Page 1
AGREEMENT FOR PROFESSIONAL SERVICES
UT Agreement No. UB0169
This Agreement for Professional Services is made by and between BULL HN
INFORMATION SYSTEMS INC. by its UniKix Technologies Division, having a place
of business at 13400 N. Black Canyon Highway, Building B, Suite 100, Phoenix,
AZ 85029, (hereinafter "UT") and CCS TECHNOLOGY GROUP, INC., having a place
of business at 900 Winderley Place, Maitland, FL 32751 (hereinafter
"CUSTOMER").
W I T N E S S E T H:
WHEREAS, UT provides professional services related to the current
business needs of CUSTOMER; and
WHEREAS, UT is willing to provide such profession services to CUSTOMER in
accordance with the terms and conditions of this Agreement; and
WHEREAS, CUSTOMER desires to authorize UT to provide professional
services in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the covenants contained herein, and
other good and valuable considerations, the parties hereto agree as follows:
Article 1 - Mutual Commitment and Cooperation
1.1 Subject to the terms and conditions of this Agreement, UT shall provide
professional migration services (the "Services") as necessary to migrate
CUSTOMER selected CICS/COBOL application programs (the "Programs") from
CUSTOMER's mainframe to its UNIX open system environment (the
"Deliverables"). UT shall commit the reasonable effort of its
organization and personnel to cause such Services to meet the priorities,
delivery schedules, and objectives mutually developed by UT and CUSTOMER,
which shall be documented and set forth in a project plan (the "Statement
of Work"), attached hereto as Exhibit A.
1.2 Prior to the commencement of Services, each party shall appoint a
qualified technical coordinator (the "Project Manager"), who shall have
authority to act for and on behalf of the party represented, to make
binding technical decisions with respect to the specifications of the
Statement of Work, to reduce such technical decisions to writing, and to
supervise and coordinate all responsibilities of the parties under this
Agreement. UT and CUSTOMER agree that Project Managers shall not have
authority to modify or otherwise amend the terms and conditions of this
Agreement, except as provided in Article 5 hereto. Either party may make
Page 2
changes in its assigned personnel upon written notice to the other party.
1.3 The Statement of Work shall include, among other things, a specification
detailing the Deliverables contemplated under this Agreement, and test
criteria (the Test Plan), against which, UT or CUSTOMER or both, will
measure and test the Deliverables to ensure conformance to the Statement
of Work. Prior to the commencement of Services by UT, each Project
Manager shall indicate concurrence with the final Statement of Work by
placement of a signature thereto.
1.4 CUSTOMER agrees to cooperate with UT in every reasonable way by, among
other things, (a) providing UT access to CUSTOMER's computing system
environment, providing UT object and source code copies of the Programs
to be migrated, and (c) promptly responding to UT requests for CUSTOMER
information, data, operating procedures, and such other materials and
assistance as may be necessary to enable UT to successfully perform
Services.
1.5 CUSTOMER acknowledges it may incur additional charges under this
Agreement, in the event CUSTOMER makes changes to its Programs after the
date of UT commencement of Services, if such changes render the
Deliverables non-conforming with the specifications contained in the
Statement of Work, and if such changes necessitate additional work by UT
to synchronize the Deliverables to ensure conformance with CUSTOMER
Program changes.
1.6 Performance of this Agreement shall be accomplished at the facilities of
UT, Phoenix, AZ or at CUSTOMER's site, or at other facilities mutually
agreeable to the parties as specified during the performance of this
Agreement.
1.7 Nothing in this Agreement shall transfer ownership of methodology,
software programs or other intellectual property of UT, or limit in any
way, UT's ownership or right to use the methodologies or design concepts
employed or produced under this Agreement, except as may be provided in
Article 9.2.
Article 2 - Payment Terms
2.1 CUSTOMER agrees to pay UT $57,500, for the Services provided under this
Agreement, in accordance with the following milestone payment schedule:
Milestone Amount
2.1.1 Upon Project Initiation $17,500
2.1.2 Upon UT Delivery of the Verification
Documents $17,500
Page 3
2.1.3 Upon Completion of Training and Consulting
Services (2 Weeks) $17,500
2.1.4 Upon Completion of Test Grace Period $ 5,000
Total $57,500
2.2 UT shall invoice CUSTOMER in installments, the amount associated with
each payment milestone set forth in Article 2.1. CUSTOMER payments to
UT shall not be contingent upon any testing of the Deliverables
performed by CUSTOMER following UT conveyance of the completed
Deliverables to CUSTOMER.
2.3 For purposes of the payment at Article 2.1.1, UT will invoice CUSTOMER
upon initiation of the Project.
2.4 For purposes of the payments at Articles 2.1.2, and 2.1.3, UT shall
invoice upon UT delivery to CUSTOMER of the completed Deliverables in
accordance with the Statement of Work.
2.5 For purposes of the payment at Article 2.1.4, UT shall invoice CUSTOMER
following the test grace period defined in Article 2.1.4.
2.6 The payments specified herein shall not be construed to include local,
county, state or federal sales, use, excise, personal property, or other
similar taxes, if applicable (but excluding taxes based upon UTs
income), and all such applicable taxes shall be assumed and paid for by
Motorola.
2.7 In addition to the amounts set forth in Article 2.1, if applicable, UT
will invoice CUSTOMER on a monthly basis for the reasonable travel and
living expenses of UT personnel for any travel outside the State of
Arizona, requested and authorized by CUSTOMER related to UTs performance
of Services under this Agreement.
2.8 CUSTOMER shall pay all UT invoices within thirty (30) days of CUSTOMER
receipt thereof.
2.9 Services requested by CUSTOMER which are in addition to those defined
and mutually agreed in the Statement of Work, when agreed to by UT, will
be invoiced by UT at its then current rates for such Services, plus any
reasonable out-of-state travel and living expenses of UT personnel which
may be required and authorized by CUSTOMER to enable UT to perform the
additional Services.
2.10 In the event of termination or expiration of this Agreement, CUSTOMER
shall be obligated to pay UT any outstanding payments for Services work
completed up
Page 4
to the date of such termination or expiration, or as otherwise specified
herein, and CUSTOMER's obligation of payment shall survive any such
termination or expiration of this Agreement.
2.11 Payment terms set forth in this Article 2.0, are subject to change
pending UT's verification and approval of CUSTOMER's financing
arrangements and credit status.
Article 3 - Term
3.1 This Agreement shall become effective upon execution by the parties, and
shall continue to be in effect until completion of the Services by UT,
unless otherwise terminated in accordance with this Article 12.
Article 4 - License
4.1 CUSTOMER hereby grants to UT, and UT accepts, a non-exclusive,
non-transferable, royalty free license under CUSTOMER's intellectual
property rights, to use, reproduce, modify, and if applicable, prepare
derivative works of the Programs, be they CUSTOMER developed Programs or
Programs licensed by CUSTOMER from a third party, solely for the purpose
of enabling UT to perform Services. Such license shall include both
object and source code, including any instruction or operating
documentation related thereto.
