PROFESSIONAL SERVICES CONTRACT
Authorized by: R. Towson
Requested by: Date: 10/09/97
Project Number/Facility Number Approved By:
Information regarding
this contract
can be supplied by: Telephone Number One-Time Contract
P.A. Lyons 215 977-6942 X On-Going Services Contract
Release Against On-Going
Services Contract
Account or Appropriation Number: Contract Number CMMK00376
Supplement 4
To Contractor: Invoice to:
Service Business Systems Sun Company, Inc. (R&M)
Attn: Don Warriner Attn: Ron Towson
11415 W I-70 Frontage Road North 1801 Market Street
Wheat Ridge, CO 80033 Philadelphia, PA 19103
This CONTRACT, effective 1/1/97, between Sun Company, Inc. (R&M) hereinafter
called "Owner", having an office at 1801 Market Street, Philadelphia, PA
19103 and the "Contractor" shown above.
WITNESS in consideration of the mutual promises herein made, Owner and
Contractor agree as follows:
ARTICLE 1 - THE WORK: The Work shall consist of: Contractor will provide Sun
with customer follow-up services (hereinafter called "Services") as may be
required by Sun during the period of this agreement and under the terms and
condition set forth in Scope of Work, attached and made part of this
contract, and shall be performed at the site location of contractor or
designated locations.
CONTRACTOR shall perform all work hereunder in accordance with the terms and
conditions of this Contract and the following as noted:
Exhibit A: Scope of Work Exhibit B: Govt. Compliance Certificate
SUPPLEMENT #3, ISSUED 12/12/96, TO EXTEND THE TERMS OF THIS CONTRACT AND
MODIFY PRICING, AS DETAILED ON EXHIBIT C, ATTACHED
AND MADE PART OF THIS CONTRACT. ALL OTHER ITEMS REMAIN UNCHANGED.
SUPPLEMENT #4, IS ISSUED 9/1/97 TO AUTHORIZE THE 1997 HOLIDAY CARD
PRICING AT $__ PER CARD, REGARDLESS OF QUANTITY LEVEL.
DEALERS WILL BE RESPONSIBLE FOR PLACEMENT OF ORDERS AND PAYMENT OR THE
HOLIDAY CARDS. THIS AGREEMENT WILL CONTINUE ON A 60-DAY WRITTEN NOTICE
UNTIL TERMINATED BY EITHER PARTY.
Contractor shall furnish any and all personnel and all other things necessary
for the performance and completion of all work authorized hereunder. This
agreement, including General Terms and Conditions and all attachments and
Exhibits appended hereto or referenced herein shall constitute the Contract
between the parties.
ARTICLE 2 - ITEMS PROVIDED BY OWNER: Items noted to be specifically supplied
by Owner are as follows:
Information about USC dealers as needed for Contractor to provide required
Services. Logo/approved art work as required for printing requirements.
ARTICLE 3 - COMPENSATION: For satisfactory performance of the Work hereunder,
Owner agreed to pay Contractor in the manner and at times specified in
Article 4, and Contractor agrees to accept full and complete payment for
providing such Work, compensation as follows: supplement #3, pricing
schedule effective 1/1/97 thru 6/30/97.
As detailed in Scope of Work, attached and made part of this document.
ARTICLE 4 - TERMS OF PAYMENT: Net 30 days
Prior to final payment hereunder, and as a condition thereto Contractor shall
satisfy the requirements of General Terms and Conditions, paragraph 15.
ARTICLE 5 - TERM: Work under this Contract shall commence on or about
SUPPLEMENT #3, 1/1/97. All work shall be completed on or before 6/30/97.
IF THIS CONTRACT IS EXTENDED PAST THIS DATE, BOTH PARTIES MUST AGREE IN
WRITING TO THE TERMS OF THE EXENSION.
ARTICLE 6 - CHANGES, ADDITIONS AND/OR DELETIONS: Owner reserves the
continuing right to make changes, additions and/or deletions to the Work as
it may deem necessary. All changes, additions, or deletions shall be made in
writing and accepted by both parties before Contractor proceeds with such
Work. Contractor shall make no changes, additions or deletions to the Work
without Owner's prior written instructions. The cost of such changes,
additions or deletions shall be determined as follows:
The party requesting the changes shall be responsible for any additional
charges.
Contractor shall make no changes in any performance schedule(s) provided for
in Article 1 or in any other term of this contract without the prior written
approval of Owner.
ARTICLE 7 - INSURANCE: Contractor shall take out, carry and maintain in
insurance company or companies, and in policies of insurance acceptable to
Owner, the insurance with limits not less than indicated for the respective
items, as specified in General Terms and Conditions, Paragraph 25, or as
amended below:
No changes in insurance requirements will be permitted.
ARTICLE 8 - Governing Law: This Contract shall be governed by the laws of
the States wherein the work is performed unless stated otherwise:
EXHIBIT 10.20
Contract instructions: The term "State" wherever used in this contract
Sun Company, Inc. (R&M) shall be deemed to include the Commonwealth of
Attn: P.M. Lyons Puerto Rico.In witness whereof, the parties
Ten Penn Center have executed this Contract. This contract is
1801 Market Street subject to the terms and conditions shown on
Philadelphia, PA the reverse side hereof or attached hereto
19103-1699 and which are incorporated herein.
Owner: Date: 10/9/97 Contractor: Date: 10/17/97
Contractor shall sign and return one fully executed
copy of this contract and all future contract notices
to the address shown above. If no address is
shown above, copy shall be returned to the "Invoice
To" address at the top.
BY(Signature) /s/Peggy Lyon /s/Don Warriner
(Name and Title) Title: Title:President and CEO
Distribution: Contractor Owner Accounts Payable Materials Management