shown on the Project Milestone and Responsibilities document in
Exhibit E. Changes received and accepted by Lucent after the CCD will be treated as
separate purchase orders (i.e. separate orders documents under this Agreement,) and
\\till be installed after the In-Service Date pursuant to the terms of Section 6B above.
The Change Control Date for additions purchased after the initial In-Service Date shall
be the date Lucent accepts the order from that State

page 6

D. All changes or subsequent order must be documented and approved in v,.Titing by
authorized representatives of both parties.

8. TITLE AND RISK OF LOSS
A. Title to equipment associated with the Products listed in Exhibit C, as may be modified

pursuant to Section 6A above, shall remain with Lucent Techoologies for the term of
the Agreement. Risk of loss for Products shall pass to the State on the date of
Acceptance.

B. Title and risk of10ss to equipment purchased pursuant to Section 6B above shall pass
to the State on the date of delivery.

9.

\YARR~~TIES

A. Lucent warrants that Definity Products furnished under this Agreement shall be new
and unused at the time of initial installation.
B. Lucent warrants that: for the term of the Agreement, the Products, including any
associated wire or cable installed by Lucent or a subcontractor of Lucent, v.i.lJ. operate
in accordance with Lucent's standard specifications or documentation accompanying
the Product (UDocumentation"). If a Product does not operate in accordance with
Lucent's standard specifications or Documentation, upon notification by the State,
Lucent will, restore such Products v.ithout charge.
C. Lucent warrants that the Products furnished under this Agreement are or shall be Year
2000 compliant in accordance with Lucent's response to SectiOD 2.1 a of the RFP, and
that the State shall not be liable for any additional costs under this Agreement for
upgrade or modification of Produets to a Year 2000 compliant platform.
D. Nomithstanding anything to the contrary in the RFP or Lucent's Proposal, the
warranties stated in this Section 9 are the State's sole warranties under this
Agreement.

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10. \VARRANIT EXCLUSIONS
EXCEPT AS STATED IN SECTION 4 ABOVE, LUCENT, ITS SUBSIDIARIES
A1'ID THEIR AFFILIATES, SUBCONTRACTORS A..1'ID SUPPLIERS MAKE NO
. WARRANTIES, EXPRESS OR IMPLIED, AND SPEClFICALLY.DISCLAIM
ANY WARRANTY OF MERCHANTBILlTY OR FITNESS FOR A PARTICULAR
PURPOSE.

. 11. l\1AINTENANCE SERVICE

A. Service - Maintenance Service includes preventive-maintenance as deemed
apprClpriate by Lucent and remedial maintenance, including replacement parts required
for Products used under normal operating conditions. Maintenance updates to
software are included in maintenance Service and provided at no charge.
(Replacement pans will be provided on-site as deemed necessary by Lucent or its
subcontractor T-~"ETIX.)
B. Coverage Period - Lucent will provide maintenance Service in response to major
failures, a described in Section 6C, 24 hours a day, 7 days a week.
C. Trouble Reports - Lucent 'will accept Definity system trouble reports-in-person 7 days
a week, 24 hours a day toll free on 800-242-2121. At The State's option, The State
may designate, on any given trouble report (via voice response prompt), that the call
go directly to an engineer for immediate response and initiation ofa trouble report. TNETIK's will accept trouble reports 7 days a week, 24 hours a day toll free on 888-2TNETIK.
..
D. Response Times - Lucent and T-NETIK's will commence remote diagnosis of the
trouble condition upon receipt of a major failure switch alarm or a trouble report from
the State describing a major system failure. If the major system failure cannot be
cleared remotely, Lucent will dispatch a technician who will be on-site to initiate
corrective action within four (4) hours of the receipt of the initial major failure trouble
report. Minor failures will be repaired within 24 bours of receipt of the trouble report
during the hours of 8:00 AM to 5:00 PM Monday through Friday, excluding Lucent's
holidays.