Article 5 - Change Orders
5.1 It is mutually acknowledged that changes in the configuration,
specifications, time and place of delivery, pricing and payment terms
for Services, or which otherwise require additional or diminished work,
may be desirable in light of actual experience gained in the course of
UT performance of Services, or as CUSTOMER redefines its needs.
Accordingly, either party shall be entitled to propose changes to such
terms by written notice at any time delivered to the other party. The
parties agree to consider such a proposed change in good faith, and to
make a faithful effort to accept equitable adjustments where appropriate
to accomplish the mutual objectives of the parties. If such a proposed
change is accepted, it shall be reduced to a formal, written order
("Change Order"), signed by both parties Project Managers prior to
execution thereof. Change Orders shall amend, and be affixed to, the
Statement of Work.
5.2 If CUSTOMER proposes a change upon which the parties cannot reach
agreement, and CUSTOMER in good faith believes its change is feasible
and necessary for its operational objectives, CUSTOMER may (in its
discretion), terminate this Agreement, provided that CUSTOMER
compensates UT on a prorated basis for Services rendered and items
procured or delivered through the
Page 5
date of such termination. In no event, however, shall CUSTOMER be
required to pay UT more than the amounts that have become due and
payable through the actual date of termination.
Article 6 - Delays
6.1 UT shall be entitled, at its sole discretion, to adjust its delivery
schedules, and reassign idled UT personnel, for delays of five (5) days
duration caused by (a) CUSTOMER non-responsiveness to its obligations
hereunder, including but not limited to, CUSTOMER failure to deliver
Programs and/or other requisite software, files, and documentation in
the form and manner specified in the Statement of Work, or (b) contract
employees or other third party service providers of CUSTOMER who are
performing services having cross dependencies to UT's performance, and
which will impede UT's timely performance if such cross dependencies are
not delivered within the timeframe specified by CUSTOMER in the
Statement of Work. In the event such delays as stated in the foregoing
exceed ten (10) days duration, UT shall have the right to assess
downtime fees on a time and materials basis for those UT personnel idled
by such delays, and UT may invoice project milestones in accordance with
the original delivery dates as agreed by the parties prior to such
delays.
Article 7 - Development Tools
7.1 Subject to the restrictions set forth in this Article 7.1, UT will, upon
completion of Services, provide CUSTOMER an undocumented, data migration
tool in machine executable form (hereinafter the "Tool"), at no charge,
for use by CUSTOMER for its internal business purposes only, and further
restricted to use by CUSTOMER only with Programs running on UT Programs,
and/or for migration of CUSTOMER's application programs to run on UT
Programs. CUSTOMER acknowledges that the Tool is provided "AS IS". UT
makes no warranty or representation, express or implied, with respect to
the completeness, reliability, accuracy, effectiveness, performance or
operation of the Tool, or regarding merchantability, or fitness for a
particular purpose. UT does not support the Tool, or provide training
in use of the Tools. CUSTOMER waives any and all claims it may have
against UT arising out of CUSTOMER's use of the Tools, or any results
obtained therefrom.
Article 8 - Deliverables Warranty
8.1 UT warrants that Services provided hereunder will be performed in a
professional manner by UT, using well qualified individuals and in
accordance with generally recognized commercial practices and standards.
8.2 UT further warrants for a period of sixty (60) days from the date of UT
delivery of
Page 6
the migrated source code to CUSTOMER (the "Warranty Period"), that all
source code delivered will be "clean compiled" and verified for
successful execution as provided in Section 2.2 of Exhibit A, Statement
of Work. UT does not warrant, and expressly disclaims, that the source
code provided by UT will execute in CUSTOMER's environment with
CUSTOMER's data. If during the Warranty Period CUSTOMER demonstrates to
UT that the source code subject of this warranty is not clean compiled,
UT will remedy, without charge to CUSTOMER, any and all parts of the
source code found to be defective or nonconforming to the Statement of
Work. UT will begin to correct defective or nonconforming code
immediately upon CUSTOMER's notice to UT, and shall continue diligently
until the defect or nonconforming code is corrected.
8.3 UT's entire liability and CUSTOMER's exclusive remedy as it relates to
the warranty respecting delivered source code shall be as set forth in
Article 8.2.
8.4 EXCEPT AS STATED IN THIS ARTICLE 8.0 UT MAKES NO OTHER REPRESENTATIONS
OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE OR OF
MERCHANTABILITY. UT ASSUMES NO RESPONSIBILITY WITH RESPECT TO THE USE
BY CUSTOMER OR ITS EMPLOYEES OR CLIENTS OF THE SERVICES OR DELIVERABLES.
Article 9 - Indemnification
9.1 CUSTOMER shall defend or settle at its expense any action brought
against UT to the extent that it is based on a claim that any Program
used within the scope of this Agreement infringes a patent, copyright or
trade secret, or other proprietary rights of third parties, provided
that UT notifies CUSTOMER promptly in writing of the claim, allows
CUSTOMER fully to control the defense or settlement of such claim, and
does not agree to any settlement of such claim without CUSTOMER's prior
written consent. Should any Program become; or in CUSTOMER's opinion be
likely to become, the subject of any claim of infringement, CUSTOMER
shall notify UT and UT shall promptly discontinue any use of the
Program. CUSTOMER will pay any costs and damages finally awarded or for
any settlement made with CUSTOMER's prior written consent and will
reimburse UT for its reasonable attorney's fees incurred in connection
therewith.
9.2 Each party shall indemnify the other and hold the other harmless from
and against any and all damages, expenses, liabilities and claims for
any injuries to or death of each parties' personnel arising from the
other party's negligence or intentional misconduct while present on the
premises of either party in connection with the performance of the
Services.
Page 7
Article 10 - Ownership and Confidentiality
10.1 CUSTOMER represents and warrants that it has all rights and licenses
necessary to grant UT the license in Article 4.1 hereto.
10.2 UT agrees that any Deliverables created by UT hereunder shall be deemed
a "work made for hire" under the United States copyright laws (17 U.S.C.
Section 101), as such may be amended. If any court of competent
jurisdiction determines that such derivative work is not a "work made
for hire", UT hereby agrees to irrevocably assign and hereby irrevocably
assigns its copyright rights to CUSTOMER.
10.3 Expressly excluded from the provisions of Article 10.2 are any
preexisting development tools of any kind which UT may provide for
purposes of performing Services, and UT shall retain any and all right,
title, and ownership it may have to UT's preexisting development tools
and material.
