Standard Services Contract Agreement - State of Maryland Department of Human Resources and Tier Technologies Inc.
Option 2
CSEA/CC-99-001
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Agency Control Number
STANDARD SERVICES CONTRACT
AGREEMENT
BETWEEN
MARYLAND STATE DEPARTMENT OF HUMAN RESOURCES
CHILD SUPPORT ENFORCEMENT ADMINISTRATION
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311 WEST SARATOGA STREET
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BALTIMORE, MARYLAND 21201
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AND
Tier Technologies, Inc.
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1350 Treat Blvd., Suite 250
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Walnut Creek, CA 94549
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FOR
CENTRAL DISBURSEMENT UNIT SERVICES
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THIS AGREEMENT, effective as of the 1st day of June, 1999, by and between
the Maryland State Department of Human Resources, Child Support Enforcement
Administration, hereinafter referred to as the "DEPARTMENT" and Tier
Technologies, Inc., a ___________________, hereinafter referred to as
the "CONTRACTOR".
The DEPARTMENT and the CONTRACTOR do mutually agree as follows:
I.
PROGRAM AND SERVICES TO BE PROVIDED
Subject to the continuing availability of the State and/or Federal funds,
the DEPARTMENT shall purchase the CONTRACTOR'S services and the CONTRACTOR shall
develop, implement and operate the Maryland Child Support Enforcement state
disbursement unit's front-end payment processing functions.
These services shall be provided in accordance with the terms and conditions of
this Contract and the following exhibits, which hereby are incorporated as part
of this Contract:
1. Exhibit A: Request for Proposals/Invitation for bids for (name of unit)
Child Support Enforcement dated January 26, 1999;
2. Exhibit B: Contractor's Technical and/or Financial Proosal dated 3/4/99
and 4/9, 1999;
3. Exhibit C: State Contract Affidavit Addendum.
4. Exhibit D: Addendum To Standard Service Contract Agreement.
The DEPARTMENT shall have the unilateral right to order, in writing, changes in
the work to be performed by the CONTRACTOR, which are within the scope of the
above services.
II.
TERM OF AGREEMENT
Performance under this Contract shall commence on June 1, 1999, and shall
continue until agreed upon services are completed, but in any case no later than
August 30, 2004.
The PARTIES, however, may mutually agree in writing to an earlier
termination, or the DEPARTMENT, in its sole discretion, may serve upon the
CONTRACTOR a written notification of an intention to terminate the Contract
pursuant to either Section IV(l) or (m) of this Contract.
<PAGE>
III.
COSTS AND EFFICIENCY
(a) The cost to the DEPARTMENT for the services to be provided by the
CONTRACTOR under the Contract shall not exceed Eighteen Million One Hundred
Thirty-Two Thousand One Hundred Sixty-One Dollars ($ 18,132,161.00 ).
(b) Method of Payment: Payments by the DEPARTMENT shall be made within 30
days of receipt of an expenditure report or an approved invoice from the
CONTRACTOR.
Charges for late payment of invoices other than as prescribed by Title 15,
Subtitle 1, of the State Finance and Procurement Article, Annotated Code of
Maryland, as from time to time amended, are prohibited.
In addition to any other available remedies if, in the opinion of the
Procurement Officer, the CONTRACTOR fails to perform in a satisfactory and
timely manner, the Procurement Officer may refuse or limit approval of any
invoice for payment, and may cause payments to the CONTRACTOR to be reduced or
withheld until such time as the CONTRACTOR meets performance standards as
established by the Procurement Officer.
(c) Availability of Funding: Payment of these funds is conditional upon
the DEPARTMENT receiving funds as specified to pay for the total cost of the
services set forth in the Appendix from Department of Health and Human Services
and State General Funds.
