Exhibit 10.24
STATE OF UTAH - STATEWIDE CONTRACT
Contract # PD-1068*
1. CONTRACTING PARTIES: This contract is between the State of Utah and the
following CONTRACTOR:
UTAH INTERACTIVE, INC. LEGAL STATUS OF CONTRACTOR
----------------------------------- [ ] Sole Proprietor
Name [ ] Non-Profit Corporation
[X] For-Profit Corporation
000 Xxxx Xxxxxx Xx. Xxx. 000 [ ] Partnership
----------------------------------- [ ] Government Agency
Xxxxxxx
XXXXXXXXXXXX XX 00000-0000
-----------------------------------
City State Zip
Federal Tax ID# 000000000 Vendor #94598A Commodity Code #00000000000
Vendor Contact Person: Xxxxxxx X. Xxxxx Vendor Phone #: 000-000-0000
Vendor Fax #: 000-000-0000 Vendor E-mail address: inet:xxx@xxxxxx.xxx
2. GENERAL PURPOSE OF CONTRACT: The general purpose of this contract is to provide: COORDINATED NETWORK
DEVELOPMENT AND MANAGEMENT FOR ON-LINE GOVERNMENT SERVICES TO THE PUBLIC.
3. CONTRACT PERIOD: Effective date MAY 7, 1999 Termination date: MAY 6, 2003 unless terminated early or
extended in accordance with the terms and conditions of this contract.
Renewal options (if any) THREE TWO-YEAR RENEWAL PERIODS AS DESCRIBED IN CONTRACT ATTACHMENT B.
4. PRICING AS PER ATTACHED PRICE LIST (see Attachment B)
CASH DISCOUNT TERMS: ________________________________
DAYS REQUIRED FOR DELIVERY: _________________________
MINIMUM ORDER: ______________________________________
5. ATTACHMENT A: Standard Terms and conditions for Statewide Contracts
ATTACHMENT B: Scope of Work and Special Terms and Conditions
ATTACHMENT C: ______________________________________________
6. OTHER DOCUMENTS INCORPORATED BY REFERENCE, BUT NOT ATTACHED:
A. Request for Proposal Number RA9000 and Contractor's Response.
B. All other governmental laws and rules.
ANY CONFLICTS BETWEEN ATTACHMENT A AND OTHER ATTACHMENTS, AND INCORPORATED DOCUMENTS WILL BE RESOLVED
IN FAVOR OF ATTACHMENT A.
IN WITNESS WHEREOF, the parties sign and cause this contract to be executed.
CONTRACTOR STATE
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx Xxxx
---------------------------------- --------------------------------------
Xxxxxxx X. Xxxxx, General Manager Xxxxx Xxxx, Chief Information Officer
Utah Interactive, Inc.
/s/ Xxxxxxx Xxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxx, Director of Purchasing
ATTACHMENT A:
STANDARD CONTRACT TERMS AND CONDITIONS
STATE OF UTAH, STATEWIDE CONTRACT
PARTICIPANTS: This is a contract for furnishing the State of Utah government
departments, institutions, agencies and political subdivisions (i.e.,
colleges, school districts, counties, cities, etc.).
POLITICAL SUBDIVISION PARTICIPATION: Participation under this contract by
political subdivisions (i.e., colleges, school districts, counties, cities,
etc.) will be voluntarily determined by the political subdivision. The
contractor agrees to supply the political subdivisions based upon the same
terms, conditions and prices.
QUANTITY ESTIMATES: The State does not guarantee to purchase any amount
under the contract to be awarded. Estimated quantities are for bidding
purposes only and are not to be construed as a guarantee to purchase any
amount.
DELIVERY: The prices bid will be the delivered price to any state agency or
political subdivision. All deliveries will be F.O.B. destination with all
transportation and handling charges paid by the contractor. Responsibility
and liability for loss or damage will remain with Contractor until final
inspection and acceptance when responsibility will pass to the Buyer except
as to latent defects, fraud and Contractor's warranty obligations. The minimum
shipment amount will be found in the special terms and conditions. Any order
for less than the specified amount is to be shipped with the freight prepaid
and added as a separate item on the invoice. Any portion of an order to be
shipped without transportation charges that is back ordered will be shipped
without charge.
LOCAL WAREHOUSE AND DISTRIBUTION: The contractor will maintain a reasonable
amount of stock warehoused in the state of Utah for immediate or emergency
shipments. Shipments are to be made in the quantities as required by the
various ordering agencies. Orders for less than the minimum specified amount
will have transportation charges prepaid by the contractor and added as a
separate item on the invoice. Any portion of an order to be shipped without
transportation charges that is backordered will be shipped without charge.
REPORTS: The contractor will submit quarterly reports to the State
Purchasing Agent showing the quantities and dollar volume of purchases by
each agency and political subdivision.