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page 8

11. SERVICE EXCLUSIONS
A. The maintenanct Service stated in Section 5 above does not cover repair for damages
or malfunctions caused by'
'(I) actions of persons, other thAn those ofLu~ or a subcontractor or agent of
Lucent;
(2) anaehmemof any equipment or software to the Product except as provided
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(3) the State's failure to follow Lucent's installation, operation or maintenance
instructions, including the State's failure to permit Lucent timely remote access to
the Statc's Product;
(4) abuse, misuse, or negligent acts of non·Lucent personnel;
(5) mC>dification of the Product by the Slale, or
.(6) for~ majCW"e conditions as stated in Section 1g

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B. Lucent will perform repair or other services DOt covered by this Agreement at Lucent's
then current standard time and materiels rates for such service.

C. The State agrees to notify Lu~ prior to mo,,-ing any of the switching system
Products (excluding terminals). Additional charges may apply if Lucent incurs
addit.ional co~s in providing maintenance Services as a result of a move of a Product,

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D.

LUCE~'T

DOES NOT WARRA...NT tfl\c1NTERRUPTED OR ERROR FREE
OPERATION OF TIlE PRODUCTS AI SO LUCENT DOES NOT WARRANT
THAT mE PRODUCTS WILL PREVENT, ~"'D LUCENT WILL NOT BE
RESPONSIBLE FOR, UNAUTHORIZED USE (OR CH.b,.RGES FOR SUCH USE)
OF COMMON CARRIER TELECOMMU~lCATIO?"S SERV1CES OR
FACll..ITIES ACCESSED llIROUGH OR COSNECTED TO PRODl;CTs..(TOLL
FRAUD), EXCEPT TO THE EXTENT THAT S\jCH L1':AUTHORlZED USE IS
mE RESULT OF LUCENT'S NEGLIGENCE OR wn..Lf1JL MISCONDUCT.

13. PATENT A.'ID COPYRIGHT Th1>EMNlTY

A Lucent will defend or settle, at its own expense, any claim or suit against the State
alleging that any Lueent Products furnished under this Agretment infringc any United
SUte! patent or copyright, Lucent will also pay all damages lnd costs that by final
judgment may ~ a.ssessed againS1 the State due to such infringement. LuCtnl's
obligation to indemnifYtbe State as pro\;ded hereunder shall survive the txpiration or
termination of t.his Agreement by either party.

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B. Lucent's obligation is expressly conditioned upon the following: (1) the State shall
promptly notify Lucent in writing of such suitor claim; (2) Lucent shall have sole
control of the defense or settlement of such suit or claim; (3) that the State shall
.cooperate with Lucent in a reasonable way to facilitate the settlement or defense of
any claim or suit; and (4) that the claim or suit does not arise from modifications, or
from use of combinations of Products provided by Lucent \vidi products provided by
the State or others.

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C. If any Lucent Products become, or in Lucent's opinion are likely to become, the
subject of an infringement suit, Lucent will at its option: (1) procure for the State the
right to continue using the applicable Products; ~) replace or modify the Products
wi~h a noninfringing Product that is functionally equivalent to in all material respects;
or (3) refund the purchase price or one-time software license fee less a reasonable
allowance for use.

14. SOFTWARE LICENSE
A.

Luc~nt

grants to the State a personal, non-transferable and non-exclusive right to use,

in object code form, all software and related documentation furnished under this

Agreement. This grant shall be limited to use with the equipment-fo~hich the
software was obtained or, on a temporary basis, on back-up equipment when the
original equipment is inoperable. Use of software on multiple processors is prohibited
unless otherwise agreed to in writing by Lucent. The State will refrain from taking any
steps, such as reverse assembly or reverse compilation, to derive a source code
equivalent of the software or to develop other software. The State will use its best
efforts to ensure that its employees and users of all software licensed under this
Agreement comply with these tenns and conditions.
B. The State may make a single archive copy of software. Any copy must contain the
same copyright notice and proprietary markings that the original software contains.
Use of software on any equipment other than that for which it was obtained, removal
of software from the United States, or any other material breacb shall automatically
terminate this license.
C. This software license shall terminate upon expiration of this Agreement, or on the date
of termination if terminated sooner. In the event that the State elects to'purchase
Products pursuant to Section 17A below, the State shall retain the license to use
software under the provisions of this Section 14.

