Subscription Agreement for America s One Stop Operating System Services from New York State Department of Labor America's Job Bank Service Center This Agreement (Agreement) is made and entered into by and between the New York State Department of Labor (NYSDOL), and State of Nevada, Department of Employment, Training and Rehabilitation (Member). WITNESSETH WHEREAS: For over 25 years America s Job Bank Service Center (AJBSC), a unit within the New York State Department of Labor (NYSDOL), has provided software and associated Information Technology services to State, Federal and local government agencies under grants from the United States Department of Labor (USDOL), as well as Memorandums of Understanding (MOU) and/or contracts from other governmental entities; and WHEREAS: USDOL has provided funding to each of the states for the purpose of operating a workforce program in their state; and WHEREAS: To support the operation of these programs, USDOL has provided funding to NYSDOL for the development, implementation, and support of computer systems for the state Workforce Agencies, namely, the America s One Stop Operating System (AOSOS) system; and WHEREAS: Generally in funding arrangements like NYSDOL has with USDOL, USDOL provides grant money for several years for the purpose of system development, implementation, and support, but in later years the states are expected to augment and eventually replace federal funding in the operation and enhancement of the system; and WHEREAS: As a part of this funding transition, the states are encouraged to combine their sources of funding and utilize a single state to run, maintain, and provide enhancements to the system as a means of providing low cost, effective services and avoid duplication of cost and effort in the enhancement and maintenance of the system; and WHEREAS: The software, systems design and any other inherent process in the AOSOS applications are the property of the NYSDOL, and are provided under license without fee to the AOSOS Consortium States for the purpose of supporting the operation of their workforce programs; and WHEREAS: The AOSOS Consortium has asked NYSDOL to supply various services related to the AOSOS Self-Service and Mediated applications for use by their individual State Agencies and their service delivery partners; and Page 1 of 1
WHEREAS: NYSDOL has agreed to provide such services through its AJBSC; and WHEREAS: Member is an AOSOS Consortium member; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are mutually acknowledged by each party, it is agreed as follows: I. Duties and Responsibilities a. Member, as a part of the Consortium, shall participate in: i. Annually setting the state subscription fee which is required for Consortium Member states to participate in the maintenance and development of the AOSOS system. ii. iii. iv. Exploring, developing, and defining potential AOSOS projects, including but not limited to, system: 1. Maintenance; 2. Support; 3. Enhancements; 4. Research; 5. Development; 6. Implementation; and 7. Marketing and Promotional Activities. Selecting projects to be developed by AJBSC. Designating an individual to serve as a technical and programmatic coordinator (State Coordinator) between that state and AJBSC. Each State Coordinator shall act as the primary point of contact between his/her state and AJBSC on all technical issues, and can be expected to perform any and/or all of the following duties: 1. Receive and distribute materials and communications coming from AJBSC. Since much of the information transmitted to the state will require a response by a specified date, it is essential that the coordinator create viable channels of communication between program and information systems staff within the state; 2. Serve as the state's contact for any action necessary to report to AJBSC, such as problems, requests for enhancements, questions relating to AJBSC products and services, etc. 3. Maintain state specific mailing and distribution lists for the dissemination of information within the Member state. 4. Serve as the state s primary contact regarding AJBSC services. Page 2 of 2
b. AJBSC i. For the projects designated in (I) (a) (ii) and (iii) above, AJBSC shall: ii. 1. Develop Statements of Work (SOW)s for approval by the Consortium states; 2. Develop cost estimates for the Consortium; 3. Develop project schedules and delivery date estimates for Consortium approval; 4. Manage staff resources; and 5. Perform project management. Shall develop, deliver, and install products and/or services as defined and selected by the Consortium and agreed to under SOWs as noted above. II. III. Subscription Period and Cost a. This Agreement covers the fiscal year running from July 1, 2003 through June 30, 2004. b. The Consortium Steering Committee shall annually set the per state subscription fee. This fee is in addition to, and over and above, any hosting costs or fees the Member may be responsible for under this Agreement or other agreements. The fee for this subscription period shall be $300,000.00. By signing this Agreement and submitting it to AJBSC no later than April 30, 2003, you are agreeing to pay the subscription fee for at least one full fiscal year. c. Upon receipt of this signed agreement, an invoice will be sent, which is due and payable by July 15, 2003. Unless specific arrangements have been made with AJBSC, failure to commit to services by April 30, 2003 or to pay the subscription fee in full by July 15, 2003, may result in suspension of AJBSC-AOSOS services and other Consortium benefits until such time as these arrears have been brought up to date. d. The signed Agreement should be sent to: John Novak America s Job Bank Service Center NY State Department of Labor Building 12, State Office Campus, Room 119 Albany, NY 12240 Additional Services a. NYSDOL is authorized to enter into agreements with the U S. Department of Labor, States, and other non-profit entities to provide products and services. b. AJBSC will follow routine contract procedures that conform to both New York State and Federal Guidelines. Page 3 of 3
