EXHIBIT 10.13
CONTRACT FOR NETWORK MANAGER SERVICES
BETWEEN
THE NEBRASKA STATE RECORDS BOARD
ON BEHALF OF THE
STATE OF NEBRASKA
AND
NEBRASK@ INTERACTIVE, INC.
DECEMBER 3, 1997
CONTRACT FOR NETWORK MANAGER SERVICES
THIS CONTRACT is between the Nebraska State Records Board, established
under the Records Management Act (84-1204 R.R.S. 1943), hereinafter referred
to as "NSRB" and Nebrask@ Interactive, Inc., a for-profit Nebraska
corporation, without seal, hereinafter referred to as "NII".
WHEREAS, NSRB, under the authority granted by the Records Management
Act, is interested in furthering access by Nebraskans to public information
and for transactions with the public in the most cost-effective, progressive,
and cooperative means possible; and
WHEREAS, the NSRB desires to operate Nebrask@ Online as an electronic
network (synonymous with the term "gateway" for purposes of this contract)
access service in furtherance of this goal, and has concluded the network
must continue to be enhanced; and
WHEREAS, Nebrask@ Online is poised to become one of the most significant
economic development and educational tools in the country; and
WHEREAS, an enhanced Nebrask@ Online will significantly benefit the
state through:
a. Compensation to The State for electronic access to certain
information;
b. A reduced burden for public access and data collection upon
data providing and collecting entities, including state agencies;
Contract for Network Manager Services
NSRB & NII
December 3, 1997
Page 2
c. Increased efficiency of data providing and collecting entities,
including state agencies, without budget increases;
d. Additional resources to data providing and collecting entities
as Nebrask@ Online grows;
e. Additional and leveraged resources for NSRB to assist in its
records management, information management, data collection, and access
functions; and
WHEREAS, in order to effectuate this enhancement, NSRB, as the Nebraska
Online network authority, issued a request for proposals for a public-private
partnership with a private network manager, dated September 8, 1997. The
request is hereinafter referred to as "the RFP"; and
WHEREAS, NII submitted a proposal in response to the RFP, and such
proposal was determined by the NSRB to be the one best-suited to the goals of
NSRB and the needs of an enhanced Nebrask@ Online. The proposal is
hereinafter referred to as the "NII Proposal"; and
WHEREAS, NSRB desires to enter into a contract with NII for NII to serve
as network manager in a public-private partnership to enhance, develop,
operate, maintain and expand Nebrask@ Online (hereinafter referred to as the
Network) for increased electronic access to and collection of public and
other useful and relevant information as contemplated by the grant of
authority to NSRB, in Section 84-1204 R. R. S. 1943, which provides in part
that NSRB shall develop and maintain a gateway or electronic network
Contract for Network Manager Services
NSRB & NII
December 3, 1997
Page 3
for accessing public records.
WHEREAS, pursuant to Section 84-1204 R.R.S. 1943, the NSRB also supports
and advises the Nebraska Records Management Division and the State Records
Administrator in accomplishing their legislative purposes, and for which the
Network will furnish further valuable support.
NOW THEREFORE, the parties agree as follows:
1. PURPOSE OF NETWORK.
The purpose of the Network and this Contract may be summarized as
follows:
a. To provide a significantly expanded and aggressively enhanced
public service to the citizens and businesses of Nebraska by (1) increasing
accessibility to and collection of public information and other useful
information and services through various means, including electronic means,
and (2) promoting economic development by increasing ease of access to and
collection of public information and other useful information, and by
promoting the sharing of that information.
b. To provide such public service without increasing the tax burden
on the citizens of Nebraska, through utilization of private capital and
management and appropriate payment for the same.