10.4 UT has no right, title or interest in the Programs except as provided
herein. UT acknowledges CUSTOMER's representation that the Programs
constitute, contain and embody valuable confidential information, trade
secrets and proprietary rights of CUSTOMER and its licensors. UT agrees
to protect and maintain the complete confidentiality of the Programs,
including but not limited to agreeing (i) to restrict access to the
Programs to those employees, including contract employees, who require
such access to enable UT to use the Programs hereunder and who have
executed a nondisclosure agreement with UT and (ii) to secure and
protect the Programs, including erasure thereof prior to disposing the
media, consistent with the maintenance of CUSTOMER's and others' rights
therein. UT will ensure that all of CUSTOMER's and other third party's
proprietary notices, including but not limited to any trademark,
copyright or other proprietary rights notices, are reproduced and
maintained on all copies of the Programs, and UT will not remove any
such markings from the Programs. UT shall have no right to affix its
own copyright notices to the Programs. UT will promptly notify CUSTOMER
in the event that any unauthorized party obtains access to the Programs
through UT.
10.5 All written information provided by CUSTOMER to UT in connection with
Services performed under this Agreement, including that information and
material which was delivered to UT prior to the execution of this
Agreement, and which is identified in writing as proprietary information
will be safeguarded by UT during the term of this Agreement, and for a
period of two (2) years thereafter, to the same extent that UT
safeguards like information relating to its own business. UT bears no
responsibility for safeguarding information which is publicly available,
already in UT's possession or known to UT, or rightfully obtained by
Page 8
UT through third parties.
Article 11 - Limitations of Liability
11.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT AND
NOTWITHSTANDING THE FORUM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE
BROUGHT BY CUSTOMER AGAINST UT, CUSTOMER AGREES THAT UT'S AGGREGATE
LIABILITY, IF ANY, TO CUSTOMER FOR ANY LOSS, DAMAGE, CLAIM, LIABILITY OR
EXPENSES OF ANY KIND (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS OR
SAVINGS TO CUSTOMER) CAUSED DIRECTLY OR INDIRECTLY BY THE PERFORMANCE OR
NONPERFORMANCE OF SERVICES PURSUANT TO THIS AGREEMENT OR BY THE
NEGLIGENCE, ACTIVE OR PASSIVE OF UT, SHALL BE EXCLUSIVELY LIMITED TO
ACTUAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL DOLLAR AMOUNT
ACTUALLY PAID BY CUSTOMER TO UT UNDER THIS AGREEMENT. UNDER NO
CIRCUMSTANCES SHALL UT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY OR PUNITIVE DAMAGES, OR FOR REPROCUREMENT COSTS OR LOST
PROFITS, DESPITE THE POSSIBILITY THAT SUCH DAMAGES MAY BE KNOWN TO UT.
11.2 In no event shall UT be liable for any loss, injury, or damage resulting
in whole or in part from acts of God or civil or military authorities,
fire, communications or transmission problems, computer malfunctions, or
any cause of a similar or different nature beyond the control of UT to
prevent or provide against.
11.3 CUSTOMER agrees that the Services provided hereunder are wholly advisory
in nature and are based on information, judgments and decisions made by
CUSTOMER. The parties further agree that any Deliverables provided by
UT are designed to be utilized by CUSTOMER's professionals and managers
and that such use shall be solely CUSTOMER's responsibility and the
product of CUSTOMER's professional judgment.
11.4 No action in any form arising out of this Agreement shall be instituted
more than two (2) years after the cause of action has arisen.
Article 12 - Term and Termination
12.1 CUSTOMER may terminate this Agreement upon ten (10) days written notice.
In such event, however, CUSTOMER shall be required to pay UT the amounts
that have become due and payable through the actual date of termination,
plus the amounts that would otherwise have become due and payable
through the date of the next milestone scheduled to be accomplished.
Page 9
12.2 UT may terminate this Agreement by written notification to CUSTOMER that
CUSTOMER failed to comply with any material term or material condition
of this Agreement and has failed to cure such default within ten (10)
days after its receipt of notice thereof.
12.3 CUSTOMER agrees to return the original and any copy of Programs licensed
hereunder to UT within five (5) days after any termination of this
Agreement or the license granted herein.
12.4 Termination of this Agreement shall not relieve CUSTOMER or UT of those
obligations under this Agreement that, by their terms, survive any
termination.
Article 13 - Independent Contractor
13.1 It is mutually understood and agreed that in the performance of this
Agreement, UT will not be subject to the control or direction of
CUSTOMER as to the means or method of performing Services, and that UT
is acting as an independent contractor and shall not for any purpose be
deemed an employee of CUSTOMER.
Article 14 - Waiver, Severability and Non-Assignability
14.1 All rights of each party hereunder are separate and cumulative, and no
one of them, whether exercised or not exercised, will be deemed to be an
exclusion of any other right, and will not limit or prejudice any other
legal or equitable right which it may have.
14.2 Should any part of this Agreement for any reason be declared invalid or
void, such decision shall not affect the remaining portion which will
remain in full force and effect as if the Agreement had been executed
with the invalid portion eliminated.
14.3 CUSTOMER may assign this Agreement in whole or in part only with the
prior written consent of UT. UT may assign this Agreement in whole or
part and all or part of the payments to the extent that UT's obligations
to CUSTOMER are not affected.
Article 15 - Governing Law
15.1 This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts. UT and CUSTOMER agree that with respect to any dispute
or claim arising out of or relating to this Agreement or any alleged
breach thereof, jurisdiction and venue shall lie exclusively in the
United States District Court for Massachusetts (Boston) and UT and
CUSTOMER hereby irrevocably agree to
Page 10
submit to the jurisdiction of such court.
Article 16 - Entire Agreement
16.1 This Agreement, shall constitute and define the entire and complete
rights of the parties hereto and supersedes all prior oral and written
proposals and communications. In no event shall there be any implied
contract asserted by either party except as herein stipulated.
Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
signed and executed with the intention of becoming legally bound thereby.
CUSTOMER:
CCS TECHNOLOGY GROUP, INC. BULL HN INFORMATION SYSTEMS INC.,
by its UniKix Technologies Unit
/s/ Daniel P. Starros /s/ Alfred W. Randall
- ---------------------------------- --------------------------------------
(Signature with Authority) (Signature with Authority)
Daniel P. Starros Alfred W. Randall
- ---------------------------------- --------------------------------------
(Printed Name) (Printed Name)
Chief Information Officer Director, Contract Administration
- ---------------------------------- --------------------------------------
(Title) (Title)
12/13/95 12/11/95
- ---------------------------------- --------------------------------------
(Date) (Date)
Page 12
EXHIBIT A
STATEMENT OF WORK
CCS Technology Group, Inc.