CASH DISCOUNT TERMS: Bidder may quote a cash discount based upon early
payment; however, discounts offered for less than 30 days will not be
considered in making the award. The date from which discount time is
calculated will be the date a correct invoice is received or receipt of
shipment, whichever is later, except that if testing is performed, the date
will be the date of acceptance of the merchandise.
PRICE GUARANTEE, ADJUSTMENTS: The contract pricing is guaranteed for the
period specified. Following the guarantee period, any request for price
adjustment must be for an equal guarantee period, and must be made at least
30 days prior to the effective date. Requests for price adjustment must
include sufficient documentation supporting the request. Any adjustment or
amendment to the contract will not be effective unless approved by the State
Director of Purchasing. The State will be given the immediate benefit of any
decrease in the market or allowable discount.
ORDERING AND INVOICING: Orders will be placed by the using agencies directly
with the contractor. All orders will be shipped promptly in accordance with
the delivery guarantee. The contractor will then promptly submit invoices to
the ordering agency. The state contract number and the agency ordering number
will appear on the invoices, freight tickets, and correspondence relating to
the contract order. The prices paid by the State will by those prices on file
with the Division of Purchasing. The State has the right to adjust any
invoice reflecting incorrect pricing.
PAYMENT: Payments are normally made within 30 days following the date the
order is delivered or the date a correct invoice is received, whichever is
later. After 45 days the Contractor may assess overdue account charges up to
a maximum rate of one percent per month on the outstanding balance. All
payments to the contractor will be remitted by mail. Payments may be made via
a State of Utah (or political subdivision) "Purchasing Card."
TAXES: Contract prices will be exclusive of state sales, use and federal
excise taxes. The State of Utah's sales and use tax exemption number is
E33399. The tangible personal property or services being purchased are being
paid from State funds and used in the exercise of that entity's essential
functions. If the items being purchased are construction materials, they will
be converted into real property by employees of this government entity,
unless otherwise stated in the contract, or contract orders. The State of
Utah's Federal excise exemption number is 87-780010K.
INSPECTIONS: Goods furnished under this contract will be subject to
inspection and test by the Buyer at times and places determined by the Buyer.
If the Buyer finds goods furnished to be incomplete or not in compliance with
bid specifications, the Buyer may reject the goods and require Contractor to
either correct them without charge or deliver them at a reduced price which
is equitable under the circumstances. If Contractor is unable or refuses to
correct such goods within a time deemed reasonable by the Buyer, the Buyer may
cancel the order in whole or in part. Nothing in this paragraph will
adversely affect the Buyer's rights including the rights and remedies
associated with revocation of acceptance under the Uniform Commercial Code.
PATENTS, COPYRIGHTS, ETC.: The Contractor will release, indemnify and hold
the Buyer, its officers, agents and employees harmless from liability of any
kind or nature, including the Contractor's use of any copyrighted or
uncopyrighted composition, secret process, patented or unpatented invention,
article or appliance furnished or used in the performance of this contract.
HOLD HARMLESS: The contractor will release, protect, indemnify and hold the
State and the respective political subdivisions and their officers, agencies,
employees, harmless from and against any damage, cost or liability, including
reasonable attorney's fees for any or all injuries to persons, property or
claims for money damages arising from acts or omissions of the contractor,
his employees or subcontractors or volunteers.
AMENDMENTS: The terms of this contract will not be waived, altered,
modified, supplemented or amended in any manner whatsoever without prior
written approval of the State Director of Purchasing.
ASSIGNMENT/SUBCONTRACT: Contractor will not assign, sell, transfer,
subcontract or sublet rights, or delegate responsibilities under this
contract, in whole or in part, without the prior written approval of the
State Director of Purchasing.
CANCELLATION: Unless otherwise stated in the special terms and conditions,
this price agreement may be canceled without cause by the State upon
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60 days notice, in writing, prior to the effective date of the cancellation.
Cancellation may be in whole or in part. Cancellation of the [illegible]
contractor default may be immediate.
DEFAULT AND REMEDIES: Any of the following events will constitute cause for
the State to declare Contractor in default of the contract 1. Nonperformance
of contractual requirements; 2. A material breach of any term or condition of
this contract. The State will issue a written notice of default providing a
period in which Contractor will have an opportunity to cure. Time allowed for
cure will not diminish or eliminate Contractor's liability for liquidated or
other damages. If the default remains, after Contractor has been provided the
opportunity to cure, the State may do one or more of the following: 1.
Exercise any remedy provided by law; 2. Terminate this contract and any
related contracts or portions thereof; 3. Impose liquidated damages; 4.
Suspend contractor from receiving future bid solicitations.
GOVERNING LAW: This price agreement is governed by and construed in
accordance with the laws of the state of Utah. Provisions of this contract
are pursuant to the authority set forth in Section 63-66 UTAH CODE
ANNOTATED, 1953, as amended, Utah State Procurement Rules (UTAH
ADMINISTRATIVE CODE Section R33) and related statutes.
