EXHIBIT 10.55
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A
REQUEST FOR CONFIDENTIAL TREATMENT
OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION
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OUTSOURCING SERVICES AGREEMENT
BETWEEN
CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS, INC.
("CGI")
AND
UCAR INTERNATIONAL INC.
("UCAR")
================================================================================
SECTION 1 - DEFINITIONS...................................................2
SECTION 2 - SERVICES......................................................7
SECTION 3 - SITE OF OPERATION............................................10
SECTION 4 - TRANSITION AND IMPLEMENTATION................................11
SECTION 5 - SERVICE LEVELS...............................................15
SECTION 6 - FEES.........................................................19
SECTION 7 - ANNUAL REVIEWS...............................................21
SECTION 8 - CHANGES TO THE PRODUCTION ENVIRONMENT........................22
SECTION 9 - RESPONSIBILITIES OF UCAR AND CGI.............................23
SECTION 10- TERM.........................................................23
SECTION 11 - TERMINATION..................................................24
SECTION 12 - HUMAN RESOURCES..............................................26
SECTION 13 - CONFIDENTIALITY, PROPRIETARY RIGHTS AND SOFTWARE.............26
SECTION 14 - SECURITY AND AUDIT...........................................28
SECTION 15 - INSURANCE....................................................28
SECTION 16 - WARRANTY.....................................................28
SECTION 17 - LIMITATION OF LIABILITY......................................30
SECTION 18 - FORCE MAJEURE................................................30
SECTION 19 - ASSIGNMENT AND BINDING EFFECT................................30
SECTION 20 - NO WAIVER....................................................31
SECTION 21 - SEVERABILITY.................................................31
SECTION 22 - NO AGENCY/INDEPENDENT CONTRACTOR.............................31
SECTION 23 - ENTIRE AGREEMENT.............................................31
SECTION 24 - COMPLIANCE WITH LAWS.........................................32
SECTION 25 - GOVERNING LAW................................................32
SECTION 26 - PUBLICITY....................................................32
SECTION 27 - NOTICES......................................................32
SECTION 28 - DISPUTE RESOLUTION AND ARBITRATION...........................33
SECTION 29 - CONFLICTS OF INTEREST........................................34
SECTION 30 - AUTHORIZATION AND ENFORCEABILITY.............................34
BASE SERVICES AGREEMENT
BETWEEN:
CGI Information Systems and Management Consultants, Inc., a duly
constituted corporation having its offices at 600 Federal St.,
Andover, Massachusetts 01810, herein acting by its representatives
duly authorized, as they so declare, (hereinafter referred to as
"CGI")
-AND-
UCAR International Inc. a duly constituted corporation having its
offices at 3102 West End Avenue, Suite 1100, Nashville, Tennessee
37203, herein acting by its representatives duly authorized, together
with its subsidiaries and affiliates, as they so declare,
(hereinafter referred to collectively as "UCAR")
WHEREAS prior to the date of this Agreement UCAR has operated and
managed internally an information systems and technology department;
WHEREAS CGI possesses expertise and provides professional services in
the support of applications portfolios, project development, systems
integration, and the management, implementation, administration and
operation of complex information technology infrastructures;
WHEREAS UCAR desires to outsource its information technology
infrastructure, data network services, the management and
administration of its voice and data network services, as well as
certain systems integration activities and applications development
and maintenance services to CGI in accordance with the terms and
conditions of this Agreement, so as to provide UCAR with access to
world class IS/IT Services.
WHEREAS CGI desires to manage and operate UCAR's information
technology environment according to CGI's outsourcing business model;
WHEREAS CGI is committed to supporting UCAR by providing at least the
same level of service as UCAR currently enjoys and to help in
realizing its Power of One business case by further identifying,
proposing and evaluating technological solutions that may allow UCAR
to benefit from potential areas of opportunity;
WHEREAS, the parties desire that this Agreement be construed such that
CGI be viewed as UCAR's information technology department and its
[TEXT DELETED] of information systems and technology; and
WHEREAS the parties desire that the Services shall be provided under
the terms and conditions set forth in this Agreement.
NOW THEREFORE in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
SECTION 1 - DEFINITIONS
1.1 DEFINITIONS - As used in this Agreement:
"ADDITIONAL SERVICES" mean any services that are different from, or in
addition to, the Base Services;
"AGREEMENT" means this Agreement including its Schedules and any
amendments thereto;
"APPLICATION SOFTWARE" means the group of computer-based programs of any
format which perform a specific function or application which have been
purchased from a third party or developed by UCAR prior to this Agreement or by
CGI during this Agreement and which do not fall within the scope of the System
Software, local area networks or desktop computers, together with all additions
and enhancements thereto or replacements thereof provided;
"APPLICATION SOFTWARE DEVELOPMENT" means the activities leading to the
implementation into production of any Application Software, including without
limitation activities required to perform: (i) the preliminary analysis, (ii)
the architecture, (iii) the functional design, (iv) the application design, (v)
the programming, (vi) the testing (functional, integrated and user acceptance
testing), (vii) the implementation, (viii) training and (ix) the project
management and support activities to develop a new Application Software or an
improvement to an existing Application Software which is not an Application
Software Support activity;
"APPLICATION SOFTWARE SUPPORT" means the following activities: (i)
implementation of improvements or changes to existing Application Software where
such activity may be authorized by the Change Management Committee or (ii)
provision of maintenance and corrective actions resulting from problems or
defects in the Application Software;
"ASSIGNED CONTRACTS" are the contracts specified as "Assigned Contracts"
on Schedule D to which UCAR is a party and which relate to the functions and
responsibilities for which CGI is assuming responsibility hereunder.
"BASE SERVICES" mean the services, functions and responsibilities
described in Schedule "A" hereto, and the J.D. Edwards Project;
"BASELINE LEVEL OF RESOURCES" is the amount, with respect to each
Measured Resource, to be established during the Transition period as provided in
Section 4.2. The amounts set forth in Schedule K will be verified during the
Transition Period.
"BUDGET PERIOD" means the twelve (12) month period that commences each
January or such other month as the parties may mutually agree during the Term;
"CGI SITE" means the various facilities owned or leased by CGI to be
used by CGI to house any components of the Computer System;
"CGI SOFTWARE" is any software, or part of any software, that is
designed, developed, owned, modified or provided by or on behalf of CGI;
2
"CHANGE" means any modification as authorized by the Change Management
Committee which has the effect of changing, modifying or altering the Computer
System when the modification is implemented;
"CHANGE MANAGEMENT COMMITTEE" means the committee as defined in Section
8.2 (Change Management Committee);
"CIO" means the UCAR Chief Information Officer;
"COMMENCEMENT DATE" means 16 April 2001;
"COMPUTER SYSTEM" means all components of the computer system to be
operated at the Operations Sites including without limitation, the Hardware, the
System Software and Data, storage media and other supplies of UCAR, and personal
computers and attached peripherals generally located at the user workstation,
including LAN/WAN access and desktop software;
"CONTRACT MANAGEMENT OFFICE" means the management body used by CGI to
manage and deliver Services to UCAR;
"Data" means the representation of information or computer instructions
in a formalized manner suitable for interpretation or processing including,
without limitation, any information set forth in hard copy document or stored on
disk, magnetic media, or other storage media together with any combination or
organization thereof;
"DATA CENTER SERVICES" means the activities required to deliver the
Production and includes the operation of the Computer System, help desk,
management of the data communications and related technical support services;
"ENHANCEMENT" means all new versions, releases, successor products,
revisions, improvements, upgrades, modifications, customizations, changes,
corrections, or adjustments made to any of the System Software;
"HARDWARE" means the computer equipment used to provide the Services
hereunder and owned or leased by UCAR before or during the term of this
Agreement together with all upgrades or additions or replacements made during
the Term;
"INFORMATION SYSTEMS MANAGEMENT" means the management activities to be
performed by CGI to fulfill its responsibilities listed in Schedule "A" (Base
Services);
"[TEXT DELETED]" means those persons listed on Schedule "G";
"IS/IT SERVICES" means (i) the development and maintenance of
application systems, including the management and the implementation of any
defined third-party information services/information technology products and
systems integration activities, and (ii) the management of UCAR's information
technology processing infrastructure and associated operations including
management and administration of internal data and voice communications and
desktop; (iii) related administrative functions (ex. report generation); such
IS/IT Services are part of the Base Services;
3
"IT STEERING COMMITTEE" means the UCAR management committee composed of
UCAR and CGI representatives responsible for the strategic direction of UCAR
information technology. This committee shall be chaired by a UCAR Senior
Executive. UCAR representatives shall be appointed by the UCAR Chief Executive
Officer. The Chief Executive Officer of CGI shall appoint a representative to
act on its behalf
"J.D. EDWARDS PROJECT" means the services to be provided as described in
Schedule C, which, for purposes of Section 11, will be deemed a Tier III
Project;
"MEASURED RESOURCE" is any resource used by CGI to provide the Base
Services for which a baseline has been established as provided in Section 4.2 or
for which a baseline may be established by mutual agreement from time to time.
Schedule K contains a list of the Measured Resources for which CGI and UCAR
currently expect a Baseline Level of Resource will be established.
"MISSION CRITICAL ACTIVITIES" means a Computer System or Base Services
relating to UCAR's core business activities within a single UCAR division or
operation of equivalent importance or on a company-wide basis, and which is
critical to UCAR;
"OPERATIONAL FRAMEWORK" means CGI's information technology management
framework, which is the basis of CGI's ISO 9001 certification, and consists of
elements related to the management of a company's information technology
function. It specifies the roles and responsibilities of each "IT stakeholder",
describes the methodologies, practices and tools required for IT-related
activities, and contains the processes inherent to information technology
services management;
"OPERATIONS SITES" means any location from which CGI provides the
Services, including the UCAR Sites and CGI Sites;
"[TEXT DELETED]" means the [TEXT DELETED] with whom [TEXT DELETED] for
[TEXT DELETED] when all [TEXT DELETED] such as [TEXT DELETED], and [TEXT
DELETED] being [TEXT DELETED] when taking into [TEXT DELETED] the [TEXT DELETED]
on those [TEXT DELETED] when [TEXT DELETED] to a [TEXT DELETED].
"PRIME INTEREST RATE" means the prime commercial lending rate expressed
as an annual rate, which Citibank, N.A. establishes, from time to time, as a
reference rate of interest for the purpose of determining the rate of interest
that it shall charge to its commercial customers for loans in U.S. funds;
"PRODUCTION" means the processing activities including backup and
recovery and usual on demand job requests to be executed on the Computer System
in order to meet UCAR processing requirements;
"PRODUCTION SCHEDULE" means the predefined Production activities,
automated or not, that have to be executed during a given period;
"PURCHASED ASSETS" means the assets designated as such and set forth on
Schedule "D";
4
"RELOCATION PROJECT" shall mean the activities required to migrate the
Data Center Services from the UCAR Sites to CGI Sites;
"RELOCATION PROJECT PLAN" shall have the meaning ascribed to it in
Section 3.3 hereof
"RETAINED CONTRACTS" are the contracts specified as "Retained Contracts"
on Schedule E to which UCAR is a party and which relate to the functions and
responsibilities for which CGI is assuming responsibility hereunder.
"SERVICES" means those services to be performed or provided by CGI under
this Agreement, including the Base Services and Additional Services;
"SYSTEM INTEGRATION" means to customize, modify, integrate, or configure
components (hardware, software, computerized business solutions and supporting
equipment), or manage the foregoing activities, when necessary, to satisfy
inter-connectibility, compatibility, supportability, reliability or operability
requirements and UCAR information processing requirements, including assembly,
installation, testing, implementation, integration (including integration of
third party software products), rendering operational and supporting off the
shelf or third party information technology solutions into the Computer Systems
and Application Software;
"SYSTEM SOFTWARE" means the group of computer-based programs of any
format which are used in conjunction with the Hardware including, without
limitation, the computer programs listed in Schedule "F" (System Software)
hereto together with any and all computer program Enhancements or replacements
and any additional computer-based programs which are generally known as
operating software, utilities or system software;
"TARGET SERVICE LEVELS" means the levels of service that CGI shall
provide to UCAR to be defined during the Transition Period in accordance with
Section 5;
"TERM" means the period of time that this Agreement shall remain in
effect from the Commencement Date as set out in Section 10 (Term) hereof;
"TIER III PROJECTS" are projects related to the development and
implementation of new applications, the analysis, development and implementation
of infrastructure projects, Application Software Development, Applications
Software Support Services and Enhancements that require more than [TEXT DELETED]
of [TEXT DELETED] during the first 12 months of the Term, [TEXT DELETED] of
[TEXT DELETED] during the second 12 months of the Term, and [TEXT DELETED] of
[TEXT DELETED] during the remainder of the Term, and other similar projects that
the Change Management committee determines would fall outside of the scope of
the Base Services.
"TIER III PROJECT RATES" means the rates set forth on Schedule H and
identified as either long-term rates or short-term rates. Long-term rates will
apply to those personnel resources that UCAR commits to obtain from CGI as part
of any Annual Technology and Maintenance Plan pursuant to Section 2.7.
"TRANSITION PERIOD" means the ten (10) month period commencing on the
Commencement Date.
5
"UCAR SITES" means the facilities at which the Services are to be
performed and which UCAR may make available to CGI hereunder. The initial UCAR
Sites are identified on Schedule N;
"UCAR SOFTWARE" is any computer program (including applications,
utilities and operating systems software) or database owned or licensed by UCAR
or its affiliates that will be accessed or used by CGI in providing Services
under this Agreement, including any of the foregoing set forth in Schedule "F";
1.2 GENDER AND NUMBER - In this Agreement, words importing the singular
include the plural and vice-versa, and words importing gender include
all genders.
1.3 CURRENCY - All references to amounts of money herein, unless otherwise
specified, shall be in U.S. Dollars.
1.4 SECTION HEADINGS - The insertion of headings and the division of this
Agreement into Sections are for convenience of reference only and shall
not affect the interpretation thereof.
1.5 SCHEDULES - The following Schedules are appended hereto and form part of
this Agreement:
A. Base Services
B. Tier III Project Methodology
C. J.D. Edwards Project
D. Purchased Assets and Leased Assets
E. Third Party Contracts
F. Software
G. In-Scope Personnel
H. Pricing
I. Transition Plan
J. Target Service Levels
K. Baseline Level of Resources
L. Termination for Convenience Fee
M. Travel and Expense Guidelines
N. UCAR Sites
O. Current Projects
P. [TEXT DELETED]
1.6 STATEMENT OF OBJECTIVES - Each party acknowledges that the other is
investing significant time, effort and money in establishing the
relationship described in this Agreement, including the purchase by CGI
of considerable IS/IT assets and resources (including the transition of
UCAR employees to CGI), the assumption by CGI of certain UCAR
contractual obligations, and the amortization over the Term of certain
start-up costs. The parties agree that this investment of time, effort
and money is being made with the objective of establishing a long term,
stable and mutually beneficial relationship where CGI will be the
exclusive provider of Base Services, including System Integration
6
services, to UCAR; and that CGI will be viewed as the information
technology department of UCAR and [TEXT DELETED] OF [TEXT DELETED]
services. The objectives of this agreement shall be:
1. Cost efficiencies through infrastructure improvements
2. Maintain or improve current service level and breadth of
service
3. Improved IS/IT procurement efficiency, including, where
CGI is able, procurement for out of scope locations
4. Data center consolidation
5. Implementation and maintenance of J.D. Edwards
SECTION 2 - SERVICES
2.1 GENERAL -- Commencing on the Commencement Date and thereafter during the
Term, CGI will provide to UCAR on an exclusive basis, and UCAR will
obtain from CGI UCAR's requirements for, the Base Services in accordance
with the terms of this Agreement. UCAR may request or require such
Additional Services that CGI may provide pursuant to this Agreement. CGI
agrees that it will continue to perform, at no additional charge to
UCAR, the projects described on Schedule 0 that are being performed by
UCAR as such projects are scoped as of the Commencement Date.
2.2 J.D. EDWARDS PROJECT - CGI will implement the J. D. Edwards Project in
accordance with Schedule C and the terms of this Agreement. Within the
[TEXT DELETED] days after the Commencement Date, CGI, with UCAR's
assistance, will develop a [TEXT DELETED] for [TEXT DELETED] the [TEXT
DELETED] OF J.D. Edwards. If UCAR and CGI agree on either [TEXT DELETED]
the [TEXT DELETED] of the J. D. Edwards Project (solely to [TEXT
DELETED] the [TEXT DELETED] of the [TEXT DELETED]) or [TEXT DELETED] the
[TEXT DELETED] of the J. D. Edwards Project within that [TEXT DELETED]
day period, including [TEXT DELETED] and [TEXT DELETED], then Schedules
C, H and L shall be amended as mutually agreed to reflect such [TEXT
DELETED] or [TEXT DELETED]. Such [TEXT DELETED] shall be in accordance
with the same general economic principles used to establish the pricing
in this Agreement.
2.3 TIER III PROJECTS - Commencing on the Commencement Date and thereafter
during the Term, UCAR (i) will [TEXT DELETED] from CGI at least [TEXT
DELETED] of [TEXT DELETED] in accordance with Schedule P hereto, and
(ii) will consider CGI its [TEXT DELETED] of [TEXT DELETED] other [TEXT
DELETED] and may obtain from CGI such [TEXT DELETED] in accordance with
the terms of this Agreement. CGI's sole remedy for UCAR's failure to
[TEXT DELETED] its [TEXT DELETED] under subsection (i) above is the
express remedy set forth on Schedule P. For each Tier III Project, CGI
will charge UCAR a fixed price or on such other basis as the parties may
mutually agree. If UCAR and CGI cannot agree on a fixed price or another
charging mechanism for a specific Tier III Project, then the Tier III
Project Rates will apply to that Tier III Project. While the parties
agree that Tier III Projects include certain Applications Software
Support and Enhancement activities that exceed a specified number of
person hours of effort, CGI agrees that, on an exception basis, UCAR may
request that CGI perform such a Tier III Project with the then current
Applications Software Support staff at no additional charge to UCAR. In
that event, the Change Management Committee will reprioritize the
7
work then being performed by the Applications Software Support staff and
will make appropriate adjustments to the Target Service Levels. The
parties agree that, except in extraordinary circumstances, the
Applications Software Support staff will not be required to reprioritize
its work where the reprioritization will result in noticeable
deterioration of Services to UCAR's business units. Prior to
redeployment of personnel resources to the JD Edwards Project and during
the Transition Period, CGI acknowledges that UCAR may, more as the rule
rather than the exception, request that a particular Tier III Project be
provided with the then current Applications Support Staff.
2.4 USE OF EXTERNAL SUPPLIERS - When UCAR desires to use an external
supplier to perform any Tier III Project subject to and in accordance
with Section 2.3 hereof, the following terms and conditions will apply:
2.4.1 UCAR will advise CGI in advance of its intention to obtain a
written price quote and proposal from an external supplier to
perform that Tier III Project, and CGI will have the first
opportunity to provide UCAR a proposal for the Tier III Project.
If, following consideration of CGI's proposal, UCAR elects to
obtain a proposal from a third party, then UCAR may do so.
Before accepting any [TEXT DELETED] for a [TEXT DELETED], UCAR
will provide CGI with enough information such that CGI can
determine its [TEXT DELETED] to [TEXT DELETED] as the [TEXT
DELETED] for the [TEXT DELETED]. If CGI agrees to provide to
UCAR the [TEXT DELETED] on [TEXT DELETED] at least as [TEXT
DELETED] as the [TEXT DELETED] contained in the [TEXT DELETED]
then UCAR will allow CGI to [TEXT DELETED] the [TEXT DELETED] on
[TEXT DELETED]. If CGI elects to not [TEXT DELETED] the [TEXT
DELETED] on such [TEXT DELETED], then UCAR may elect to have
[TEXT DELETED] the [TEXT DELETED] on the [TEXT DELETED]
contained in the [TEXT DELETED] and the remaining provisions of
this Section 2.4 will apply.
2.4.2 The parties will establish a mutually acceptable process and the
parameters upon which the deliverables of IT services or project
awarded to an external supplier shall be integrated into the
Computer Systems or Application Software managed by CGI. For
such an award to an external supplier, CGI will, as a Tier III
Project, estimate efforts and pricing for all applicable System
Integration activities, of such IT service or project through
the preparation of a Tier III Project charter in the format
described in Schedule B. The Project charter will also include
any and all financial impact on Base Services. CGI will perform
the applicable System Integration activities as a Tier III
Project and in accordance with the Tier III Project charter.
2.4.3 CGI will not be responsible for the deliverables provided by any
external supplier to whom UCAR may award a Tier III Project.
UCAR will pay CGI at the Tier III Project Rates for any
additional work caused by a defect of such deliverables or the
acts or omissions of the external supplier.
2.4.4 If, notwithstanding the establishment of a process as stated in
subsection 2.4.2 above, the award of a Tier III Project to an
exernal supplier is or, based on reasonable expectations, will
be an impediment to CGI's ability to deliver the
8
Services in accordance with this Agreement, the obligations of
CGI, including the Target Service Levels will be appropriately
adjusted as agreed to by the parties.
2.4.5 If UCAR requests that CGI and one or more external suppliers
submit a proposal for a Tier III Project, then that request for
proposal will contain the same technology requirements and terms
and conditions for all parties invited to submit such a
proposal.
2.4.6 The parties agree to review on a periodic basis, at the IT
Steering Committee meetings, the reason, nature and value of any
Tier III Projects awarded to external suppliers to ensure that
they have only been awarded as allowed by this Agreement and to
determine how CGI can better meet the full IT needs of UCAR.
2.5 ADDITIONAL SERVICES - During the Term, CGI may from time to time provide
UCAR with Additional Services reasonably requested by the Change
Management Committee or required by UCAR, including without limitation
implementing and operating new systems, developing and implementing
enhancements to existing systems, replacing existing systems with new
systems, and otherwise providing UCAR with additional capabilities to
support its business operations, all in accordance with the following:
2.5.1 Where feasible, CGI will submit to UCAR a proposal to provide
the Additional Services on a fixed price or other mutually
agreeable basis, and UCAR will duly consider each such proposal
and will either accept or reject such proposal within a
reasonable time.
2.5.2 Until CGI submits and UCAR accepts a proposal to provide any
Additional Services on a fixed price or other mutually agreeable
basis, CGI will provide the Additional Service on a time and
materials basis, and UCAR will pay CGI, at the Tier III Project
Rates for the additional resources utilized in providing the
Additional Services, and will reimburse CGI for any
out-of-pocket expenses, including payments to third parties,
incurred by CGI in connection therewith, or on such other basis
as the parties may agree upon at that time. All expenses shall
be reimbursed only in accordance with Schedule M.
2.6 CONTRACT MANAGEMENT OFFICE ("CMO") - CGI shall assign a full time
dedicated manager who shall be responsible for the management and
co-ordination of the delivery of the Services. This manager shall assist
and advise UCAR in defining the strategic and operational orientation of
the latter's use of information technology, including the integration of
information technology with UCAR business requirements. This manager
shall furnish periodically to UCAR, throughout the Term, an operations
report in a format and with content and periodicity, to be mutually
agreed from time to time.
2.7 ANNUAL PLAN -- At least 90 days prior to the start of each Budget Period
and with the input of UCAR, CGI shall submit to UCAR an Annual
Technology and Maintenance Plan as well as the proposed CGI Planned
Annual Revenue (the "Annual Plan"). The Annual Plan will provide input
for UCAR's future information technology plans that may impact the
Computer Systems, including without limitation any information
technologies to be
9
deployed, application maintenance activities and new applications to be
implemented during the Term. Each Annual Plan will take into account the
business requirements, priorities and business vision of UCAR which are
communicated to CGI by UCAR during this technology planning process and
will include the following components:
(i) an annual update and long range assessment of UCAR's information
technology architecture and standard operating environments;
(ii) a recommended direction for the evolution of the Services to
provide UCAR with the benefits of new technologies and
strategies;
(iii) an annual update of the required application maintenance
activities for UCAR;
(iv) determination of the appropriate level of discretionary
application maintenance activities for the upcoming year;
(v) determination of the appropriate level of discretionary
activities for the upcoming year for the Base Services;
(vi) an annual capacity plan to reflect UCAR's anticipated Computer
Systems growth; and,
(vii) the commitment, if any, that UCAR elects to make to CGI for
personnel resources to perform Tier III Projects for that year.
