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EXHIBIT 10.08(q)
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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CTAS Enhancements
SCHEDULE NUMBER "14-001-97"/AGREEMENT NO. 9700050785
U S WEST
CUSTOMER TERMINAL ACCESS SYSTEM (CTAS) ENHANCEMENTS
(CTAS ENHANCEMENTS PROJECT)
This Schedule Number "14-001-97", effective September 29, 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.
The U S WEST Customer Terminal Access System (CTAS) Enhancements Proposal from
Carnegie Group, Inc. to U S WEST dated September 1997 (the "CTAS Proposal")
shall be included in its entirety as a part of this Schedule 14-001-97. 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:
1. 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 the CUSTOMER TERMINAL ACCESS SYSTEM
(CTAS) ENHANCEMENTS PROJECT. The work to be provided by CGI represents a new
effort between the parties.
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CTAS Enhancements
1.2 OVERVIEW
Reference the Executive Summary and sections 1.1 through 1.3 of the CTAS
Proposal in its 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 (CTAS
ENHANCEMENTS) for a period of ninety (90) days from final Acceptance in
accordance with the terms of section 5 of the Agreement. This warranty
does not include correction of Errors in the CTAS software code which
are traceable to any portion of such code other than the CTAS
ENHANCEMENTS.
o Acceptance terms: U S WEST shall test the CTAS software delivered
hereunder according to the Acceptance Test(s) to be mutually agreed to
by the parties and provided hereunder.
The CGI project manager assigned to this CTAS ENHANCEMENTS PROJECT 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 effective date of this Schedule 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
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CTAS Enhancements
to the CTAS ENHANCEMENT PROJECT after the initial Review, unless as
otherwise mutually agreed by the parties.
1.4 ROLES AND RESPONSIBILITIES
Reference section 2.2 in its entirety of the CTAS Proposal for CGI, U S WEST and
Joint CGI and U S WEST Roles and Responsibilities for the project.
1.5 SCOPE
Reference sections 1.3 through 1.5 of the CTAS Proposal in their entirety for
the scope of the project.
1.6 DELIVERABLES
The following CTAS ENHANCEMENTS 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 CTAS ENHANCEMENTS
project. It documents such elements as project goals, points of
contact, schedule, resources, acceptance criteria, risks, constraints,
and assumptions. The SPMP ensures that all project elements are
considered initially and managed to successful completion.
o Client and User Requirements Document: This document defines the set of
requirements specified by the CTAS ENHANCEMENTS client representatives
for functional purposes and channel groups for usability purposes.
o Architecture Document: This document describes the overall system
architecture, which describes modular composition, high-level
interfaces, hardware platform, and software platform.
o Design Document: This document contains a detailed description of each
CTAS ENHANCEMENTS application module and their respective interfaces.
o User Guide: This document contains detailed instructions of actions
required by Inter- exchange carriers to effectively utilize all system
functions.
o Source Code: Multiple releases of the CTAS ENHANCEMENTS source code
will be provided to U S WEST. Releases include the initial development
release, integration- tested software, system-tested software, and
final production software.
o Status Reports: Weekly (or as determined appropriate) status reports
will be developed by CGI which describes project status, progress,
issues, and plans.
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CTAS Enhancements
o Administrators Guide: providing instructions for System Administrators
describing the installation, set-up, and maintenance of the system.
o Training Materials: We will work with U S WEST market units to
determine what training materials, if any, need to be provided.
o Additionally, User Cases, User Requirements, Design Notes, and Test
Plans will be developed.
1.7 SUMMARY
This CTAS Enhancements project covers efforts to be performed over an estimated
three (3) month duration.
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2. SCHEDULE, STATEMENT OF WORK, AND DELIVERABLES
2.1 TASKS AND SCHEDULE
Reference Article 2 at the very beginning under "General", including the
development tasks in 1 through 5, of the CTAS Proposal for a more detailed
schedule with development tasks by functional area.
2.2 ASSUMPTIONS AND RISKS
The project description, schedules, and deliverables were developed based on the
assumptions provided in Section 2.3 of the CTAS Proposal. If these assumptions
are not valid, changes to the schedule, deliverables, and cost of the CTAS
Enhancement project may be required.
Both parties agree that there are risks associated with this effort primarily
because the original CTAS software was developed by a different U S WEST
contractor (and not CGI). To minimize the risks, the parties have agreed to
fully define the scope prior to the start of this CTAS Enhancements Project.
2.3 DELIVERABLES
See Section 2.1 of the CTAS Proposal for a description of the 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.
Schedule Number 14-001-97 Carnegie Group, Inc. and U S West 10/13/97
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CTAS Enhancements
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:
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ITEMIZATION OF COSTS AMOUNT
- ------------------------------------------------------ ------------------------------------------------------
CONTRACT ENGINEERING COSTS (TIME AND MATERIALS) [ ]
LESS [ ] MINIMUM DISCOUNT [ ]
- ------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------------
CGI/THIRD PARTY LICENSE FEES
- ------------------------------------------------------ ------------------------------------------------------
TRAVEL EXPENSES AND OTHER PASS-THROUGH EXPENSES
- ------------------------------------------------------ ------------------------------------------------------
TOTAL SCHEDULE ESTIMATED PRICE [ ]
- --------------------------------------------------------------------------------------------------------------
ESTIMATED HOURS ARE AS FOLLOWS:
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CATEGORY ESTIMATED CARNEGIE GROUP HOURS
- ------------------------------------------------------ ------------------------------------------------------
PROJECT MANAGER [ ]
ENGINEER(S) [ ]
- ------------------------------------------------------ ------------------------------------------------------
TOTAL HOURS [ ]
- --------------------------------------------------------------------------------------------------------------
Schedule Number 14-001-97 Carnegie Group, Inc. and U S West 10/13/97
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CTAS Enhancements
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
By: /s/ BRUCE RUSSELL By: /s/ LEE TANNER
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Name: Bruce Russell Name: Lee Tanner
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(printed) (printed)
Title: EVP/COO Title: Program Manager
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Date: 10/20/97 Date: 10/15/97
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U S WEST BRI
By: /s/ SHERYL SWAYZE
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Name: Sheryl Swayze
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(printed)
Title: Commodity Manager
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Date: 10/15/97
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Schedule Number 14-001-97 Carnegie Group, Inc. and U S West 10/13/97
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