Sample Business Contracts

Services Agreement - District of Columbia and Tier Technologies Inc.

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Subject to the terms and conditions set forth herein, the Government of the
District of Columbia, hereinafter referred to as the "District", and Tier
Technologies, Inc. who will perform the contract through SDA a Division of Tier
Technologies, Inc., hereinafter referred to as the "contractor", hereby enter
into a contract in accordance with the following terms:

                                   ARTICLE 1

                                 SCOPE OF WORK

The Office of the Corporation Counsel, Child Support Enforcement Division (CSED)
requires the contractor to provide, operate, install, design and develop
enhancements, implement and maintain its automated District of Columbia Child
Support Enforcement System (DCCSES). This complex system is required to perform
all functions necessary to process child support cases, as well as collections
for such cases, and must also be capable of interfacing with the various local
referral and locate agencies, as well as federal agencies for interception of
information and collection data. In addition, the automated system must have the
capacity to facilitate access to the District Wide Area Network (WAN) and Local
Area Network (LAN) to support the processing of child support cases at both the
CSED and the D.C. Superior Court.


Specifically, the contractor shall provide all personnel, logistical support,
management, equipment, materials and supplies necessary to perform the

1.1  Part 1 - New Equipment and Facility Management Operation

     1.1.1  Obtain and install new equipment at the contractor's site, install a
            new DCCSES network with new updated equipment, equipment testing;
            and provide logistical support, equipment capacity analysis,
            training, documentation, and monthly operational services, in
            accordance with the District's requirements. The equipment and
            network should be compatible with the DC WAN in its current and
            proposed structure.

            The District will approve all plans and provide written
            authorization in accordance with paragraph C.5 of the Request for
            Proposals. A corresponding adjustment in the deliverable schedule
            will be made for delays in the authorization in appropriate

     1.2.1  Provide Facility Management services which will not begin until the
            District approves in writing all tests (Section 1.1.1 above) and
            provides written authorization to the contractor to begin providing
            operational services.

     1.1.3  Provide security plans and security safeguards for all programs and
            data, and work with the present Facility Manager during the transfer
            of responsibilities in installing new equipment.

     1.1.4  Provide equipment maintenance services for all the contractor's
            equipment at the Facility Management site as well as District owned
            equipment in the CSED, Superior Court, Public Assistance office, and
            the Foster Care office.

     1.1.5  Warrant the existing DCCSES and be responsible for identifying and
            successfully correcting all defects, deficiencies, errors,
            omissions, and other problems that occur in that software.

     1.1.6  Within three (3) years from the date of the award of the definitized
            contract, the District and the contractor shall examine the leased
            equipment and related peripherals


            at the contractor's facility management facility and determine if
            upgrades are necessary to meet minimum performance standards set
            forth in the Request for Proposals (RFP) Section C.8.1.14 and
            Amendment 1, item 7. If upgrades are necessary, the contractor shall
            provide a plan and if the District requires the upgrades it shall
            change order the contract.

1.2  Part 2  -  Database Cleanup Services

     1.2.1  Examine case folders at the CSED and Superior Court, comparing the
            data contained therein with the new DCCSES database, and with other
            sources such as the previously discussed CSED and Superior Court
            automated systems, determining the correctness of the data, and
            inputting the corrections to the DCCSES database.

     1.2.2  Calculate and/or recalculate all financial balances associated with
            each obligation in each case in the child support case load up to
            the maximum of 100,000 cases in the Database cleanup and validate
            the accuracy of each balance using all relevant manual and automated
            forms, documents, records, and other materials and applying all
            relevant regulatory criteria.

     1.2.3  Provide back-up materials in a form and content acceptable to the
            District showing the manner in which each balance was validated. If
            a balance is not accurate, the contractor shall provide a written
            statement of the correct balance and written documentation of the
            contractor's calculation supporting the corrected balance. The
            contractor shall obtain the District's written approval of all
            calculations and shall update the database with corrected balances
            only after receipt of such written approval. The contractor shall
            not warrant the accuracy of its calculations or any information upon
            which its calculation is based but shall meet all performance
            criteria incorporated into the Database Cleanup Quality Control Plan
            as approved by the District.

     1.2.4  Database cleanup shall be no longer than 15 months after the
            District's approval of all database cleanup plans.


1.3  Part 3 - DCCSES and Software Changes and Changes required by the Personal
     Responsibility and Work Opportunity Reconciliation Act of 1996 (PRWORA)

     1.3.1  Design, develop, test and implement all DCCSES and PRWORA software
            changes, the Balanced Budget Act and H.R. 3130 that may be
            identified in the Request for Proposals (RFP) by the District during
            the term of the contract.

     1.3.2  The changes identified in the RFP and made under DCCSES, PRWORA, the
            Balanced Budget Act and H.R. 3130 shall be warranted as being defect
            free for a period of twelve (12) months after acceptance by the
            District of the changes. Any defect in any change shall be corrected
            by the contractor at no cost to the District within the warranty

     1.3.3  Upon receipt of a timely written notice of any deficiencies in a
            change or deliverable, the contractor shall respond with a
            corrective action plan or written plan identifying how and when the
            deficiency will be corrected.