2.8 SERVICES INTERRUPTION - In the event of any Computer System malfunctions
that will affect UCAR's business as defined in Schedule J, CGI shall
notify the list of designated UCAR employees identified in the
Operational Framework of the nature and expected duration of the
malfunction. Until such time as the Operational Framework has been
implemented and designated UCAR employees have been identified, the UCAR
processes current at the Commencement Date shall continue. CGI shall
continue to co-ordinate the repair services and keep UCAR informed until
the malfunction is corrected. Once the malfunction is resolved, CGI
shall perform such operational recovery actions as necessary to restore
operational service.
SECTION 3 - SITE OF OPERATION
3.1 UCAR FACILITIES AND SUPPORT SERVICES -- During the Term, UCAR will
provide to CGI, at no charge, the UCAR Sites and the space, office
furnishings, janitorial service, telephone service, utilities (including
air conditioning) and office-related equipment, supplies, and
duplicating services in UCAR's premises that CGI may reasonably need to
provide the Services hereunder, including the UCAR Sites. The space
allocated to CGI at the UCAR Site shall be similar to the facilities
provided by UCAR to its own employees, including furniture, cabling and
office support services, but excluding secretarial and administrative
support services. In addition, CGI's employees will have access to the
UCAR Sites 24 hours a day, seven days a week. UCAR will provide
necessary storage space for backup data files and will provide
additional storage space that may be required by any change in retention
schedules required by any regulatory authority with jurisdiction over
UCAR's business.
3.2 CHANGE TO THE CGI SITE -- The parties agree that it is expected that
most of the Services will initially be performed from the UCAR Site. CGI
shall have the right to relocate and perform all or any portion of the
Services from a CGI Site while maintaining the Service
10
Levels required hereunder and the level of security required by UCAR.
All costs incurred in such relocation shall be borne by CGI. All
relocations that will negatively impact the Services or Service Levels
or that may result in increased costs to UCAR shall be subject to the
approval of UCAR, whose authorization shall not be unreasonably
withheld.
3.3 RELOCATION PROJECT -- In preparation for relocating UCAR's Data and the
Services from UCAR Sites to the CGI Site(s), CGI agrees to establish an
equipment configuration at the CGI Site that will allow CGI to
demonstrate that CGI can successfully migrate UCAR's Data and Services
to the CGI site. The Relocation Project will be performed by CGI in
multiple phases, as described in the Relocation Project Plan, and CGI
and UCAR will perform the other duties set forth in this Section. The
parties intend to complete the Relocation Project by November 1, 2001,
but in any event it will be completed during the Transition Period. CGI
will supply, for approval by UCAR, a fully detailed, written Relocation
Project Plan detailing a task list with target dates and responsible
personnel, pursuant to which CGI will migrate UCAR's data and Services
operations from its facilities to the CGI site. The Relocation Project
Plan may be modified from time to time by the mutual agreement of the
parties. CGI will be responsible under the Relocation Project Plan for
all project management and project planning. UCAR and CGI will, however,
share responsibility for certain relocation activities. The Relocation
Project Plan will form the basis upon which the Relocation Project
hereunder will be accomplished and each of CGI and UCAR will perform its
tasks in accordance with the Relocation Project Plan so that the
Relocation Project will be accomplished on the schedule established in
the Relocation Project Plan. The Relocation Project Plan includes
multiple checkpoints or milestones to enable CGI and UCAR to monitor the
ongoing progress of the project on a periodic basis and to anticipate
any scheduling problems.
SECTION 4 - TRANSITION AND IMPLEMENTATION
4.1 TRANSITION PERIOD - During the Transition Period, the parties will work
to implement the transition plan as further described in Section 4.2
(Transition Plan) and Schedule I.
4.2 TRANSITION PLAN - The transition plan described in Schedule I will
evolve during the Transition Period. The main set of activities defined
or to be defined in the transition plan include:
a) Complete the transition of the employees and contractors
from UCAR to CGI;
b) Effective transition of work-in-progress activities on
Schedule I to meet planned delivery dates;
c) Establish Service Levels in accordance with Section 5 of
this Agreement; and
d) Establish the pricing method for use after the first 12
months of the Term in accordance with Section 6.2.
e) Establish the Baseline Level of Resources for the
Measured Resources specified on Schedule K or such other
Measured Resources as may be agreed. The Baseline Level
of Resources for each Measured Resource will be the
11
applicable quantity of that Measured Resource as existed
as of March 1, 2001, or such other date as the parties
may agree.
UCAR shall cooperate and provide all assistance reasonably necessary to
facilitate the migration of its present workload and Computer Systems to
CGI. Due diligence will be conducted by CGI and UCAR during the
Transition Period. As a result of due diligence, CGI and UCAR will work
together in good faith and expeditiously to mutually agree on
non-material adjustments to the services, functions and responsibilities
in Schedule A. In addition, if at any time it is determined that any
service, function or responsibility being performed by an In-Scope
Personnel (while an employee of UCAR) has been inadvertently omitted
from Schedule A (other than a service, function or responsibility that
is unrelated to the Services, such as the management of UCAR's community
service program or the purchasing of goods and services for which CGI
has no responsibility hereunder, or that the parties expect to be
displaced, such as certain responsibilities relating to the Applications
Software being replaced in connection with the J.D. Edwards Project),
the parties agree that the omitted service, function or responsibility
will be deemed added to Schedule A as a Base Service. Or, if it is
determined that any service, function or responsibility on Schedule A
was not being performed by any In-Scope Personnel, the parties agree
that the incorrectly included service, function or responsibility will
be deemed deleted from Schedule A and will not be a Base Service, unless
it is a service, function, or responsibility that CGI is expected to
perform in its capacity as an outside service provider, such as certain
of the CMO activities.
4.3 OFFERS OF EMPLOYMENT -- In accordance with CGI's standard hiring
policies and subject to Section 4.11, CGI shall offer employment to the
UCAR employees identified in Schedule G hereto, and any additional UCAR
employees who may be mutually designated by the parties prior to the
Commencement Date. CGI's offer of employment to each employee shall
include (i) a pay structure and package of benefit programs so that the
total compensation package offered by CGI is substantially equivalent to
that provided by UCAR, (ii) credit for the employee's length of service
with UCAR for purposes of vacation, sick leave, severance, and other CGI
employee benefits that are based on length of service, (iii) a waiver of
any pre-existing conditions, waiting periods, and confirmations of
insurability with respect to any health care and related benefits, (iv)
credit for medical and/or dental deductibles used year to date as
demonstrated to CGI and (v) a commitment for 12 months of employ,
subject to termination for cause.
4.4 Third Party Contracts.
4.4.1 Subject to Section 4.5, as of the Commencement Date, UCAR shall,
to the extent possible, assign to CGI the Assigned Contracts,
and thereafter during the Term CGI shall be responsible for the
management of, and the payment of the charges under, the
Assigned Contracts. Once validly assigned by UCAR, CGI shall
assume UCAR's rights and obligations under the Assigned
Contracts, without further obligation on the part of UCAR.
4.4.2 Subject to Section 4.5, as of the Commencement Date, CGI shall
assume management responsibility for the Retained Contracts.
UCAR shall retain
12
responsibility for the payment of all amounts due under the
Retained Contracts and will notify the third parties to the
Retained Contracts that CGI will be managing those contracts on
behalf of, and will be acting as UCAR's exclusive agent with
respect to, those Retained Contracts.
4.4.3 For Assigned Contracts where advanced payments had been made by
UCAR, CGI will remit to UCAR the appropriate adjustments
calculated on a prorated basis as at the Commencement Date,
within thirty (30) days of the receipt from UCAR of information
detailing such advanced payments. In the event that an Assigned
Contract cannot be assigned because of unreasonable costs or
conditions imposed by the supplier, UCAR and CGI shall determine
the best course of action to ensure that CGI can still manage
the applicable Assigned Contract on behalf of UCAR with a
minimum amount of disruption or interference to UCAR's
operations.
4.4.4 If the supplier does not fulfill, or CGI believes that the
supplier may not fulfill, its contractual obligations under an
Assigned Contract or a Retained Contract, CGI shall in a
reasonable and timely fashion notify UCAR and recommend to UCAR,
with the appropriate justification, the modifications or
improvements to the Computer Systems that it deems necessary in
order to meet the Target Services Levels. If UCAR fails to
implement such recommendations or other mutually agreed upon
solution, CGI shall not be held responsible for unachieved
Target Service Levels due to a supplier not fulfilling its
contractual obligations, or any other damage or loss to UCAR in
result thereof, and UCAR will be responsible for any incremental
costs incurred in connection therewith.
4.5 REQUIRED CONSENTS AND LICENSES - UCAR, with CGI's assistance, shall be
responsible for obtaining all required consents and licenses necessary
to enable CGI to use the Computer Systems and UCAR Sites, including
consents or licenses, as the case may be, to the UCAR Software, Assigned
Contracts, and Retained Contracts. UCAR shall bear the costs, if any, of
obtaining all required consents and licenses to that effect. In the
event a consent cannot be obtained for whatever reason, including
economic feasibility, UCAR and CGI shall determine the best course of
action to ensure that such consent may be obtained, if reasonably
possible or the parties shall define an appropriate and mutually
acceptable solution to meet the objectives of this Agreement.
4.6 IMPLEMENTATION OF THE OPERATIONAL FRAMEWORK -- CGI, with the
participation of UCAR, shall customize its Operational Framework so that
it is applicable to the Services. Upon its completion, the customized
Operational Framework shall be submitted to UCAR for its review and
comment, and following such review and comment, the parties shall
implement the Operational Framework. The submission, review and
implementation of the Operational Framework shall occur within a
reasonable timeframe during the Transition Period. A continuous
improvement process with specific measurements for the quality of
services rendered will be implemented by CGI. Consistent with CGI's ISO
9001 certification practices, CGI will use all commercially reasonable
efforts to have UCAR's IT operations ISO 9001 certified within one year
after the Commencement Date but in any event, and with UCAR's
cooperation, within 2 years from the Commencement
13
Date. The implementation of the Operational Framework shall be included
in Base Services.
4.7 PURCHASED ASSETS -- Subject to the provisions of Section 4.11, effective
as of the Commencement Date, UCAR hereby sells to CGI, and CGI hereby
purchases from UCAR, the Purchased Assets. UCAR warrants that CGI will
receive good and marketable title to the Purchased Assets, free and
clear of any liens, restrictions and encumbrances. Further, UCAR shall
execute and deliver such bills of sale or other instruments of transfer
as may be required in order to vest in CGI good and marketable title to
the Purchased Assets, free and clear of any liens, restrictions and
encumbrances. CGI agrees that the desktops, laptops and related
peripherals included within the Purchased Assets that are used by UCAR
personnel (other than the In Scope Personnel) as of the Commencement
Date may continue to be used by those personnel during the Term, subject
to refresh or replacement by CGI.
4.8 LEASED ASSETS - Effective as of the Commencement Date, UCAR shall, and
hereby does, assign to CGI, and CGI shall, and hereby does, assume from
UCAR, UCAR's rights and obligations under the leases or other agreements
for the fixed assets leased or similarly acquired by UCAR that are set
forth in Schedule "C" hereto. UCAR represents that there is no default
under any such lease or other agreement and there is no event, which,
with the passage of time, would become a default. CGI shall be
responsible for the timely payment of and performance of all obligations
with respect to those leases and other agreements that are attributable
to periods or events occurring on or after the Commencement Date, and
UCAR shall remain responsible for the timely payment of and performance
of all other obligations under those leases and other agreements for
periods prior to the Commencement Date.
4.9 UCAR SOFTWARE -- During the Term and subject to UCAR obtaining any
applicable consents or approvals as described in Section 4.5, UCAR
shall, pursuant to the terms and conditions of this Agreement, make
available to CGI the UCAR Software to enable CGI to perform the
Services. Commencing as of the Commencement Date, CGI shall have
financial, administrative and management responsibilities for the UCAR
Software, and shall comply with the obligations of UCAR under the
license and other agreements relating to the UCAR Software to the same
extent as if CGI was the contracting party thereto, including paying all
amounts due thereunder that are attributable to the period during which
CGI has been granted a license or other access to the UCAR Software.
UCAR will indemnify CGI from any losses or costs CGI incurs as a result
of any default under any license covering the UCAR Software where the
default, or the event, which, with the passage of time, would become a
default, exists as of the Commencement Date.
4.10 Disaster Recovery Plan.
4.10.1 DISASTER AT CGI'S LOCATION. In connection with the Relocation
Project, CGI shall update and deliver to UCAR the disaster
recovery plan provided by UCAR to CGI prior to the Commencement
Date to reflect the relocation of the Data Center Services from
the UCAR Sites to the CGI Sites, including the procedures that
CGI will follow in response to a disaster at CGI's location. CGI
will maintain that
14
updated disaster recovery plan during the Term that will provide
a level of service comparable to that as of the Commencement
Date.
4.10.2 DISASTER AT UCAR'S LOCATION. In the event that a disaster or
other out of scope disrupting event occurs that adversely
affects UCAR's ability to fulfill its obligations with respect
to the Services, CGI shall take all reasonable steps, at UCAR's
expense, whether or not specified in the applicable Target
Service Level, necessary to enable it to assist UCAR.
4.11 [TEXT DELETED] of [TEXT DELETED]- The parties recognize that the
transfer of [TEXT DELETED] in [TEXT DELETED] (the "[TEXT DELETED]") is
subject to [TEXT DELETED] by the [TEXT DELETED], which [TEXT DELETED] is
not expected to be [TEXT DELETED] until after the [TEXT DELETED]. The
[TEXT DELETED] of the [TEXT DELETED] is a [TEXT DELETED] to the [TEXT
DELETED] of the [TEXT DELETED] (the "[TEXT DELETED] of [TEXT DELETED]").
4.11.1 Upon satisfaction of the [TEXT DELETED] of [TEXT DELETED], CGI
will make [TEXT DELETED] of [TEXT DELETED], in accordance with
Section 4.3, to the [TEXT DELETED] identified on Schedule G as
[TEXT DELETED] of UCAR's [TEXT DELETED]. Upon satisfaction of
the [TEXT DELETED]of [TEXT DELETED], the parties will
acknowledge in writing such satisfaction.
4.11.2 If the [TEXT DELETED] of [TEXT DELETED] is not satisfied by
[TEXT DELETED], then the [TEXT DELETED] shall not be [TEXT
DELETED] to CGI and (i) a [TEXT DELETED] to [TEXT DELETED] of
the [TEXT DELETED] shall be [TEXT DELETED] to CGI by UCAR, (ii)
the charges to UCAR set forth in Schedule H will be adjusted as
mutually agreed, and (iii) the Services will be amended as
mutually agreed to remove any obligation of CGI to [TEXT
DELETED].
SECTION 5 - SERVICE LEVELS
5.1 TARGET SERVICE LEVELS -- During the Term, CGI will use all commercially
reasonable efforts to provide the Services in accordance with the Target
Service Levels listed in Schedule J which are to be established as
follows:
5.1.1 Commencing on the Commencement Date and until such time as the
Target Service Levels are established as provided in Section
5.1.2, which shall occur prior to the end of the Transition
Period, CGI will provide the Base Services at least at the same
level as such services were being provided by UCAR prior to the
Commencement Date. If such levels are not being met, UCAR will
notify CGI and the Change Management Committee will work in good
faith to equitably adjust the Services.
5.1.2 During the Transition Period and taking into account those
services for which UCAR consistently monitored and documented
performance levels, CGI, with the cooperation and assistance of
UCAR, will measure actual performance and establish Target
Service Levels that will be applicable to the Base Services for
the remainder of the Term, subject to adjustment as described in
this Section 5. Schedule J hereto contains examples of types of
services levels that may be
15
established. Commencing on the establishment of the Target
Service Levels as described in this Section 5.1.2, CGI will use
all commercially reasonable efforts to perform the Base Services
in accordance with the Target Service Levels.
5.1.3 UCAR and CGI recognize that UCAR business needs will evolve
during the Term and impact the Target Service Levels. CGI and
UCAR shall jointly review, on a periodic basis, but not less
than once each calendar year, the Target Service Levels in order
to reflect their impact on the Base Services of UCAR's business
needs, Additional Services and the implementation of changes to
application software.
5.1.4 If CGI fails to meet any Target Service Level, CGI will promptly
(i) investigate and report on the causes of the problem; (ii)
advise UCAR of the status of remedial efforts being undertaken
concerning those problems; (iii) use all commercially reasonable
efforts to correct the problem and begin meeting the Target
Service Levels; and (iv) take all commercially reasonable
measures to prevent the problem from recurring.
5.2 CGI STAFFING -- UCAR shall have the opportunity in advance to approve,
which approval will not be unreasonably withheld, (i) the CGI CMO and
the CMO's direct reports and (ii) the removal of any [TEXT DELETED]
during the period of time referenced on Schedule G (other than where CGI
is [TEXT DELETED] the [TEXT DELETED] of any such [TEXT DELETED] for
[TEXT DELETED]). If CGI notifies UCAR that CGI desires to [TEXT DELETED]
a [TEXT DELETED] because CGI does not have [TEXT DELETED] to keep that
[TEXT DELETED] on [TEXT DELETED] for UCAR, then either (i) UCAR will
approve the request to [TEXT DELETED] the [TEXT DELETED], or (ii) UCAR
will pay CGI for that [TEXT DELETED] at the applicable Tier III Project
Rates (long-term) until such time as CGI can provide Base Services work
to keep that [TEXT DELETED]. In the event that UCAR determines in good
faith that any of CGI's employees providing Services to UCAR (excluding
the UCAR employees that transition to CGI) are not acceptable to UCAR,
then UCAR will give CGI written notice to that effect. After receiving
written notice, CGI will have a reasonable period of time in which to
investigate the matters stated in the notice, discuss its findings with
UCAR, and resolve, if possible, any problems with that person. If,
following that period, UCAR requests replacement of that person
(excluding, for the first 12 months, the UCAR employees that transition
to CGI), CGI will replace that person with another person of suitable
ability and qualifications. In all circumstances, CGI shall cause its
employees to comply with all the procedures and policies, including
among others, security and health/safety and environment, established by
UCAR and CGI from time to time. For purposes of this Section 5.2, "[TEXT
DELETED]" are those employees identified on Schedule G that are [TEXT
DELETED] as [TEXT DELETED].
5.3 GENERAL SERVICE COVERAGE - CGI and UCAR recognize that Base Services
may, in certain instances, require extensive work on the part of CGI to
correct problems or defects or to implement important changes within a
limited time frame. Both parties shall manage these situations so as to
minimize impacts on UCAR's business operations, taking into account the
commercial reasonableness of the cost imposed on CGI and the degree of
impact upon UCAR's business operations.
16
5.4 SPECIALIZED QUERY LANGUAGES - UCAR may use query tools to extract and
format information for their operational needs. CGI and UCAR shall
define the parameters and guidelines governing the use of such tools.
CGI and UCAR recognize that specialized queries may, in certain
instances, have an impact on the performance of the Base Services in
accordance with the Target Service Levels. Should such situations occur,
UCAR and CGI shall manage these situations to minimize negative impacts.
5.5 Service Levels Measurement
5.5.1 Actual service levels achieved by CGI will be measured against
Target Service Levels and reported as described in Schedule J.
5.5.2 The following events, should they occur, shall not be included
in the calculation of performance in relation to the Target
Service Levels:
(a) a failure to the extent resulting from Hardware or System
Software no longer being supported by the manufacturer and UCAR
not having agreed to an upgrade following a reasonable request
submitted by CGI to the Change Management Committee which set
out the applicable risk;
(b) a failure resulting from additional hardware, software or
telecommunication resources required to meet UCAR's growing
needs, and UCAR not having agreed to install such additional
resources following a reasonable request from CGI, that has
taken into account UCAR's reasonable perspective and such other
factors submitted by CGI to the Change Management Committee
which set out the applicable risk;
(c) the period during which a disaster recovery situation, as
defined in the Disaster Recovery Plan, exists;
(d) a failure of any third-party vendor (other than a CGI
subcontractor selected by CGI) to meet its contractual
obligations which is not due to any default or failure by CGI;
(e) a failure in UCAR's physical environment (electrical,
temperature, telecommunications provider, etc.) which is not due
to any default or failure by CGI;
(f) UCAR's material failure to perform its obligations under this
Agreement, which are related to the performance by CGI of the
Services and affect Target Service Levels;
(g) unreasonable, untimely, incomplete or inaccurate information
from UCAR, which are related to the performance by CGI of the
services and affect Target Service Levels.; or
(h) UCAR's failure to make available information, materials,
software, hardware, equipment or personnel in the manner
required by this Agreement, which are
17
related to the performance by CGI of the services and affect
Target Service Levels.
5.6 MISSION CRITICAL FAILURES - In the event that either party determines
that:
(i) an outage or failure affects Mission Critical Activities, which
lasts at least 6 hours or which either party reasonably expects
will not be remedied within a 24 hour period from its
commencement; or
(ii) the continuation during the period of 3 day(s) of general
service instability, as reflected in recurring outages or
failures affecting Mission Critical Activities, then either
party shall designate the problem as a "Code Red", following
which the parties shall proceed as follows:
(a) The Change Management Committee shall be immediately notified.
CGI shall be responsible for determining what remedial actions
are to be taken, but shall consult with UCAR as to such course
of action. If the remedy is outside CGI's control, then the
Change Management Committee shall agree on the corrective
action.
(b) CGI shall use commercially reasonable efforts, taking into
account the impact on UCAR's business to implement the remedial
action and correct the problem as soon as possible, and for such
purposes shall provide access to its most experienced staff and
cause its personnel to work diligently and continuously, if
necessary, until the problem is resolved.
(c) CGI shall keep UCAR advised at all times of the estimated time
of problem resolution and resumption of system's operation.
(d) CGI shall develop a business communications plan and shall
provide such assistance and cooperation as may be reasonably
necessary to enable UCAR to develop and implement such a plan.
No information concerning the Code Red event shall be discussed
or made available publicly without the consent of UCAR.
(e) The Change Management Committee shall monitor progress on
resolution of a Code Red problem and update the business
communications plan. If the Code Red problem is not resolved
within the estimated time frame, then the joint team will
reassess what further or different corrective action may be
required.
(f) Each of CGI and UCAR must sign-off and agree on the final
resolution of the problem.
5.7 PERFORMANCE REVIEW PROCESS - In the event that (a) the actual service
levels achieved by CGI during the previous month period fail to meet any
of the prescribed Target Service Levels; or a (ii) Code Red problem is
declared during the previous month, then a performance review process
which incorporates the following steps will be triggered:
(a) CGI shall conduct a post mortem analysis and review the results
with UCAR.
18
(b) CGI shall develop and implement corrective actions and/or modify
existing processes and procedures or create new processes and/or
procedures to prevent any recurrence.
(c) If a contributing cause of a problem or delay in implementing a
remedy to a problem was within the control of a third party,
then the parties shall determine a course of action to prevent a
recurrence.
(d) UCAR and CGI will sign off on the conclusions resulting from
review process.
5.8 SERVICE BENCHMARKING - UCAR may, no more than once every three (3)
years, conduct a benchmarking survey of the information technology
outsourcing industry to determine whether the Target Service Levels are
competitive with the service levels being maintained by other vendors
providing a similar bundle of services to similarly situated customers
on terms, including pricing, similar to the terms the Base Services are
being provided hereunder. UCAR and CGI shall mutually agree on the third
party that conducts the benchmark survey and shall each bear its own
costs and share equally the costs of the third party. Any survey
conducted under this provision shall be of at least the quality and
scope of the Hackett Study completed for UCAR in 1999. Based upon the
results of the benchmarking survey, CGI and UCAR will jointly
investigate unfavorable variances, and make adjustments to the Target
Service Levels where warranted and mutually agreed upon by the parties.
5.9 PERFORMANCE STANDARDS - CGI and UCAR shall agree to a schedule of
performance credits for failure to meet Target Service Levels (as
adjusted in accordance with this Agreement, including through the
results of benchmarking studies conducted pursuant to Section 5.8). The
performance credits shall provide for an adjustment to Fees for each
month for which performance credits apply, assessed no more frequently
than quarterly, and shall provide for CGI the right to earn back credits
for performance (over the next succeeding quarter) that exceeds the
Target Service Levels that CGI has previously failed to meet. A
continuing and persistent failure to meet Mission Critical Activities or
Minimum Service Levels may result, at UCAR's option, in the full or
partial termination of the Service or the Agreement. UCAR's termination
shall be without penalty and UCAR may obtain such partially terminated
Service from a third party until such time as CGI can show to the
satisfaction of UCAR that it can meet the Mission Critical Activities or
Minimum Service Level on a consistent basis. "Minimum Service Levels"
will be established during the Transition Period and are expected to be
a level of performance that is below the level of performance reflected
by the Target Service Levels.
