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EXHIBIT 10.08(o)
Confidential treatment with respect to certain information in this Exhibit has
been requested of the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended. The bracketed portions of
this Exhibit have been omitted from material filed in accordance with Rule 24b-2
and have been filed separately with the Commission.
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LONG DISTANCE GUI
SCHEDULE NUMBER "35-002-97"/AGREEMENT NO. 9700050785
U S WEST
LONG DISTANCE-GUI
(USWLD-GUI)
This Schedule Number "35-002-97", effective September 2, 1997, issued pursuant
to the General Terms and Conditions of Agreement No. 9700050785 dated June 30,
1997 between U S WEST and Carnegie Group, Inc. ("CGI") including the Special
Provisions Module - Software License and Services dated June 30, 1997
(collectively, the "Agreement") and is made a part thereto.
For purposes of this Schedule 35-002-97 only, the Customer is U S WEST Long
Distance, Inc., an Affiliate of U S WEST Communications Group, Inc.
The U S WEST Long Distance GUI Proposal from Carnegie Group, Inc. to U S WEST
Long Distance dated October 8, 1997 (the "Long Distance GUI Proposal") shall be
included in its entirety as part of this Schedule 35-002-97. This Schedule
contains the following sections which may reference specific portions of the
Proposal.
1. Project Description
2. Schedule, Statement of Work and Deliverables
3. Projected Cost
This Schedule specifically overrides the terms and conditions of the Agreement
pursuant to "Exceptions/Definitions to the Agreement" in section 1.3 below. In
the event that such section 1.3 conflicts with the provisions of the Agreement,
the terms of section 1.3 shall control for purposes of this Schedule only.
In consideration of the mutual covenants and agreements contained herein, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
I. PROJECT DESCRIPTION
1.1 INTRODUCTION
This Schedule covers the services and deliverables to be provided by Carnegie
Group, Inc. for U S WEST in support of U S WEST LONG DISTANCE GUI. The work to
be provided by CGI represents a new effort between the parties.
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LONG DISTANCE GUI
1.2 OVERVIEW
Reference the Executive Summary and Articles 1 through 2 of the Long Distance
GUI Proposal in their entirety for a complete project overview description of
the project.
1.3 EXCEPTIONS/DEFINITIONS TO THE AGREEMENT
The following exceptions and definitions apply to this Schedule:
o Special Rampdown provisions: Notwithstanding subsection 21.2 of the
Agreement, Customer shall be responsible for continued funding of the
current CGI project resources at the time of termination for a period
of two (2) weeks.
o Services Warranty terms: CGI will warrant the final Purchases for a
period of ninety (90) days from final Acceptance in accordance with the
terms of section 5 of the Agreement.
o Management of project resources:
The CGI project manager assigned to this U S WEST LONG
DISTANCE GUI has exclusive control of and over the CGI
resources on the project, including but not limited to
responsibility for staff assignment, project team makeup, and
transition of CGI resources either onto or from a project. U S
WEST may request the CGI project manager to make changes
relating to the CGI resources. CGI will respond with consent
or an objection to consent and reasons why consent will be
withheld; consent will not be unreasonably withheld.
The CGI project manager and the U S WEST project manager have
the authority to mutually agree on the location, either at a U
S WEST site or CGI site, where each CGI resource may work
during the project, including an associated period of time,
based on not compromising the schedule and deliverables set
forth in this Schedule.
o Review of the Schedule
The parties agree that the U S WEST team leader, the U S WEST
project manager and the CGI project manager will meet within
the first week after the date this Schedule is signed to
review the details of this Schedule, including but not limited
to the Exceptions to the Agreement provided above ("Review").
The Review will occur more than once should a new U S WEST
team leader, U S WEST project manager or CGI project manager
be assigned by U S WEST or CGI respectively to the U S WEST
LONG DISTANCE GUI after the initial Review, unless as
otherwise mutually agreed by the parties.
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LONG DISTANCE GUI
1.4 ROLES AND RESPONSIBILITIES
Reference Article 6 in its entirety of the Long Distance GUI Proposal for CGI, U
S WEST and Joint CGI and U S WEST Roles and Responsibilities for the project.
1.5 SCOPE
Reference Article 3 in its entirety of the Long Distance GUI Proposal for the
scope of the project.
1.6 DELIVERABLES
The following USWLD-GUI deliverables will be provided by CGI to U S
WEST:
o SOFTWARE PROJECT MANAGEMENT PLAN (SPMP): The SPMP provides a
project management guide for successful execution of the
USWLD-GUI project. It documents such elements as project
goals, points of contact, schedule, resources, risks,
constraints, and assumptions. The SPMP ensures that all
project elements are considered initially and managed to
successful completion.
o USER REQUIREMENTS SPECIFICATION: This document defines the set
of requirements specified by the USWLD client representatives
for functional purposes and channel groups for usability
purposes.
o SYSTEM ARCHITECTURE SPECIFICATION: This document describes the
overall system architecture, which describes modular
composition, high-level interfaces, hardware platform, and
software platform.
o FUNCTIONAL SPECIFICATION: This document describes the
functions and operations that the LD GUI must perform, as
determined and defined by Carnegie Group and U S WEST . It
describes the characteristics of the application as end users
would experience the application, and provides preliminary
high-level technical information for application developers.
o DESIGN SPECIFICATION: This document contains a detailed
description of each USWLD- GUI application module and their
respective interfaces.