     1.3.4  The task under Part 3 must be prioritized such that the software
            changes (DCCSES, PRWORA, Balanced Budget Act and H.R. 3130) shall be
            completed no later than April 30, 2001 based upon a definitized
            contract award date of July 30, 1999.


     The contractor shall perform the scope of work in accordance with the
     Contractor's Performance Requirements, Attachment D, which contains the
     performance requirement, performance standard, acceptable quality level and
     surveillance method and frequency.


     1.5.1  The contractor shall be responsible for all costs related to the
            project. The District will provide only office space, desks, chairs,
            a copier and copying paper, a phone for local phone calls, and the
            use of a fax machine.


     1.5.2  The contractor shall provide all of the leased equipment at the
            facility management site located in the District, required to
            process the DCCSES, meet all contractual performance standards, and
            handle communications and terminals. The contractor shall provide
            operating software, and supplies necessary for facilities management
            to support the DCCSES during the contract term. The contractor's
            software utility programs must be included as part of the facilities
            management for the purpose of providing magnetic tape dumps.

     1.5.3  The contractor shall provide training to the District's staff
            designated by the contract administrator. The contractor shall
            provide all training related to the scope of work in this contract.
            This training shall be in accordance with a District approved
            training Plan submitted by the contractor according to the approved
            Work Plan. Such training shall include that which is necessary for
            coordination with the Facility Manager for operating various DCCSES
            programs, and training on how the software changes are used in

     1.5.4  The contractor shall establish a full time office in the CSED on the
            date of contract award. All related costs for this office shall be
            the sole responsibility of the contractor. At a minimum, the
            contractor shall provide CSED and DC Superior Court the following

            a.  A Project Manager or Assistant Project Manager solely dedicated
                to the project and is knowledgeable in all aspects of child
                support laws, rules, and regulations, who has at least three(3)
                years experience in managing comparable services, and who will
                be on-site at the CSED office for the duration. References shall
                be submitted by the contractor.

            b.  The contractor shall provide on site one (1) full time technical
                person for each working day who is knowledgeable in the
                Connecticut Child Support System and the DCCSES each day through
                completion of Part 3,


                Software Changes (see Section 1.3 above). This technical person
                must be capable of responding to system questions from District
                users for the existing and future DCCSES.

            c.  In addition to the overall Contractor Project Manager, a minimum
                of one (1) full time person on site in the CSED and Superior
                Court, during Part 2, Database Cleanup, (see Section 1.2 above).
                The person assigned to this position must be knowledgeable in
                database cleanup operations as well as child support operations.


     The CSED shall be responsible for the following tasks:

     1.6.1  Project management;

     1.6.2  Provide oversight and assistance to the contractor;

     1.6.3  Provide timely approval and payment of deliverables that meet the
            District's requirements in accordance with paragraph C.5 of the RFP;

     1.6.4  Evaluate contract performance and general contract monitoring;

     1.6.5  Prepare written reports of system problems and deficiencies of the

                                   ARTICLE 2

                               TRANSITION PERIOD

     The contractor shall have a 15 week overlap with Unisys Corporation in
     testing and installing new equipment and the conversion of the DCCSES
     database from the existing equipment to the new equipment.


                                   ARTICLE 3


3.1  This is a definite-quantity term contract with payment based on fixed
     prices as set forth in the contractor's best and final offer dated May 12,
     1999, schedules B.1, B.1.1.1, B.1.1.2, B.1.1.3, B.1.1.4, B.1.2.1, B.1.2.2,
     B.1.3.1, B.1.4.1, B.1.5.1 and Schedule C, with a price redetermination
     element based on the amount of travel as set forth in Article 7 below.

3.2  The District shall pay the contractor a total of thirty-one million, seven
     hundred and eighty-three thousand, and three hundred and sixty-five dollars
     ($31,783,365.00), subject to price redetermination under Article 7 below.

3.3  In addition to the fixed prices, the District shall pay the contractor for
     accelerating to October 30, 1999 Year 2000 compliance on the application
     software for the DCCSES, an additional $72,000. If the contractor fails to
     complete by October 30, 1999, the Year 2000 compliance, the District shall
     not pay the contractor the additional amount of $72,000.

                                   ARTICLE 4


     The contractor shall commence performance of services (other than as
     provided in the scope of work in the letter contract, Attachment A)
     immediately upon notification of the definitized contract award. With
     respect to each task identified in Article 1, the contractor shall provide
     the deliverables outlined in Attachment C.

                                   ARTICLE 5

                                 CONTRACT TERM

     This is a multi-year contract with a term beginning May 21, 1999 and
     extending five (5) years from the date that the contracting


     officer awards the definitized contract. Except for the statement of work
     (Attachment A of the letter contract, dated May 21, 1999), due dates for
     contract performance including deliverables shall be from the date of award
     of the definitized contract.