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page 10

15. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY
A. THE ENTIRE LIABll..ITY OF LUCENT AND ITS SUBSIDIARIES, AFFILIATES
AND SUBCONTRACTORS (AND THE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, REPRESENTATIVES, AND SUPPLIERS OF ALL THEM) AND THE
STATE'S EXCLUSIVE REMEDIES FOR ANY DAMAGES CAUSED BY ANY
PRODUCT DEFECT OR FATI...URE OR ARISING FROM THE PERFORMANCE
OR NON-PERFOR1vfANCE OF ANY WORK, REGARDLESS OF THE FORMDF
ACTION, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE,
STRICT LIABll..ITY OR OTHERWISE, SHALL BE:
(1) FOR lNFRINGE1\1ENT, 1HE REMEDIES STATED IN SECTION 13;
(2) FOR DAMAGES TO REAL OR'TANGIBi£ PERSONAL PROPERTY OR
FOR BODll..Y INJURY OR DEATH TO ANY PERSON FOR WIDCH
LUCENT'S SOLE NEGLIGENCE WAS THE PROXTh1ATE CAUSE, THE
STATE'S RIGHT TO PROVEN DAMAGES TO PROPERTY OR PERSON;
(3) FOR CLAIMS BY TIDRD PARTIES AGAINST THE STATE, LUCENT
SHALL INDEMNIF( AND HOLD HAR1v1LESS CUSTOMER, ITS AGENTS,
SERVANTS, AND EMPLOYEES AGAlNST ALL CLAIMS, DEMANDS, AND
JUDGMENTS- MADE OR RECOVERED AGAINST THEM FOR DMAAGES
TO REAL OR TANGffiLE PERSONAL PROERTY OR FOR BODILY INJURY
OR DEATH TO ANY PERSON ARISING OUT OF, OR rn CONNECTION
WITH TInS AREEEMENT;wHERE SCH DAMAGE, INJURY OR DEATH
WAS CAUSED SOLELY BY THE NEGLIGENCE OF LUCENT OR ANY
SUBCONTRACTOR OF LUCENT OR THEIR. EMPLOYESS, SERVANTS OR
AGENTS, PROVIDED, HOWEVER, THAT SUCH INDEMNIFICATION AND
SAVE HARMLESS OBLIGATION SHALL APPLY ONLY TO"blRECT
DAMAGES WIDCH ARE PROVEN AND SHALL NOT APPLY TO
CIRCUMSTANCES RESULTING FROM ANY NEGLIGENCE OF
CUSTOMER, ITS AGENTS, SERVANTS, OR EMPLOYEES, AS FINALLY
DETERMINED BY A COURT OF COMPETENT JURISDICTION, AND
PROVIDED FURTHER, THAT SUCH INDE1vfNIFICATION AND SAVE
HARMLESS OBLIGATION IS EXPRESSLY CONDITIONED UPON.THE
FOLLOWING: (i) THAT LUCENT SHALL BE NOTIFIED IN WRITING
PROMPTLY OF ANY SUCH CLAIM OR DEMAN; (ii) THAT LUCENT
SHALL HAVE SOLE CONTROL OVER THE DEFENSE OF ANY CLAIM: OR
DEMAND A..'ND OF ALL NEGOTIATIONS FOR ITS ETTLEMENT OR
COMPROMISE; (iii) CUSTOMER SHALL COOPERATE WITH LUCENT IN
A REASONABLE WAY TO FACll..ITATE THE SETILEMENT OR DEFENSE
OF SUCH CLAIM OR DEMAND.
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(4) FOR DELAY D'i THE IN-SERVICE DATE, THE RE~1EDIES STATED IN
SECTION 60.
(S) FOR LUCENT'S FAll..URE TO PERFOR.\j AJ.'fY MATERIAL TE~\1 OR
COl\TJ)ITION OF TInS AGREElvfENT FOR A PERIOD OF THIRTY (30)
DAYS AFTER WRITTEN NOTICE BY 11IE STATE OF SUCH FAll..URE,
THE STATE SHALL HAVE AS ITS SOLE REMEDIESWTIIE REMEDY
STATED IN SECTION 18B B~LOW, OR (b) THE RIGHT·TO CO~"TRACT
FOR SIMILAR SERVICES FROM ANOmER VENDOR AND CLAThi SUCH
PROVEN DIRECT COSTS AS DA.\1AGES AGAINST LUCENT. IN THE
EVENT TIIAT LUCENT FAll..S TO EITHER REMEDY TIrE FAILURE IN
ACCORDANCE WITH THE TERMS A..l\ID CONDITIONS OF THIS
AGREEMENT, OR F~S TO MAKE PROMPT PAYMENT OF SUCH
CLAIMS, THE STATE MAY TAKE ACTION AGAINST THE
PERFOlUM..NCE BO~L> PROVIDEp IN SECTION 20 BEL.OW.
B. EXCEPT TO mE E~l PROVIDED IN SECTION 15