2. HARDWARE, SOFTWARE AND ACCESS LINES.
NII will provide hardware, and provide or develop software as enumerated
in
Contract for Network Manager Services
NSRB & NII
December 3, 1997
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the NII proposal (dated 10-30-97), and such other hardware and software as
may be necessary to make the Network operational. In accordance with the
RFP, NSRB shall be entitled to a perpetual right-to-use only license to all
application software, documentation and source code utilized in operating the
Network which is developed or utilized by NII (but not software or
documentation created by third parties and purchased by or licensed to NII,
hereinafter "Third Party Software") together with any amendments thereto made
by NII while NII operates the Network, (hereinafter collectively "The
Software") upon the following terms and conditions:
a. By January 31, 2002, NSRB shall be entitled to a non-exclusive
perpetual right-to-use-only license with rights to make derivative works as
it desires, for no additional compensation.
b. The Software, or such portion as NSRB may elect to license,
shall be delivered to NSRB upon January 31, 2002, or the end of any renewal
periods, beyond that date, exercised by NSRB.
c. NII 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 NII and NSRB. Over the term of the contract
NII will have the authority to remove superseded source code. Upon notice of
termination or expiration of this contract, which shall be transmitted to the
escrow agent, neither party shall have authority to remove any source code
held in escrow.
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NSRB & NII
December 3, 1997
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Upon termination or expiration of this Contract all other Network
and manager records, work papers and operations documentation pertaining to
network operations shall be delivered to NSRB within thirty (30) days after
termination or expiration and shall become the property of NSRB, if not
already such.
NII will be responsible during the term of this Contract for maintaining
Network hardware and software (including items provided to the Department of
Administrative Services, Division of Central Data Processing, hereafter
referred to as "CDP", as allowed by CDP).
3. CONNECTIONS BETWEEN NETWORK AND STATE AGENCIES.
Costs associated with and maintenance of communication links from
state facilities to NII facilities for Network purposes, including but not
limited to leased circuits from telephone or cable companies, shall be paid
as expenses from the Network revenue account.
4. NETWORK SERVICES.
a. NII on behalf of NSRB shall negotiate with and obtain written
agreements from each separate data providing/collecting entity (hereinafter,
"DP/CE") with which electronic communication is desired, but only if such
agreements are needed to supplement the broad grant of authority to access
public records or collect information data from the public which has already
been granted to NSRB. In the absence of any specific separate agreement,
this Contract, together with any addenda, shall serve as the
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NSRB & NII
December 3, 1997
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document granting NII access to or the authority to electronically collect
any such data.
b. Through addenda to this Contract or through the separate DP/CE
contracts, NII and NSRB shall, by mutual agreement, establish charges for, if
appropriate, and other conditions of such access or collection with each
DP/CE. In the case of addenda, NSRB shall be responsible for any payments to
other DP/CEs whose information is so accessed or collected, and NII shall
either pay to NSRB directly, or direct payments to the DP/CE as instructed by
NSRB.
c. Such agreements, if any, or addenda to this Contract, shall
provide for the costs DP/CEs will charge, and which will be paid as expenses
from the Network revenue account for information access or collection, the
time period and means by which DP/CEs will be paid from the Network revenue
account for access or collection, the criteria the DP/CE and NII will utilize
for system development, testing and acceptance in order to assure the
reliability of the Network, protection of data, Network security, and any
other reasonable special requirement (such as---providing credit card
authorization service for State's Credit Card Payment Program with regard to
certain services made available via the Internet) for access to and
collection of DP/CE data. (NSRB will cooperate in obtaining electronic access
to DP/CEs for Nebrask@ Online which may be funded by NSRB in appropriate
circumstances).
d. Payments to NSRB or to DP/CEs for DP/CE access or collection
shall be due from the Network revenue account and paid within 60 days from
the usage or
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NSRB & NII
December 3, 1997
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sale of data unless a shorter period is specified in Nebraska statutes, in
the agreement between the Network and a DP/CE, or in any Contract addendum
between NII and NSRB. Specific terms of payment shall be specified in
additional agreements or addenda to current agreements/contracts between NSRB
and DP/CEs and NSRB and NII; such payment terms shall include two monthly
payments, one at or near the 15th of the month and one on the last business
day of the month with such payments to be made by electronic means. NSRB
will cooperate in assisting electronic access to DP/CEs, which may be funded
by NSRB in appropriate circumstances.
e. After negotiating any separate DP/CE agreement, the agreement
shall be presented by the Network to NSRB for final approval. When an
agreement is presented to NSRB, the Network and respective DP/CE shall also
present to NSRB a recommendation for prices, if appropriate, to be charged
users for the applicable Network service.
