Settlement Agreement





	




SETTLEMENT AGREEMENT 



        This
Settlement Agreement (the “Agreement”) is entered into by and between the New
York City Transit Authority (“Authority”), and AlphaNet Solutions, Inc.
(“AlphaNet”) (jointly referred to as the “Parties”) this 25th  day of
March, 2003. 



        WHEREAS,
on December 16,1997 the Authority entered into Contract D-337437R (“Contract”)
with AlphaNet in the amount of $20,433,382.53, and 



        WHEREAS,
Modification No. 1 was issued on September 29, 1998 in the amount of $171,055.60 making
the total Contract amount $20,604,438.13. 



        WHEREAS,
on, or about May 5, 1999, AlphaNet submitted a request to the Authority for change order in
the amount of $1,215,891 along with a request for thirteen month extension to the
Contract’s duration, which was denied by the Authority’s Project Manager
(“Claim”) after which AlphaNet submitted a dispute concerning the Claim to the
Authority’s Dispute Resolution Officer which was denied; and 



        WHEREAS,
AlphaNet then challenged the denial in an Article 78 proceeding whose petition was
captioned AlphaNet Solutions, Inc. v. New York City Transit Authority; bearing Index No.
8172/02 in the Supreme Court of the State of New York, Kings County, which petition was
denied (“Article 78 proceeding”); and 



        WHEREAS,
AlphaNet filed a Notice of Appeal from the order denying the petition in the Appellate
Division, Second Judicial Department (“Appeal”) bearing Docket No.: 2002-05198;
and 



        WHEREAS,
the Authority has paid AlphaNet to date the sum of $16,400,142.01 and 



        WHEREAS, the
Authority has approved invoices in the amount of $1,646,014.74 for payment and which are
identified on Schedule A annexed hereto (“Approved Invoices”); and 


















	



        WHEREAS,
the Authority has approved additional invoices in the amount of $96,821.45 for payment and
which are identified on Schedule B annexed hereto (“Accepted Invoices”); and 



        WHEREAS,
monies withheld for Warranties total $638,471.40 (“Warranty Monies”); and 



        WHEREAS, AlphaNet
has submitted requests for payment to the Authority through March 7, 2003,
which have not yet been processed or approved for payment (“Open Invoices”) and
which are identified on Schedule C annexed hereto; and 



        WHEREAS,
AlphaNet intends to submit additional invoices (“Additional Invoices”) to the
Authority; and 



        WHEREAS,
the Authority is assessing liquidated damages in the amount of $300,000.00; and 



        WHEREAS, the
parties desire to settle all past, present and future claims or disputes between them. 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows: 



        1)              The
     Authority  will  issue  payment,  within 30 days of the  execution  of this
Agreement,  for  the  Approved  Invoices  less  a  $150,000.00  deduction.  That
deduction, one half of the Authority’s  liquidated damages assessment, will
result in an Approved Invoice payment of  $1,496,014.74.  The parties agree that
the balance of the  Authority’s  liquidated damages  assessment  ($150,000)
will be deducted from  AlphaNet’s  invoice for monies withheld for warranty
work  which  is  $638,471.40  (“Warranty  Monies”)  and  will  be paid
pursuant to Paragraph 4. 



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        2)              The
     Authority  acknowledges  its receipt of Open  Invoices from  AlphaNet.  The
Authority  shall  process  such  invoices  for  payment in  accordance  with the
Contract.  The Authority  will use its best efforts to process the Open Invoices
expeditiously  and the  parties  agree to use their  efforts  to meet  weekly to
review  the  status of all Open  Invoices.  The  parties  agree  that the sum of
$536,476.82,  representing  the balance of  repayments  owing by AlphaNet to the
Authority in respect of advance payments made by the Authority to AlphaNet under
the Contract,  will be deducted from payments due for the Accepted  Invoices and
Open  Invoices at the time  payments of the Accepted  Invoices and Open Invoices
are made.  The Authority  will pay the full amount of the Accepted  Invoices and
the approved Open Invoices less the deduction of  $536,476.82.  In the event any
portion of the Open Invoices is disputed by the Authority, such invoices will be
deemed to be Additional  Invoices which shall not delay payment of the remaining
Open Invoices. 



