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Service Solicited - 2008 - State of Idaho Department of Administration and Idaho Information Consortium - Access Idaho Services AgreementACCESS IDAHO SERVICES AGREEMENT This Access Idaho Services Agreement ("Agreement") is between the State of Idaho, Department of Administration, Office of the Chief Information Officer ("OCIO"), whose address is 650 W State Street, Boise, Idaho 83720-0042, and the Idaho Information Consortium ("Contractor"), whose address is 999 Main Street, Suite 910, Boise, Idaho 83702, for services described in this Agreement. The Contractor agrees to undertake performance of this Agreement under the terms and conditions set forth herein. BACKGROUND In order to provide citizen access and increased customer service, the State of Idaho ("State") is committed to continuing its support of online applications and websites, while moving forward with new and innovative online applications. Citizens expect to be able to conduct business electronically with the government. The Internet, in particular, provides a means for communications and interactions with government to take place more efficiently and with increased levels of customer service. As the public becomes accustomed to conducting transactions over the Internet, demand continues to increase for government to deliver more of its services and information through that medium. The State has been servicing its citizens by providing electronic access to government services and information through an online transactions and citizen information service refen'ed to as "Access Idaho " The OCIO has been providing Internet Portal services via Access Idaho for the State of Idaho on a budget neutral basis since 1999 to all executive and public agencies of the State of Idaho and desires to continue these services. AUTHORITY This Agreement is entered into pursuant to Idaho Code § 67-5718 and the IDAPA Rules of the State Division of Purchasing ("IDAPA Rule"). If there is a conflict between this Agreement and the statutes or IDAPA Rules, the statutes and the IDAPA Rules shall take precedence. TERM OF AGREEMENT This Agreement shall commence on July 1, 2008, and expire on June 30, 2011, with the option for two (2) two (2) year extensions, the exercise of which will be in writing by the parties, or unless terminated earlier in accordance with this Agreement. Any extensions beyond June 30, 2011 will be by mutual agreement. GOVERNANCE This Agreement will he administered by the OCIO in consultation with the Access Idaho Steering Committee. As new services and transactions for Access Idaho are identified, the Contractor will work with the Access Idaho Steering Committee and the participating State agency or agencies to create a Service Level Agreement ("SLA"). This Agreement shall be considered the Master Agreement for all existing and future SLAs. SLAs shall be deemed to incorporate and be subject to this Agreement. SLAs shall address at 1 least the following: the services or transactions to be implemented online, the statutory or other regulated fees to be collected by the Contractor on behalf of the State agency, any reimbursement of a State agency by the Contractor for costs incurred in providing data needed to offer online services, the level of services to be provided, and whether online service is to be physically hosted by the Contractor or by the State agency. It shall be the obligation of the participating State agency and the Contractor to address in an SLA all issues particular to that agency, including, but not limited to, any privacy/confidentiality issues and any statutory or regulatory issues affecting the agency's use of Access Idaho SLAs are subject to the prior approval of the OCIO and no work shall be done under any SLA without such prior approval. To the extent required by law, the implementation of Access Idaho by any State agency and of any SLA shall be subject to the review and prior approval of the Information Technology Resource Management Council ("ITRMC") via the Access Idaho Steering Committee. DEFINITIONS See Attachment A. STANDARDS All services shall be performed in accordance with the ITRMC's standards and policies, which can be viewed online at httu://www.idaho.aov/itrmc. Contractor shall work with ITRMC on developing any additional standards that the Contractor believes are appropriate for the successful implementation of Access Idaho. The Contractor shall document all systems analysis and programming activities. Copies of all such work shall be furnished to the Access Idaho Steering Committee before such programs are implemented. PUBLIC AGENCY USE Agreement services and pricing shall be extended to other "Public Agencies" as defined in Idaho Code § 67-2327 "Public Agency" means any city or political subdivision of this state, including, but not limited to, counties; school districts; highway districts; port authorities; instrumentalities of counties, cities or any political subdivision created under the laws of the State of Idaho; any agency of the state government; and any city or political subdivision of another state. "State" means a state of the United States and the District of Columbia. The Access Idaho Steering Committee shall be informed of such agreements that are extended to "Public Agencies." INSURANCE For the duration of the Agreement, the Contractor shall maintain in effect all insurance as required herein and comply with all limits, terms and conditions stipulated therein. Policies shall provide, or be endorsed to provide, all required coverage. Within two (2) weeks after signing this Agreement, the Contractor must provide updated certificate(s) or certified endorsement(s), as applicable, of the insurance required. There will be no exceptions to this requirement. Failure to provide the proof of insurance as required may, at the State's option, result in cancellation of the Agreement. 