     If funds are not appropriated or otherwise made available for the continued
     performance in the subsequent year of the multiyear contract, the contract
     for the subsequent year shall be terminated, either automatically or in
     accordance with the termination clause of the contract, if any. Unless
     otherwise provided for in the contract, the effect of termination is to
     discharge both the District government and the contractor from future
     performance of the contract, but not from their existing obligations. The
     contractor shall be reimbursed for the reasonable value of any nonrecurring
     costs incurred but not amortized in the price of the supplies or services
     delivered under the contract.

                                   ARTICLE 6

                        METHOD OF PAYMENT AND INVOICING

     Prohibition against advanced payments: The District cannot make advanced
     payment to the contractor. Accordingly, payment to the contractor must be
     made by the District after deliverables are received and accepted by the
     District. For continuing services, the District will make payment to the
     contractor on a pro-rata basis for the period of service for the base term
     left after the contractor starts the service. For example, since the Help
     Desk will start twelve (12) weeks after award of the definitized contract,
     the fixed price of $390,687 will be spread over the nine (9) remaining
     months of the first year.

6.1  Part 1, New Computers and Printers: The District shall pay the contractor
     for new computers and printers 50% of the cost of the new computers and
     printers upon transfer of title and delivery to the District and the
     remaining 50% amount upon installation by the contractor and acceptance by
     the District.

6.2  Part 1, Facility Management Services: The District will calculate payments
     based on the fixed prices set forth in the applicable schedules for
     facility management services. The fixed prices for facility management
     services include the cost of leased equipment for the facility management.


6.3  Part 2, Database Cleanup: Upon receipt of a properly executed invoice, the
     District will pay the contractor on a fixed-price per month basis not to
     exceed the amount of $229,016 per month. This payment amount is based on
     100,000 cases at $34.35 per case for a time period of 15 months. The
     contractor shall provide appropriate documentation of hours worked as well
     as computer generated list of cases completed. The District shall withhold
     10% of the invoiced amount until the project is completed or until a
     satisfactory audit has been performed, whichever is later, as set forth in
     RFP C.

6.4  Part 3, Software Changes (Software Modifications): The District shall pay
     the contractor the fixed prices set forth in Schedules B.1.1.3, B.1.1.4 and
     B.1.1.2, 20% of the total price upon completion and acceptance of each task
     as set forth below:

     a.   complete business specifications
     b.   technical specifications
     c.   conclude testing
     d.   acceptance by the District
     e.   installation and implementation

     The District shall withhold 10% of each invoiced amount until it has been
     notified in writing by the U.S. Department of Health and Human Services
     that the system has been certified as meeting the system requirements of
     the Personal Responsibility and Work Opportunity Reconciliation Act of
     1996, Balanced Budget Act and H.R. 3130.

6.5  Invoices shall be prepared in quadruplicate and submitted on the 10th of
     each month to the System Project Manager, Child Support Enforcement
     Division, 441 4th Street, NW, 5th Floor, Washington, D.C. 20001, telephone
     number (202) 724-1410.

6.6  Invoices shall, at a minimum, contain the following information:

     6.6.1  contractor's name and address;
     6.6.2  invoice, contract and purchase order numbers;
     6.6.3  period of services;
     6.6.4  location of delivery;
     6.6.5  total dollar amount due;
     6.6.6  description of services provided;
     6.6.7  contractor's authorized signature; and
     6.6.8  contractor's Federal I.D. number.

6.7  Payments under this contract are subject to the quick payment provisions of
     the D.C. Code Section 1-1171 et.seq.


                                   ARTICLE 7


7.1  At the end of five (5) years from the date of the award of the definitized
     contract, if the contractor has made fewer than 276 trips to the greater
     Baltimore-Washington area in the performance of this contract, the District
     will redetermine the last payment due the contractor by deducting from the
     last payment $1,282 for each trip under 276 trips which the contractor
     failed to make.

7.2  Prior to the final payment, the contractor shall certify to the District
     the number of trips made to the greater Baltimore-Washington area in the
     performance of this contract.

7.3  For the purpose of this provision, the contractor has made a "trip" when
     one employee of the contractor travels to the greater Baltimore-Washington
     area in the performance of this contract, and stays at the greater
     Baltimore-Washington area at a minimum of one (1) night. Consistent with
     this definition, the contractor would be determined to have taken two (2)
     trips if two (2) employees of the contractor travel to the greater
     Baltimore-Washington area in the performance of this contract, and stay at
     the greater Baltimore-Washington area at a minimum of one (1) night.

                                   ARTICLE 8

                            CONTRACT ADMINISTRATION

8.1  Contracting Officer: The contracting officer is the only person authorized
     to contractually bind the District. The contracting officer shall be the
     Chief Procurement Officer, Office of Contracting and Procurement, 441 4th
     Street, N.W., Suite 800 South, Washington, D.C. 20001, telephone number
     (202) 727-0252.

