<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2000
REGISTRATION NO. 333-93789
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CAYENTA, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7379 33-0884182
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
--------------------------
225 BROADWAY, SUITE 1500
SAN DIEGO, CA 92101
(619) 228-2100
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
--------------------------
DAVID PORRECA
PRESIDENT/CEO
CAYENTA, INC.
225 BROADWAY, SUITE 1500
SAN DIEGO, CA 92101
(619) 228-2100
(619) 228-2182
(Name, address, including zip code, and telephone and facsimile numbers,
including area code, of agent for service)
COPIES TO:
<TABLE>
<S> <C> <C>
NICHOLAS J. COSTANZA BARBARA L. BORDEN, ESQ. LAURIE A. SMILEY, ESQ.
GENERAL COUNSEL MATTHEW T. BROWNE, ESQ. CHRISTOPHER J. VOSS, ESQ.
CAYENTA, INC. COOLEY GODWARD LLP MARC S. MARCHIEL, ESQ.
225 BROADWAY, SUITE 1500 4365 EXECUTIVE DRIVE, SUITE STOEL RIVES LLP
SAN DIEGO, CA 92101 1100 600 UNIVERSITY STREET, 36TH
(619) 552-9500 SAN DIEGO, CA 92121 FLOOR
FAX: (858) 552-9759 (858) 550-6000 SEATTLE, WA 98101-3197
FAX: (858) 453-3555 (206) 624-0900
FAX: (206) 386-7500
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) of the Securities Act, please check the following box
and list the Securities Act registration serial number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses payable by the Registrant in
connection with the sale of the common stock being registered. All of the
amounts shown are estimates, except for the SEC registration fee, the NASD
filing fee and the Nasdaq National Market application fee.
<TABLE>
<CAPTION>
AMOUNT
TO BE
PAID
-------
<S> <C>
Registration fee............................................ $18,480
NASD filing fee.............................................
Nasdaq Stock Market Listing Application fee.................
Blue sky qualification fees and expenses....................
Printing and engraving expenses.............................
Legal fees and expenses.....................................
Accounting fees and expenses................................
Transfer agent and registrar fees...........................
Miscellaneous...............................................
Total...................................................
</TABLE>
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its Directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act").
The Registrant's Certificate of Incorporation and Bylaws include provisions
to (i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its Directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to, the best interests of the corporation and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as Directors and officers.
These provisions do not eliminate the Directors' duty of care, and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware Law. In addition,
each Director will continue to be subject to liability for breach of the
Director's duty of loyalty to the Registrant, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
acts or omissions that the Director believes to be contrary to the best
interests of the Registrant or its stockholders, for any transaction from which
the Director derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the Director's duty to the Registrant or its
stockholders when the Director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the Director's duty to the Registrant or its stockholders, for improper
transactions between the Director and the Registrant and for improper
distributions to stockholders and loans to
II-1
<PAGE>
Directors and officers. The provision also does not affect a Director's
responsibilities under any other law, such as the federal securities law or
state or federal environmental laws.
The Registrant has entered into indemnity agreements with each of its
Directors and executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. The indemnification agreements also set
forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
The Registrant has entered into employment agreements with David P. Porreca
and Gregory R. Smith that provide for the indemnification of Mr. Porreca and
Mr. Smith to the maximum extent permitted by law for any acts made in good faith
while performing services in the ordinary and regular course of business for
Cayenta. To the same extent, Cayenta will pay and subject to any legal
limitations, advance all expenses, including reasonable attorneys' fees and
costs of court approved settlements, actually and necessarily incurred by
Mr. Porreca or Mr. Smith in connection with the defense of any action, suit or
proceeding and in connection with any appeal, which has been brought against
Mr. Porreca or Mr. Smith by reason of his service as an officer or agent of
Cayenta.
At present, there is no pending litigation or proceeding involving a
Director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or Director.
The Registrant has an insurance policy covering the officers and Directors
of the Registrant with respect to certain liabilities, including liabilities
arising under the Securities Act or otherwise.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since its inception in September 1997, the Registrant has sold and issued
the following unregistered securities:
(a) In January 1999, the Registrant acquired substantially all of the assets
of Transnational Partners II, LLC, an enterprise application integration
consulting company. The Registrant acquired Transnational Partners II for
$7 million in cash and 2,345,000 shares of Series A preferred stock. The
Registrant expects to pay an additional $2.8 million in January 2000 based on
the performance of Transnational Partner II's business following the
acquisition. The Registrant issued such shares in reliance upon the exemption
from securities registration afforded by Rule 506 of Regulation D under the
Securities Act.
(b) In December 1999, the Registrant acquired Assist Cornerstone
Technologies, Inc., an e-commerce solutions and software company. The Registrant
acquired Assist Cornerstone for 516,458 shares of Class A common stock which
were issued to the former equity holders of Assist Cornerstone. In addition, the
Registrant paid $12.9 million in cash, of which $9.9 million was paid at the
closing, with the balance withheld to satisfy possible working capital
adjustments or indemnification obligations. The Registrant issued such shares in
reliance upon the exemption from securities registration afforded by Rule 506 of
Regulation D under the Securities Act.
II-2
<PAGE>
(c) In connection with the Registrant's reorganization with Titan in
December 1999, the Registrant issued 10,000,000 shares of Class B common stock
to Titan. The Registrant issued such shares in reliance on the exemption
provided in Section 4(2) of the Securities Act.
(d) In December 1999, the Registrant issued to Batchelder & Partners
warrants to purchase up to 495,800 shares of its Class A common stock at a
weighted average exercise price of $13.11 per share. The Registrant issued such
warrants in reliance upon the exemption from securities registration afforded by
Rule 506 of Regulation D under the Securities Act.
(e) In October 1999, the Registrant issued 50,000 shares of Class A common
stock to Dr. Gene Ray upon the exercise of an option at an exercise price of
$0.36 per share. The Registrant issued such shares in reliance upon the
exemption from securities registration afforded by Rule 701 under the Securities
Act.
The recipient of the above-described securities represented its intention to
acquire the securities for investment only and not with a view to distribution
thereof. The recipient had adequate access through its relationship with the
Registrant, to information about the Registrant.
The stock amounts and per-share exercise prices in the descriptions above
reflect the for stock split of the Registrant's common stock which will take
place prior to the effectiveness of this offering. The recipients of the
above-described securities represented their intention to acquire the securities
for investment only and not with a view to distribution thereof. Appropriate
legends were affixed to the stock certificates issued in such transactions. All
recipients had adequate access, through employment or other relationships, to
information about the Registrant.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
1.1 Form of Underwriting Agreement.(1)
2.1 Asset Purchase Agreement among Transnational Partners II,
LLC, Cayenta and The Titan Corporation dated as of
January 1, 1999.
2.2 Stock Purchase Agreement dated as of November 2, 1999 among
Cayenta, J.B. Systems, Inc., d.b.a. Mainsaver Corporation
and Mainsaver, JKS Separate Property Trust, The Gehl
Living Trust, JBS Acquisition Company, LLC, Epicor
Software Corporation, Mark Stevens and The Titan
Corporation.*
2.3 Stock Exchange and Stock Purchase Agreement dated as of
December 7, 1999 among Cayenta, Cayenta Operating Company,
The Titan Corporation, Assist Cornerstone Technologies,
Inc. and Selling Shareholders.*
2.4 Stock Purchase Agreement dated as of December 23, 1999 among
Cayenta, SFG Technologies, Inc., the Common Selling
Shareholders, the Preferred Selling Shareholders and the
Option Holders.
2.5 Contribution Agreement dated December 7, 1999 among The
Titan Corporation, Cayenta, Gene W. Ray and Transnational
Partners II, LLC.*
2.6 Limited Liability Company Agreement of Soliance, LLC dated
August 25, 1999 among Sempra Energy Information Solutions,
Modis, Inc. and Cayenta.(2)
3.1 Certificate of Incorporation.*
3.2 Certificate of Amendment to Certificate of Incorporation.*
3.3 Bylaws.*
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2 Specimen Stock Certificate.(1)
5.1 Opinion of Cooley Godward LLP.(1)
10.1 Cayenta Investor Rights Agreement.*
10.2 Cayenta 1997 Stock Option Plan.*
10.3 Titan 1995 Employee Stock Purchase Plan.*
10.4 Titan Supplemental Retirement Plan for Executives dated
December 17, 1993, as amended May 18, 1995.*
10.5 Form of Nonstatutory Stock Option Agreement under 1997 Stock
Option Plan.*
10.6 Form of Incentive Stock Option Agreement under 1997 Stock
Option Plan.*
10.7 Employment Agreement dated January 1, 1999 between David P.
Porreca and Cayenta.*
10.8 Employment Agreement dated January 1, 1999 between Gregory
R. Smith and Cayenta.*
10.9 Letter Agreement dated November 1, 1999 between Cayenta and
William G. Atkinson.*
10.10 Letter Agreement dated December 18, 1999 between Cayenta and
Edward M. Lake.*
10.11 Form of Indemnity Agreement.*
10.12 Contract between the Federal Aviation Administration and
Cayenta dated as of July 24, 1995.(2)
10.13 Agreement for Consulting Services dated as of January 1,
1999 between Sempra Energy Information Solutions, LLC and
Transnational Partners II, LLC.(2)
10.14 Management Services Agreement dated August 25, 1999 between
Cayenta and Soliance, LLC.
10.15 Contract for Professional Services dated as of September 8,
1999 between Cayenta and Waste Management, Inc.(2)
10.16 Software License Agreement dated September 23, 1998 between
Assist Cornerstone Technologies, Inc. and 800.com, Inc.(2)
10.17 Purchase Notification dated February 10, 1999 between Titan
and the Government of the District of Columbia.(2)
10.18 Subcontract Agreement dated March 23, 1999 between Cap
Gemini America LLC and Cayenta.(2)
10.19 Tax Allocation Agreement.(1)
10.20 Corporate Services Agreement.(1)
10.21 Facilities Agreement.(1)
10.22 Office Space Lease dated March 9, 1999 between San Diego 225
RPF III, LLC and Titan.*
10.23 Subordinated Promissory Note dated December 27, 1999 between
Cayenta Operating Company, Inc. and Titan.*
10.24 Technical Services Agreement dated January 1, 1997 between
Enova Corporation and Transnational Partners II, LLC, as
amended.(2)
11.1 Computation of Net Income per Share.*
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Arthur Andersen LLP.*
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
--------------------- -----------------------
<C> <S>
23.3 Consent of Arthur Andersen LLP.*
23.4 Consent of KPMG LLP.*
23.5 Consent of Ernst & Young LLP.*
23.6 Consent of Cooley Godward LLP. Reference is made to
Exhibit 5.1.(1)
24.1 Power of Attorney. Reference is made to page II-6.
27.1 Financial Data Schedule.*
</TABLE>
- ------------------------
* Previously filed.
(1) To be filed by amendment.
(2) Confidential Treatment requested.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 14 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.
(b) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to supplement the prospectus,
after the expiration of the subscription period, to set forth the results of the
subscription offer, the transactions by the underwriters during the subscription
period, the amount of unsubscribed securities to be purchased by the
underwriters, and the terms of any subsequent reoffering thereof. If any public
offering by the underwriters is to be made on terms differing from those set
forth on the cover page of the prospectus, a post effective amendment will be
filed to set forth the terms of such offering.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Diego, County of San Diego, State of California, on January 19, 2000.
<TABLE>
<S> <C> <C>
Registrant
By: /s/ DAVID P. PORRECA
-----------------------------------------
David P. Porreca
CHIEF EXECUTIVE OFFICER
</TABLE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David P. Porreca and Edward M. Lake and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to
this Registration Statement and any subsequent registration statement filed by
the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, which relates to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
President, Chief Executive
/s/ DAVID P. PORRECA Officer and Director
------------------------------------------- (PRINCIPAL EXECUTIVE January 19, 2000
David P. Porreca OFFICER)
Senior Vice President and
* Chief Financial Officer
------------------------------------------- (PRINCIPAL FINANCIAL AND January 19, 2000
Edward M. Lake ACCOUNTING OFFICER)
* Senior Vice President,
------------------------------------------- General Counsel and January 19, 2000
Nicholas J. Costanza Secretary
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
*
------------------------------------------- Chairman of the Board and January 19, 2000
Gene W. Ray Director
*
------------------------------------------- Director January 19, 2000
Robert E. La Blanc
/s/ DAVID P. PORRECA
-------------------------------------------
David P. Porreca
*ATTORNEY-IN-FACT
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------- -----------------------
<C> <S>
1.1 Form of Underwriting Agreement.(1)
2.1 Asset Purchase Agreement among Transnational Partners II,
LLC, Cayenta and The Titan Corporation dated as of
January 1, 1999.
2.2 Stock Purchase Agreement dated as of November 2, 1999 among
Cayenta, J.B. Systems, Inc., d.b.a. Mainsaver Corporation
and Mainsaver, JKS Separate Property Trust, The Gehl
Living Trust, JBS Acquisition Company, LLC, Epicor
Software Corporation, Mark Stevens and The Titan
Corporation.*
2.3 Stock Exchange and Stock Purchase Agreement dated as of
December 7, 1999 among Cayenta, Cayenta Operating Company,
The Titan Corporation, Assist Cornerstone Technologies,
Inc. and Selling Shareholders.*
2.4 Stock Purchase Agreement dated as of December 23, 1999 among
Cayenta, SFG Technologies, Inc., the Common Selling
Shareholders, the Preferred Selling Shareholders and the
Option Holders.
2.5 Contribution Agreement dated December 7, 1999 among The
Titan Corporation, Cayenta, Gene W. Ray and Transnational
Partners II, LLC.*
2.6 Limited Liability Company Agreement of Soliance, LLC dated
August 25, 1999 among Sempra Energy Information Solutions,
Modis, Inc. and Cayenta.(2)
3.1 Certificate of Incorporation.*
3.2 Certificate of Amendment to Certificate of Incorporation.*
3.3 Bylaws.*
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2 Specimen Stock Certificate.(1)
5.1 Opinion of Cooley Godward LLP.(1)
10.1 Cayenta Investor Rights Agreement.*
10.2 Cayenta 1997 Stock Option Plan.*
10.3 Titan 1995 Employee Stock Purchase Plan.*
10.4 Titan Supplemental Retirement Plan for Executives dated
December 17, 1993, as amended May 18, 1995.*
10.5 Form of Nonstatutory Stock Option Agreement under 1997 Stock
Option Plan.*
10.6 Form of Incentive Stock Option Agreement under 1997 Stock
Option Plan.*
10.7 Employment Agreement dated January 1, 1999 between David P.
Porreca and Cayenta.*
10.8 Employment Agreement dated January 1, 1999 between Gregory
R. Smith and Cayenta.*
10.9 Letter Agreement dated November 1, 1999 between Cayenta and
William G. Atkinson.*
10.10 Letter Agreement dated December 18, 1999 between Cayenta and
Edward M. Lake.*
10.11 Form of Indemnity Agreement.*
10.12 Contract between the Federal Aviation Administration and
Cayenta dated as of July 24, 1995.(2)
10.13 Agreement for Consulting Services dated as of January 1,
1999 between Sempra Energy Information Solutions, LLC and
Transnational Partners II, LLC.(2)
10.14 Management Services Agreement dated August 25, 1999 between
Cayenta and Soliance, LLC.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------- -----------------------
<C> <S>
10.15 Contract for Professional Services dated as of September 8,
1999 between Cayenta and Waste Management, Inc.(2)
10.16 Software License Agreement dated September 23, 1998 between
Assist Cornerstone Technologies, Inc. and 800.com, Inc.(2)
10.17 Purchase Notification dated February 10, 1999 between Titan
and the Government of the District of Columbia.(2)
10.18 Subcontract Agreement dated March 23, 1999 between Cap
Gemini America LLC and Cayenta.(2)
10.19 Tax Allocation Agreement.(1)
10.20 Corporate Services Agreement.(1)
10.21 Facilities Agreement.(1)
10.22 Office Space Lease dated March 9, 1999 between San Diego 225
RPF III, LLC and Titan.*
10.23 Subordinated Promissory Note dated December 27, 1999 between
Cayenta Operating Company, Inc. and Titan.*
10.24 Technical Services Agreement dated January 1, 1997 between
Enova Corporation and Transnational Partners II, LLC, as
amended.(2)
11.1 Computation of Net Income per Share.*
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Arthur Andersen LLP.*
23.3 Consent of Arthur Andersen LLP.*
23.4 Consent of KPMG LLP.*
23.5 Consent of Ernst & Young LLP.*
23.6 Consent of Cooley Godward LLP. Reference is made to
Exhibit 5.1.(1)
24.1 Power of Attorney. Reference is made to page II-6.
27.1 Financial Data Schedule.*
</TABLE>
- ------------------------
* Previously filed.
(1) To be filed by amendment.
(2) Confidential Treatment requested.
<PAGE>
ASSET PURCHASE AGREEMENT
DATED AS OF JANUARY 1, 1999,
BY AND AMONG
TRANSNATIONAL PARTNERS II, LLC,
TITAN SOFTWARE SYSTEMS CORPORATION
AND
THE TITAN CORPORATION
<PAGE>
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (the "Agreement") is effective as
of January 1, 1999, by and among Transnational Partners II, LLC, a California
limited liability company ("Seller"), the members of Seller (collectively,
"Members"), Titan Software Systems Corporation, a Delaware corporation
("Buyer"), and The Titan Corporation, a Delaware corporation ("Titan").
A. Seller is engaged in the business of large scale systems
integration and the provision of strategic information and management
consulting services (the "Business"), with its principal place of business at
10299 Scripps Trail, Suite E 229, San Diego, California 92131.
B. Buyer is a wholly owned subsidiary of The Titan Corporation,
a publicly traded company, conducting operations in several states and
engaged, among other things, in the provision of systems integration
services, with a place of business at 3033 Science Park Road, San Diego,
California 92121.