7 Insurance required by this section shall name the State of Idaho as an additional named insured and shall be with insurers rated A-VII or better in the latest Bests Rating Guide and in good standing and authorized to transact business in Idaho. The coverage provided by such policy shall be primary to any coverage of the State on or related to the Agreement and shall provide that the insurance afforded applies separately to each insured against whom a claim is made, except with respect to the limitation of liability Except with regard to Comprehensive Crime, all required policies shall require sixty (60) days' notice to the State, by certified or registered mail, return receipt requested, prior to any cancellation or refusal to renew the coverage provided. All policies shall contain waivers of subrogation. Contractor waives all rights against the State and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the required policies. Policies may contain deductibles but such deductibles shall not be deducted from any damages due to the State. By requiring insurance herein, the State does not represent that coverage and limits will necessarily be adequate to protect the Contractor, and such coverage and limits shall not be deemed as a limitation on the Contractor's liabilities under the indemnities granted to the State. The amount of such insurance shall be not less than: • Worker's Compensation Insurance in amounts as required by statute. Employer's liability limit of $1,000,000.00. The Contractor must provide either a certificate of Workman's Compensation Insurance issued by an insurance company licensed to write Workman's Compensation Insurance in the State of Idaho, as evidence that the Contractor has in effect a current Idaho Workman's Compensation Insurance policy, or an extraterritorial certificate approved by the Idaho Industrial Commission from a state that has a current reciprocity agreement with the Industrial Commission. • Automobile Liability, including non -owned and hired — $1,000,000.00. • Commercial General Liability ("CGL") and Umbrella Liability Insurance, including contractual liability and personal injury — $1,000,000.00. Contractor shall maintain CGL and, if necessary, commercial umbrella or excess liability with a limit of not less than $1,000,000.00 each occurrence. The Schedule of Underlying Insurance in the Umbrella Policy shall include the CGL, the auto policy and the Employer's Liability Policy. • Comprehensive Crime, having at Least the following coverages: employee dishonesty (blanket coverage), forgery, theft (inside and outside), wire transfer fraud, computer fraud or theft — $1,000,000.00. • Contractor will purchase Computer Hardware and Software insurance, including mechanical breakdown and extra expense, for Contractor's owned and leased equipment, with limits consistent with its needs. CONTRACTOR RESPONSIBILITIES The Contractor will be responsible for the following: • Providing the investment capital for hardware, software, communications, facilities, etc. for Access Idaho; 3 • Operating the Access Idaho system; and • Managing Contractor personnel and application development efforts within Access Idaho Access Idaho is intended to operate as a self-supporting and cost-effective Internet Portal to provide and enhance access to Public Information. This will be accomplished, in part, by developing standardized access to customized databases, Data Custodians' databases, and links to other information sources. Access Idaho must be operated without increasing the tax burden on the residents and businesses of Idaho. The Contractor will be expected to raise and expend private capital to build and manage all services, information and transactions; this includes maintaining all services existing as of June 1, 2008. While many of the services and information available through Access Idaho are and will be free to the public, some Premium Services are and may also be offered. Contractor revenue will be generated through charges for these Premium Services. Revenues generated through these charges are used to support the ongoing development of Access Idaho. Premium Services are offerings or services that would be of sufficient value that businesses and users pay an additional amount for the ease of accessing them online or receiving other value added. Access to Public Information via Access Idaho shall not be mandatory on the part of any business or person. There has been and is anticipated to be sufficient revenue generated through offering Premium Services to enable the Contractor to support, maintain and develop the Portal. The Contractor will bill and collect statutory fees on behalf of the State, and pass those collected through to the appropriate agency via the State Treasurer's Office. Contractor must make the online system accessible via popular browsers, including, but not limited to, Microsoft's Internet Explorer, Mozilla Firefox, Opera, and Safari. If a State agency decides that direct access to its platform is desirable, and such access is approved as required, then the solution must provide access to data through the State's network infrastructure. Any devices added to the State's network must be approved and coordinated by the Department of Administration. Anytime direct access to an agency is made available, the Contractor must utilize appropriate hardware and software, compatible with agency operating environments to enable interactive exchange, and