SECTION 6 - FEES
6.1 PURCHASE OF BUSINESS ASSETS -- Upon execution of this Agreement by the
parties, CGI will pay UCAR [TEXT DELETED] dollars ($[TEXT DELETED]) for
its purchase of UCAR's IS/IT business assets, including the transfer of
employees, assignment of material contracts and transfer of the
Purchased Assets as described in Section 4.7. The purchase price will be
sent by wire transfer to the following account:
19
Chase Manhattan Bank NY
ABA: 021000021
Account Name: UCAR Carbon Company Inc.
Account Number: 134093046
6.2 BASE SERVICES FEES -- The fees for the Base Services will be as set
forth in Section 1 of Schedule H, and all such fees will be payable by
UCAR to CGI in accordance with Section 6.5. If any change is required to
the Base Services or if CGI's costs to provide the Base Services [TEXT
DELETED] or [TEXT DELETED] in any [TEXT DELETED] way, as a result of
[TEXT DELETED] or a [TEXT DELETED] in [TEXT DELETED] due to [TEXT
DELETED] or [TEXT DELETED], then the parties will agree upon an [TEXT
DELETED] to the [TEXT DELETED] to take into account any such [TEXT
DELETED] or [TEXT DELETED] or [TEXT DELETED] (taking into account [TEXT
DELETED] and the [TEXT DELETED] of [TEXT DELETED]). If following the
[TEXT DELETED] of any [TEXT DELETED] part of [TEXT DELETED], UCAR
requests CGI to continue to provide the Services in [TEXT DELETED] of
that [TEXT DELETED], and the [TEXT DELETED] the [TEXT DELETED] agrees to
be bound by the terms of this Agreement, including the [TEXT DELETED]
terms hereof, CGI will do so for a reasonable period of time to assist
the [TEXT DELETED] in the transition of the Services to [TEXT DELETED].
During the Transition Period, CGI and UCAR will work together in good
faith to develop a [TEXT DELETED] that will apply commencing on [TEXT
DELETED]. It is expected that the [TEXT DELETED] will include the [TEXT
DELETED] set forth in Section 1 of Schedule H, as then adjusted, for the
Base Services then being provided, plus a [TEXT DELETED] for taking into
account [TEXT DELETED] in the [TEXT DELETED] of [TEXT DELETED] for the
[TEXT DELETED] (as set forth in Schedule K). Unless and until CGI and
UCAR agree on an [TEXT DELETED], then the [TEXT DELETED] set forth in
Section 1 of Schedule H, as then adjusted, will apply, and that amount
will be due and payable in accordance with Section 6.5.
6.3 TIER III PROJECT FEES -- Fees for Tier III Projects, other than the J.
D. Edwards Project, will be mutually agreed by the parties at the time
the projects are developed, or if no such agreement is reached, then CGI
will charge UCAR for those Tier III Projects on a time and materials
basis in accordance with the Tier III Project Rates.
6.4 REIMBURSEMENT OF EXPENSES - UCAR will reimburse CGI for its reasonable
out of pocket travel and travel related expenses it incurs in providing
the Additional Services at the request of UCAR pursuant to the Travel
and Expense Guidelines set out in Schedule M.
6.5 PAYMENTS - The amounts described in Section 6.2 will be due and payable
on or before the Base Fee Payment Date. For all other amounts due
hereunder for which a time for payment is not specified, that amount
shall be due and payable no later than the thirtieth (30th) day after
UCAR's receipt of an invoice therefore. UCAR shall pay the amounts due
by wire, funds transfer or other means acceptable to CGI. All amounts
due hereunder will be invoiced and paid in U.S. Dollars, and the parties
intend that invoices will be submitted by CGI to a UCAR single point of
contact in the U.S. as directed by the UCAR CIO. In the event that any
payment due hereunder is not received by CGI when due, a late payment
fee calculated on an annual basis on the outstanding amount shall also
be paid to CGI by UCAR and shall be equal to the lesser of(i) one and
one-half percent (1 1/2%) per month, and (ii) the maximum amount allowed
by applicable law. For purposes
20
of this Agreement, the "Base Fee Payment Date" is, with respect to
the monthly Base Services fee due for each calendar month hereunder,
either (i) the last day of the month for which that monthly fee
is due, or (ii) thirty days after the end of the month for which
that monthly fee is due, if UCAR gives written notice to CGI on or
before the date CGI issues to UCAR the invoice for that monthly fee that
UCAR desires to delay the payment date for thirty days. If UCAR selects
(ii) above, then the invoice for which the payment is being delayed will
be increased by an amount equal to the [TEXT DELETED] established by
[TEXT DELETED] multiplied by the [TEXT DELETED] to that [TEXT DELETED].
UCAR's right to select the payment option described in clause (ii) above
will terminate as of the end of the third year of the Term.
6.6 COST REDUCTION FOR INNOVATIONS -- If during the Term there should become
available any significant innovation not included in the Base Services
that CGI uses to reduce the costs it incurs in performing the Services
materially below the costs reasonably anticipated as of the Commencement
Date, then CGI and UCAR shall negotiate in good faith to reduce the
charges payable hereunder to reflect the portion of those costs savings
that the parties mutually agree should be attributable to UCAR.
6.7 VALUE SHARING INCENTIVE AFFECTING OTHER UCAR BUSINESS FUNCTIONS - Within
any Budget Period, CGI may present UCAR with a written proposal for the
implementation of a new or different process, system or technology that
would reasonably be expected to result in cost savings for UCAR (net of
the cost of implementing such proposal) in carrying out certain business
functions. If UCAR determines that it wishes to proceed with the
proposal, then the parties shall negotiate in good faith the terms and
conditions on which the proposal will be implemented as Additional
Services recognizing the value of the technology delivered, including
the recognized cost benefits, and the manner in which cost savings will
be shared.
6.8 TAXES - In addition to the fees due under this Agreement, UCAR agrees to
pay any taxes (which shall include taxes, penalties, and interest)
applicable under this Agreement, except that each party shall be
responsible for any personal property taxes on property it owns or
leases, for franchise and privilege taxes on its business, and for taxes
based on its net income.
6.9 VERIFICATION OF INFORMATION - UCAR acknowledges that CGI's charges under
this Agreement are based on information provided by UCAR to CGI. If at
any time during the first 12 months of the term of this Agreement, it is
determined that any information provided by UCAR to CGI in connection
with entering into this Agreement was materially incorrect or incomplete
and, as a result, CGI's charges hereunder were not properly established,
then the charges will be appropriately adjusted to take into account the
correct and complete information.
SECTION 7 - ANNUAL REVIEWS
7.1 IT STEERING COMMITTEE - UCAR and CGI agree to create a IT Steering
Committee, including appropriate subcommittees, and each will provide
the other a list of its
21
representatives. Either party may substitute its representation on the
IT Steering Committee by providing written notice to the other Party.
The IT Steering Committee or the appropriate subcommittee will:
(a) conduct periodic reviews of the progress of projects;
(b) annually review the operating and strategic plans which affect
the scope of Services;
(c) review, on a periodic basis, performance objectives,
measurements, and results.
7.2 CGI ANNUAL PERFORMANCE REVIEW - Annually, CGI shall provide a
performance review of its Services to the IT Steering Committee for its
appraisal. CGI shall recommend Target Services Levels objectives in
support of continuous improvements. Both UCAR and CGI shall mutually
agree upon any changes in Target Service Levels objectives.
7.3 ANNUAL SERVICES FEES REVIEW - CGI shall provide input to the UCAR
Designated Representative as part of the UCAR annual budget planning
process. CGI shall document any proposed changes to its fees hereunder
to provide the Services to UCAR. CGI shall also submit the estimated
fees of any Additional Services requested by UCAR. Additional Service
fees and incremental changes to fees for the Base Services (other than
volume charge adjustments for increases to the Baseline Level of
Resources), including adjustments in accordance with Section 6, shall be
subject to the IT Steering Committee's approval.
SECTION 8 - CHANGES TO THE PRODUCTION ENVIRONMENT
8.1 Control Over Change
8.1.1 CHANGES TO COMPUTER SYSTEM - All Changes and upgrades to the
Computer System, shall be controlled by CGI and made when deemed
necessary by CGI; provided that any such changes that could
negatively impact the Services or result in increased costs to
UCAR shall be subject to the approval of the Change Management
Committee, described in Section 8.2 (Change Management
Committee) hereof, which approval cannot be unreasonably
withheld.
8.1.2 OTHER CHANGES - All other changes than those described in
Section 8.1.1 above, including, without limitation, changes to
the operation procedures and schedules shall be subject to the
approval of the Change Management Committee.
8.2 CHANGE MANAGEMENT COMMITTEE - The parties shall form a committee
comprised of a minimum of two (2) individuals for the purposes of
reviewing, assessing the impact of, approving, controlling, scheduling,
evaluating, and recording changes as described in Section 8.1 (Control
Over Change). UCAR shall appoint one (1) member of such committee which
shall be chairperson of the committee and shall be responsible for
calling meetings of the committee as may be required. CGI shall appoint
one (1) member of the Change Management Committee. Decisions of the
Change Management Committee shall be by majority rule, and the parties
shall have equal representation on the Change Management Committee. The
parties shall follow a mutually agreed change
22
management procedure. In addition, the Change Management Committee shall
determine whether a given Change shall be performed as a Base Service or
a Tier III Project.
8.3 ENHANCEMENTS - CGI shall inform the Change Management Committee of the
availability of enhancements which are released by suppliers of the
System Software. CGI acknowledges UCAR's desire to install and integrate
enhancements approved by UCAR.
8.4 IMPLEMENTATION OF CHANGE - Subject to Section 6.2, CGI shall install and
implement Changes as approved by UCAR and scheduled by the Change
Management Committee.
SECTION 9 - RESPONSIBILITIES OF UCAR AND CGI
9.1 UCAR -DESIGNATED REPRESENTATIVE - UCAR shall designate an individual who
shall have the authority to act for UCAR in connection with all aspects
of this Agreement and to whom all CGI communications shall be addressed.
The UCAR-designated representative shall be authorized to modify, adjust
or eliminate procedures, authorization levels and security policies
within the scope of the Agreement.
9.2 CGI MANAGER - CGI shall designate, prior to the Commencement Date, an
experienced and qualified employee to act as CGI Manager who shall have
overall authority and responsibility to act for CGI and any CGI-approved
subcontractor in connection with all aspects of this Agreement and shall
coordinate the provision of Services.
9.3 UCAR AND CGI'S PARTICIPATION - CGI and UCAR undertake to cooperate in
good faith and in a commercially reasonable manner to fulfill their
obligations.
9.4 IT STEERING COMMITTEE - UCAR shall be responsible for scheduling
meetings of the IT Steering Committee on a periodic basis and in
accordance with Section 7.
9.5 CGI STAFF AND SUBCONTRACTORS - CGI shall at all times during the Term of
this Agreement provide experienced and qualified personnel. CGI may use
subcontractors to perform its obligations under this Agreement. CGI
shall be responsible for the work and performance of its subcontractors.
9.6 PROPERTY OF UCAR DATA - UCAR Data is and shall remain the property of
UCAR at all times and UCAR shall provide CGI with the backup, retention,
and recovery procedures related to the support of the Data. CGI will use
all reasonable efforts to ensure the protection of UCAR data in CGI's
control.
SECTION 10 - TERM
10.1 TERM - This Agreement shall become effective as of the Commencement Date
and, unless terminated earlier pursuant to the provisions hereof, shall
remain in full force and effect until the tenth anniversary of the
Commencement Date. Three years prior to the expiration of the initial
term of the Agreement, the parties shall begin negotiations to either
extend the Agreement and/or transition the Services to UCAR or another
provider upon termination with negotiations to be concluded one year
prior to the expiration of the then current term.
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SECTION 11 - TERMINATION
11.1 TERMINATION FOR CAUSE BY UCAR:
(a) UCAR may terminate this Agreement upon providing CGI with 60
days' prior written notice if CGI shall have breached any of its
duties, obligations or responsibilities hereunder in such a
manner as to constitute a material breach and fails to remedy
such breach within that notice period. CGI may propose and UCAR
may accept a specific plan for corrective action over a time
period in excess of the 60 day period. For purposes of this
Section a material breach of this Agreement shall include,
without limitation, the breaches identified in Section 5.9.
(b) This Agreement may be terminated by UCAR upon written notice in
the event that CGI shall have ceased to carry on business, been
adjudged bankrupt under the laws of the United States, made an
assignment for the benefit of its creditors, filed a petition
for bankruptcy, or if a trustee or receiver shall have been
appointed for all or for a substantial portion of the assets of
CGI.
11.2 TERMINATION BY CGI - This Agreement may be terminated by CGI upon 30
days prior written notice in the event that UCAR shall have failed to
pay CGI the sums which it owes to CGI when such sums become payable
(provided that CGI is not in default hereunder or shall not have
breached any other material term or condition of this Agreement) and
shall have failed to remedy such breach within the notice period,
provide such prior written notice has been delivered in accordance with
Section 27.1 hereof. Under such termination, UCAR shall pay to CGI the
fees then due and unpaid at the time the termination takes effect, plus
the fees, if any, due under Section 11.9
11.3 TERMINATION FOR CONVENIENCE - UCAR may terminate this Agreement at any
time following the third anniversary of the Commencement Date for its
convenience by (i) providing to CGI at least 180 days prior written
notice and (ii) paying to CGI a termination for convenience fee
calculated in accordance with Schedule L. Tangible assets capitalized
for the exclusive delivery of Services to UCAR shall become UCAR
property upon payment of such termination for convenience fee.
11.4 RETURN OF PROPERTY - Upon the expiration or upon any termination of this
Agreement, CGI shall return to UCAR, in a timely fashion, all copies of
the UCAR Data, tapes, documentation, forms and other property of UCAR in
the possession of CGI as well as any other information and material
relating thereto or relating to UCAR or its business. Similarly, UCAR
shall return CGI's property.
11.5 TRANSFER OF CONTRACTS - Upon the expiration or termination of this
Agreement, CGI shall transfer or assign to UCAR or its designee, subject
to payment by UCAR of any third party transfer fee, the unrecovered
portion of any pre-payment, or charge imposed by the applicable vendors,
any contract applicable to the Services being provided to UCAR under
this Agreement, including but without limitation, leases, service
contracts, maintenance contracts, disaster recovery contracts and
licenses. UCAR undertakes to
24
hold CGI free and harmless from any obligation under such contracts
arising after the transfer date of these contracts.
11.6 ACCESS TO COMPUTER SYSTEM - Access to Computer System -- Upon expiration
or termination of this Agreement, UCAR shall have access, as reasonably
required by UCAR, to the CGI Site to effect the transfer of its Data to
an alternate site at UCAR's cost. If such termination is the result of
CGI exercising its right according to Section 11.2 hereof, such access
by UCAR shall be granted by CGI upon payment to CGI of any fees due and
unpaid at the time of termination, plus the fees, if any, due under
Section 11.9. UCAR may elect to repurchase the Computer System (other
than those tangible assets addressed in Section 11.9 which are addressed
in such Sections) upon any such termination or expiration by delivering
written notice to CGI within 60 days after the date of termination or
expiration and CGI shall sell the Computer System to UCAR in the event
of such election. The purchase price of the Computer System shall be
CGI's net book value of the Computer System, which shall be reported to
UCAR within 30 days of UCAR's election. UCAR may revoke its election
following receipt of the net book value. If UCAR does not revoke its
election to purchase the Computer System the purchase price shall be
paid within 30 days of the date the net book value is delivered and CGI
shall render reasonable assistance to facilitate the transfer or removal
of all or any part of the Computer System by UCAR after such purchase.
11.7 TERMINATION ASSISTANCE - Upon the expiration or termination of this
Agreement, CGI shall continue to provide to UCAR those minimal services
necessary and cooperate with UCAR as reasonably requested by UCAR to
effect transition of services and functions being performed by CGI to
UCAR or another location determined by UCAR. CGI shall provide the
information and assistance necessary, such as but not limited to, the
development of a termination and transition plan, the training of UCAR's
staff and third party staff as directed by UCAR in the use of the
hardware and software and operating procedures being transferred, and
providing of technical and telecommunication planning assistance. Daily
time and material rates in effect at that time shall apply to CGI
personnel assigned to the UCAR transfer project. If such termination is
a result of CGI exercising its right in accordance with Section 11.2
hereof, UCAR shall provide CGI with estimated monthly fees in advance.
CGI will provide a monthly statement for any fees over the advance
amount or provide a credit for any advance amounts over the actual fees.
CGI may cease Termination Assistance at any time UCAR fails to timely
pay any amounts due hereunder.
11.8 CGI PROPRIETARY SOFTWARE - Upon the expiration or upon any termination
of this Agreement, CGI shall grant UCAR a non-exclusive, limited,
revocable license to use certain CGI Proprietary Software for UCAR's
internal use only, such software being the CGI Proprietary Software that
CGI actually used in providing to UCAR the Services hereunder. UCAR's
license will be subject to the same terms and conditions and pricing as
CGI offers to other commercial clients. Such right to license will be
conditioned upon: (i) CGI having the right to grant such a license, (ii)
UCAR having paid all fees owing to CGI; and (iii) upfront payment of the
appropriate license fees.
25
11.9 RECOVERY OF COMMENCEMENT AND UNAMORTIZED PROJECT COSTS -- Upon the early
termination of this Agreement (including any partial termination
pursuant to Section 5.9) and in addition to any other rights and
remedies either party may have in connection with the termination, UCAR
shall pay to CGI a termination fee for the [TEXT DELETED] by [TEXT
DELETED] to fulfill its obligations under this Agreement that [TEXT
DELETED] has [TEXT DELETED] but [TEXT DELETED] to [TEXT DELETED] over
the Term and the [TEXT DELETED] of [TEXT DELETED] to [TEXT DELETED] of
[TEXT DELETED] in accordance with each such project mandate. [TEXT
DELETED] for the [TEXT DELETED] of Services to UCAR shall become [TEXT
DELETED] upon [TEXT DELETED] of such [TEXT DELETED]. The provisions of
this Section 11.9 will not apply to a termination pursuant to Section
11.3, except with respect to [TEXT DELETED] the [TEXT DELETED] or [TEXT
DELETED] by CGI at [TEXT DELETED] the [TEXT DELETED] for which is [TEXT
DELETED] by [TEXT DELETED] over the [TEXT DELETED].
SECTION 12 - HUMAN RESOURCES
12.1 HIRING OF CGI EMPLOYEES - UCAR undertakes that, during the Term of this
Agreement and for a period of one year thereafter, it shall not, without
CGI's prior consent, recruit or hire any person who is then or was in
the previous six months an employee of CGI. Notwithstanding the
foregoing, following termination or expiration of this Agreement, UCAR
may recruit and hire any In-Scope Personnel.
12.2 HIRING OF UCAR EMPLOYEES -- CGI undertakes that, during the Term of this
Agreement and for a period of one year thereafter, IT shall not, without
UCAR's prior consent, recruit or hire any person who is then or was in
the previous six months an employee of UCAR.
SECTION 13 - CONFIDENTIALITY, PROPRIETARY RIGHTS AND SOFTWARE
13.1 CONFIDENTIALITY - CGI shall keep information belonging or relating to
UCAR in confidence, and shall neither use it nor disclose it to any
other party, with the exception of CGI's third party contractors and
fiduciaries, without the explicit written permission of UCAR. CGI shall
also cause its employees to enter into a confidentiality agreement.
Except as otherwise required by law, UCAR and CGI each agree to take all
reasonable precautions to keep the provisions of this Agreement and any
confidential information relating to CGI and UCAR respectively, in
confidence and shall not disclose such information to any other person
without the written permission of CGI or UCAR, as the case may be. In
the event either party is required by law to make any disclosure with
respect to the provisions of this Agreement or any confidential
information relating to the other party, such disclosure may be made
only following prompt notice to the other party and sufficient time for
that party to obtain a protective order.
CGI agrees that UCAR, without prejudice to any rights to judicial relief
UCAR may otherwise have, shall be entitled to seek equitable relief,
including an injunction, in the event of any breach by CGI of the
provisions of this Section. CGI also agrees that it will not seek, and
agrees to waive any requirement for the securing or posting of a bond by
UCAR in connection with UCAR obtaining such injunctive relief.
26
13.2 UCAR AND DEVELOPED SOFTWARE - UCAR represents that it has all rights in
and to the UCAR Software necessary to grant to CGI the rights described
in this Agreement. As between UCAR and CGI, UCAR will retain all right,
title and interest in and to the UCAR Software and the software
applications, including the source codes, developed by CGI and paid for
by UCAR. With respect to the UCAR Software, and any developed software
owned by UCAR, that CGI needs in order to provide the Services, UCAR
hereby grants to CGI the non-exclusive right, at no charge, to operate,
copy, modify or otherwise use that software in order to provide the
Services. UCAR Software existing as of the Commencement Date will be
made available to CGI in the same form and on the same media as exists
on the Commencement Date, together with existing documentation and any
other related materials.
13.3 CGI SOFTWARE - CGI Software will be and remain the property of CGI and
its licensors, and UCAR will have no rights or interests in CGI Software
except as otherwise described in this Section; provided, however, as
between the parties, UCAR will own the software applications developed
by CGI and paid for by UCAR. Subject to the preceding, (i) during the
Term, subject to CGI's right to grant such a license with respect to any
CGI Software licensed by CGI, CGI hereby grants to UCAR, and UCAR hereby
accepts from CGI, a nonexclusive, nontransferable, paid up, royalty free
license to access any CGI Software as necessary to use the Services that
CGI is obligated to provide to UCAR pursuant to this Agreement, (ii) CGI
will retain all right, title and interest in and to all other software
developed pursuant to this Agreement, and (iii) upon the expiration or
termination of this Agreement (other than a termination for UCAR's
failure to make payments hereunder), CGI will grant to UCAR a
non-exclusive, limited, paid-up license, to use the Application Software
that is owned by CGI and that is then being used by CGI to provide the
Base Services, and UCAR may use that CGI Software solely for its
internal business operations and may not disclose it to any third party.
13.4 RESIDUAL KNOWLEDGE - Nothing contained in this Agreement will restrict
either party from using any ideas, concepts, know-how, methodologies,
processes, technologies, algorithms or techniques relating to the
Services that either party, individually or jointly, develops or
discloses under this Agreement provided that in doing so the party does
not breach its obligations under this Agreement or infringe the
intellectual property rights of the other party or third parties who
have licensed or provided materials to the other party. Without limiting
this provision, nothing in Section 13.2 or Section 13.3 will prevent
either party from independently developing any software that is the same
or similar to any software owned by the other party so long as the
developing party does not violate any copyright of the other party.
Except for the license rights contained in this Article 13, neither this
Agreement, nor any disclosure made hereunder or thereunder grants any
license to either party under any patents or copyrights of the other
party.
13.5 EXPORT - The parties acknowledge that certain software and technical
data to be provided under this Agreement may be subject to export
controls under the laws and regulations of the United States or other
countries. Neither party will export or re-export any of those items nor
any direct product of them nor undertake any transaction in violation of
any of those laws or regulations. To the extent within a party's
control, that party will be
27
responsible for, and will coordinate and oversee, compliance with those
export laws concerning any items it exports or imports under this
Agreement.
SECTION 14 - SECURITY AND AUDIT
14.1 SECURITY - CGI shall implement and maintain procedures and systems in
order to ensure the security of the CGI Site as well as the off-site
storage of Data.
14.2 AUDIT RIGHTS.- CGI shall, once a year, or as may be requested by the
chairman of IT Steering Committee and approved by CGI, such approval not
to be reasonably withheld, allow UCAR's auditors, including internal
audit staff, inspectors and other representatives as UCAR may designate
in writing, access at reasonable times to the CGI Site, to CGI's
personnel providing Services, and to logs relating to the Services for
the purpose of performing audits and inspection, to verify the integrity
of UCAR's Data and to examine CGI's performance of the Services
hereunder. Such audits shall be limited to audits (i) of practices and
procedures, (ii) of systems, (iii) of general controls and security
practices and procedures, (iv) of disaster recovery and backup
procedure, and (v) of due diligence evaluation. The parties hereto agree
to make appropriate arrangements to ensure that any audit shall not
interfere with CGI's ability to perform the Services, nor with CGI's
provision of services to other customers, and shall be subject to CGI's
routine security procedures, practices and policies.
