CONTRACT FOR ADCnet BETA PROJECT
This Contract is made and entered into this ____ day of
______, 1999, by and between XXXXX COUNTY, NEVADA
(hereinafter referred to as "OWNER") and Anonymous Data
Corporation (hereinafter referred to as ADC), for the ADCnet
Beta Project (hereinafter referred to as "PROJECT").
WITNESSETH:
WHEREAS, ADC has the personnel and resources necessary
to complete the Project within the required schedule and at
no cost to the Owner.
WHEREAS, ADC has the required licenses and/or
authorizations pursuant to all Federal, State of Nevada and
Local Laws in order to conduct business relative to this
Contract.
NOW, THEREFORE, Owner and ADC agrees as follows:
SECTION 1: RESPONSIBILITY OF ADC
A. It is understood that in the performance of the
services herein provided for, ADC shall be, and is, an
independent contractor, and is not an agent or employee of
Owner and shall furnish such services in its own manner and
method except as required by this Contract. Further, ADC has
and shall retain the right to exercise full control over the
employment, direction, compensation and discharge of all
persons employed or contracted by ADC in the performance of
the services hereunder. ADC shall be solely responsible for,
and shall indemnify, defend and save Owner harmless from any
and all injuries of its representatives who are on the
premises of the Owner.
B. In accordance with the Immigration Reform and Control
Act of 1986, ADC agrees that it will not employ unauthorized
aliens in the performance of this Contract.
C. ADC recognizes that if they or their subcontractors
refuse to hire or do business with an individual or company
due to reasons of race, color, gender, ethnicity,
disability, national origin, age, or any other protected
status, the Owner may declare ADC in breach of the Contract,
terminate the Contract, and designate ADC as non-
responsible.
D. ADC acknowledges that ADC and any subcontractors,
agents or employees employed or contracted by ADC shall not,
under any circumstances, be considered employees of the
Owner, and that they shall not be entitled to any of the
benefits or rights afforded employees of Owner, including,
but not limited to, sick leave, vacation leave, holiday pay,
Public Employees Retirement System benefits, or health,
life, dental, long-term disability or workers' compensation
insurance benefits. Owner will not provide or pay for any
liability or medical insurance, retirement contributions or
any other benefits for or on behalf of ADC or any of its
officers, employees or other agents.
E. ADC shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of
all services furnished by ADC, its subcontractors and its
principals, officers, employees and agents under this
Contract. In performing the specified services, ADC shall
follow practices consistent with generally accepted
professional and technical standards.
F. It shall be the duty of ADC to assure that all products
of its efforts are technically sound and in conformance with
all pertinent Federal, State and Local statutes, codes,
ordinances, resolutions and other regulations. ADC will not
produce a work product which violates or infringes on any
copyright or patent rights. ADC shall, without additional
compensation, correct or revise any errors or omissions in
its work products. Permitted or required approval by the
Owner of any products or services furnished by ADC shall not
in any way relieve ADC of responsibility for the
professional and technical accuracy and adequacy of its
work. Owner's review, approval, or acceptance, of any of
ADC's services herein shall not be construed to operate as a
waiver of any rights under this Contract or of any cause of
action arising out of the performance of this Contract, and
ADC shall be and remain liable in accordance with the terms
of this Contract and applicable law for all damages to Owner
caused by ADC's performance or failures to perform under
this Contract.
G. ADC shall appoint American Toxicology Institute, Inc.
as a Manager who will manage the performance of services.
All services specified by this Contract shall be performed
by the Manager, or by ADC's associates and employees under
the personal supervision of the Manger. Should the Manager,
or any employee of ADC be unable to complete his or her
responsibility for any reason, ADC will replace him or her
with a qualified person. If ADC fails to make a required
replacement, Owner may terminate this Contract for default
according to Section VII C.
H. All data derived from Project, whether finished,
unfinished, or draft, developed, prepared, completed, or
shall become the property of Owner and shall be delivered to
Owner's representative upon completion or termination of
this Contract, whichever comes first. ADC shall not
distribute any material relating to this Project outside of
the Owner's premises without the express permission of the
Owner. Owner shall have the right to reproduce all
documentation supplied pursuant to this Contract.
I. All hardware and software provided by ADC to conduct
this project shall remain the property of ADC and is to be
utilized only for its intended purpose and for occupying the
Project for which it was prepared, and not for the
construction of any other project. Hardware maintenance will
be performed by ADC. Software maintenance will be performed
by ATI. Maintenance must be conducted by authorized persons
under the terms of this contract between the hours of 7:30
am and 4:30 pm on working days. ADC shall furnish Owner's
representative copies of all correspondence to regulatory
agencies for review prior to mailing such correspondence.