adhere to all applicable standards, policies, guidelines and bulletins issued by the applicable agency. The Contractor must have its own connectivity to the Internet and must have procedures and a methodology for determining efficient Internet access bandwidth and plans for accommodating growth. At no cost to the State, the Contractor must purchase any hardware and software required to manage its platform and provide system design and support, account administration and billing. Costs associated with and maintenance of communication links from the State's facilities to Contractor facilities shall be the responsibility of the Contractor 4 Contractor will provide a technology platform that would host Access Idaho's home page and web site, and individual agency services and pages if desired by participating agencies. Contractor will make this platform available to agencies as a platform for testing, prototyping and/or delivering their content and services over the Internet. ACCESSIDAHO WEB SITE Contractor will be required maintain Access Idaho as the State's home page so that the State's home page will also serve as the "Portal," or single access point, to the electronically delivered services and information described in this Agreement. At no cost to the State, the Contractor will maintain the State's current home page, including providing professional web site design, development, and implementation assistance so that information, services, and applications are more easily located and used by citizens and businesses. At no cost to the State, the Contractor will host the State's home page. The Contractor, through Access Idaho, will provide a web -based, front-end to individual and inter -agency services and organize and present these services in ways that will ease access to the information and services (e.g., themes, functions, organizations, events, services and transactions). The page must make it easy and convenient for visitors to the site to navigate, Locate, evaluate, select, retrieve and manage Public Information resources, services and programs on the Internet, to communicate with selected agency officials, and to tap into a variety of electronic transactions offered online by State government. The Access Idaho home page must provide a view that is "customer centric." The Contractor must maintain the graphical user interface created for Access Idaho that reflects the concept of an integrated online government services center. The Contractor will also be expected to work closely with other levels of government, federal and local, to aggregate services or infonnation in an integrated way with State online content. The Contractor will maintain the user interface that is consistent across all services that is widely accessible and facilitates ease of learning and use. The Contractor will continue to use search engines that integrate across both Access Idaho and agency web sites. The Contractor will continue to gather performance statistics as well as statistics on user access through Access Idaho. Access Idaho will continue to act as a reference and referral service, providing visitors infonnation and tools that make it easy for them to obtain information about the State. It will provide links to existing information and sites on the web that highlight various aspects of Idaho's history, culture, government, travel, recreation, community and economic life. The page will provide links for visitors to businesses and educational sites in the State. Content categories could include: lifestyles, travel and recreation, social and community services. Contractor will provide directories or tools for navigation that would make existing State 5 information and access to new data and services more user-friendly, cohesive, and understandable. Individual State agencies will have control over the design and content of their own web sites, but it is expected that Access Idaho would provide an enterprise Portal enabling access to all agencies' web sites. The Contractor will be encouraged to work closely with State agencies so that all State agencies' web pages use the same types of methods for navigation, searching, and presentation of information. CUSTOMER SERVICE The Contractor will provide customer service help to users of Access Idaho services. This includes a service desk that will meet the needs of non -Subscribers as well as Subscribers without additional charge to users. The Contractor will conduct periodic customer satisfaction surveys and assess the level of use, acceptance, and ease of use of services. Access Idaho will continue to include online customer satisfaction surveys. The Contractor will provide training and reference materials for distribution to current and potential system users and government information providers, where necessary. SHARED APPLICATION SERVICES Access Idaho development should not be burdened in rewriting code for similar applications. The Contractor must maintain a process and approach in reusing software code from application to application. SECURITY AND AUTHENTICATION SERVICES Contractor will work with individual State agencies to provide a level of security that is required by the State of Idaho. The Contractor will maintain the security of the data on its systems in order to meet or exceed the PCI data security standards as well as any additional State of Idaho security standards. The Contractor will respond to requests from the Access Idaho Steering Committee for reports and will inform the Committee of any changes that may affect the security of data. Specific agency/application data requirements shall be outlined in the SLA between the Contractor and the agency. The Contractor will include the following requirements: • Use of firewall hardware and software and the configuration of the system; • Provide the ability to execute secure, authenticated, two-way transactions; • Implement date -time stamp and an audit trail for identifying all network security breaches and attempted breaches; • Prohibit users from accessing data or computer facilities unless such access was expressly approved by the participating agency and the Contractor; • Maintain data integrity and users' confidentiality and privacy; and • Address issues such as misuse or fraud, including resolution options. 