SECTION 15 - INSURANCE
15.1 INSURANCE - CGI shall at its own expense and for the duration of the
Agreement maintain Workers' compensation coverage, crime (including
computer fraud coverage), public liability and property damage
insurance, all risk insurance, boiler and machinery, extra expense, Data
and media, data processors, computer services and software errors and
omissions insurance covering the CGI Site. UCAR shall be identified as
an additional insured (with the exception of Workers' compensation
coverage) as of the Commencement Date. All insurance policies, including
but not limited to Workers Compensation coverage shall waive subrogation
rights against UCAR. During the term of this Agreement, UCAR's
Designated Representative may require CGI to apply changes to the above
insurance requirements, subject to the payment by UCAR of any additional
premium with respect to the additional coverage that may be requested.
CGI shall provide UCAR with thirty (30) days' written notice of
cancellation or material change to the above policies and, if requested
by UCAR in writing, shall provide UCAR, on an annual basis, with
certificates of such insurance.
SECTION 16 - WARRANTY
16.1 WORK STANDARDS - CGI represents and warrants that all Services performed
by CGI for UCAR shall be performed in a professional manner in
accordance with industry standards and practices applicable to the
performance of such Services. CGI warrants that Services shall be
provided in accordance with applicable laws and regulations.
28
16.2 UCAR LEASED EQUIPMENT AND CONTRACTS - UCAR represents and warrants that
it is authorized to include under this Agreement all the leased
equipment listed in Schedule "C" (Purchased Assets and Leased Assets)
and contracts that were actually assigned and listed in Schedule "D"
(Assigned Contracts).
16.3 SYSTEM SOFTWARE LICENSES - UCAR represents and warrants that it is the
licensee of the System Software and is authorized to grant the rights it
has granted to CGI hereunder.
16.4 RELIABILITY - UCAR represents and warrants that the Hardware and System
Software has been maintained in accordance with the manufacturer's
approved maintenance standards and is in good working condition.
16.5 NON-INFRINGEMENT - The parties represent and warrant that they shall
perform their obligations under this Agreement in a manner that does not
infringe or constitute an infringement or misappropriation of any
patent, trade secret, copyright or other proprietary right of any third
party.
16.6 COMPLIANCE WITH OBLIGATIONS - Each party represents and warrants that
its entry into this Agreement does not violate or constitute a breach of
any of its contractual obligations with third parties.
16.7 Disclaimer
(a) CGI does not guarantee the accuracy of any advice, report, data
or other product delivered to UCAR which is produced with or
from the data or software provided by UCAR at the beginning of
the Agreement. Such products shall be delivered on an "as is
basis", and CGI shall not be liable for any inaccuracy therein.
(b) Subject to the obligations of CGI contained in this Agreement in
particular, CGI does not assure uninterrupted or error-free
operation of the Hardware or System Software.
(c) Except as provided for in this Agreement, there are no other
express warranties or conditions, and there are no implied
warranties and conditions, including, but not limited to, the
implied warranties of merchandisable quality or fitness for a
particular purpose.
16.8 MUTUAL INDEMNIFICATION - CGI and UCAR agree to indemnify and hold
harmless the other party against any and all liability, loss, costs,
damages, reasonable legal fees and reasonable expenses caused which they
sustain or incur by reason or in consequence of an act or omission of
the other party in respect of its duties and obligations pursuant to
Section 16.5 (Non-Infringement), except that CGI's indemnification
obligations to UCAR shall not extend to: (i) claims based on software
that UCAR has modified; (ii) claims based on CGI Software used by UCAR
in conjunction with other software not authorized or supported by CGI;
or (iii) claims based upon CGI Software in use by UCAR that is other
than the most recent version.
29
SECTION 17 - LIMITATION OF LIABILITY
17.1 LIMITATION - UCAR and CGI recognize that either party may claim damages
for any default by the other party under this Agreement, but that the
remedies of the non-defaulting party and the liability of the defaulting
party, whether contractual or in tort, shall be limited as set forth
hereinafter and that these provisions shall apply notwithstanding the
election of the non-defaulting party, if so entitled, to terminate or be
discharged from this Agreement.
17.2 REMEDY - Except with respect to UCAR's obligations to make payments to
CGI under this Agreement (including any obligation to make payments in
the future under this Agreement), with respect to all claims arising out
of, under or in connection with this Agreement, each party's liability
will not exceed, in the aggregate, an amount equal to the charges
actually paid by UCAR to CGI during the first seven (7) months after the
Commencement Date (excluding amounts paid as reimbursement of expenses
and taxes). The above limitation shall not apply with respect to either
party's liabilities concerning damages arising out of the death or
personal injury of any person, or with respect to either party's
obligations of indemnity for infringement as set forth in Section 16.8,
or with respect to a willful and intentional breach of Section 13.1.
17.3 SPECIAL OR CONSEQUENTIAL DAMAGES - In no event shall such damages
include, nor shall either party be responsible for, any special,
indirect or consequential damages even if they have been advised of the
possibility thereof, including but not limited to loss of revenue or
profits, other than UCAR's payment amounts hereunder, or failure to
realize expected savings, or any damage claimed against either party by
any other party.
SECTION 18 - FORCE MAJEURE
18.1 FORCE MAJEURE - Notwithstanding any other provision hereof to the
contrary, UCAR and CGI shall not be deemed to be in default hereunder or
liable for any failure to perform their obligations hereunder for causes
beyond their reasonable control including, without limitation, delays in
production or delivery of any of the Hardware, System Software, third
party application software, or delays resulting from fire, flood,
accident, war or civil insurrection. UCAR and CGI shall use all
commercially reasonable efforts to resume performance of their
respective obligations to whatever extent possible without delay. During
any period of Force Majeure, UCAR shall not be obligated to pay for any
services which are not being provided. If any Force Majeure event
attributable to, and which prevents, CGI from providing the Services for
a consecutive period of three months, UCAR may terminate this Agreement.
SECTION 19 - ASSIGNMENT AND BINDING EFFECT
19.1 ASSIGNMENT AND BINDING EFFECT - Neither this Agreement nor any of the
rights and obligations of either party hereunder shall be assigned or
transferred without the prior written consent of the other party, such
consent not to be unreasonably withheld; provided that no such written
consent shall be required for an assignment to an affiliate of
30
either party. Unless expressly agreed in writing, no assignment by
either party will relieve the assigning party of any obligations
assigned hereunder.
SECTION 20 - NO WAIVER
20.1 NO WAIVER - A waiver by either party of any breach or default of any of
the provisions contained herein shall not be construed as a waiver of
any succeeding or subsequent breach of this Agreement.
SECTION 21 - SEVERABILITY
21.1 SEVERABILITY - The invalidity or unenforceability of any provision of
this Agreement herein contained shall not affect the validity or
enforceability of any other provision herein contained and any such
invalid or unenforceable provision shall be deemed to be severable.
SECTION 22 - NO AGENCY/INDEPENDENT CONTRACTOR
22.1 NO AGENCY/INDEPENDENT CONTRACTOR - The parties are and shall at all
times remain independent parties and nothing contained herein shall be
construed as constituting a partnership, joint venture or an agency
between CGI and UCAR. CGI's relationship to UCAR in performing this
Agreement is that of an independent contractor, not an employee. The
personnel performing services under this Agreement shall at all times be
under CGI's exclusive direction and control and shall be employees,
including common law employees, of CGI, not UCAR.
SECTION 23 - ENTIRE AGREEMENT
23.1 ENTIRE AGREEMENT - This Agreement represents the entire Agreement
between the parties with respect to the matters provided for herein, and
supersedes all prior discussions, negotiations and agreements between
the parties, including but not limited to any proposals or other
documents exchanged between the parties. CGI shall assume no
responsibilities other than those stated in this Agreement. No amendment
to or variation in this Agreement shall be effective unless it is done
in writing and signed by authorized representatives of the parties.
The parties agree that this Agreement may be amended to add additional
UCAR Sites under the same terms and conditions of this Agreement. Such
additions shall be evidenced by execution by both parties of an
Additional Site Schedule that will specify the additional UCAR Sites to
be added, and the Services, Target Service Levels, and pricing,
including the UCAR assets to be purchased by CGI, that will be
applicable to those additional UCAR Sites. Each Additional Site Schedule
will be negotiated using the same general principles as those used to
arrive at the purchase price and fees applicable to this Agreement.
31
SECTION 24 - COMPLIANCE WITH LAWS
24.1 Each party agrees that it will comply with all national, U.S. federal,
state and local laws, regulations and codes applicable to it in the
performance of this Agreement.
SECTION 25 - GOVERNING LAW
25.1 GOVERNING LAW - This Agreement shall be governed by the laws of the
State of New York.
SECTION 26 - PUBLICITY
26.1 PUBLICITY - Each party shall submit to the other all advertising,
written sales promotion, press releases and other publicity matters
relating to this Agreement in which the other party's name is mentioned
and will not publish or use such advertising, sales promotion, press
releases, or publicity matters without prior written approval of the
other party. However, either party may include the other party's name
and a factual description of the work performed under this Agreement in
its lists of references and in the experience section of proposals to
third parties, in internal business planning documents and in its Annual
Report to shareholders, and whenever required for legal, accounting or
regulatory purposes.
SECTION 27 - NOTICES
27.1 NOTICES - Any notice, directive or other instrument required or
permitted to be given hereunder shall be in writing and shall be
personally delivered or sent by prepaid registered mail in Canada or by
telegram, telex, telecopier or other form of telecommunication, in each
case addressed as follows:
If to:
UCAR
UCAR International Inc.
3102 West End Avenue, Suite 1100
Nashville, TN 37203
Attention: Chief Information Officer
with copy to:
UCAR International Inc.
3102 West End Avenue, Suite 1100
Nashville, TN 37203
Attention: General Counsel
32
If to CGI:
CGI Information Systems and Management Consultants, Inc.
1130 Sherbrooke Street West
5th Floor
Montreal, Quebec
H3A 2M8
Attention: General Counsel
and
CGI Information Systems and Management Consultants, Inc.
600 Federal St.
Andover, Massachusetts 01810
Attention: Managing Director
or to such other address as either party may indicate to the other by
written notice as its new address for the purposes of this provision.
Any notice, consent, directive or other instrument given by either party
in accordance with the foregoing shall be deemed to have been received
by the other party on the same day it is personally delivered or sent by
telecopier or the date of receipt by registered mail or reputable
overnight carrier, whichever is sooner.
SECTION 28 - INFORMAL DISPUTE RESOLUTION AND ARBITRATION
28.1 INFORMAL DISPUTE RESOLUTION - In the event of a dispute in connection
with this Agreement, the UCAR -Designated Representative and the CGI
Director shall meet to discuss and resolve the dispute. In the event
they are unable to resolve the dispute within thirty (30) days, or
fifteen (15) days if either party notifies the other party that the
matter requires urgent resolution, the dispute shall be referred to the
Chief Executive Officer of each of the parties for resolution of the
problem.
28.2 ARBITRATION - If the Chief Executive Officers are unable within thirty
(30) days, or fifteen (15) days in case of emergency, to resolve any
dispute arising under this Agreement, then such dispute shall be
submitted to mandatory and binding arbitration. The disputing party
shall notify the other party in writing describing in reasonable detail
the nature of the dispute and the parties shall attempt within twenty
(20) days of the notification of dispute to agree on an individual
arbitrator familiar with New York law. If the parties are unable to
agree upon an Arbitrator, then either party shall have the right to
apply to a Court in New York for the appointment of a single Arbitrator.
The Arbitrator appointed by the Court shall conduct the arbitration in
accordance with the rules of the American Arbitration Association. The
arbitration hearing shall take place in the city of New York and be
commenced as promptly as possible and conducted expeditiously. The
Arbitrator's decision shall be final, without appeal and shall bind the
parties. It is agreed that any dispute dealing with the infringement of
intellectual property rights or the protection of confidential
information shall not be subject to arbitration. The parties shall
continue to perform their respective obligations notwithstanding a
dispute until a dispute
33
is resolved or arbitrated. The Arbitrator shall have the right and power
to grant damages as well as award the costs of the arbitration within
the limitations set forth in this Agreement. In no event will the
Arbitrator have any authority to award damages in amounts or types not
provided for or limited by this Agreement. The hearing shall take place
no later than ninety (90) days following the appointment of the
arbitrator and the decision shall be rendered at the latest one (1)
month after the hearing.
SECTION 29 - CONFLICTS OF INTEREST
29.1 Consultant agrees that it will not assign the [TEXT DELETED] as "[TEXT
DELETED]" on Schedule G hereto to provide services for any of UCAR's
competitors (including any subsidiaries or affiliates of such
competitors) listed below while such [TEXT DELETED] are in the [TEXT
DELETED] of [TEXT DELETED] and during the period of, and for 24 months
following, [TEXT DELETED] of [TEXT DELETED] to [TEXT DELETED]. The
competitors to which this Section applies are as follows:
SGL Carbon AG (Germany)
Carbide/Graphite Group, Inc. (US)
Showa Denko K.K. (Japan)
Carbon Lorraine (France)
It is acknowledged by the parties that UCAR's [TEXT DELETED] of [TEXT
DELETED] and [TEXT DELETED], such as the [TEXT DELETED] of [TEXT
DELETED] ("[TEXT DELETED] Applications") is [TEXT DELETED] in nature.
Therefore, CGI agrees that it will not [TEXT DELETED] any [TEXT DELETED]
to [TEXT DELETED] for any of UCAR's competitors listed above, if such
[TEXT DELETED] has [TEXT DELETED] or [TEXT DELETED] in connection with
the development of the [TEXT DELETED] Applications in the prior 24
months for [TEXT DELETED] and 12 months for [TEXT DELETED] without first
obtaining consent from UCAR for [TEXT DELETED]. UCAR will not
unreasonably withhold its consent to the [TEXT DELETED] of [TEXT
DELETED] to [TEXT DELETED] for these listed competitors.
SECTION 30 - AUTHORIZATION AND ENFORCEABILITY
30.1 AUTHORIZATION AND ENFORCEABILITY - Each party represents that:
(a) it has all requisite corporate power and authority to enter into
this Agreement and to carry out the transaction contemplated
herein;
(b) the execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated herein have
been duly authorized by all requisite corporate action on the
part of each party; and
(c) this Agreement has been duly executed and delivered by such
party and is a valid and binding obligation of such party,
enforceable against it in accordance with its terms.
34
IN WITNESS WHEREOF each party hereto has caused its representative to execute
this Agreement to be effective as of the date of execution.
CGI INFORMATION SYSTEMS AND MANAGEMENT UCAR INTERNATIONAL INC.
CONSULTANTS, INC.
By: /s/ Francois Chasse By: /s/ Corrado De Gasperis
-------------------------------- ------------------------------
Name: Francois Chasse Name: Corrado De Gasperis
Title: Executive Vice President Title: Chief Information Officer
35
SCHEDULE A
BASE SERVICES
GENERAL DESCRIPTION OF BASE SERVICES. CGI will provide UCAR the services
described in this Schedule A. In this role CGI will be the information
services/information technology delivery manager and provide UCAR Systems
Integration.
CGI will provide UCAR IS/IT Services at all UCAR locations in France (following
satisfaction of the French Condition of Sale) and the U.S., and Graftech Inc.,
but excluding all manufacturing process technologies information technology.
UCAR's operations in Irvine, California, Mexico, South Africa, Switzerland,
Brazil, Russia, Spain and Italy are specifically excluded. It is understood that
upon transition of the IS/IT Services at the in-scope locations listed above,
UCAR may expand the IS/IT Services to the excluded locations on substantially
similar terms.
1.0 GOVERNING RESPONSIBILITY DEFINITIONS
The following definitions will be used to describe the respective roles and
responsibilities of CGI and UCAR as set forth in this Schedule A.
"PERFORM" means assuming primary responsibility for ensuring that a specific
task attributed to a party is performed by said party in accordance with this
Agreement.
"ASSIST" means assuming secondary responsibility for ensuring that a specific
task attributed to a party, is performed by said party in accordance with this
Agreement.
"APPROVE" means providing approval or authorization of a task attributed to the
other party, when required and as appropriate.
2.0 ORGANIZATION STRUCTURE
[intentionally omitted]
3.0 CONTRACT MANAGEMENT OFFICE (CMO) SERVICES
It is the Contract Management Office (CMO) that manages and co-ordinates the
delivery of the Services to UCAR in accordance with Section 2.6 (Contract
Management Office). More specifically the responsibilities with respect to the
CMO activities are as follows:
---------------------------------------------------------------------------------------------
3.1 CONTRACT MANAGEMENT RESPONSIBILITIES CGI UCAR
---------------------------------------------------------------------------------------------
- Authorize and prioritize information technology investments Perform
---------------------------------------------------------------------------------------------
- Consult with UCAR on technology investments Perform
---------------------------------------------------------------------------------------------
- Develop and approve the strategic information systems direction Assist Perform
(including architecture, technology, network and standards)
and authorize modifications.
---------------------------------------------------------------------------------------------
- Comply with UCAR architecture, technology, network and standards. Perform Perform
---------------------------------------------------------------------------------------------
- Provide UCAR with information system management and information Perform
technology guidance and support.
A-1
---------------------------------------------------------------------------------------------
- Review UCAR Business Unit achievements in information technology Assist Perform
utilization and provide direction.
---------------------------------------------------------------------------------------------
- Manage the strategic functions of information technology
---------------------------------------------------------------------------------------------
- Define and develop high level architecture and technology Assist Perform
---------------------------------------------------------------------------------------------
- Approve high level architecture and technology Perform
---------------------------------------------------------------------------------------------
- Design security rules and policies Assist Perform
Approve
---------------------------------------------------------------------------------------------
- Provide CGI with clear direction of UCAR's business needs Perform
---------------------------------------------------------------------------------------------
- Work with UCAR managers to coordinate cross-functional Projects Assist Perform
or Application Software Support.
---------------------------------------------------------------------------------------------
- Develop detailed project architecture, technology and standards Perform Assist
considering system availability, reliability and serviceability. Approve
---------------------------------------------------------------------------------------------
- Define standard configuration(s) (up to 3 standards) for Perform Assist
Desktops, Notebooks and Laptops Approve
---------------------------------------------------------------------------------------------
- Manage and control standard system configuration(s) (up to 3 Perform Assist
standards) Approve
---------------------------------------------------------------------------------------------
- Develop and submit annual technology and maintenance plan Perform Assist
---------------------------------------------------------------------------------------------
- Approve annual application technology maintenance plan. Perform
---------------------------------------------------------------------------------------------
- Report on conflicts and non-compliance issues Perform Assist
---------------------------------------------------------------------------------------------
- Resolve conflicts and non-compliance issues. Assist Perform
---------------------------------------------------------------------------------------------
- Review annual performance of CGI. Assist Perform
Approve
---------------------------------------------------------------------------------------------
- Develop, distribute and collate the CGI Customer Assessment Perform Assist
Program
---------------------------------------------------------------------------------------------
- Audit processes, procedures, service levels and requirements Assist Perform
Approve
---------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
3.2 BUSINESS SYSTEM RESPONSIBILITIES CGI UCAR
--------------------------------------------------------------------------------------------
- Determine the business needs of UCAR and capture requests Assist Perform
--------------------------------------------------------------------------------------------
- Translate UCAR Business Units requirements into business Assist Perform
requirements document
--------------------------------------------------------------------------------------------
- Work with UCAR to translate requirements into business Perform
specifications
--------------------------------------------------------------------------------------------
- Define specifications for UCAR application software Perform Assist
--------------------------------------------------------------------------------------------
- Document and update operational process. Identify areas for Perform Assist
improvement.
--------------------------------------------------------------------------------------------
- Where appropriate support each Project with a business case. Assist Perform
--------------------------------------------------------------------------------------------
- Produce the Project and annual enhancement plan for the UCAR Assist Perform
Business Units
--------------------------------------------------------------------------------------------
- Define knowledge management strategy Assist Perform
--------------------------------------------------------------------------------------------
- Establish best practices for knowledge gathering Perform Assist
--------------------------------------------------------------------------------------------
- Establish standards on knowledge gathering techniques and tools Perform Assist
Approve
--------------------------------------------------------------------------------------------
- Develop and maintain controlled UCAR procedures for metadata Perform Assist
vocabularies, parallel taxonomies and thesaural browsers Approve
--------------------------------------------------------------------------------------------
- Develop desktop knowledge sharing processes Perform Assist
--------------------------------------------------------------------------------------------
- Oversee maintenance of desktop portals Perform
--------------------------------------------------------------------------------------------
A-2
- Develop and integrate software that meets UCAR business Perform Approve
requirements according to approved scope and budget
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
3.3 OPERATIONS RESPONSIBILITIES CGI UCAR
--------------------------------------------------------------------------------------------
- Develop security rules and policies Assist Perform
--------------------------------------------------------------------------------------------
- Perform administration in accordance with security rules and Perform Assist
procedures.
--------------------------------------------------------------------------------------------
- Authorize the implementation of changes in the production Assist Approve
environment according to the change management procedures.
--------------------------------------------------------------------------------------------
- Coordinate availability of information technology resources to Perform
meet UCAR requirements.
--------------------------------------------------------------------------------------------
- Coordinate implementation of changes with UCAR Perform Assist
--------------------------------------------------------------------------------------------
- Inform affected Business Units of scheduled implementations Assist Perform
--------------------------------------------------------------------------------------------
- Provide required performance report to UCAR Perform
--------------------------------------------------------------------------------------------
- Develop UCAR's escalation procedures as required from time to time Assist Perform
--------------------------------------------------------------------------------------------
- Comply with UCAR escalation procedures as communicated by UCAR Perform
from time to time
--------------------------------------------------------------------------------------------
- Comply with CGI escalation procedures as set forth in CGI's Perform Perform
operational framework document
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
3.4 MANAGEMENT SERVICES CGI UCAR
--------------------------------------------------------------------------------------------
- Co-ordinate and manage the delivery of Tier I, Tier II and Tier Perform
III services to UCAR
--------------------------------------------------------------------------------------------
- Manage the Assigned Contracts and the Retained Contracts Perform
--------------------------------------------------------------------------------------------
- Advise UCAR of Computer Systems capacity issues Perform
--------------------------------------------------------------------------------------------
- Advise UCAR of new hardware, software, and system concepts Perform
--------------------------------------------------------------------------------------------
- Recommend new, cost effective technologies where and when Perform Assist
applicable
--------------------------------------------------------------------------------------------
- Provide reasonable assistance to CGI in isolating operational Assist Perform
problems
--------------------------------------------------------------------------------------------
- Manage the delivery of scheduled reports to UCAR Perform
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
3.5 CONFIGURATION AND CHANGE MANAGEMENT CGI UCAR
--------------------------------------------------------------------------------------------
- Prioritize Change Requests Assist Perform
--------------------------------------------------------------------------------------------
- Chair the UCAR Change Management Committee meetings Perform
--------------------------------------------------------------------------------------------
- Provide input on the value of Change Requests to meeting UCAR Perform Perform
business objectives in the Change Management Committee meetings
--------------------------------------------------------------------------------------------
- Document, manage, and distribute all UCAR Change Request Perform
--------------------------------------------------------------------------------------------
- Provide UCAR with Quality Control signoff on testing performed by Perform Approve
CGI for all changes prior to implementation.
--------------------------------------------------------------------------------------------
- Provide an implementation plan supporting major Change Requests Perform
--------------------------------------------------------------------------------------------
- Initiate, manage, and document problem management Perform Perform
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
3.6 INVENTORY MANAGEMENT & PROCUREMENT CGI UCAR
--------------------------------------------------------------------------------------------
- Develop and maintain approved products catalogue Perform Approve
--------------------------------------------------------------------------------------------
- Provide product advice to UCAR IT Perform Assist
--------------------------------------------------------------------------------------------
A-3
- Negotiate with suppliers for contracts managed by CGI Perform Assist
--------------------------------------------------------------------------------------------
- Arrange procurement financing Perform Approve
--------------------------------------------------------------------------------------------
- Develop Procurement Plan for items done on UCAR's behalf Perform Approve
--------------------------------------------------------------------------------------------
- Approve Procurement done on UCAR's behalf Perform
--------------------------------------------------------------------------------------------
- Co-ordinate and administer procurement for acquisitions requested Perform
by UCAR
--------------------------------------------------------------------------------------------
- Maintain procurement records Perform
--------------------------------------------------------------------------------------------
- Maintain records of inventory and associated users Perform Assist
--------------------------------------------------------------------------------------------
- Update inventory database ensuring capture of changes caused by Perform Assist
IMAC Process
--------------------------------------------------------------------------------------------
- Management movement of hardware and software through IMAC process Perform
--------------------------------------------------------------------------------------------
- Manage installation and rollout of inventory Perform
--------------------------------------------------------------------------------------------
- Manage/Move/Add/Change or technology refresh of in scope inventory Perform
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
3.7 DOCUMENTATION CGI UCAR
--------------------------------------------------------------------------------------------
- Maintain existing user, site, network, configuration, license and Perform Approve
equipment documentation as agreed by the parties.