Migration Project
Revised 12/11/95
Prepared by UniKix Technologies
13400 N. Black Canyon Highway
Bldg. B, Suite 100
Phoenix, Arizona 8S029
Page 13
Table of Contents
PROJECT OVERVIEW 1
SECTION 1: SCOPE OF PROFESSIONAL SERVICES 2
SECTION 1.1: PROGRAM QUANTITIES FOR MIGRATION 2
SECTION 1.2: TRAINING 3
SECTION 1.3: PROFESSIONAL CONSULTING SERVICES 3
SECTION 1.4: PROJECT MANAGEMENT 3
SECTION 1.5: PAYMENT MILESTONES 3
SECTION 2: MIGRATION STRATEGY 4
SECTION 2.1: DEFINITION OF THE MIGRATION PROCESS 4
SECTION 2.2: DEFINITION OF THE TESTING PROCESS 5
SECTION 2.3: ENVIRONMENTS 5
SECTION 2.4: PROJECT RESPONSIBILITIES 6
SECTION 2.5: DELIVERABLES 7
SECTION 2.6: RESOURCE ALLOCATION 8
SECTION 3: ASSUMPTIONS 9
SECTION 4: APPROVALS 10
APPENDIX A: CCS APPLICATION INVENTORY LISTING 11
Page 14
APPENDIX B: INITIAL PROJECT PLAN 12
Page 15
PROJECT OVERVIEW
This document presents a Statement of Work for the migration of 4 modules
within CCS Technology Group, Inc.'s VISION PLUS Release 2.1 financial system
to a UNIX-based SUN hardware platform for the purpose of downsizing the
application. UniKix Technologies (UT) is providing its professional migration
to CCS Technologies Group, Inc. under the Professional Service Agreement
#UB0169.
CCS Technology Group, Inc. (CCS) will determine a functionally representative
BASELINE of the 4 modules, to include all batch and on-line programs,
copybooks, maps, and JCL. This BASELINE will serve as the definition of all
source to be included in the migration. CCS Technologies Group, Inc. will
present a detail document referred to as Appendix A - CCS Application
Inventory Listing containing a list of all programs, naming conventions,
transaction codes, and copybooks that are part of the BASELINE.
The four modules to be migrated were identified during the initial audit
process and include:
Customer Authorization System (CAS)
Credit Management System (CMS)
Security Sub System and Common Routines (SSC)
Accounts Services Management (ASM)
CCS Technology Group, Inc. will create tapes, containing the BASELINE when
the VISION PLUS Release 2.1 is available on November 6, 1995, according to
the tape requirements provided by UniKix Technologies and forward the
application tapes to UniKix Technologies in Phoenix, Arizona, where the
application programs will be unloaded, analyzed and migrated to run on the
UNIX platform using the UniKix OLTP product. During this migration project
there will be NO file conversion and subsequently NO Acceptance Testing.
Online testing will be limited to a review of the screen format against the
CCS provided documentation. Batch testing will be limited to running the
provided and specified JCL/ARZJCL2 (limited to 98 steps) and ARZJCL2C
(limited to 45 steps) through EBM in verify mode to a condition code of 0.
One batch program will be executed to test the I/O module to ensure that it
will write out a header and trailer record. CCS is required to provide UT a
document describing the content of the header and trailer record.
The CCS Technology Group. Inc.'s Source Management functionality will not be
converted as part of the professional services agreement. All programs, JCL
and control cards pertaining to the Source Management will not be migrated.
When the source code migration is complete, CCS personnel will have 1 week of
UniKix Product Training to be followed by 1 week of consulting service at
UT's Phoenix
Page 16
Facility using the CCS source code.
UniKix Technologies will offer their services for the subsequent tasks beyond
the source code migration as Professional Consulting Services to be requested
by the client for those tasks when they need assistance. Once the
Professional Consulting Services Contract has been authorized, CCS can
utilize the environment set up for the migration at the UniKix Phoenix
facility for testing, along with UT consulting services for the time period
established in the consulting services contract.
Section 1: Scope of Professional Services
This section describes the services to be included in the migration related
to the professional services estimate provided.
Section 1.1: Program Quantities for Migration
The VISION PLUS Release 2.1 source programs that will be migrated are defined
in detail in Appendix A - CCS Application Inventory Listing supplied by CCS
Technology Group, Inc. at the onset of the project. The following list
quantifies the number of programs and files; and the cost of the migration
for the items that were presented during the initial audit process dated
8/14/95 and the additional ASM module dated 9/27/95.
The intent of CCS Technology Group, Inc. is to use the VISION 2.1 product
line as the BASELINE for initial Fixed Price Quote. However, CCS
Technologies Group, Inc. wishes to migrate the VISION PLUS Release 2.1
beginning on December 18, 1995. At the time of delivery, the VISION PLUS
Release 2.1 source will be compared with the VISION 2.1 source previously
received by UT and a change order will be created for any additional
programs, maps, copybooks, or JCL.
PRICE
----------
Migration Preparation and Setup $10,000.00
CICS Table Setup $ 2,000.00
Migration of 263 On-line COBOL programs to the UniKix environment $ 8,876.00
Migration of 227 BMS mapsets to function with the migrated
programs $ 2,270.00
Migration of 502 Batch COBOL programs to the UniKix environment $16,943.00
Migration of 145 MVS JCL Jobsteps to UNIX shell scripts
(JCL/ARZJCL2 and ARZJCL2C) $ 1,000.00
Online comparison of screens to CCS documentation $ 5,000.00
JCL EBM verification (run in verify mode to condition code 0) $ 5,000.00
Page 17
__________
SUBTOTAL for the Basic Migration Service for the CCS application
as described above. $51,089.00
Section 1.2: Training
With the purchase of the UniKix 4.1 license software, UT will provide
standard UniKix Training, consisting of a one week training class at
our Phoenix facility for one individual. The following topics are
included:
UNIX
Micro Focus COBOL
UniKix On-line
UniKix Batch
Migrating EBM Applications to UniKix
NOTE: Additional training is based on $300.00 per day per student plus
T&L if the training is provided on the customer site. Minimum class
size for customer site training is 6 people. It is CCS's desire to
have UniKix Product Training (1 week) and Migration Training (I Week)
for 3 CCS personnel at the Phoenix Facility.
SUBTOTAL for the Standard UniKix Training ( 1 Week) $ 3000.00
First individual free, second two at $300.00 per day
Section 1.3: Professional Consulting Services
UT will provide one week of Migration Services Consulting.
SUBTOTAL for ( 1 Week) Consulting Services $ 5000.00
Section 1.4: Project Management
UT will provide project management services throughout the duration of
the project to act as the focal point for all project related issues,
coordinate resources, and assure timely transfer of deliverables
according to the project plan. Status meetings will be conducted via
telephone conference calls to monitor the progress of the project.