LAWS AND REGULATIONS: Any and all supplies, services and equipment furnished
will comply fully with all applicable Federal and State laws and regulations.
FORCE MAJEURE: Neither party to this contract will be held responsible for
delay or default caused by fire, riot, acts of God and/or war which is
beyond that party's reasonable control. The State may terminate this contact
after determining such delay or default will reasonably prevent successful
performance of the contract.
HAZARDOUS CHEMICAL INFORMATION: The Contractor will provide one set of the
appropriate material safety data sheet(s) and container label(s) upon
delivery of a hazardous material to the user agency. All safety data sheets
and labels will be in accordance with each participating state's requirements.
CONFLICT OF INTEREST: Contractor certifies that it has not offered or given
any gift or compensation prohibited by the laws of the state of Utah to any
officer or employee of the state or participating political subdivisions to
secure favorable treatment with respect to being awarded this contract.
INDEPENDENT CONTRACTOR: Contractor will be an independent contractor, and as
such will have no authorization, express or implied to bind the State to any
agreements, settlements, liability or understanding whatsoever, and agrees
not to perform any acts as agent for the State, except as expressly set forth
herein. Compensation stated herein will be the total amount payable to the
contractor by the State. The contractor will be responsible for the payment
of all income tax and social security tax due as a result of payments
received from the State for these contract services. Persons employed by the
State and acting under the direction of the State will not be deemed to be
employees or agents of the Contractor.
NON-COLLUSION: By signing the price agreement the Contractor certifies that
the offer submitted has been arrived at independently and has been submitted
without collusion with, and without any agreement, understanding or planned
common course of action with any other vendor of materials, supplies,
equipment or services described in the price agreement, designed to limit
independent bidding or competition.
SEVERABILITY: If any provision of this contract is declared by a court to be
illegal or in conflict with any law, the validity of the remaining terms and
provisions will not be affected; and the rights and obligations of the
parties will be construed and enforced as if the contract did not contain the
particular provision held to be invalid.
RECORDS ADMINISTRATION: The contractor will maintain, or supervise the
maintenance of all records necessary to properly account for the payments
made to the contractor for costs authorized by this contract. These records
will be retained by the contractor for at least four years after the contract
terminates, or until all audits initiated within the four years have been
completed, whichever is later.
AUDIT OF RECORDS: The contractor agrees to allow the State and Federal
auditors, and State agency staff, access to all the records to this contract,
for audit and inspection, and monitoring of services. Such access will be
during normal business hours, or by appointment.
WARRANTY (INCLUDING YEAR 2000): The contractor agrees to warrant and assume
responsibility for each hardware, firmware, and/or software product
(hereafter called the product) that it licenses, or sells, to the State of
Utah under this contract. The contractor acknowledges that the Uniform
Commercial Code applies to this contract. In general, the contractor warrants
that: (1) the product will do what the salesperson said it would do, (2) the
product will live up to all specific claims that the manufacturer makes in
their advertisements, (3) the product will be suitable for the ordinary
purposes for which such product is used, (4) the product will be suitable for
any SPECIAL PURPOSES that the State has relied on the contractor's skill or
judgement to consider when it advised the State about the product, especially
to ensure year 2000 compatibility and fitness, (5) the product has been
properly designed and manufactured, and (6) the product is free of
significant defects or unusual problems about which the State has not been
warned. In general, "year 2000 compatibility and fitness" means: (1) the
product warranted by the contractor will not cease to perform before, during,
or after the calendar year 2000, (2) the product will not produce abnormal,
invalid, and/or incorrect results before, during, or after the calendar year
2000, (3) will include, but not be limited to, date data century recognition,
calculations that accommodate same century and multi-century formats, date
data values that reflect century, and (4) 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. If problems arise, the contractor will repair or
replace (at no charge to the State) the product whose noncompliance is
discovered and made known to the contractor in writing. If there is a Year
2000 problem, the contractor agrees to immediately assign senior engineering
staff to work continuously until the product problem is corrected, time
being of the essence. Nothing in this warranty will be construed to limit any
rights or remedies the State of Utah may otherwise have under this contract
with respect to defects other than Year 2000 performance.
DEBARMENT. The CONTRACTOR certifies that neither it nor its principals are
presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from participation in this transaction (contract) by
any governmental department or agency. If the CONTRACTOR cannot certify this
statement, attach a written explanation for review by the STATE.
(revision date: April 8, 1999)
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ATTACHMENT B
SCOPE OF WORK AND SPECIAL TERMS AND CONDITIONS
CONTRACT FOR NETWORK MANAGER SERVICES
THIS CONTRACT is between the State of Utah, hereinafter referred to as "the
State", and Utah Interactive , Inc., a for-profit corporation, hereinafter
referred to a "UII".