J. ADC agrees that its officers and employees will
cooperate with the Owner in the performance of services
under this Contract and will be available for consultation
with Owner at such reasonable times with advance notice as
to not conflict with their other responsibilities. In the
case of the training of court personnel, an advance notice
of 2 weeks is required and all training material must be pre-
approved by owner.
K. When the system is in full operation, ADC will be
responsible for producing: 1) comprehensive diagnostics to
prove that the system is operating correctly on a daily
basis, and 2) statistics on court activity including cost
analysis on a monthly basis. Any discovered flaws in the
database, or anything else that might impact court
proceedings must be immediately reported to the court.
L. ADC has or will retain such employees as it may need to
perform the services required by this Contract. Such
employees shall not be employed by the State of Nevada, the
Owner or any other political subdivision of the State of
Nevada.
M. ADC shall accept responsibility for ensuring that all
computer systems that ADC uses to conduct business shall be
Year 2000 compatible.
N. The rights and remedies of the Owner provided for under
this section are in addition to any other rights and
remedies provided by law or under other sections of this
Contract.
SECTION II: RESPONSIBILITY OF OWNER
A. The Owner agrees that its officers and employees will
cooperate with ADC in the performance of services under this
Contract and will be available for consultation with ADC at
such reasonable times with advance notice as to not conflict
with their other responsibilities.
B. The services performed by ADC under the supervision of
its Manager shall be subject to review for compliance within
the terms of this Contract by Owner's representative,
Xxxxxxxxx X. Xxxxxxxx, Assistant Court Administrator,
telephone number (000) 000-0000, or a designee. Owner's
representative may delegate any or all of his
responsibilities under this Contract to appropriate staff
members, and shall so inform the Manager by written notice
before the effective date of each such delegation.
C. The review comments of Owner's representative may be
reported in writing as needed to the Manager. It is
understood that Owner's representatives review comments do
not relieve ADC or its Manager from the responsibility for
the professional and technical accuracy of all work
delivered under this Contract.
SECTION III: SCOPE OF WORK
Services to be performed by ADC for the Project shall
consist of the work described in the Scope of Work as
set forth in Exhibit A of this Contract, attached
hereto.
SECTION IV: CHANGES TO SCOPE OF WORK
A. ADC or Owner may at any time, by written order, make
changes within the general scope of this Contract and in the
services or work to be performed. Such changes should keep
extra costs or time required to a minimum during the
duration of the Project. Changes may be made in writing
within 30 calendar days from the date of receipt by the
other party and with mutual agreement by both parties.
B. No services outside the scope of the Project will be
conducted by ADC or its Manager without the written
authorization of the Owner.
SECTION V: MISCELLANEOUS PROVISIONS
A. Time Schedule
1. ADC shall complete the Project in accordance with the
milestones contained in Exhibit A of this Contract.
2. If ADC's performance of services is delayed or if ADC's
sequence of tasks is changed, it shall notify the Owner's
representative in writing of the reasons for the delay and
prepare a revised schedule for performance of services. The
revised schedule is subject to the Owner's written approval.
3. In the event that ADC fails to complete the Project
within the time specified in the Contract, or within such
additional time as may be granted in writing by the Owner or
fails to prosecute the work, or any separable part thereof,
with such diligence as will insure its completion within the
time specified in the Contract or any extensions thereof,
ADC shall remove all equipment pertaining to the Project
from the Owner's premise and leave such premise as near as
possible to its original condition. ADC agrees to bear any
increased costs incurred by the Owner in returning to its
original condition under this section.
B. Suspension
Owner, at its sole discretion, may suspend performance
by ADC immediately under this Contract. ADC shall not
perform further work under this Contract after the
effective date and time of suspension until receipt of
notice from Owner to resume performance.
C. Termination
1. This Contract may be terminated in whole or in part by
either party in the event of substantial failure of the
other party to fulfill its obligations under this Contract
through no fault of the terminating party; but only after
the other party is given:
a. not less than 10 calendar days' written notice of
intent to terminate; and
b. an opportunity for consultation with the terminating
party prior to termination.
2. This Contract may be terminated in whole or in part by
the Owner for its convenience; but only after ADC is given:
a. not less than 10 calendar days' written notice of
intent to terminate; and
b. an opportunity for consultation with the Owner prior to
termination.