C. Seller wishes to sell and assign to Buyer, and Buyer wishes
to purchase and assume from Seller, certain specified assets of Seller, on
the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
agree as follows:
AGREEMENT
NOW, THEREFORE, in consideration of the representations,
warranties and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller, Buyer and the Members (collectively, the "Parties") agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 AGREEMENT TO SELL. At the Closing hereunder (as defined in
Section 2.1), Seller shall grant, sell, convey, assign, transfer and deliver
to Buyer, upon and subject to the terms and conditions of this Agreement, and
in reliance on the representations, warranties and covenants of Buyer
contained herein, all right, title and interest of Seller in and to the
specific assets set forth on Schedule 1.1 attached hereto (the "Assets").
1.2 AGREEMENT TO PURCHASE. At the Closing hereunder, Buyer
shall purchase the Assets from Seller, upon and subject to the terms and
conditions of this Agreement and in reliance on the representations,
warranties and covenants of Seller contained herein, in exchange
2
<PAGE>
for the Purchase Price (as defined in Section 1.3). Except as specifically
provided in Section 1.4 hereof, Buyer shall not assume or be responsible for
any liabilities or obligations of Seller.
1.3 THE PURCHASE PRICE.
(a) PURCHASE PRICE. The purchase price for the Business
(the "Purchase Price"), shall be comprised of the following:
(i) cash payments of an aggregate of $9,800,000; and
(ii) 2,345,000 shares of the Preferred Stock of Titan
Software Systems Corporation, valued at $.36 per share (the " Preferred
Shares").
(b) PAYMENT OF PURCHASE PRICE.
(i) The cash portion of the Purchase Price will be
payable as follows:
a) On the Closing Date $7,000,000 will be payable
by Buyer in cash provided that all of the following conditions are met:
A. Transnational Partners II, LLC has
entered into one or more technical service contracts with Sempra Energy with
contract values totaling approximately $25,000,000 over a two year period, in
the aggregate, of which $12,500,000 is budgeted; and
B. Sempra Energy has given written
consent to Seller for the assignment of such contracts by Seller to Buyer; and
C. Buyer has entered into employment
agreements with David Porreca, Gregory Smith, and any other individuals that
Buyer, in its sole discretion, deems appropriate.
b) $2,800,000 will be payable by Buyer's execution
and delivery of a promissory note in the form attached hereto as Exhibit A
(the "Note") payable to the order of Seller after the expiration of one year
from the Closing provided ALL of the conditions set forth below are met. The
Note shall carry interest at the rate of seven percent (7%) per year. The
Titan Corporation hereby guarantees full payment of the obligation of Buyer
owed to Seller arising under the Note.
A. The Transnational Partners II business
unit being acquired hereunder, exclusive of any performance of the now
existing Titan Software Systems subsidiary, must generate at least
$10,000,000 in revenues which are directly attributed to the contracts with
Sempra Energy as described in 1.3(b)(i)a)A. above or to new contracts
generated by the Transnational Partners II business unit being acquired
hereunder and for which such acquired business unit is responsible for
project management; and
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B. The income derived from contracts with
Sempra Energy or from new contracts generated by the Transnational Partners
II business unit being acquired hereunder, and for which such acquired
business unit is responsible for project management, exclusive of any
performance of the now existing Titan Software Systems subsidiary, must
generate an EBIT ( computed in accordance with GAAP and The Titan
Corporation's corporate accounting policies) of $3,000,000 prior to Titan
corporate office allocations during the initial 12 month period. Should the
Transnational Partners II business unit not generate the $3,000,000 EBIT,
then the amount due under the $2,800,000 Note will be reduced accordingly on
a pro rata basis. For example, if the actual EBIT generated is $1,800,000,
then the Note will be reduced by [($1,800,000 divided by $3,000,000) x
$2,800,000] and the amount due under the Note will then be $1,680,000. For
purposes of this section, Buyer will follow The Titan Corporation's direct
allocation policy to allocate the time and expenses of David Porreca and
Gregory Smith.
(ii) The Preferred Shares, and any applicable
documentation in the form attached hereto as Exhibit B, shall be issued in
definitive form to Seller at the Closing or as soon thereafter as practicable.
(c) THE PREFERRED SHARES
(i) Except as provided below in 1.3(c)(iii), Seller may
not sell or transfer any of the Preferred Shares being acquired hereunder
unless and until such time as Buyer conducts an initial public offering
("IPO") of the Common Stock of Titan Software Systems, or sells substantially
all of the assets of Titan Software Systems ("Sale"). In the event of an IPO
or Sale, Seller may convert its Preferred Shares into the Common Stock of
Titan Software Systems immediately before the occurrence of such IPO or Sale.
The Preferred Shares shall be convertible to a total of 2,345,000 shares of
Common Stock of Titan Software Systems. All shares of Common Stock shall be
subject to equal dilution..
(ii) Notwithstanding anything else in this Agreement
to the contrary, the respective ownership interests of Buyer and Seller in Titan
Software Systems are subject to equal dilution in the event of the issuance of
any stock options or warrants or the sale of any other equity interests in Titan
Software Systems.
(iii) Should Seller desire to sell all or some of its
Preferred Shares prior to the occurrence of an IPO or Sale either to Buyer or to
a third party, it may do so in accordance with the following:
a) In the case of a contemplated sale to a third
party, Seller must give Buyer a Right of First Refusal to purchase all such
Preferred Shares at the price offered by such third party. If Buyer chooses
not to exercise its Right of First Refusal, then Seller may sell to such
third party PROVIDED, HOWEVER, that Seller first obtains the prior written
consent from Buyer, which consent shall not be unreasonably withheld.
b) While there is no contemplation of a sale to a
third party, if Seller wishes to sell to Buyer and Buyer wishes to purchase
all or some of Seller's
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Preferred Shares, then Seller and Buyer shall first attempt to determine the
price of the Preferred Shares through good faith negotiation with each other.
If Seller and Buyer fail to determine a share price through negotiation, the
share price will be determined by a third party valuation using a "Big Five"
accounting firm (not including Titan's principal accounting firm at such
time) in accordance with general standards and principles for valuing
companies of similar nature. The cost of such third party valuation shall be
born by the parties equally.
1.4 ASSUMPTION OF LIABILITIES. Seller shall not convey nor
assign to Buyer, and Buyer shall not accept nor assume any liabilities of
Seller except as set forth on Schedule 1.4 hereto (the "Liabilities"). Seller
shall remain fully responsible and liable for all obligations and liabilities
of Seller not specifically set forth on Schedule 1.4. Buyer does not in any
way or manner assume or agree to become obligated to satisfy any liability of
Seller other than the Liabilities.
1.5 SET-OFF. For the purpose of securing the indemnification
obligations of Seller set forth in Article VI of this Agreement, the amount
payable under the Note may be set off against as satisfaction of Buyer's
Indemnified Losses (as defined in Section 6.2). Buyer may withhold an amount
equal to up to fifty percent (50%) of the amount due under the Note in
satisfaction of such Indemnified Losses.
ARTICLE II
CLOSING
2.1 THE CLOSING. The closing of the transactions contemplated
by this Agreement (the "Closing") shall take place at the offices The Titan
Corporation, 3033 Science Park Road, San Diego, California 92121 commencing
at 9:00 a.m., local time, on January 12, 1999 or on such later date as the
parties mutually agree orally or in writing (the "Closing Date").
2.2 ACTIONS AT THE CLOSING.
(a) At the Closing or as soon as practicable thereafter, but
in no event more than thirty (30) days after the Closing, Buyer shall deliver to
Seller:
(i) One or more certificates representing the Preferred
Shares registered in the name of Seller, or such other person(s) and in such
amounts identified pursuant to Section 1.3(b)(ii), and bearing the legend set
forth in Section 3.8(b);
(ii) Cash in the amount of $7,000,000; provided,
however, that all of the conditions set forth in Sections 1.3(b)(i)a)A and
1.3(b)(i)a)B and 1.3(b)(i)a)C have been met.
(iii) The Note in the amount of $2,800,000 subject to
all of the conditions set forth in Sections 1.3(b)(i)b)A and 1.3(b)(i)b)B.
(b) At the Closing, Seller shall deliver to Buyer:
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(i) Such bills of sale with covenants of warranty,
assignments, endorsements, and other good and sufficient instruments and
documents of conveyance and transfer, in form reasonably satisfactory to
Buyer and its counsel as shall be necessary and effective to transfer and
assign to, and vest in, Buyer all of Seller's right, title and interest in
and to the Assets without liens or other encumbrances, including without
limitation all of Seller's rights under all agreements, contracts,
commitments, leases, plans, bids, quotations, proposals, instruments and
other documents included in the Assets to which Seller is a party or by which
it has rights on the Closing Date;
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
In this Agreement, any reference to a "Material Adverse Effect"
with respect to any entity or group of entities means a material adverse
effect on the Business or Assets taken as a whole which is individually in
excess of $25,000, or, in the aggregate with other individual items, in
excess of $250,000.
In this Agreement, any reference to a Party's "knowledge,"
unless otherwise qualified, means such Party's actual knowledge after
reasonable inquiry of its directors, officers, and other management level
employees reasonably believed to have knowledge of such matters.
3.1 ORGANIZATION, STANDING AND POWER. Seller is a limited
liability company duly organized, validly existing and in good standing under
the laws of the jurisdiction of its formation, has all requisite power to
own, lease and operate its properties and to carry on its business as
currently being conducted and as currently proposed to be conducted, and is
duly qualified to transact business and is in good standing in each
jurisdiction in which the nature of its operations requires such
qualification, except where the failure to so qualify has not and will not
have a Material Adverse Effect on Seller. Seller has delivered to Buyer true
and correct copies of the articles of organization and operating agreement of
Seller and the charter documents of each Subsidiary, all as amended to date.
Seller is not in violation of any of the provisions of its charter documents
3.2 AUTHORITY; REQUIRED FILINGS AND CONSENTS.
(a) Seller has all requisite power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of Seller and its managing members. This Agreement and all
other documents expressly required to be executed and delivered by Seller
hereunder (collectively, the "Transaction Documents") have been or will be
duly executed and delivered by Seller and constitute or will constitute the
valid and binding obligations of Seller, enforceable against Seller in
accordance with their respective terms, except as such enforceability may be
limited by bankruptcy, insolvency, moratorium or other similar laws affecting
or relating to creditors' rights generally, and general principles of equity.
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(b) The execution and delivery by Seller of this Agreement
and the other Transaction Documents to which it is or will be a party do not,
and the consummation of the transactions contemplated hereby and thereby will
not, (i) conflict with, or result in any violation or breach of any provision
of, the charter documents of Seller , (ii) result in any violation or breach
of or constitute (with or without notice or lapse of time, or both) a default
under, or give rise to a right of termination, cancellation or acceleration
of any obligation or loss of any benefit under, any note, mortgage,
indenture, lease, contract or other agreement or obligation to which Seller
is a party or by which Seller or any of the Assets may be bound, or (iii)
conflict with or violate any permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Seller or any of the Assets.
(c) No consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality ("Governmental
Entity") is required by or with respect to Seller or the Assets in connection
with the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby, except for such consents, authorizations,
filings, approvals and registrations which, if not obtained or made, would
not prevent or materially alter or delay any of the transactions contemplated
by this Agreement or have a Material Adverse Effect on Seller or the Assets.
3.3 INTELLECTUAL PROPERTY.
(a) Subject to limitations which may be set forth in
existing contracts between Seller and Sempra, Seller owns, or is licensed or
otherwise possesses legally enforceable rights to use, and the Assets include
all patents, trademarks, trade names, service marks and copyrights, and any
applications for and registrations of such patents, trademarks, trade names,
service marks, and copyrights and all processes, formulas, methods,
schematics, technology, know-how, computer software programs, data or
applications and tangible or intangible proprietary information or material
that are used in the Business as currently conducted, or as currently
proposed to be conducted, free and clear of all liens, claims or encumbrances
(all of which are referred to as the "Seller Intellectual Property Rights").
(b) Seller is not nor will it be as a result of the
execution and delivery of this Agreement or the performance of its
obligations under this Agreement, in material breach of any license,
sublicense or other agreement relating to the Assets, or the Seller
Intellectual Property Rights.
3.4 LITIGATION. There is no action, suit, proceeding, claim,
arbitration or known investigation pending before any agency, court or
tribunal or, to the knowledge of Seller threatened against Seller or any of
its officers or members (in their capacities as such). There is no judgment,
decree or order against Seller or, to the knowledge of Seller any of the
members or officers (in their capacities as such) that could prevent, enjoin
or materially alter or delay any of the transactions contemplated by this
Agreement, or that could reasonably be expected to have a Material Adverse
Effect on Seller or the Assets.
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3.5 INVESTMENT REPRESENTATIONS; ACCREDITED INVESTOR.
(a) Seller has been advised that the issuance of the Shares
in connection with this Agreement is expected to be effected pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the
"Act"), and the resale of such shares will be subject to the restrictions set
forth in Rule 144 promulgated under the Act unless otherwise transferred
pursuant to an effective registration statement under the Act or an
appropriate exemption from registration. Seller accordingly agrees not to
sell, pledge, transfer or otherwise dispose of any Shares issued to Seller
pursuant to this Agreement unless (i) such sale, transfer or other
disposition is made in conformity with the requirements of Rule 144, (ii)
such sale, pledge, transfer or other disposition is made pursuant to an
effective registration statement under the Act or an appropriate exemption
from registration or (iii) Seller delivers to Buyer a written opinion of
counsel, reasonably acceptable to Buyer in form and substance, that such
sale, pledge, transfer or other disposition is otherwise exempt from
registration under the Act.
(b) Seller has been advised that Buyer will issue stop
transfer instructions to its transfer agent with respect to any Shares
received by Seller pursuant to this Agreement, and that there will be placed
on the certificates representing such Shares, or any substitutions therefor,
a legend stating in substance:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE
"RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE
ACT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE
DISTRIBUTED EXCEPT (i) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SHARES UNDER THE ACT OR (ii) IN COMPLIANCE WITH RULE
144, OR (iii) PURSUANT TO AN OPINION OF COUNSEL, THAT SUCH REGISTRATION
OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION.
The legend set forth above shall be removed (by delivery of a substitute
certificate without such legend), and Buyer shall so instruct its transfer
agent, (i) if a registration statement respecting the sale of shares has been
declared effective under the Act and the shares of Buyer Common Stock have
been sold pursuant to such registration statement or (ii) if Seller delivers
to Buyer (A) satisfactory written evidence that the shares have been sold in
compliance with Rule 144 (in which case, the substitute certificate will be
issued in the name of the transferee), or (B) an opinion of counsel, in form
and substance reasonably satisfactory to Buyer, to the effect that public
sale of the shares by the holder thereof is no longer subject to Rule 144.
(c) Seller will hold the Preferred Shares for investment
for Seller's own account only and not with a view to, or for resale in
connection with, any "distribution" thereof within the meaning of the Act.
Buyer and Seller acknowledge that any future transfer of the Preferred Shares
must be made in compliance with the registration requirements of the
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Securities Act of 1933, as amended, or pursuant to an exemption from such
registration requirements.
(d) Seller understands that the Shares have not been
registered under the Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Seller's
investment intent as expressed herein.
(e) Seller is an "accredited investor" under Rule 501
promulgated by the Securities and Exchange Commission ("SEC").
3.6 WORKING CAPITAL. As of the Closing Date, the balance sheet
of Transnational Partners II, LLC has no negative Working Capital, as defined
by GAAP.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
4.1 ORGANIZATION. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of
its incorporation, has all requisite corporate power to own, lease and
operate its property and to carry on its business as now being conducted and
as proposed to be conducted, and is duly qualified to transact business and
is in good standing as a foreign corporation in each jurisdiction in which
the failure to be so qualified would have a Material Adverse Effect on Buyer.
Buyer is not in violation of any of the provisions of its Certificate of
Incorporation, as amended, Bylaws or other charter documents.
4.2 AUTHORITY; NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(a) Buyer has all requisite corporate power and authority
to enter into this Agreement and the other Transaction Documents to which it
is or will be a party and to consummate the transactions contemplated hereby
and thereby. The execution and delivery of this Agreement and the other
Transaction Documents to which Buyer is or will be a party and the
consummation of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action on the part of Buyer. This
Agreement and the other Transaction Documents to which Buyer is a party have
been or will be duly executed and delivered by Buyer and constitute or will
constitute the valid and binding obligations of Buyer, enforceable in
accordance with their terms, except as such enforceability may be limited by
bankruptcy laws and other similar laws affecting creditors' rights generally
and general principles of equity.
(b) The execution and delivery by Buyer of this Agreement,
the other Transaction Documents and the Promissory Notes to which it is or
will be a party do not, and the consummation of the transactions contemplated
hereby and thereby will not, (i) conflict with, or result in any violation or
breach of any provision of the Certificate of Incorporation or Bylaws of
Buyer, (ii) result in any violation or breach of, or constitute (with or
without notice or lapse of
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time, or both) a default under, or give rise to a right of termination,
cancellation or acceleration of any material obligation or loss of any
material benefit under, any note, mortgage, indenture, lease, contract or
other agreement, instrument or obligation to which Buyer is a party or by
which it or any of its properties or assets may be bound, or (iii) conflict
with or violate any permit, concession, franchise, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to Buyer or
any of its properties or assets, except in the case of (ii) and (iii) for any
such conflicts, violations, defaults, terminations, cancellations or
accelerations which would not have a Material Adverse Effect on Buyer.