        3)              All
     payments due under this  Agreement are subject to claims against monies due
under the  Contract  arising  under the Lien Law and Labor  Law.  The  Authority
represents  and warrants to AlphaNet that the Authority is not aware,  as of the
day of the date of this  Agreement,  of any claims,  liens or lawsuits  asserted
against the Contract or monies due under the Contract. 



        4)              After
     the $150,000.00  deduction for liquidated  damages from the Warranty Monies
is made,  monies withheld for the warranties  shall be $488,471.00  which amount
shall be invoiced by AlphaNet  subject to any  deductions  made by the Authority
for warranty work. The parties agree that no additional  monies will be withheld
for warranty retainage.  After January 31,  2004, AlphaNet will invoice the
Authority for the Warranty Monies. 



        5)              The
     parties agree that the Contract was completed as of January 31, 2003;  that
any work after that date shall be performed  pursuant to mutually  agreed change
orders; and that all warranties required by the Contract shall expire on January
31, 2004 with the  exception of warranties  for change order work  identified on
Schedule D attached  hereto as mutually agreed by the Authority and AlphaNet and
any other work performed after January 31, 2003. 


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        6)              Simultaneously
     with  the  execution  of  this  Agreement,  AlphaNet  will  deliver  to the
Authority  a  stipulation  discontinuing  with  prejudice  its  appeal  from the
decision,  order and judgment of the Supreme  Court,  Kings County,  in the form
annexed hereto as Exhibit 1. 



        7)              Except
     to the extent otherwise set forth herein,  the terms of the Contract remain
in full force and effect and nothing in this  Agreement  shall be deemed to be a
waiver by the Authority of the provisions of the Contract, including Article 211
pursuant to which any dispute  concerning  this Agreement  shall be adjudicated,
except the Authority  agrees to limit its  assessment  of liquidated  damages to
$300,000.00 and agrees not to assess any additional sums for liquidated damages.
Without limiting the foregoing,  AlphaNet hereby agrees to defend, indemnify and
hold  harmless  the  Authority  from and  against  any and all claims and costs,
regardless of nature or description  (including counsel fees),  arising from, or
relating  to, (i) any  failure of  AlphaNet  to  provide  to the  Authority  the
affidavits  showing payment to  AlphaNet’s  employees,  subcontractors  and
suppliers  and (ii) any failure,  in fact, by AlphaNet to have made all lawfully
required payments to AlphaNet’s employees, subcontractors and suppliers for
work performed on the Project. 



        8)              For,
     and in consideration of, the mutual  agreements set forth herein,  AlphaNet
does forever release,  discharge and acquit the Authority and its  subsidiaries,
parents and  affiliated  entities,  divisions,  assigns,  successors,  officers,
directors, employees, agents, and attorneys, and all other persons, individuals,
turns, corporations,  government, units, quasi-governmental units, companies, or
associations of and from any and all past, present or future actions,  causes of
action,  claims,  counterclaims,  or demands for  damages,  costs,  loss of use,
expenses,  compensation,  incidental or consequential damages or any other thing
whatsoever on account of, whether  presently  known or acquired in the future or
in any way arising out of or relating to the  Contract to the day of the date of
this  Agreement,  including  but not  limited to the Article 78  proceeding  and
Appeal; provided, however, nothing contained in this Agreement shall relieve the
Authority  from its obligation to pay AlphaNet any amounts owing to AlphaNet for
the Approved Invoices, Accepted Invoices, Open Invoices and Additional Invoices.



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        9)              This
     Agreement is entered into for  settlement  purposes  only,  and neither the
fact of nor any  provision  contained  in this  Agreement  nor any action  taken
pursuant to this  Agreement may constitute or be construed to be an admission of
any  liability  or an  admission of any claim or fact alleged by either party to
this Agreement. 



        10)              This
     Agreement  may not be  offered or  admitted  as  evidence  in any action or
proceeding brought by any person, whether bound by this Agreement or not, except
in a proceeding  brought  pursuant to Article 211 of the Contract to enforce the
terms of this Agreement. 



        11)              The
     Parties  represent and warrant that the persons signing this Agreement have
been authorized to do so by the Authority and AlphaNet respectively. 



        12)              This
     Agreement shall inure to the benefit of, and be binding upon, any successor
or assign of any Party. 