SUBTOTAL for Project Management $ 5,609.00
TOTAL Migration Services Fixed Price $64,698.00
Less Discount $(7,198.00)
-----------
NET Migration services Fixed Price $57,500.00
Page 18
Section 1.5: Payment Milestones
Payment Milestones
1.0 Initial Payment for Migration Services upon project
initiation $17,500.00
2.0 Delivery of the verification documents $17,500.00
3.0 Completion of Training and consulting Service (2 Weeks) $17,500.00
4.0 Completion of test grace period (30 days after item
3.0 above) $ 5,000.00
-----------
TOTAL $57,500.00
Section 2: Migration Strategy
Section 2.1: Definition of the Migration Process
[CHART]
The picture above represents the suggested migration process. Within each
task the designation of CCS means CCS Technology Group, Inc. responsibility
and UT means UniKix Technologies responsibility.
UniKix Technologies will provide the professional services as part of the
fixed price agreement up to and including the-verification of the migrated
source code. CCS Technology Group, Inc. will be required to provide
application knowledge during the migration. CCS Technologies Group, Inc.
resource(s) will be required onsite at the UT Phoenix facility for
verification of the migrated source before delivery to CCS. The verification
will be conducted by UT personnel in order to demonstrate to CCS personnel
the comparison of the online screens with the documentation and the JCL EBM
verification.
UniKix Technologies will offer their services for the remaining tasks as
Professional Consulting Services to be requested by the client for those
tasks when they need assistance.
Page 19
Section 2.2: Definition of the Testing Process
There will be no formal Acceptance Testing as part of the Professional
Services Contract. To verify that the source code has been migrated
successfully UT will compare all online screens against the documentation
provided by CCS, and will run the Job ARZJCL2 (limited to 98 steps) through
the EBM process in verify mode to a successful completion of condition codes
of 0 and will execute Job ARZJCL2C / Program ARU900 which will write a header
and trailer record to a file in order to test the I/O Module. CCS resource
will be available onsite in Phoenix during this verification as described
above The completion of the verification serves as acceptance of the source
code migration by CCS.
All further testing will be the responsibility of CCS and be performed
initially at UT's Phoenix facility and subsequently at CCS's facility Upon
the initiation of a Professional Services Consulting Agreement and Work
Order, UT will provide consulting services to assist CCS in their testing
effort and help resolve any product or migration discrepancies that may arise
from testing.
Section 2.3: Environments
Current Environment Migration Environment Target Environment
Hardware: Hardware: Hardware:
IBM 3090 HP T500 Sparc/20
Software: Software: Software:
MVS HP UX Operating System Solaris 2.4
9.0.4
Microfocus COBOL 3.2 Microfocus COBOL 3.2
Oracle 7 Ver. 7.1 UniKix Ver. 4.1
Syncsort Ver. 1.5 EBM Ver. 8.0
UniKix Ver. 4.1
EBM Ver. 8.0
KixScan
KixWorld
BRIXTON PU4/PU5
ISC
Page 20
Section 2.4: Project Responsibilities
CCS Technology Group, Inc. Statement of Work
The initial project plan is described in Appendix B - Initial Project Plan.
This project plan will be determined after the delivery of VISION PLUS
Release 2.1 on December 20, 1995 and agreed upon by both parties at the onset
of the project. The milestones and project responsibilities are outlined in
this section.
Project Preparation
CCS Technologies Group, Inc. will provide a detailed document describing
the application inventory as Appendix A - CCS Application Inventory
Listing which lists all programs, naming conventions, transaction
codes, BMS Mapsets, and CopyBooks. Appendix A should be received and
reviewed by UniKix Technologies by the project start date.
CCS Technologies Group, Inc. will provide UT the documentation for each
of the 4 modules.
CCS Technologies Group, Inc. will provide tapes that include the
following items from the BASELINE:
On-line source programs.
Batch source programs.
Copybook members.
Batch JCL.
JCL procedures.
Control Cards used in JCL.
BMS Maps.
Macros or RDO used for the CICS: FCT, PPT, PCT, TCT tables.
UT will establish a BASELINE migration environment at the UT Phoenix
Facility for CCS Technologies Group, Inc. migration project.
UT and CCS Technologies Group, Inc. will allocate appropriate resources
for the time periods defined in Section 2.6 of this Statement of Work.
Project Management
UT and CCS Technologies Group, Inc. will provide project management
services throughout the duration of the project to act as the focal
point for all project related issues, coordinate resources, and assure
timely transfer of
Page 21
deliverables according to the project plan.
Status meetings will be conducted via telephone conference calls to
monitor the progress of the project. The frequency and timing of
status meetings will be mutually agreed after commencement of the
project.
Conversion
UT will be NOT be responsible for converting CCS Technology Group, Inc.
data.
Migration
UT will be responsible for migrating CCS Technologies Group, Inc. source
programs included Appendix A - CCS Application Inventory Listing.
On-line COBOL TO Micro Focus COBOL/2 programs
Batch COBOL TO Micro Focus COBOL/2 programs
MVS JCL TO EBM Batch Shell Scripts
Procs TO EBM Batch Shell Scripts
Control Cards TO UNIX Sequential Line sequential files
BMS Maps TO UniKix BMS Maps
Section 2.5: Deliverables
Project Deliverables
Deliverable Responsible Party
- ----------- ------------------
Appendix A - CCS Application Inventory Listing CCS
BASELINE Application Tapes CCS
Module Documentation CCS
COBOL programs representing the Assembler Language
Programs CCS
Appendix B - Initial Project Plan UT
Delivery of the UniKix licensed software UT
Verification of the Migrated Source code UT/CCS
Completion of comparison of migrated online screens UT
against CCS Documentation
Completion of JCL execute in verify mode using EBM UT
- condition code 0 for Job ARZJCL2 (limited to 98
steps)
Completion of JCL ARZJCL2C/ program execution ARU900 UT
(limited to 45 steps)
Completion of UniKix Product Training (1 Week) UT
Completion of UniKix Migration Training (1 Week) UT
Delivery of Migrated Source (On-line and Batch) UT/CCS
Page 22
Project Management Deliverables
Deliverable Responsible Party
- ----------- ------------------
Status Reports UT
Status Conference Calls UT and CCS Technology Group, Inc.
Section 2.6: Resource Allocation
UT will provide the following resources for the migration project:
One (1) Project Manager.
One (1) Migration Services Technical Lead.
Adequate Analysts as defined in the detail project plan, agreed upon by
both parties at the onset of the project.
CCS Technology Group, Inc. will provide the following resources for the
migration project:
One (1) Project Manager.
One (1) Application Technical Analyst - with sufficient knowledge of the 4
modules to answer questions related to the migration of the application. CCS
Technology Group, Inc. resource(s) will be available by phone for the initial
period of the migration and will be onsite at the UT facility in Phoenix,
Arizona for the verification of the migrated source code.
During the two weeks training and consulting services period, CCS will
send a maximum of 3 CCS personnel. One (1) of the three (3) must be a
technical analyst with application knowledge.
