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EXHIBIT 10.1
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SERVICE AGREEMENT ENTERED INTO ON THE ONE SIDE
BY CAIXA ECONOMICA FEDERAL AND ON THE OTHER SIDE
BY THE COMPANY GTECH BRASIL LTDA., AS FOLLOWS:
Under the terms of this instrument, CAIXA
ECONOMICA FEDERAL, a
government-controlled financial institution
created and established under the
terms of Decree-Law No. 759, dated
12/Aug/69, and Decree No. 66303, dated
06/March/70, currently governed by the
bylaws approved by Decree No. 5056, dated
29/April/04, altered by Decree No. 5210,
dated 21/Sept/04, registered under
corporate taxpayer No. CNPJ
00.360.305/0001-04, having its head office at the
following address: SBS, Quadra 4, Lotes
3/4, represented herein by its National
Manager Bid Tenders and Contracts, Mr.
VALNEI BATISTA ALVES, a Brazilian,
married, bearer of individual I.D. No. RG
486.516 - SSP/DF and individual
taxpayer No. CPF 288.956.816-49,
hereinafter referred to simply as CAIXA, on the
one side and on the other side the company
GTECH BRASIL LTDA., having its head
office at the following address: Avenida
Ceci, 1600 - Lote 2 - Barueri - Sao
Paulo, SP, registered under corporate
taxpayer No. CNPJ 68.926.628/0001-00,
represented herein by its Directors
FERNANDO ANTONIO DE CASTRO CARDOSO, a
Brazilian, married, a business
administrator, bearer of individual I.D. No. RG
8.359.303-2 - SSP/SP and individual
taxpayer No. CPF/MF 019.983.778-30, residing
and domiciled in the city of Barueri, Sao
Paulo, and JOSE MARIA JUNQUEIRA
SAMPAIO MEIRELLES, a Brazilian, a lawyer,
divorced bearer of individual I.D. No.
RG 7.142.728-SSP/SP, and individual
taxpayer No. CPF/MF 106.235.608-01, residing
and domiciled in the capital city of Sao
Paulo, hereinafter referred to simply
as GTECH, in view of the authorization by
CAIXA's Board of Governors n(0)
1354/2005, dated 04/May/2005 - proceeding
No. 5307.01.0002.0/2005 - Direct
Contracting grounded on Article 25, caput,
of Law No. 8666/93, have between them
agreed upon the performance of the services
comprising the object of this
instrument, with the parties being subject
to the rules contained in Law No.
8666/93, dated 21/June/93 and its
alterations, and MARE Normative Ruling No. 05,
dated 21/July/95, as well as the clauses
set out below.
ARTICLE ONE - OBJECT
This Agreement has as its object the
rendering of the following services, solely
to support the transactions to be effected
through GTECH terminals currently
installed in the lottery network and at
CAIXA locations during the period of
transition to the new operating model for
CAIXA's Lotteries:
I)
maintenance and operation of CAIXA'S on-line, real-time lottery
system;
II)
development,
implementation and operation of applications to support
new products and services delegated by or agreed with CAIXA;
III)
pay-out of winning
tickets in the Brazilian Federal Lottery and
Brazilian Federal Instant Lottery;
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IV)
receipt of
payment of public utility bills and other payments
effected at Lottery Outlets, including the payment of social
benefits;
V)
the
capture, transmission and processing of lottery and non-lottery
transactions captured at lottery outlets;
VI)
the rendering of
services in receiving tax returns of exempt
individuals;
VII)
the sale of authorized
numbers for enabling pre-paid cell phone
service.
VIII) the
initial loading and the reloading of the SPTrans "Bilhete
Unico"
in the city of Sao Paulo [T.N.: reusable electronic bus pass];
IX)
deactivation of
Lottery Outlets, in accordance with schedule
determined by CAIXA in Annex II, with guarantee of continuity,
support, maintenance and perfect performance of all the
services
contracted for, until the new system and other services to
replace
them are duly installed and in full operation.
PARAGRAPH ONE - Characterization of the
object, the specifications, technical
requirements and conditions for performance
of the services, as well specific
obligations in relation to the object
contracted for are contained in Annexes I
through V, which are an integral part of
this agreement.