--------------------------------------------------------------------------------------------
Maintain existing documentation of all IT systems, including at a Perform Approve
minimum:
- Technical program specifications for each module of code,
including source code
- Descriptive and diagrammatic definition of the logical physical
database design
- Procedure manuals suitable for Users
- Operations manuals
--------------------------------------------------------------------------------------------
Maintain existing documentation that is: Perform Approve
- Presented to a standard agreed with UCAR in terms of its
presentation, accuracy and scope
- The most current and up-to-date versions available
- In English and French languages (as required in Europe)
--------------------------------------------------------------------------------------------
Produce and distribute changes to user documentation concurrent with Perform
software changes
--------------------------------------------------------------------------------------------
- Supply revisions at no additional cost to UCAR except as related Perform
to Tier III Projects
--------------------------------------------------------------------------------------------
- Audit documentation Perform
--------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------
3.8 CHANGE MANAGEMENT PROCESS
CGI will apply its change management process as will be defined within the
Operational Framework. The change management process ensures that:
A-4
o A Change Management Committee will be created as identified in Section 8.2
(Change Management Committee) of the Agreement;
o Each change must be supported by an impact analysis and a roll-back plan
to minimize potential interruptions related to the introduction of a
change in Production, unless otherwise agreed to by the Change Management
Committee;
o Change Requests are reported in the monthly management report given to
UCAR, highlighting Change Requests implemented, completed, those still
active and those planned over the next period;
o On an ongoing basis, identified Change Requests are registered by CGI,
tagged with a priority level by UCAR and will remain open until they are
completed;
o A formal escalation procedure is defined and is strictly adhered to; and,
o Outstanding Change Requests are reviewed at the Change Management
Committee.
4.0 OPERATION SERVICES (TIER I)
4.1 GENERAL
Allocation of UCAR and CGI's responsibilities in the delivery of Operations
Services is described hereinafter.
4.2 SERVICES PROVIDED
For Operation Services, CGI will:
o PARTICIPATE IN CHANGE MANAGEMENT PROCESS
o PROVIDE DAY TO DAY OPERATIONAL AND TECHNICAL SUPPORT FOR THE
PRODUCTION AND TEST ENVIRONMENTS FOR THE COMPUTER SYSTEM.
o PROVIDE PRODUCTION SERVICES
o PROVIDE UCAR WITH A SINGLE POINT OF CONTACT HELP DESK
o MANAGE PRODUCTION SCHEDULING
o PERFORM BACKUP ACTIVITIES OF THE PRODUCTION ENVIRONMENTS
o UPON COMPLETION AND MUTUAL ACCEPTANCE OF TARGET SERVICE
LEVELS (BY END OF TRANSITION PERIOD) MEET THOSE TARGET SERVICE
LEVELS
o PERFORM PROBLEM IDENTIFICATION AND RECTIFICATION
o PERFORM CHANGE REQUESTS TO OPERATION SERVICES
More specifically, for each of the Operation Services listed above, the
responsibilities are as follows:
-----------------------------------------------------------------------------------------------
4.2.1 CHANGE AND PROBLEM MANAGEMENT CGI UCAR
-----------------------------------------------------------------------------------------------
- Prioritize Change Requests Assist Perform
-----------------------------------------------------------------------------------------------
- Assign staff to change management committee Perform Perform
-----------------------------------------------------------------------------------------------
- Approve (VETO) change to production environments Perform
-----------------------------------------------------------------------------------------------
- Take ownership of Change Request Perform
-----------------------------------------------------------------------------------------------
- Maintain accurate change and problem logs Perform
-----------------------------------------------------------------------------------------------
A-5
- Develop impact analysis of changes Perform
-----------------------------------------------------------------------------------------------
- Develop change implementation plan Perform
-----------------------------------------------------------------------------------------------
- Develop fallback plan Perform
-----------------------------------------------------------------------------------------------
- Report problems to the help desk Perform Perform
-----------------------------------------------------------------------------------------------
- Notify UCAR of malfunctions or errors Perform
-----------------------------------------------------------------------------------------------
- Initiate and follow escalation procedures Perform Assist
-----------------------------------------------------------------------------------------------
- Approve problem severity definition Assist Perform
-----------------------------------------------------------------------------------------------
- Coordinate and manage the vendors under the Assigned Contracts and Perform
the Retained Contracts
-----------------------------------------------------------------------------------------------
- Approve problem closure Perform
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.2 ESCALATION PROCEDURES CGI UCAR
-----------------------------------------------------------------------------------------------
- Develop Escalation Procedures. Perform Assist
-----------------------------------------------------------------------------------------------
- Approve Escalation Procedures Approve
-----------------------------------------------------------------------------------------------
- Track and manage the resolution of all Escalated Incidents. Perform Approve
Assist
-----------------------------------------------------------------------------------------------
- Where required, resolve Escalated Incidents. Perform
-----------------------------------------------------------------------------------------------
- Document Escalated Incidents. Perform
-----------------------------------------------------------------------------------------------
- Advise the User of any changes to original Resolution Period and Perform
the Resolution Process.
-----------------------------------------------------------------------------------------------
- Report Escalated Incidents as part of the normal Help Desk Perform
reporting.
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.3 COMPUTER SYSTEMS OPERATIONS AND SUPPORT CGI UCAR
-----------------------------------------------------------------------------------------------
4.2.3.1 GENERAL
-----------------------------------------------------------------------------------------------
- Preliminary approval by CGI Tier I manager of any changes to the Perform
Production Environment
-----------------------------------------------------------------------------------------------
- Provide final approval to all Change Requests Perform
-----------------------------------------------------------------------------------------------
- Provide the maintenance window each month if required and as Perform Assist
specified in Schedule J
-----------------------------------------------------------------------------------------------
- Manage and co-ordinate all support activities with vendors under Perform
the Assigned Contracts and Retained Contracts to limit operational
conflicts
-----------------------------------------------------------------------------------------------
- Provide continuous and stable power, and adhere to industry Perform
environmental standards to and for the physical infrastructures
supporting UCAR networks at UCAR Sites
-----------------------------------------------------------------------------------------------
- Monitor supported system log files Perform
-----------------------------------------------------------------------------------------------
- Monitor and maintain supported Hardware, System Software, and Perform
Application Software defined in Schedules D and F
-----------------------------------------------------------------------------------------------
- Install new releases, updates and patches for System Software Perform Approve
issued by 3rd parties under the Change Request allocations
-----------------------------------------------------------------------------------------------
- Provide for and administer third party, warranty, maintenance and Perform
support under the Assigned Contracts and the Retained Contracts
-----------------------------------------------------------------------------------------------
- Operate system equipment according to schedule and service level Perform
requirements
-----------------------------------------------------------------------------------------------
- Perform restarts Perform
-----------------------------------------------------------------------------------------------
- Execute escalation procedures for malfunctions and failures Perform
-----------------------------------------------------------------------------------------------
- Test new software and upgrades previously approved for Perform
compatibility with baseline/current configuration
-----------------------------------------------------------------------------------------------
A-6
- Prepare Change Request for Hardware and Application Software Perform Approve
upgrades
-----------------------------------------------------------------------------------------------
- Perform system software recovery, problem analysis, resolution, and Perform
reporting
-----------------------------------------------------------------------------------------------
- Provide technical support as needed to resolve problems Perform
-----------------------------------------------------------------------------------------------
- Manage user passwords and profiles Perform
-----------------------------------------------------------------------------------------------
- Support security mechanisms Perform
-----------------------------------------------------------------------------------------------
- Support and manage Local Area Network devices Perform
-----------------------------------------------------------------------------------------------
- Manage and control system configuration Perform
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.3.2 PERFORMANCE TUNING & MANAGEMENT FOR AS400
-----------------------------------------------------------------------------------------------
- Monitor statistics such as DASD usage, CPU utilization for Perform
Production Servers
-----------------------------------------------------------------------------------------------
- Review configuration Perform
-----------------------------------------------------------------------------------------------
- Review usage Perform Assist
-----------------------------------------------------------------------------------------------
- Define indicators to monitor Perform Assist
-----------------------------------------------------------------------------------------------
- Establish production environment thresholds to maintain service Perform Approve
levels and provide exception reporting where required
-----------------------------------------------------------------------------------------------
- Perform tuning based on above information Perform
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.3.3 PERFORMANCE & CAPACITY PLANNING
-----------------------------------------------------------------------------------------------
- Manage system performance and capacity Perform
-----------------------------------------------------------------------------------------------
- Trend data required to validate the capacity planning exercise Perform
-----------------------------------------------------------------------------------------------
- Monitor and document work loads Perform
-----------------------------------------------------------------------------------------------
- Evaluate future impacts of Projects Perform Approve
-----------------------------------------------------------------------------------------------
- Deliver an annual performance and capacity plan to reflect UCAR's Perform Assist
anticipated Computer Systems growth Approve
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.3.4 ADMINISTRATION & MANAGEMENT
-----------------------------------------------------------------------------------------------
- Identify and respond to abnormal job termination Perform
-----------------------------------------------------------------------------------------------
- Register users, issue mail Ids, issue SecureID tokens Perform Assist
Approve
-----------------------------------------------------------------------------------------------
- Manage user Ids and accounts Perform
-----------------------------------------------------------------------------------------------
- Assign and change user passwords Perform
-----------------------------------------------------------------------------------------------
- Create, maintain and delete user profiles Perform Assist
Approve
-----------------------------------------------------------------------------------------------
- Create and modify user login scripts Perform
-----------------------------------------------------------------------------------------------
- Control the amount of user disk space Perform
-----------------------------------------------------------------------------------------------
- Maintain existing documentation for the Induction process for Perform Approve
computer systems
-----------------------------------------------------------------------------------------------
- Execute the induction process for each new UCAR User. Perform
-----------------------------------------------------------------------------------------------
- Participate in Health & Safety orientation and meetings, as Perform
appropriate
-----------------------------------------------------------------------------------------------
- Provide Health & Safety orientation to IT contractors at UCAR Assist Perform
locations (to current levels)
-----------------------------------------------------------------------------------------------
A-7
-----------------------------------------------------------------------------------------------
4.2.3.5 IMACS (PERSONAL COMPUTING DEVICES, TELCO, DISTRIBUTED PRINTERS
/ SERVERS)
-----------------------------------------------------------------------------------------------
- Scheduling of IMACs Perform Approve
-----------------------------------------------------------------------------------------------
- Planning and coordinating the execution of Install, Move, Add and Perform
Change
-----------------------------------------------------------------------------------------------
- Coordination of site preparation Assist Perform
-----------------------------------------------------------------------------------------------
- Installation of system unit Perform
-----------------------------------------------------------------------------------------------
- Pre-delivery preparation Perform
-----------------------------------------------------------------------------------------------
- Local Pre-delivery preparation Perform
-----------------------------------------------------------------------------------------------
- Desk side Pre-delivery preparation Perform
-----------------------------------------------------------------------------------------------
- Data Move Perform
-----------------------------------------------------------------------------------------------
- Data Conversion as specified and funded in Change Request Process Perform Approve
-----------------------------------------------------------------------------------------------
- Ad hoc User orientation at system installation, as specified and Perform Approve
funded in Change Request Process
-----------------------------------------------------------------------------------------------
- De-installation of system unit Perform
-----------------------------------------------------------------------------------------------
- Data erasure upon retirement, removal or change of a Computer Perform Approve
Systems
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.4 PRODUCTION SUPPORT AND SCHEDULING FOR AS400 CGI UCAR
-----------------------------------------------------------------------------------------------
- Approve production schedules Perform
-----------------------------------------------------------------------------------------------
- Execute UCAR-approved production scheduling Perform
-----------------------------------------------------------------------------------------------
- Identify and respond to abnormal job termination Perform
-----------------------------------------------------------------------------------------------
- Provide feedback concerning problems with output jobs Perform
-----------------------------------------------------------------------------------------------
- Monitor and restart regularly scheduled job batches according to Perform
UCAR requirements
-----------------------------------------------------------------------------------------------
- Provide application scheduling support and maintenance Perform
-----------------------------------------------------------------------------------------------
- Provide special production scheduling upon request from UCAR Perform
-----------------------------------------------------------------------------------------------
- Resolve scheduling conflicts Assist Perform
Approve
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.5 BACKUP AND RECOVERY FOR SERVERS (AT UCAR SITES AND CGI SITES) CGI UCAR
-----------------------------------------------------------------------------------------------
- Define backup requirements Assist Perform
-----------------------------------------------------------------------------------------------
- Perform backup schedule to meet requirements Perform
-----------------------------------------------------------------------------------------------
- Perform tape mounting and dismounting Perform
-----------------------------------------------------------------------------------------------
- Perform on-site tape library movements Perform
-----------------------------------------------------------------------------------------------
- Perform off-site tape library movements Perform
-----------------------------------------------------------------------------------------------
- Provide off-site storage and courier services for tapes Perform
-----------------------------------------------------------------------------------------------
- Provide tape and cassette supply requirements Perform Approved
-----------------------------------------------------------------------------------------------
- Provide system recovery services as needed Perform
-----------------------------------------------------------------------------------------------
- Execute backups of data on the local drive of desktops and laptops Perform
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.6 SECURITY CGI UCAR
-----------------------------------------------------------------------------------------------
- Coordinate physical access to UCAR facilities Perform
-----------------------------------------------------------------------------------------------
- Manage and administer logical security access into UCAR Systems Perform
-----------------------------------------------------------------------------------------------
- Implement industry standards for password rotation, access Perform Approve
A-8
privileges, and other security procedures on NT and AS/400 systems
in accordance with UCAR security policies
-----------------------------------------------------------------------------------------------
- Manage application level password rotation, access privileges, and Perform
other security procedures on NT and AS/400 systems
-----------------------------------------------------------------------------------------------
- Manage system level access and privileges on NT and AS/400 Perform
environments
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.7 TECHNICAL HELP DESK SUPPORT CGI UCAR
-----------------------------------------------------------------------------------------------
- Technical (not applications) help desk support for servers, Perform
telecommunications and desktops
-----------------------------------------------------------------------------------------------
- Log, document and categorize calls and accept ownership of each Perform
first level call
-----------------------------------------------------------------------------------------------
- Refer Incidents to 2nd and 3rd level Support Perform
-----------------------------------------------------------------------------------------------
- Provide a Single Point Of Contact (SPOC) for the Services via Perform
current number
-----------------------------------------------------------------------------------------------
- Track problems and coordinate until resolution. Perform
-----------------------------------------------------------------------------------------------
- Document problem resolution. Perform
-----------------------------------------------------------------------------------------------
- Identify recurring problems and escalate. Perform
-----------------------------------------------------------------------------------------------
- Escalate problems that are not resolved during initial call. Perform
-----------------------------------------------------------------------------------------------
- Provision of emergency support outside normal business hours as Perform Approve
defined in Schedule J.
-----------------------------------------------------------------------------------------------
- Train Help Desk staff Perform
-----------------------------------------------------------------------------------------------
- Notify users of system availability (scheduled and unscheduled) Perform
-----------------------------------------------------------------------------------------------
- Measure and Report SPOC performance Perform
-----------------------------------------------------------------------------------------------
- Manage 2nd and 3rd Level support Perform
-----------------------------------------------------------------------------------------------
- Perform problem analysis, trending, reporting and documenting Perform Approve
procedural changes
-----------------------------------------------------------------------------------------------
- Manage escalation or critical situation procedures Perform
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.8 PRINTING (AS/400) CGI UCAR
-----------------------------------------------------------------------------------------------
- Approve printing schedules Perform
-----------------------------------------------------------------------------------------------
- Manage printing according to schedule Perform
-----------------------------------------------------------------------------------------------
- Provide toner, paper, special forms, and envelopes not within Perform
baseline
-----------------------------------------------------------------------------------------------
- Output processing management Perform
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.9 DATA CENTER AND COMPUTER ROOM FACILITIES CGI UCAR
-----------------------------------------------------------------------------------------------
- Physical Facility Management - Data Centre (Applies if located at Assist Perform
UCAR Site)
-----------------------------------------------------------------------------------------------
- Physical Facility Management - Computer Room (Applies if located at Perform Assist
CGI Site)
-----------------------------------------------------------------------------------------------
- Advise UCAR of any required maintenance Perform
-----------------------------------------------------------------------------------------------
- Oversee Data Center or Computer Room maintenance activities Perform Assist
-----------------------------------------------------------------------------------------------
- Maintain a log of maintenance performed to the Data Centre or Perform
Computer Room
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.10 WIDE AREA NETWORK (WAN) OPERATIONS CGI UCAR
-----------------------------------------------------------------------------------------------
- Configure network software and parameters Perform
-----------------------------------------------------------------------------------------------
A-9
- Manage branch site planning, organization and operation for Perform Assist
telecommunications Approve
-----------------------------------------------------------------------------------------------
- Ensure integrity and performance of WAN connection Perform
-----------------------------------------------------------------------------------------------
- Manage and administer third party, warranty, maintenance and Perform
support under the Assigned Contracts and the Retained Contracts
for network services
-----------------------------------------------------------------------------------------------
- Perform telecommunications system maintenance schedule in Perform
accordance with vendor's requirements
-----------------------------------------------------------------------------------------------
- Perform restarts Perform Assist
-----------------------------------------------------------------------------------------------
- Execute escalation procedures for malfunctions and failures Perform
-----------------------------------------------------------------------------------------------
- Prepare Change Request for Hardware and Software upgrades Perform Approve
-----------------------------------------------------------------------------------------------
- Establish and maintain virus protection practices that are at least Perform
consistent with current practices
-----------------------------------------------------------------------------------------------
- Provide technical support as needed to resolve WAN problems Perform
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.11 VOICE OPERATIONS CGI UCAR
-----------------------------------------------------------------------------------------------
- Configure PBX software and parameters Perform
-----------------------------------------------------------------------------------------------
- PBX reporting, bill audits, usage reports, and refund tracking. Perform
-----------------------------------------------------------------------------------------------
- Responsibility for all long-distance telephone charges, including Perform
help desk calls
-----------------------------------------------------------------------------------------------
- Manage and administer third party, warranty, maintenance and Perform
support under the Assigned Contracts and the Retained Contracts for
network services
-----------------------------------------------------------------------------------------------
- Provide Change Requests for IMAC support for voice services Perform Assist
including PBX and Cell Phones changes Approve
-----------------------------------------------------------------------------------------------
- Perform restarts Perform
-----------------------------------------------------------------------------------------------
- Execute escalation procedures for malfunctions and failures Perform
-----------------------------------------------------------------------------------------------
- Perform PBX recovery Perform
-----------------------------------------------------------------------------------------------
- Provide 1st level technical support as needed Perform
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.12 TECHNOLOGY REFRESH CGI UCAR
-----------------------------------------------------------------------------------------------
- Hardware (other than desktop) and System Software (other than Assist Perform
desktop) Refresh
-----------------------------------------------------------------------------------------------
- Procurement responsibility Perform Assist
-----------------------------------------------------------------------------------------------
- Financial Responsibility Perform
-----------------------------------------------------------------------------------------------
- Desktop Refresh Perform Assist
-----------------------------------------------------------------------------------------------
- Procurement responsibility Perform
-----------------------------------------------------------------------------------------------
- Financial Responsibility Perform
-----------------------------------------------------------------------------------------------
- Annual Refresh rate of 15% as per PC Refreshment Cycle Chart Perform
-----------------------------------------------------------------------------------------------
- PC's to have useable life for 6.66 years Perform
-----------------------------------------------------------------------------------------------
- Power users, as defined by UCAR, will be refreshed every Perform
24-months
-----------------------------------------------------------------------------------------------
- Regular users will reuse PCs previously used by Power Users Perform
-----------------------------------------------------------------------------------------------
- Manage the refreshment schedule Perform Approve
Assist
-----------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4.2.13 DESKTOP REFRESH ASSUMPTIONS
-------------------------------------------------------------------------------
A-10
- Does not include any Client-Access Licenses for Servers or Server
Applications (e.g. WinNT4, W2Kserver, Exchange 5.5/2000, Netware
User License, etc.)
-------------------------------------------------------------------------------
- Does not include removable media costs
-------------------------------------------------------------------------------
- Desktop Software and Hardware (as identified below) are purchased
and remain in CGI's name
-------------------------------------------------------------------------------
- Standard Manufacturer warranty for PCs/Laptops for 3-years from
date of purchase
-------------------------------------------------------------------------------
- Desktops vs. Laptops (US = 60% Desktops, 40% Laptops and in
Europe = 70% Desktops, 30% Laptops
-------------------------------------------------------------------------------
- No PC growth rate factored into 10-year contract
-------------------------------------------------------------------------------
- No provisions for removing desktops and laptops prior to
6.66 year lifespan
-------------------------------------------------------------------------------
- Shipping and handling charges are not included
-------------------------------------------------------------------------------
- Price does not include any software other than Microsoft desktop
operating system and Microsoft Office 2000 Professional
-------------------------------------------------------------------------------
- Initial Target Desktop Model* - Initial Target Laptop/Notebook Model*
- Pentium III 866Mhz - Pentium III 850Mhz
- 256MB Memory - 256MB Memory
- 20Gb HD - 20Gb HD
- CD-ROM - CD-ROM
- 250Mb Zip Drive - PCMCIA Modem
- 10/100Mb Ethernet NIC (Token-Ring - Docking Station with Integrated
at additional cost) 10/100Mb Ethernet NIC (Token-Ring
- Windows 98 SE (US) / Windows NT at additional cost)
(Europe) - Windows 98 SE (US) / Windows NT
- MS Office 2000 Professional (Europe)
- MS Office 2000 Professional
-------------------------------------------------------------------------------
* Models for future refreshes will be mutually agreed and are expected to be
substantially equivalent in price to the Initial Target Models and "one
generation back" in terms of performance and capacity (for instance, if
"state-of-the-art" processing speed is one gigahertz then "one generation
back" for purposes of the Model will be 866Mhz).
-------------------------------------------------------------------------------
- PC REFRESHMENT CYCLE CHART FOR 951 PCS --10 YEARS
-------------------------------------------------------------------------------
CONTRACT YEAR
-------------------------------------------------------------------------------
1 2 3 4 5 6 7 8 9 10
-------------------------------------------------------------------------------
U.S.
- DESKTOP 76 76 76 76 76 76 76 76 76 76
- LAPTOP 20 20 20 20 20 20 20 20 20 20
-------------------------------------------------------------------------------
FRANCE
- DESKTOP 43 43 43 43 43 43 43 43 43 43
- LAPTOP 7 7 7 7 7 7 7 7 7 7
-------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
4.2.14 OUT-OF-SCOPE UCAR LOCATIONS CGI UCAR
-----------------------------------------------------------------------------------------------
These services will be provided in support of UCAR locations that are Assist Perform
not UCAR Sites, as these services were provided in support of those
locations by the In-Scope Personnel as of the Commencement Date. CGI
will not be financially responsible for any lease, license or maintenance
fees for software or hardware located at any UCAR location that is not a
UCAR Site. CGI will be entitled to reimbursement for travel and travel
related expenses incurred at the request of UCAR to provide any services
A-11
while physically at any such UCAR location. (CGI will be responsible for
its personnel's travel and travel related expenses to attend the types
of UCAR IS/IT meetings that the In-Scope Personnel attended prior to
the Commencement Date.)
-----------------------------------------------------------------------------------------------
- The help desk services described in Section 4.2.7 of this Schedule Perform
-----------------------------------------------------------------------------------------------
- Establish server standards for all UCAR locations Perform Approve
-----------------------------------------------------------------------------------------------
- Monitor compliance with the established server standards Perform
-----------------------------------------------------------------------------------------------
- The WAN Operations services described in Section 4.2.10 of this Perform
Schedule
-----------------------------------------------------------------------------------------------
5.0 APPLICATION SOFTWARE SUPPORT (TIER II)
5.1. GENERAL
This Section describes the roles and responsibilities related to the activities
performed by the parties for Application Software Support.
5.2 SERVICES PROVIDED
Application Software Support Services require CGI to:
o Provide maintenance and enhancements for applications while in production;
o Respond to the trouble tickets;
o Meet agreed upon Target Service Levels;
o Participate in the change management process;
o Correction of a problem or a defect which is defined as a situation in
which Application Software does not perform according to Target Service
Levels; or as designated in the project design document;
o Perform Change Requests to Application Software (note that, as defined in
the Agreement, certain Application Software Support activities will be
treated as a Tier III Project).