        13)              No
     modification, amendment or waiver of any provisions of this Agreement shall
be effective  unless approved in writing by the Parties.  The failure of a Party
hereto any time to require  performance by the other Party of any responsibility
or  obligation  hereunder  shall in no way affect the full right to require such
performance  at any  time  thereafter.  A waiver  by a Party of a breach  of any
provision  hereof does not constitute a waiver of any  succeeding  breach of the
same or any such  provision  nor  constitute a waiver of the  responsibility  or
obligation itself. If any provision of this Agreement is declared void, invalid,
or  unenforceable,  it shall have no effect on the validity or enforceability of
any other provision hereof. 


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        14)              This
     Agreement  shall be governed by and interpreted in accordance with the laws
of the State of New York. 



        15)              This
     Agreement is the entire  agreement  between the Parties with respect to the
subject  matter  hereof  and  merges  and  supersedes  all  prior   discussions,
correspondence, proposals, agreements and understandings. 



        16)              The
     Parties further state that they jointly  drafted this Agreement,  consulted
with  their  attorneys  and  carefully  read  each and  every  provision  of the
foregoing  Agreement and understand the contents  thereof,  and execute the same
freely and voluntarily. 



        17)              The
     Parties  agree to  cooperate  fully and execute  any and all  supplementary
documents  and  to  take  all  additional  actions  that  may  be  necessary  or
appropriate  to give full force and effect to the basic terms and intent of this
Agreement. 



             18)    
The Parties represent and warrant that they have not transferred or assigned any
of their rights of recovery against the released Parties. 


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        19)
       This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.  











	New York City Transit Authority



By:  PETER GILLESPIE

——————————————

PETER GILLESPIE

Assistant Chief Procurement Officer  		







	AlphaNet Solutions, Inc.



By:  RICHARD G. ERICKSON

——————————————

RICHARD G. ERICKSON

President and Chief Executive Officer 

Corporate Seal  		







	


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ALPHANET SETTLEMENT
AGREEMENT  



SCHEDULE A  











	Invoice No.	Invoice No.	Invoice No.	Invoice No.
	 
	47540	47572	47516	47489
	47538	47571	47515	47488
	47535	47569	47514	47484
	47531	47568	47511	47483
	47529	47567	47510	47482
	47528	47566	47509	44617
	47526	47565	47508	44614
	47524	47564	47507	44594
	47520	47563	47506	44593
	47517	47562	47505	44588
	48630	47561	47504	44583
	48629	47560	47503	44562
	48623	47559	47502	44561
	47826	47558	47501	42503
	47825	47557	47499	42500
	47578	47555	47498	39254
	47577	47544	47497	35406
	47575	47543	47496	35364
	47574	47542	47493	34295
	47573	47541	47490







	


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ALPHANET
SETTLEMENT AGREEMENT  



SCHEDULE B  












	Site Name	Category	Invoice No.
	 
	Rockaway Blvd	Networking	INV0044587
	Queensboro Plaza SCR	Cabling	INV0047485
	20th Ave. SCR	Cabling	INV0047486
	38th St. Yard (CO# 030502-2)	Cabling	INV0047492
	20th Ave. SCR	Networking	INV0047513
	71st St. Continental (CO# 071602-2)	Cabling	INV0048868








	


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 ALPHANET
SETTLEMENT AGREEMENT  



SCHEDULE C  











	Site Name	Category	Invoice No.
	 
	Dekalb SCR	Cabling	INV0035400
	145th St. SCR	Networking	INV0044558
	179th St. SCR	Networking	INV0044579
	148th St. Station	PC	INV0044606
	Jay St. (10th Invoice)	PC	INV0044615
	Rockaway Park	PC	INV0044616
	Broadway/Lafayette	Cabling	INV0047480
	Prospect Park (CO# 030502-5)	Cabling	INV0047487
	Linden Shop (Includes Aerial Cabling)	Cabling	INV0047491
	14th St. & Union Square	Networking	INV0047512
	Jay St. (Mar. 02)	PC	INV0047518
	 	Networking	INV0047521
	207th St. (CO# 011502-01)
	96th St. SCR	Networking	INV0047525
	145th St. SCR	Networking	INV0047527
	168th St. Station	Networking	INV0047530
	Linden Shop (Includes Aerial Cabling)	Networking	INV0047539
	Roosevelt Ave Station	Networking	INV0047545
	 	Networking	INV0047546
	CO# 011402-01 (Design and Testing)
	CO# 011402-01 (Labor for 1st SCR site (Dekalb Ave))	Networking	INV0047547
	CO#011402-01 (Labor Cost for Project Management)	Networking	INV0047548
	CO# 011402-01 (Labor cost for SCR - Grand Concourse)	Networking	INV0047549
	CO# 011402-01 (Labor cost for SCR - Grand Central	Networking	INV0047550
	Station)
	CO# 011402-01 (Labor cost for SCR - Zerega)	Networking	INV0047551
	CO# 011402-01 (Labor cost for SCR - 225th)	Networking	INV0047552
	CO# 011402-01 (Labor cost for SCR - 145th)	Networking	INV0047553
	Jay St. (May 02)	Networking	INV0047554
	38th Street Yard	Networking	INV0047556
	59th St. & Columbus Circle	PC	INV0047570
	Canal St. Station	PC	INV0047576
	 	Cabling	INV0048869
	Westchester Yard (CO# 042202-1)
	 	Cabling	INV0048871
	Nevins St





