FINANCIAL AUDIT SERVICES _part5 potx

44 disclosure to the applicable authority is required under penalty of law. Company, and its responsible employees, auditors, attorneys, accountants, or permitted consultants, will at all times cooperate timely and fully with Northstar to protect the confidentiality of the Confidential Information and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information, and will disclose only so much of the Confidential Information as it is legally compelled to disclose (which shall mean and include an effort to redact or ―sanitize‖ any information required to be disclosed to the maximum extent permitted by law). 4. Return of Materials. Upon the termination of the relationship between the Parties as contemplated hereby, including the termination or expiration, for whatever reason, of this Agreement, and in any event upon the written request of Northstar at any time, whether before or after the completion or abandonment of such relationship and/or agreement, Company shall return to Northstar (or destroy if requested by Northstar), within thirty (30) days, all documents, plans, drawings, specifications or other tangible items representing or embodying Company Confidential Information, and all copies or derivative works thereof. Company shall have an authorized representative execute a written certification of its compliance with this Section 4. 5. Ownership of Confidential Information. Northstar, its Affiliates, or the Department shall be deemed to be the owner of all Confidential Information disclosed by Northstar hereunder, including all patent, copyright, trademark, trade secret and other proprietary rights and interests therein, and Company recognizes and agrees that nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise, in or to any Confidential Information disclosed pursuant to this Agreement or in or to any such intellectual property rights therein. Company shall not (i) make any use or copies of the Confidential Information except as contemplated by this Agreement; (ii) acquire any right in or assert any lien against the Confidential Information; (iii) sell, assign, transfer, lease or otherwise dispose of Confidential Information to third parties or commercially exploit such information; or (iv) refuse for any reason to promptly provide the Confidential Information (including copies thereof) to Northstar if requested to do so. 6. Injunctive Relief and Attorneys‘ Fees. Company hereby acknowledges that the unauthorized disclosure, use or disposition of Confidential Information would cause irreparable harm and significant injury to Northstar or the Department, the damages of which would be difficult to quantify or ascertain. Accordingly, the Parties agree that Northstar shall have the right to an immediate injunction in the event of any breach of the obligations set forth in this Agreement, in addition to any other remedies that may be available to Northstar at law or in equity. In the event of an action to enforce the provisions of this Agreement, the party seeking such enforcement, if it prevails, shall be entitled, in addition to any other relief granted, to recover from the other party the reasonable costs and expenses of such enforcement, including reasonable attorneys‘ fees. 7. Duration; Survival. This Agreement shall remain in effect until written notice by Northstar to terminate this Agreement. Notwithstanding the termination of this Agreement, the confidentiality obligations set forth in this Agreement shall survive the termination of this Agreement until the later to occur of (1) the date that is three (3) years from the date Company last performs work or services for Northstar or (2) the date that is ten (10) years from the expiration or earlier termination of the PMA. 8. Department As Beneficiary. The Parties expressly acknowledge and agree that the Department shall be considered a third-party beneficiary under this Agreement, having all of the This is trial version www.adultpdf.com 45 legal, equitable, or similar rights (or remedies or claims) that Northstar may have under this Agreement. 9. Miscellaneous. If any provision of this Agreement or any portion of any such provision shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement shall remain in full force and effect, and the provision or portion thereof affected by such holding shall be modified, if possible, so that it is enforceable to the maximum extent permissible. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to or application of choice of law rules or principles. Nothing contained herein shall be deemed to obligate Northstar to deal exclusively with Company with respect to the Transaction, or any part thereof, and Northstar shall be free to engage other parties to perform the same or similar work as is being requested of Company with respect to the Transaction. This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof and may not be modified except by a written instrument signed by an authorized representative of each party. This Agreement shall be for the benefit of the parties and their respective subsidiaries and affiliates. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. NORTHSTAR LOTTERY GROUP, LLC By: Name: Title: “COMPANY” By: Name: Title: This is trial version www.adultpdf.com 46 SCHEDULE A SUBCONTRACTOR KEY PERSONNEL This is trial version www.adultpdf.com 47 SCHEDULE B STANDARD CERTIFICATIONS This is trial version www.adultpdf.com 48 Subcontractor acknowledges and agrees that compliance with this Schedule B (this ―Schedule‖) and each subsection for the term of the Agreement is a material requirement and condition of the Agreement. By executing the Agreement, Subcontractor certifies compliance with this Schedule and each subsection thereof (the ―Standard Certifications‖) and is under a continuing obligation to remain in compliance and report any non-compliance. 1. Subcontractor certifies it and its employees will comply with applicable provisions of the U.S. Civil Rights Act, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.) and applicable rules in performance under this contract. 