(c) No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity is required
by or with respect to Buyer or any of its Subsidiaries in connection with the
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby, except for consents, authorizations,
filings, approvals and registrations which, if not obtained or made, would
not prevent or materially alter or delay any of the transactions contemplated
by this Agreement or would not have a Material Adverse Effect on Buyer.
ARTICLE V
ADDITIONAL AGREEMENTS
5.1 REGISTRATION RIGHTS.
(a) If at any time after the date of this Agreement and
prior to the first anniversary of this Agreement, Buyer shall determine to
register any of its securities, either for its own account or the account of
a security holder or holders other than (i) a registration relating solely to
employee benefit plans, or (ii) a registration relating solely to a SEC Rule
145 transaction, Buyer will:
(i) promptly give to Seller and each other person to
whom the shares (for purposes of this Section 5.1, "Registrable Securities")
have been transferred without registration under the Act (each a "Holder")
written notice thereof; provided, however, that the term Registrable
Securities shall not include any shares held by a holder who could sell all
such shares so held under Rule 144 or any successor rule in any three month
period without registration under the Act; and
(ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests made by any Holder within twenty (20) days after
the mailing of such written notice by Buyer.
(b) If the registration of which Buyer gives notice is for
a registered public offering involving an underwriting, Buyer shall so advise
the Holders as a part of the written notice given pursuant to Section
5.1((a))((i)). In such event, the right of any Holder to registration
pursuant to Section 5.1 shall be conditioned upon such Holder's participation
in such underwriting and the inclusion of Registrable Securities in the
underwriting to the extent
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provided herein. All Holders proposing to distribute their securities through
such underwriting shall (together with Buyer and the other holders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter
selected for such underwriting by Buyer. Notwithstanding any other provision
of this Section 5.1, if the managing underwriter determines that marketing
factors require a limitation of the number of shares to be underwritten, the
managing underwriter may limit the number of Registrable Securities to be
included in the registration and underwriting, on a PRO RATA basis based on
the total number of securities (including, without limitation, Registrable
Securities) entitled to registration pursuant to registration rights granted
to the participating Holders by Buyer. To facilitate the allocation of shares
in accordance with the above provisions, Buyer or the underwriters may round
the number of shares allocated to any Holder or other holder to the nearest
100 shares. If any Holder or other holder disapproves of the terms of any
such underwriting, he or she may elect to withdraw therefrom by written
notice to Buyer and the managing underwriter. Any securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration,
and shall not be transferred in a public distribution prior to ninety (90)
days after the effective date of the registration statement relating thereto.
(c) Buyer shall have the right to terminate or withdraw any
registration initiated by it under this Section 1 prior to the effectiveness
of such registration, whether or not any Holder has elected to include
securities in such registration.
(d) Buyer will indemnify each Holder, each of its officers
and directors and members, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act against all expenses (including
but not limited to reasonable attorney's fees), claims, losses, damages or
liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened, arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement, prospectus,
preliminary prospectus, offering circular or other document, or any amendment
or supplement thereto, incident to any registration, qualification or
compliance effected pursuant to this Section 5.1, or based on any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or any violation or
any alleged violation in each instance by Buyer of any rule or regulation
promulgated under the Securities Act or the Exchange Act in connection with
any such registration, qualification or compliance, and Buyer will reimburse
each such Holder, each of its officers and directors, and each person
controlling such Holder, each such underwriter and each person who controls
any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating, preparing or defending any such
claim, loss, damage, liability or action, as such expenses are incurred,
provided that Buyer will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based
on any untrue statement or omission or alleged untrue statement or omission,
made in reliance upon and in conformity with written information furnished to
Buyer by such Holder or controlling person and specifically for use therein.
(e) Each Holder will, if Registrable Securities held by
such Holder are included in the securities as to which such registration is
being effected, indemnify Buyer, each
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of its directors and officers, each person who controls Buyer within the
meaning of Section 15 of the Securities Act, and each other Holder with
securities included in such registration, each of its officers and directors
and each person controlling such Holder within the meaning of Section 15 of
the Securities Act, against all expenses (including but not limited to
reasonable attorney's fees), claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other document, or
any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and will reimburse Buyer, such other Holders, directors,
officers, persons or control persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, as such expenses are incurred, in
each case to the extent, but only to the extent, that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) is made in
such registration statement, prospectus, offering circular or other document
in reliance upon and in conformity with written information furnished to
Buyer by the indemnifying Holder specifically for use therein.
(f) Each party entitled to indemnification under Section
5.1((d)) or 5.1((e)) (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of
such claim or litigation, shall be approved by the Indemnified Party (whose
approval shall not unreasonably be withheld), and the Indemnified Party may
participate in such defense at such party's expense; PROVIDED, HOWEVER, that
an Indemnified Party (together with all other Indemnified Parties which may
be represented without conflict by one counsel) shall have the right to
retain one separate counsel, with the fees and expenses to be paid by the
Indemnifying Party, if representation of such Indemnified Party by the
counsel retained by the Indemnifying Party would be inappropriate due to
differing or potentially differing interests between such Indemnified Party
and any other party represented by such counsel in such proceeding. The
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under Section 5.1((d)) or
5.1((e)) unless the failure to give such notice is materially prejudicial to
an Indemnifying Party's ability to defend such action. No Indemnifying Party,
in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party of a
release from all liability in respect to such claim or litigation.
(g) Buyer shall pay all of the out-of-pocket expenses
(other than underwriting discounts and commissions, if any, allocable to any
Holder's Registrable Securities and, except as contemplated by Section
5.1(f), the fees and expenses of any counsel to the Holders) incurred in
connection with any registration of Registrable Securities pursuant to this
Section 5.1, including, without limitation, all registration and filing fees,
printing expenses, transfer agents' and registrars' fees, and the reasonable
fees and disbursements of Buyer's outside counsel and independent accountants.
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(h) In connection with any registration pursuant to this
Section 5.1, Buyer will:
(i) prepare and file with the Commission the requisite
registration statement to effect such registration and use its best efforts
to cause such registration statement to become effective; provided, however,
that Buyer may discontinue any registration at any time prior to the
effective date of the registration statement relating thereto;
(ii) prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such
registration statement until the earlier of three months after the effective
date of the registration statement or such time as all of such securities
have been disposed of in accordance with the intended methods of disposition
by the Holder or Holders thereof set forth in such registration statement;
(iii) furnish to each Holder of Registrable Securities
covered by such registration statement such number of conformed copies of
such registration statement and of each such amendment and supplement thereto
(in each case including all exhibits), such number of copies of the
prospectus contained in such registration statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 under the Securities Act, in conformity with the
requirements of the Securities Act, and such other documents, as such Holder
may reasonably request;
(iv) use its best efforts to register or qualify all
Registrable Securities and other securities covered by such registration
statement under such other securities or blue sky laws of such jurisdictions
in the United States as each Holder thereof shall reasonably request, to keep
such registration or qualification in effect for so long as such registration
statement remains in effect, and take any other action which may be
reasonably necessary or advisable to enable such Holder to consummate the
disposition in such jurisdictions of the securities owned by such Holder;
(v) use its best efforts to cause all Registrable
Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be
necessary to enable the Holder or Holders thereof to consummate the
disposition of such Registrable Securities;
(vi) notify each Holder of Registrable Securities
covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they were made, and at the request of
any such Holder promptly prepare and furnish to such Holder a reasonable
number of copies of a supplement to or an amendment of such prospectus as may
be
13
<PAGE>
necessary so that, as thereafter delivered to the purchasers of such
securities, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of
the circumstances under which they were made;
(vii) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve months, but not more than eighteen
months, beginning with the first full calendar month after the effective date
of such registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act;
(viii) provide a transfer agent and registrar for all
Registrable Securities covered by such registration statement not later than
the effective date of such registration statement; and
(ix) use its best efforts to list all Common Stock
covered by such registration statement on any securities exchange on which
any of the Common Stock is then listed.
Buyer may require each Holder of Registrable Securities as
to which any registration is being effected to furnish Buyer such information
regarding such Holder and the distribution of such securities as Buyer may
from time to time reasonably request in writing.
Each Holder of Registrable Securities agrees by acquisition
of such Registrable Securities that upon receipt of any notice from Buyer of
the happening of any event of the kind described in subsection (h)(vi) of
this Section 5.1, such holder will forthwith discontinue such holder's
disposition of Registrable Securities pursuant to the registration statement
relating to such Registrable Securities until such holder's receipt of the
copies of the supplemented or amended prospectus and, if so directed by
Buyer, will deliver to Buyer (at Buyer's expense) all copies, other than
permanent file copies, then in such holder's possession of the prospectus
relating to such Registrable Securities current at the time of receipt of
such notice.
(i) If for any reason the indemnification provided for in
subsection 5.1(d) or 5.1(e) is unavailable to an Indemnified Party as
contemplated therein, then the Indemnifying Party, in lieu of
indemnification, shall contribute to the amount paid or payable by the
Indemnified Party as a result of such loss, claim, damage, expense or
liability (or action in respect hereof) in such proportion as is appropriate
to reflect not only the relative benefits received by the Indemnified Party
and the Indemnifying Party, but also the relative fault of the Indemnified
Party and the Indemnifying Party, as well as any other relevant equitable
considerations, provided that no holder of Registrable Securities shall be
required to contribute in an amount greater than the difference between the
net proceeds received by such holder with respect to the sale of any
Registrable Securities and all amounts already contributed by such Holder
with respect to such claims, including amounts paid for any legal or other
fees or expenses incurred by such Holder. No person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any
14
<PAGE>
person who was not guilty of any such fraudulent misrepresentation. The
relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, has been made by,
or relates to information supplied by, such Indemnifying Party or Indemnified
Party, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action.
5.2 BROKERS OR FINDERS. Each of Buyer and Seller represents, as
to itself, its Subsidiaries and its affiliates, that no agent, broker,
investment banker, financial advisor or other firm or person is or will be
entitled to any broker's or finder's fee or any other commission or similar
fee in connection with any of the transactions contemplated by this
Agreement; and each of Buyer and Seller agrees to indemnify and hold the
other harmless from and against any and all claims, liabilities or
obligations with respect to any fees, commissions or expenses asserted by any
person on the basis of any act or statement alleged to have been made by such
party or its affiliate.
5.3 ADDITIONAL AGREEMENTS; REASONABLE EFFORTS. Subject to the
terms and conditions of this Agreement, each of the parties agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by this Agreement, including cooperating fully with the other
party and providing any information reasonably required by the other party.
In case at any time after the Closing any further action is necessary or
desirable to carry out the purposes of this Agreement or to vest the Buyer
with full title to all of the Assets, Seller or Buyer shall take all such
necessary action. In case at any time after the Closing any further action is
necessary or desirable to provide for the assumption by Buyer of the
Liabilities, Buyer shall take all such necessary action.
5.4 EXPENSES. Subject to Section 5.1 the parties shall each pay
their own legal, accounting and financial advisory fees and other
out-of-pocket expenses related to the negotiation, preparation and carrying
out of this Agreement and the transactions herein contemplated.
5.5 FUTURE INVESTMENTS AND TRANSACTIONS. Buyer agrees to
present to the Board of Directors of The Titan Corporation for approval any
investment opportunity that pertains to the core business of the
Transnational Partners II, LLC business unit being acquired hereunder.
Transactions involving Component Arts, Business Information Systems or any
other entity where Porreca has a material ownership interest will be an arms
length transaction subject to approval by the Board of Directors.
5.6 MANAGEMENT OF SEMPRA AND OTHER CONTRACTS. The Transnational
Partners II, LLC business unit being acquired hereunder will manage the
Sempra Contracts, and other new contracts generated by such acquired business
unit, independent of the other business units of Titan Software Systems until
such time as it is deemed feasible by Buyer to transition such management
elsewhere.
15
<PAGE>
5.7 BOARD APPOINTMENT. Buyer agrees that Gene W. Ray, Eric M.
DeMarco and David Porreca shall be members of the Board of Directors of Titan
Software Systems Corporation, at their option. Four additional outside
directors will be added, as soon as practicable, to the Board of Directors of
Titan Software Systems Corporation, subject to Board approval.
ARTICLE VI
INDEMNIFICATION
6.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Upon the
Closing, all of the representations and warranties contained in Section 3
and 4 of this Agreement shall survive until full and final payment of the
Note or until such time that there are no amounts due and payable under the
Note either through Seller's failure to satisfy the Note payment conditions
or through set-off.
6.2 INDEMNIFICATION.
(a) Subject to the terms and conditions contained herein,
Seller shall indemnify, defend and hold harmless Buyer, its officers,
directors, and employees , all affiliates of Buyer, including the Parent
Company, and the respective officers, directors, and employees of such
entities (all such persons and entities being collectively referred to as the
"Buyer Group") from, against, for and in respect of any and all losses,
damages, costs and expenses (including reasonable legal fees and expenses)
("Indemnified Loss") which any member of the Buyer Group may sustain or incur
which are caused by or arise out of any inaccuracy in or breach of any of the
representations, warranties or covenants made by Seller in this Agreement.
Until the Promissory Note has been paid in full, the amount of any
Indemnified loss of the Buyer Group may be set off against any payments of
principal or interest owed to Seller under such Promissory Note pursuant to
the provisions contained therein and as described in Section 1.5 hereof. For
purposes of determining the amount of Indemnified Losses, no effect will be
given to the resulting tax benefit to any Indemnitee.
(b) Subject to the terms and conditions contained herein,
Buyer shall indemnify, defend and hold harmless Seller, its members, and
their respective officers, directors, employees, affiliates and shareholders
(the "Seller Group") from, against, for and in respect of any and all
Indemnified Losses which Seller may sustain or incur which are caused by or
arise out of any inaccuracy in or breach of any other representations,
warranties or covenants made by Buyer in this Agreement. For purposes of
determining the amount of Indemnified Losses, no effect will be given to the
resulting tax benefit to any Indemnitee.
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<PAGE>
ARTICLE IX
GENERAL PROVISIONS
7.1 NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or by
commercial delivery service, or within seventy-two (72) hours after being
mailed by registered or certified mail (return receipt requested) or sent via
facsimile (with confirmation of receipt) to the parties at their respective
addresses first set forth above (or at such other address for a party as
shall be specified by like notice). Any Notices to Seller shall include a
copy to Mel Schulman, Esq., at The Offices of Schulman & Schulman, A.P.C.,
1551 Fourth Avenue, Suite 502, San Diego, California 92101.
7.2 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original as against any party
whose signature appears on such counterpart and all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the Parties and delivered to
the other Parties, it being understood that all Parties need not sign the
same counterpart. This Agreement may be executed by facsimile signature as
long as the Party so executing commits to deliver an original signature
within 10 days.
7.3 SEVERABILITY. In the event that any provision of this
Agreement, or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The Parties further
agree to replace such void or unenforceable provision of this Agreement with
a valid and enforceable provision that will achieve, to the extent possible,
the economic, business and other purposes of such void or unenforceable
provision.
7.4 ENTIRE AGREEMENT. This Agreement (including the schedules
and exhibits hereto and the other documents delivered pursuant hereto)
constitutes the entire agreement among the Parties concerning the subject
matter hereof and supersedes all prior agreements and understandings, both
written and oral, between the Parties with respect to the subject matter
hereof, other than the Confidentiality Agreement.
7.5 GOVERNING LAW; VENUE AND JURISDICTION. This Agreement shall
be governed and construed in accordance with the laws of the State of
California without regard to any applicable conflicts of law principles. Any
legal action not subject to the jurisdiction of an arbitrator shall be
resolved in the courts located in San Diego County, in the State of
California.
7.6 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either of the Parties
hereto (whether by operation of law (other than death) or otherwise) without
the prior written consent of the other Party, which consent will not be
unreasonably withheld. Subject to the preceding sentence, this Agreement will
be binding upon, inure to the benefit of and be enforceable by the Parties
and their respective successors and assigns.
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<PAGE>
7.7 THIRD PARTY BENEFICIARIES. Nothing contained in this
Agreement is intended to confer upon any person other than the parties hereto
and their respective successors and permitted assigns, any rights, remedies
or obligations under, or by reason of this Agreement.
7.8 ATTORNEY'S FEES. If any Party shall commence any action or
proceeding against another party in order to enforce the provision hereof, or
to recover damages as the result of the alleged breach of any of the
provisions hereof, the prevailing party therein shall be entitled to recover
all reasonable costs incurred in connection therewith, including, but not
limited to, reasonable attorneys' fees.
7.9 AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed on behalf of all of the parties hereto.
7.10 ARBITRATION. Disputes subject to the jurisdiction of the
arbitrator that may arise in connection with this Agreement and that are not
resolved by the parties themselves shall be submitted to arbitration in San
Diego County, California under the then current rules and regulations of the
American Arbitration Association ("AAA") relating to voluntary arbitrations.
The dispute shall be heard by a single arbitrator selected from a panel of
arbitrators provided by AAA mutually acceptable to Seller and Buyer. In the
event the parties cannot agree on an arbitrator, Seller and Buyer shall each
pick an arbitrator and the individuals so selected shall then select the
single arbitrator from another panel supplied by the AAA. All arbitration
fees paid or payable to the AAA shall be divided equally between or among the
parties, as the case may be. Each party shall be responsible for its own
legal fees. The award shall be binding and conclusive on each of the parties,
and it may be issued on or enforced by the party in whose favor it runs in
any court of competent jurisdiction at the option of the successful party.
All parties waive any right to trial by jury or to have any dispute
adjudicated in a court of law except for those disputes not subject to the
jurisdiction of the arbitrator
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<PAGE>
IN WITNESS WHEREOF, Buyer and Seller, and The Titan Corporation
have caused this Agreement to be signed by their duly authorized
representatives on this ___ day of January, 1999.