More specifically, for the Application Software Support Services,
responsibilities are as follows:
-----------------------------------------------------------------------------------------------
5.2.1 APPLICATION MAINTENANCE MANAGEMENT CGI UCAR
-----------------------------------------------------------------------------------------------
- Prioritize Change Requests Assist Perform
-----------------------------------------------------------------------------------------------
- Maintain an updated log of Change Requests Perform Assist
-----------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
5.2.2 CHANGE AND PROBLEM MANAGEMENT CGI UCAR
------------------------------------------------------------------------------------------------
- Prioritize Change Requests Perform
------------------------------------------------------------------------------------------------
- Prepare release schedule Perform Approve
------------------------------------------------------------------------------------------------
- Assign staff to change management committee Perform Perform
------------------------------------------------------------------------------------------------
- Approve (VETO) change to production environments Perform
------------------------------------------------------------------------------------------------
- Take ownership of Change Request Perform
------------------------------------------------------------------------------------------------
- Maintain accurate change and problem logs Perform
------------------------------------------------------------------------------------------------
A-12
- Develop impact analysis of changes Perform
------------------------------------------------------------------------------------------------
- Develop change implementation plan Perform
------------------------------------------------------------------------------------------------
- Develop fall - back plan Perform
------------------------------------------------------------------------------------------------
- Report problems and problem status to the help desk Perform Perform
------------------------------------------------------------------------------------------------
- Notify UCAR of malfunctions or errors Perform
------------------------------------------------------------------------------------------------
- Initiate and follow escalation procedures Perform
------------------------------------------------------------------------------------------------
- Assign problem severity Perform
------------------------------------------------------------------------------------------------
- Coordinate 3rd party vendor activities to resolve Perform
malfunctions or errors
------------------------------------------------------------------------------------------------
- Approve problem closure Perform
------------------------------------------------------------------------------------------------
- Manage Application Software Inventory Perform
------------------------------------------------------------------------------------------------
- Maintain current Application Software source code Perform Assist
------------------------------------------------------------------------------------------------
-------------------------------------------------------------- --------------------- -----------
5.2.3 PRODUCTION SUPPORT CGI UCAR
-------------------------------------------------------------- --------------------- -----------
- Notify Help Desk of application problems Perform Perform
-------------------------------------------------------------- --------------------- -----------
- Isolate and identify application fixes and the estimated Perform
time required to repair.
-------------------------------------------------------------- --------------------- -----------
- Co-ordinate with end-users to assist CGI in isolating Perform Perform
and identifying application problems
-------------------------------------------------------------- --------------------- -----------
- Develop and implement work-around's to application Perform
problems
-------------------------------------------------------------- --------------------- -----------
- Keep CMO informed of actions taken to resolve defects Perform
-------------------------------------------------------------- --------------------- -----------
- Detect and arrange correction of latent faults or Perform
potential production problems
-------------------------------------------------------------- --------------------- -----------
- Detect and recommend improvements to application quality Perform
and efficiency
-------------------------------------------------------------- --------------------- -----------
- Configure applications to accommodate minor hardware and Perform
software changes
-------------------------------------------------------------- --------------------- -----------
- Provide assistance to Tier I application activities as Perform
required
-------------------------------------------------------------- --------------------- -----------
- Implement changes to parameter driven tables as Perform
requested by UCAR
-------------------------------------------------------------- --------------------- -----------
-------------------------------------------------------------- --------------------- -----------
5.2.4 MAINTENANCE AND APPLICATION SUPPORT CGI UCAR
-------------------------------------------------------------- --------------------- -----------
- When CGI experiences conflict prioritize work on Perform
application problems
-------------------------------------------------------------- --------------------- -----------
- Use reasonable commercial efforts to promptly rectify Perform
all material problems with the applications
-------------------------------------------------------------- --------------------- -----------
- Implement all changes into Production Perform Approve
-------------------------------------------------------------- --------------------- -----------
- Keep CMO updated as to progress of Enhancements into Perform
Production
-------------------------------------------------------------- --------------------- -----------
- CGI will modify, test and manage version control changes Perform
requested by UCAR
-------------------------------------------------------------- --------------------- -----------
- Provide maintenance & support services to enable Perform
operation of applications according to their
A-13
documentation, specifications and including the then
current performance specifications
-------------------------------------------------------------- --------------------- -----------
- Corrective maintenance Perform
-------------------------------------------------------------- --------------------- -----------
- Preventive maintenance Perform
-------------------------------------------------------------- --------------------- -----------
- Adaptive maintenance Perform
-------------------------------------------------------------- --------------------- -----------
- Install new releases, updates and patches issued by 3rd Perform Approve
parties under the Change Request allocations
------------------------------------------------------------------------------------------------
- Operational performance monitoring Perform Assist
------------------------------------------------------------------------------------------------
- Service management (end to end including Root Cause Perform
Analysis)
------------------------------------------------------------------------------------------------
- Software migration and monitoring Perform
------------------------------------------------------------------------------------------------
- Application improvements under the Change Request Perform Approve
allocation
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
5.2.5 ENHANCEMENT SUPPORT CGI UCAR
------------------------------------------------------------------------------------------------
- Prioritize Enhancements Assist Perform
------------------------------------------------------------------------------------------------
- Provide requirements for Enhancements Perform
------------------------------------------------------------------------------------------------
- Implement all changes into Production Perform Approve
------------------------------------------------------------------------------------------------
- Update list of Enhancements Perform
------------------------------------------------------------------------------------------------
- Keep CMO updated as to progress of Enhancements into Perform
Production
------------------------------------------------------------------------------------------------
A-14
SCHEDULE B
TIER III PROJECT METHODOLOGY
SECTION 1 - GENERAL
CGI will undertake only those Tier III Projects authorized by the Change
Management Committee according to UCAR strategic direction and on the basis of a
business case.
The determination of efforts and pricing will always take into account two
factors: - An evaluation of the complexity of both the project and its
components; - An estimate of efforts required.
CGI will estimate efforts and pricing for Tier III Projects as follows:
- - When the entire Tier III Project efforts and pricing can be determined
precisely, CGI will commit itself to deliver the Tier III Project on a fixed
bid as per Tier III Project mandate.
- - When the entire Tier III Project efforts and pricing cannot be determined
precisely:
o CGI will rely as much as possible on similar projects as a guideline.
o Total effort and pricing estimates will be provided to UCAR for budgetary
purposes.
o CGI will attempt to break the Tier III Project into phases in order to
provide a fix bid.
o CGI will confirm effort and pricing in subsequent phases as detailed in
the Tier III Project mandate and commit itself to deliver the remainder of
the Tier III Project on a fixed bid.
o Until a fixed bid is agreed, Tier III Projects will be charged at the Tier
III Project Rates.
Resources will be assigned on a project basis. At the end of each Tier III
Project, the project team will be dismantled. When applicable, Application
Software Support activities will be carried out by CGI's Application Software
Support Tier II team according to the Tier III Project specifications and fees
established in connection with the Tier III Project.
Each Tier III Project shall identify the depreciation period of capital cost and
shall stipulate capital cost recovery mechanism should early termination of the
Agreement occur.
SECTION 2 - RESPONSIBILITIES
Each party's responsibilities for the Tier III Projects Services are as follows:
- -----------------------------------------------------------------------------------------------
2.1 PROGRAM MANAGEMENT RESPONSIBILITIES CGI UCAR
- -----------------------------------------------------------------------------------------------
- - Review periodically with UCAR needs related to major development Perform Perform
activities.
- -----------------------------------------------------------------------------------------------
- - Prepare business case for new Tier III Projects according to UCAR Assist Perform
guidelines
- -----------------------------------------------------------------------------------------------
- - Authorize and Approve all information system investments. Perform
- -----------------------------------------------------------------------------------------------
B-1
- - Maintain Tier III Project specific status reports Perform
- -----------------------------------------------------------------------------------------------
- - Maintain IT Steering Committee status reports Perform
- -----------------------------------------------------------------------------------------------
- - Conduct regular reviews of status of Tier III Projects. Perform Perform
- -----------------------------------------------------------------------------------------------
- - Manage priority of Tier III Projects. Assist Perform
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
2.2 BUSINESS SYSTEM RESPONSIBILITIES CGI UCAR
- -----------------------------------------------------------------------------------------------
- - Obtain approval to initiate a Tier III Project. Assist Perform
- -----------------------------------------------------------------------------------------------
- - Conduct Tier III Project post-implementation review where Perform Assist
appropriate.
- -----------------------------------------------------------------------------------------------
- - Redesign business processes to facilitate Tier III Project Assist Perform
implementation.
- -----------------------------------------------------------------------------------------------
- - Provide UCAR Business Units resources to Tier III Projects as Perform
specified in the Tier III Project Management Plan.
- -----------------------------------------------------------------------------------------------
- - Manage and maintain professional expertise required to respond to Perform
the needs of UCAR service departments users (e.g. recruitment,
training, performance appraisal).
- -----------------------------------------------------------------------------------------------
- - Define functional and technological requirements to support UCAR Perform Assist
needs.
- -----------------------------------------------------------------------------------------------
- - Identify training needs and ensure that they are included in the Perform
Tier III Project Management Plan
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
2.3 OPERATIONS RESPONSIBILITIES CGI UCAR
- -----------------------------------------------------------------------------------------------
- - Coordinate information systems activities required by the Tier III Perform
Project.
- -----------------------------------------------------------------------------------------------
- - Define technology architecture of Tier III Projects according to Perform Assist
UCAR standards. Approve
- -----------------------------------------------------------------------------------------------
- - Provide Tier III Project efforts and pricing including third-party Perform
fees, and resulting changes to the Base Services.
- -----------------------------------------------------------------------------------------------
- - Define the delivery strategy as well as development tools Perform Approve
required for each Tier III Project in accordance with UCAR
standards.
- -----------------------------------------------------------------------------------------------
- - Assign resources to Tier III Project delivery; Perform
- -----------------------------------------------------------------------------------------------
- - Deliver Tier III Projects. Perform
- -----------------------------------------------------------------------------------------------
- - Manage Tier III Projects based on CGI's Tier III Project Perform
Management Framework
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
2.4 THIRD PARTY TIER III PROJECTS CGI UCAR
- -----------------------------------------------------------------------------------------------
- - Integrate approved 3rd party projects Perform Approve
- -----------------------------------------------------------------------------------------------
- - Develop Tier III Project Charter Perform Approve
- -----------------------------------------------------------------------------------------------
B-2
SECTION 3 - TIER III PROJECT ORGANIZATION STRUCTURE
[CHART INTENTIONALLY OMITTED]
The following diagram presents the relationships between CGI and UCAR when a
Tier III Project is undertaken.
3.1 Tier III Project steering committee
A group of representatives from UCAR and CGI that work with or direct
the project authority on a Project-by-Project basis:
- sets the Tier III Project guidelines within scope;
- ensures that the requirements are consistent with UCAR corporate
directions;
- approves the Tier III Project strategies.
3.2 Tier III Project authority
A UCAR representative (may be the business analyst) who:
- is responsible for delivering the Tier III Project;
- approves the Tier III Project mandate;
- develops the integrated Tier III Project plan (includes
activities for user team and delivery team);
- obtains Tier III Management Committee approval;
- oversees the integrated Tier III Project plan;
- maintains liaison with CGI over the course of the Tier III
Project;
- ensures the cooperation of UCAR resources assigned to the Tier
III Project;
- ensures that approval for architecture is obtained;
- establishes procedures for working and communicating with users;
- approves Tier III Project deliverables and changes within scope;
- conducts and approves system integration test and authorizes
release of holdback payment;
- ensures the implementation of the user team plan.
3.3 User team
A team of UCAR users that:
- reconciles the needs of the various user groups;
- participates in user acceptance testing of the Tier III Project;
- validates the content of the deliverables produced by the
Tier III Project team;
- develops and executes the plan for user activities including
training.
3.4 Tier III Project director
A CGI manager who:
- is responsible to UCAR for managing all contractual aspects
of the Tier III Project;
B-3
- may serve on the project steering committee when necessary;
- attends the project steering committee meetings;
- participates more actively in monitoring the project by chairing
the milestone review meetings.
3.5 Tier III Project manager
A CGI consultant who:
- reports to the project authority;
- develops the Project charter and PMP;
- oversees the CGI activities;
- maintains the integrated Tier III Project plan;
- acts as the CGI Project team's contact with the UCAR internal
Project team;
- ensures that the necessary management procedures are
implemented;
- keeps the Tier III Project on time, on budget and within
the scope as approved by the Tier III Management Committee
and escalates deviation;
- manages the service delivery team.
- assumes responsibility for the activities described in Section
3.4, if a Project director is not assigned to a particular
Tier III Project.
3.6 Quality Assurance
A CGI team that may include UCAR user representatives that ensures that
Tier III Project deliverables are consistently delivered through the
life cycle of the Tier III Project in adherence to UCAR standards and to
CGI's IS09001 Tier III Project Management Framework standards, including
but not limited to the verification of unit, systems integration and
user acceptance testing.
3.7 Delivery team
A CGI team that may include UCAR representatives that delivers the Tier
III Project according to the integrated Tier III Project plan.
B-4
4. TIER III PROJECT CHARTER
Both parties shall jointly develop a Tier III Project charter "Tier III
Project Charter" in response to UCAR's request for a Tier III Project.
The objective is to gain a better insight on the scope and complexity of
the request such that a PMP can be completed with a high degree of
confidence. A timeframe to deliver the Tier III Project Charter will be
established to the agreement of both parties. The following represents
the table of contents of a typical Tier III Project Charter:
1. CHARTER DESCRIPTION
2. TIER III PROJECT
2.1. Scope of the project
2.2. Objectives of the project
2.3. Project deliverables
3. TIER III PROJECT CHARACTERISTICS
3.1. Assessment of risk
3.2. Benefits to the organization
3.3. Brief assessment of alternatives
4. TIER III PROJECT MANAGEMENT
4.1. Functional structure of the Tier III Project
4.2. Resource requirements
4.3. Roles and responsibilities of the Tier III Project
participants
5. TIER III PROJECT MANAGEMENT PROCEDURES
5.1. Tier III Project tracking
5.2. Communication
5.3. Outstanding item tracking
5.4. Deliverables validation and approval
5.5. Quality assurance
6. TIER III PROJECT SCHEDULE
B-5
5. TIER III PROJECT MANAGEMENT PLAN
At the beginning of any Tier III Project, CGI shall develop a project
mandate for each Tier III Project. The content of this deliverable shall
include the following topics.
1. MANDATE DESCRIPTION
2. TIER III PROJECT
2.1 Scope of the Tier III Project
2.2 Tier III Project deliverables
2.3 Pricing, payment and capital cost recovery
schedule and authorization signature
3. TIER III PROJECT MANAGEMENT
3.1 Functional structure of the Tier III Project
3.2 Roles and responsibilities of the Tier III Project
participants
3.3 Benefits recovery schedule
4. TIER III PROJECT MANAGEMENT PROCEDURES
4.1 Tier III Project tracking
4.2 Communication
4.3 Management of change request
4.4 Outstanding item tracking
4.5 Deliverables validation and approval
4.6 Quality assurance
4.7 Risk management
4.8 Configuration management
4.9 System acceptance before production
4.10 Performance standards
5. TIER III PROJECT SCHEDULE
APPENDICES
Appendix A: Tier III Project estimates and pricing
Appendix B: Request for review and approval of a deliverable form
Appendix C: Deliverables out for review and approval log
Appendix D: Outstanding items form
Appendix E: Outstanding items log
Appendix F: Request for change form
Appendix G: Request for changes log
Appendix H: Compliance checklist
B-6
6. OVERVIEW OF CGI'S TIER III PROJECT MANAGEMENT FRAMEWORK (PMF)
The objectives of CGI's Tier III Project Management Framework (PMF) are
as follows:
a) To define a set of generic methods and techniques that can be
easily adapted to each Tier III Project;
b) To provide CGI and the customer the level of consistency needed
to ensure quality applications;
c) To provide a standard approach that, once learned, makes Tier III
Project management easier to apply.
The PMF includes the following management areas and general activities.
Each is further described in the framework in terms of responsibilities,
process charts, procedures, policies and directives as well as regional
administrative procedures. The parties agree that the following table of
contents represents the elements identified in the PMF and the parties
further agree that the application of the PMF is dependent on the nature
of each Tier III Project's distinct requirements and associated
deliverables.
1) Preparing the Proposal
o Analyze the Request for Proposal
o Organize the preparation activity
o Arrange for subcontractors
o Prepare the bid for subcontractors
o Prepare the proposal for the customer
o Review and approve the proposal
o Sign the proposal and the bid
2) Preparing Contracts
o Draft a contract with the UCAR
o Check contracts proposed by subcontractors
o Obtain CGI approval and signatures
o Obtain the UCAR's signature
o Open a CGI Tier III Project file
3) Initiating the Tier III Project (produces the PMP)
o Understand and define the Tier III Project
o Prepare the Tier III Project work plan
o Define the organizational structure
o Define the management process
o Assign the development team
o Prepare the Tier III Project Management Plan
o Prepare the development budget
o Hold the milestone review
o Put the Tier III Project organization in place
4) Conducting the Tier III Project
o Manage schedules and budgets
o Conduct the Tier III Project
o Track deliverables
B-7
o Manage outstanding items
o Manage change requests
o Manage billing
o Prepare reports
o Milestone reviews (held at the end of the
following steps: architecture, functional design,
construction, system testing)
5) Closing the Tier III Project
o Prepare the transition plan
o Prepare release plan
o Tier III Project assessment (UCAR)
o Post-Project evaluation of consultants
o Update consultant's resumes
o Project assessment (CGI)
6) Management Areas
o Scope
o Configuration
o Quality
o Time
o Cost
o Risk
o Human resources
o Communications
7) Reference Documents
o CGI Operations Management Framework
o CGI standard contract
o Guide to estimation techniques
o Software quality assurance plan
o UCAR satisfaction assessment program (CSAP)
o Progress report
o Risk analysis methodology
8) Forms and Formats
o Templates and report forms available in Word format
B-8
SCHEDULE C
J.D. EDWARDS PROJECT
BUSINESS SOLUTIONS THROUGH INFORMATION TECHNOLOGY[TM]
GLOBAL
JDEDWARDS & [TEXT DELETED]
AT UCAR
C-1
REVISION LOG
================================================================================
REVISION DESCRIPTION DATE
- --------------------------------------------------------------------------------
Version 1.0 Draft Proposal [TEXT DELETED]
- --------------------------------------------------------------------------------
Version 1.1 Proposal following review with UCAR [TEXT DELETED]
- --------------------------------------------------------------------------------
Version 1.2 Drafting changes following telephone [TEXT DELETED]
conference with UCAR
- --------------------------------------------------------------------------------
Version 1.3
- --------------------------------------------------------------------------------
Version 1.4
- --------------------------------------------------------------------------------
Version 1.5
================================================================================
C-2
1 TIER III PROJECT......................................................4
1.1 SCOPE OF PROJECT...............................................4
1.2 PROJECT DELIVERABLES...........................................5
2 TIER III PROJECT CHARACTERISTICS......................................9
2.1. IMPLEMENTATION METHODOLOGY.....................................9
2.2. ASSESSMENT OF RISK.............................................9
2.3. UCAR RESPONSIBILITIES..........................................9
2.4. PRICING........................................................10
3 TIER III PROJECT MANAGEMENT...........................................12
3.1. PROPOSED CONCEPTUAL STRUCTURE OF THE CENTRAL TEAM..............12
3.2. RESOURCE REQUIREMENTS..........................................13
3.3. ROLES AND RESPONSIBILITIES OF THE [TEXT DELETED]
PARTICIPANT....................................................14
4 TIER III PROJECT MANAGEMENT PROCEDURES................................16
5.1. PROJECT TRACKING...............................................16
5.2. MANAGING REQUESTS FOR CHANGES..................................16
5.3. TRACKING OUTSTANDING ITEMS.....................................17
5.4. QUALITY ASSURANCE PROCEDURES...................................17
C-3
1 TIER III PROJECT
1.1 Scope of Project
The [TEXT DELETED] project refers to a [TEXT DELETED] and [TEXT DELETED] of
[TEXT DELETED] and [TEXT DELETED] to UCAR locations [TEXT DELETED]. The [TEXT
DELETED] software will require an upgrade to the latest version of either [TEXT
DELETED] or [TEXT DELETED], based on future directions. The project scope
includes consulting services on the implementation of the following modules of
[TEXT DELETED]:
PHASE I:
[TEXT DELETED] - [TEXT DELETED] and [TEXT DELETED]
([TEXT DELETED] to the extent of [TEXT DELETED]
[TEXT DELETED] - [TEXT DELETED] and [TEXT DELETED]
[TEXT DELETED] - [TEXT DELETED] and [TEXT DELETED]
[TEXT DELETED] - [TEXT DELETED]
PHASE II
[TEXT DELETED] - [TEXT DELETED]
The project scope DOES NOT include:
o Neither the software licenses nor any hardware
requirements for the implementation.
o The following JDW modules;
[TEXT DELETED] - [TEXT DELETED]
[TEXT DELETED] - [TEXT DELETED]
o The order processing for [TEXT DELETED] and [TEXT DELETED] requires the
integration of an [TEXT DELETED] software. CGI will not be responsible
of the purchase and installation of the software, but will fully
participate in the integration between the software and JDEdwards, [TEXT
DELETED].
C-4
1.2 Project Deliverables
The following lists the critical deliverables of the implementation:
PHASE I: [TEXT DELETED] WITH [TEXT DELETED]
> [TEXT DELETED] to be completed and tested in [TEXT DELETED] within [TEXT
DELETED] from the [TEXT DELETED].
> [TEXT DELETED] of this [TEXT DELETED] will commence in [TEXT DELETED]
and will cover [TEXT DELETED] in over [TEXT DELETED] ([TEXT DELETED] and
[TEXT DELETED]).
> The [TEXT DELETED] for [TEXT DELETED] and [TEXT DELETED] will take us to
[TEXT DELETED] in approximately [TEXT DELETED] ([TEXT DELETED] and [TEXT
DELETED])
> The [TEXT DELETED], which will be a [TEXT DELETED] in [TEXT DELETED] and
[TEXT DELETED] in [TEXT DELETED], will take approximately [TEXT
DELETED].
PHASE II: [TEXT DELETED]
> [TEXT DELETED] to be completed and tested in [TEXT DELETED] within [TEXT
DELETED] from [TEXT DELETED].
> [TEXT DELETED] of [TEXT DELETED] as per the included timeline
C-5
[TEXT DELETED] AND [TEXT DELETED] PROJECT SCHEDULE
[chart intentionally omitted]
[TEXT DELETED] AND [TEXT DELETED] AND [TEXT DELETED] PROJECT SCHEDULE
[chart intentionally omitted]
C-6
2 [TEXT DELETED]
2.1 Implementation Methodology
> The methodology used in this project will be the [TEXT DELETED]
methodology.
2.2 Assessment of Risk
Several factors can greatly impact the project's success. Any of the following
concerns can influence the timeline unfavorably and can result in missed
milestones.
> Standardized key processes are not yet determined and are imperative at
the start of implementation in order to be carried on to the [TEXT
DELETED] .
> The possibility of [TEXT DELETED] with the knowledge of present data
bases due to the [TEXT DELETED] of [TEXT DELETED].
> Retention of the core project team throughout the project.
> Cohesiveness within the project team in designing the global model.
> Lack of user commitment to the new global model.
> Forfeiting of customized automation on present systems with the design
of the global model.
> Access and availability of UCAR management in the decision making is
vital in completing the project milestones on time.
> Increased modifications to the software due to legal and critical
business requirements may prolong the implementation timeline
To succeed in the worldwide implementation, it is very critical that the
timeline is respected with prompt decision-making and a well-balanced
team.
2.3 UCAR Responsibilities
In the event of a fixed price agreement, any risk(s) occurring
throughout the [TEXT DELETED] and [TEXT DELETED] implementation will
result in missed milestones and may have an impact to the project cost.
The following may subsequently reflect a change or an add-on to the
fixed price agreement between the two parties.
> The implementation of [TEXT DELETED] and [TEXT DELETED] will be based on
[TEXT DELETED]. Any required material modifications to the software
whether individually or collectively will be the responsibility of UCAR.