WHEREAS, the State has worked diligently to create an opportunity for
providing enhanced electronic access to public services and information for Utah
citizens in the most cost-effective, progressive, and cooperative means
possible; and
WHEREAS, E-Utah, hereinafter referred to as the "Network", is poised to
become a significant public access, economic development and educational tool
for the State of Utah and its residents; and
WHEREAS, the Network will significantly benefit the State through:
1. Increased public services with minimal use of tax dollars;
2. Enhanced public access to State government;
3. Equality of access to State government regardless of geographic
locations;
4. Increased efficiency of State government agencies and offices without
budget increases through electronic commerce transactions;
5. Providing additional resources to State agencies and offices and to
assist them in information management, access, and electronic commerce
functions as the project grows;
6. Providing both Network services at no cost and Premium Services, for
which an access charge will be assessed as recommended by the Utah
Electronic Commerce Council, hereinafter referred to as the UECC;
7. Enhancing access to services and information of political subdivisions;
and
WHEREAS, in order to effectuate electronic access and commerce for citizens
with government throughout the State, the Governor's Office, Chief Information
Officers' Section issued a Request for Proposal for a Government Services and
Information Network (Electronic Gateway Service) XXX # XX0000 on January 8, 1999
and amendments on February 3, 1999 and February 16, 1999, referred to
hereinafter collectively as the "RFP", seeking proposals for a private network
manager; and
WHEREAS, UII submitted a proposal in response to the RFP, and such proposal
was determined by the proposal review committee and the Division of Purchasing
to be the one best suited to the goals of the State, which proposal is
hereinafter referred to as the "UII Proposal"; and
WHEREAS, the State desires to contract with UII to serve as the Network
Manager and to establish, develop, operate, maintain and expand the Network as
mutually agreed to by UII and the State; and
WHEREAS the Network will provide increased electronic access and commerce
among Utah residents, businesses, and other government entities;
NOW THEREFORE, the parties agree as follows:
1. PURPOSE OF THE NETWORK.
The purpose of the Network and this contract is to realize the vision of
the Governor and the Utah Legislature in meeting the goals set forth in the Utah
Information Technology Act and may be summarized as follows:
A. To create and provide a significant and diligently promoted public
service to Utah citizens and businesses by:
(1) Expanded business and citizen access to government services and
information;
(2) Offering an easy and convenient process for these groups to
conduct transactions with State government online;
(3) Accelerating the development and delivery of an increased volume
of quality, online government services;
(4) Improving the level of customer service from State government;
and
B. To provide such public service without increasing the tax burden on
the citizens of Utah, through utilization of private capital and management
and appropriate payment for the same.
2. TERM OF CONTRACT AND RENEWALS
This Contract shall be for a term of four (4) years, commencing May 7,
1999, and expiring at 12:00 a.m., May 6, 2003, unless earlier terminated by the
State.
At the option of the State, the Contract may be renewed for a period of two
(2) additional years by written notice from the State on or before October 31,
2002, of its decision to extend the Contract period through May 6, 2005.
At the option of the State, the Contract may be renewed for an additional
period of two (2) additional years by written notice from the State on or before
October 31, 2004, of its decision to extend the Contract period through May 6,
2007.
At the option of the State, the Contract may be renewed for a period of two
(2) additional years by written notice from the State on or before October 31,
2006, of its decision to extend the Contract period through May 6, 2009.
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3. RELATIONSHIP OF PARTIES
E-Utah will be overseen by the Utah Electronic Commerce Council (UECC), an
advisory boeard to the State Chief Information Officer (CIO). Routine contract
administrative activities will be implemented through the contract
administrator, who is the state electronic commerce coordinator, working in
concert with UII. Final statutory and decision-making authority for this
contract resides with the CIO. The duties and responsibilities of the UECC and
UII are as follows:
A. Notwithstanding any other provisions contained herein, it is expressly
agreed that UII is an independent contractor in the performance of each and
every part of this Contract. As such UII is solely liable for all labor
and expenses in furtherance of such performance hereunder. It is expressly
agreed that UII and any of its subcontractors and agents, officers and
employees in the performance of this Contract shall act in an independent
capacity and not as officers or employees of the State. It is further
expressly agreed that this Contract shall not be construed as a partnership
or joint venture between UII or any subcontractor and the State of Utah.
B. UII may become an agent of the State only by the expressed written
consent of the State.
C. UII will not pledge any assets of the State in its care, custody or
control, or cause any type of lien to attach to such.
D. UII will provide network manager services in exchange for the
opportunity to earn a reasonable profit from the Network's premium
services. Premium Services are those
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services or information that are made available in such a way that they
have commercial value or add convenience to the user. UII will develop
and operate the Network which will serve in a manner which is
self-supporting and cost effective. Much of the information access will
be provided free to Network users. Free services will be funded from the
proceeds of the premium services. The development of premium or free
services will include adequate integration with state agency systems to
ensure that necessary records are created and populated appropriately.