BUYER: TITAN SOFTWARE SYSTEMS CORPORATION
By:
---------------------------------------
Its:
---------------------------------------
SELLER: TRANSNATIONAL PARTNERS II, LLC
By:
---------------------------------------
Its:
---------------------------------------
THE TITAN CORPORATION:
By:
---------------------------------------
Its:
---------------------------------------
19
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===============================================================================
STOCK PURCHASE AGREEMENT
among:
CAYENTA.COM, INC.
a Delaware corporation;
SFG TECHNOLOGIES, INC.
a corporation organized and existing
under the laws of British Columbia, Canada;
and
[SECURITYHOLDERS]
---------------
Dated as of December , 1999
--
---------------
===============================================================================
<PAGE>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into on December 22, 1999 and
among CAYENTA.COM, INC., a Delaware corporation (the "PURCHASER"), SFG
TECHNOLOGIES, INC., a corporation organized and existing under the laws of
Canada ("SFG"), the parties listed on the signature page attached hereto under
"Common Selling Shareholders," and the parties listed on the signature page
hereto under "Option Holders" (respectively, the "COMMON SELLING SHAREHOLDERS"
and the "OPTION HOLDERS" and together, the "SELLING SECURITYHOLDERS"), and Derek
Douglas (the "AGENT"). Certain capitalized terms used in this Agreement are
defined on Exhibit A.
RECITALS
A. The Common Selling Shareholders collectively are the registered
and beneficial owners of 30,156,964.84 shares of the common stock of SFG (the
"COMMON SHARES"), and the Preferred Shareholders are collectively the
registered and beneficial owners of 341,319 shares of the preferred stock of
SFG (the "PREFERRED SHARES") (the Common Shares and the Preferred Shares are
hereinafter collectively referred to as the "SHARES"). Other that the BEA
Shares and the Residual Shares, the Shares constitute all of the issued and
outstanding capital stock of SFG .
B. The Option Holders collectively are the registered and
beneficial owners of options to purchase 2500 shares of the common stock of
SFG (the "OPTIONS"). The Options constitute all of the outstanding
subscriptions, calls, options, warrants or other rights, whether or not
currently convertible, exchangeable, exercisable or otherwise, to acquire any
shares of the capital stock or other securities of SFG. The Shares and the
Options are hereinafter collectively referred to as the "SECURITIES."
C. Bruce Stephen Elliott and Anne Janette Elliott (collectively,
the "ELLIOTTS", and, for greater certainty, the Elliotts are also Selling
Securityholders for the purposes of this Agreement with respect to the Common
Shares personally owned by them) are the registered and beneficial owners of
all of the issued and outstanding shares (the "ELLIOTT SHARES") of Bruce
Elliott & Associates Inc. ("BEA"). BEA owns 20,000 Class B Common Shares of
SFG (the "BEA SHARES").
D. The Selling Securityholders (except BEA) wish to sell the
Securities (other than the BEA Shares) to the Purchaser on the terms set
forth in this Agreement. The Elliotts wish to sell the Elliott Shares to the
Purchaser on the terms set forth in this Agreement.
AGREEMENT
The Purchaser, SFG the Selling Securityholders and the Elliotts
intending to be legally bound, agree as follows:
1. SALE AND PURCHASE OF SECURITIES; RELATED TRANSACTIONS
1.1 SALE AND PURCHASE OF SECURITIES. At the Closing, the Selling
Securityholders shall sell, assign, transfer and deliver the Securities to
the Purchaser, and the Purchaser shall
<PAGE>
2
purchase the Securities from the Selling Securityholders, on the terms and
subject to the conditions set forth in this Agreement. At the Closing, the
Elliotts shall sell, assign, transfer and deliver the Elliott Shares to the
Purchaser, and the Purchaser shall purchase the Elliott Shares from the
Elliotts, on the terms and subject to the conditions set forth in this
Agreement.
1.2 PURCHASE PRICE.
(a) Subject to the terms of this Agreement, the aggregate
purchase price for the Securities and the Elliott Shares shall be the sum of
US$15,731,962 (the "PURCHASE PRICE"), payable subject to the following
adjustments:
(i) the Purchase Price shall be reduced by an amount equal to
the principal amount of the Outstanding Long Term Debt (defined below) and the
aggregate retraction price of the Class C Preferred shares and the aggregate
redemption price of the Class F Preferred Shares (collectively, the "PREFERRED
STOCK") to be repaid, retracted or redeemed, as the case may be, pursuant to
Section 1.4;
(ii) if the Closing Net Working Capital is less than zero (a
"DEFICIT"), then the Purchase Price shall be further reduced by an amount equal
to the Deficit;
(iii) if the Purchase Price is reduced pursuant to Section
1.2(a)(ii) and the Closing Net Working Capital is less than the Estimated
Closing Net Working Capital, then the Purchase Price shall be further reduced by
the amount by which Closing Net Working Capital is less than the Estimated
Closing Net Working Capital;
(iv) if the Purchase Price is reduced pursuant to Section
1.2(a)(ii) and the Closing Net Working Capital is greater than the Estimated
Closing Net Working Capital, then the Purchase Price shall be increased by the
lesser of:
(1) the amount by which the Closing Net Working Capital
exceeds the Estimated Closing Net Working Capital, and
(2) the amount by which the Purchase Price was reduced
pursuant to Section 1.2(a)(ii);
(v) if the Purchase Price is not reduced pursuant to Section
1.2(a)(ii) and the Closing Net Working Capital is less than zero (a "FINAL
DEFICIT"), then the Purchase Price shall be reduced by the Final Deficit; and
(vi) if an amount is received from the Canadian Customs and
Revenue Agency by the Company by way of credit or cash payment as a result of
investment tax credit claims which the Company has made under subsection 127(5)
of the INCOME TAX ACT (Canada) for taxation years ending on or before the
Closing or credited or paid as related interest, then the Purchase Price shall
be increased by the amount so received.
(b) For the purposes of the calculation of the adjustments to the
Purchase Price, "OUTSTANDING LONG TERM DEBT" shall mean that long-term debt
outstanding at the Closing as detailed in Part 1.4 of the Disclosure Schedule.
The current portions of such debt and accrued
<PAGE>
3
interest thereon and all deferred revenue will be excluded from Outstanding
Long Term Debt for the purposes of the calculation of adjustments to the
Purchase Price.
(c) Closing Net Working Capital will be the consolidated current
assets less the consolidated current liabilities determined in accordance with
GAAP measured as at November 30, 1999 with the following modifications:
(i) current assets will exclude the full amount receivable in
respect of any investment tax credits referred to above in Section 1.2(a)(vi);
(ii) current assets will be increased by the aggregate
amounts received or receivable by SFG from holders of options who have exercised
their option after November 30, 1999 but prior to Closing;
(iii) current liabilities will exclude one-half of the
current portion of deferred revenue;
(iv) current assets will be reduced by the amount of
US$120,000, representing the portion of the Purchase Price relating to the
pre-funding of professional fees and expenses owed by SFG on Closing (provided
however, that the Estimated Closing Net Working Capital will not be calculated
with this adjustment);
(v) for greater certainty, current liabilities will include
the current portions of long-term debt and accrued interest thereon; and
(vi) for the purposes of the adjustments contemplated in this
Section 1.2, all Canadian dollars shall be converted into United States dollars
at a rate of $US 0.67581266 for each Canadian dollar.
(d) If there is an increase in the Purchase Price in respect of
any investment tax credits referred to above in Section 1.2(a)(vi), the
Purchaser shall cause SFG to pay the amount of the increase to the Agent for
distribution to the Selling Securityholders on a Pro Rata basis within the later
of the date that is 10 days after receipt thereof and the date that the
Toronto-Dominion Bank has unconditionally released its security interest in such
investment tax credits granted pursuant to the Assignment of SR & ED Tax
Credits, Refunds and Payment between SFG and The Toronto-Dominion Bank dated
April 30, 1998 .
(e) The Purchaser shall allocate the Purchase Price among the
Securities and the Elliott Shares as set out in Part 1.4 of the Disclosure
Schedule. The Selling Securityholders, the Elliotts and the Purchaser agree that
the values so attributed to the Securities and the Elliott Shares are the
respective fair market values thereof, and each party shall file in mutually
agreeable form all returns and elections required or desirable under the Income
Tax Act (Canada) in a manner consistent with the foregoing allocations. For
greater certainty, the Elliotts and the Purchaser agree that the portion of the
Purchase Price attributable to the Elliott Shares is determined as if each
Elliott directly owns such number of BEA Shares which is equal to his or her
proportionate interest in BEA on the Closing Date.
<PAGE>
4
(f) In the case of each US Seller, the Purchaser shall withhold,
and hold in escrow, from that portion of the Purchase Price payable to such US
Seller (the "US SELLER PAYMENT") an amount equal to 33 1/3% of the US Seller
Payment (the "TAX AMOUNT") pursuant to subsection 116(5) of the INCOME TAX ACT
(Canada). The aggregate of all such Tax Amounts (the "TAX ESCROW AMOUNT") shall
be delivered to the Escrow Agent to be held in accordance with the Tax Escrow
Agreement.
1.3 CLOSING NET WORKING CAPITAL ADJUSTMENT PROCEDURES.
(a) At least one business day prior to the Closing Date, SFG shall
cause to be prepared and delivered to Purchaser a schedule setting forth, in
reasonable detail, SFG's good faith estimate of the Closing Net Working Capital
(and for greater certainty, without the reduction in current assets referred to
in Section 1.2(c)(iv)) (the "ESTIMATED CLOSING NET WORKING CAPITAL") along with
a copy of the computations used in connection with such determination of the
Estimated Closing Net Working Capital. If the Estimated Closing Net Working
Capital is negative (less than zero) (the "BASE CLOSING NET WORKING CAPITAL"),
the Purchase Price shall be reduced dollar-for-dollar as described in Section
1.2(a)(ii).
(b) As promptly as practicable, but in no event later than 60
days, after the Closing Date, Purchaser shall prepare and deliver to Agent a
schedule ("PURCHASER'S CLOSING SCHEDULE") setting forth in reasonable detail
Purchaser's calculation of Closing Net Working Capital. Purchaser's Closing
Schedule shall also set forth, and explain, in reasonable detail, any
differences between Purchaser's calculation of Closing Net Working Capital and
the Estimated Closing Net Working Capital. Any computations and workpapers used
in the preparation of Purchaser's Closing Schedule shall also be provided to
Agent at such time. If Purchaser employs a firm of independent accountants in
connection with the preparation of Purchaser's Closing Schedule, Purchaser shall
cause such independent accountants to deliver to Agent any computations and
workpapers used in the preparation of Purchaser's Closing Schedule. In addition,
Purchaser shall make available to Agent the appropriate personnel involved in
the preparation of Purchaser's Closing Schedule.
(c) Agent will notify Purchaser in writing ("AGENT'S DISPUTE
NOTICE") within 30 days after receiving Purchaser's Closing Schedule if Agent
disagrees with Purchaser's calculation of the Closing Net Working Capital as set
forth in Purchaser's Closing Schedule, which notice shall set forth in
reasonable detail the basis for such disagreement, the dollar amounts involved
and Agent's calculation of the Closing Net Working Capital. Purchaser will give
Agent and its representatives reasonable access during the normal business hours
of Purchaser and SFG to the personnel, books and records of SFG to assist Agent
in the preparation of Agent's Dispute Notice. If no Agent's Dispute Notice is
received by Purchaser within such 30-day period, Purchaser's calculation of the
Closing Net Working Capital as set forth in Purchaser's Closing Schedule shall
be final and binding upon the parties hereto.
(d) Upon receipt by Purchaser of Agent's Dispute Notice, Agent and
Purchaser shall negotiate in good faith to resolve any disagreement with respect
to Closing Net Working Capital set forth in Agent's Dispute Notice. To the
extent Purchaser and Agent are unable to agree with respect to Closing Net
Working Capital within 30 days after receipt by Purchaser of Agent's Dispute
Notice, Purchaser and Agent shall promptly (but in any event
<PAGE>
5
within 10 days after expiration of such 30 day period) select and retain a
mutually acceptable internationally recognized accounting firm with offices
in Vancouver, British Columbia, Canada, with no material relationship to
Purchaser or Agent and submit their dispute to such accounting firm for a
binding resolution. Such accounting firm shall be instructed to prepare a
written statement of such accounting firm's determination of the Closing Net
Working Capital, and to deliver copies thereof to Purchaser, Agent and the
Escrow Agent, within 30 days of retention of such accounting firm pursuant to
this Section 1.3(d). The fees and expenses of such accounting firm shall be
paid one-half by Agent, on behalf of the Selling Securityholders, and
one-half by Purchaser. Closing Net Working Capital as agreed upon by Agent
and Purchaser, as deemed agreed upon pursuant to the last sentence of Section
1.3(c) or as determined by such accounting firm, in accordance herewith,
shall be termed the "FINAL CLOSING NET WORKING CAPITAL." If the Estimated
Closing Net Working Capital exceeds the Final Closing Net Working Capital,
the amount of such excess shall be paid to Purchaser out of the First Escrow
Amount and any remaining First Escrow Amount shall be paid to Agent, all in
accordance with the Escrow Agreement.
1.4 CLOSING AND CLOSING ACTIONS.
(a) The closing of the sale of the Securities and the Elliott
Shares to the Purchaser (the "CLOSING") shall take place at the offices of the
Purchaser at 8:00 a.m. (Vancouver time) on December 22, 1999 (or at such other
place or time as the Purchaser and the Agent may jointly designate). For
purposes of this Agreement: "SCHEDULED CLOSING TIME" shall mean the time and
date as of which the Closing is required to take place pursuant to this Section
1.4(a); and "CLOSING DATE" shall mean to the time and date as of which the
Closing actually takes place.
(b) At the Closing, the Purchaser shall pay to the Selling
Securityholders and to the Elliotts (unless otherwise directed in writing), in
the amounts set out in Part 1.4 of the Disclosure Schedule, an amount equal to
US$15,731,962 less the aggregate of:
(i) the adjustments provided in Sections 1.2(a)(i) and
1.2(a)(ii);
(ii) the First Escrow Amount (as defined below);
(iii) the Second Escrow Amount (as defined below);
(iv) the BEA Escrow Amount (as defined below); and
(v) the Tax Escrow Amount.
(c) At the Closing:
(i) the Purchaser shall pay to SFG the amount of
$1,217,746.84 which shall be used to fund the aggregate retraction price of the
Class C Preferred Shares owned by some of the Common Selling Shareholders as
more particularly described in Part 1.4 of the Disclosure Schedule, which amount
shall be paid by SFG to such holders of the Class C Preferred Shares only upon
surrender by such holders of the original share certificates representing the
Class C Preferred Shares;
<PAGE>
6
(ii) the Purchaser shall pay to SFG the amount of $218,490.23
which shall be used to fund the aggregate retraction price of the Class F
Preferred Shares owned by Her Majesty the Queen in right of the Province of
British Columbia as more particularly described in Part 1.4 of the Disclosure
Schedule, which amount shall be paid by SFG to such holder of the Class F
Preferred Shares only upon surrender by such holder of the original share
certificates representing the Class F Preferred Shares;
(iii) the Purchaser shall pay to SFG the amount of
$1,656,390.25 which shall be used to fund the repayment of the principal amount
of the Outstanding Long-Term Debt and accrued interest thereon as more
particularly described in Part 1.4 of the Disclosure Schedule, which amount
shall be paid by SFG to the holders of the Outstanding Long-Term Debt only upon
receipt of such releases and discharges as the Purchaser reasonably considers
satisfactory;
(iv) from amounts received pursuant to Section 1.4(b),
$270,000 shall be used to fund the payment of SFG's transaction costs incurred
up to the Closing Date in connection with the Transaction (including, without
limitation, all legal, accounting and financial advisors costs and expenses);
(v) Each of the Common Selling Shareholders shall deliver to
the Purchaser the stock certificates representing the Common Shares owned by
them, duly endorsed (or accompanied by duly executed stock powers);
(vi) Each of the Option Holders shall execute and deliver to
the Purchaser an Option Termination Agreement in the form of Exhibit B ("OPTION
TERMINATION AGREEMENTS");
(vii) The Elliotts shall deliver to the Purchaser the stock
certificates representing the Elliott Shares, duly endorsed (or accompanied by
duly executed stock powers);
(viii) Each of Bruce Elliott and Simon Drake shall execute
and deliver to the Purchaser and SFG a Noncompetition Agreement substantially in
the form of Exhibit C1, and Susan Hanney shall execute and deliver to the
Purchaser and SFG a Noncompetition Agreement substantially in the form of
Exhibit C2;
(ix) The Purchaser shall deliver the Tax Escrow Amount to the
Escrow Agent to be held in accordance with the Tax Escrow Agreement;
(x) The Purchaser, the Selling Securityholders, the Agent and
the Escrow Agent shall execute and deliver the Escrow Agreement;
(xi) The Purchaser shall deliver US$500,000 of the Purchase
Price (the "FIRST ESCROW AMOUNT") to the Escrow Agent to be held in accordance
with the Escrow Agreement and Section 1.3;
(xii) The Purchaser shall deliver US$1,500,000 of the
Purchase Price (the "SECOND ESCROW AMOUNT") to the Escrow Agent to be held in
accordance with the Escrow Agreement and this Agreement;
<PAGE>
7
(xiii) The Purchaser shall deliver US$43,513.03 of the
Purchase Price (the "BEA ESCROW AMOUNT") to the Escrow Agent to be held in
accordance with the BEA Escrow Agreement;
(xiv) The Purchaser shall have received from SFG's and
certain of the Selling Securityholders' respective counsel an opinion or
opinions of such counsel in a form satisfactory to Purchaser;
(xv) The Purchaser and SFG shall have received from each
Selling Securityholder a Securityholder Release in the form of Exhibit E;
(xvi) SFG shall execute and deliver to the Purchaser a
certificate (the "CLOSING CERTIFICATE") setting forth SFG's representations and
warranties that (A) each of the representations and warranties made by SFG in
this Agreement was accurate in all respects as of the date of this Agreement,
(B) except as expressly set forth in the Closing Certificate, each of the
representations and warranties made by SFG in this Agreement is accurate in all
respects as of the Closing Date as if made on the Closing Date, (C) each of the
covenants and obligations that SFG are required to have complied with or
performed pursuant to this Agreement at or prior to the Closing has been duly
complied with and performed in all respects, and (D) except as expressly set
forth in the Closing Certificate, each of the conditions set forth in Sections
8.4(a), 8.4(b), 8.5, 8.7 and 8.8 has been satisfied in all respects; and
(xvii) The directors of the Companies shall resign from their
respective positions as directors of the Companies, and Susan Hanney shall
resign in her capacity as corporate secretary of the Companies.