6 INTEGRATION WITH BACK -END SYSTEMS The Contactor will maintain the ability to integrate with back -end legacy systems and existing databases and information systems as it is critical to the success of Access Idaho and efforts to provide online access to government services and information. The Contractor is expected to provide software and resources to query and access back -end legacy systems, existing databases, and application servers as needed. Unauthorized access to non-public data is prohibited. Proposals must address these concerns in the proposer's plans for integrating with back -end systems. It may be necessary to convert data from the format in which it resides on an agency host computer to the format needed for Access Idaho. Any required conversion shall be at Contractor's expense. DATA REPOSITORY The Contractor must provide for the storage and the storage management of essential data being made accessible to the public, including provision for backup copies of the data so that reconstruction of lost data does not involve the use of original data sets. PERFORMANCE MONITORING AND PROBLEM RESOLUTION The Contractor must provide performance monitoring and problem resolution. Plans for regularly performing routine and preventive maintenance must be addressed. Maintenance will be performed by Contractor at times that will not adversely affect daily operations, where possible. If there is a Loss of critical services where the majority of services are down, the Contractor shall notify the State within one (1) hour. Services should be restored within two (2) hours, except for issues related to equipment, configuration or personnel under State control. During an event not in the control of the Contractor, the Contractor will work with the State to restore services in a timely manner. If there is a loss of the functionality of one (1) or more hosted services that submit information to or retrieve information from the State and built and maintained by Contractor ("Applications") under this Agreement, which does not result in the loss of functionality of the entire Portal, Contractor shall notify the State, and provide an estimated time to repair the functionality of the Application(s) on the Portal based upon the following schedule: • Within two (2) hours during peak usage periods, which are 8:00 am to 5:00 pm (Mountain), each State business day, except State -recognized holidays and weekends; • Within four (4) hours during off-peak periods, 6:00 pm to 8:00 am (Mountain), each State business day; and 7 • Within twenty-four (24) hours during weekends and all holidays observed by the State. Contractor must maintain a back-up system that will take over in the event the hardware or software fails. PROCESS IMPROVEMENT The Contractor will help agencies understand how processes and services can be improved and streamlined by deploying them as web applications, and foster a partnership among agencies that deliver services via Access Idaho. Contractor will maintain processes and plans for: • Combining information into a single system to improve customer service and raise program efficiency; • Fostering a high degree of partnering that would plan and develop online services among agencies and between government and the Contractor; • Conducting executive and management education programs to disseminate information on innovative ways to use information technology to deliver government services; and • Identifying for agencies sources of consulting and technical assistance inside and outside government. BUSINESS CONTINUITY AND DISASTER RECOVERY The Contractor will provide State agencies with the ability to continue to provide services through Idaho gov during recovery from a serious business interruption or disaster. State policies on business recovery planning can be found at httn://www.idaho eov/itrmc. The Contractor will have a disaster recovery plan intended for Idaho.gov to recover from and maintain service in the event of disaster or other unforeseen event. FINANCIAL PROCEDURES All moneys collected on behalf of a State agency must be deposited from the Contractor's bank account into the designated Idaho State Treasurer's bank account within twenty-four (24) hours following the effective receipt of those moneys by the Contractor. Deposits must he made via electronic funds transfer (EFT) using the automated clearinghouse (ACH) credit method. The Contractor must send detailed transaction information to the agency as well as separate total deposit information for financial reconciliation to the State Treasurer's Office for each agency. The ACH file format must be approved and tested by the State Treasurer's Office before it is implemented. The Contractor must maintain procedures for billing, collections, online credit card acceptance, and issuance of payments, and carry out all other fiscal activities necessary to operate a financially sound Internet Portal service. PORTAL DEVELOPMENT RATES Individual agencies may desire to use the Contractor for other development of software and/or 8 code to assist in posting material