f. All subscribers will be required to execute a contract for
services. NII shall be authorized to execute such contracts on behalf of
NSRB and the Network. The basic form shall be approved by NSRB.
g. NII on behalf of NSRB, shall provide continued and uninterrupted
network manager services to any state agency which has an existing contract or
contracts with NSRB, or has an existing contract or contracts which were
originally executed between the agency and the Nebraska Library Commission and
subsequently assigned to
Contract for Network Manager Services
NSRB & NII
December 3, 1997
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the NSRB, obligating NSRB to provide electronic access to agency records on
Nebrask@ Online through NSRB's private network manager.
5. REGULATION OF RATES BY NSRB.
All charges to Network users shall be subject to, after mutual
agreement between NII and NSRB, the final approval of NSRB for fairness,
reasonableness and appropriateness. In establishing such Network prices NII
and NSRB shall consider the following factors:
a. The need to reward innovation and efficiency in Network
management.
b. A commitment to the public policy requirement to provide electronic
access to public records or electronic transactions with the public at the
most reasonable prices possible.
c. That the prices to be charged may be adjusted to permit funding of
special projects and enhancement of public service.
d. The fact that some public records may already be provided
electronically by the State.
e. The entrepreneurial and start-up nature of the business and
attendant risk of capital for NII and the need for them to earn an acceptable
rate of return.
f. The need to invest in expansion of and improvement in The Network
and its information services.
g. The need of NII to earn a reasonable profit on Network operations.
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NSRB & NII
December 3, 1997
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h. The need to comply with Legislative requirements.
I. Any other reasonable factor which in the opinion of NSRB should be
considered.
Such services will thereafter be subject to periodic review and
adjustment by NSRB, in conformance with the appropriate Reissue Revised
Statutes of Nebraska. Recommendations for amended rates shall be made by NII
to NSRB as deemed necessary or desirable.
The maximum initial subscription fee that mainframe bulk and interactive
subscribers shall pay is $50.00, which will be used to cover NII costs of
account management, licensing communication software, if any, and providing
1-800 technical support. The maximum annual renewal fee shall be approved by
NSRB. These fees may be reduced at the discretion of NII as an inducement to
further increase the number of subscribers and with the intent of increasing
the overall billed usage of the Network. Should NII provide appropriate
justification, NSRB may increase the initial or the annual renewal
subscription fees. In addition, subscribers utilizing Network provided
dial-in modem bank will pay NII a per minute connect time fee to cover the
telecommunications costs of providing 800 and Internet service to these
subscribers.
In the event that costs which NII pays state agencies for data or data
access are reduced or increased as result of legislation or administrative
changes, such reductions or increases shall be passed on directly to subscribers
and users of the Network unless
Contract for Network Manager Services
NSRB & NII
December 3, 1997
Page 10
otherwise mutually approved in writing by NSRB and NII.
6. NETWORK MANAGER REMUNERATION.
Within the framework of the pricing approval procedure addressed in
section 5 above, the disbursement of all funds received by the Network as a
result of the operation of this Contract will be as follows:
a. NSRB will operate the Network within the records management
cash fund allocation allowed by the Reissue Revised Statutes of Nebraska, and
revenue generated from electronic access fees generated from new services
implemented during and/or between Legislative Sessions.
b. NSRB will receive 4.5% of Gross Profit (Gross Revenue less
Internet and 800 service costs and amounts to be remitted to state agencies
other than the NSRB) of the first $89,900 and 2.0% on any Gross Profit over
that amount, computed and payable monthly,
c. NII shall be entitled to retain all revenue generated from
subscription fees, and connect time charges, and shall be paid the revenue
generated from electronic access fees for currently existing services, after
payment of the fees specified in the respective DP/CE agreements, payments
specified in paragraph b. above, and all other network operating costs.
Revenue from electronic access fees for new services shall be divided as
agreed upon at the time the NSRB approves the fees for services.