PARAGRAPH TWO - GTECH shall maintain a
structure compatible with providing all
the infrastructure and resources needed for
rendering the services throughout
the duration of this agreement, taking into
consideration the schedule
stipulated by CAIXA in Annex II, so as
to:
I)
maintain the online, real-time lottery system in operation for
the
perfect
functioning of all GTECH terminals for the capture of lottery
and
non-lottery transactions, distributed among the Lottery Outlets, as
well
as
maintaining in like operating condition all its interfaces with
the
various
systems connected to it, including the generation of files and
reports
needed for management by CAIXA;
II)maintain in operation the data transmission system, for the
perfect
functioning of all the terminals belonging to it and used for the
capture
of lottery
and non-lottery transactions that are installed in the Lottery
Outlets
distributed throughout Brazilian territory;
III)
maintain in operation the system for remote support and rendering
of
on-site
services for the perfect functioning of all its terminals
installed
in the Lottery Outlets distributed throughout Brazilian
territory;
IV)
maintain the services of the Call Center for as long as this
agreement
is in
effect for all Lottery Outlets having equipment connected to
the
GTECH
system distributed throughout Brazilian territory;
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V)
maintain the Lottery Outlets permanently supplied with
consumables
(wager
slips and rolls of printer paper) and inked ribbons, so as to
guarantee
that the network of terminals belonging to GTECH continues in
full
activity;
VI)
maintain the structure for the development and maintenance of
systems
and
applications, with specialists in its legacy systems to answer
routine
and
emergency calls and for new developments that may be necessary.
PARAGRAPH THREE - During the period in
which this agreement is in effect, GTECH
shall provide for the complete
de-installation, deactivation and removal of its
equipment installed at Lottery Outlets and
other locations, in accordance with
the schedule set down by CAIXA in Annex II,
which shall be subject to
alterations, provided they are communicated
to GTECH with 40 days' notice.
ARTICLE TWO - GTECH'S OBLIGATIONS
The following are obligations of GTECH, in
addition to the others provided for
in this agreement and its Annexes:
I) to
perfectly execute the services contracted for, using trustworthy
and
technically qualified personnel, within the agreed timeframes,
complying
with the
established hours for service;
II) to
always deliver the services performed as checked and perfect,
undertaking liability for any losses that defects or imperfections
can be
proven to
have been caused to CAIXA or third parties, directly, in
addition
to redoing the incorrect work, when necessary, without onus or
expense to
CAIXA;
III) to
notify CAIXA immediately and in writing of any abnormalities it
may note
in the performance of the services;
IV)to
provide clarifications within the scope of this agreement as
requested
by CAIXA, whose complaints it undertakes to promptly remedy;
V) to
oversee, at its own expense and risk, the perfect performance of
the
services
undertaken, independent of the oversight to be exercised by
CAIXA;
VI) to
organize itself in such a way as to provide all the
infrastructure
necessary
for providing the services set out herein, with the required
quality
and exactness;
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VII) to
provide all the means necessary to guarantee full operability
of
the
services, including consideration of circumstances such as strikes
or
stoppages
of any kind, except for situations outside GTECH's control;
VIII) to
comply and enforce compliance with the norms regarding
occupational health and safety as provided in the relevant
legislation;
IX) to
undertake all measures and obligations established in the
specific
legislation regarding occupational accidents, especially when
its
employees
are affected in the performance of the services or in
connection
with them,
even if they occur at CAIXA's premises or at Lottery Outlets;
X) to keep
its employees duly identified by the use of employee ID badges
when
performing services at CAIXA's premises or at Lottery Outlets;
XI) to
accept, under the same contractual terms, increases or cuts
that
may be
necessary, up to the limit of twenty-five percent (25%) of the
initial
updated value of this agreement;
XII) during the
contractual term, to maintain all SICAF registration and
partial
qualification conditions, as well as the other qualifications
required
under this Agreement, pursuant to Art. 55, XIII of Law No.
8666/93;
XIII) to
allow all and any oversight by CAIXA in relation to the
performance of the services, as well as fulfilling the
obligations
provided
for expressly or implicitly in this Agreement;
XIV) to
maintain absolute secrecy as to the information contained in
the
documents
or materials handled by its employees, dispensing special
attention
to their safekeeping, when necessary;
XV) during
the entire term of this Agreement, to provide CAIXA and the
lottery
retailers with permanent support and maintenance services for
terminals
and terminal applications already installed;
XVI) to
participate in weekly meetings in Brasilia or Sao Paulo, at
CAIXA's
discretion, to deliberate upon actions relating to development,
operations, and maintenance, as well as those relating to the
logistics of
replacing
GTECH's services;
XVII) to
comply with the deadlines established in the schedule defined
by
CAIXA in
Annex II, with CAIXA being entitled to cancel de-installation
by
means of
prior notice of five (5) business days of the scheduled date,.