8.2  Contract Administrator: The contract administrator shall be responsible for
     overall administration of the contract. The contract administrator shall be
     the Director, Child Support Enforcement Division, Office of the Corporation
     Counsel, 441 4th Street, N.W., Suite 500 South, Washington, D.C. 20001,
     telephone number (202) 724-1548.


8.3  Technical Representative: The technical representative is responsible for
     the daily coordination of operating procedures between the District and the
     contractor, and for monitoring contract compliance. The technical
     representative shall be the System Project Manager, Child Support
     Enforcement Division, 441 4th Street, NW, 5th Floor, Washington, D.C.,
     20001, telephone number 202) 724-1410.

                                   ARTICLE 9

                             CANCELLATION CEILING

     In accordance with Article 5, Contract Term, in the event of cancellation
     of the contract because of non-appropriation of funds for fiscal years
     2000, 2001, 2002, 2003, and 2004, there shall be a cancellation ceiling of
     $11,496,229 for year 2000, $6,062,228 for year 2001, $4,178,572 for 2002,
     $4,532,094 for year 2003, and $5,514,242 for year 2004.

                                  ARTICLE 10

                                 KEY PERSONNEL

     The following are considered to be key personnel:

     Irma Neal, Project Executive
     S. Diane Stokes, Project Manager
     John Raffauf, Deputy Project Manager

     The key personnel are considered to be essential to the work being
     performed hereunder. Prior to making any material changes in key personnel,
     the contractor shall notify the contract administrator one (1) week in
     advance and shall submit justification (including proposed substitutions in
     case of reassignments, promotions) in sufficient detail to permit
     evaluation of the impact on the program. No material changes in key
     personnel shall be made by the contractor without the written consent of
     the contract administrator.


                                  ARTICLE 11

                              YEAR 2000 WARRANTY

11.1   The contractor shall warrant that the DCCSES and all information
       technology (IT)(as defined in FAR 2.101), whether commercial or
       noncommercial, delivered under this contract or modified by the
       contractor, that will be required to perform date/time processing
       involving dates subsequent to 31 December 1999, shall be Year 2000
       compliant if properly installed, operated, and maintained in accordance
       with the contract specifications and applicable documentation. If the
       contract requires that specific deliverables operate together as a
       system, this warranty shall apply to these deliverables as a system.

11.2   Year 2000 Compliant (as defined in FAR 39.002) means that the IT
       accurately possesses date/time data (including, but not limited to
       calculating, comparing, and sequencing) from, into, and between the
       twentieth and twenty-first centuries, and the years 1999 and 2000 and
       leap year calculations, to the extent that other IT, used in combination
       with the IT being delivered, properly exchanges date/time data with it.
       The proper exchange of date/time data shall be in accordance with the
       interface requirements specification(s) of the contract.

11.3   For line item deliverables which are commercial items (as defined in FAR
       2.101), and which include commercial IT, the terms and conditions of the
       standard commercial warranty covering such commercial IT shall apply in
       addition to, and to the extent such terms and conditions are consistent
       with, this warranty. Any applicable commercial warranty shall be
       incorporated into this contract by attachment.

11.4   Notwithstanding any provision to the contrary in other warranty
       requirement(s) of this contract, or in the absence of any such warranty
       requirement(s), the remedies available to the District under this
       warranty shall include those provided in the Inspection clause of this
       contract (Standard Contract Provisions,


       Attachment B, section 7(l). Nothing in this warranty shall be construed
       to limit any rights or remedies the District may otherwise have under
       this contract.

11.5   Unless specified elsewhere in this contract, the contractor shall also
       deliver to the District a report summarizing any Year 2000 compliance
       testing that was performed, and the results thereof.

11.6   This warranty shall expire on January 21, 2001, or one hundred eighty
       (180) days after acceptance of the last deliverable IT item under this
       contract (including any options(s) exercised hereunder), which is later.

                                  ARTICLE 12

                         LOCATION OF THE CONTRACTOR'S

       The contractor's facility management and maintenance office (office)
       shall be located in the District of Columbia with a 24 hour security
       surveillance. The office shall be in operation by Decemeber 1, 1999.

                                  ARTICLE 13


       Failure of the contractor to move its facility into the District by
       December 1, 1999 shall result in the assessment of liquidated damages in
       the amount of $500.00 for each day that the facility remains outside of
       the District.

                                  ARTICLE 14

                                RIGHTS IN DATA

14.1   "Data," as used herein, means recorded information, regardless of the
       form or media on which it may be recorded. The term includes technical
       data and computer software. The term does not include information
       incidental to contract administration, such as


       financial, administrative, cost or pricing, or management information.