> The [TEXT DELETED] the [TEXT DELETED] and [TEXT DELETED] of [TEXT
DELETED]. Thus, these [TEXT DELETED] must be determined prior to the
[TEXT DELETED]. Determining any standard business processes during this
stage can prolong this phase, and any added project costs will
subsequently be the responsibility of UCAR.
> The loss of any key members in the UCAR's project team can affect the
project timeline. Any additional costs related to this issue is the
responsibility of UCAR.
C-7
> The executive steering committee must be available for direction and
support. Any decision-making issues brought to the steering committee
must be resolved within 2 business days to avoid prolongation of the
project.
> User acceptance during the roll-out phase is vital to the time allotted
to each site. User acceptance of the new standardized global model
processes and systems is the responsibility of UCAR's change management
manager. Any prolongation to the system implementation at any of UCAR's
sites in relation to user acceptance is the responsibility of UCAR.
> The travel logistics throughout the project's implementation strategy
must be kept to a minimum. Implementation phases (modelling and
rollouts) should be conducted in centralized locations, limiting the
degree of travelling, and hence, travel costs.
2.4 Pricing
Conditional to the completion of the detailed scoping and planning, any
changes resulting in costs increases omitted, on our part, from the
initial scope that is imperative to the implementation project may
reflect additional costs. CGI will [TEXT DELETED] to a [TEXT DELETED] of
[TEXT DELETED] of the [TEXT DELETED]. Costs beyond this [TEXT DELETED]
will be the responsibility of UCAR over and above the UCAR
responsibilities stated herewith.
[TEXT DELETED]
[chart intentionally omitted]
3 TIER III PROJECT MANAGEMENT
3.1 Proposed conceptual structure of the central team
[chart intentionally omitted]
C-8
3.2 Resource requirements
PHASE I: [TEXT DELETED] SOFTWARE WITH [TEXT DELETED]
The [TEXT DELETED] will require [TEXT DELETED] (including [TEXT DELETED])
consisting of [TEXT DELETED], [TEXT DELETED], and [TEXT DELETED].
UCAR will provide a [TEXT DELETED] and [TEXT DELETED] to assist throughout the
implementation process. The plan also considers a commitment of approximately
[TEXT DELETED] throughout the different phases of the project.
During the [TEXT DELETED] of the [TEXT DELETED] implementation [TEXT DELETED]
will be required.
PHASE II: [TEXT DELETED]
The [TEXT DELETED] will require no [TEXT DELETED], but is a prolongation of the
project timeline for an additional [TEXT DELETED].
Over and above these resources, a UCAR [TEXT DELETED] and a UCAR [TEXT DELETED]
should be provided.
3.3 Roles and responsibilities of the [TEXT DELETED] participant
EXECUTIVE STEERING COMMITTEE
> Provide overall project direction and management support
> Resolve major implementation policy decisions/bottlenecks
> Provide resources and management commitment to the project
> Communicate high level status of the project
> Facilitate execution of the project plan
> Resolve resource/issue bottlenecks
> Meets monthly
UCAR PROJECT MANAGER/SPONSOR
> Must have full support of management
> Reports regularly to the Executive Steering Committee
> Collaborate, with the CGI Project Manager, in the resolution of any
disputes that arise during the project
> Approve deliverables produced during the project
CGI PROJECT MANAGER
> Develop and update implementation schedules and plan
> Monitor and track budget to actual
> Co-ordinate resources (functional, technical)
> Monitor the progress on all issues
C-9
> Track the deliverables
> Keep the lines of communication open among all project participants
UCAR PROJECT CONTROL ADMINISTRATOR
> Collaborate, with the Project Managers, to the production of the project
status reports
> Prepare the management documentation (Project Management Plan, Action
plan, Management meeting report, Outstanding issues form) and obtain
approvals
> Collaborate, with the project manager, to follow up on the deliverables
> Assist the project manager on the project and executive steering
committee meetings
> Document the global model business process flows
> Co-ordinate in the creation of the test scripts / scenarios
> Assist project team to create the user procedures (manuals)
> Document the system set-up of the global model
> Document the set-up of system security
UCAR CHANGE MANAGEMENT MANAGER
> Identify at different stages of the project the impact of changes
compared to the actual structure of human resources.
> Develop the change management approach (plan) during the global model
phase.
> Document impact of changes for executive steering committee special
meetings.
> Define integrated approach to communicate information throughout the
organisation.
> Manage the communication to insure a good transition.
> Determine user-training strategies.
> Create change management plans throughout the project.
TEAM LEADERS
> Leads project works
> Co-ordinates education and training
> Support documentation of procedures
> Leads process analysis
> Recommends policy changes to the Executive Steering Committee
TEAM MEMBERS
> Developer of the Model Company
> Assist the Team Leaders in implementing and maintaining the Model
Company
> Complete the tuning of the Model Company to meet the local site needs
> Attend application training
> Work with CGI Consultants for the system set-up
> Conduct Analysis and Process Improvement Workshops
> Conduct Conference Room Pilot (CRP)
> Develop CRP plan and scripts
> Act as focal point for issues affecting their application area
> Interface to other Application Leaders
C-10
> Develop and maintain procedures
> Develop end user training materials
> Train end users
> Trouble shoot issues in their application area
> Develop test plans and scripts
C-11
4 TIER III PROJECT MANAGEMENT PROCEDURES
4.1. Project tracking
The Project Managers will jointly present a monthly Project Status that will
supply information on the following:
> Budget tracking
> Risks factors
> Detail Microsoft Project plan
> Short term action list
> Documentation plan
> Communication plan
> Issues tracking and resolution plan
> Modification policy
> Steering Committee meetings
> Status meetings and reports
> Deliverables and Milestones
4.2. Managing requests for changes
Within the context of the project, the project managers will jointly document
any changes that:
> require the addition of a deliverable
> are made to an unfinished deliverable, or a deliverable that has already
been accepted
> cause a significant increase in the number or complexity of tasks
Depending on the impact of the changes on time and costs the project manager
will report or/and seek acceptance, if necessary. Finally, the Project Manager
will determine priority based on the original budget. Changes are made only
after the Executive Steering Committee has approved change requests. Requests
for changes will be recorded on the appropriate form.
4.3 Tracking outstanding items
Outstanding items include any items that, if not resolved, could have an
adverse effect on the project.
Outstanding items will be recorded and noted in the project status
reports.
4.4. Quality assurance procedures
> Implementation Planning Session
> Initial [TEXT DELETED]
C-12
> Project Strategy Workshop
> Post-[TEXT DELETED]
> Readiness Assessment
> Upgrade Planning Session for first new release
C-13
SCHEDULE D
PURCHASED ASSETS AND LEASED ASSETS
See attached sub-schedules as follows:
Purchased Assets-- Hubs
Purchased Assets-- Other Assets
Purchased Assets-- Personal Computers
Purchased Assets-- Printers
Purchased Assets-- Servers
Leased Assets
[intentionally omitted]
D-1
SCHEDULE E
THIRD PARTY CONTRACTS
1. Assigned Contracts
2. Retained Contracts
[intentionally omitted]
E-1
SCHEDULE F
SOFTWARE
[intentionally omitted]
F-2
SCHEDULE G
IN-SCOPE PERSONNEL
---------------------------------------------------------------------------------------------------
NAME LOCATION COUNTRY [TEXT DELETED] [TEXT DELETED]
PER SECTION 29.1 PER SECTION 5.2
[TEXT DELETED]
---------------------------------------------------------------------------------------------------
Asmondy, Brian Clarksville, TN US [TEXT DELETED IN [TEXT DELETED IN
COLUMN] COLUMN]
---------------------------------------------------------------------------------------------------
Attwell, John Clarksville, TN US
---------------------------------------------------------------------------------------------------
Bailey, Susan Nashville, TN US
---------------------------------------------------------------------------------------------------
Beavis, William Parma, OH US
---------------------------------------------------------------------------------------------------
Cuccaro, Barbara J Parma, OH US
---------------------------------------------------------------------------------------------------
Fontana, Elio Cleveland, OH US
---------------------------------------------------------------------------------------------------
Griffiths, Karen Cleveland, OH US
---------------------------------------------------------------------------------------------------
Keller, Carl Clarksville, TN US
---------------------------------------------------------------------------------------------------
Kohl, Susan Parma, OH US
---------------------------------------------------------------------------------------------------
Kral, Karen Parma, OH US
---------------------------------------------------------------------------------------------------
Lhotsky, Joseph Clarksville, TN US
---------------------------------------------------------------------------------------------------
Logan, Theodore Nashville, TN US
---------------------------------------------------------------------------------------------------
Lowery, Margie Cleveland, OH US
---------------------------------------------------------------------------------------------------
Malone, Laura Parma, OH US
---------------------------------------------------------------------------------------------------
McFarland, Charles Nashville, TN US
---------------------------------------------------------------------------------------------------
Mikolaj Jr, John Parma, OH US
---------------------------------------------------------------------------------------------------
Momany, Kathy Columbia, TN US
---------------------------------------------------------------------------------------------------
Mortimer, Daniel Parma, OH US
---------------------------------------------------------------------------------------------------
Nuta, Adrian Nashville, TN US
---------------------------------------------------------------------------------------------------
Perez, Angel Parma, OH US
---------------------------------------------------------------------------------------------------
Robatin, Deborah Clarksville, TN US
---------------------------------------------------------------------------------------------------
Rock, David Parma, OH US
---------------------------------------------------------------------------------------------------
Sheets, Kenneth Clarksville, TN US
---------------------------------------------------------------------------------------------------
Shingleton, Charles Clarksburg, WV US
---------------------------------------------------------------------------------------------------
Strohmenger, Mark Parma, OH US
---------------------------------------------------------------------------------------------------
Uhrin, David Parma, OH US
---------------------------------------------------------------------------------------------------
Wilkinson, Jeannie Clarksville, TN US
---------------------------------------------------------------------------------------------------
Asfaux, Louis Rungis France
---------------------------------------------------------------------------------------------------
Auffret, Patrice Rungis France
---------------------------------------------------------------------------------------------------
Barbelin, Jean-Francois Rungis France
---------------------------------------------------------------------------------------------------
Denekre, Herve Calais France
---------------------------------------------------------------------------------------------------
Gheerbrant, Jean-Laurent Rungis France
---------------------------------------------------------------------------------------------------
Guittet, Franck Rungis France
---------------------------------------------------------------------------------------------------
Lebrant, Monique Calais France
---------------------------------------------------------------------------------------------------
Lesourd, Max Notre Dame France
---------------------------------------------------------------------------------------------------
Loeillet, Sebastien Notre Dame France
---------------------------------------------------------------------------------------------------
Zittoun, Gerard Rungis France
---------------------------------------------------------------------------------------------------
G-1
SCHEDULE H
PRICING
1. [TEXT DELETED] FEES. Until the [TEXT DELETED] of [TEXT DELETED] (as
defined in Section 4.11) occurs, CGI's charges for the [TEXT DELETED]
during the first 12 months of the Term will be as indicated on
Attachment 1 to this Schedule H. Following the occurrence of the [TEXT
DELETED] of [TEXT DELETED], CGI's charges for the [TEXT DELETED] during
the remainder of the Term will be as indicated on Attachment 1 to this
Schedule H. Unless and until CGI and UCAR agree on the additional volume
charges for increases to the [TEXT DELETED] of [TEXT DELETED] in
accordance with Section 6.2, if the volume of any [TEXT DELETED] exceeds
the monthly [TEXT DELETED] for that [TEXT DELETED] by more than 10% in
any month, or if the number of desktops being refreshed on an annual
basis exceeds the rate set forth in Schedule A, then UCAR and CGI will
agree on an appropriate adjustment to CGI's charges hereunder.
2. ADJUSTMENTS TO [TEXT DELETED] FEES. Effective as of each anniversary of
the Commencement Date, an adjustment to the amounts set forth on
Attachment 1 to this Schedule H will be made by [TEXT DELETED]% of each
such amount by the [TEXT DELETED] that the [TEXT DELETED] increased from
the [TEXT DELETED].
(a) "[TEXT DELETED]" is the [TEXT DELETED] for [TEXT DELETED] (not
seasonally adjusted), [TEXT DELETED] excluding [TEXT DELETED], as
published by the [TEXT DELETED] of [TEXT DELETED] of the [TEXT
DELETED] of [TEXT DELETED].
(b) "[TEXT DELETED]" is the most recently published [TEXT DELETED] as
of any anniversary of the Commencement Date.
(c) "[TEXT DELETED]" is the [TEXT DELETED] from the prior anniversary
of the Commencement Date (or, for the first anniversary, the
[TEXT DELETED] most recently published as of the Commencement
Date)
3. FEES FOR [TEXT DELETED]. The Base Services fees set forth on Attachment
1 to this Schedule H will cover the [TEXT DELETED] for the [TEXT
DELETED] for which CGI has responsibility as of the Commencement Date,
including the [TEXT DELETED] being implemented as part of the [TEXT
DELETED] (less the [TEXT DELETED] being displaced by the [TEXT
DELETED]). As new [TEXT DELETED] is implemented, the incremental
resources, if any, required to support that new [TEXT DELETED] will be
agreed as part of the implementation and integration project and the
[TEXT DELETED] Rates will be used to develop the charge to provide the
[TEXT DELETED] for that new [TEXT DELETED]. Once that charge is
established, then that charge will become part of the Base Service Fees.
4. [TEXT DELETED] RATES. The rates set forth below will be the rates
applicable to the personnel resources performing [TEXT DELETED]. The
rates designated as "long-term" will apply to those resources for which
UCAR has made at least a [TEXT DELETED]. Immediately following
satisfaction of the [TEXT DELETED] of [TEXT DELETED], UCAR and CGI will
H-1
develop [TEXT DELETED] for personnel resources in [TEXT DELETED] that
will be based on the market conditions in [TEXT DELETED].
CLASS LONG-TERM RATE SHORT-TERM RATE RANGE
P/A $[TEXT DELETED]/month $[TEXT DELETED]/hour
DBA $[TEXT DELETED]/month $[TEXT DELETED]/hour
Project Manager $[TEXT DELETED]/month $[TEXT DELETED]/hour
Systems Architect $[TEXT DELETED]/month $[TEXT DELETED]/hour
Business Analyst $[TEXT DELETED]/month $[TEXT DELETED]/hour
5. ADJUSTMENTS TO [TEXT DELETED]. On each anniversary of the Commencement
Date, the [TEXT DELETED], as previously adjusted, will be adjusted by
increasing those rates by the percentage that the [TEXT DELETED]
increased from the [TEXT DELETED].
6. CHANGES TO THE APPLICABLE INDEX. If the [TEXT DELETED] no longer
published, or there should be substantial changes in the content or
calculation methodology, then another comparable measure will be
substituted. If actual inflationary impact to CGI is significantly over
or under stated as compared to the impact from [TEXT DELETED], then,
every 3 years, CGI and UCAR will work in good faith to make appropriate
adjustments to the charges hereunder.
H-2
SCHEDULE H - ATTACHMENT 1
PRICING SCHEDULE
INVOICE AMOUNT
BEFORE [TEXT DELETED] OF [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
AFTER [TEXT DELETED] OF [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
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[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
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[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
H-3
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
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[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
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[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
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[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
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[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
H-4
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
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[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
H-5
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] $ [TEXT DELETED]
$ [TEXT DELETED]
H-6
SCHEDULE I
TRANSITION PLAN
The Transition Plan is used by the CGI Contract Management Office to execute its
activities during the Transition Period. At any given time, Transition Plan
contains general activities covering the remainder of the Transition Period
which will be further detailed.
The transition plan is developed using a project planning tool and contains, but
is not limited to, the following major tasks and timeframes:
[CHART INTENTIONALLY OMITTED]
I-1
SCHEDULE J
TARGET SERVICE LEVELS
SECTION 1 - OVERVIEW
This Schedule describes the governance model for establishing the Target Service
Levels that will be established during the Transition Period as described in
Article V of the Agreement. The Target Service Levels described in this Schedule
are intended to be examples only, and the actual Target Service Levels may be
different.
5 DEFINITIONS
The following definitions apply to the terms used in this Schedule:
AVAILABILITY: is defined as the Percentage of Time that an element of a Service,
the Computer Systems or Application Software (herein after referred to as an
"Element") is available for use by UCAR during any given month.
COVERAGE: is the total number of hours as identified in Section 3.1 "Coverage".
CURRENT STATE - The current state of the measurement of the Service Level prior
to Commencement Date will be identified under one of the following
classifications:
1 Monitored, reported and attained as per Section 5.1 a) (Existing
Service Levels prior to Commencement Date);
2 Not consistently monitored, reported or attained as per Section
5.1 b) (Existing Service Levels prior to Commencement Date);
3. Not monitored or reported as per Section 5.1 c) (Existing
Service Levels prior to Commencement Date);
ELIGIBLE TROUBLE TICKET: An Eligible Trouble Ticket is a Trouble Ticket which is
used in the calculation of the Time to Repair for a given reported problem. For
a Trouble Ticket to be "Eligible" the associated trouble must affect or be
likely to affect an Element.
N/A: Not Available
PENDING STATE: The state of an Eligible Trouble Ticket when and where additional
information available to UCAR or immediate access to the Element is reasonably
required by CGI before it can respond and is not made available to CGI by UCAR.
PERCENTAGE OF TIME: is defined as the total Coverage minus the Total Time to
Repair divided by the Coverage.
TICKETING PRIORITIES: There are three priorities for assignment to Eligible
Trouble Tickets. A chart of the ticket priorities and their descriptions are as
follows. The parties agree that a more detailed description will be included in
the implementation of the Operational Framework.
J-1
---------------------------------------------------------------------------------------
TICKETING RESPONSE DESCRIPTION
PRIORITIES
---------------------------------------------------------------------------------------
1 Within XX minutes of report entry Customer/User declares that an
for 2nd level to respond to the Element is down/unusable and has a
Enterprise Help Desk serious impact on UCAR operations.
There are no bypasses possible.
---------------------------------------------------------------------------------------
2 Within XX hours of report entry Customer/User declares that an
for 2nd level to acknowledge with Element is down/unusable and has a
initiator serious impact on UCAR operations.
Bypasses are not available but
the incident does not affect
revenue.
---------------------------------------------------------------------------------------
3 Within XX business day of report A functional deficiency exists
entry for 2nd level to affecting a small group of users.
acknowledge with initiator The function can easily be
circumvented.
---------------------------------------------------------------------------------------
REGULAR BUSINESS HOURS: Unless otherwise stated, Regular Business Hours are
8:30am to 5:00pm, Monday to Friday, excluding UCAR holidays observed in the
location of operation.
TOTAL TIME TO REPAIR: is the sum of the Time to Repair for all Eligible Trouble
Tickets generated during a given month for a specific Element.
TICKET CLOSURE: A Trouble Ticket will be closed when the specific technical
problem being addressed can be shown to be resolved and agreed to by both
parties. For example, in the event that a Trouble Ticket is opened due to
problems caused by the failure of an Element, the ticket will be closed when the
Element has been replaced/repaired and tested. However, if the UCAR Element
continues to function improperly due to some other problem (whether or not the
other problem has yet been identified), this will not delay the closure of the
Trouble Ticket regarding the first problem identified. If subsequently it may be
demonstrated that the same Element in question continues to malfunction in the
same way and that the Trouble Ticket was shown to have been closed incorrectly,
the Trouble Ticket will be re-opened and Time To Repair time will be equal to
the aggregate of the Time To Repair prior to the Ticket Closure plus the Time To
Repair subsequent to the re-opening(s) of the Trouble Ticket. In all cases UCAR
and CGI must agree that a given problem is resolved.
TIME TO REPAIR: The time elapsed from the point of the creation of an Eligible
Trouble Ticket to the time of Ticket Closure less the time in Pending State.
TROUBLE TICKET: A Trouble Ticket is an electronic record of a problem on the CGI
call tracking system. The first action in response to any problem reported by
UCAR or identified by CGI through the normal course of its operations. In either
case a Trouble Ticket will be opened in a timely fashion. This electronic record
is then used to track, manage and report on problem rectification.
J-2
6 GENERAL TERMS AND CONDITIONS
The following sections detail terms and conditions of CGI meeting Service Levels
with respect to the UCAR systems.
6.1 Coverage
THE FOLLOWING TABLE IDENTIFIES THE TIMES DURING WHICH AN ELEMENT is TO BE
AVAILABLE. IT IS THE BASIS FOR THE CALCULATION OF AVAILABILITY AS DEFINED
EARLIER.
- -------------------------------- ------------------------ ----------------------
ELEMENT COMPONENTS COVERAGE
- -------------------------------- ------------------------ ----------------------
Wide Area Network
(WAN)
- -------------------------------- ------------------------ ----------------------
Local Area Network
(LAN)
- -------------------------------- ------------------------ ----------------------
Local Servers
- -------------------------------- ------------------------ ----------------------
Telco
- -------------------------------- ------------------------ ----------------------
Mainframe
- -------------------------------- ------------------------ ----------------------
Unix
- -------------------------------- ------------------------ ----------------------
ONLINE
APPLICATION
- -------------------------------- ------------------------ ----------------------
J-3
6.2 Staffing
THE FOLLOWING TABLE IDENTIFIES THE TIMES DURING WHICH THE ELEMENT WILL BE
STAFFED BY CGI.
- --------------------------------- ------------------------------- --------------
ELEMENT COMPONENTS STAFFING
- --------------------------------- ------------------------------- --------------
Wide Area Network
(WAN)
- --------------------------------- ------------------------------- --------------
Local Area Network
(LAN)
- --------------------------------- ------------------------------- --------------
Local Servers
- --------------------------------- ------------------------------- --------------
Telco
- --------------------------------- ------------------------------- --------------
Mainframe
- --------------------------------- ------------------------------- --------------
Unix
- --------------------------------- ------------------------------- --------------
Workstation
- --------------------------------- ------------------------------- --------------
- --------------------------------- ------------------------------- --------------
ELEMENT COMPONENTS STAFFING
- --------------------------------- ------------------------------- --------------
Helpdesk
- --------------------------------- ------------------------------- --------------
Application
Support
- --------------------------------- ------------------------------- --------------
Printing Shop
- --------------------------------- ------------------------------- --------------
3.3 SCHEDULED MAINTENANCE
CGI will periodically require maintenance time to install, configure, and
relocate hardware, and upgrade operating and application software to the
Computer Systems and Application Software. The necessity of the outage will be
at CGI's discretion while the timing of the outage will be subject to UCAR
approval through a Change Request issued by CGI. To facilitate these activities,
however, still subject to the foregoing, CGI will have access during the
following windows:
- -------------------------------------------------------------------------------------------
SYSTEMS START FINISH NOTIFICATION TO
END USERS
---------------------------------------------------
--------------------------------------------------
DAY(S) TIME DAY(S) TIME
- -------------------------------------------------------------------------------------------
Host Related or other
System maintenance
- -------------------------------------------------------------------------------------------
Semi-annual outages
which could include
mainframe and
network/server upgrades
- -------------------------------------------------------------------------------------------
J-4
Annual outage for power - - -
system inspection and
maintenance
- -------------------------------------------------------------------------------------------
Monthly Development
Releases once a month
- -------------------------------------------------------------------------------------------
NON CRITICAL SYSTEMS
- -------------------------------------------------------------------------------------------
Server-related or other
non Critical System
maintenance
- -------------------------------------------------------------------------------------------
Semi-annual outages to perform
computer upgrades which includes
network (hub and router) and
server upgrades
- -------------------------------------------------------------------------------------------
Semi-annual outage, if - - -
required for power
system inspection and
maintenance
- -------------------------------------------------------------------------------------------
Monthly Development
Releases once a month
- -------------------------------------------------------------------------------------------
From time to time, exceptions to the above outage window may be requested. UCAR
will have the final approval for all Change Requests as approved by the Change
Management Committee.
Failure to meet the specified down time or the required notification time frame
will result in the outage time being added to the Service Level related to the
affected Element. Notification will be performed by CGI, two (2) business days
prior to the scheduled activity or as defined in the above chart, whichever is
greater.
Scheduled maintenance outages that are completed within the communicated outage
window will not have an impact on the Elements of the Computer System or
Application Software Service Level provided that a Change Request had been
approved accordingly. Outages or degradations that occur as a result of this
Section 3.3 (Scheduled Maintenance), after the outage has been completed and
communicated to UCAR will be considered as an outage reported against the
Service Level related to the affected Element.
7 SERVICE LEVELS FOR SYSTEMS
The following subsections describe how Service Levels that will be measured.