c. Any state specific data generated as a result of any such agreement shall be the property of the contracting states and may be released only with the express written consent of their State Coordinator. d. Any state wishing to obtain the services of AJBSC on a time and expense basis may contact AJBSC directly, without going through the Consortium. IV. Condition for Use of AJBSC-AOSOS Services: The Services provided under this Agreement are effective for the duration of the fiscal year for which subscription fees are paid, and in all subsequent years in which subscription fees are paid until this agreement is terminated. V. Records: NYSDOL shall maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to AJBSC performance under this contract (hereinafter, collectively, "the Records"). The Records must be kept for the balance of the Agreement s fiscal year in which they were made and for three (3) additional years thereafter. Upon two weeks written notice during this time period, Member shall be afforded reasonable access to the Records during normal business hours at NYSDOL headquarters in Albany, New York. VI. VII. No Discrimination No party subject to this agreement shall discriminate against any employee or applicant for employment, contractor or subcontractor, in furtherance of this Agreement, because of race, creed, color, sex, national origin, age, disability or marital status. Termination: a. Member may terminate this Agreement immediately for cause not specifically delineated within this Agreement, or without cause upon thirty days written notice by giving notice to NYSDOL. Such Terminations shall not relieve member of its fiscal obligations and liabilities, if any, under this Agreement, nor result in a prorata rebate of fees or other moneys paid pursuant to this Agreement. b. Should Member fail to comply with any of the terms or conditions of the Agreement, NYSDOL may terminate this Agreement for cause by giving written notice to the Member at least 15 days prior to termination, provided Member is given reasonable period of time, not exceeding thirty (30) days, to cure such noncompliance. A termination under this section shall not result in a pro rata rebate of subscription fees paid. c. Should AJBSC fail to comply with any of the terms or conditions of the Agreement, Member may terminate this Agreement for cause by giving written notice to NYSDOL at least 15 days prior to termination, provided AJBSC is given a reasonable period of time, not exceeding thirty (30) days, to cure such Page 4 of 4
noncompliance. A termination under this section shall result in a pro rata rebate of any subscription fees paid. d. Should NYSDOL decide to not continue providing this service, it may terminate this agreement without cause at the end of the fiscal year by giving written notice to the Consortium at least 180 days prior to the end of the fiscal year. e. Should Member decide not to continue its membership within the Consortium, it shall give written notice to AJBSC of its intentions no later than April 30, 2004, or it shall be bound to its fiscal obligations under this Agreement for another fiscal year. VIII. IX. Limitation of Liability: NYSDOL shall not be liable to the other party or any other person or entity for any damages including, but not limited to, direct, indirect, consequential, incidental or special damages, lost profits, lost savings, loss of goodwill or otherwise, or for exemplary damages in connection with the providing of services according to this Agreement, even if such party has not been advised of the possibility of such damages. No Warranties: NYSDOL DOES NOT MAKE ANY WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE SYSTEM OR THE APPLICATION, OPERATION OR USE THEREOF, THE DATA GENERATED BY THE OPERATION OR USE THEREOF, OR ANY SUPPORT SERVICES RENDERED WITH RESPECT TO THE SYSTEM. AJBSC HEREBY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY, OR OF MERCHANTABLE QUALITY, OR OF FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC, OR OTHERWISE, OR OF NON-INFRINGEMENT, CONCERNING THE SYSTEM AND THE APPLICATION, OPERATION OR USE THEREOF. X. Complete Agreement: This Agreement constitutes the entire Agreement between the parties hereto and no statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained herein shall be binding or valid and this Agreement shall not be changed, modified or altered in any manner except by an instrument in writing executed by both parties hereto. XI. No Assignments This Agreement is strictly between NYSDOL and Member, it may not be assigned by Member or its right, title or interest therein assigned, transferred conveyed, sublet or otherwise disposed of except through Termination. Page 5 of 5
XII. XIII. Severability In the event that any one or more of the provisions of this Agreement shall for any reason be declared unenforceable under the laws or regulations in force, such provision will not have any effect on the validity of the remainder of this Agreement, which shall then be construed as if such unenforceable provision had never been written or was never contained in this Agreement. Governing Law: This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to principles of conflict of laws. Page 6 of 6