       The term "technical data", as used herein, means recorded information,
       regardless of form or characteristic, of a scientific or technical
       nature. It may include, for example, document research, experimental,
       developmental or engineering work, or be usable or used to define a
       design or process or to procure, produce, support, maintain, or operate
       material. The data may be graphic or pictorial delineations in media such
       as drawings or photographs, text in specifications or related performance
       or design type documents, or computer printouts. Examples of technical
       data include research and engineering data, engineering drawings and
       associated lists, specifications, standards, process sheets, manuals,
       technical reports, catalog item identifications and related information,
       and computer software documentation. Technical data does not include
       computer software or financial, administrative, cost and pricing, and
       management data or other information incidental to contract

       The term "computer software", as used herein, means computer programs and
       computer data bases. "Computer programs", as used herein means a series
       of instructions or statements in a form acceptable to a computer,
       designed to cause the computer to execute an operation or operations.
       "Computer programs" include operating systems, assemblers, compilers,
       interpreters, data management systems, utility programs, sort/merge
       programs, and automated data processing equipment, maintenance diagnostic
       programs, as well as applications programs such as payroll, inventory
       control and engineering analysis programs. Computer programs may be
       either machine-dependent or machine-independent, and may be general-
       purpose in nature or designed to satisfy the requirements of a particular

       The term "computer data bases", as used herein, means a collection of
       data in a form capable of being processed and operated on by a computer.

14.2   All data first produced in the performance of this contract shall be the
       sole property of the District. Contractor hereby acknowledges that all
       data including, without limitation, computer program codes produced by
       contractor for the District under this


       contract are works made for hire and are the sole property of the
       District; but, to the extent any such data may not, by operation of law,
       be works made for hire, contractor hereby transfers and assigns to the
       District the ownership of copyright in such works, whether published or
       unpublished. The contractor agrees to give the District all assistance
       reasonably necessary to perfect such rights including, but not limited
       to, the works and supporting documentation and the execution of any
       instrument required to register copyrights. The contractor agrees not to
       assert any rights at common law or in equity in such data. The contractor
       shall not publish or reproduce such data in whole or in part or in any
       manner or form, or authorize others to do so, without written consent of
       the District until such time as the District may have released such data
       to the public.

14.3   The District shall have restricted rights in computer software and all
       accompanying documentation, manuals and instructional materials listed or
       described in a license or agreement made a part of the contract, which
       the parties have agreed will be furnished with restricted rights,
       provided however, notwithstanding any contrary provision in any such
       license or agreement, such restricted rights shall include, at a minimum,
       the right to:

       14.3.1  Use the computer software and all accompanying documentation and
               manuals or instructional materials with the computer for which or
               with which it was required, including use at any Government
               installation to which the computer may be transferred by the

       14.3.2  Use the computer software and all accompanying documentation and
               manuals or instructional materials with a backup computer if the
               computer for which or with which it was acquired is inoperative;

       14.3.3  Copy computer programs for safekeeping (archives) or backup
               purposes; and

       14.3.4  Modify the computer software and all accompanying documentation
               and manuals or instructional materials, or combine it with other
               software, subject to the provision that the modified portions
               shall remain subject to these restrictions.


14.4   The restricted rights set forth in paragraph 14.3 are of no effect unless
       (i) the computer software is marked by the contractor with the following

                           RESTRICTED RIGHTS LEGEND

               Use, duplication, or disclosure is subject to
               restrictions stated in Contract No. 8105-AA-NS-4-JJ
               with Service Design Associates a Division of Tier
               Technology and (ii) the related computer software
               documentation includes a prominent statement of the
               restrictions applicable to the computer software. The
               contractor may not place any legend on computer
               software indicating restrictions on the District's
               rights in such software unless the restrictions are set
               forth in a license or agreement made a part of the
               contract prior to the delivery date of the software.
               Failure of the contractor to apply a restricted rights
               legend to such computer software shall relieve the
               District of liability with respect to such unmarked

14.5   In addition to the rights granted in paragraph 14.3 above, the contractor
       hereby grants to the District a nonexclusive, paid-up license throughout
       the world, of the same scope as restricted rights set forth in paragraph
       14.3 above, under any copyright owned by the contractor, in any work of
       authorship prepared for or acquired by the District under the contract.
       Unless written approval of the contracting officer is obtained, the
       contractor shall not include in technical data or computer software
       prepared for or acquired by the District under the contract any works of
       authorship in which copyright is not owned by the contractor without
       acquiring for the District any rights necessary to perfect a copyright
       license of the scope specified in the first sentence of this paragraph.

14.6   Whenever any data, including computer software, are to be obtained from a
       subcontractor under this contract, the contractor shall use this same
       clause in the subcontract, without alteration, and no other clause shall
       be used to enlarge or


       diminish the District's or the contractor's rights in that subcontractor
       data or computer software which is required for the District.

14.7   For all computer software furnished to the District with the rights
       specified in paragraph 14.2, the contractor shall furnish to the District
       a copy of the source code with such rights of the scope specified in
       paragraph 14.2. For all computer software furnished to the District with
       the restricted rights specified in paragraph 14.3 the District, if the
       contractor, either directly or through a successor or affiliate shall
       cease to provide the maintenance or warranty services provided the
       District under this contract or any paid-up maintenance agreement, or if
       contractor should be declared bankrupt or insolvent by a court of
       competent jurisdiction, shall have the right to obtain, for its own and
       sole use only, a single copy of the then current version of the source
       code supplied under this contract, and a single copy of the documentation
       associated therewith, upon payment to the person in control of the source
       code the reasonable cost of making each copy.