In
the event
of cancellation, the new date for de-installation shall be not
less than
20 days of the originally scheduled date, unless otherwise
agreed by
the parties;
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XVIII) to
maintain Technical Assistance Bases (TABs) and accredit
technical
representatives in order to provided maintenance and technical
assistance
services for GTECH equipment allocated to the performance of
the
services, for the time periods and conditions established
herein,
taking
into consideration the de-installation schedule established by
CAIXA;
XIX)
during the de-activation and replacement of the network, to
guarantee
CAIXA
continuity, support and maintenance for the perfect execution of
all
the
services contracted for until the network, the system and the
other
services
that will replace them are duly installed and fully
operational;
XX) to
maintain the entire on-line, real time lottery and financial
services
system, transferring to CAIXA in full the intelligence and
respective
logical and physical designs and operationalizing it jointly
with
CAIXA;
XXI) to
maintain the already existing terminals for the purpose of
auditing
and monitoring the system, at locations indicated by CAIXA;
XXII) for
auditing purposes, to allow unrestricted access to systems
intelligence and operations by the employees designated by
CAIXA;
XXIII)
when so requested, to supply CAIXA with files formatted for
operational, auditing and control purposes, in compliance with
the
specifications stipulated by it.
ARTICLE THREE - GTECH'S LIABILITY
Following are the areas of GTECH's
liability:
I) all and
any damage or losses it is proven to have caused to CAIXA or to
third
parties, even if unintentional, by itself, its directors,
employees,
representatives or agents, which liability shall not be precluded
or
diminished
by the oversight or monitoring exercised by CAIXA;
II) to be
liable before CAIXA for any type of sanction, fine, penalty or
any
assessment or action it may suffer as a consequence of the
provision
of
services, as well as for the labor contracts of its employees, even
in
those
cases that involve judicial decisions, releasing CAIXA from any
joint and
several liability or responsibility;
III) to be
liable for losses, unauthorized reproductions and/or
adulterations that may occur in documents and magnetic files during
the
period in
which they are in its safekeeping.
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PARAGRAPH ONE - GTECH authorizes CAIXA to
deduct directly from the invoices for
payments that are due it, or from the
contractual guarantee, the amount
corresponding to the aforementioned damages
or losses, independent of any
judicial proceeding, prior defense in an
administrative proceeding being ensured
it before the aforementioned deduction is
effected.
PARAGRAPH TWO - The amount to be reimbursed
to CAIXA in the event of losses for
which GTECH is liable shall be calculated
using the TR index for the period
between the date of occurrence of the fact
that gave rise to the loss or damage
and the date of the actual reimbursement to
CAIXA, using the following formula:
VIN
VAT = ------- X IDF,
where:
IDI
- VAT = restated amount
- VIN = initial amount
- IDI = cumulative TR index on
the initial date
- IDF = cumulative TR index on
the final date
ARTICLE FOUR - CAIXA'S OBLIGATIONS
The following are CAIXA's obligations:
I) to
inform GTECH of changes in the addresses of Lottery Outlets, by
means of
keeping their registration data updated in the SIGEL;
II) to
input data and service requests for the Lottery Outlets in the
SIGEL;
III) to
effect the payments due under the terms established in this
agreement;
IV) to
notify GTECH of any irregularities encountered in the
performance
of the
services;
V) to
oversee the Lottery Outlets so that they are legally licensed
for
the sale
of wagers and the provision of financial services;
VI) to
authorize pay-out of lottery prizes;
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VII) to
supply GTECH with the technical specifications for new products
and
services to be incorporated by GTECH into the network for the
capture
and
processing of data, via SST, SSL or SJL;
VIII) to
homologate the applications developed by GTECH within a maximum
timeframe
of ten (10) consecutive days as of their presentation by GTECH,
under
penalty of such applications being considered tacitly
homologated;
IX) to
oversee the Lottery Outlets to ensure that their electrical
installations are in perfect working order and are provided
with
sufficient
space to ensure that the installed terminals function normally;
X) to
notify GTECH within the timeframe stipulated in Article One,
Paragraph
Three of any alteration to the schedule set out in Annex II,
under
penalty of Caixa being liable for payment of the amount of four
hundred
Brazilian reals (R$ 400,00) per occurrence.
XI) to
make available the systems information required to authorize
financial
transactions, on line and in real time, under penalty of being
required
to pay for transactions that were not completed as a result of
such
contractual non-performance on CAIXA's part.
XII) to
make available to GTECH and notify the Lottery network before
beg