If the General Assembly fails to appropriate funds or if funds are not
otherwise made available for continued performance for any fiscal period of this
contract succeeding the first fiscal period, this Contract shall be cancelled
automatically as of the beginning of the fiscal year for which funds were not
appropriated or otherwise made available; provided; however, that this will not
affect either the State's rights or the CONTRACTOR's rights under any
termination clause in the Contract. The effect of termination of the Contract
hereunder will be to discharge both the CONTRACTOR and the DEPARTMENT from
future performance of the Contract, if not from their rights and obligations
existing at the time of termination. The CONTRACTOR shall be reimbursed for the
reasonable value of any nonrecurring cost incurred but not amortized in the
price of the Contract. The State shall notify the CONTRACTOR as soon as it has
knowledge that funds may not be available for the continuation of this contract
for each succeeding fiscal period beyond the first.
If the General Assembly fails to appropriate sufficient funds or if
sufficient funds are not otherwise made available for performance of this
Contract, the DEPARTMENT reserves the right in its sole discretion to reduce the
total amount of funding under the Contract.
(d) The CONTRACTOR'S Federal Tax Identification Number is 94-3145844. The
CONTRACTOR agrees to include this number on all invoices billed to the
DEPARTMENT. The DEPARTMENT may withhold payment for failure to comply with this
provision.
The CONTRACTOR's Social Security Number is ________________________________
(individual contractor only).
IV.
GENERAL PROVISIONS AND CONDITIONS
(a) Maryland Law: The place of performance of this Contract shall be the
State of Maryland. This Contract shall be construed, interpreted, and enforced
according to the laws of the State of Maryland as required under applicable laws
and regulations, including approval of the Board of Public Works where
appropriate.
(b) Indemnification; Claims: (1) The CONTRACTOR shall indemnify the State
against liability for any suits, actions, or claims of any character arising
from or relating to the performances of the CONTRACTOR or its subcontractors
under this Contract.
(2) The State of Maryland has no obligation to provide legal counsel
or defense to the CONTRACTOR or its subcontractors in the event that a suit,
claim or action of any character is brought by any person not party to this
Contract against the CONTRACTOR or subcontractors as a result of or relating to
the CONTRACTOR's obligations under this Contract.
(3) The State has no obligation for the payment of any judgments or
the settlement of any claims against the CONTRACTOR or its subcontractors as a
result of or relating to the CONTRACTOR's obligations under this Contract.
<PAGE>
(4) The CONTRACTOR shall immediately notify the Procurement Officer
of any claim or suit made or filed against the CONTRACTOR or its subcontractors
regarding any matter resulting from or relating to the CONTRACTOR's obligations
under the Contract, and will cooperate, assist, and consult with the State in
the defense or investigation of any claim, suit, or action made or filed against
the State as a result of, or relating to the CONTRACTOR's performance under this
Contract.
(c) Compliance with Laws: The CONTRACTOR hereby represents and warrants
that:
(1) It is qualified to do business in the State of Maryland and that
it will take such action as, from time to time, may be necessary to remain so
qualified;
(2) It is not in arrears with respect to the payment of any monies
due and owing the State of Maryland, or any department or unit thereon
including, but not limited to, the payment of taxes and employee benefits, and
that it shall not become so in arrears during the term of this Contract;
(3) It shall comply with all Federal, State and local laws,
regulations, and ordinances applicable to its activities and obligations under
this Contract; and
(4) It shall procure, at its expense, all licenses, permits,
insurance, and governmental approval, if any, necessary to the performance of
its obligations under this Contract.
(d) Employees of CONTRACTOR: The persons performing these services, as set
forth in the Appendix, shall be employees of the CONTRACTOR. The CONTRACTOR is
responsible for complying with all Federal and State laws as to tax and Social
Security payments to be withheld from wages paid to said employees.
(e) Administration: The work to be accomplished under this Contract shall
be performed under the direction of the DEPARTMENT'S Procurement Officer,
Shirley Larson, Assistant Director, Administration and Compliance.
All matters relating to the administration and performance of this Contract
shall be referred to the Procurement Officer for determination.
(f) Technical Assistance and Consultation: The DEPARTMENT shall furnish
the CONTRACTOR with such technical assistance and consultation by the
DEPARTMENT's staff as is reasonably necessary to assure satisfactory performance
in providing the services required by this Contract and not readily available
elsewhere.