14.8   The contractor shall indemnify and save and hold harmless the District,
       its officers, agents and employees acting within the scope of their
       official duties against any liability, including costs and expenses, (i)
       for violation of proprietary rights, copyrights, or rights of privacy,
       arising out of the publication, translation, reproduction, delivery,
       performance, use or disposition of any data furnished under this
       contract, or (ii) based upon any data furnished under this contract, or
       based upon libelous or other unlawful matter contained in such data.

14.9   Nothing contained in this clause shall imply a license to the District
       under any patent, or be construed as affecting the scope of any license
       or other right otherwise granted to the District under any patent.

14.10  Paragraphs 14.3, 14.4, 14.5, 14.7, and 14.8 above are not applicable to
       material furnished to the contractor by the District and incorporated in
       the work furnished under contract, provided that such incorporated
       material is identified by the contractor at the time of delivery of such


                                  ARTICLE 15

                        DRUG-FREE WORKPLACE (July 1990)

15.1   Definitions. As used in this clause:

       "Controlled substance" means a controlled substance in schedules I
       through V of section 202 of the Controlled Substances Act (21 U.S.C. 812)
       and as further defined in regulation at 21 CFR 1308.11 -1308.15.

       "Conviction" means a finding of guilt (including a plea of nolo
       contendere) or imposition of sentence, or both, by any judicial body
       charged with the responsibility to determine violations of the Federal or
       State criminal drug substance.

       "Criminal drug statute" means a Federal or non-Federal criminal statute
       involving the manufacturer, distribution, dispensing, possession or use
       of any controlled substance.

       "Drug-free workplace" means the site(s) for the performance of work done
       by the Contractor in connection with a specific contract at which
       employees of the Contractor are prohibited from engaging in the unlawful
       manufacture, distribution, dispensing, possession, or use of a controlled

       "Employee" means an employee of a Contractor directly engaged in the
       performance of work under a Government contract.

       "Directly engaged" is defined to include all direct cost employees and
       any other Contractor employee who has other than a minimal impact or
       involvement in contract performance.

       "Individual" means an offeror/contractor that has no more than one
       employee including the offeror/contractor.

15.2   The contractor, if other than an individual, shall within 30 calendar
       days after contract award (unless a longer period is agreed to in
       writing), for contracts of 30 calendar days or more performance duration:
       or as soon as possible for contracts of less than 30 calendar days
       performance duration:


       15.2.1  Publish a statement notifying such employees that the unlawful
               manufacture, distribution, dispensing, possession, or use of a
               controlled substance is prohibited in the Contractor's workplace
               and specifying the actions that will be taken against employees
               for violations of such prohibition;

       15.2.2  Establish an ongoing drug-free awareness program to inform such
               employees about:

               A.   The dangers of drug abuse in the workplace;

               B.   The Contractor's policy of maintaining a drug-free

               C.   Any available drug counseling, rehabilitation, and employee
                    assistance program; and

               D.   The penalties that may be imposed upon employees for drug
                    abuse violations occurring in the workplace.

       15.2.3  Provide all employees engaged in performance of the contract with
               a copy of the statement required by subparagraph 15.2.1 of this

       15.2.4  Notify such employees in writing in the statement required by
               subparagraph 15.2.1 of this provision that, as a condition of
               continued employment on the contract resulting from this
               solicitation, the employee will:

               A.   Abide by the terms of the statement; and

               B.   Notify the employer in writing of the employee's conviction
                    under a criminal drug statute for a violation occurring in
                    the workplace no later than 5 calendar days after such

       15.2.5  Notify the Contracting Officer in writing within 10 calendar days
               after receiving notice under subdivision 15.2.4.B of this
               provision, from an employee or otherwise receiving actual notice
               of such conviction. The notice shall include the position title
               of the employee; and

       15.2.6  Within 30 calendar days after receiving notice under subdivision
               15.2.4.B of this clause of a conviction, take one of the
               following actions with respect to any employee who is convicted
               of a drug abuse violation occurring in the workplace:

               A.   Take appropriate personnel action against such employee, up
                    to and including termination; or

               B.   Require such employee to satisfactorily participate in a
                    drug abuse assistance or rehabilitation program approved for
                    such purposes by a Federal, State, or local health, law
                    enforcement, or other appropriate agency.

       15.2.7  Make a good faith effort to maintain a drug-free workplace
               through implementation of subparagraphs 15.2.1 through 15.2.6 of
               this clause.

15.3   The contractor, if an individual, agrees by award of the contract or
       acceptance of a purchase order, not to engage in the unlawful
       manufacture, distribution, dispensing, possession, or use of a controlled
       substance in the performance of this contract.

15.4   In addition to other remedies available to the Government, the
       contractor's failure to comply with the requirements of paragraph 15.2 or
       15.3 of this clause may, pursuant to FAR 23.506, render the contractor
       subject to suspension of contract payments, termination of the contract
       for default, and suspension or debarment.