1.5 TAX MATTERS. For US federal income tax purposes, the parties intend
the sale of the Securities to be treated as a taxable transaction. All parties
understand that with respect to the sale of the Securities, the Purchaser
currently intends to file an election under Section 338 of the Internal Revenue
Code of 1986, as amended (the "CODE") (the "SECTION 338 ELECTION"), and all
parties agree to cooperate in connection with such election. The Purchaser shall
have sole responsibility for allocating consideration among SFG's assets
following such election, and the parties agree that they shall adhere to such
allocation for the purpose of all tax returns filed by them subsequent to the
Closing Date, including the determination of taxable gain or loss and the tax
basis of assets, for the purpose of all financial statements, and in all other
circumstances.
2. REPRESENTATIONS AND WARRANTIES OF SFG
Except as set forth in the disclosure schedules attached hereto (each a
"SCHEDULE," and collectively, the "DISCLOSURE SCHEDULES") with respect to the
specific sections of this Article 2, or as disclosed in another section of the
Disclosure Schedules if it is reasonably apparent on the face of the disclosure
that it is applicable to another section of this Article 2, as of the date of
this Agreement and as of the Closing, SFG represents and warrants, to and for
the benefit of the Indemnitees, as follows:
<PAGE>
8
2.1 DUE ORGANIZATION; NO SUBSIDIARIES; ETC.
(a) Each of the Companies is a corporation duly incorporated,
organized, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation and has all necessary power and
authority:
(i) to conduct its business in the manner in which its
business is currently being conducted and in the manner in which its business is
currently proposed to be conducted;
(ii) to own and use its assets in the manner in which its
assets are currently owned and used and in the manner in which its assets are
currently proposed to be owned and used; and
(iii) to perform its obligations under all SFG Contracts.
(b) Except as disclosed in Part 2.1 of the Disclosure Schedule,
none of the Companies has ever conducted any business under or otherwise used,
for any purpose or in any jurisdiction, any fictitious name, assumed name, trade
name or other name, other than the name "SFG Technologies Inc."
(c) None of the Companies has ever been required to be qualified,
authorized, registered or licensed to do business as a foreign corporation in
any jurisdiction other than the jurisdictions identified in Part 2.1 of the
Disclosure Schedule. Each Company is in good standing as a foreign corporation
in each of the jurisdictions identified in Part 2.1 of the Disclosure Schedule.
(d) Part 2.1 of the Disclosure Schedule accurately sets forth (i)
the names of the members of each Company's board of directors, (ii) the names of
the members of each committee of each Company's board of directors, and (iii)
the names and titles of each Company's officers.
(e) Neither SFG nor any of its shareholders has ever approved, or
commenced any proceeding or made any election contemplating, the dissolution or
liquidation of SFG or the winding up or cessation of SFG's business or affairs.
(f) Except as identified in Part 2.1 of the Disclosure Schedule
(which sets forth the name, address and principal business of each Subsidiary):
(i) SFG has no direct or indirect subsidiaries, and SFG has never owned,
beneficially or otherwise, any shares or other securities of, or any direct or
indirect interest of any nature in, any Entity; and (ii) SFG has not agreed and
is not obligated to make any future investment in or capital contribution to any
other Entity. Except as identified in Part 2.1 of the Disclosure Schedule, SFG
owns all of the equity or other interests in and to each Subsidiary. Nissi
Technologies (U.S.A.) Inc. ("NISSI") is an inactive corporation that does not
carry on business or any other activities. Nissi has no Liabilities whatsoever,
including without limitation, any Liabilities which may in any way expose any of
the Companies to Liability.
<PAGE>
9
(g) SFG is a "private issuer" within the meaning of the SECURITIES
ACT (British Columbia).
(h) All eligible security transfer Taxes or similar Taxes payable
in connection with the transfer of any securities of the Companies have been
duly paid.
(i) Except as identified in Part 2.1 of the Disclosure Schedule,
there are no shareholders' agreements, pooling agreements, voting trusts or
other similar agreements with respect to the ownership or voting of any of the
shares of the Companies.
(j) Part 2.1 of the Disclosure Schedule lists each jurisdiction in
which operations of the Companies are carried on and briefly describes the
nature of such operations and each jurisdiction in which tangible assets owned
or used by the Companies are located.
2.2 CERTIFICATE OF INCORPORATION AND BYLAWS; RECORDS.
(a) SFG has delivered to the Purchaser accurate and complete
copies of:
(i) the certificate of incorporation and bylaws or other
charter documents of each Company, including all amendments thereto;
(ii) the stock records of each of the Companies; and
(iii) the minutes and other records of the meetings and other
proceedings (including any actions taken by written consent or otherwise without
a meeting) of the shareholders of each of the Companies, the board of directors
of each of the Companies and all committees of the board of directors of each of
the Companies. There have been no meetings or other actions or proceedings of
the shareholders of any of the Companies, the board of directors of any of the
Companies or any committee of the board of directors of any of the Companies
that are not fully reflected in such minutes or other records.
(b) There has not been any violation of any of the provisions of
SFG's certificate of incorporation or bylaws or of any resolution adopted by
SFG's shareholders, SFG's board of directors or any committee of SFG's board of
directors; and no event has occurred, and no condition or circumstance exists,
that might (with or without notice or lapse of time) constitute or result
directly or indirectly in such a violation.
(c) The books of account, stock records, minute books and other
records of each of the Companies are accurate, up-to-date and complete, and have
been maintained in accordance with sound and prudent business practices. All of
the records of the Companies are in the actual possession and direct control of
SFG. SFG has in place, and each of the Companies has at all times had in place,
an adequate and appropriate system of internal controls which is at least as
comprehensive and effective as the systems of internal controls customarily
maintained by Comparable Entities.
2.3 CAPITALIZATION, ETC.
(a) On the Closing Date, the authorized capital stock of SFG will
consist of:
<PAGE>
10
(i) an unlimited number of Class A Common shares, of which
6,941,054.84 shares are issued and outstanding;
(ii) an unlimited number of Class B Common shares, of which
23,218,410 shares are issued and outstanding;
(iii) an unlimited number of Class X Common shares, of which
no shares are issued and outstanding;
(iv) an unlimited number of Class A Preferred shares, of
which no shares are issued and outstanding;
(v) an unlimited number of Class B Preferred shares, of which
no shares are issued and outstanding;
(vi) an unlimited number of Class C Preferred shares, of
which 18,019 have been issued and are outstanding, all of which are to be
redeemed by SFG on Closing; and
(vii) an unlimited number of Class F Preferred shares, of
which 323,300 are issued and outstanding, all of which are to be redeemed by SFG
on Closing.
(viii) All of such Securities are registered in the names of
the Selling Securityholders in the amounts indicated on Part 3.3 of the
Disclosure Schedule.
(b) All of the Securities (i) have been duly authorized and
validly issued, (ii) were issued in compliance with any applicable preemptive or
similar rights, (iii) have been issued in full compliance with all applicable
securities laws and other applicable Legal Requirements and in compliance with
all applicable SFG Contracts, and (iv) have been issued in compliance with the
articles of the articles of incorporation, by-laws or other constating documents
of SFG or the terms of any shareholders' agreement or any other agreement to
which SFG is a party or by which it is bound. The Selling Shareholders have
delivered to the Purchaser accurate and complete copies of the stock
certificates evidencing the Shares and the Option Holders have delivered to the
Purchaser fully executed and complete copies of the option agreements evidencing
the Options.
(c) All of the Shares are fully paid and non-assessable.
(d) Except as set forth in Part 2.3 of the Disclosure Schedules,
there is no:
(i) outstanding subscription, option, call, warrant or right
(whether or not currently exercisable) to acquire any shares of the capital
stock or other securities of any Company;
(ii) outstanding security, instrument or obligation that is
or may become convertible into or exchangeable for any shares of the capital
stock or other securities of any Company;
<PAGE>
11
(iii) Contract under which any Company is or may become
obligated to sell or otherwise issue any shares of its capital stock or any
other securities; or
(iv) condition or circumstance that may directly or
indirectly give rise to or provide a basis for the assertion of a claim by any
Person to the effect that such Person is entitled to acquire or receive any
shares of capital stock or other securities of any Company.
(e) Except as set forth in Part 2.3 of the Disclosure Schedule,
SFG has never repurchased, redeemed or otherwise reacquired any shares of
capital stock or other securities. All securities so reacquired by SFG were
reacquired in full compliance with all applicable Legal Requirements.
(f) The information in Recital A is correct and accurate in all
respects. Part 2.3 of the Disclosure Schedule lists the name and state or
province of residence of each holder of Securities provided to the Company by
such holder.
(g) Except as disclosed in Part 2.3 of the Disclosure Schedule,
there are no pre-emptive rights or agreements, arrangements or understandings to
issue pre-emptive rights with respect to the issuance or sale of Securities
created by statute, the articles of incorporation or by-laws of the Company, or
any agreement or other arrangement to which the Company is a party or to which
it is bound and there are no agreements, arrangements or understandings to which
the Company is a party (written or oral) pursuant to which the Company has the
right to elect to satisfy any liability by issuing Securities.
(h) Part 2.3 of the Disclosure Schedule sets forth the holder of
each Option, the number and type of securities issuable thereunder, and, if
applicable, the exercise price therefor, the exercise period, the maximum term,
and vesting schedule thereof (including a description of the circumstances under
which such vesting schedule can or will be accelerated).
(i) All of the Options were issued in compliance with all
applicable federal, provincial and foreign securities laws. None of the Options
will vest on an accelerated basis in connection with the acquisition
contemplated herein or any subsequent termination of the holder's employment or
service.
2.4 FINANCIAL STATEMENTS.
(a) SFG has delivered to the Purchaser the following financial
statements and notes (collectively, the "SFG FINANCIAL STATEMENTS"):
(i) the audited consolidated balance sheet of SFG and the
Subsidiaries as of December 31, 1998, and the related audited consolidated
statements of operations, changes in shareholders' equity and cash flows of SFG
for the year then ended, together with the notes thereto and the unqualified
report of KPMG Peat Marwick LLP relating thereto; and
(ii) the unaudited balance sheet of SFG as of November 30,
1999 (the "UNAUDITED INTERIM BALANCE SHEET"), and the related unaudited
statements of operations, for the nine months then ended is attached hereto in
Part 2.4 of the Disclosure Schedule.
<PAGE>
12
(b) All of the SFG Financial Statements are accurate and complete
in all respects. The financial statements and notes referred to in Section
2.4(a)(i) present fairly the consolidated financial position of SFG and the
Subsidiaries as of December 31, 1998 and the consolidated results of operations,
changes in shareholders' equity and cash flows of SFG and the Subsidiaries for
the year then ended. The financial statements and notes referred to in Sections
2.4(a)(i) and 2.4(a)(ii) present fairly the financial position of SFG as of the
respective dates thereof and the results of operations, changes in shareholders'
equity and cash flows of SFG for the periods covered thereby. The SFG Financial
Statements have been prepared in accordance with GAAP, applied on a basis
consistent with the financial statements of previous years. Except for variances
in SFG's Ordinary Course of Business, there has been no material adverse change
in financial position of the Companies on a consolidated basis from that shown
by or reflected in the Unaudited Interim Balance Sheet.
2.5 ABSENCE OF CHANGES. Except as set forth in Part 2.5 of the
Disclosure Schedule, since December 31, 1998:
(a) there has not been any adverse change in any Company's
business, condition, assets, liabilities, operations, financial performance, net
income, prospects or relationship with customers, suppliers or employees (or in
any aspect or portion thereof), and no event has occurred that might have an
adverse effect on any Company's business, condition, assets, liabilities,
operations, financial performance, net income, prospects or relationship with
customers, suppliers or employees (or on any aspect or portion thereof);
(b) there has not been any loss, damage or destruction to, or any
interruption in the use of, any Company's assets (whether or not covered by
insurance);
(c) no Company has (i) declared, accrued, set aside or paid any
dividend or made any other distribution in respect of any shares of capital
stock, or (ii) repurchased, redeemed or otherwise reacquired any shares of
capital stock or other securities;
(d) no Company has sold or otherwise issued any shares of capital
stock or any other securities;
(e) no Company has amended its memorandum or articles of
incorporation or bylaws or other charter documents and has not effected or been
a party to any Acquisition Transaction, recapitalization, reclassification of
shares, stock split, reverse stock split or similar transaction;
(f) no Company has purchased or otherwise acquired any asset from
any other Person, except for supplies acquired in the Ordinary Course of
Business;
(g) no Company has leased or licensed any asset from any other
Person other than in the Ordinary Course of Business;
(h) no Company has made any capital expenditure other than in the
Ordinary Course of Business;
<PAGE>
13
(i) no Company has sold or otherwise transferred, and has not
leased or licensed, any asset to any other Person except for products sold by
SFG from its inventory in the Ordinary Course of Business;
(j) no Company has written off as uncollectible, or established
any extraordinary reserve with respect to, any account receivable or other
indebtedness;
(k) no Company has pledged or hypothecated any of its assets or
otherwise permitted any of its assets to become subject to any Encumbrance;
(l) no Company has made any loan or advance to any other Person
other than travel related expenses incurred in the Ordinary Course of Business
in accordance with SFG's Policy Guidelines on Travel Expenses, a copy of which
has been provided to the Purchaser;
(m) no Company has (i) established or adopted any Employee Benefit
Plan, or (ii) paid any bonus or made any profit-sharing or similar payment to,
or increased the amount of the wages, salary, commissions, fringe benefits or
other compensation or remuneration payable to, any of its directors, officers or
employees;
(n) no Company has entered into, and no Company nor any of the
assets owned or used by any Company has become bound by, any Contract that is
not an Excluded Contract;
(o) no Contract by which any Company or any of the assets owned or
used by any Company is or was bound, or under which any Company has or had any
rights or interest, has been amended or terminated;
(p) no Company has incurred, assumed or otherwise become subject
to any Liability, other than accounts payable (of the type required to be
reflected as current liabilities in the "liabilities" column of a balance sheet
prepared in accordance with GAAP) incurred by SFG in the Ordinary Course of
Business;
(q) no Company has discharged any Encumbrance or discharged or
paid any indebtedness or other Liability, except for accounts payable that (i)
are reflected as current liabilities in the "liabilities" column of the
Unaudited Interim Balance Sheet or have been incurred by SFG since December 31,
1998 in the Ordinary Course of Business, and (ii) have been discharged or paid
in the Ordinary Course of Business;
(r) no Company has forgiven any debt or otherwise released or
waived any right or claim other than in the Ordinary Course of Business;
(s) no Company has changed any of its methods of accounting or
accounting practices in any respect other than as prescribed by the Canadian
Institute of Chartered Accountants;
(t) no Company has entered into any transaction or taken any other
action outside the Ordinary Course of Business;
<PAGE>
14
(u) no event has occurred out of the Ordinary Course of Business
which would result in any material adverse change to the Estimated Closing
Working Capital if such Estimated Closing Working Capital was calculated as at
the Closing Date, except for the payment of up to US$270,000 of SFG's
transaction costs incurred up to the Closing Date in connection with the
Transaction (including without limitation, all legal, accounting and financial
advisor costs); and
(v) no Company has agreed, committed or offered (in writing or
otherwise), and has not attempted, to take any of the actions referred to in
clauses "(c)" through "(t)" above.
2.6 TITLE TO ASSETS.
(a) Each Company owns, and has good, valid and marketable title
to, all assets purported to be owned by it, including:
(i) all assets reflected on the Unaudited Interim Balance
Sheet (except for inventory sold by SFG since November 30, 1999 in the Ordinary
Course of Business);
(ii) all assets acquired since November 30, 1999 (except for
inventory sold by SFG since November 30, 1999 in the Ordinary Course of
Business);
(iii) all assets referred to in Parts 2.8, 2.9, 2.10 and 2.12
of the Disclosure Schedule and all rights under SFG Contracts; and
(iv) all other assets reflected in the Companies' books and
records as being owned by the Companies.
Except as set forth in Part 2.6 of the Disclosure Schedule, all of said
assets are owned by the Companies free and clear of any Encumbrances.
(b) Part 2.6 of the Disclosure Schedule identifies all assets that
are being leased or licensed to the Companies.
(c) The assets owned or leased by the Companies are adequate for
the conduct of their respective businesses as usually conducted and include all
proprietary rights, trade secrets and other property and assets, tangible and
intangible, applicable to or used in connection with such businesses. Neither
the Selling Securityholders nor any other Person owns any assets which are being
used in or are reasonably necessary to carry on the business or operations of
the Companies in the normal course except assets leased to the Companies.