7. CHANGES IN NETWORK.
Contract for Network Manager Services
NSRB & NII
December 3, 1997
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A planned material change in Network operations cannot be made by
NII without the prior consent of NSRB. A "material change" includes, but is
not limited to, a change which materially increases on-line response time to
user inquiries; significantly adds to the complexity of system use;
materially diminishes on-line services provided to users; or results in a
significant detrimental impact on operations noticeable by users.
NII will provide to NSRB at least 30 days' prior written notice of
a planned material change in Network operations, to allow time for NSRB
review.
8. NOTICES.
The NSRB contact person shall be the NSRB Chairman. The NII
contact person shall be the President of NII. Each party may change its
designation for notice by written notice to the other party to this Contract.
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. restricted delivery mail, postpaid, or by any
reputable overnight delivery service, prepaid.
9. FINANCES AND RECORDS.
All NII documents and records pertaining to Network operations will
be available for compliance auditing and inspection by NSRB, or other
authorized representatives designated by NSRB. Monthly income statement and
balance sheet
Contract for Network Manager Services
NSRB & NII
December 3, 1997
Page 12
information will be provided to NSRB by NII.
NII also agrees to make other changes requested by NSRB to comply
with recommendations made in any compliance audit, which changes are agreed
to by both NSRB and NII. Any such compliance audit will be performed by a
competent and reputable CPA licensed in Nebraska.
To the extent the compliance audit report discloses any
discrepancies in the NII charges, xxxxxxxx or financial records, and
following a period for review and verification of the amount by NII, NII will
adjust the next monthly xxxx as soon as reasonably possible, but not to
exceed 90 days. NII shall cooperate to assure that verification is completed
in a timely manner.
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. NII shall adopt the calendar year ending
December 31, for reporting purposes.
On an annual basis, NII will provide audited financial statements
to the NSRB.
10. MANAGEMENT REPORTS AND BUSINESS PLAN.
Network operations and development shall generally be in accordance
with the NII proposal, which shall be considered the Network business plan.
As deemed
Contract for Network Manager Services
NSRB & NII
December 3, 1997
Page 13
necessary or desirable, NII may depart from such proposal, but in the event
of any material departure NII shall notify NSRB in advance. NII shall timely
provide to NSRB such management reports as NSRB may reasonably request. NII
shall update the business plan annually.
11. PROHIBITION ON CERTAIN PAYMENTS TO INTERESTED PARTIES
"Interested party" means any NII officer, director, stockholder and
any state employee directly involved in negotiation of the Contract, and any
immediate family member of the foregoing.
No payments shall be made to an interested party or a business
entity controlled by an interested party except for the fair value of lawful
goods or services actually rendered to the Network.
This requirement shall not be applicable to shareholder
distributions.
12. FULL-TIME EQUIVALENT POSITIONS AND SALARIES, BENEFITS AND RELATED
EMPLOYER EXPENSES.
NII agrees to provide a staffing level during each fiscal year of
at least six full-time equivalent employees positions, based on an
eight-hour work day per position, five days per working week.
The hiring, firing, recruitment, management, and training of NII
employees will not be the responsibility of NSRB. NSRB's involvement in the
personnel affairs of NII shall be limited to disclosure of the names and
positions of officers and
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NSRB & NII
December 3, 1997
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employees of NII.
NII shall be responsible for all required employer costs
attributable to its officers and employees, including but not limited to
workers' compensation premiums and deductible, unemployment compensation tax
withholding contributions, tax withholding contributions, and similar items.
13. BANK ACCOUNT FOR REVENUE AND PAYMENTS THEREFROM.
a. General Provisions. The initial capital and debt infusion of
NII will be greater than $340,000. Additional working capital shall be added
whenever necessary. NII shall establish one or more accounts in Nebraska
financial institutions which are federally insured, for deposit of revenue
from network operations (the "Network revenue account(s)") and shall furnish
NSRB, if requested, with the names of the institutions, the account numbers
and the names of those persons having signatory authority. Any funds deemed
by NII to be "idle" or "excess" funds, (defined as those not required to meet
immediate needs) may be deposited at NII's discretion in money market
accounts, treasury bills, or other suitable investment vehicles until needed.
b. Payments from Accounts. Payments from the Network revenue
accounts are authorized as follows:
1. Payments to DP/CEs or NSRB for electronic access to or
collection of information.