                                  ARTICLE 16

                               SOFTWARE SUPPORT

       The contractor shall provide for up to 120 hours per month of DCCSES
       application programming and analysis support and service per month to be
       used by the District as required.

                                  ARTICLE 17

                             SOFTWARE MAINTENANCE

       The contractor shall perform software maintenance on the District of
       Columbia Child Support Enforcement System (DCCSES)

       as it exists on the date of definitized contract award, for a period of
       three (3) years from the award date of the definitized contract. The
       contractor shall be responsible for identifying and successfully
       correcting all defects, deficiencies, errors, omissions, and all other
       problems in the software during this period. The contractor is
       responsible for allocating sufficient resources to this task to ensure
       its successful completion and avoid delays in other deliverables. The
       contractor is at a minimum to perform 100 hours per month for software
       maintenance. The contractor shall be responsible for providing this
       maintenance without additional costs to the District.

                                  ARTICLE 18


       The requirement for the contractor to produce an on-line policy and
       procedures manual has been eliminated from this contract.

                                  ARTICLE 19

                          HELP DESK PROGRAM POSITION

       The contractor shall provide one (1) technical person and one (1) program
       person to resolve problems, errors and corrections and to operate the
       help desk throughout the term of the contract.

                                  ARTICLE 20

                              EQUIPMENT PURCHASE

       The District agrees that it is acquiring new equipment under this
       contract with the intent to use it within the District government in
       support of government operations and not for reselling, remarketing,
       leasing or transferring the machines (or components thereof) to a third
       party, unless the District is arranging lease-back financing for the
       machines or other circumstances agreeable to the contractor apply,
       provided that nothing in this provision will prevent the District from

       disposing of the equipment purchased under this clause through the
       surplus property program of the District.

                                  ARTICLE 21


       When used in this contract, the following terms and phrases shall have
       the meanings ascribed:

21.1   AUTOMATED DOCUMENT TRACKING SYSTEM: An automated software process whereby
       documents and cases can be managed, tracked, and monitored throughout
       each step in the Database Cleanup process so that their location and
       status at any time can be determined.

21.2   BACKUP AND RECOVERY: The process of restoring the DCCSES to an
       operational status within a twenty-four (24) hour period after an event
       occurrs to make it inaccessible to users.

21.3   BACKUP AND RECOVERY TEST: A series of tests to ensure that the DCCSES can
       be made operational quickly after failure of one or more of its
       components. This test includes backup, recovery, restart, and transaction
       logging routines.

21.4   BACKUP SITE: A location separate from the Facility Management site with
       similar equipment on which the DCCSES can be loaded and run in the event
       of a prolonged equipment and/or communications failure at the Facility
       Management site.

21.5   CAPACITY ANALYSIS: A test conducted with the new Facility Management
       equipment, the DCCSES LAN and WAN, and the user terminals (PCs) and
       printers to ensure that they will be capable of processing the DCCSES and
       meet all required response times.

21.6   DATA ENTRY: The process of entering correct data into the DCCSES database
       using Personal Computers.

21.7   DCCSES: The District of Columbia Child Support Enforcement System.

21.8   EMERGENCY DISASTER CONTINGENCY PLAN: A Plan, upon the approval of the
       contract administrator, that can be used to recover from any unforeseen
       event or circumstance that might jeopardize the contractor's performance
       or level of quality during the Database Cleanup process.

21.9   EQUIPMENT DELIVERY AND INSTALLATION: The process of delivering all
       equipment pursuant to the Contractor's offer to the Facility Management
       site on or before the District's approved schedule. This includes
       delivery and installation of the latest version of the Unix operating
       software and Universe database management software that is year 2000
       compliant. This process includes testing the equipment and the
       preparation and submission to the District's Project Manager of a report
       by serial number and testing results of all equipment that was installed.

21.10  EQUIPMENT INSTALLATION PLAN: A Plan which shows all the tasks required to
       successfully install the new equipment, and the successful transfer of
       the DCCSES from the existing equipment to the Contractor's new equipment.

21.11  EQUIPMENT MAINTENANCE: Contractor provided maintenance of all operating
       software, all equipment, including District of Columbia owned Personal
       Computers, printers and print servers, all DCCSES telecommunications
       equipment and software, and the interagency LAN to ensure continuous
       DCCSES efficient and timely processing.

21.12  EQUIPMENT PILOT OPERATIONS: A process whereby the equipment,
       communications, operating software, and the application software, are run
       together to ensure that all are operating correctly and efficiently. This
       Pilot Operation includes tests of daily, weekly, and monthly backup and
       recovery processes.

21.13  FACILITY MANAGER: The Contractor's computer organization that contains
       all the equipment and staff required to operate the DCCSES. The Facility
       manager is also responsible for courier service to the District Child
       Support Agencies, mass mailings, equipment Help Desk, and printing of
       large volume reports as required.

21.14  FEDERAL CERTIFICATION: A process whereby federal officials review the
       PRWORA and other required DCCSES changes to ensure they meet federal
       standards and requirements as specified in federal regulations.

