EXHIBIT 10.14
STATE OF NORTH CAROLINA
COUNTY OF WAKE
DIGITAL IMAGING DRIVER LICENSE SYSTEM
CONTRACT
THIS Agreement, made and entered into this 26 day of April, 1996, by and between
XXX Technologies, of Acton, Massachusetts, hereinafter referred to as
"Contractor", and the North Carolina Department of Transportation, Division of
Motor Vehicles, hereinafter referred to as "Department".
WITNESSETH
THAT WHEREAS, the Contractor has submitted to the Department a proposal for
performance of certain services; and
WHEREAS, the parties hereto desire to reduce the terms of this agreement to
writing;
NOW, THEREFORE, for and in consideration of the mutual promises to each other,
as hereinafter set forth, the parties hereto do mutually agree as follows:
The Contractor hereby agrees to perform in a manner satisfactory to the
Department, the following services:
A Complete Digital Imaging Driver License System, as described in Request for
Proposals # 000000, issued September 15, 1995, the RFP addendums issued and the
Contractor's proposal entitled "XXX Technologies proposal for a North Carolina
Digital Driver License System", dated December 21, 1995, such documents being
incorporated herein by reference as though set forth verbatim.
The Contractor represents that it has, or will secure at its own expense, all
personnel required in performing the services under this agreement. Such
employees shall not be employees of, or have any individual contractual
relationship with the Department.
The Contractor shall not substitute key personnel assigned to the performance of
this contract without prior approval by the Contract Administrator. The
individuals designated as key personnel for purposes of this contract are those
specified in the Contractor's proposal.
Work proposed to be performed under this contract by the Contractor or its
employees shall not be subcontracted without prior written approval of the
Contract Administrator.
The services of the Contractor are to commence on or about the date of the
signing of this contract and shall continue for period of five years. A pilot
test must begin four (4) months from the signing of this contract.
Implementation of hardware must begin five (5) months from the signing of this
contract. Full implementation of all hardware and software and complete training
of all required personnel (as specified in the RFP) must be completed six months
from the signing of this contract. This contract may be extended a maximum of
three times for a one year period each time with the prior approval of the
Contract Administrator.
If, through any cause, the Contractor shall fail to fulfill in a timely and
proper manner the obligations under this agreement, the Department shall
thereupon have the right to terminate this contract by giving written notice to
the Contractor and specifying the effective date thereof which shall not be less
than 30 days from the date of notice. Upon termination, Contractor shall receive
just and equitable compensation for all goods and services furnished to the
Department through the termination date. In that event, the Department may, at
its option, continue to use the system provided hereunder and license the
programs on terms as may be mutually agreed to by the parties. Notwithstanding
the foregoing, the Contractor shall not be relieved of liability to the
Department for damages sustained by the Department by virtue of any breach of
this agreement, provided that the Contractor's liability hereunder shall not
exceed amounts paid to the Contractor under this agreement and in no event shall
Contractor be liable for incidental, consequential or tort damages.
It is understood and agreed between the Contractor and the Department that
payment of compensation specified in this agreement, its continuation or any
renewal thereof, is dependent upon and subject to the allocation or
appropriation of funds to the Department for the purpose set forth in this
agreement. In the event of nonappropriation, or if the Department fails to pay
the Contractor for convenience or upon a breach by the Department, the
Contractor shall receive just and equitable compensation for all goods and
services furnished to the Department through the termination date.
Any information, data, instruments, documents, studies or reports given to or
prepared or assembled by the Contractor under this agreement shall be kept as
confidential and not divulged or made available to any individual or
organization without the prior written approval of the Department. Nothing in
this agreement shall be construed to grant the Department any title to or
ownership interest in the Contractor's products or proprietary technologies.
Upon the entering of a judgment of bankruptcy or insolvency by or against the
Contractor, the Department may terminate this contract for cause.
The Contractor shall not assign or transfer any interest in this agreement,
provided that the Contractor may grant a collateral assignment of this
agreement.
No deliverable items produced in whole or in part under this agreement,
exclusively for the Department, shall be the subject of an application for
copyright by or on behalf of the Contractor.
It is agreed between the parties hereto that the place of this contract, its
situs and forum, shall be Wake County, North Carolina, and in said County and
State shall matters, whether sounding in contract or tort relating to the
validity, construction, interpretation and enforcement of this agreement, be
determined.
The Contractor agrees that the State will have the right to audit the records of
the Contractor pertinent to this contract both during performance and after
completion. The Contractor will retain all records for a period of three years
following completion of the contract.
