ADDENDUM TO SERVICES AGREEMENT
This is an Addendum to that certain Services Agreement dated
as of March 1, 1995 (the "Services Agreement"), by and between Kash
n' Karry Food Stores, Inc., a Delaware corporation ("Kash n'
Karry), and GSI Outsourcing Corporation, a Delaware corporation
("GSI"). The purpose of this Addendum is to set forth certain
modifications to the Services Agreement pertaining to the
Procurement and Billing System Project (Merchandising Systems) as
set forth in Schedule K-3 attached to the Services Agreement.
In consideration of the mutual covenants and promises
hereinafter set forth, and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Additional Charges Related to Procurement and Billing System
Project (Merchandise System).
In addition to the other charges set forth in Article 6 of the
Services Agreement, Kash n' Karry agrees to pay GSI the following
amounts for the Warehouse module, software maintenance and support
services related to the implementation of the Worldwide Chain
Stores System:
(a) $220,000 due as follows: $70,000 on July 15, 1995
as an advance payment and $150,000 on January 1,
1996;
(b) maintenance charge of $18,000 on January 1, 1996
and $18,000 on the first day of each subsequent
year during which the Worldwide Chain Store System
is installed; and
(c) annual support services charge of $70,000 due in
equal monthly installments beginning January 1,
1996 and continuing in subsequent years for each
month during which the Worldwide Chain Store System
is installed.
Overall WCS installation (Purchasing and Billing) is to be
completed in January, 1996.
2. Incorporation.
This Addendum is hereby incorporated into and made a part of
the Services Agreement as if fully set forth therein as provided by
sections 18.4 and 18.20 of the Services Agreement. In the event of
any conflict between the provisions of the Services Agreement and
the provisions of this Addendum, the provisions of this Addendum
shall govern.
IN WITNESS WHEREOF, the parties have hereunto executed this
Addendum by and through their duly authorized officers this ____
day of July, 1995.
KASH N' KARRY FOOD STORES, INC. GSI OUTSOURCING CORPORATION
BY: /s/ R. P. Springer BY: /s/ Philippe Guionnet
----------------------- ------------------------
Name: Raymond P. Springer Name: Philippe Guionnet
Title: Sr. Vice President/ Title: Vice President
Administration
2
AMENDMENT
SCHEDULE K-6
WAREHOUSE SYSTEM
GSI has committed to provide a Warehousing System which:
- Will be acquired from Worldwide Chain Systems (WCSS).
- Will be implemented by the end of the 4th calendar
quarter of 1995.
- Will include WCSS Warehouse System.
- Will be a "vanilla" installation of these products.
"Vanilla" in this context means only standard parameters
and that no program modifications will be made to the
software that is acquired from the supplier of the
software.
- Will be a version of the software release provided by the
supplier to the general marketplace, under DB2, and
includes a Kash n' Karry commitment to a complete
"freeze" on all modifications to the existing Kash n'
Karry Warehousing System during the implementation of the
new systems except for those "fixes" that are required to
continue normal computer operations.
- Will be reviewed by GSI to make its best effort to
establish an interface between it and any "existing
functions" that the CEO of Kash n' Karry requests GSI to
review from the current Warehousing System.
- Will be installed with the collaboration and involvement
of the Kash n' Karry "champions" as relates to this
project.
- Will require GSI to provide Training for the designated
Kash n' Karry trainers and the subsequent review of the
training results. These Kash n' Karry trainers will be
responsible for training results, with GSI assistance,
such as trainee willingness to learn, training
assimilation measures, and timing.
- Will be kept on a maintenance agreement between GSI and
the provider of the software system, under its standard
maintenance contract.
SCHEDULE A
GSI INVOICE - BUILD-UP FROM BASE CHARGE
11-Aug-95
DOLLARS ROUNDED OOO NOTES CY 1995 CY 1996 CY 1997 CY 1998
- ------------------- ----- ------- ------- ------- -------
CORE OR BASE CHARGE 8,030 8,726 8,795 8,248
MAINT CHARGE WAREHOUSING
DUE JAN 1 EACH YEAR 0 18 18 18
WAREHOUSE SUPPORT SERVICES 70 70 70
WAREHOUSE ONE TIME CHARGE 70 150 0 0
ADJUSTED GSI BILL 8,100 8,964 8,883 8,336
- ------------------
FISCAL YEAR TOTALS 8,216 8,604 8,917 8,564
CY 1999 CY 2000 CY 2001 CY 2002 CY 2003 CY 2004 10 Years
- ------- ------- ------- ------- ------- ------- --------
7,950 7,453 7,256 7,058 6,861 6,466 76,843
18 18 18 18 18 18 162
70 70 70 70 70 70 630
0 0 0 0 0 0 0
8,038 7,541 7,344 7,146 6,949 6,554 77,635
8,162 7,748 7,426 7,229 7,031 6,719 78,616