SUB5ECT10~

A(l),

A(2), A..~ A(3), ABOVE, LUCE1'll" SHALL NOT BE LIABLE FOR THE
FOLLO\\1NG TYPES OF DA.\1AGES: (1) INCIDENTAL DAMAGES, (2)
SPECIAL OR CONSEQUENTL.Q DAM.AGES, INCLUDING BUT NOT LTh1ITED
To"LOST PROFITS, SAVINGS OR REVE~1JES OF ANY KIND~ A..'ND
CHARGES FOR COMJ\.fON CARRIER TELECOM1vfUNICATlON SERVICES OR
FACll.ITIES ACCESSED TIiROUGH OR COl'\TNECTED TO PRODUCTS (TOLL
FRAUD). LUCENT SHALL NOT BE LIABLE FOR THE TYPES OF DAMAGES
E1'l1JMERATED ABOVE WHETIlER OR NOT LUCENT HAS BEEN ADVISED
OF 1HE POSSmILITY OF SUCH DAMAGES. THIS PARAGRAPH SHALL
SURVIVE TIIE FAIl.tJRE OF M-Y EXCLUSIVE REMEDY.
C. Any claims by the State against Lucent, for any cause, sh.a11 be made against Lucent at
the following address:
General Manager
Lucent Technologies Inc.
16 Corporate Woods Blvd.
Albany, NY 12211

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page 12
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16. ADDITIONS TO THE rnSTALLED PRODUCTS
During the term of this Agreement, the State may acquire additional products from
Lucent and connect such products to the Products provided hereunder provided that:
.
(1) such products are solely acquired from and installed by Lucent, or certified by
Lucent if purchased from a supplier other than Lucent, except as otherwise
agreed by Lucent in writing~ and
(2) the State contracts for post~warranty maintenance services on any products
which are purchased from Lucent and are similar to Products maintained by
Lucent under this Agreement.
17. EXPIRATION I TERMINATION

A. The State shall have the option, upon expiration of the ten (10) year term of this
Agreement, to purchase the Products listed in Exhibit C for the amount of one dollar
($1.00.) upon a sixty days(60} prior written notice. If the State does not elect to
purchase the Products, Lucent shall commence removal the Products on the day
following the expiration of this Agreement.
B. In the event thafthe conunissions paid by the Common Carriers decrease by 50% or
more from the average commission rate paid by the Common Carriers during the first
six (6) months ofthis AgreemeRt,-md such decrease continues for a period of three (3)
months, regardless of the cause of such decrease, Lucent shall have the right to
terminate this Agreement upon a sixty (60) prior written notice' and commence
removal ofProducts on the 61st day after such notice, unless otherwise agreed to by
the parties.
-..