2. Payment of ordinary, necessary and reasonable operating
Contract for Network Manager Services
NSRB & NII
December 3, 1997
Page 15
expenses for the Network.
3. System development costs, including programming (to the
extent not covered by regular salary under ordinary operating expenses) and
purchases or upgrades of software or hardware.
4. Payment of Shareholder distributions.
5. Any other payments to NSRB.
14. INCORPORATION BY REFERENCE.
The provisions of the RFP and the NII proposal are hereby
incorporated into this Contract and made a part hereof. If there is any
conflict between the terms of the RFP and the provisions of this Contract,
the terms of the Contract shall control over the terms of the RFP. If there
is any conflict between the terms of the NII proposal and this Contract, the
terms of the Contract shall control. This contract may be amended by mutual
expressed written consent of the parties.
15. INSURANCE AND BONDS.
NII shall provide NSRB written proof of the following provided by a
qualified firm authorized/admitted to do business in Nebraska:
a. Proof of a general comprehensive liability insurance policy in
the amount of at least $500,000 with a deductible of not more than $5,000.
NSRB and the State of Nebraska shall be listed as additional insureds.
b. Employment Dishonesty Bond covering all NII officers and
Contract for Network Manager Services
NSRB & NII
December 3, 1997
Page 16
employees in an amount of at least $100,000 per employee. NSRB and the State
of Nebraska shall be listed as additional obligees.
c. NII shall maintain all workers' compensation insurance
coverage as required by law.
16. TERMINATION OF CONTRACT.
NSRB shall have the right to terminate this Contract for cause as
defined in Section 17 herein, subject to cure, by providing written notice of
intent to terminate for cause to NII. Such notice shall specify the time for
termination if not cured, the specific "for cause" reason that gives rise to
the intent to terminate, and shall specify reasonable appropriate action that
can be taken by NII to avoid termination of the Contract. NSRB shall provide
a period of time of not less than 60 nor more than one hundred eighty (180)
days, unless otherwise specified in this Contract, for NII to cure such
"causes" under this Contract of which it receives written notice.
NSRB may terminate this Contract at any time and without cause if
directed to do so by statute; if there is a substantial cessation of Network
services by NII; failure of appropriation by the Legislature as found in
section 5.26 of the RFP (SCA-0099); or if there is a repeal of the NSRB
enabling statutes unless other statutory provisions allow continuation of the
Network.
17. TERMINATION FOR CAUSE.
For purposes of this Contract, the phrase "for cause" shall mean:
Contract for Network Manager Services
NSRB & NII
December 3, 1997
Page 17
a. Any material breach or evasion by NII of the terms or
conditions of this Contract and its amendments, if any.
b. Fraud, misappropriation, embezzlement, malfeasance,
significant misfeasance, or illegal conduct by NII, its officers, directors
or shareholders.
c. Dissolution of NII or forfeiture of its corporate existence.
d. Amendment of the NSRB enabling statute or an adverse judicial
decision by a court of competent jurisdiction, which has the effect of
rendering network operations no longer feasible.
e. Insolvency of NII.
f. Breach of an agreement with any state agency.
g. Intentional disclosure of any confidential information.
18. STANDARD USE MESSAGES.
The Network shall display such standard use message(s) to all
subscribers upon initial access to the Network or a part thereof as may from
time to time be appropriate, and a subscriber shall be required to indicate
the subscriber's compliance with said message terms. Upon subsequent
accesses, such message shall be displayed only, without compliance
indication, if prior compliance indication is logged in the user's session
log. All messages must contain language that is at least as restrictive as
the following:
"As a requester of public information, I do hereby certify by making
Contract for Network Manager Services
NSRB & NII
December 3, 1997
Page 18
inquiry that I do not intend to and will not (the Network will include any
such language or restriction as is required by Nebraska law.)"
The Network shall provide DP/CEs the opportunity to include
additional wording if determined necessary by the DP/CE. The standard use
message shall comply with any amendments to the law.