Page 23
Section 3: Assumptions
The following assumptions have been made in preparing this statement of work
and project plan.
1.) UT assumes that CCS Technology Group, Inc.'s application programs will be
forwarded to UT in a timely manner in compliance with the schedule.
Cumulative delays caused by client of 5 days duration may result in
UT's adjustment of the project delivery schedule. Delays caused by
client of 10 days duration may result in UT's readjustment of the
delivery schedule and/or the development of a new project plan,
and/or the reassignment of project personnel. Delays subject of
this section shall include, but not be limited to:
(1) client's failure to provide application programs as agreed,
(2) client's failure to provide a dedicated technical resource with
sufficient knowledge of the project and application to facilitate
UT's completion of the project,
2.) UT assumes that the information provided in Appendix A - CCS Application
Inventory Listing is a complete and functional application. Any
additional time required to acquire a complete system will be submitted
as a change order and be added to the estimate detailed in Section 1.1.
3.) UT assumes that the applications to be migrated to UniKix will follow
normal standards that eliminate a need for significant modifications on
the part of UT. If for any reasons a CCS Technology Group, Inc.'s
application needs significant modifications, such modification will
impact the project schedule.
4.) UT assumes that CCS Technology Group, Inc. is providing a system platform
sufficient to complete all tasks associated with the Migration effort of
CCS Technologies Group, Inc.'s modules upon delivery.
5.) UT assumes that if the scope of the project changes during the period of
the project plan, UT will analyze the impact of such change on the
project and will present revised schedules and costs.
6.) UT agrees and assumes that CCS Technology Group, Inc. also agrees, to
their respective responsibilities as outlined in this document, to
achieve successful completion of the project. If in the course of
performing its responsibilities, UT becomes aware of a better way of
providing the functionality of the system, UT will so advise CCS
Technologies Group, Inc. so that each potential improvement can be
evaluated.
Page 24
8.) Re-engineering of approximately 5% of the source may be required for
performance considerations. This activity will be charged as
Professional Consulting Services.
9.) UT's standard training within a Migration Project does not include
education on performance tuning, sizing, or disk optimization.
10.) All T&L associated with the Migration Services will be charged to CCS
Technology Group, Inc. with prior approval by CCS Technologies Group,
Inc.
11.) UT' s assumes that CCS will convert the assembler routines identified in
the conforming to the delivery dates specified in the project plan -
Appendix B. Failure to deliver programs to replace the assembler
routines, will impact the project schedule and be subject to the delay
penalty in assumption 1.
12.) UT assumes that without complete acceptance testing, UT is unable to
provide a warrantee period for the migrated source.
Section 4: Approvals
By signature below, the respective representative has agreed to this
Statement of Work.
CCS Technology Group, Inc. UniKix Technologies
The Spectrum Building 13400 N. Black Canyon Highway
900 Winderley Place Bldg. B., Suite 100
Maitland, Florida 32751 Phoenix, Arizona 85029
Phone (407) 660-0343 Phone (602) 862-445S
By: /s/ Gerald L. Vaughn By: Ralph E. Tomerlin
- ---------------------------------- -----------------------------
Name: Gerald L. Vaughn Name: /s/ Ralph E. Tomerlin
--------------------------- ----------------------
Project Manager Project Manager
Date: 12/13/95 Date: 12/11/95
--------------------------- ----------------------
Page 25
By: /s/ Daniel P. Stavros By: Brian Newlove
----------------------------- ------------------------
Name: Daniel P. Stavros Name: /s/ Brian Newlove
--------------------------- ----------------------
Signature with Authority Director, Migration
Services
Date: 12/13/95 Date: 12/11/95
--------------------------- ----------------------
Page 26
Appendix A: - CCS Application Inventory Listing
CCS APPLICATION
INVENTORY LISTING
Appendix B: Initial Project Plan
Project plan must be determined after the delivery of VISION PLUS Release 2.1
expected by December 20, 1995.
DRAFT IN PROCESS
Page 28
Appendix A: - CCS Application Inventory Listing
CCS APPLICATION
INVENTORY LISTING
Page 29
Appendix B: Initial Project Plan
Project plan must be determined after the delivery of VISION PLUS Release 2.1
expected by December 20, 1995.
DRAFT IN PROCESS
Page 30
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
UT Agreement No UB0172
This Agreement for Professional Consulting Services is made by and
between BULL HN INFORMATION SYSTEMS INC. by its UniKix Technologies Unit,
having a place of business at 13400 N. Black Canyon Highway, Building B,
Suite 100, Phoenix, AZ 85029, (hereinafter "Consultant") and CCS TECHNOLOGY
GROUP, INC., having a place of business at 900 Winderley Place, Maitland, FL
32751 (hereinafter "Customer").
W I T N E S S E T H:
WHEREAS, Customer desires to utilize the expert advice and assistance of
Consultant in the field in which Consultant has professional qualifications,
and
WHEREAS, Consultant is willing and able to perform such services in
furtherance of Customer's business under the terms and conditions of this
Agreement,
NOW, THEREFORE, in consideration of the covenants contained herein, and
other good and valuable considerations, the parties hereto agree as follows:
Article 1 - Term and Termination
1.1 This Agreement will become effective on the date executed by Consultant
and will continue in effect through the completion of each mutually
agreed Work Order, as described in Article 3.1. The initial Work Order
is attached hereto as Exhibit A.
1.2 Customer may terminate any Work Order, or any portion thereof, upon ten
(10) days advance written notice. Upon receipt of such notice,
Consultant shall advise Customer of the extent to which performance has
been completed through such date, and collect and deliver to Customer
whatever work product then-exists in the manner requested by Customer.
Consultant shall be paid for all work performed through the date of
termination.
1.3 In the event of any termination of this Agreement, Articles 4 and 5
hereof shall survive and continue in effect.
Article 2 - Independent Contractor Status
2.1 It is the intention of the parties that Consultant be an independent
contractor and not an employee, agent, joint venturer, or partner of
Customer. Nothing in this Agreement shall be interpreted or construed as
creating or establishing the
Page 31
relationship of employer and employee between Customer and either
Consultant or any employee or agent of Consultant.
2.2 Consultant shall retain the right to perform work for others during the
terms of this Agreement. Customer shall retain the right to cause work
of the same or a different kind to be performed by its own personnel or
other contractors during the term of this Agreement.
Article 3 - Service to be Performed by Consultant
3.1 All work performed by Consultant shall be documented in a mutually
developed and agreed Work Order signed by authorized representatives of
both parties. Each Work Order shall set forth, at a minimum, the work to
be done, the number of Consultant's personnel to be assigned to
Customer's work, the duration of each individual's assignment, and fees
for the work to be performed. Consultant shall have the right to accept
or decline any proposed Work Order.