The use of funds under this Contract by the CONTRACTOR to hire consultants shall
require the prior approval by the DEPARTMENT's designated Procurement Officer,
of any such arrangement and the proposed work plan of the consultant(s)
involved.
(g) Non-hiring of Employees: No employee of the State of Maryland or any
unit thereof, whose duties as such employee include matters relating to or
affecting the subject matter of this Contract, shall, while so employed, become
or be an employee of the party or parties hereby contracting with the State of
Maryland or any unit thereof.
(h) Amendments: This Contract constitutes the entire agreement between the
parties and all other communications prior to its execution, whether written or
oral, with reference to the subject matter of this Contract are superseded by
this agreement. This Contract may be amended as the DEPARTMENT and the
CONTRACTOR mutually agree in writing. Any amendment to this Contract must first
be approved in writing by the Procurement Officer, subject to any additional
approvals required by State law. No amendment to this Contract shall be binding
unless so approved and unless it is in writing and signed by the party to be
charged. Except for the specific provision of the Contract which is thereby
amended, the Contract shall remain in full force and effect after such amendment
subject to the same laws, obligations, conditions, provisions, rules and
regulations, as it was prior to said amendment.
Adjustments of funds between categories approved in writing by the Project
Officer, so long as they do not affect the total authorized funding and are
consistent with the objectives of this Contract do not require an amendment to
the Contract.
(i) Nondiscrimination in Employment: The CONTRACTOR agrees: (1) not to
discriminate in any manner against an employee or applicant for employment
because of race, color, religion, creed, age, sex, marital status, national
origin, ancestry, or physical or mental disability unrelated in nature and
extent so as reasonably to preclude the performance of such employment; (2) to
include a provision similar to that contained in subsection (1), above, in any
subcontract except a subcontract standard commercial supplies or raw materials;
and (3) to post and cause subcontractors to post in conspicuous places available
to employees and applicants for employment, notices setting forth the substance
of this clause.
(j) Nondiscrimination in Programs: The CONTRACTOR agrees that, in
providing any aid, benefit, service, program, or activity, under this contract
on behalf of the Department of Human Resources. It will not: (1) deny any
individual the opportunity to participate in or benefit from the benefit or
service equal to that provided others; (2) provide a qualified individual with a
disability with any aid, benefit, or service that is not as effective in
affording equal opportunity to obtain the same result, to gain the same benefit,
or to reach the same level of achievement as that provided to others: (3)
provide different or separate aid, benefits, or services to individuals or
classes of individuals with disabilities than is provided to others unless such
action is necessary to provide qualified individuals with disabilities with
aids, benefits, or service that are as effective as those provided to others;
(4) deny a qualified individual with a disability the opportunity to participate
as a member of any planning or advisory boards; or (5) otherwise limit a
qualified individual with a disability in the enjoyment of any right, privilege,
advantage or opportunity enjoyed by others receiving the aid, benefit, or
service.
<PAGE>
The CONTRACTOR agrees further to not utilize criteria or methods of
administration that have the effect of subjecting anyone to discrimination on
the basis of disability, or have the purpose or effect of defeating or
substantially impairing accomplishment of the objectives of the Department of
Human Resources program with respect to individuals with disabilities.
(k) Subcontracting; Assignment: The CONTRACTOR may not subcontract any
portion of the services provided under the Contract without obtaining the prior
written approval of the DEPARTMENT and the CONTRACTOR may not assign this
Contract, or any of its rights or obligations hereunder, without the prior
written approval of the Department. Any such subcontract or assignment shall be
subject to any items and conditions that the Department deems necessary to
protect the interest of the State. The Department shall not be responsible for
the fulfillment of the CONTRACTOR's obligation to the subcontractors.
(l) Termination for Convenience: The performance of work under this
Contract may be terminated by the DEPARTMENT in accordance with this clause in
whole, or from time to time in part, whenever the DEPARTMENT shall determine
that such termination is in the best interest of the State. The DEPARTMENT will
pay all reasonable costs associated with this Contract that the CONTRACTOR has
incurred up to the date of termination and all reasonable costs associated with
termination of the Contract; provided, however, that the CONTRACTOR shall not be
reimbursed for any anticipatory profits which have not been earned up to the
date of termination. Termination hereunder, including the determination of the
rights and obligations of the parties, shall be governed by the provisions of
COMAR 21.07.01.12A(2).