The Network will be self-supporting with UII receiving its compensation
from the net proceeds of premium services.
E. The UECC will establish priorities and policies and approve or
disapprove Service Level Agreements (agreements between the Network and a
State Agencies or political subdivisions that define circumstances and
responsibilities relating to providing on-line electronic access and/or
transactions, which are at the agencies' or political subdivisions'
discretion.) The UECC will review and approve or disapprove a service
management plan for activities, schedules and deliverables. UII will
submit the plan to the UECC within 60 days of the commencement of this
contract. The plan shall also include but not be limited to a detailed
description of the proposed network security architecture (define) and
other core or shared services. The plan will also describe how
maintenance, back-up disaster recovery and the design and updating of the
State Home Page will be implemented. UII will also submit a revised budget
plan for the operation of the Network within 60 days of the commencement of
this contract.
F. As a contractor for the State, UII will deliver and disburse funds as
agreed between UII, UECC and any state entity as negotiated in separate
Service Level Agreement. All funds handling procedures shall be approved
by the UECC and the Utah State Treasurer. UII will keep, maintain and be a
custodian of all Network financial and operation records.
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G. UII will disclose information in accordance with the Government
Records Management Act (GRAMA) and will follow other relevant state and
federal statutes, rules and regulations applicable to assuring privacy and
confidentiality. Service level agreements will specify the process for
disclosure. Any disclosure that is not specified in the service level
agreement shall only be disclosed through the express written authorization
of the data custodian.
4. HARDWARE AND SOFTWARE AGREEMENTS
A. UII will provide hardware, and provide or develop software as outlined
in the UII Proposal, and such other hardware and software as may be
necessary to make the Network operational.
B. Upon completion of the initial four year term of the contract, UII
will provide to the State at no cost, and without additional terms or
conditions, a complete copy, together with any software updates or
upgrades made by UII, of all application and network software
(hereinafter collectively "The Software") developed either by UII or by
any or all of its Affiliate Network Companies and implemented on the
network (Corporations who are wholly owned subsidiaries of the National
Information Consortium, Inc. that serve as the Network Managers for
state gateway service initiatives.) UII will also include with The
Software complete documentation and source code. The State shall be
granted a perpetual for-use-only license to The Software including
rights to modify the code and application as the State deems
appropriate. An exclusion to this provision applies to software or
documentation created by third parties and purchased by UII, or one of
its Affiliate Network Companies. The Software shall be delivered to the
State no later than the end of the term of
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the contract unless otherwise agreed to mutually by the parties to this
contract. This provision also remains in effect for any additional
software created by UII or an Affiliate Network Company implemented on
the Network during any subsequent contract extension, amendment or
renewal period.
C. If this Agreement is terminated by the State "for cause" or by UII for
reasons other than those identified in section 15 and 16 prior to the end
of the initial contract term, the State shall be entitled to the license at
the time termination is effective. If this Agreement is terminated by the
State without cause the State reserves the right to negotiate terms for
licensure of software. The State reserves the right to acquire equipment at
fair market value at the termination of this contract in coordination with
UII's leasing agent.
D. License shall be limited to State use and may not be sublicensed to
political subdivisions; however, if the State has a joint program through
the Network with a political subdivision at the time the license is granted
or before the termination of the contract, the license may continue to be
used for such a program only.
E. UII shall deposit on a quarterly basis, the most recent version of all
network application source code in escrow with a neutral third party to be
mutually chosen by UII and the State. Over the term of the contract UII
will have the authority to remove superseded source code. The source code
shall be delivered to the State by the Escrow Agent in the event UII: (i)
is declared insolvent through bankruptcy proceedings, (ii) is unable to
perform its obligations to the State under the Contract, or (iii) as
otherwise provided in its agreement with the Escrow Agent.
UII acknowledges that the State will review, approve and subsequently
receive from UII, an
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executed copy of the software escrow agreement between UII and the
Escrow Agent to the State. UII will notify the State in writing of any
amendments to such agreements, any change in Escrow Agent, or of any
replacement or successor escrow arrangements. The Escrow Agent will
provide written notification to the State's Contract Administrator, at
least semiannually, detailing all account activity during the previous
period.
F. All Network trademarks, trade names, logos and other identifiers,
Internet uniform resource locators, Internet addresses and e-mail addresses
obtained or developed pursuant to this Contract shall be the property of
the State.
5. CONNECTIONS BETWEEN INFORMATION NETWORK AND STATE AGENCIES
Costs associated with and maintenance of communication links from State
facilities to UII facilities for Network purposes, including but not limited to
leased circuits from telephone or cable companies, shall be paid as expenses by
UII.