3.2 Consultant and Customer shall mutually determine the method, details, and
means of performing the work to be carried out by Consultant for
Customer. Customer may require, and Consultant's personnel shall observe
at all times, the security and safety policies of Customer, and the
applicable procedures and standards of Customer relating to the use of,
and development of, software code for Customer. In addition, Customer
shall be entitled to exercise a broad general power of supervision and
control over the results of work performed by Consultant to ensure
satisfactory performance. This power of supervision shall include the
right to inspect, stop work, make suggestions or recommendations as to
the details of the work, and request modifications to the scope of the
Work Order.
3.3 Consultant will try to accommodate work schedule requests of Customer to
the extent possible. Should any personnel of Consultant be unable to
perform scheduled services because of illness, resignation, or other
causes beyond Consultant's reasonable control, Consultant will attempt to
replace such personnel within a reasonable time, but Consultant shall not
be liable for failure if it is unable to do so, giving due regard to its
other commitments and priorities.
3.4 Customer will advise Consultant of the individual to whom consultant's
manager will report progress on day-to-day work. Customer and Consultant
shall develop appropriate administrative procedures for performance of
work at Customer's site. Customer shall periodically prepare an
evaluation of the work performed by Consultant for submission to
Consultant.
3.5 Consultants personnel will perform all work primarily at Customer's
premises except when such projects or tasks may, as mutually determined,
be performed
Page 32
off-site. Customer agrees to provide working space and facilities, and
any other services and materials Consultant or its personnel may
reasonably request in order to perform their work. Customer recognizes
there may be a need to train Consultant's personnel in the unique
procedures used at Customer's location. When Customer determines that
such training is necessary, Customer shall, unless otherwise agreed in
writing, pay Consultant for its personnel's training time.
Article 4 - Compensation
4.1 The current schedule of fees for work performed by Consultant under Work
Order # 1 shall be on a time and material basis at the rates agreed and
set forth in Work Order # 1. Fees for work performed by Consultant
against subsequent Work Orders shall be those fees mutually negotiated by
Consultant and Customer prior to execution of any subsequent Work Order.
4.2 Consultant shall submit invoices to Customer monthly for the services
furnished and other expenses incurred hereunder. Each invoice will
provide a breakdown and distribution of charges by name of individual and
expense items.
4.3 In addition to the payment of fees as mutually agreed, Consultant shall
invoice Customer on a monthly basis, at actual cost, the reasonable
travel (including airfare and consultant "in-transit time"), and living
expenses of Consultant's personnel for any Customer authorized travel to
and from Customer's work location, and other travel as may be determined
by Customer and specified within a Work Order.
4.4 The payments specified herein shall not be construed to include local,
county, state or federal sales, use, excise, personal, property, or other
similar taxes, if applicable (but excluding taxes based upon Consultant's
income), and any such tax, if applicable, shall be assumed and paid for
by Customer.
4.5 Customer shall pay each invoice in full with thirty (30) days receipt
thereof.
4.6 In the event of termination of this Agreement, Customer shall be
obligated to pay Consultant any outstanding payments for work completed
up to the point of termination. Customer obligation of payment shall
survive any such termination of this Agreement.
4.7 Consultant shall procure and maintain workers' compensation coverage
sufficient to meet the statutory requirements of every state in which
Consultant's personnel are engaged in Customer's work.
Article 5 - License Grant
Page 33
5.1 In the event consulting services contemplated hereunder require the
evaluation or use of Customer software programs by Consultant, Customer
shall grant, and hereby does grant Consultant, a non-exclusive,
non-transferable, royalty free license under Customer's intellectual
property rights, to use and evaluate any and all such software programs
("Project Software"), in object and source code if applicable, including
any instruction or operating documentation related thereto, for internal
use only, solely for the purposes contemplated in the Work Order.
5.2 Customer represents and warrants that it has all rights and licenses
necessary to grant the license-to Consultant in Article 5.1. Customer
agrees to indemnify, hold harmless and defend Consultant, and Consultant
employees, from and against any and all suits, proceedings at law or in
equity, and any and all liability, loss, claims, costs, damages or
expenses, including reasonable attorney's fees, arising out of or in
connection with any claims by a licensor of Project Software, that any
aspect of Consultant's performance pursuant to the license granted
Consultant in Article 5.1.
5.3 Consultant shall not acquire any right, title or interest in the Project
Software except as provided herein.
Article 6 - Intellectual Property Rights
6.1 Consultant shall maintain in strict confidence and shall use and disclose
only as authorized by Customer, all information of a competitively
sensitive or proprietary nature that it receives in connection with the
work performed for Customer pursuant to each Work Order. Consultant
shall require its personnel to agree to do likewise. Customer shall take
necessary steps to identify for the benefit of Consultant and its
personnel any information of a competitively sensitive or proprietary
nature, by affixing confidentiality notices to written material. These
restrictions shall not be construed to apply to (1) information generally
available to the public, (2) information released by Customer generally
without restriction, (3) information independently developed or acquired
by Consultant or its personnel without reliance in any way on other
protected information of Customer, or (4) information approved for the
use and disclosure of its personnel without restriction. Notwithstanding
the foregoing restrictions, Consultant and its personnel may use and
disclose any information (1 ) to the extent required by an order of any
court of other governmental authority of (2) as necessary for it or them
to protect their interest in this Agreement, but in each case only after
Customer has been so notified and has had the opportunity, if possible,
to obtain reasonable protection for such information in connection with
such disclosure.
6.2 All copyrights, patents, trade secrets, or other intellectual property
rights associated with any ideas, concepts, techniques, inventions,
processes, or works
Page 34
of authorship developed or created by Consultant or its personnel during
the course of performing Customer's work (collectively the "Work
Product") shall belong exclusively to Customer and shall, to the extent
possible, be considered a work made for hire for Customer within the
meaning of Title 17 of the United States Code. Consultant automatically
assigns, and shall cause its personnel automatically to assign, at the
time of creation of the Work Product, without any requirement of further
consideration, any right, title, or interest it or they may have in such
Work Product, including any copyrights or other intellectual property
rights pertaining thereto. Upon request of Customer, Consultant shall
take such further actions, and shall cause its personnel to take such
further actions, including execution and delivery of instruments of
conveyance, as may be appropriate to give fully and proper effect to such
assignment.
6.3 Expressly excluded from the provisions of Article 6.2 is any preexisting
development tool of any kind which Consultant may provide for purposes of
performing the services contemplated by the Work Order, and Consultant
shall retain any and all right, title and ownership it may have to such
preexisting tools and material.
6.4 Notwithstanding anything to the contrary herein, Consultant and its
personnel shall be free to use and employ its and their general skills,
know-how, methods, techniques, or skills gained or reamed during the
course of any assignment, so long as it or they acquire and apply such
information without disclosure of any confidential or proprietary
information of Customer and without any unauthorized use or disclosure of
Work Product.
