Services Agreement - District of Columbia and Tier Technologies Inc.
1
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.
<PAGE>
2
Specifically, the contractor shall provide all personnel, logistical support,
management, equipment, materials and supplies necessary to perform the
following:
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
circumstances.
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
<PAGE>
3
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.
<PAGE>
4
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
period.
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.
1.4 PERFORMANCE REQUIREMENTS
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 CONTRACTOR PERFORMANCE RESPONSIBILITIES AND LIMITATIONS
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.
<PAGE>
5
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
DCCSES.
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
personnel:
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,
<PAGE>
6
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.
1.6 RESPONSIBILITIES OF THE CHILD SUPPORT ENFORCEMENT DIVISION
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;
and
1.6.5 Prepare written reports of system problems and deficiencies of the
contractor.
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.
<PAGE>
7
ARTICLE 3
TYPE OF CONTRACT AND CONTRACT AMOUNT
------------------------------------
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
COMMENCEMENT OF OPERATIONS AND DELIVERABLES
-------------------------------------------
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
<PAGE>
8
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.
<PAGE>
9
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.8.2.4.7.
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.
<PAGE>
10
ARTICLE 7
PRICE REDETERMINATION BASED ON THE AMOUNT OF TRAVEL
---------------------------------------------------
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.
<PAGE>
11
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.
<PAGE>
12
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,
<PAGE>
13
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
----------------------------
FACILITY MANAGEMENT AND MAINTENANCE OFFICE
------------------------------------------
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
LIQUIDATED DAMAGES FOR FAILURE TO MOVE THE
------------------------------------------
FACILITY MANAGEMENT AND MAINTENANCE OFFICE IN THE DISTRICT
----------------------------------------------------------
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
<PAGE>
14
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
administration.
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
user.
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
<PAGE>
15
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
District;
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.
<PAGE>
16
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
legend:
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
software.
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
<PAGE>
17
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
work.
<PAGE>
18
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
substance.
"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:
<PAGE>
19
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
workplace;
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
provision;
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
conviction;
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
<PAGE>
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)
<PAGE>
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
ON-LINE POLICY AND PROCEDURES MANUAL
------------------------------------
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
<PAGE>
disposing of the equipment purchased under this clause through the
surplus property program of the District.
ARTICLE 21
DEFINITIONS
-----------
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
equipment.
ARTICLE 22
DOCUMENTS INCORPORATED AND ORDER OF PRIORITY
--------------------------------------------
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
priority:
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
B);
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);
<PAGE>
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
G);
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.
<PAGE>
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.