6. NETWORK SERVICE
A. UII shall negotiate with and obtain written Service Level Agreements
from each separate data-providing entity (hereinafter, "DPE") from which
electronic access or transactions are desired.
B. Subscribers (customers who apply for and receive from the network, a
user name and password in order to access the services they desire) will be
required to execute a contract
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for services. All contracts with subscribers and all SLAs shall be subject
to approval and continuing monitoring by the UECC.
C. UII will enter into an SLA with each agency or political subdivision
who provides information to UII for the Network or which has a transaction
which furnishes information to the agency or political subdivision. These
agreements will be signed by the agencies' authorized representative(s) and
will be approved by the UECC. Only information that is legally and
ethically distributable, as determined by the state agency, in its capacity
as the legal custodian of the respective data, will be included on the
Network. The SLA will detail what information will be accessed or
transactions performed, how it will be accessed and provided to the public
or how the transaction will generally operate with the agency, any
statutory fees or enhanced access charges, and what, if any special
requirements must be satisfied by the individual customers to qualify for
access to the information or to perform the transaction. The agency and
UII will agree on a schedule for collection and payment of any statutory
fee required. Once an agreement has been reached and approved by the UECC,
the public information application will be developed according to the
agency's SLA.
D. Since UII's software developer creating the application may see some
confidential information while working with the agency representative in
determining which data fields are required, UII's employees must satisfy
any privacy and confidentiality requirements that the agency may require
prior to beginning work.
E. All SLA's or other requests regarding the Network from non-state level
political subdivisions must be approved by the UECC through the service
request process. The UECC shall establish the priority of such requests.
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7. DISTRIBUTION OF NETWORK REVENUES
A. The establishment of all charges to Network users shall be reviewed by
the UECC. The UECC will review and approve any and all Network use or data
access charges for fairness, reasonableness, and appropriateness. UII may
at any time recommend changes in charges to the UECC.
B. In establishing Network use or data access charges the UECC shall
consider the following factors:
(1) A commitment to the public policy requirement to provide
electronic access to public records at the most reasonable rate
possible and to improve government service to its citizens and
businesses by allowing transactions online.
(2) That the charges may be adjusted to permit funding of special
projects and enhancement of public service.
(3) The entrepreneurial and start-up nature of the business and
attendant risk of capital for UII and the need to earn a reasonable
profit on Network operations.
(4) The need to invest in the reasonable expansion, maintenance and
improvement to online network transactions and information services.
(5) Any other reasonable factors which in the opinion of UECC should
be considered.
C. In the event that costs which UII pays State agencies for data or
data access are reduced or increased as a result of legislation or State
regulatory administrative changes, such reductions or increases shall be
passed on directly to subscribers and users of the information network
unless otherwise approved in writing by the UECC.
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8. NETWORK MANAGER REMUNERATION AND REVENUE DISTRIBUTION
Flow of funds will be determined through Service Level Agreements with Data
Custodians as approved by the UECC and the State Treasurer. Within the
framework of the revenue distribution procedure addressed in Section 7 above,
the distribution of all funds attributable to Network transactions and
subscriptions will be in the following order unless otherwise mutually agreed to
between UII and the State in writing.
- Payment of statutory fees.
- Payment of all Network operating expenses and costs of sale. These
expenses include but are not limited to the core and ongoing costs of
the operating the Network as well as applications development costs
associated with the deployment of free and premium services.
- Payment of reasonable and necessary expenses of the UECC as mutually
agreed by the Board and UII as stated in the UECC budget plan.
- All remaining funds will be retained by UII.
9. FINANCES, RECORDS AND REPORTING
A. UII shall handle all revenue from Network operations as determined in
accordance with Section 8. UII shall establish one or more accounts in
financial institutions which are federally insured for deposit of revenue
from Network operations and shall furnish the State with the names of the
institutions, the account numbers, and the names of those persons having
signatory authority.
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B. All UII documents and records pertaining to operation of the Network
will be available for inspection, auditing, and copying by the State, or
other authorized representatives designated by the State, at any reasonable
time. UII corporate records remain property of the corporation and are not
subject to public inspections. Monthly income statements and balance
sheets for the Network will be provided to the State by UII.
C. To the extent an audit report discloses any discrepancies in the UII
charges, xxxxxxxx, or financial records, and following a period for review
and verification of the amount by UII, UII will adjust the payment as soon
as reasonable possible, but not to exceed 90 days. UII shall cooperate to
assure that verification is completed in a timely manner.
D. UII also agrees to make other changes requested by the State, which
are agreed to by UII and the UECC, to comply with recommendations resulting
from any audit. Any such audit will be performed by a competent and
reputable Certified Public Accountant licensed in Utah or a member of a
'big six' accounting firm.