Article 7 - Limitations
7.1 CONSULTANT DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT
TO THE SERVICES RENDERED BY ITS PERSONNEL OR THE RESULTS OBTAINED FROM
THEIR WORK, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL
CONSULTANT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT
DAMAGES, OR FOR ACTS OF NEGLIGENCE THAT ARE NOT INTENTIONAL OR RECKLESS
IN NATURE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
7.2 Customer agrees that Consultant's aggregate liability hereunder for
damages, regardless of the form of action, shall not exceed the total
amount actually paid by Customer for such services.
7.3 Consultant shall not be liable to Customer for any failure or delay
caused by events beyond Consultant's control, including, without
limitation, Customer's failure to furnish necessary information, failures
or delays in transportation or
Page 35
communication, failures or substitutions of equipment, or technical
failures.
Article 8 - General
8.1 All rights of each party hereunder are separate and cumulative, and no
one of them, whether exercised or not exercised, will be deemed to be an
exclusion of any other right, and will not limit or prejudice any other
legal or equitable right which it may have. Should any art of this
Agreement for any reason be declared invalid or void, such decision shall
not affect the remaining portion which will remain in full force and
effect as if the Agreement had been executed with the invalid portion
eliminated.
8.2 Neither party may assign any right or obligation of this Agreement
without the prior written consent of the other, which consent shall not
be unreasonably withheld.
8.3 Neither party shall, without the prior written consent of the other,
recruit or hire any personnel of the other party who are or have been
assigned to perform work until one (1) year after the completion of the
last Work Order in effect between the parties.
8.4 All notices required to be sent hereunder shall be in writing and shall
be deemed given five (5) days after deposited in the U.S. Mail, or faxed,
receipt acknowledged, however, no action adverse to the other party may
be taken unless the party taking action ascertains by any reasonable
method that notice has been received.
8.5 To the extent that Consultant's personnel may perform work at Customer's
premises, Customer shall maintain comprehensive general liability
insurance, including broad form property damage coverage, with limits of
at least $1 million combined single limit for personal injury and
property damage for each occurrence.
8.6 This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts. Customer and Consultant agree that with respect to any
dispute or claim arising out of this Agreement or any alleged breach
thereof, jurisdiction and venue shall be exclusively in the United States
District Court for Massachusetts (Boston) and Customer and Consultant
hereby irrevocably agree to submit to the jurisdiction of such court.
8.7 This Agreement supersedes any and all agreements, either oral or written,
between the parties hereto with respect to the rendering of services by
Consultant for Customer. Any modification of this Agreement will be
effective only if it is in writing signed by the parties hereto.
Page 36
The parties hereto acknowledge reading this Agreement, agree to be bound by
its terms and conditions, and Customer's signature hereto signifies
Customer's acceptance of, and obligation to pay, the fees mutually agreed in
the attached Work Order.
CUSTOMER: CONSULTANT:
CCS Technology Group, Inc. Bull HN Information Systems Inc.
by its UniKix Technologies Unit
/s/ Daniel P. Stavros /s/ Alfred W. Randall
- ---------------------------------- --------------------------------------
(Signature with Authority) Alfred W. Randall
Daniel P. Stavros, Chief Director, Contract Administration
Information Officer
- ---------------------------------- --------------------------------------
(Name and Title) (Name and Title)
12/13/95 12/11/95
- ---------------------------------- --------------------------------------
(Date) (Date)
Page 37
EXHIBIT A
Work Order #1
Consulting Services
CCS Technologies Group, Inc.
8/28/95
Revised 12/11/95
Consulting Strategy
Consultant shall provide the services of a migration analyst to support and
assist CCS Technologies Group, Inc.'s migration effort, under the direct
supervision and control of CCS Technologies Group, Inc. (CCS). During the
support period UT personnel will be available to answer any UniKix Product
related questions and to assist in the migration of the following modules:
Customer Authorization System (CAS), Credit Management System (CMS), Security
sub-System and Common Routines (SSC, and Accounts Services Management (ASM).
This work order is subject to the terms and conditions of the Professional
Consulting Agreement #UB0172.
Period of Performance
February 27, 1996 through March 22, 1996
Estimated at (4 weeks) $ 25,000.00
UT will provide CCS Technologies Group, Inc., with a time card at the end of
each week for concurrence of services.
If at any time after the end of the Period of Performance stated in this work
order, CCS Technologies Group, Inc. desires to obtain additional Consultant
services under the terms of this Consulting Agreement, CCS Technologies
Group, Inc. shall provide UT a minimum of two (2) weeks advance notice of
such request, and CCS Technologies Group, Inc. and UT shall mutually develop
and execute a new Work Order, subject to the terms of the Consulting
Agreement and availability of Consultant personnel.
Fees
Consultant fees for services are as follows:
Standard Fee: $ 90.00 per hour
Overtime Fee: $180.00 per hour
Remote Consultation Fee $ 75.00 per hour
Standard service is defined as those services provided, during a normal
business week,
Page 38
Monday through Friday, not to exceed forty five (45) hours in any given week.
Standard services shall be charged at Consultant's standard fee.
Overtime service is defined as those services which exceed forty five (45)
hours in any given week. Overtime Services must be authorized by signature
of an CCS Technologies Group, Inc. representative prior to the work being
performed by Consultant. Services authorized by CCS Technologies Group, Inc.
which exceed forty five (45) hours per week shall be charged at Consultant's
overtime fee. Any services performed outside the normal business week
("Weekends"), must be a minimum of eight hours duration, and will be charged
at Consultant's overtime fee. Weekend work must be requested by CCS
Technologies Group, Inc. at least five (5) days in advance in order to
accommodate Consultant personnel travel plans.
Remote consultation is defined as those support efforts which can not be
performed by Consultant's on-site personnel, and are beyond the scope of the
support provided by Consultant under this Consulting Agreement, and therefore
must be performed at Consultant's Phoenix, AZ, development center. Remote
consultation services shall be charged at the remote consultation fee.
Expenses:
CCS Technologies Group, Inc. agrees to pay, and hereby authorizes, the
airfare and incidental expenses of Consultant personnel as defined in the
Professional Consulting Agreement #UB0172. Expenses will enable such
personnel weekend travel to and from their respective homebase. In addition,
CCS Technologies Group, Inc. agrees to pay the actual living expenses of
Consultant's personnel, if such personnel elect to remain at client site
during a given weekend, even though no professional services are rendered
during such weekend.
IN WITNESS WHEREOF, the parties duly authorized representatives execute this
Work Order as follows:
CCS Technologies Group, Inc. CONSULTANT
Bull HN Information Systems Inc.
by Its Unikix Technologies Unit
/s/ Daniel P. Stavros /s/ Brian Newlove 12/11/95
- ---------------------------------- --------------------------------------
(Signature with Authority) (Signature with Authority)