18. FORCE MAJEURE
A. Lucent shall have no liability to provide maintenance Service for Products damaged by

fire, explosion, lightning, pest damages, power surges or failures, strikes or labor
disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or
military authorities or the public enemy, except that Lucent shall be obligated to
perform such Services on a time and materials basis at the State's request.
B. Lucent shall have no liability for delay in installing the Products on the scheduled InService Date if such delay is the result of the inability to secure raw materials,
transportation facilities, fuel or energy shortages, acts or omissions of communications
carriers, or any ofthe force majeure conditions listed above, provided however, that
such delay does not exceed thirty (30) days. In the event that Lucent is unable to

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page 13.

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shall refund to the State any commissions paid by the respective Common Carriers up
to the date of tennination.

19. ASSIGNMENT
-_.Neither party may assign this Agree!Tlent without the prior written consent of the other
party, which consent shall not be unreasonably withheld. However, Lucent may assign
this Agreement without such"consent to a present or future affiliate, subsidiary,
successor or distributor or may assign its right to receive payment without The State's
consent. In the event of an assignment by-Lucent, Lucent shall remain liable to State
for all of Lucent's obligations under this Agreement unless otherv.ise agreed in Vtnting
by the parties.

20.

BO~DIXG A~~

L'iSURANCE

A. Lucent warrants, represents and covenants that it shall maintain during the
term of this Agreement, and at its own expense, all necessary insurance
required to cover its obligations as stated in this Agreement, including but not
limited to worker's compensation as required by statute,-LJJ~nt further agrees
to maintain any excess liability policies for any amounts in excess of its selfinuring limits and shall provide The State with certification of such insurance
within ten (10) days of the execution of this Agreement. Lucent's agreement
to provide certificates of insurance shall not serve to either modify or expand
the limitations s~ted in Section 15 above. nor shall such agreement to insure
be construed as a preindemnification for any claim or demand.

B, Lucent shall secure a performance and payment bond in the amount of $4,000,000 to

secure the performance of work under this Agreement up to the In-Service Date.
After the In-Service Date and throughout the remaining tenn ofthis Agreement,
Lucent agrees to maintain a performance bond in the amount of 5500,000 to secure
the State's right to maintain Products in good working'order in the event ofLucent's
failure to perform maintenance Services as stated herein. Notwithstanding anything
to the contrary in the RFP or LucenCs Proposal, in the event that Lucent fails to
satisfy any claim made by the State, the State's sole remedy shall be to take action the
above referenced performance bond.

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page 14

21. GENERAL

A.. Any supplement or waiver of any provision of this Agreement must be in writing and

signed by authorized representatives of both panies.
B. If either party ever fails to enforce any right or remedy available under this Agreement,
that failure shall not be construed as a waiver of any right or remedy with respect to
any other breach or failure by the other pany.

C. The State certifies that the Products acquired hereunder are intended for The State's
use in the ordinary course of business and not for the purpose of resale.
D. This Agreement shall be governed by the local laws (as opposed to the conflict oflaw
provisions) of the State of Connecticut.
E. NOTWlTHST k'IDING ANYTHING TO THE CONTRARY IN RFP SECTION
2.2.4, OR LUCENT'S RESPONSE THERETO, TInS AGREEMENT, AND ITS
EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITIi RESPECT TO THE PRODUCTS A..ND SERVICES PROVIDED
HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS,'
COMMUNICATIONS BETWEEN THE PARTIES k'ID UNDERSTAi\jUINGS,
WHETHER WRlTfEN OR ORAL

Each party represents that it has the full power and authority to enter into and
perform this Agreement, and that the person signing this Agreement on behalfof each
party has been properly authori;ed cmd empowered to execute this Agreement on behalf
ofeach such party.
IN WITNESS WHEREOF, the undersigned have read and agreed to the terms of
this Agreement.
The State of Rhode Island
and Providence Plaotations
De artment of Corredions:

A}lthorized si

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. ture
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Name printed or typed

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