19. DATA PROVIDING ENTITY ACCESS.
a. DP/CEs may, if they desire and if approved by NSRB, have
terminal (read) access to the Network's computerized log of subscribers and
each user's security status, without access cost to the DP/CEs. The DP/CEs
will be responsible for the cost of terminal (s) and the cost of a dial-up or
lease line, whichever is used.
b. DP/CEs must be able to sign on to NII's system to audit the
dissemination of "premium service" records (records with an associated fee).
On-line audit capability must be available for the length of time specified
by the particular DP/CE after transaction processing. After the on-line
retention period has expired, NII shall, as specified between NII and the
DP/CEs, retain, destroy, or provide the record information to the DP/CE
without cost.
c. At a minimum, the Network shall retain the following data:
name of subscriber, transaction date and time, type of inquiry and access
keys.
d. NII shall notify affected DP/CEs and NSRB within two hours of
unauthorized attempts to gain access to password protected data. The notice
shall contain
Contract for Network Manager Services
NSRB & NII
December 3, 1997
Page 19
detailed information to aid the DP/CE to examine the matter.
20. PATENT, COPYRIGHT, TRADEMARK AND TRADE SECRET INDEMNITY.
NII warrants that its proposed operation of the Network does not
and shall not infringe on the United States patent, copyright, trademark or
trade secret rights of any person or entity. NSRB shall be provided with
prompt notice of any such claim of infringement and NII shall have the
exclusive right to defend or settle such claim at NII's option. NSRB shall
cooperate with NII in its defense or settlement of such claim at no expense
to NSRB. If NII determines that, as a result of such claim the right of
users to use the Network is likely to be abridged, NII shall (a) take all
reasonable steps necessary to procure for users the right to continue to use
the Network; or (b) modify the Network so that no such abridgment will occur
and correspondingly reduce charges if the modified Network is not
substantially equivalent or better than what it was before the modification.
If (a) and (b) fail, then NII may discontinue such service without liability.
21. LIABILITY.
NSRB and the State of Nebraska, its agents and employees shall not
be legally responsible to NII for errors due to Network problems.
NII agrees for itself, its agents, employees and assigns to hold
harmless, indemnify and defend NSRB and the State of Nebraska, its agents and
employees from any actions by third parties arising out of NII's negligence
or material failure to perform under the terms of this Contract.
Contract for Network Manager Services
NSRB & NII
December 3, 1997
Page 20
NII agrees that it has no right of subrogation or contribution from
the NSRB or the State of Nebraska for any judgment rendered against NII under
such circumstances.
22. ASSIGNMENT AND SUBCONTRACTING.
NII may not assign any of its rights or delegate any of its duties
hereunder unless done pursuant to the prior written consent of NSRB.
NII may subcontract portions of work to be performed by it under
this Contract with the written consent of NSRB.
23. TERM OF CONTRACT.
This Contract shall be for a term of 4 years, commencing February
1, 1998 and expiring at 12:00 a.m., January 31, 2002, unless earlier
terminated by the Board for cause.
Subject to the agreement in writing of the parties, this Contract
may be renewed, or amended and renewed, for additional terms. Notification
by NSRB for additional renewal terms of one year each shall be given by NSRB
at least 1 year before the expiration of the initial term and of any renewal
term. The term "this Contract" as used in this Agreement shall mean the
initial term, together with any renewal terms which are approved. NSRB
acknowledges that the length of this Contract and the length of any renewal
term or terms, has a material effect on the capital invested in the Network
considering the potential profit margin hereunder.
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NSRB & NII
December 3, 1997
Page 21
24. RELATIONSHIP OF PARTIES.
Notwithstanding any other provisions contained herein, it is
expressly agreed that NII is an independent contractor in the performance of
each and every part of this Contract. As such, NII is solely and personally
liable for all labor and expenses in furtherance of such performance and for
any and all damages which may be occasioned on account of its performance
hereunder.
NII may become an agent of NSRB only by the expressed written
consent of NSRB.
NII will not pledge any assets of NSRB in its care, custody or
control, or cause any type of lien to attach to such.
25. 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,
NII shall, at the option of NSRB, 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 12 months from the time of expiration or notification of
termination from NSRB to NII, whichever occurs earlier. The intent of this
provision is to insure continuation of Network operations while a successor
Network Manager is chosen and contracted.