The Contractor agrees that it shall be responsible for the proper custody and
care of any property furnished the Contractor, by the State, for use in
connection with the performance of this contract and will reimburse the State
for loss or damage of such property.
The Director of Driver License, is designated the Contract Administrator for the
State.
The non-discrimination clause contained in Section 202 Executive Order 11246, as
amended by Executive Order 11375, relative to Equal Employment Opportunity for
all persons without regard to race, color, religion, sex, or national origin,
and the implementing rules and regulations prescribed by the Secretary of Labor,
are incorporated herein.
Program for Employment of the Handicapped (Affirmative Action): Regulations
issued by the Secretary of Labor of the United States in Title 20, part 741,
Chapter VI, subchapter "C" of the Code of Federal Regulations, pursuant to the
provisions of Executive Order 11758 and Section 503 of the Federal
Rehabilitation Act of 1973 are incorporated herein.
Contractor shall obtain, pay for, and keep in force for the duration of the
contract the following minimum insurance and shall furnish to the Department
certificates evidencing that such insurance is in effect and providing that the
carrier shall give the Contractor and the Department at least 10 days written
notice of any material change in or cancellation of such insurance:
1. Worker's Compensation Insurance, required by the laws of North Carolina,
covering all of the Contractor's employees engaged in any work hereunder.
2. Public liability insurance against liability for bodily injury or death of
any one person in any one accident in the amount of $100,000, and in the
amount of $300,000 for the injury or death of more than one person in any
one accident; this policy shall further provide against liability for
Property Damage in the amount of $100,000 for any one accident and $100,000
in the aggregate, which may be caused by Contractor or employees of
Contractor in the course of doing its work.
All above insurance coverage must be obtained from a company duly licensed to do
business in the State of North Carolina and countersigned by a licensed resident
agent.
Neither party shall be deemed to be in default of its obligations hereunder if
and so long as it is prevented from performing such obligations by any act of
war, hostile foreign action, nuclear explosion, riot, strikes, civil
insurrection, earthquake, hurricane, tornado, or other catastrophic natural
event or act of God.
The Contractor shall be required to comply with all laws, ordinances, codes,
rules, regulations, and licensing requirements that are applicable to the
conduct of its business, including those of Federal, State, and local agencies
having jurisdiction and/or authority.
The Contractor shall be considered to be an independent contractor and as such
shall be wholly responsible for the work to be performed and for the supervision
of its employees.
The contract and any documents incorporated specifically by reference represent
the entire agreement between the parties and supersede all prior oral or written
statements or agreements.
This contract may be amended only by written amendments duly executed by the
Department and the Contractor, with prior written approval from the Division of
Purchase and Contract.
Any notice under this contract to the Department shall be sufficient if mailed
to the Department as indicated below:
Director of Driver License
North Carolina Division of Motor Vehicles
0000 Xxx Xxxx Xxx.
Xxxxxxx, X.X. 00000-0000
Any notice under this contract to the Contractor shall be sufficient if Mailed
to the Contractor as indicated below:
Xxxx Xxxxxx
XXX Technologies
000 Xxxx Xxxxxx
Xxxxx, XX 00000
All promises, requirements, terms, conditions, provisions, representations,
guarantees, and warranties contained herein shall survive the contract
expiration or termination date unless specifically provided otherwise herein, or
unless superseded by applicable Federal or State statutes of limitation.
Payment will be made by the State to the Contractor on a monthly basis as
follows:
The Contractor will be paid $1.05 for every acceptable driver license and ID
card produced after the successful implementation of all hardware, software
and training for the digital imaging system. The Contractor will not be paid
for any driver license or ID card produced which was deemed unacceptable due
to the Contractor's equipment, software or supplies.
For the first 30 days of production operation of the digital imaging system,
the Contractor will not be paid for any driver license or ID card produced
which was deemed unacceptable due to operator error or due to the Contractor's
equipment, software or supplies.
IN WITNESS THEREOF, the parties have executed this agreement in duplicate
originals, one which is retained by each of the parties, effective the day and
year first above written.
WITNESS:
North Carolina Department of Transportation By: /s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx
Deputy Secretary of NCDOT
Date: 26 April 96
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WITNESS:
XXX Technologies By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
and General Manager
Date: 4/18/96
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APPROVED AS TO FORM
By: /s/ Xxxxxxx X. Xxxxxx Date: 4/16/96
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Xxxxxxx X. Xxxxxx
Attorney General