O SOURCE CODE: U S WEST will receive a software release at the
beginning of NT testing and another at the end of NT testing,
after any issues noted during NT testing have been addressed.
o The BUSINESS SERVICE MODULE: contains the business rules
defined by U S WEST for inclusion in the USWLD-GUI
application. The business services content will be reviewed by
USWLD prior to its formal acceptance, following procedures
specified in
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LONG DISTANCE GUI
the SPMP. (Note: the Business Services Module may be
implemented as part of the TFS database.)
o TFS DATABASE: The TFS database contains the data used by the
business processing layer of the LD GUI.
o STATUS REPORTS: CGI will provide monthly written status
reports that describe project status, progress, issues, and
plans. Carnegie Group's project manager and other personnel as
appropriate will provide more frequent regular status updates
via phone or face-to-face conversation.
o ADMINISTRATOR'S GUIDE: A manual for System Administrators,
describing the installation, set-up, and maintenance of the
system.
o CONSULTING ON TRAINING MATERIALS: Carnegie Group will work
with U S WEST market units to determine the type and content
of user training that should be provided. This proposal
assumes approximately three person weeks of CGI time will be
used for consulting on the content and organization of
training materials. We assume that the training materials will
be produced by US WEST.
1.7 SUMMARY
This Schedule covers efforts to be performed from September 2, 1997 through May
31, 1998. See Section 2.1 for a more detailed schedule.
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2. SCHEDULE, STATEMENT OF WORK, AND DELIVERABLES
2.1 TASKS AND SCHEDULE
Reference Section 4 in its entirety of the Long Distance GUI Proposal for the
Statement of Work and Schedule to address this section of this Schedule No.
35-002-97.
2.2 ASSUMPTIONS AND RISKS
The project description, schedules, and deliverables were developed based on the
assumptions provided in Sections 6.1 and 6.2 of the Long Distance GUI Proposal.
If these assumptions are not valid, changes to the schedule, deliverables, and
cost of the LD GUI project may be required.
Both parties agree that there are specific risks associated with this effort, as
provided in Section 6.2 of the Long Distance GUI Proposal.
2.2.1 SCOPE ASSUMPTIONS
The scope of LD GUI is as described in Section 2 of the Long Distance GUI
Proposal.
2.2.2 PERSONNEL AND LOGISTICS ASSUMPTIONS
Reference Section 6.1.2 of the Long Distance GUI Proposal.
2.2.3 HARDWARE AND SOFTWARE ASSUMPTIONS
Reference Section 6.1.3 of the Long Distance GUI Proposal.
2.2.4 SCHEDULE ASSUMPTIONS
Reference Section 6.1.4 of the Long Distance GUI Proposal.
2.2.5 PROCESS ASSUMPTIONS
Reference Section 6.1.5 of the Long Distance GUI Proposal.
2.2.6 RISKS
Reference Section 6.2 of the Long Distance GUI Proposal.
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2.3 DELIVERABLES
See Section 1.6 of this Schedule for a description of the LD-GUI deliverables.
A copy of each deliverable will be provided to the appropriate U S WEST
recipients. The master copy will contain a letter to be mutually signed by the
parties acknowledging delivery, receipt and acceptance of the deliverables.
Should CGI not receive the signed letter or a written list of items which are
not in compliance with the project specifications within ten (10) business days
after delivery, then the Deliverables shall be deemed accepted.
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3. PROJECTED COST
The total cost of the work net of discounts shall not exceed [ ] based on
estimated time and material expenses. Should travel be required, U S WEST agrees
to pay CGI travel expenses for all pre-approved trips.
This Schedule does not represent a follow-on effort or a change order effort.
Estimated costs with applicable discounts for the project are provided below:
- --------------------------------------------------------------------------------------------------------------
ITEMIZATION OF COSTS AMOUNT
- ------------------------------------------------------ ------------------------------------------------------
CONTRACT ENGINEERING COSTS (TIME AND MATERIALS) [ ]
LESS [ ] MINIMUM DISCOUNT AND [ ]
[ ] PROJECT VOLUME DISCOUNT [ ]
- ------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------------
CGI/THIRD PARTY LICENSE FEES
- ------------------------------------------------------ ------------------------------------------------------
TRAVEL EXPENSES AND OTHER PASS-THROUGH EXPENSES
- ------------------------------------------------------ ------------------------------------------------------
TOTAL SCHEDULE ESTIMATED PRICE [ ]
- --------------------------------------------------------------------------------------------------------------
ESTIMATED HOURS ARE AS FOLLOWS:
- --------------------------------------------------------------------------------------------------------------
CATEGORY ESTIMATED CARNEGIE GROUP HOURS
- ------------------------------------------------------ ------------------------------------------------------
MANAGER(S) [ ]
PRINCIPAL ENGINEER [ ]
ENGINEER(S) [ ]
TECHNICAL WRITER(S) [ ]
- ------------------------------------------------------ ------------------------------------------------------
TOTAL HOURS [ ]
- --------------------------------------------------------------------------------------------------------------
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LONG DISTANCE GUI
IN WITNESS WHEREOF, U S WEST and CGI agree and execute this Schedule in
duplicate by their respective authorized representatives.
CARNEGIE GROUP, INC. U S WEST LONG DISTANCE
MARK HERNANDEZ
SENIOR DIRECTOR - SYSTEMS
BY: /s/ BRUCE RUSSELL BY: /s/ MARK HERNANDEZ
------------------------- -------------------------
NAME: Bruce Russell NAME: Mark Hernandez
----------------------- -----------------------
(printed) (printed)
TITLE: EVP/COO DATE: 10/30/97
---------------------- -----------------------
DATE: 11/4/97
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U S WEST BRI LONG DISTANCE
KEVIN PHELPS
DIRECTOR - FINANCE
BY: /s/ KEVIN PHELPS
-------------------------
NAME: Kevin Phelps
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(printed)
DATE: 10/30/97
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