	


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	Site Name	Category	Invoice No.
	 	 	 
	Broadway/Junction	Cabling	INV0048872
	212 Jay St	Cabling	INV0048873
	14th & 8th Ave	Cabling	INV0048874
	34th & 8th Ave	Cabling	INV0048875
	57th & 7th Ave	Cabling	INV0048876
	207th St. Yard (CO Hub 11)	Networking	INV0048877
	212 Jay St	Networking	INV0048878
	 	Networking	INV0048882
	Nevins St
	Broadway/Junction	Networking	INV0048883
	14th & 8th Ave	Networking	INV0048884
	 	Networking	INV0048885
	Jay St. (Sep. 02)
	 	Networking	INV0048886
	Westchester Yard (CO# 051002-01)
	 	Networking	INV0048887
	34th & 8th Ave
	Jay St. (Oct. 02)	Networking	INV0048888
	 	Networking	INV0048889
	Labor for CO# 011402-01 - Router Upgrade
	14th & 6th Ave	PC	INV0048890
	Jay St. (Oct.02)	PC	INV0048894
	4th & 9th Ave	Cabling	INV0049091
	Staten Island	Cabling	INV0049092
	CO# 121002-1 (Grand Central Station)	Cabling	INV0049093
	 	Networking	INV0049094
	57th & 7th Ave
	4th & 9th Ave	Networking	INV0049095
	Tiffany Shop	Networking	INV0049096
	14th & 8th Ave	PC	INV0049097
	212 Jay St	PC	INV0049098
	57th & 7th Ave	PC	INV0049100
	Nevins St	PC	INV0049102
	Roosevelt Ave	PC	INV0049103
	Jay St.  (Jan. 03)	Networking	INV0049348
	Staten Island	Networking	INV0049349
	4th & 9th	PC	INV0049350
	Jay St. (Jan. 03)	PC	INV0049351
	Staten Island	PC	INV0049352
	Tiffany Shop	Cabling	INV0049486







	


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ALPHANET SETTLEMENT
AGREEMENT  



SCHEDULE D  




        Grounding
of cabinets (Change Order 071602-1 and Change Order 010903-01). 




        Upgrading
Software Image on BCN, BLN, ASN, ANH Routers and BH5000 switches (Change Order 011402-01). 


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NEW YORK SUPREME COURT
APPELLATE DIVISION - SECOND DEPARTMENT

-------------------------------------x
ALPHANET SOLUTIONS, INC.,                  STIPULATION OF DISCONTINUANCE
               Petitioner-Appellant,              WITH PREJUDICE

         -against-                         Docket No. 2002-05198

NEW YORK CITY TRANSIT AUTHORITY,           Kings County Clerk's
                                           Index No. 8172/01
               Respondent-Respondent.
-------------------------------------x






	



        IT
IS HEREBY STIPULATED AND AGREED, by and between the undersigned attorneys of record for
all the parties to the above entitled proceeding that the above captioned proceeding be
discontinued with prejudice without costs to either party against the other. This
stipulation may be filed without further notice with the Clerk of the Court.  




Dated:   Brooklyn, New York

             March __, 2003











			ROSS AND COHEN


By:  
——————————————

Mark Canizio, Esq.

711 Third Avenue

New York, New York 10017

Chairman of the Board

(212) 370-1200 






			MARTIN B. SCHNABEL


By:  
——————————————

Carol Noymer, Esq.

New York City Transit Authority

130 Livingston Street, 12th Floor

Brookly, New York 11201

(718) 694-3887 








	


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