Sample Business Contracts


Contractual Services Agreement - State of Florida Department of Highway Safety and Motor Vehicles and Concord Communications

Services Forms


                         CONTRACTUAL SERVICES AGREEMENT


         This AGREEMENT, made and entered into this 27th day of September, 1996,
by and between the DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES (the
"Department"), State of Florida, and CONCORD COMMUNICATIONS (the "Contractor").

         The Department shall not be responsible for attorney fees except as
provided by statute.

         The State's fiscal year runs from July 1 through June 30. The State of
Florida's performance and obligation to pay under this contract is contingent
upon an annual appropriation by the Legislature.

         CONTRACT PERIOD: From September 27, 1996 through September 27, 1999 (3
years)

         The contract may be renewed under the same terms and conditions for two
(2) additional one (1) year periods upon the prior written agreement of both
parties. Renewals are contingent upon satisfactory performance evaluations by
the Department and subject to the availability of funds.

         The contractor agrees to provide:

         The requirements set forth in Section 4 of ITN 009-97, and Concord
Communications best and final offer, which are here by incorporated into and
made a part of this contract.

         This Contract may be amended, in writing, by mutual consent of the
parties with the same degree of formality evidenced in this contract.

         The Department is an agency of the State of Florida and holds a tax
exempt status. The Department shall not be responsible for any taxes - local,
state or federal - levied against Contractor as a result of this contract.

         A purchase order must be issued by the Department in advance for any
charges not covered by this contract.

         This contract shall be governed by the laws of the State of Florida.

         The Department shall have the right of unilateral cancellation for
refusal by the Contractor to allow public access to all documents, papers,
letters or other material subject to the provisions of Chapter 119 (Public
Records Law) and made or received by the Contractor in conjunction with the
contract.

         Bills for fees, services or expenses shall be submitted in detail
sufficient for a proper pre-audit and post-audit thereof.

         The Department's liability in negligence or indemnity for acts of its
employees or officers will be only as provided under Section 768.28, Florida
Statutes, waiver of sovereign immunity in Tort.

         With the mutual agreement of both parties, the Contractor or any part
of the Contract may be terminated on an agreed date prior to the end of the
Contract period without penalty to either party.

         CONFLICT OF INTEREST: The execution of this contract is subject to the
provisions of Chapter 112, Florida Statutes. The Contractor must disclose the
name of any officer, director or


<PAGE>   2


agent who is also an employee of the State of Florida, or nay of its agencies.
Further, the Contractor must disclose the name of any State employee who owns,
directly or indirectly, an interest of five percent (5%) or more in the
Contractor's firm or any of its branches.

         PRISON INDUSTRIES: It is expressly understood and agreed that any
articles which are the subject of, or required to carry out this contract shall
be purchased from the corporation identified under Chapter 946, F.S. in the same
manner and under the same procedures set forth in Section 946.515(2) and (4),
F.S.; and for purposes of this contract the person, firm or other business
entity carrying out the provisions of this contract shall be deemed to be
substituted for this agency insofar as dealings with such corporation are
concerned. The "corporation identified" is Prison Rehabilitative Industries and
Diversified Enterprises, Inc.

         Available products, pricing and delivery schedules may be obtained by
contacting: Terrie Brooks, Bid Administrator PRIDE of Florida, 2720 Blair Stone
Road, Suite G, Tallahassee, Florida 32301, telephone (904) 487-3774.

THE TERM OF THE AGREEMENT SHALL PREVAIL OVER ANY INCONSISTENT PROVISIONS OF THE
PRE-PRINTED CONTRACT.


                                         AS TO DEPARTMENT OF HIGHWAY SAFETY
AS TO CONTRACTOR                         AND MOTOR VEHICLES


  /s/ Nollie Peeler                           /s/ [illegible] Parker for
---------------------------              ----------------------------------
Signature                                Signature


  Nollie Peeler                               Russ Rothman, CPPO
---------------------------              ----------------------------------
Name                                     Name


  President                                   Chief of General Services
---------------------------              ----------------------------------
Title                                    Title


  9/26/96                                     9/27/96
---------------------------              ----------------------------------
Date                                     Date


  62-1634938                             FLORIDA STATE SALES TAX EXEMPTION
---------------------------              CERTIFICATE NO:
FEID # OR SOCIAL SECURITY #              02-000040-04-47


<PAGE>   3


                                   ADDENDUM TO
                         CONTRACTUAL SERVICES AGREEMENT
                            DATED SEPTEMBER 27, 1996


         This addendum is made and entered into this 28th day of August, 1997,
by and between the DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES, State of
Florida and CONCORD COMMUNICATIONS, the Contractor.

         The addendum period shall be consistent with the initial contract
number, ITN 009-97, dated September 27, 1996.

         The contractor agrees to provide:

         All costs associated with installing a 1-800 number and providing all
         services required of Contractor as outlined in ITN No. 009-97 for 1-900
         service, dated August 19, 1996 and the Contract for 1-900 services
         dated September 27, 1996 by and between the Department of Highway
         Safety and Motor Vehicles, State of Florida and Concord Communications
         to complete the renewal of driver licenses, address changes, court
         reinstatements and vehicle address changes, shall be borne by Concord
         Communications. Contractor shall be responsible for all phone charges,
         installation of all equipment, merchant accounts, credit card
         processing.