21.15  HELP DESK: A contractor staffed office to which DCCSES users can
       telephone to receive a solution to any DCCSES problem. This office must
       be staffed from 8:00 AM through 5:00 PM

       Monday through Friday.

21.16  NEW EQUIPMENT: This is the latest, state-of-the-art computer equipment
       that will be used to operate DCCSES and meet all on- line and batch
       processing requirements and response times.

21.17  PROJECT COMPLETION PLAN: A Plan that will be used to ensure that the
       Database Cleanup process will be successfully completed on time and that
       all required activities, equipment, files, documents, and other pertinent
       items are turned over to the District.

21.18  PROJECT INITIATION: The process of beginning the project. This includes
       meeting with District personnel to review the requirements for the
       project, review Work Plans, answer questions, assign specific roles and
       tasks to the contractor and District personnel, develop reporting
       requirements, and ensure that all personnel, the contractor and District,
       are familiar with the requirements of the project.

21.19  PRWORA: The Personal Responsibility and Work Opportunity Reconciliation
       Act of 1996. Also referred to as the Welfare Reform Act.

21.20  QUALITY CONTROL: A process of monitoring all project activities,
       including employee performance, changes to DCCSES, and document and case
       folder flow, to ensure that they conform to District approved standards.

21.21  RESEARCH: The process of examining data contained in case folders and/or
       automated systems for the purpose of obtaining and recording correct data
       for DCCSES.

21.22  SCHEDULED DOWNTIME: A preplanned block of time during which the equipment
       is not available to the District for online processing.

21.23  SECURITY PLAN: A Plan identifying how the confidentiality of DCCSES data,
       software, access to identified sensitive areas, and protection of theft
       of District equipment and supplies will be maintained.

21.24  SYSTEM LIVE OPERATIONS: The DCCSES successfully running in a full
       production mode on the new equipment.

21.25  TESTING: A series of activities that will exercise all parts of

       the DCCSES in an integrated fashion, including all equipment, all
       software (operating and application), all communications, and the
       District's LAN and WAN, to ensure that DCCSES processing can be
       accomplished in a timely and efficient manner and according to all
       required performance standards.

21.26  TRAINING: The process of instructing users in any new procedures or new
       equipment and communications requirements for DCCSES.

21.27  TRANSFER AND CONVERSION: The process of successfully transferring the
       existing DCCSES application software, to include the UniVerse Database
       Management software that is year 2000 compliant, to the new equipment at
       the Facility Management site, and testing the complete system to ensure
       DCCSES runs correctly and meets all performance standards on the new

                                  ARTICLE 22


       A conflict in language shall be resolved by giving precedence to the
       document in the highest order or priority that contains language
       addressing the issue in question. The following documents are
       incorporated into the contract by reference in descending order of

22.1   Articles 1 through 24 of this contract;

22.2   Letter Contract, dated May 21,1999 (Attachment A);

22.3   Standard Contract Provisions for use with District of Columbia Government
       Supply and Services Contract dated December 1984, as amended (Attachment

22.4   Contractor's Deliverables (Attachment C);

22.5   Contractor's Performance Requirements (Attachment D);

22.6   Letter dated June 7, 1999, including the technical and price proposal for
       the new network (Attachment E);

22.7   Letter dated May 19, 1999, including the price proposal and work plan for
       accelerating the Year 2000 compliance on the application software to
       October 30, 1999 (Attachment F);

22.8   Contractor's Best and Final Cost document, dated May 12, 1999 (Attachment

22.9   Letter dated May 5, 1999, regarding the contractor's agreement to move
       its facility management and maintenance office into the District
       (Attachment H);

22.10  Contractor's Best and Final technical proposal, dated February 16, 1999
       (Attachment I);

22.11  Comments on the SDA Price Proposal Draft-January 6, 1999, Submitted by
       SDA, January 18, 1999 (Attachment J);

22.12  SDA Comments on Draft Statement of Work for New Equipment and Facility
       Management Services, Database Cleanup and Software Changes in Support of
       the Government of the District of Columbia (Attachment K);

22.13  Contractor's letter dated January 7, 1999 setting forth questions and
       answers regarding issues from the contract negotiations between the
       contractor and the District (Attachment L);

22.14  Contractor's technical proposal dated August 17, 1998 (Attachment M); and

22.15  Request for Proposals No. 8105-AA-NS-4-JJ, including Amendment No. 1,
       dated July 29, 1998, Addendum No. A, dated July 29, 1998, Amendment No.
       2, dated August 12, 1998, and Addendum B, dated August 12, 1998
       (Attachment N).

                                  ARTICLE 23

                              CONTRACT APPROVALS

       This contract for over a million dollars for a multi-year term is subject
       to the approval of the D.C. City Council and the Federal Office of Child
       Support Enforcement.

                                  ARTICLE 24

                                TOTAL AGREEMENT

       This contract, including specifically incorporated documents, constitutes
       the total and entire agreement between the parties. All previous
       discussions, writings, and agreements are merged herein.