7.0Special Contract Terms and Conditions

7.0SPECIAL CONTRACT TERMS AND CONDITIONS

7.1Payment requirements and acceptance

The payment schedule and associated testing and acceptance schedule will be negotiated at the time of award.

7.2Liquidated damages

The contractor acknowledges that damages will be incurred by UWS in the event there is significant downtime experienced. UWS shall pass on the actual costs of damages incurred onto the contractor, not to exceed the total dollar value of the contract, for significant downtime experienced during the term of the contract. The contractor agrees that UWS shall have the right to liquidate such damages, through deduction from the contractor's invoices, in the amount equal to the damages incurred, or by direct billing to the contractor.

7.3Source Code

The contractor shall keep and maintain current a copy of the source code in escrow with an escrow agent. The contractor will pay all costs of providing and maintaining the source code in escrow, including the fee of the escrow agent. Prior to final system acceptance, the contract will provide the UWS Contract Administrator a copy of the agreement between the contractor and the escrow agent to verify the source code has been placed in escrow. The agreement between the contractor and the escrow agent will authorize the escrow agent to release the source code to UWS in the event that one or more of these events occur:

a) The contractor becomes the subject of a bankruptcy proceeding

b) The contractor, or its successor organization, fails or refuses to support the software installed at UWS

c) All or any material part of the source code is generally made available by the

contractor, with or without additional cost, to other users of comparable software

d) The contractor, or successor organization, is unable to support the UWS as specified

in this contract

7.4Prime contractor and minority business subcontractors

The prime contractor will be responsible for contract performance when subcontractors are used. However, when subcontractors are used, they must abide by all terms and conditions of the contract. If subcontractors are to be used, the proposer must clearly explain their participation.

The State of Wisconsin is committed to the promotion of minority business in the state's purchasing program and a goal of placing 5% of its total purchasing dollars with certified minority businesses. Authority for this program is found in ss. 15.107(2), 16.75(4), 16.75(5) and 560.036(2), Wisconsin Statutes. UWS is committed to the promotion of minority business in the state's purchasing program.

The State of Wisconsin policy provides that minority-owned business enterprises certified by the Wisconsin Department of Commerce, Bureau of Minority Business Development should have the maximum opportunity to participate in the performance of its contracts. The supplier/contractor is strongly urged to use due diligence to further this policy by awarding subcontracts to minority-owned business enterprises or by using such enterprises to provide goods and services incidental to this agreement, with a goal of awarding at least 5% of the contract price to such enterprises.

A listing of certified minority businesses, as well as the services and commodities they provide, is available from the Department of Administration, Office of the Minority Business Program, 608/267-7806. The listing is published on the Internet at:

7.5Executed contract to constitute entire agreement

In the event of contract award, the contents of this RFP (including all attachments), RFP addenda and revisions, and the proposal of the successful proposer, and additional terms agreed to, in writing, by UWS and the contractor shall become part of the contract. Failure of the successful proposer to accept these as a contractual agreement may result in a cancellation of award.

The following priority for contract documents will be used if there are conflicts or disputes.

Negotiated Contract or License and Service Agreement

Vendor's Proposal Dated October 2, 2002

UWS Request for Proposal Dated August 7, 2002

Standard Terms and Conditions

7.6Termination of contract

The agency may terminate the contract at any time at its sole discretion by delivering ninety (90) days written notice to the contractor. Upon termination, the agency's liability will be limited to the pro rata cost of the services performed as of the date of termination plus expenses incurred with the prior written approval of the agency. In the event that the contractor terminates the contract, for any reason whatsoever, it will refund to the agency within ten (10) days of said termination, all payments made hereunder by the agency to the contractor for work not completed or not accepted by the agency. Such termination will require written notice to that effect to be delivered by the contractor to the agency not less than ninety (90) days prior to said termination.

7.7Secure Encryption - Any data transmitted over a LAN or WAN must be encrypted.