E. The accounting system is to include a numbered chart of accounts,
books of original entry of all transactions, appropriate subsidiary
ledgers, a general ledger which includes to-date postings and an audit
trail through financial statements. Such books may either be maintained on
paper or on computer with appropriate backup. UII shall from the beginning
of this Contract adopt the calendar year ending December 31st for reporting
purposes.
F. UII will report activities to the State as follows:
(1) Within 120 days after the close of UII's fiscal year, UII will
submit to the State an annual financial report and audit. These
reports must be certified by an independent certified public
accountant (selected by UII) who may be the accountant
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or a member of the firm of accountants who regularly audit the
books and accounts of UII. The submitted audit information must
include, but is not limited to, the audited financial statements,
auditor opinions, reports on internal control, findings and
recommendations and management letters. In addition, UII is subject
to any further audit and review determined necessary by the State
after furnishing reasonable notice to UII.
(2) Develop and regularly update, in cooperation with the data
custodians, a draft Network strategic plan for presentation to the
UECC on at least an annual basis.
(3) Report to the UECC on a periodic basis concerning potential new
applications, services and related issues. UII will strive to improve
access to, and the utility of the public information and transactions
available through the Network by exploring and recommending ways to:
a. Expand the amount and kind of public services and
information available free of charge;
b. Increase the utility of the public information presented,
the transactions available, and the form in which both are
provided;
c. Expand the base of users who access the public services and
information;
d. Improve individual and business access to public services
and information through implementing improvements in technology;
and,
e. Make recommendations designed to increase the effectiveness
and resources of the Network.
f. Redesign and maintain the State of Utah website and the
agreed upon Network pages
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(4) UII will measure Customer satisfaction including Web surveys and
report results to the UECC on a schedule to be agreed to by the UECC
and UII but no less than on an annual basis, and
(5) UII will measure and report to the UECC on growth trends and
usage of the Network, as well as hits, access, transactions and other
performance measures or metrics as mutually agreed upon by the UECC
and UII. Working in cooperation with the UECC, UII will submit the
details of the proposed service measures either as part of the service
management plan for Network wide indicators and as part of the Service
Level Agreements for application specific indicators.
(6) UII will utilize the state's payment card processor for payment
card transactions, with the provision that UII will receive state
rates negotiated as part of the state of Utah contract with First
Security Bank, during the life of that contract unless otherwise
determined by the State.
(7) UII shall provide annually to the Utah State Auditor, 000 Xxxxx
Xxxxxxx Xxxxxxxx, Xxxx Xxxx Xxxx, XX 00000, a Statement on Auditing
Standards 70 Report (SAS-70).
10. PERSONNEL PRACTICES
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A. The hiring, recruitment, management, training, and firing of UII
employees will be the responsibility of UII. The State's only involvement
in the personnel affairs of UII shall be limited to disclosure of the names
and positions of officers and employees of UII, except within its role as
auditor.
B. No officer, employee, or director of UII shall receive a salary,
except as and for services performed by such officer, employee, or
director, or member for UII on behalf of he Network.
C. UII shall be responsible for all required costs attributable to its
officers and employees, including but not limited to, worker's compensation
premiums and deductible, unemployment compensation tax withholding
contributions, tax withholding contributions, and similar items.
11. INCORPORATION BY REFERENCE
The provisions of the RFP and the UII Proposal are hereby incorporated into
this Contract and made a part hereof. If there is any conflict among the
provisions of the RFP, the UII Proposal, this Contract, and the laws of the
State, then those conflicts will be resolved in the following order precedence:
1. Utah law
2. Standard Terms and Conditions Contract Attachment A
3. Contract Attachment B
4. The RFP and addenda & the UII Proposal, equally.
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This Contract may be amended only by mutual expressed written consent.
12. INSURANCE AND BONDS
UII shall provide the UECC written proof of the following insurance
provided by a qualified firm authorized/admitted to do business in Utah:
A. General comprehensive liability insurance policy in the amount of at
least $1,000,000.
B. Workers' compensation insurance coverage as required by State law on
all UII employees.
C. Fidelity bond in the amount of at least $100,000 per UII employee.
13. CHANGES IN INFORMATION NETWORK
A. Network operations and development shall be generally in accordance
with the UII Proposal, the RFP and this contract as described in Section
11, and Section 13.B.
B. A planned material change in Network operations cannot be made by UII
without the prior written consent of the UECC. A "material change"
includes, but is not limited to, a change which is substantial and which
increases response time to inquires, adds to the complexity of Network use,
diminishes services provided to users, or results in a comparable impact on
operations noticeable by users.
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C. UII will provide to the UECC at least thirty (30) days prior written
notice of a planned material change in Network operations.
D. UII shall timely provide to the UECC such other management reports as
the UECC may reasonably request.
14. NOTICES
Each party may change its designation for notice following written notice
to the other party to this Contract.