         Contractor fees to be charged to users are as follows:
<TABLE>
             <S>                                      <C>
             Driver License Renewal                   $5.50
             Address Change                           $4.00
             Court Reinstatement                      $4.00
             Vehicle Address Change                   $4.00
</TABLE>

         Contractor agrees to provide an electronic cash transfer to the State
         of Florida every day. This addendum may be changed anytime by mutual
         consent.

ALL OTHER TERMS AND CONDITIONS OF THE CONTRACTUAL SERVICES AGREEMENT DATED
SEPTEMBER 27, 1996 AND THE REQUIREMENTS SET FORTH IN ITN NO. 009-97 REMAIN IN
FULL FORCE AND EFFECT. THE TERMS OF THE AGREEMENT SHALL PREVAIL OVER ANY
INCONSISTENT PROVISIONS OF THE PRE-PRINTED CONTRACT.

AS TO CONTRACTOR                         AS TO DEPARTMENT OF HIGHWAY SAFETY
                                         AND MOTOR VEHICLES


  /s/ Nollie Peeler                           /s/ Russ Rothman
---------------------------              ----------------------------------
Signature                                Signature


  Nollie Peeler                               Russ Rothman
---------------------------              ----------------------------------
Name                                     Name


  President                                   Chief of Purchasing Contracts
---------------------------              ----------------------------------
Title                                    Title


  9/2/97                                      8/28/97
---------------------------              ----------------------------------
Date                                     Date


  62-1634938                             47-04-025953-52C
---------------------------              FLORIDA STATE SALES TAX
FEID # OR SOCIAL SECURITY #              EXEMPTION NO:


<PAGE>   4


                      AMENDMENT #1 TO CONTRACT BETWEEN THE
                 DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES
                        AND CONCORD COMMUNICATIONS, INC.


         WHEREAS, the Department of Highway Safety and Motor Vehicles, herein
referred to as the "Department," and Concord Communications, Inc. are under
contract for Concord Communications, Inc. to provide 1-900 driver license
services pursuant to ITN 009-97, and

         NOW THEREFORE, the Department and Concord Communications, Inc. agree to
amend the contract entered into by the parties on September 27, 1996 as follows:

         1.       Concord Communications, Inc. will provide additional access to
                  the 1-900 program under contract as set forth in ITN 009-97.

         2.       Concord Communications, Inc. will develop and maintain an
                  Internet site for those customers who choose to receive driver
                  license services through an Internet site Web page at no cost
                  to the State of Florida. Such Web page is to be operational no
                  later than February 28, 1999.

         3.       Concord Communications, Inc. will offer the same services on
                  an Internet site Web page as are available via the 1-900
                  program and at the same cost to the customer. This includes
                  the following:

                  (a)      Renewal of a Florida driver license - $5.50
                           processing fee plus applicable state renewal fee

                  (b)      Renewal of a Florida driver license with an address
                           change - $5.50 processing fee plus applicable state
                           renewal fees

                  (c)      Address change on a valid Florida drive license -
                           $4.00 processing fee plus applicable state license
                           fees

         4.       Concord Communications, Inc. will receive Internet site Web
                  page design approval from the Department prior to
                  implementation.

         5.       The department's Web page and Concord Communications, Inc.'s
                  Web page, created as a result of this Amendment, will be
                  linked.

         6.       Concord Communications, Inc. will not advertise, or otherwise
                  publish, the http address of the Web page created as a result
                  of this Amendment.

         7.       Concord Communications, Inc.'s Web server will adhere to the
                  general Web security standards as outlined in Lincoln Stein's
                  latest WWW Security FAQ (http://www.w3.org/Security/FAQ). In
                  particular, the Web site will utilize SSL for server
                  authentication and encryption of data in transit. A
                  certificate issued from a certifying authority recognized by
                  Netscape Version 3 and Microsoft Internet Explorer Version 4,
                  as shipped by their respective vendors, is required. No
                  personal information from the user (such as name, driver
                  license number, telephone number or credit card number) will
                  be stored in Web log files on the server, or in any publicly
                  accessible non-encrypted data files. All transmissions of
                  personal data, as outlined above, which traverse any public
                  network will employ industry standard encryption technologies.


<PAGE>   5


         8.       Concord Communications, Inc. will interface this Internet site
                  with the existing host interface to the Department's database.
                  Once deemed eligible, the customer will complete the necessary
                  information and will confirm payment through his or her
                  telephone bill. The customer will receive confirmation of the
                  transaction from the Web site provided by Concord
                  Communications, Inc. The service data will then be batched in
                  the same file with all phone services and downloaded to
                  Department. Daily and weekly reports will identify any
                  Internet services.

         9.       Execution of this Amendment in no way prohibits the Department
                  from establishing, creating, operating or administering any
                  other Internet site Web page offering driver licensing renewal
                  and/or address change services.

         IN WITNESS WHEREOF, the Department and Tax Collector have caused this
agreement to be executed in duplicate by their respective official duly
authorized to do so.

AS TO CONCORD                              AS TO DEPARTMENT OF HIGHWAY SAFETY
COMMUNICATIONS, INC.                       AND MOTOR VEHICLES


   /s/ Nollie Peeler                          /s/ Ross Rothman
--------------------                       ----------------------------------
Signature                                  Signature

   Nollie Peeler                              Russ Rothman, CPPO
--------------------                       ----------------------------------
Name                                       Name

   President                                  Chief of Purchasing & Contracts
--------------------                       ----------------------------------
Title                                      Title

   11/14/99                                   1/13/99
--------------------                       ----------------------------------
Date                                       Date

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