7.8Accessibility - Section 508 accessibility compliance at the time of the contract. ( See section 5 for more information on this.

7.9Scalability and Performance - System performance must achieve the performance metrics specified, on the platform configuration proposed.

Performance tests

The tests are of two basic types, sustained and peak. The sustained test shows performance that can be sustained indefinitely, where as a peak test is for a peak usage period. The nominal time period for the sustained test is an hour where as a peak test is a minute.

Testing should be done using the actual production system implemented at the UW facility. The test load will be done using a state of the art load testing tool (note: include acceptable tools somewhere, one will be Silk Performer) that is run at the UW facility using the same computer network and the e-Learning system servers. The intent of these tests is to show the performance of the servers, not the network.

The over all sizing is

200,000 students

20,000 courses

There is an assumption made that UWS has 200,000 student users possible, that is roughly the size of the entire UW student population. The tests use a percentage of this total to give a likely load for the various functions.

Sustained / Peak
Function / Volume / Response / Volume / Response / Description
Login / 20,000 login/ hour / 5 sec/ login / 5,000 login / minute / 20 sec/ login / Login to system and display initial page.
Syllabus / 20,000 hits/ hour / 2 sec/ hit / 5,000 hit/ minute / 10 sec/ hit / Display the syllabus for a single course. Syllabus is 300 words of text, no graphics.
Course Information / 20,000 hits / hour / 5 sec/ hit / 5000 hit/ minute / 15 sec/ hit / Main course page, includes about 300 worlds of text and 50 KB of graphics.
View discussion thread / 10,000 views/ hour / 2 sec/ view / 2,000 view/ minute / 10 sec/ view / View a discussion with 4 threads and 10 messages. 300 words of text on all messages, 2 messages with 25 KB of images, 1 with 100KB attachment.
Post to Discussion / 2,000 posts /hour / 2 sec/ post / 5,000 posts/ minute / 10 sec/ post / Post a message to an existing discussion thread. Message is about 250 words, no graphic, no attachment
View a quiz / 20,000 quizzes / hour / 2 sec/ quiz / 5,000 quizzes/ min / 10 sec/ quiz / Quiz with 10 questions, 5 MC, 3 T/F, 2 short answer. 5 25 KB graphics and 1 100KB video object included.
Take a quiz / 10,000 quizzes/ hour / 5 sec/ quiz / 2,500 quiz/ min / 15 sec/ quiz / Quiz with 10 questions, 5 MC, 3 T/F, 2 short answer.
Time is to submit quiz and receive confirmation.
Take a quiz and grade immediately / 10,000 quizzes/ hour / 10 sec/ quiz / 2,500 quiz/ min / 20 sec/ quiz / Quiz with 10 questions, 5 MC, 3 T/F, 2 short answer. Grading shows correct answers to student.
View quiz results for entire course / 2000 quiz results/ hour / 5 sec/ quiz result / 200 quiz rulsts/ min / 10 sec/ quiz result / 10 question quiz, 200 students in course
Query user database / 100 queries/ hour / 2 sec/ quiz / 10 queries/ min / 10 sec/ query / On 200,000-user account db, query for a particular user and display their name.
View gradebook for entire course / 2000 gradebook views/ hour / 5 sec/ gradebook view / 200 gradebook view/ min / 20 sec/ gradebook view / Class of 200 students in each grade book
Load user accounts for external database / 50,000 users / 1 hour / NA / NA / Batch load of user accounts
Load student rosters / 50,000 users / 1 hour / NA / NA / Batch load of student course rosters

7.10Quality of Service Metrics (exclusive of factors outside of the vendor's control):

• Maximum down time of 10 minutes to restart the system, on the platform configuration proposed.
• 99.9% up time on the platform configuration proposed.

7.11 Development or acquisition of additional UWS software

UWS may acquire or develop software (or software applications) that operate within or integrate with the e-Learning system for its own internal use. Such software shall remain the sole property of UWS. UWS reserves the right to run such software on the e-Learning system or elsewhere as needed.