3. In the event Owner terminates this Contract for
convenience and there has been no error or omission of ADC
or its representatives, ADC shall be entitled to an
equitable compensation payable to ADC to reimburse ADC for
additional costs occasioned as a result of such termination
by Owner based on appropriate funds and approval by the
Owner.
4. Upon receipt or delivery by ADC of a termination
notice, ADC shall promptly discontinue all services affected
(unless the notice directs otherwise) and deliver or
otherwise make available to the Owner's representative,
copies of all deliverables as provided in Section 1.
5. If after termination for failure of ADC to fulfill
contractual obligations it is determined that ADC has not so
failed, the termination shall be deemed to have been
effected for the convenience of the Owner.
6. The rights and remedies of the Owner and ADC provided
in this section are in addition to any other rights and
remedies provided by law or under this Contract.
7. Neither party shall be considered in default in the
performance of its obligations hereunder, nor any of them,
to the extent that performance of such obligations, nor any
of them, is prevented or delayed by any cause, existing or
future, which is beyond the reasonable control of such
party. Delays arising from the actions or inactions of one
or more of ADC's principals, officers, employees, agents,
subcontractors, vendors or suppliers are expressly
recognized to be within ADC's control.
D. Confidentiality
ADC warrants that sharing of information about this
Project with parties other than the Owner must be pre-
approved by the Owner. For breach or violation of this
warranty, the Owner shall have the right to annul this
Contract without liability.
E. Gratuities
1. The Owner may, by written notice to ADC, terminate this
Contract if it is found after notice and hearing by the
Owner that gratuities (in the form of entertainment, gifts,
or otherwise) were offered or given by ADC or any agent or
representative of ADC to any officer or employee of the
Owner with a view toward securing a contract or securing
favorable treatment with respect to the awarding or amending
or making of any determinations with respect to the
performance of this Contract.
2. In the event this Contract is terminated as provided in
paragraph 1 hereof, the Owner shall be entitled:
a. to pursue the same remedies against ADC as it could
pursue in the event of a default of this Contract by ADC;
and
b. as a penalty in addition to any other damages to which
it may be entitled by law, to exemplary damages in an amount
(as determined by the Owner) which shall be not less than 3
nor more than 10 times the costs incurred by ADC in
providing any such gratuities to any such officer or
employee.
3. The rights and remedies of the Owner provided in this
clause shall not be exclusive and are in addition to any
other rights and remedies provided by law or under this
Contract.
F. Insurance
ADC shall obtain and maintain the insurance coverage
listed in Exhibit B; incorporated herein by this
reference. ADC shall comply with the terms and
conditions set forth in said Exhibit B.
G. Indemnity
ADC agrees, by entering into this Contract, regardless
of the coverage provided by any insurance policy, to
pay all costs necessary to indemnify, defend and hold
Owner harmless from any and all claims, demands,
actions, attorney's fees, costs, and expenses based
upon or arising out of any acts, errors, omissions,
fault or negligence of ADC or its principals,
employees, subcontractors or other agents while
performing services under this Contract. ADC shall
indemnify, defend and hold harmless the Owner for any
attorneys fees or other costs of defense, even if the
allegations of the claim are groundless, false or
fraudulent.
H. Governing Law
Nevada law shall govern the interpretation of this
Contract.
I. Term of Contract ???Time Frame???
Owner agrees to pilot this Project for a period of six
months after inception, with the option to renew,
subject to agreement with ADC. During this period, ADC
agrees to provide services as required within the scope
of this Contract.
J. Immunity For Incorrect Date Generation
The Owner, its officers and employees shall be immune
for any breach of this Contract caused by an incorrect
date being produced, calculated or generated by a
computer or other information system that is owned or
operated by the Owner, its officers or employees,
regardless of the cause of the error (reference NRS
41.0321).
K. Notice
Any notice required to be given hereunder shall be
deemed to have been given when received by the party to
whom it is directed by personal service, hand delivery,
certified U.S. mail, return receipt requested or
facsimile, at the following addresses:
TO OWNER: Xxxxxxxxx X. Xxxxxxxx
Assistant Court Administrator
Eighth Judicial District Court
000 Xxxxx Xxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000-0000
TO ADC: c/o American Toxicology Institute, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxx X. Berkable
IN WITNESS WHEREOF, the parties have caused this
Contract to be executed the day and year first above
written.
OWNER:
XXXXX COUNTY, NEVADA
By:
__________________________________
XXXX XXXXXX
Director of General Services
ANONYMOUS DATA CORPORATION
By:
___________________________________
APPROVED AS TO FORM:
XXXXXXX X. XXXX,
District Attorney
By: ______________________
XXXXX XXXXXX
Deputy District Attorney