to or making services available through Access Idaho. Contractor must provide an hourly rate for use by State agencies of the application development services and consulting related to Access Idaho. The hourly rate shall be a fully burdened rate that includes, but is not limited to, labor, per diem, travel, overhead, and any other costs related to the service. The specific rates charged the State agency for each proposed contracted service are provided in Attachment B, and may be adjusted at the time of contract renewal and with the approval of the Access Idaho Steering Committee. The amount charged to the agency shall not exceed $75,000.00 per project. Any services that exceed $75,000.00 per project must be competitively bid. REPORTING REQUIREMENTS The Access Idaho Steering Committee and the Contractor will use the jointly developed reporting requirements, reporting format, and transmittal schedule of reports. Reports describing Access Idaho's future needs, fiscal projections and other relevant forward -looking reports must be submitted at least monthly to the Access Idaho Steering Committee. In addition, by January 17th of each year, the Contractor will draft and submit to ITRMC an annual report for the previous fiscal year The report will include, but is not limited to, a complete list of services offered through Access Idaho and the amounts charged for Premium Services. The Contractor will keep a record of all Access Idaho services and related operations in a format and medium approved by the Access Idaho Steering Committee. The Contractor will maintain all such records for no less than five (5) years after termination of any contract related to Access Idaho A detailed accounting of revenues and expenses will be submitted quarterly to the Access Idaho Steering Committee and shall include, but not be limited to, the cost of obtaining data from the custodial agency and cost of operations. AUDIT REQUIREMENTS The Contractor must comply with all applicable State audit requirements. The Contractor will select an independent auditor to audit, at Contractor's expense, the Contractor's books and records on an annual basis. Contractor's selection of an auditor shall be subject to the prior approval of the Access Idaho Steering Committee, such approval not to be unreasonably withheld. The Contractor will make such books and records available at the site of its local presence. Audits may be conducted during regular work days for State agencies and between the hours of 8:00 a.m. and 5:00 p.m. (Monday through Friday) during the Agreement period or any renewal term of the Agreement, and for a period of two (2) years after expiration of the Agreement or any renewal period. TAXES The State is generally exempt from payment of state sales and use taxes and from personal property tax for property purchased for its use. The State is generally exempt from payment of federal excise tax under a permanent authority from the District Director of the Internal Revenue Service (Chapter 32 Internal Revenue Code [No. 82-73-0019K]). Exemption certificates will be 9 furnished as required upon written request by the Contractor If the Contractor is required to pay any taxes incurred as a result of doing business with the State, it shall be solely and absolutely responsible for the payment of those taxes. If after the effective date of this Agreement an Idaho political subdivision assesses, or attempts to assess, personal property taxes not applicable or in existence at the time this Agreement becomes effective, the State will be responsible for such personal property taxes, after reasonable time to appeal. In no event shall the State be responsible for personal property taxes affecting items subject to this Agreement at the time it becomes effective. INTELLECTUAL PROPERTY RIGHTS Application object code, source code, documentation and all files developed by the Contractor for use or application to Access Idaho ("Portal Software"), together with all updates and revisions, shall be the intellectual and tangible property of the Contractor. During the teen of this Agreement, the State shall have a nonexclusive and perpetual license to such Portal Software, together with all updates and revisions. Source code and documentation for programming and software ("Source Code") shall be escrowed with an escrow agent at the expense of the Contractor. Conditions for its release shall be specified in an escrow agreement, the form of which must be agreed upon by the State. Updates to such Source Code and documentation shall be escrowed, owned and licensed as stated above. During the tenn of this Agreement, Contractor will provide access to the functionality of the NIC Electronic Services through the Portal, for the Permitted Uses. Access to the NIC Electronic Services for Contractor shall terminate upon termination of this Agreement; provided, however, that the State or any subsequent contractor operating the Portal may contract for NIC Electronic Services separately and apart from Contractor. The State does not have any rights to have or to make copies or archival copies of any software used by National Information Consortium ("NIC') in the NIC Electronic Services during the term of the Agreement or following its termination or expiration. Upon the termination of this Agreement by the State for cause (referenced in the Termination section below) or upon expiration of this Agreement upon completion of the full term, Contractor shall grant to the State a perpetual, For Use Only, fully paid -up, non-exclusive, license to host (in object code only), copy, modify, enhance, use, and execute the Portal Software and Source Code for the Portal Software for the