(m) Termination for Cause: If the CONTRACTOR fails to fulfill its
obligations under this Contract properly and on time, or otherwise violates any
provision of the Contract, the Department may terminate the Contract. Prior to
terminating this contract, the DEPARTMENT shall give the CONTRACTOR thirty (30)
days prior written notice of such default and if the CONTRACTOR has not cured
such default within the thirty (30) day period, the DEPARTMENT may, by written
notice, not less than five (5) days after expiration of this period, terminate
the Contract. The notice shall specify the acts or omissions relied on as cause
for termination. All finished or unfinished supplies and services provided by
the CONTRACTOR shall, at the DEPARTMENT's option, become the State's property.
The DEPARTMENT shall pay the CONTRACTOR fair and equitable compensation for
satisfactory performance prior to receipt of notice of termination, less the
amount of damages caused by the CONTRACTOR's breach. If the damages are more
than the compensation payable to the CONTRACTOR, the CONTRACTOR will remain
liable after termination and the DEPARTMENT can affirmatively collect damages.
Termination hereunder, including the determination of the right and obligations
of the parties, shall be governed by the provisions of COMAR 21.07.01.11B.
(n) Disputes: This Contract shall be subject to the provisions of State
Finance and Procurement Article, title 15, Subtitle 2, Annotated Code of
Maryland, and COMAR 21.10 (Administrative and Civil Remedies). Pending
resolution of a claim, the CONTRACTOR shall proceed diligently with the
performance of the Contract in accordance with the Procurement Officer's
decision.
Unless a lesser period is provided by applicable statute, regulation, or
this Contract, the CONTRACTOR must file a written notice of claim with the
Procurement Officer within 30 days after the basis for the claim is known or
should have been known, whichever is earlier. Contemporaneously with or within
30 days of the filing of a notice of claim, but no later than the date of final
payment under the Contract, the CONTRACTOR must submit to the Procurement
Officer its written claim containing the information specified in COMAR
21.10.01.02.
(o) Saving Clause: Both PARTIES hereby expressly acknowledge the
possibility of substantial changes in Federal regulations applicable to this
Contract and expressly agree to renegotiate this Contract as necessary to comply
with such changes.
(p) Document Retention and Inspection: The CONTRACTOR shall retain and
maintain all books, records, and other documents relevant to this Contract for a
period of no less than three years after the date of final payment, a resolution
of audit findings, or disposition of non-expendable property, whichever is
later, and upon receipt of reasonable written notice thereof. Full access
thereto and the right to examine any of said materials shall be afforded Federal
and State auditors who shall have substantiated in writing a need therefor in
the performance of their official duties, and such other persons as are
authorized by the DEPARTMENT, including the Procurement Officer or his designee,
at all reasonable times.
(q) Contingent Fee Prohibition: The CONTRACTOR, Architect, or Engineer
warrants that it has not employed or retained any person, partnership,
corporation, or other entity, other than a bona fide employee, bona fide agent,
bona fide salesperson, or commercial selling agency working for the CONTRACTOR,
Architect, or Engineer, to solicit or secure this agreement, and that it has not
paid or agreed to pay any person, partnership, corporation, or other entity,
other than a bona fide employee, bona fide salesperson, or commercial selling
agency, any fee or other consideration contingent on the making of this
agreement.
(r) Delays and Extensions of Time: The CONTRACTOR agrees to perform this
Contract continuously and diligently. No charges or claims for damages shall be
made by the Contractor for any delays or hindrances, regardless of cause, in the
performance of services under the Contract. Time extensions may be granted only
for excusable delays that arise from unforeseeable causes beyond the control,
and without the fault or negligence of the Contractor, including but not
restricted to acts of God, acts of the public enemy, acts of the State in either
its sovereign or contractual capacity, acts of another contractor in the
performance of a state contract, fires, floods, epidemics, quarantine
restrictions, strikes, freight embargoes, or the delays of a subcontractor or
supplier arising from unforeseeable causes beyond the control and without the
fault or negligence of either the CONTRACTOR or the subcontractor of supplier.