26. ENTIRE AGREEMENT.
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NSRB & NII
December 3, 1997
Page 22
This Contract 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 bya
writing signed by the parties thereto.
IN WITNESS to the agreement of the Nebraska State Records Board and
Nebrask@ Interactive, Inc. to all of the above terms and conditions, the
respective governing bodies or Boards of Directors of the two organizations
have approved the same and have authorized their chief executive officers,
chairman or secretaries to affix their signatures below indicating such upon
this 3rd day of December, 1997.
NEBRASK@ INTERACTIVE, INC.
/s/Xxxxxx X. Xxxxxxxxxxx 12-3-97
------------------------------------------- ----------------------
PRESIDENT/CEO Date
NEBRASKA STATE RECORDS BOARD
/s/Xxxxx Xxxxx 12-3-97
------------------------------------------- ----------------------
CHAIRMAN Date
EXHIBIT 10.13
ADDENDUM #1
TO
CONTRACT FOR NETWORK MANAGER SERVICES
BETWEEN THE NEBRASKA STATE RECORDS BOARD
AND
NEBRASK@ INTERACTIVE, INC.
(DATED DECEMBER 3, 1997)
This addendum to the contract for network manager services dated
December 3, 1997 (hereinafter master contract), is made between the Nebraska
State Records Board (hereinafter "NSRB") and Nebrask@ Interactive, Inc.
(hereinafter "NII"), to clarify and define provisions found in the master
contract, including provisions related to payment and disbursement of network
revenue.
WHEREAS, pursuant to the public bidding process NSRB and NII have
entered into an agreement for network manager services whereby NII shall
provide the means for public electronic access to government information;
WHEREAS, electronic access fees are charged for with certain types of
information;
WHEREAS, Neb. Rev. Stat. 84-1205.02 specifically provides that all
electronic access fees be deposited in the Records Management Cash Fund;
WHEREAS, the master contract contemplates the details of the receipt and
disbursement of electronic access fees through an addendum to that contract;
NOW THEREFORE, the parties agree to the following terms and conditions
of this addendum to the master contract:
1. Unless otherwise specifically provided in statute or existing
agreement, all electronic access fees for state government information
collected by NII shall be deposited in the Records Management Cash Fund by
NII by electronic means. Deposits by NII shall be made as follows:
a. On the 15th day of each month, or the next following business day to
the 15th of the month if the fifteenth does not fall on a business day NII
shall deposit in the Records Management Cash Fund by electronic means
payment for the estimated portion of funds received for services rendered
in the prior month ultimately retained by NSRB and data providing
contracting entities (hereinafter "DP/CE") under all agreements for such
payment in effect between the NSRB and DP/CE's and NSRB and NII.
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b. On the last business day of the month NII shall deposit in the Records
Management Cash Fund by electronic means the total amount of funds payable
to NSRB for services rendered in the prior month payable to NSRB and
DP/CE's under all agreements for such payment in effect between NSRB and
DP/CE's or NSRB and NII less amounts received from the mid-month payment
provided in paragraph (a) above.
c. At least seven days prior to the last business day of the month NII
shall provide an itemized statement of all payments to be deposited for
that month including a breakdown by data type (i.e. driver's license
records, UCC searches) and volume activity and amount of revenue by data
type.
d. On the last business day of the month NSRB shall transfer to NII by
electronic means all amounts due under agreements in effect at that time
for services, to include the $1.00 per Department of Motor Vehicles
driver's license record and $1.00 for each interactive Secretary of State
Uniform Commercial Code and Effective Financing Statement Search processed
through the network, rendered in the month prior to payment.
2. This addendum is hereby incorporated and made part of the RFP
(SCA-0099) issued by the State of Nebraska and Proposal received from NII in
response to that proposal and the master contract referenced above. The
purpose of this addendum is to clarify and outline procedures for existing
provisions relating to transfer of funds under the contract.
NEBRASK@ INTERACTIVE, INC.
/s/ Xxxxxx X. Xxxxxxxxxxx 12-3-97
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President/CEO Date
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NEBRASKA STATE RECORDS BOARD
/s/ Xxxxx X. Xxxxx 12-3-97
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Chairman Date
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