Permitted Uses, subject to the limitations of this Agreement. Specifically, subject to the above limitations, the State will have the right to: (i) make copies of the Portal Software and Source Code, for archival, testing or back-up purposes, or for development of modifications and enhancements for the Permitted Uses; (ii) modify the Portal Software or Source Code as may be required or desirable for the maintenance or enhancement or to create derivative works ("Modifications") of the Portal Software or the Portal, provided that such Modifications shall be owned by Contractor and licensed to the State pursuant to the post -termination license grant above, For Use Only license grant as Portal Software above; (iii) load the Portal Software on any State systems for the Permitted Uses, (iv) use State employees or Authorized Contractors to maintain, repair, modify or enhance the Portal Software and Source Code for the Permitted Uses; and (v) allow users 10 access to the functions of the Portal Software (but not the Source Code) through the Portal solely for Permitted Uses. License rights to third -party software used to operate the Portal shall be transferred to the State by Contractor to the extent permissible under the applicable third -party license terms. Software that is third -party software and which is not transferrable to the State shall be identified and described by Contractor on a list at the time of Agreement termination or at any other time as specified by the State during the term of the Agreement. Contractor makes no warranties with respect to third -party software and other materials, and the only warranties the State receives are the transferable warranties, if any, made by third -party licensors and vendors. Upon the termination by either party of the Agreement pursuant to the terms thereof (other than termination by the State for cause, but not for legal excuse), the State may, at its sole option, purchase a License to the Portal Software upon the payment of a mutually agreed to license fee. Such license shall be a perpetual, personal, fully paid -up, non-exclusive, For Use Only license, to host (in object code only), copy, modify, enhance, use, and execute the Portal Software and Source Code for the Permitted Uses, and such license agreement will contain limitations on use and disclosure similar to those contained in this Agreement. RELATION TO PARTIES It is distinctly and particularly understood and agreed between the parties hereto that the State is in no way associated or otherwise connected with the performance of any service under this Agreement on the part of the Contractor or with the employment of labor or the incurring of expenses by the Contractor, Contractor is an independent contractor in the performance of each and every part of this Agreement, and solely and personally liable for all labor, taxes, insurance, required bonding and other expenses, except as specifically stated herein, and for any and all damages in connection with the operation of this Agreement, whether it may be for personal injuries or damages of any other kind. The State does not assume liability as an employer HOLD HARMLESS The Contractor shall indemnify and hold harmless the State from any and all liability, claims, damages, loss of funds, costs, expenses and actions, including reasonable attorneys' fees, caused by or that arise from the negligent or wrongful acts or omissions of the Contractor, its employees, agents or subcontractors under this Agreement or that arise from a failure to comply with any state or federal statute, law, regulation or act. Contractor shall not have any indemnification liability for any damages arising out of the negligence or misconduct of the State. PATENT AND COPYRIGHT INDEMNIFICATION The Contractor shall indemnify and hold the State harmless and shall defend at its own expense any action brought against the State based upon a claim of infringement of a United States' patent, copyright, trade secret, or trademark arising out of or related to the Contractor's actions related to Access Idaho. The Contractor will pay all damages and costs finally awarded and attributable to such claim, but such defense and payments are conditioned on the following: (i) that Contractor shall be notified promptly in writing by the State of any notice of such claim; (ii) 11 that Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and the State may select, at its own expense, advisory counsel; and (iii) that the State shall cooperate with Contractor in a reasonable way to facilitate settlement or defense of any claim or suit. Should Access Idaho, or any part thereof, become, or in Contractor's opinion be likely to become, the subject of a claim of infringement in a way to require the Contractor to indemnify the State pursuant to this section, the State shall permit the Contractor, at its option and expense, either to procure for the State the right to continue operating Access Idaho, or to replace or modify any infringing aspect so that it becomes non -infringing. Upon failure to do either, the State may terminate the Agreement immediately and pursue any legal remedies available. The foregoing indemnity obligations shall not apply to the extent the infringement arises as a result of: (i) Modifications to the Portal Software made by any party other than Contractor, (ii) the combination or use of the Portal Software with materials not furnished by Contractor, or (iii) use of the Portal Software for other than Permitted Uses outside the scope of this Agreement. TERMINATION The State may terminate the Agreement (and/or any order issued pursuant to the Agreement) when the Contractor has been provided written