2. Subcontractor certifies it is a properly formed and existing legal entity (30 ILCS 500/1.15.80, 20-43); and as applicable has obtained an assumed name certificate from the appropriate authority, or has registered to conduct business in Illinois and is in good standing with the Illinois Secretary of State. 3. Subcontractor certifies it has not been convicted of bribing or attempting to bribe an officer or employee of the State of Illinois or any other State, nor has Subcontractor made an admission of guilt of such conduct that is a matter of record (30 ILCS 500/50-5). 4. If Subcontractor has been convicted of a felony, Subcontractor certifies at least five years have passed after the date of completion of the sentence for such felony, unless no person held responsible by a prosecutor‘s office for the facts upon which the conviction was based continues to have any involvement with the business (30 ILCS 500/50-10). 5. If Subcontractor, or any officer, director, partner, or other managerial agent of Subcontractor, has been convicted of a felony under the Sarbanes-Oxley Act of 2002, or a Class 3 or Class 2 felony under the Illinois Securities Law of 1953, Subcontractor certifies at least five years have passed since the date of the conviction. Subcontractor further certifies that it is not barred from being awarded a contract and acknowledges that the State shall declare the contract void if this certification is false (30 ILCS 500/50-10.5). 6. Subcontractor certifies it is not barred from having a contract with the State based on violating the prohibition on providing assistance to the state in identifying a need for a contract (except as part of a public request for information process) or by reviewing, drafting or preparing solicitation or similar documents for the State (30 ILCS 500/50-10.5e). 7. Subcontractor certifies that it and its affiliates are not delinquent in the payment of any debt to the State (or if delinquent has entered into a deferred payment plan to pay the debt), and Subcontractor and its affiliates acknowledge the State may declare the contract void if this certification is false (30 ILCS 500/50-11) or if Subcontractor or an affiliate later becomes delinquent and has not entered into a deferred payment plan to pay off the debt (30 ILCS 500/50-60). 8. Subcontractor certifies that it and all affiliates shall collect and remit Illinois Use Tax on all sales of tangible personal property into the State of Illinois in accordance with provisions of the Illinois Use Tax Act (30 ILCS 500/50-12) and acknowledges that failure to comply can result in the contract being declared void. 9. Subcontractor certifies that it has not been found by a court or the Pollution Control Board to have committed a willful or knowing violation of the Environmental Protection Act within the last five years, and is therefore not barred from being awarded a contract (30 ILCS 500/50-14). This is trial version www.adultpdf.com 49 10. Subcontractor certifies it has not paid any money or valuable thing to induce any person to refrain from bidding on a State contract, nor has Subcontractor accepted any money or other valuable thing, or acted upon the promise of same, for not bidding on a State contract (30 ILCS 500/50-25). 11. Subcontractor certifies it is not in violation of the ―Revolving Door‖ section of the Illinois Procurement Code (30 ILCS 500/50-30). 12. Subcontractor certifies that it has not retained a person or entity to attempt to influence the outcome of a procurement decision for compensation contingent in whole or in part upon the decision or procurement (30 ILCS 500/50-38). 13. Subcontractor certifies it will report to the Illinois Attorney General and the Chief Procurement Officer any suspected collusion or other anti-competitive practice among any bidders, offers, contractors, proposers or employees of the State (30 ILCS 500/50-40, 50-45, 50-50). 14. a) If Subcontractor employs 25 or more employees and this contract is worth more than $5000, Subcontractor certifies it will provide a drug free workplace pursuant to the Drug Free Workplace Act. b) If Subcontractor is an individual and this contract is worth more than $5000, Subcontractor shall not engage in the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance during the performance of the contract (30 ILCS 580). 15. Subcontractor certifies that neither Subcontractor nor any substantially owned affiliate is participating or shall participate in an international boycott in violation of the U.S. Export Administration Act of 1979 or the applicable regulations of the U.S. Department of Commerce. This applies to contracts that exceed $10,000 (30 ILCS 582). 16. Subcontractor certifies that neither it nor any Subcontractor Personnel shall engage in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance in the performance of this Agreement and that Subcontractor is in compliance with all the provision of the Illinois Drug Free Workplace Act (30 ILCS 580/3 and 580/4). Subcontractor further certifies that it is in compliance with the government-wide requirements for a drug-free workplace as set forth in 45 CFR Part 82. 17. Subcontractor certifies that it is in compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Public Law No. 104-191, 45 CFR Parts 160, 162 and 164, the Social Security Ac, 42 U.S.C. 1320d-7, in that it may not use or disclose protected health information other than as permitted or required by law and agrees to use appropriate safeguards to prevent use or disclosure of the protected health information. Subcontractor shall maintain, for a minimum of six (6) years, all protected health information. 18. Subcontractor certifies that no foreign-made equipment, materials, or supplies used in providing the Services to the State under this Agreement have been produced in whole or in part by the labor of any child under the age of twelve (PA 94-0264). 