<PAGE>
(s) Variations in Estimated Quantities: No equitable adjustments shall be
permitted in favor of either the State or the CONTRACTOR in the event that the
quantity of any pay item in this Contract is an estimated quantity and the
actual quantity of such pay item varies from the Estimated Quantity stated in
the Contract.
(t) Suspension of Work: The Procurement Officer unilaterally may order the
CONTRACTOR in writing to suspend, delay, or interrupt all or any part of its
performance for such period as the Procurement Officer may determine to be
appropriate for the convenience of the State.
(u) Pre-existing Regulations: In accordance with the provisions of Section
11-206 of the State Finance and Procurement Article, Annotated Code of Maryland,
the regulations set forth in Title 21 of the Code of Maryland Regulations (COMAR
Title 21) in effect on the date of execution of this Contract are applicable to
this Contract.
(v) Financial Disclosure: The CONTRACTOR shall comply with the provisions
of Section 13-221 of the State Finance and Procurement Article of the Annotated
Code of Maryland, which requires that every business that enters into contracts,
leases, or other agreements with the State of Maryland or its agencies during a
calendar year under which the business is to receive in the aggregate $100,000
or more, shall, within 30 days of the time when the aggregate value of these
contract, leases or other agreements reaches $100,000, file with the Secretary
of State of Maryland certain specified information to include disclosure of
beneficial ownership of the business.
(w) Political Contribution Disclosure: The CONTRACTOR shall comply with
Chapter 838, Laws of 1997 (Reporting of Contributions, HB 6) which requires a
statement be filed by a business with the State Administrative Board of Election
laws which discloses political contributions of $500 or more made to a candidate
for elective office during the reporting period. This is required when the
business receives from the State or its political subdivisions an aggregate of
$100,000 or more in a calendar year. The Statement must be filed before the
execution of a lease or contract by the State or its subdivisions and the
statement covers the preceding two calendar years. If the contribution is made
subsequent to the execution of a lease or contract, the statement must be filed
twice a year during the contract term.
(x) Cost and Price Certification: The CONTRACTOR by submitting costs or
price information certifies that, to the best of its knowledge, the information
submitted is accurate, complete, and current as of the closing date for receipt
of bids or proposals.
The price under this Contract and any change order or modification
hereunder, including profit or fee, shall be adjusted to exclude any significant
price increase occurring because the CONTRACTOR furnished cost or price
information which, as of the closing date for receipt of bids/proposals, was
inaccurate, incomplete, or not current.
(y) Liability for Loss of Data: In the event of loss of any data or
records necessary for the performance of this Contract where such loss is due to
the error or negligence of the CONTRACTOR, the CONTRACTOR shall be responsible,
irrespective of cost to the CONTRACTOR, for recreating such lost data or
records.
(z) Purchase and Treatment of Assets:
(1) CONTRACTOR shall obtain written approval of the DEPARTMENT for
any purchase of assets with funds paid under this Contract, excluding ordinary
office supplies, except that such is not required with regard to purchase of
assets described in the Appendix attached hereto.
(2) Title to all property furnished by the DEPARTMENT shall remain in
the DEPARTMENT. Title to all property acquired by the CONTRACTOR at a cost of
over FIFTY DOLLARS ($50.00) including purchase by lease-purchase agreement for
the cost of which the CONTRACTOR is to be reimbursed under this Contract, shall
immediately vest in the DEPARTMENT upon (i) issuance for use of such property in
the performance of this Contract, or (ii) reimbursement of the cost thereof by
the DEPARTMENT, whichever occurs first.
(3) The CONTRACTOR shall maintain and administer in accordance with
sound business practice a program for the maintenance, repair, protection, and
preservation of the DEPARTMENT'S property as to assure its full availability and
usefulness for the performance of this Contract.