2.7 BANK ACCOUNTS. Part 2.7 of the Disclosure Schedule accurately sets
forth, with respect to each account maintained by or for the benefit of any
Company at any bank or other financial institution:
(a) the name and location of the institution at which such account
is maintained , and the name and telephone number of the account manager;
<PAGE>
15
(b) the name in which such account is maintained and the account
number of such account;
(c) a description of such account and the purpose for which such
account is used;
(d) the current balance in such account;
(e) the rate of interest being earned on the funds in such
account; and
(f) the names of all individuals authorized to draw on or make
withdrawals from such account.
There are no safe deposit boxes or similar arrangements maintained by
or for the benefit of any Company.
2.8 RECEIVABLES; MAJOR CUSTOMERS.
(a) Part 2.8 of the Disclosure Schedule provides an accurate and
complete breakdown and aging of all accounts receivable, notes receivable and
other receivables of the Companies as of November 30, 1999.
(b) Except as set forth in Part 2.8 of the Disclosure Schedule,
all existing accounts receivable of the Companies (including those accounts
receivable reflected on the Unaudited Interim Balance Sheet that have not yet
been collected and those accounts receivable that have arisen since November 30,
1999 and have not yet been collected):
(i) represent good, valid and enforceable obligations of
customers of the Companies arising from bona fide transactions entered into in
the Ordinary Course of Business; and
(ii) are current and will be collected in full (without any
counterclaim or setoff) on or before December 31, 2000.
(c) Part 2.8 of the Disclosure Schedule accurately identifies, and
provides an accurate and complete breakdown of the revenues received from, each
customer or other Person that accounted for (i) more than $50,000 of the
consolidated gross revenues of SFG in 1998 or (ii) more than $50,000 of SFG's
consolidated gross revenues year-to-date through November 30, 1999. No Company
has received any notice or other communication (in writing or otherwise), or any
other information, indicating that any customer or other Person identified in
Part 2.8 of the Disclosure Schedule may cease dealing with the Companies or may
otherwise reduce the volume of business transacted by such Person with the
Companies below historical levels.
2.9 INVENTORY. Part 2.9 of the Disclosure Schedule provides an accurate
and complete breakdown of any and all inventory of the Companies as of November
30, 1999. All of the Companies' existing inventory, if any (including any and
all inventory that is reflected on the
<PAGE>
16
Unaudited Interim Balance Sheet and that has not been disposed of by the
Companies since November 30, 1999):
(a) is of such quality and quantity as to be usable and saleable
by the Companies in the Ordinary Course of Business;
(b) has been priced or valued in accordance with Canadian GAAP;
(c) is free of any defect or deficiency; and
(d) is the property of the Company free and clear of any
Encumbrance and is not held by the Companies on consignment from others.
The inventory levels maintained by the Companies (i) are not excessive
in light of the Companies' normal operating requirements, (ii) are adequate for
the conduct of the Companies' operations in the Ordinary Course of Business, and
(iii) are comparable to the inventory levels maintained by Comparable Entities.
2.10 EQUIPMENT, ETC.
(a) Part 2.10 of the Disclosure Schedule accurately identifies all
equipment, furniture, fixtures, improvements and other tangible assets (other
than inventory) owned by the Companies, and accurately sets forth the month and
year of acquisition, original cost and book value of each of said assets. Part
2.10 also accurately identifies all tangible assets leased to the Companies.
(b) Each asset identified or required to be identified in Part
2.10 of the Disclosure Schedule:
(i) is structurally sound, free of defects and deficiencies
and in good condition and repair (ordinary wear and tear excepted);
(ii) complies in all respects with, and is being operated and
otherwise used in full compliance with, all applicable Legal Requirements; and
(iii) is adequate for the uses to which it is being put.
The assets identified in Part 2.10 of the Disclosure Schedule are
adequate for the conduct of the Companies' businesses in the manner in which
such businesses are currently being conducted and in the manner in which such
businesses are proposed to be conducted.
2.11 REAL PROPERTY. None of the Companies own any real property or any
interest in real property, except for the leaseholds created under the real
property leases identified in Part 2.13 of the Disclosure Schedule (the
"LEASES"). Part 2.11 of the Disclosure Schedule provides an accurate and
complete description of the premises covered by said Leases and the facilities
located on such premises (the "LEASED PREMISES"). Each Company enjoys peaceful
and undisturbed possession of its respective Leased Premises. In respect of the
Leases and the Leased Premises:
<PAGE>
17
(a) Complete and correct copies of the Leases have been provided
to the Purchaser.
(b) Each Company is exclusively entitled to all rights and
benefits as lessee under the Leases to which it is a party, and has not sublet,
assigned, licensed or otherwise conveyed any rights in the Leased Premises or in
the Leases to any other Person.
(c) All rental and other payments and other obligations required
to be paid and performed by the Companies pursuant to the Leases have been duly
paid and performed. No Company is in default of any of its obligations under the
Leases to which it is a party and none of the landlords or other parties to the
Leases are in default of any of their obligations under the Leases.
(d) The terms and conditions of the Leases will not be affected
by, nor will any of the Leases be in default as a result of, the completion of
the Transaction.
(e) To the Knowledge of SFG, the use by each Company of its Leased
Premises is not in breach of any building, zoning or other statute, by-law,
ordinance, regulation, covenant, restriction or official plan, and each Company
has adequate rights of ingress and egress for the operation of its business in
the ordinary course and, specifically (i) no alteration, repair, improvement or
other work that has not been completed has been ordered, directed or requested
in writing by any competent Governmental Body to be done in respect of any
Leased Premises or any of the plumbing, heating, elevating, water, drainage or
electrical systems, fixtures or works; (ii) all accounts for work and services
performed and materials furnished in respect of the Leased Premises at the
request of the Companies have been paid and no Person is entitled to claim a
lien against the Leased Premises or any part thereof, other than for current
accounts in respect of which the due date has not yet passed; (iii) there is
nothing owing by any Company in respect of the Leased Premises to any municipal
corporation, or to any other corporation or commission owning or operating a
public utility for water, gas, electrical power or energy, steam or hot water,
or for the use thereof, other than current accounts in respect of which the due
date has not yet passed; and (iv) no part of the Leased Premises has been taken
or expropriated by any Governmental Body nor has any notice or proceeding in
respect thereof been given or commenced.
(f) To the Knowledge of SFG, (i) there are no outstanding work
orders, non-compliance orders, deficiency notices or other such notices relative
to the Leased Premises, the other properties and assets of the Companies or
their respective businesses which have been issued by any police or fire
department, sanitation, environment, labor, health or other Governmental Body;
(ii) there are no matters under discussion with any such department or authority
relating to work orders, non-compliance orders, deficiency notices or other such
notices; and (iii) the Companies' businesses are not being operated in a manner
which is in contravention of any statute, regulation, rule, code, standard,
policy or other Legal Requirement.
(g) To the Knowledge of SFG, (i) the buildings and structures
comprising the Leased Premises are free of any structural defect; (ii) the
heating, ventilating, plumbing, drainage, electrical and air conditioning
systems and all other systems used in the Leased Premises and all machinery,
equipment, tools, furniture, furnishings and materials used in the
<PAGE>
18
Companies' businesses are in good working order, fully operational and free
of any defect, except for normal wear and tear; (iii) such buildings and
structures are located completely within the boundaries of the Leased
Premises; and (iv) certificates of mechanical fitness are readily available
for all motor vehicles owned or leased by the Companies.
2.12 PROPRIETARY ASSETS.
(a) Part 2.12 of the Disclosure Schedule sets forth, with respect
to each Proprietary Asset owned by the Companies registered with any
Governmental Body or for which an application has been filed with any
Governmental Body, (i) a brief description of such Proprietary Asset, and (ii)
the names of the jurisdictions covered by the applicable registration or
application. Part 2.12 of the Disclosure Schedule identifies and provides a
brief description of all other Proprietary Assets owned by the Companies (the
"OWNED PROPRIETARY ASSETS"). Part 2.12 of the Disclosure Schedule identifies and
provides a brief description of each Proprietary Asset licensed to the Companies
by any Person (except for any Proprietary Asset that is licensed to the
Companies under any third party software license generally available to the
public at a cost of less than $1,000 per copy) (the "LICENSED PROPRIETARY
ASSETS"), and identifies the license agreement under which such Proprietary
Asset is being licensed to the Companies (the Owned Proprietary Assets and the
Licensed Proprietary Assets are hereinafter collectively referred to as the
"COMPANY PROPRIETARY ASSETS"). Except as set forth in Part 2.12 of the
Disclosure Schedule, the Companies have good, valid and marketable title to all
of the Owned Proprietary Assets free and clear of all liens and other
Encumbrances, and have a valid right (contractual or otherwise) to use, license,
lease, sell or otherwise distribute to others all Company Proprietary Assets
identified in Part 2.12 of the Disclosure Schedule. Except as set forth in Part
2.12 of the Disclosure Schedule, the Companies are not obligated to make any
payment to any Person for the use of any Company Proprietary Asset. Except as
set forth in Part 2.12 of the Disclosure Schedule, the Companies have not
developed jointly with any other Person any Company Proprietary Asset with
respect to which such other Person has any rights.
(b) The Companies all Licensed Proprietary Assets is licensed to
the Companies pursuant to written license agreements under which the Companies
are in good standing and are entitled to all benefits thereunder, and there
exists no state of facts which after notice or lapse of time or both would
constitute a default or breach thereunder and to the Knowledge of SFG no other
party to such agreements is in default thereunder.
(c) The Companies have taken all commercially reasonable measures
and precautions to protect and maintain the confidentiality and secrecy of all
Company Proprietary Assets (except Company Proprietary Assets whose value would
be unimpaired by public disclosure) and otherwise to maintain and protect the
value of all Company Proprietary Assets. Except as set forth in Part 2.12 of the
Disclosure Schedule, none of the Companies has disclosed or delivered to any
Person, or permitted the disclosure or delivery to any Person of, (i) the source
code, or any portion or aspect of the source code, of any Company Proprietary
Asset, or (ii) other than to customers of the Company or for demonstration
purposes in the Ordinary Course of Business, the object code, or any portion or
aspect of the object code, of any Company Proprietary Asset. The source code for
Licensed Proprietary Assets is either in the Companies' possession or is subject
to a source code escrow agreement under which the Companies have the right to
obtain the source code upon the bankruptcy or other problem with the licensor.
<PAGE>
19
(d) None of the Company Proprietary Assets infringes or conflicts
with any Proprietary Asset owned or used by any other Person. None of the
Companies is infringing, misappropriating or making any unlawful use of, and
none of the Companies has at any time infringed, misappropriated or made any
unlawful use of, or received any notice or other communication (in writing or
otherwise) of any actual, alleged, possible or potential infringement,
misappropriation or unlawful use of, any Proprietary Asset owned or used by any
other Person. No other Person is infringing, misappropriating or making any
unlawful use of, and no Proprietary Asset owned or used by any other Person
infringes or conflicts with, any Company Proprietary Asset.
(e) Each Company Proprietary Asset conforms with any
specification, documentation, performance standard, representation or statement
made or provided with respect thereto by or on behalf of any of the Companies.
There has not been any claim by any customer or other Person alleging that any
Company Proprietary Asset (including each version thereof that has ever been
licensed or otherwise made available by the Companies to any Person) does not
conform with any specification, documentation, performance standard,
representation or statement made or provided by or on behalf of any of the
Companies to such customer or other Person and there is no basis for any such
claim. SFG has established adequate reserves on the Unaudited Interim Balance
Sheet to cover all costs associated with any obligations that the Companies may
have with respect to the correction or repair of programming errors or other
defects in the Company Proprietary Assets.
(f) The Company Proprietary Assets constitute all the Proprietary
Assets necessary to enable the Companies to conduct their business in the manner
in which such business has been and is being conducted. None of the Companies
has licensed any of the Company Proprietary Assets to any Person on an exclusive
basis. None of the Companies has entered into any covenant not to compete or
Contract limiting its ability to exploit fully any of its Proprietary Assets or
to transact business in any market or geographical area or with any Person.
(g) Except as set forth in Part 2.12 of the Disclosure Schedule:
(i) all current and former employees of the Companies have executed and
delivered to the Companies an agreement (containing no exceptions to or
exclusions from the scope of its coverage except for prior inventions that do
not conflict with the operations of the Companies' businesses or the use of the
Companies' assets) that is substantially identical to the standard form of
employment agreement previously delivered to the Purchaser, and (ii) all current
and former consultants and independent contractors of the Companies (excluding
bankers, accountants, lawyers and other non-technical consultants and
independent contractors) have executed and delivered to the Companies an
agreement (containing no exceptions to or exclusions from the scope of its
coverage as it relates to the specific project for which the consultant or
independent contractor was hired) that is substantially identical to such form
of employment agreement previously delivered to the Purchaser.
2.13 CONTRACTS.
(a) Part 2.13 of the Disclosure Schedule identifies and provides
an accurate and complete description of each SFG Contract, except for any
Excluded Contract. SFG has
<PAGE>
20
delivered to the Purchaser accurate and complete copies of all SFG Contracts
identified in Part 2.13 of the Disclosure Schedule, including all amendments
thereto.
(b) Each SFG Contract is valid and in full force and effect, and
is enforceable by SFG or a Subsidiary, as the case may be, in accordance with
its terms. No SFG Contract contains any term or provision that is extraordinary
or that is otherwise not customarily found in Contracts entered into by
Comparable Entities.
(c) Except as set forth in Part 2.13 of the Disclosure Schedule:
(i) no Person has violated or breached, or declared or
committed any default under, any SFG Contract;
(ii) no event has occurred, and no circumstance or condition
exists, that might (with or without notice or lapse of time) (A) result in a
violation or breach of any of the provisions of any SFG Contract, (B) give any
Person the right to declare a default or exercise any remedy under any SFG
Contract, (C) give any Person the right to accelerate the maturity or
performance of any SFG Contract, or (D) give any Person the right to cancel,
terminate or modify any SFG Contract;
(iii) none of the Companies has received any notice or other
communication (in writing or otherwise) regarding any actual, alleged, possible
or potential violation or breach of, or default under, any SFG Contract; and
(iv) no Company has waived any of its rights under any SFG
Contract.
(d) To the Knowledge of SFG, each Person against which any Company
has or may acquire any rights under any SFG Contract is solvent and is able to
satisfy all of such Person's current and future monetary obligations and other
obligations and Liabilities to the Companies.
(e) Except as set forth in Part 2.13 of the Disclosure Schedule:
(i) none of the Companies has ever guaranteed or otherwise
agreed to cause, insure or become liable for, and none of the Companies has ever
pledged any of its assets to secure, the performance or payment of any
obligation or other Liability of any other Person other than, as described on
Part 2.13 of the Disclosure Schedule, Liabilities of one or more of the
Companies;
(ii) none of the Companies has ever been a party to or bound
by (A) any joint venture agreement, partnership agreement, profit-sharing
agreement, cost-sharing agreement, loss-sharing agreement or similar Contract,
or (B) any Contract that creates or grants to any Person, or provides for the
creation or grant of, any stock appreciation right, phantom stock right or
similar right or interest;
(iii) the Companies have not had any determination of
noncompliance, entered into any consent order or undertaken any internal
investigation relating directly or indirectly to any Government Contract or
Government Bid;
<PAGE>
21
(iv) the Companies have complied with all Legal Requirements
with respect to all Government Contracts and Government Bids;
(v) the Companies have not, in obtaining or performing any
Government Contract, violated any applicable procurement law or regulation or
other Legal Requirement in Canada or the United States or elsewhere, including
without limitation (A) the Truth in Negotiations Act of 1962, as amended, (B)
the Service Contract Act of 1963, as amended, (C) the Contract Disputes Act of
1978, as amended, (D) the Office of Federal Procurement Policy Act, as amended,
(E) the Federal Acquisition Regulations (the "FAR") or any applicable agency
supplement thereto, (F) the Cost Accounting Standards, (G) the Defense
Industrial Security Manual (DOD 5220.22-M), or (H) the Defense Industrial
Security Regulation (DOD 5220.22-R) or any related security regulations;
(vi) all facts set forth in or acknowledged by the Companies
in any certification, representation or disclosure statement submitted by the
Companies with respect to any Government Contract or Government Bid were
current, accurate and complete as of the date of submission;
(vii) neither the Companies nor any of their employees has
been debarred or suspended from doing business with any Governmental Body and no
circumstances exist that would warrant the institution of debarment or
suspension proceedings against the Companies or any of their respective
employees;
(viii) no negative determinations of responsibility have been
issued against the Companies in connection with any Government Contract or
Government Bid;
(ix) no direct or indirect costs incurred by the Companies
have been questioned or disallowed as a result of a finding or determination of
any kind by any Governmental Body;
(x) no Governmental Body, and no prime contractor or
higher-tier subcontractor of any Governmental Body, has withheld or set off, or
threatened to withhold or set off, any amount due to the Companies under any
Government Contract other than routine retentions that are not in dispute;
(xi) there are not and have not been any irregularities,
misstatements or omissions relating to any Government Contract or Government Bid
that have led to or could reasonably be expected to lead to (A) any
administrative, civil, criminal or other investigation, legal proceeding or
indictment involving the Companies or any of their respective employees, (B) the
questioning or disallowance of any costs submitted for payment by the Companies,
(C) the recoupment of any payments previously made to the Companies, (D) a
finding or claim of fraud, defective pricing or improper payments on the part of
the Companies, or (E) the assessment of any penalties or damages of any kind
against the Companies;
(xii) there is not and has not been any (A) outstanding claim
against the Companies by, or dispute involving the Companies with, any prime
contractor, subcontractor, vendor or other person arising under or relating to
the award or performance of any Government Contract, (B) fact known by the
Companies upon which any such claim could reasonably be
<PAGE>
22
expected to be based or which may give rise to any such dispute, or (C) final
decision of any Governmental Body against the Companies;
(xiii) the Companies are not undergoing and have not
undergone any audit, and there is no basis for any impending audit, arising
under or relating to any Government Contract (other than normal routine audits
conducted in the ordinary course of business);
(xiv) the Companies have not entered into any financing
arrangement or assignment of proceeds with respect to the performance of any
Government Contract;
(xv) no payment has been made by the Companies or by any
person acting on the Companies' behalf to any person (other than to any bona
fide employee or agent (as defined in subpart 3.4 of the FAR) of the Companies)
which is or was contingent upon the award of any Government Contract or which
would otherwise be in violation of any applicable procurement law or regulation
or any other Legal Requirement;
(xvi) each Company's cost accounting system is in compliance
with applicable regulations and other applicable Legal Requirements, and has not
been determined by any Governmental Body not to be in compliance with any Legal
Requirement;
(xvii) the Companies have complied with all applicable
regulations and other Legal Requirements and with all applicable contractual
requirements relating to the placement of legends or restrictive markings on
technical data, computer software and other proprietary assets;
(xviii) in each case in which the Companies have delivered or
otherwise provided any technical data, computer software or Proprietary Assets
of the Companies to any Governmental Body in connection with any Government
Contract, the Companies have marked such technical data, computer software or
Proprietary Assets of the Companies with all markings and legends (including any
"restricted rights" legend and any "government purpose license rights" legend)
necessary (under the FAR or other applicable Legal Requirements) to ensure that
no Governmental Body or other person or entity is able to acquire any unlimited
rights with respect to such technical data, computer software or Proprietary
Assets of the Companies;
(xix) the Companies have not made any disclosure to any
Governmental Body pursuant to any voluntary disclosure agreement;
(xx) the Companies have reached agreement with the cognizant
government representatives approving and "closing" all indirect costs charged to
Government Contracts for all years from inception, and those years are closed;
(xxi) the responsible government representatives have agreed
with the Companies as to the "forward pricing rates" that the Companies are
charging on cost-type Government Contracts and including in Government Bids;
(xxii) the Companies are not and will not be required to make
any filing with or give any notice to, or to obtain any consent from, any
Governmental Body under or in connection with any Government Contract or
Government Bid as a result of or by virtue of the
<PAGE>
23
execution, delivery of performance of this Agreement or any of the other
agreements referred to in this Agreement; and
(xxiii) Neither the Companies, nor any director, officer,
agent, employee or other person acting on behalf of the Companies has used any
corporate or other funds for unlawful contributions, payments, gifts or
entertainment, or made any unlawful expenditures relating to political activity
to government officials or others or established or maintained any unlawful or
unrecorded funds. Neither the Companies, nor any director, officer, agent,
employee or other person acting on behalf of the Companies has accepted or
received any unlawful contributions, payments, gifts or expenditures.