notice of default or non-compliance and has failed to cure the default or non-compliance within a reasonable time, not to exceed thirty (30) calendar days, after receipt of such notice. If the Agreement is terminated for default or non- compliance, the Contractor will be responsible for any direct costs and/or damages incurred by the State for placement of a new agreement. The State, upon termination for default or non- compliance, reserves the right to take any legal action it may deem necessary. For purposes of this Agreement, the phrase "a default or event of non-complianceanting termination under this section" shall1include(but not be limited to: b i Cori I G) ere'd i� �d r C et t^J'C? " et A d • Any material breach or evasion by Contractor of the or conditions of this Agreement and its amendments, if any; or • Substantial cessation of Portal services by the Contractor; or • Fraud, misappropriation, embezzlement, malfeasance, significant malfeasance, illegal conduct by the Contractor, its officers, or directors; or • Dissolution of the Contractor or forfeiture of its company existence; or • Insolvency of the Contractor; or • Material breach of an SLA by the Contractor; or • Willful disclosure of any confidential information by the Contractor. The State may also terminate the Agreement (and/or any order issued pursuant to the Agreement) thirty (30) days after the Contractor's receipt of written notice from the State for the following reasons, provided that such reasons listed below will not be considered for cause, but for legal excuse: 12 • Amendment of the State's enabling authority making the Portal substantially impractical; or • An adverse judicial decision by a court of competent jurisdiction which has the effect of rendering Portal operations no longer feasible; or • Legislation materially altering the ability of the Contractor to operate the Portal. The Contractor may terminate this Agreement if the key Premium Services applications do not generate sufficient revenue to support the basic core functions required to operate the Portal due to the limitations required the Contractor in the operations of the Portal by the State. Upon termination or expiration of the Agreement, Access Idaho must remain operational during any transition period. Upon termination or expiration, all records applicable to a State agency, including working papers and operational documentation, must be delivered immediately to the Department of Administration and will become the property of the State, if not already such, as indicated in the Intellectual Property section of this Agreement. The State will provide no less than six (6) months' notification as to its renew or bid intentions. SUBCONTRACTING Unless otherwise allowed by the State of Idaho, the Contractor shall not, without written approval from the Administrator, Division of Purchasing, enter into any subcontract relating to the performance of this Agreement or any part thereof. Approval by the State of Contractor's request to subcontract or acceptance of or payment for subcontracted work by the State shall not in any way relieve the Contractor of responsibility for the professional and technical accuracy and adequacy of the work. The Contractor shall be and remain liable for all damages to the State caused by negligent performance or non-performance of work under the Agreement by Contractor's subcontractor or its sub -subcontractor. ACCEPTABLE EMPLOYEES Contractor shall provide employees experienced in and qualified to perform specified tasks. If the State deems any Contractor's employee's performance or actions are unsatisfactory in the State's reasonable, good faith judgment, the State may object to such Contractor employee. The Contractor shall, upon written or verbal request by the State, immediately remove the employee from an agency project. The State's request will specify the reasons for its request, unless otherwise prohibited by law. The Contractor shall replace such employee within twenty-four (24) hours of notification unless a different time frame is agreed upon. The Contractor and the State shall mutually discuss whether any other corrective action is acceptable to the State prior to requiring removal. ILLEGAL ALIENS Contractor understands this Agreement is subject to Executive Order 2006-40, Establishing a Policyfor All State Agencies Concerning Illegal Immigrants (http:/rgov.idaho.govrmediaccnter/execorders/eo06/co_2006-40.html ); it does not knowingly hire or engage any illegal aliens or persons not authorized to work in the United States; it takes steps to verify that it does not hire or engage any illegal aliens or persons not authorized to work in the United States; and that any misrepresentation in this regard or any employment of persons 13 not authorized to work in the United States constitutes a material breach and shall be cause for termination of this Agreement. LOCATION OF WORK The Contractor will perform all work under this Agreement in the State of Idaho and understands this Agreement is subject to Executive Order 2007-9, Relating to the State Procurement Process and International Outsourcing (http://gov.idaho.gov/mediacenter/execorders/eo07/eo 200709.html). ENTIRE AGREEMENT This Agreement constitutes the entire agreement of the parties and all other agreements, oral or written, are merged herein. CANCELLATION Either party may cancel this Agreement for nonperformance or poor performance, subject to a sixty (60) day cure period, except as provided for in the Termination section above, upon one hundred eighty (180) days' written notice. Any cancellation of this Agreement based on an allegation of poor performance must be in good faith and