UECC
Xx. Xxxx X. Xxxxxxxx
Chair, Electronic Commerce Xxxxxxx
Xxxxx Xxxxxx Xxxxxxxx
Xxxx Xxxx Xxxx, Xxxx
UII
Xxxxxx Xxxxxxx and Xxxxxxx X. Xxxxx
Utah Interactive, Inc.
Salt Lake City, Utah
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Notices by the parties to one another shall be given in writing to the
persons identified above or to such other persons as may be subsequently
identified in a written notice. Such notices shall be effective on the
date of receipt if sent by U.S. first-class or restricted delivery mail,
postpaid, or by any reputable overnight delivery service, prepaid.
15. TERMINATION OF CONTRACT
The State shall have the right to terminate this Contract for cause,
subject to cure, by providing written notice of termination to UII. Such notice
shall specify the time, the specific provision of this Contract or "for cause"
reason that gives rise to the termination and shall specify reasonable
appropriate action that can be taken by UII to avoid termination of the
Contract. The State shall provide a period of up to sixty (60) days, unless
otherwise specified in this Contract, for UII to cure breaches and deficiencies
of its performance obligations under this Contract.
The State may terminate this Contract at any time, and without cause, if
directed to do so by statute.
16. TERMINATION FOR CAUSE
A. For purposes of this Contract, the phrase "for cause" shall mean, but
not be limited to:
(1) Any material breach or evasion by UII of the terms or conditions
of this Contract and its amendments, if any; or,
(2) Substantial cessation of Network services by the Network; or,
(3) Fraud, misappropriation, embezzlement, malfeasance, significant
misfeasance, or illegal conduct by UII, its officers, or directors;
or,
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(4) Dissolution of UII or forfeiture of its company existence; or,
(5) Amendment of the States's enabling authority making the network
substantially impractical; or,
(6) An adverse judicial decision by a court of competent
jurisdiction, which has the effect of rendering Network operations no
longer feasible; or,
(7) Insolvency of UII; or,
(8) Material breach of an SLA; or,
(9) Negligent disclosure of any confidential information; or,
(10) Legislation materially alters the ability of UII to operate the
Network; or,
(11) UII may terminate this Contract if the key premium service
applications do not generate sufficient revenue to support the basic
core functions required to operate the Network.
17. CONTINUATION OF OPERATIONS DURING TRANSITION PERIOD
If for any reason this contract shall be terminated or upon expiration of
the Contract without extension, or at the end of any extension UII shall, at the
option of the State, continue to operate under this Contract as Network Manager
in accordance with all terms and conditions of this Contract, together with any
amendments or modifications in existence at such time, for a period of up to
twelve (12) months from the time of expiration or notification of termination
from the State to UII. The intent of this provision is to insure continuation
of information network operations while a successor network manager is chosen
and installed. The State shall notify UII at the earliest possible opportunity
but in any event, no later than the date of notification of termination, or the
notifications dates set forth in Section 2 above whichever is earlier that it
shall continue operations and the duration of time for such continuation.
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18. PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET INDEMNITY
UII warrants that its proposed operation of the Network does not and shall
not infringe on the United States patent, copyright, trademark or trade secret
right of any person or entity. The State shall be provided with prompt notice
of any such claim of infringement and UII shall have the exclusive right to
defend or settle such claim at UII's option. The State shall cooperate with UII
in its defense or settlement of such claim at no expense and no liability to the
State.
19. MARKETING
It is recognized that UII and its affiliated companies intend to use its
experience with the State, the UECC and DPE's as a marketing tool with third
parties. It is agreed that UII may make references to and use the State as a
reference. If UII intends to claim that the State "endorses" UII or use the
State seal, UECC or Network logo or claim representations made by the State, all
such material must be submitted to UECC for review and approval prior to use by
UII.
20. LIABILITY
A. The State, its agents, and employees shall not be legally responsible
for errors due to problems caused by UII's operation of the Network.
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B. UII agrees for itself, its agents, employees, and assigns to hold
harmless, indemnify and defend the State, its agents and employees from any
actions arising out of UII's negligence or material failure to perform
under the terms of this Contract.
C. UII agrees that it has no right of subrogation or contribution from
the State for any judgment rendered against UII to the extent such
judgement results from UII's negligence or material failure to perform
under the terms of this contract.
21. ASSIGNMENT
UII may not assign any of its rights or delegate any of its duties
hereunder unless done pursuant to prior written consent of the State, which
consent shall not be unreasonably withheld.
22. CLAIMS
This Contract shall be construed according to the laws of the State of
Utah. Any legal proceedings against the State regarding this solicitation or
any resultant contract shall be brought in the State's administrative,
legislative, or judicial forums.
23. ENTIRE AGREEMENT
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This Contract, including any documents incorporated by reference,
constitutes the entire agreement of the parties and supersedes all other prior
written or oral contracts between the parties with respect to the subject matter
hereof. This Contract may be amended only by a writing signed by the parties
thereto.
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