(f) The performance of the SFG Contracts will not result in any
violation of or failure to comply with any Legal Requirement.
(g) Except as set forth in Part 2.13 of the Disclosure Schedule,
no Person is renegotiating, or has the express right to renegotiate, any amount
paid or payable to SFG under any SFG Contract or any other term or provision of
any SFG Contract.
(h) The Contracts identified in Part 2.13 of the Disclosure
Schedule and the Excluded Contracts collectively constitute all of the Contracts
necessary to enable each Company to conduct its business in the manner in which
its business is currently being conducted and in the manner in which its
business is proposed to be conducted.
(i) Part 2.13 of the Disclosure Schedule identifies and provides
an accurate and complete description of each proposed Contract as to which any
bid, offer, award, written proposal, term sheet or similar document has been
submitted or received by any Company since inception.
(j) Part 2.13 of the Disclosure Schedule provides an accurate
description and breakdown of the Companies' backlog as of November 30, 1999
under the SFG Contracts.
2.14 SECURITY MATTERS. Each Company is in compliance with all security
and related requirements on its Government Contracts.
2.15 LIABILITIES; MAJOR SUPPLIERS.
(a) No Company has any Liabilities, except for:
(i) liabilities identified as such in the "liabilities"
column of the Unaudited Interim Balance Sheet;
(ii) accounts payable (of the type required to be reflected
as current liabilities in the "liabilities" column of a balance sheet prepared
in accordance with GAAP) incurred in the Ordinary Course of Business since
November 30, 1999; and
(iii) obligations under the Contracts listed in Part 2.13 of
the Disclosure Schedule and under Excluded Contracts, to the extent that the
existence of such obligations is ascertainable solely by reference to such
Contracts.
<PAGE>
24
(b) Part 2.15 of the Disclosure Schedule:
(i) provides an accurate and complete breakdown and aging of
each Company's accounts payable as of November 30, 1999;
(ii) provides an accurate and complete breakdown of all
customer deposits and other deposits held by each Company as of the date of this
Agreement; and
(iii) provides an accurate and complete breakdown of each
Company's long-term debt and Preferred Stock as of the date of this Agreement.
(c) Part 2.15 of the Disclosure Schedule accurately identifies,
and provides an accurate and complete breakdown of the amounts paid to, each
supplier or other Person that received (i) more than $100,000 from the Companies
in 1997, (ii) more than $100,000 from the Companies in 1998, or (iii) more than
$100,000 from the Companies in the first three quarters of 1999.
2.16 COMPLIANCE WITH LEGAL REQUIREMENTS.
(a) Except as set forth in Part 2.16 of the Disclosure Schedule:
(i) each of the Companies has at all times been in full
compliance with each Legal Requirement that is or was applicable to it or to the
conduct of its business or the ownership or use of any of its assets;
(ii) no event has occurred, and no condition or circumstance
exists, that might (with or without notice or lapse of time) constitute or
result directly or indirectly in a violation by any Company of, or a failure on
the part of any Company to comply with, any Legal Requirement; and
(iii) none of the Companies has received, at any time, any
notice or other communication (in writing or otherwise) from any Governmental
Body or any other Person regarding (i) any actual, alleged, possible or
potential violation of, or failure to comply with, any Legal Requirement, or
(ii) any actual, alleged, possible or potential obligation on the part of any of
the Companies to undertake, or to bear all or any portion of the cost of, any
cleanup or any remedial, corrective or response action of any nature.
(b) No Governmental Body has proposed, to the Knowledge of SFG,
any Legal Requirement that, if adopted or otherwise put into effect, (i) may
reasonably be expected to have a material adverse effect on the Companies'
business, condition, assets, liabilities, operations, financial performance, net
income or prospects or on the ability of any Company or any of the Selling
Securityholders to comply with or perform any covenant or obligation under any
of the Transactional Agreements, or (ii) may have the effect of preventing,
delaying, making illegal or otherwise interfering with any of the Transactions.
2.17 GOVERNMENTAL AUTHORIZATIONS.
(a) Part 2.17 of the Disclosure Schedule identifies:
<PAGE>
25
(i) each Governmental Authorization that is held by each
Company; and
(ii) each other Governmental Authorization that is held by
each Company's employees and relates to or is useful in connection with the
Companies' business.
SFG has delivered to the Purchaser accurate and complete copies of all
of the Companies' Governmental Authorizations identified in Part 2.17 of the
Disclosure Schedule, including all renewals thereof and all amendments thereto.
Each Governmental Authorization identified or required to be identified in Part
2.17 of the Disclosure Schedule is valid and in full force and effect.
(b) Except as set forth in Part 2.17 of the Disclosure Schedule:
(i) the Companies and their respective employees are and have
at all times been in full compliance with all of the terms and requirements of
each Governmental Authorization identified or required to be identified in Part
2.17 of the Disclosure Schedule;
(ii) no event has occurred, and no condition or circumstance
exists, that might (with or without notice or lapse of time) (A) constitute or
result directly or indirectly in a violation of or a failure to comply with any
term or requirement of any Governmental Authorization identified or required to
be identified in Part 2.17 of the Disclosure Schedule, or (B) result directly or
indirectly in the revocation, withdrawal, suspension, cancellation, termination
or modification of any Governmental Authorization identified or required to be
identified in Part 2.17 of the Disclosure Schedule;
(iii) none of the Companies has ever received, and no
employee of any of the Companies has ever received, any notice or other
communication (in writing or otherwise) from any Governmental Body or any other
Person regarding (A) any actual, alleged, possible or potential violation of or
failure to comply with any term or requirement of any Governmental
Authorization, or (B) any actual, proposed, possible or potential revocation,
withdrawal, suspension, cancellation, termination or modification of any
Governmental Authorization; and
(iv) all applications required to have been filed for the
renewal of the Governmental Authorizations required to be identified in Part
2.17 of the Disclosure Schedule have been duly filed on a timely basis with the
appropriate Governmental Bodies, and each other notice or filing required to
have been given or made with respect to such Governmental Authorizations has
been duly given or made on a timely basis with the appropriate Governmental
Body.
(c) The Governmental Authorizations identified in Part 2.17 of the
Disclosure Schedule constitute all of the Governmental Authorizations necessary
(i) to enable each Company to conduct its business in the manner in which its
business is currently being conducted and in the manner in which its business is
proposed to be conducted, and (ii) to permit each Company to own and use its
assets in the manner in which they are currently owned and used and in the
manner in which they are proposed to be owned and used.
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26
2.18 TAX MATTERS.
(a) Except as described on Part 2.18 of the Disclosure Schedules,
each Tax required to have been paid, or claimed by any Governmental Body to be
payable, by any of the Companies (whether pursuant to any Tax Return or
otherwise) has been duly paid in full on a timely basis. Except as described on
Part 2.18 of the Disclosure Schedules, any Tax required to have been withheld or
collected by any of the Companies has been duly withheld or collected; and (to
the extent required) each such Tax has been paid to the appropriate Governmental
Body. Except as described on Part 2.18 of the Disclosure Schedules, each Company
has withheld from each amount paid or credited to any Person the amount of Taxes
required to be withheld therefrom and has remitted such Taxes to the proper Tax
or other Governmental Body within the time required under all applicable Legal
Requirements.
(b) Part 2.18 of the Disclosure Schedule accurately identifies all
Tax Returns required to be filed by or on behalf of any of the Companies with
any Governmental Body with respect to any taxable period ending on or before the
Closing Date ("SFG RETURNS"). Except as described on Part 2.18 of the Disclosure
Schedules, all SFG Returns (i) have been or will be filed when due, and (ii)
have been, or will be when filed, accurately and completely prepared in full
compliance with all applicable Legal Requirements. Except as described on Part
2.18 of the Disclosure Schedules, all amounts shown on the SFG Returns to be due
on or before the Closing Date, and all amounts otherwise payable in connection
with the SFG Returns on or before the Closing Date, have been or will be paid on
or before the Closing Date. SFG has delivered to the Purchaser accurate and
complete copies of all SFG income tax returns filed since December 31, 1995,
with the exception of those described on Part 2.18 of the Disclosure Schedules.
(c) The SFG Financial Statements fully accrue all actual and
contingent liabilities for Taxes with respect to all periods through the dates
thereof in accordance with GAAP. SFG will establish, in the Ordinary Course of
Business, reserves adequate for the payment of all Taxes for the period from
September 30, 1995 through the Closing Date, and SFG will disclose the dollar
amount of such reserves to the Purchaser on or prior to the Closing Date.
(d) Except as described in Part 2.18 of the Disclosure Schedule,
each SFG Return relating to income Taxes that has been filed with respect to any
period ended on or prior to December 31, 1995 has either (i) been examined and
audited by all relevant Governmental Bodies, or (ii) by virtue of the expiration
of the limitation period under applicable Legal Requirements, is no longer
subject to examination or audit by any Governmental Body. Part 2.18 of the
Disclosure Schedule accurately identifies each examination or audit of any SFG
Return that has been conducted since December 31, 1986. SFG has delivered to the
Purchaser accurate and complete copies of all audit reports and similar
documents (to which SFG has access) relating to SFG Returns. Except as set forth
in Part 2.18 of the Disclosure Schedule, there are no agreements, waivers or
other arrangements providing for any extension of time with respect to the
filing of any Tax Return or other document or the payment of any Taxes by the
Companies or the period for any assessment or reassessment of Taxes. No Company
has received any written ruling related to Taxes or entered into any agreement
with a Governmental Body relating to Taxes.
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27
(e) Except as set forth in Part 2.18 of the Disclosure Schedule,
no claim or other Proceeding is pending or has been threatened against or with
respect to any of the Companies in respect of any Tax. There are no unsatisfied
Liabilities for Taxes (including liabilities for interest, additions to tax and
penalties thereon and related expenses) with respect to any notice of deficiency
or similar document received by any of the Companies. None of the Companies has
entered into or has become bound by any agreement or consent pursuant to Section
341(f) of the Code. None of the Companies has been, and SFG will not be,
required to include any adjustment in taxable income for any tax period (or
portion thereof) pursuant to Section 481 or 263A of the Code or any comparable
provision under state or foreign Tax laws as a result of transactions or events
occurring, or accounting methods employed, prior to the Closing.
(f) Except as described in Part 2.18 of the Disclosure Schedules,
there is no agreement, plan, arrangement or other Contract covering any employee
or independent contractor or former employee or independent contractor of any of
the Companies that, individually or collectively, could give rise directly or
indirectly to the payment of any amount that would not be deductible pursuant to
Section 280G or Section 162 of the Code that would otherwise be actually
deductible on a United States federal tax return or pursuant to the INCOME TAX
ACT (Canada). None of the Companies is or has ever been a party to or bound by
any tax indemnity agreement, tax sharing agreement, tax allocation agreement or
similar Contract.
(g) Except as described on Part 2.18 of the Disclosure Schedules,
the liability for Taxes under the INCOME TAX ACT (Canada) of SFG has been
assessed by Revenue Canada for all taxation years up to and including the
taxation years ending December 31, 1998. The assessment of liability for Taxes
under the INCOME TAX ACT (Canada) is pending in those tax years disclosed in
Part 2.18 of the Disclosure Schedules. True and complete copies of the federal
and provincial Tax Returns for SFG and copies of all assessments and
reassessments for all taxation years including relating to the most recently
completed taxation year for which the same are available have been provided to
the Purchaser.
(h) SFG is a Canadian-controlled private corporation, as defined
in the INCOME TAX ACT, (Canada), and has been one since formation on
amalgamation on November 2, 1994.
(i) No debt or other obligation of any Company has been or will be
settled or extinguished on or prior to the Closing Date such that the provisions
of Section 80 of the INCOME TAX ACT (Canada) applies or would apply thereto.
(j) No Company is involved in, subject to, or a party to any joint
venture, partnership, Contract or other arrangement that is treated as a
partnership for federal, state, local or foreign Income Tax purposes.
(k) No Company was included and no Company is includible in the
Tax Return of any relevant group with any corporation other than such a return
of which the Company is the common parent corporation.
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28
(l) All material elections made by SFG with respect to Canadian
income Taxes affecting the Company are set forth in Part 2.18 of the Disclosure
Schedule.
(m) SFG is not nor has it ever been a United States real property
holding corporation within the meaning of Section 897(c)(1)(A)(ii) of the Code.
2.19 EMPLOYEE AND LABOR MATTERS.
(a) Part 2.19 of the Disclosure Schedule accurately sets forth,
with respect to each employee of each Company (including any employee who is on
a leave of absence or on layoff status):
(i) the name of such employee and the date as of which such
employee was originally hired by such Company;
(ii) such employee's title, and a description of such
employee's duties and responsibilities;
(iii) the aggregate dollar amount of the compensation
(including wages, salary, commissions, director's fees, fringe benefits,
bonuses, profit-sharing payments and other payments or benefits of any type)
received by such employee from such Company with respect to services performed
in 1998;
(iv) such employee's annualized compensation as of the date
of this Agreement;
(v) each Current Benefit Plan in which such employee
participates or is eligible to participate; and
(vi) any Governmental Authorization that is held by such
employee and that relates to or is useful in connection with SFG's business.
(b) Part 2.19 of the Disclosure Schedule accurately identifies
each former employee of any of the Companies who is receiving or is scheduled to
receive (or whose spouse or other dependent is receiving or is scheduled to
receive) any benefits (whether from SFG or otherwise) relating to such former
employee's employment with any of the Companies; and Part 2.19 of the Disclosure
Schedule accurately describes such benefits.
(c) Except as set forth in Part 2.19 of the Disclosure Schedule,
none of the Companies is or has ever been a party to or bound by any employment
agreement or any union contract, collective bargaining agreement or similar
Contract.
(d) With respect to any employees employed in Canada, except as
disclosed on Part 2.19 of the Disclosure Schedule, no Company is a party to any
written employment agreement and there is no agreement which cannot be
terminated on reasonable notice in accordance with applicable laws and without
penalty. With respect to any employees employed in the United States, the
employment of each such employee is terminable at will.
<PAGE>
29
(e) SFG has delivered to the Purchaser accurate and complete
copies of all employee manuals and handbooks, disclosure materials, policy
statements and other materials relating to the employment of the current and
former employees of each of the Companies. Except as set forth in Part 2.19 of
the Disclosure Schedule:
(i) SFG is not aware that any employee of any Company intends
to terminate his employment with SFG;
(ii) SFG is not aware that any employee of any Company has
received an offer to join a business that may be competitive with SFG's
business; and
(iii) SFG is not aware that any employee of any Company is a
party to or is bound by any confidentiality agreement, noncompetition agreement
or other Contract (with any Person) that may have an adverse effect on (A) the
performance by such employee of any of his duties or responsibilities as an
employee of such Company, or (B) SFG's business or operations.