19. Subcontractor certifies it has not been convicted of the offense of bid rigging or bid rotating or any similar offense of any state or of the United States (720 ILCS 5/33 E-3, E-4). This is trial version www.adultpdf.com 50 20. Subcontractor certifies it complies with the Illinois Department of Human Rights Act and rules applicable to public contracts, including equal employment opportunity, refraining from unlawful discrimination, and having written sexual harassment policies (775 ILCS 5/2-105). 21. Subcontractor certifies it does not pay dues to or reimburse or subsidize payments by its employees for any dues or fees to any ―discriminatory club‖ (775 ILCS 25/2). 22. Subcontractor certifies it complies with the State Prohibition of Goods from Forced Labor Act, and certifies that no foreign-made equipment, materials, or supplies furnished to the State under the contract have been or will be produced in whole or in part by forced labor, convict labor or indentured labor under penal sanction (30 ILCS 583). 23. Subcontractor certifies that no foreign-made equipment, materials, or supplies furnished to the State under the contract have been produced in whole or in part by the labor or any child under the age of 12 (30 ILCS 584). 24. Subcontractor warrants and certifies that it and, to the best of its knowledge, its subcontractors have and will comply with Executive Order No. 1 (2007). The Order generally prohibits Subcontractors and subcontractors from hiring the then-serving Governor‘s family members to lobby procurement activities of the State, or any other unit of government in Illinois including local governments if that procurement may result in a contract valued at over $25,000. This prohibition also applies to hiring for that same purpose any former State employee who had procurement authority at any time during the one-year period preceding the procurement lobbying activity. 25. Subcontractor certifies that information technology, including electronic information, software, systems and equipment, developed or provided under this contract will comply with the applicable requirements of the Illinois Information Technology Accessibility Act Standards as published at www.dhs.state.il.us/iitaa. (30 ILCS 587). 26. Subcontractor certifies that it has read, understands, and is in compliance with the registration requirements of the Elections Code (10 ILCS 5/9-35) and the restrictions on making political contributions and related requirements of the Illinois Procurement Code (30 ILCS 500/20- 160 and 50-37). Subcontractor will not make a political contribution that will violate these requirements. These requirements are effective for the duration of the term of office of the incumbent Governor or for a period of 2 years after the end of the contract term, whichever is longer. 27. In accordance with Section 19-160 of the Illinois Procurement Code, Subcontractor certifies as applicable: Subcontractor is not required to register as a business entity with the State Board of Elections. or Subcontractor has registered and has attached a copy of the official certificate of registration as issued by the State Board of Elections. As a registered business entity, Subcontractor acknowledges a continuing duty to update the registration as required by the Act. This is trial version www.adultpdf.com 51 SCHEDULE C SERVICES AND COMPENSATION This is trial version www.adultpdf.com 52 ATTACHMENT B  CORPORATE DISCLOSURE FORM 1. BACKGROUND INVESTIGATION AUTHORIZATION FORM In connection with a possible business association, (―Company/Individual‖) hereby authorizes Lottomatica Group S.p.A. and/or GTECH Corporation (the ―Lottomatica Company‖), its agents and representatives, to conduct a background investigation and reference check of the Company/Individual. The Company/Individual understands that this background investigation and reference check may include contacting and soliciting information about the Company/Individual from governmental agencies; criminal justice agencies, business, credit and personal references (―References‖) supplied by the Company/Individual or developed independently the Lottomatica Company References. The Company/Individual hereby authorizes: (i) the Lottomatica Company to make such inquiries of the References as it may deem appropriate and (ii) the References to supply information to the Lottomatica Company in response to such inquires. The Company/Individual understands that the business association is contingent upon the satisfactory results of this background investigation and reference check in the Lottomatica Company sole discretion. The Company/Individual also understands that at any time during the business association, the Lottomatica Company may conduct additional background investigations and reference checks of the Company/Individual and the authorizations set forth herein extend to such additional investigations and checks. The Company/Individual agrees to hold the Lottomatica Company, its agents and representatives, each of the References and other third parties harmless from all claims, damages or losses arising or in connection with such background investigations and reference checks and any information supplied or received in connection therewith, unless such claims, damages or losses arise from the gross negligence or willful misconduct of the Lottomatica Company, its agents or representatives. By: (Print Name) Social Security Number or National ID: Date of Birth: _____________________________ Title: Date: ____________, 20 This is trial version www.adultpdf.com 53 This is trial version www.adultpdf.com . applicable authority is required under penalty of law. Company, and its responsible employees, auditors, attorneys, accountants, or permitted consultants, will at all times cooperate timely. later to occur of (1) the date that is three (3) years from the date Company last performs work or services for Northstar or (2) the date that is ten (10) years from the expiration or earlier termination. Subcontractor certifies that no foreign-made equipment, materials, or supplies used in providing the Services to the State under this Agreement have been produced in whole or in part by the labor