7.1 Computer Systems and Application Software Availability
THE FOLLOWING SERVICE LEVEL TABLE DEPICTS THE REQUIRED COMPUTER SYSTEMS AND
APPLICATION SOFTWARE AVAILABILITY. THE ELEMENTS IDENTIFIED HEREUNDER ARE
CONSIDERED CRITICAL AND ONLY MEASURED IN THE PRODUCTION ENVIRONMENT.
J-5
==============================================================================
ELEMENT COMPONENTS SERVICE LEVEL CURRENT STATE
------------------------------------------------------------------------------
WAN/LAN
------------------------------------------------------------------------------
MAINFRAME
------------------------------------------------------------------------------
UNIX
------------------------------------------------------------------------------
ONLINE
APPLICATION
------------------------------------------------------------------------------
Email
------------------------------------------------------------------------------
ERP
==============================================================================
7.2 Computer Systems and Application Software Response Time
THE FOLLOWING SERVICE LEVEL TABLE DEPICTS THE REQUIRED COMPUTER SYSTEMS AND
APPLICATION SOFTWARE RESPONSE TIMES. DURING REGULAR BUSINESS HOURS RESPONSE TIME
IS CALCULATED AS THE PERIOD OF TIME FROM THE RECEIPT OF A USER REQUEST BY THE
ELEMENT AND THE MOMENT THE ELEMENT SENDS A RESPONSE TO THAT USER REQUEST. THESE
- --ELEMENTS IDENTIFIED HEREUNDER ARE CONSIDERED CRITICAL ONLY WHEN USED IN THE
PRODUCTION ENVIRONMENT.
==============================================================================
ELEMENT COMPONENTS SERVICE LEVEL CURRENT STATE
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CICS Production
------------------------------------------------------------------------------
Email
------------------------------------------------------------------------------
ERP
==============================================================================
7.3 Problem Resolution
THE FOLLOWING TABLE DESCRIBES THE SERVICE LEVELS PERTAINING TO CGI RESOLUTION OF
ELIGIBLE TROUBLE TICKETS FOR PROBLEMS REPORTED AGAINST SERVICES IDENTIFIED IN
TABLES 4.1.
==============================================================================
TICKETING PRIORITIES TIME TO REPAIR SERVICE LEVEL CURRENT STATE
------------------------------------------------------------------------------
P1
------------------------------------------------------------------------------
P2
------------------------------------------------------------------------------
P3
==============================================================================
7.4 User Requests
The Service Level of a request that requires a purchase of equipment or software
will only take effect once the equipment or software is received. A request that
is placed after 3pm during a business day is considered as a request placed at
8:30am the following business day.
J-6
==============================================================================
TYPE COMMENTS RESPONSE TIME SERVICE CURRENT
STATE
------------------------------------------------------------------------------
New User ID
------------------------------------------------------------------------------
Password Reset
------------------------------------------------------------------------------
Changes to or
Removal of user
profiles
------------------------------------------------------------------------------
Non Facilities
Moves, Adds,
Change, Delete
------------------------------------------------------------------------------
New Workstation
------------------------------------------------------------------------------
New TELCO
facilities
------------------------------------------------------------------------------
Telco Non
Facilities
Moves, Adds,
Change, Delete
------------------------------------------------------------------------------
New TELCO
------------------------------------------------------------------------------
ONE TIME REQUESTS
==============================================================================
7.5 Help Desk(s)
The following table describes the Service Levels pertaining to the Help Desk(s).
==============================================================================
ITEM MEASUREMENT LOWER SERVICE UPPER CURRENT
SERVICE LEVEL LEVEL SERVICE STATE
LEVEL
------------------------------------------------------------------------------
Average Call
Waiting Time
------------------------------------------------------------------------------
Call
Resolution
Rate
==============================================================================
J-7
SCHEDULE K
BASELINE LEVEL OF RESOURCES
- ---------------------------------------------------------------- ---------------
RESOURCE TYPE QUANTITY
- ---------------------------------------------------------------- ---------------
MIDRANGE AND DISTRIBUTED
- ---------------------------------------------------------------- ---------------
Midrange Systems
- ---------------------------------------------------------------- ---------------
System Printers
- ---------------------------------------------------------------- ---------------
Disk (GBs)
- ---------------------------------------------------------------- ---------------
Tape
- ---------------------------------------------------------------- ---------------
Intel-based Servers (e-mail, print and LAN)
- ---------------------------------------------------------------- ---------------
- ---------------------------------------------------------------- ---------------
DESKTOP
- ---------------------------------------------------------------- ---------------
IMAC - U.S. - Desktop, Laptop & Printer (monthly)
- ---------------------------------------------------------------- ---------------
IMAC-- France - Desktop, Laptop & Printer (monthly)
- ---------------------------------------------------------------- ---------------
Desktops - U.S.
- ---------------------------------------------------------------- ---------------
Laptop - U.S.
- ---------------------------------------------------------------- ---------------
Desktop - France
- ---------------------------------------------------------------- ---------------
Laptop - France
- ---------------------------------------------------------------- ---------------
Network Printer - U.S.
- ---------------------------------------------------------------- ---------------
Network Printer - France
- ---------------------------------------------------------------- ---------------
Print Supplies by Location
- ---------------------------------------------------------------- ---------------
HELPDESK
- ---------------------------------------------------------------- ---------------
Calls- U.S. (monthly)
- ---------------------------------------------------------------- ---------------
Calls - France (monthly)
- ---------------------------------------------------------------- ---------------
Calls - Out-of-Scope Locations (monthly)
- ---------------------------------------------------------------- ---------------
UCAR Staff - U.S.
- ---------------------------------------------------------------- ---------------
UCAR Staff - France
- ---------------------------------------------------------------- ---------------
UCAR Staff - Out-of-Scope Locations
- ---------------------------------------------------------------- ---------------
NETWORK
- ---------------------------------------------------------------- ---------------
Voice Facilities - U.S. (Number of handsets)
- ---------------------------------------------------------------- ---------------
IMAC - U.S. handsets (monthly)
- ---------------------------------------------------------------- ---------------
Data Facilities (Number of data lines)
- ---------------------------------------------------------------- ---------------
K-1
SCHEDULE L
TERMINATION FOR CONVENIENCE FEE
The Termination for Convenience Fee schedule is as follows:
YEAR FEE($M)
---- -------
4 $[TEXT DELETED]
5 $[TEXT DELETED]
6 $[TEXT DELETED]
7 $[TEXT DELETED]
8 $[TEXT DELETED]
9 $[TEXT DELETED]
10 $[TEXT DELETED]
The Termination for Convenience Fee will be an amount equal to (the termination
fee applicable to the year in which the termination is effective minus the
termination fee applicable to the next succeeding year) multiplied by (the value
for the month in which the termination is effective divided by 12), plus the
termination fee applicable to the next succeeding year. The values for each
month are as follows:
April = 12 October = 6
May = 11 November = 5
June = 10 December = 4
July = 9 January = 3
August = 8 February = 2
September = 7 March = 1
L-1
SCHEDULE M
TRAVEL AND EXPENSE GUIDELINES
This schedule provides CGI business travelers with a reasonable level of service
and comfort at the lowest possible cost. The purpose of this schedule is to
ensure there are clearly understood procedures for business travel and expenses
incurred when traveling on UCAR's behalf:
o UCAR will reimburse CGI for all reasonable and necessary
expenses incurred while traveling on authorized UCAR business.
o UCAR assumes no obligation to reimburse CGI for expenses that
are NOT in compliance with this schedule.
AIR TRAVEL
o Bookings should be made as early as possible to take advantage
of advance purchase discounts. Travelers are expected to use the
lowest logical published airfare.
o Travelers are expected to fly in coach class at all times.
Upgrades to business or first class may be allowed with proper
UCAR authorization.
o Should travel plans change, UCAR will not be charged for unused
tickets without authorization.
LODGING
Travelers on UCAR business are required, whenever possible, to use:
o The least expensive property in a MODERATE or similar hotel
category.
o Properties where UCAR has a negotiated rate.
RENTAL CAR
CGI travelers may rent a car at their destination when it is cost
effective to do so.
CGI travelers are required, whenever possible, to book rental cars using
the best rate available.
Travelers should book rental cars in the INTERMEDIATE category, except
for the following situations:
o When the traveler can be upgraded at no extra cost
o When three or more employees are traveling together
o When cars in the authorized category are not available
o When transporting excess baggage
M-1
REIMBURSEMENT FOR PERSONAL CAR USAGE
Travelers will be reimbursed for business use of personal cars on a
fixed scale at the then-current IRS rate. They WILL NOT be reimbursed
for any repairs to their personal car resulting from business travel.
To be reimbursed for use of their personal car for business, travelers
must provide on their expense reports the date, location and purpose of
the trip, mileage log, and receipts for gas, tolls and parking.
TELEPHONE USAGE
UCAR will pay for no more than actual cost for any telephone calls.
MEALS AND ENTERTAINMENT
Travelers on UCAR business will be reimbursed for reasonable personal
and business meal expenses. Moderate restaurants should be used.
Travelers will not be reimbursed for entertainment or entertaining
customers.
EXPENSE REPORTING & INVOICES
All travel and expenses shall be paid directly by CGI, and then
appropriate travel expenses charged to UCAR by CGI through consolidated
invoices.
CGI travel and expense invoices will include sufficient detail to see
the following:
o Name of traveler and purpose of trip
o Destination and dates of each trip
o Each trip will have air, hotels, car, meals, and other expenses
broken out separately.
Receipts are not required with invoices but must be available along with
the expense report for at least two years for review at UCAR's request.
M-2
SCHEDULE N
UCAR SITES
UNITED STATES
CLARKSBURG, WV
UCAR Carbon Company, Inc.
P.O. Box 2170
Clarksburg, WV 26302--2170
(304) 624-1200
CLARKSVILLE, TN
UCAR Carbon Company, Inc.
P.O. Box 1044
Clarksville, TN 37041-1044
(931) 552-5100
CLEVELAND, OH
Graftech Inc.
P.O. Box 94637
Cleveland, OH 44101
(216) 529-3777
COLUMBIA, TN
UCAR Carbon Company, Inc.
P.O. Box 218
Columbia, TN 38402-0218
(931) 380-1410
LAWRENCEBURG, TN
UCAR Carbon Company, Inc.
P.O. Box
Lawrenceburg, TN 38464
(931) 762-7101
N-1
NASHVILLE, TN
UCAR International Inc.
3102 West End Avenue
Suite 1100
Nashville, TN 37203
(615) 760-8227
NIAGARA FALLS, NY
UCAR Carbon Company, Inc.
P.O. Box 887
Niagara Falls, NY 14302-0887
(716) 278-3542
PARMA, OH
UCAR Carbon Company, Inc.
P.O. Box 6116
Cleveland, OH 44101
(216) 676-2000
FRANCE
CALAIS
UCAR S.N.C.
B.P. 478
F-62226 CALAIS CEDEX
FRANCE
33-3-21-19-1420
NOTRE DAME UCAR S.N.C.
Usine de Notre-Dame-de-Briancon
LA LECHERE
F-73264 AIGUEBLANCHE CEDEX
FRANCE
33-4-79-22-32-22
N-2
RUNGIS
UCAR S.N.C.
4, Place des Etats-Unis
SILIC 214
F-94518 RUNGIS, CEDEX
FRANCE
33-1-49-78-4600
VENISSIEUX
Carbone Savoie
30, rue Louis Jouvet
BP 16
VENISSIEUX CEDEX
F-69631 FRANCE
33-4-78-77-08-26
N-3
SCHEDULE O
CURRENT PROJECTS
PROJECT PURPOSE PHASE SCOPE TARGET COMPLETION EST HOURS RESOURCES
- ------------------------------------------------------------------------------------------------------------------------------------
[TEXT DELETED] The [TEXT DELETED] [TEXT DELETED] Replace the use of a [TEXT DELETED] [TEXT DELETED] [TEXT
project was [TEXT [TEXT DELETED] containing DELETED]
DELETED] to provide [TEXT DELETED]. Develop
a [TEXT DELETED] to an [TEXT DELETED] using
[TEXT DELETED] from [TEXT DELETED] to allow
[TEXT DELETED] into [TEXT DELETED] of [TEXT
a [TEXT DELETED]. DELETED].
[TEXT DELETED] A repository for [TEXT [TEXT DELETED] [TEXT DELETED] [TEXT
DELETED]. Develop an DELETED]
[TEXT DELETED] using
[TEXT DELETED] to allow
[TEXT DELETED] of [TEXT
DELETED]. Provide support
uploading data from
outside data bases into
[TEXT DELETED].
[TEXT DELETED] [TEXT DELETED] data from Phase is [TEXT DELETED] [TEXT DELETED] [TEXT
the systems around the with [TEXT DELETED] days, Support DELETED]
world. Interface being the final element
development from the to complete, no firm
[TEXT DELETED] in the date established for
[TEXT DELETED]. Build an completion.
extract process from the
[TEXT DELETED] in [TEXT
DELETED] and [TEXT
DELETED]. Provide a
mechanism to [TEXT
DELETED] around the [TEXT
DELETED]
O-1
PROJECT PURPOSE PHASE SCOPE TARGET COMPLETION EST HOURS RESOURCES
- ------------------------------------------------------------------------------------------------------------------------------------
[TEXT DELETED] Collect all data related [TEXT DELETED] [TEXT DELETED] [TEXT
to spending from the completed, no firm work DELETED]
various systems around completion date has
the world. This [TEXT been established
DELETED] phase would
follow the same model of
the [TEXT DELETED] and
[TEXT DELETED] all the
[TEXT DELETED].
[TEXT DELETED] and [TEXT DELETED] and [TEXT [TEXT DELETED] and Support for [TEXT
[TEXT DELETED] DELETED] data from [TEXT [TEXT DELETED] base Sales [TEXT DELETED]
DELETED] into a [TEXT complete. Waiting to DELETED] for
DELETED] designed for the develop [TEXT DELETED] forecasting
Graphtech business line.
Build an [TEXT
DELETED]
between the
[TEXT
deleted].
[TEXT DELETED] Extract information from Target [TEXT DELETED] [TEXT DELETED] [TEXT
the [TEXT DELETED] for DELETED]
the purposes of [TEXT
DELETED]. [TEXT DELETED]
is currently [TEXT
DELETED].
[TEXT DELETED] A [TEXT DELETED] designed [TEXT DELETED]
to capture [TEXT DELETED]
and [TEXT DELETED] to
provide a [TEXT DELETED]
view of the information
[TEXT Systems running in [TEXT DELETED] [TEXT DELETED] is Target conversion for [TEXT
DELETED] [TEXT DELETED], and substantially [TEXT [TEXT DELETED] has not DELETED]
Compliance [TEXT DELETED] must DELETED]. With work been established. and
be converted to remaining with the order Users are contemplating [TEXT
support the [TEXT processing system for a [TEXT DELETED]. DELETED]
DELETED]. [TEXT DELETED], and [TEXT
DELETED].
[TEXT DELETED] [TEXT DELETED] is [TEXT DELETED]. User [TEXT
substantially [TEXT testing will need to be DELETED]
DELETED]. The various completed by [TEXT
[TEXT DELETED] systems DELETED].
are currently being
tested
O-2
PROJECT PURPOSE PHASE SCOPE TARGET COMPLETION EST HOURS RESOURCES
- ------------------------------------------------------------------------------------------------------------------------------------
[TEXT DELETED] [TEXT DELETED] that need Targeting [TEXT [TEXT
to be made [TEXT DELETED] to [TEXT DELETED]
DELETED]. Support of DELETED] in [TEXT and
user testing. DELETED] and [TEXT [TEXT
DELETED]. Parallel run DELETED]
in [TEXT DELETED]
[TEXT DELETED] [TEXT DELETED] [TEXT DELETED]
[TEXT DELETED] Using the [TEXT [TEXT DELETED] Provide technical support Support will be [TEXT DELETED] [TEXT
DELETED] from [TEXT in the initial required through the DELETED]
DELETED], Build a development of the [TEXT balance of the year.
model representing DELETED]. Develop data
the [TEXT DELETED]. feeds from data extracts
from the various [TEXT
DELETED]. Using the [TEXT
DELETED] from the product
suite, [TEXT DELETED] and
[TEXT DELETED]. Develop
[TEXT DELETED] from the
[TEXT DELETED] into [TEXT
DELETED]
[TEXT DELETED] The [TEXT DELETED] [TEXT DELETED] [TEXT DELETED] has been [TEXT DELETED] [TEXT DELETED] [TEXT
selected the [TEXT retained to provide the weeks per DELETED]
DELETED] to be bulk of support related interface
their [TEXT to the implementation of
DELETED] to be the [TEXT DELETED]. IT
implemented [TEXT support is required to
DELETED] build [TEXT DELETED] the
[TEXT DELETED] and the
[TEXT DELETED] of the
country being
implemented. Each
interface takes about
[TEXT DELETED]
[TEXT DELETED] In support of the The [TEXT DELETED] is an [TEXT DELETED] Target No more than [TEXT
[TEXT DELETED]. The existing program. [TEXT DELETED] DELETED]
[TEXT DELETED] Interfaces need to be
screen needs to be built [TEXT DELETED]
modified to provide using [TEXT DELETED].
a global view of
[TEXT DELETED] and
[TEXT DELETED].
O-3
PROJECT PURPOSE PHASE SCOPE TARGET COMPLETION EST HOURS RESOURCES
- ------------------------------------------------------------------------------------------------------------------------------------
[TEXT DELETED] Take the [TEXT The vendor has released [TEXT DELETED] [TEXT DELETED] [TEXT
DELETED] from the next version of [TEXT DELETED]
version [TEXT DELETED].
DELETED] to [TEXT
DELETED]
[TEXT DELETED] Take the [TEXT The vendor has released [TEXT DELETED] [TEXT DELETED] [TEXT
DELETED] software the next version of DELETED]
from version [TEXT resolution [TEXT DELETED].
DELETED] to [TEXT
DELETED]
[TEXT DELETED] The purpose of this [TEXT DELETED] of data [TEXT DELETED], waiting [TEXT DELETED] [TEXT
project is to [TEXT from payroll, breaks out to install [TEXT DELETED]
DELETED] the [TEXT benefits and employee DELETED]
DELETED] of [TEXT data. Sends data from
DELETED] into the [TEXT DELETED] to [TEXT
General Ledger. DELETED] for the General
Ledger. Creation of a
report for each site in
the US.
[TEXT DELETED] [TEXT DELETED] Build [TEXT DELETED] to [TEXT DELETED] Target [TEXT DELETED] [TEXT
between the [TEXT the [TEXT DELETED] and completion weeks of [TEXT DELETED]
DELETED] and the [TEXT DELETED] - [TEXT DELETED] time
[TEXT DELETED] in DELETED]. [TEXT DELETED]
use in the company. from the [TEXT DELETED]
Design complete, pgming
Build interface from the
[TEXT DELETED] system.
Using [TEXT DELETED]
[TEXT DELETED] Provide [TEXT [TEXT DELETED] has been [TEXT DELETED] [TEXT DELETED] [TEXT
DELETED] of [TEXT completed to enhance days in [TEXT DELETED]
DELETED] performed [TEXT DELETED] of changes DELETED]
in the [TEXT made to prices. Waiting
DELETED] system to install sometime in
[TEXT DELETED]
Extend [TEXT [TEXT DELETED] [TEXT DELETED] the [TEXT [TEXT DELETED] [TEXT DELETED] [TEXT
DELETED] to production is DELETED] to provide [TEXT days in [TEXT deleted]
[TEXT DELETED] reported [TEXT DELETED] of [TEXT DELETED] and
DELETED] into the deleted]. [TEXT
[TEXT DELETED] [TEXT DELETED] has been DELETED]
system. An [TEXT completed. Waiting to
DELETED]is [TEXT [TEXT DELETED].
DELETED].
O-4
PROJECT PURPOSE PHASE SCOPE TARGET COMPLETION EST HOURS RESOURCES
- ------------------------------------------------------------------------------------------------------------------------------------
[TEXT [TEXT DELETED] has [TEXT DELETED] of [TEXT [TEXT DELETED] [TEXT DELETED] [TEXT
deleted]into [TEXT DELETED] of DELETED] into [TEXT days DELETED]
[TEXT DELETED] the [TEXT DELETED]. DELETED]. Currently
being [TEXT DELETED].
[TEXT [TEXT DELETED] has The new [TEXT DELETED] of No completion min [TEXT [TEXT
deleted] at [TEXT DELETED] a [TEXT DELETED] will need established UCAR and DELETED] weeks.DELETED]
[TEXT new [TEXT DELETED] to be installed and CGI agree that this is
deleted] of the [TEXT tested. Interfaces with a [TEXT DELETED] based
DELETED] other applications will on [TEXT DELETED]
need to be checked.
O-5
SCHEDULE P
[TEXT DELETED] COMMITMENT
1. During the term of this Agreement and in accordance with this Schedule
P, UCAR will [TEXT DELETED] from [TEXT DELETED] resulting in [TEXT
DELETED] to CGI from UCAR of $[TEXT DELETED] (excluding [TEXT DELETED]
for [TEXT DELETED], and [TEXT DELETED] as modified in accordance with
Section 2.2). CGI agrees that if UCAR elects to have CGI implement [TEXT
DELETED], the [TEXT DELETED] resulting from that implementation will be
applied to the preceding [TEXT DELETED].
2. Definitions. As used in this Schedule:
(a) "[TEXT DELETED]" is, with respect to each [TEXT DELETED],
the actual dollar amount of [TEXT DELETED] (excluding
[TEXT DELETED] for [TEXT DELETED] and [TEXT DELETED])
[TEXT DELETED] by [TEXT DELETED] from [TEXT DELETED]
during that [TEXT DELETED].
(b) "[TEXT DELETED]" is, with respect to each [TEXT DELETED],
the amount, if any, by which the [TEXT DELETED] for that
[TEXT DELETED] exceeds $[TEXT DELETED].
(c) "[TEXT DELETED]" is the [TEXT DELETED] month period
commencing with the Commencement Date and each [TEXT
DELETED] month period thereafter during the Term.
(d) "[TEXT DELETED]" is, with respect to each [TEXT DELETED],
the amount, if any, that (i) the sum of (A) the [TEXT
DELETED], and (B) the [TEXT DELETED] from all prior [TEXT
DELETED] that have not previously been used to offset a
prior [TEXT DELETED], is (ii) less than $[TEXT deleted].
3. Within thirty (30) days after the end of each [TEXT DELETED] and subject
to Section 4 below, UCAR will pay CGI as follows:
(a) At the end of the first [TEXT DELETED], UCAR will pay to
CGI [TEXT DELETED] percent ([TEXT DELETED]%) of the [TEXT
DELETED], if any, for that [TEXT DELETED].
(b) At the end of the second [TEXT DELETED], UCAR will pay to
CGI [TEXT DELETED] percent ([TEXT DELETED]%) of the [TEXT
DELETED], if any, for that [TEXT DELETED] plus [TEXT
DELETED] percent ([TEXT DELETED]%) of the sum of the [TEXT
DELETED] for that [TEXT DELETED] and the [TEXT DELETED]
for the [TEXT DELETED].
(c) At the end of the third [TEXT DELETED], UCAR will pay to
CGI [TEXT DELETED] percent ([TEXT DELETED]%) of the [TEXT
DELETED], if any, for that [TEXT DELETED].
P-1
(d) At the end of the fourth [TEXT DELETED], UCAR will pay to
CGI [TEXT DELETED] percent ([TEXT DELETED]%) of the [TEXT
DELETED], if any, for that [TEXT DELETED], plus [TEXT
DELETED] percent ([TEXT DELETED]%) of the sum of the [TEXT
DELETED] for that [TEXT DELETED] and the[TEXT DELETED] for
the prior [TEXT DELETED].
4. CGI agrees that UCAR will be entitled to recover up to $[TEXT DELETED]
of any [TEXT DELETED] for a [TEXT DELETED] by providing additional [TEXT
DELETED] to CGI over the next [TEXT DELETED] succeeding months following
the first [TEXT DELETED] and over the next [TEXT DELETED] succeeding
months following each other [TEXT DELETED]. To the extent UCAR is able
to [TEXT DELETED] that amount within that period, the amount owed by
UCAR pursuant to Section 3 for that [TEXT DELETED] will be [TEXT
DELETED], and any remaining amount will be payable as described in
Section 3 within thirty days after the end of the [TEXT DELETED]. IF CGI
owes UCAR a [TEXT DELETED] as a result of the [TEXT DELETED] pursuant to
this Schedule P, that [TEXT DELETED] will be applied as a credit by CGI
against the next invoice submitted to UCAR.
P-2