amounts due under this Agreement shall be calculated through the actual date of termination of this Agreement, rather than the date of notice of termination. NOTICE Notices required or contemplated under this Agreement must be in writing and mailed or hand delivered to the respective parties at the following address, or such other address as the parties hereto may, by notice, designate in writing to each other: Idaho Department of Administration Office of the Chief Information Officer 650 W State Street Boise, Idaho 83720-0042 SEVERABILITY Idaho Information Consortium, LLC 999 Main Street Suite 910 Boise, Idaho 83702 In the event any provision or section of this Agreement conflicts with applicable law or is otherwise held to be unenforceable, the remaining provisions shall nevertheless be enforceable and carried into effect. ATTORNEY FEES In the event of any litigation arising under or as a result of this Agreement or arising from all of the acts to be performed hereunder of the alleged breach of this Agreement, the prevailing party shall recover its costs and reasonable attorney fees. GOVERNING LAW This Agreement shall be governed and interpreted pursuant to the laws of the State of Idaho. 14 AMENDMENT No amendment, alteration or modification of this Agreement shall be effective unless made in writing and duly executed by the parties hereto. EXECUTION The parties will execute two (2) originals of this Agreement. DEPARTMENT OF ADMINISTRATION IDAHO INFORMATION CONSORTIUM Signature: Name: Mike wartney Title: Director Date: , - © y Signature: Name: Title: Date: /77 6 e cr c c4 C Z.TC , LL•C. • (— ©cK-- 15 Access Idaho: ATTACHMENT A DEFINITIONS An Internet Portal through which the State electronically provides Public Information, access to Public Information and access to Premium Services. Access Idaho A committee appointed by the Office of the CIO, Department of Steering Administration to provide advice and assistance to promote the purposes Committee: of Access Idaho and to provide advice and assistance on issues related to Access Idaho. The Committee shall consist of a representative of at least the following: the Information Technology Resource Management Council (ITRMC), the Contractor, two (2) state agencies (agencies using or intending to use Access Idaho), and a State information technology employee of a management or higher level. The Committee may seek input from end -users in order to promote the purposes of Access Idaho. The Committee shall meet as needed to address issues related to and to promote the purposes of Access Idaho. The committee shall be chaired by the ITRMC staff representative. Authorized Contractors engaged by or on behalf of the State to assist the State in the Contractors: Permitted Use of the Source Code and Portal Software, who have executed a written confidentiality agreement that protects the Portal Software from unauthorized use or disclosure. Data Custodian: Any branch, agency or instrumentality of the State that gathers, stores or generates Public Information. For Use Only: The right to use application software modules for the Permitted Uses on the Portal without the right to sell, distribute, transfer or sublicense such rights. NIC Electronic Services provided through hardware, software and network infrastructure Services: hosted by NIC, that enable applications developed by Contractor or any of its affiliates, to authorize and capture credit and debit cards for payments; to process all other forms of Electronic Funds Transfer; and to manage the registration of users and the online transaction logging data and the billing and collection of funds, for users of fee services. It includes such other online services as may be from time to time developed by NIC outside of this Agreement and made available to the State through Access Idaho. Permitted Uses: Portal: Premium Services: Public Information: Service Level Agreement (SLA): State: Use of the functionality of the software hosted on the Portal to permit users to access government information, governmental and other sites, and to perform certain State governmental licensing, registration and similar transactions. The teen "Permitted Uses" excludes any commercial sale, licensing or other transfer or use for commercial purposes. A single point of entry to electronically disseminate information data via a web browser. Value added services that are available on a transactional or subscription basis for an additional charge and that include, but are not limited to, the enhancement of information that is otherwise available through the State for a statutory fee or at no charge. Any information that is stored gathered or generated in digitized form by a Data Custodian and is authorized by law to be released. An agreement between the Contractor and a specific agency implementing Access Idaho for that agency. Containing specifics related to the application or web page that is being developed for that agency. Including but not limited to specific security and data requirements. State of Idaho. Subscriber: A person or business that, in exchange for a charge, receives Premium Services. 2 ATTACHMENT B HOURLY RATES TITLE RATE Senior Architect - JAVA Senior Architect - .NET $ 130.00 $ 160.00 Level II Project Manager $ 160.00 Intermediate _ $ 130.00 Level I Project Mana er $ 100.00 Business Analyst II $ 130.00 Intermediate $ 110.00 Business Analyst I $ 90.00 Level II Developer $ 130.00 Intermediate $ 110.00 Level I Developer $ 80.00 Creative (HTML-er) $ 60.00 Web Designer $ 70.00 Print Desi_ner $ 70.00 Financial Manager/Bi11in_ S.ecialist $ 90.00 Database Administrator Systems Administrator Security Administrator $ 130.00 $ 130.00 $ 130.00 1