(4) The DEPARTMENT'S property shall, unless otherwise provided
herein, or approved in writing by the DEPARTMENT, be used only for the
performance of this Contract.
(5) In the event that the CONTRACTOR is indemnified, reimbursed, or
otherwise compensated for any loss or destruction of or damage to the
DEPARTMENT's property, it shall use the proceeds to repair, renovate, or replace
the DEPARTMENT's property involved, or shall credit such proceeds against the
cost of the work covered by the Contract, or shall otherwise reimburse the
DEPARTMENT as directed by the DEPARTMENT.
<PAGE>
(6) At the conclusion of the term of this Contract, the CONTRACTOR shall
deliver to the DEPARTMENT a listing of all the DEPARTMENT's property purchased
thereunder, showing the following information as to each property item:
(i) a description of the property;
(ii) manufacturer's serial number or other identification number;
(iii) acquisition date and cost;
(iv) source of the property;
(v) percentage of Federal funds used in acquisition of the
property; and
(vi) location, use and condition of the property.
(7) Upon termination of the Contract, the DEPARTMENT may require the
CONTRACTOR to deliver to the DEPARTMENT any property specifically produced or
acquired for the performance of this Contract.
(8) As an alternative to the provisions of (1) - (7), the CONTRACTOR may
elect to furnish property for use in the performance of this Contract out of its
own funds, for which the DEPARTMENT will reimburse it to the extent of its
allocated share of the annual depreciation expense of such property allowed by
IRS depreciation schedules.
(aa) The CONTRACTOR, if providing direct services to the DEPARTMENT'S clients,
agrees to include an acknowledgment of funding received from the DEPARTMENT
under this contract in any and all related publications. "Related publications"
are not limited to publications funded under the contract.
Prohibition against shifting Maryland income to out-of-state affiliates.
Contractor may not, for any period during the Contract term, seek to reduce the
amount of Contractor's income subject to Maryland income tax by payments made to
an affiliated entity or an affiliate's agent for the right to use trademarks,
trade names, or other intangible property associated with Contractor.
Contractor agrees that during the course of this Contract it shall not make any
royalty or similar payments to any affiliated company; and if any such royalty
or similar payments are made, Contractor and the affiliated company shall file
separate Maryland income tax returns and pay their respective Maryland income
taxes in such a manner that Contractor does not claim a deduction against
Maryland income tax for such paymnts, and the affiliated company receiving the
royalty or similar payments files Maryland income tax returns and pays Maryland
tax, under a formula that reasonably apportions the income of the affiliated
company among the states, including Maryland, in which the Contractor does
business. Contractor agrees that it is authorized to bind its affiliated
entities to the terms hereof.
This Contract, together with the Appendix attached hereto and incorporated
herein by reference, represents the complete, total and final understanding of
the PARTIES and no other understanding or representation, oral or written,
regarding the subject matter of this Contract, shall be deeemed to exist or to
bind the Parties hereto at the time of execution.
IN WITNESS WHEREOF, the PARTIES have executed this Contract and have caused
their respective seals to be affixed hereto on or before the date first set
forth herein.
FOR THE CONTRACTOR: FOR THE DEPARTMENT:
/s/ James R. Weaver /s/ Brian D. Shea
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Signature Signature
James R. Weaver Brian D. Shea
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Name (typed) Name (typed)
Acting Executive Director
President, Government Services Child Support Enforcement Admin.
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Title Title
April 30, 1999
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Date Signed Date Signed
<PAGE>
ADDENDUM TO STANDARD SERVICES CONTRACT
AGREEMENT
BETWEEN
MARYLAND DEPARTMENT OF HUMAN RESOURCES
CHILD SUPPORT ENFORCEMENT ADMINISTRATION
AND
TIER TECHNOLOGIES, INC.
IV.
GENERAL PROVISIONS AND CONDITIONS
IV.(B) Indemnification Claims:
Paragraphs (2) and (3) are amended to state that these provisions are
mutually applicable to both the State and to Tier Technologies, Inc.