(f) None of the Companies is or has ever been engaged in any
unfair labor practice of any nature. There has never been any slowdown, work
stoppage, labor dispute or union organizing, certifying or establishing
activity, or any similar activity or dispute, affecting any of the Companies or
any of their employees. To the Knowledge of SFG, there is not now pending, and
no Person has threatened to commence, any such slowdown, work stoppage, labor
dispute or union organizing, certifying or establishing activity or any similar
activity or dispute. To the Knowledge of SFG, no event has occurred, and no
condition or circumstance exists, that might directly or indirectly give rise to
or provide a basis for the commencement of any such slowdown, work stoppage,
labor dispute or union organizing, certifying or establishing activity or any
similar activity or dispute.
(g) Each Company has complied with all Legal Requirements
applicable to it relating to employment, including without limitation, those
relating to wages, hours, collective bargaining, payment of social security and
other similar taxes, equal employment opportunity, employment discrimination,
occupational health and safety, workers' hazardous materials, employment
standards, pay equity and workers' compensation. There are no outstanding
charges, complaints or claims against any Company relating to unfair labor
practices or discrimination or under any legislation relating to employees. Each
Company has paid in full all amounts owing under applicable workers'
compensation legislation, and the workers' compensation claims experience of the
Companies would not permit a penalty reassessment under such legislation. There
are no charges or orders requiring the Companies to comply outstanding under any
Legal Requirements relating to occupational health and safety.
(h) Except under the Options, the completion of the transactions
contemplated by this Agreement will not result in any payment or increased
payment becoming due from SFG to any officer, director, or employee of, or
consultant to, SFG.
2.20 UNITED STATES BENEFIT PLANS; ERISA.
(a) Part 2.20 of the Disclosure Schedule identifies and provides
an accurate and complete description of each Current Benefit Plan relating to
the U.S. operations of the
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30
Companies and each Past Benefit Plan relating to the U.S. operations of the
Companies. None of the Companies has ever established, adopted, maintained,
sponsored, contributed to, participated in or incurred any Liability with
respect to any Employee Benefit Plan, except for the Company Plans identified
in Part 2.20 of the Disclosure Schedule; and none of the Companies has ever
provided or made available any fringe benefit or other benefit of any nature
to any of its employees working in the U.S., except as set forth in Part 2.20
of the Disclosure Schedule.
(b) No Company Plan:
(i) provides or provided any benefit guaranteed by the
Pension Benefit Guaranty Corporation;
(ii) is or was a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA; or
(iii) is or was subject to the minimum funding standards of
Section 412 of the Code or Section 302 of ERISA.
There is no Person that (by reason of common control or otherwise) is
or has at any time been treated together with any Company as a single employer
within the meaning of Section 414 of the Code.
(c) SFG has delivered to the Purchaser, with respect to each
Company Plan:
(i) an accurate and complete copy of such Company Plan and
all amendments thereto (including any amendment that is scheduled to take effect
in the future);
(ii) an accurate and complete copy of each Contract
(including any trust agreement, funding agreement, service provider agreement,
insurance agreement, investment management agreement or recordkeeping agreement)
relating to such Company Plan;
(iii) an accurate and complete copy of any description,
summary, notification, report or other document that has been furnished by the
Companies to any employee of any of the Companies with respect to such Company
Plan;
(iv) an accurate and complete copy of any form, report,
registration statement or other document that has been filed with or submitted
to any Governmental Body with respect to such Company Plan; and
(v) an accurate and complete copy of any determination
letter, notice or other document that has been issued by, or that has been
received by any of the Companies from, any Governmental Body with respect to
such Company Plan.
(d) Each Current Benefit Plan relating to the U.S. operations of
the Companies is being operated and administered in material compliance with the
provisions thereof, and each Company Plan has at all times been operated and
administered in material compliance with the provisions thereof. Each
contribution or other payment that is required to
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31
have been accrued or made under or with respect to any Company Plan has been
duly accrued or made, as applicable, on a timely basis.
(e) Each Current Benefit Plan complies and is being operated and
administered in material compliance with, and each Company Plan has at all times
complied and been operated and administered in full compliance with, all
applicable reporting, disclosure and other requirements of ERISA and the Code
and all other applicable Legal Requirements. None of the Companies has ever
incurred any Liability to the Internal Revenue Service or any other Governmental
Body with respect to any Company Plan; and, to the Knowledge of SFG, no event
has occurred, and no condition or circumstance exists, that might (with or
without notice or lapse of time) give rise directly or indirectly to any such
Liability. None of the Companies, and no Person that is or was an administrator
or fiduciary of any Company Plan (or that acts or has acted as an agent of any
of the Companies or any such administrator or fiduciary), has engaged in any
transaction or has otherwise acted or failed to act in a manner that has
subjected or may subject SFG to any Liability for breach of any fiduciary duty
or any other duty. No Company Plan, and no Person that is or was an
administrator or fiduciary of any Company Plan (or that acts or has acted as an
agent of any such administrator or fiduciary):
(i) has engaged in a "prohibited transaction" within the
meaning of Section 406 of ERISA or Section 4975 of the Code;
(ii) has failed to substantially comply with the
responsibilities or obligations imposed upon fiduciaries under Title I of ERISA;
or
(iii) to the Knowledge of SFG, has taken any action that (A)
may subject such Company Plan or such Person to any Tax, penalty or Liability
relating to any "prohibited transaction," or (B) may directly or indirectly give
rise to or serve as a basis for the assertion (by any employee or by any other
Person) of any claim under, on behalf of or with respect to such Company Plan.
(f) No inaccurate or misleading representation, statement or other
communication has been made or directed (in writing or otherwise) to any current
or former employee of any of the Companies (i) with respect to such employee's
participation, eligibility for benefits, vesting, benefit accrual or coverage
under any Company Plan or with respect to any other matter relating to any
Company Plan, or (ii) with respect to any proposal or intention on the part of
any of the Companies to establish or sponsor any Employee Benefit Plan or to
provide or make available any fringe benefit or other benefit of any nature.
(g) Except as set forth in Part 2.20 of the Disclosure Schedule,
SFG has not advised any of its employees (in writing or otherwise) that it
intends or expects to establish or sponsor any Employee Benefit Plan relating to
the U.S. operations of the Companies or to provide or make available any fringe
benefit or other benefit of any nature in the future.
2.21 CANADIAN BENEFIT PLANS.
(a) Part 2.21 of the Disclosure Schedule lists all of SFG's bonus,
incentive compensation, profit sharing, group insurance, dental insurance,
disability, death benefit, health and welfare, hospitalization, vacation,
vacation pay, unemployment, pension, retirement and
<PAGE>
32
other employee benefit, plans, agreements, policies, practices and other
similar arrangements currently applicable to the current and/or past Canadian
employees, officers, agents and/or independent contractors (the "CANADIAN
BENEFIT PLANS").
(b) SFG has delivered to the Purchaser true and complete copies of
the written texts of the Canadian Benefit Plans and of the funding agreements
therefor and any amendments to such documents. SFG has not made, or acquiesced
in the making of, any amendments to such documents other than those which SFG
has delivered to the Purchaser. SFG has performed all its obligations (including
fiduciary, funding, investment and administration obligations) required to be
performed in connection with the Canadian Benefit Plans or the funding
agreements therefor in a timely fashion and in accordance with the terms of the
Canadian Benefit Plans and applicable Legal Requirements. There are no
outstanding disputes concerning the assets held in respect of the Canadian
Benefit Plans pursuant to any such funding agreement. Where required, the
Canadian Benefit Plans are duly registered under the INCOME TAX ACT (Canada) and
applicable pension legislation. All reports and disclosures relating to the
Canadian Benefit Plans required under this Agreement or by any applicable Legal
Requirements to be filed or distributed on or before the execution of this
Agreement have been filed or distributed. All such reports and disclosures
required by this Agreement or by any applicable Legal Requirements to be filed
or distributed on or before the Closing Date shall be filed or distributed. No
promises of benefit improvements under the Canadian Benefit Plans have been made
except as may be required, or are reasonably anticipated to be required, by any
Legal Requirement or collective agreement.
(c) All contributions or premiums required to be made by SFG to
the Canadian Benefit Plans have been made in a timely fashion in accordance with
the terms of the Canadian Benefit Plans and applicable Legal Requirements. All
employee contributions to the Canadian Benefit Plans required to be made by way
of authorized payroll deduction have been properly withheld by SFG and fully
paid into the Canadian Benefit Plans. There have been no improper withdrawals,
or applications of, the assets of the Canadian Benefit Plans. There are no taxes
owing in respect of the Canadian Benefit Plans.
(d) In respect of any registered pension plans in Canada (the
"CANADIAN REGISTERED PENSION PLANS"):
(i) SFG has delivered to Purchaser all historical
documentation respecting the Canadian Registered Pension Plans, including copies
of all prior funding agreements;
(ii) each of the Canadian Registered Pension Plans is fully
funded both on an ongoing basis and on a solvency basis;
(iii) all employee data respecting each Canadian Registered
Pension Plan is correct;
(iv) none of the Canadian Registered Pension Plans is the
subject of any investigation, any other proceeding, action or claim and there
exists no state of facts which after notice or lapse of time or both could
reasonably be expected to give rise to any such
<PAGE>
33
proceeding, action or claim or to affect the registration of any of the
Canadian Registered Pension Plans; and,
(e) the most recent actuarial report required to be prepared in
respect of each of the Canadian Registered Pension Plans pursuant to the
applicable Legal Requirements has been delivered to the Purchaser and there have
been no adverse changes to any Canadian Registered Pension Plan since the date
of such report.
2.22 ENVIRONMENTAL MATTERS.
(a) To the Knowledge of SFG, (i) the Companies, the operation of
their respective businesses, the property and assets owned or used by them at
any time, and the use, maintenance and operation thereof have been and are in
compliance with all Environmental Laws; and (ii) the Companies have complied
with all reporting and monitoring requirements under all Environmental Laws.
Without limiting the generality of the foregoing, no Company is liable or
potentially liable for any response cost or natural resource damages under
Section 107(a) of CERCLA, or under any other so-called "superfund" or
"superlien" law or similar Legal Requirement, at or with respect to any site.
(b) None of the Companies has ever received any notice or other
communication (in writing or otherwise) from any Governmental Body or other
Person regarding any actual, alleged, possible or potential Liability arising
from or relating to the presence, generation, manufacture, production,
transportation, importation, use, treatment, refinement, processing, handling,
storage, discharge, release, emission or disposal of any Hazardous Material,
and, to the Knowledge of SFG, no Person has ever commenced or threatened to
commence any contribution action or other Proceeding against any of the
Companies in connection with any such actual, alleged, possible or potential
Liability; and no event has occurred, and no condition or circumstance exists,
that may directly or indirectly give rise to, or result in any Company becoming
subject to, any such Liability.
(c) To the Knowledge of SFG, none of the Companies has ever
generated, manufactured, produced, transported, imported, used, treated,
refined, processed, handled, stored, discharged, released or disposed of any
Hazardous Material (whether lawfully or unlawfully). To the Knowledge of SFG,
none of the Companies has ever permitted any Hazardous Material to be generated,
manufactured, produced, used, treated, refined, processed, handled, stored,
discharged, released or disposed of (whether lawfully or unlawfully):
(i) on or beneath the surface of any real property that is,
or that has at any time been, owned by, leased to, controlled by or used by any
of the Companies;
(ii) in or into any surface water, groundwater, soil or air
associated with or adjacent to any such real property; or
(iii) in or into any well, pit, pond, lagoon, impoundment,
ditch, landfill, building, structure, facility, improvement, installation,
equipment, pipe, pipeline, vehicle or storage container that is or was located
on or beneath the surface of any such real property or that is or has at any
time been owned by, leased to, controlled by or used by any of the Companies.
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34
(d) To the Knowledge of SFG, all property that is owned by, leased
to, controlled by or used by any Company, and all surface water, groundwater,
soil and air associated with or adjacent to such property:
(i) is in clean and healthful condition;
(ii) is free of any Hazardous Material and any harmful
chemical or physical conditions; and
(iii) is free of any environmental contamination of any
nature.
(e) To the Knowledge of SFG, (i) there are no underground or
surface storage tanks or urea formaldehyde foam insulation, asbestos,
polychlorinated biphenyls or radioactive substances located on or in any of the
properties used by the Companies; (ii) the Companies are not, and there is no
basis upon which the Companies could become, responsible for any clean-up or
corrective action under any Environmental Laws; and (iii) no Company has ever
conducted or caused to be conducted an environmental assessment or study of any
of its properties or assets.
(f) To the Knowledge of SFG, each Company has obtained all
Environmental Permits necessary to conduct its business and to own, use and
operate its properties and assets. Complete and correct copies of such
Environmental Permits have been provided to Purchaser.
2.23 SALE OF PRODUCTS; PERFORMANCE OF SERVICES.
(a) No Company has given any guarantee or warranty in respect of
any of the products sold or services provided by it, except warranties made in
the Ordinary Course of Business and in the form of such Company's standard
written warranties, copies of which have been provided to Purchaser.
(b) Except as disclosed on Part 2.23 of the Disclosure Schedule,
each product that has been sold by any of the Companies to any Person:
(i) conformed and complied in all respects with the terms and
requirements of any applicable warranty or other Contract and, to the Knowledge
of SFG, with all applicable Legal Requirements; and
(ii) was free of any design defects, programming errors,
construction defects or other defects or deficiencies at the time of sale. All
repair services, technical, maintenance and other services that have been
performed by the Companies were performed properly and in full conformity with
the terms and requirements of all applicable warranties and other Contracts and
with all applicable Legal Requirements.
(c) No Company will incur or otherwise become subject to any
Liability arising directly or indirectly from any product manufactured or sold
by, or any repair services or other services performed by, any of the Companies
on or at any time prior to the Closing Date.
(d) No product manufactured or sold by any of the Companies has
been the subject of any recall or other similar action; and no event has
occurred, and no condition or
<PAGE>
35
circumstance exists, that might (with or without notice or lapse of time)
directly or indirectly give rise to or serve as a basis for any such recall
or other similar action relating to any such product.
(e) Except as set forth in Part 2.23 of the Disclosure Schedule,
no customer or other Person has ever asserted or threatened to assert any claim
against any of the Companies (i) under or based upon any warranty provided by or
on behalf of any of the Companies, or (ii) under or based upon any other
warranty relating to any product sold by any of the Companies or any services
performed by any of the Companies. No event has occurred, and no condition or
circumstance exists, that might (with or without notice or lapse of time)
directly or indirectly give rise to or serve as a basis for the assertion of any
such claim.
(f) Each of the Companies has at all times had in place, an
adequate and appropriate quality control system that is at least as
comprehensive and effective as the quality control systems customarily
maintained by Comparable Entities.
2.24 INSURANCE.
(a) Part 2.24 of the Disclosure Schedule accurately sets forth,
with respect to each insurance policy maintained by or at the expense of, or for
the direct or indirect benefit of, each Company:
(i) the name of the insurance carrier that issued such policy
and the policy number of such policy;
(ii) whether such policy is a "claims made" or an
"occurrences" policy;
(iii) a description of the coverage provided by such policy
and the material terms and provisions of such policy (including all applicable
coverage limits, deductible amounts and co-insurance arrangements and any
non-customary exclusions from coverage);
(iv) the annual premium payable with respect to such policy,
and the cash value (if any) of such policy; and
(v) a description of any claims pending, and any claims that
have been asserted in the past, with respect to such policy.
Part 2.24 also identifies (1) each pending application for insurance
that has been submitted by or on behalf of each Company, and (2) each
self-insurance or risk-sharing arrangement affecting each Company or any of its
assets. SFG has delivered to the Purchaser accurate and complete copies of all
of the insurance policies identified in Part 2.24 of the Disclosure Schedule
(including all renewals thereof and endorsements thereto) and all of the pending
applications identified in Part 2.24 of the Disclosure Schedule.
(b) Each of the policies identified in Part 2.24 of the Disclosure
Schedule is valid, enforceable and in full force and effect, and has been issued
by an insurance carrier that is solvent, financially sound and reputable. All of
the information contained in the applications
<PAGE>
36
submitted in connection with said policies was (at the times said
applications were submitted) accurate and complete, and all premiums and
other amounts owing with respect to said policies have been paid in full on a
timely basis. The nature, scope and dollar amounts of the insurance coverage
provided by said policies are sufficient to adequately insure each Company's
business, assets, operations, key employees, services and potential
liabilities; and said insurance coverage is at least as comprehensive as the
insurance coverage customarily maintained by Comparable Entities.
(c) Except as set forth in Part 2.24 of the Disclosure Schedule,
there is no pending claim under or based upon any of the policies identified in
Part 2.24 of the Disclosure Schedule; and no event has occurred, and no
condition or circumstance exists, that might (with or without notice or lapse of
time) directly or indirectly give rise to or serve as a basis for any such
claim.
(d) Except as set forth in Part 2.24 of the Disclosure Schedule,
none of the Companies has received:
(i) any notice or other communication (in writing or
otherwise) regarding the actual or possible cancellation or invalidation of any
of the policies identified in Part 2.24 of the Disclosure Schedule or regarding
any actual or possible adjustment in the amount of the premiums payable with
respect to any of said policies;
(ii) any notice or other communication (in writing or
otherwise) regarding any actual or possible refusal of coverage under, or any
actual or possible rejection of any claim under, any of the policies identified
in Part 2.24 of the Disclosure Schedule; or
(iii) any indication that the issuer of any of the policies
identified in Part 2.24 of the Disclosure Schedule may be unwilling or unable to
perform any of its obligations thereunder.
2.25 RELATED PARTY TRANSACTIONS. Except as set forth in Part 2.25 of
the Disclosure Schedule:
(a) no Related Party has, and no Related Party has at any time
since December 31, 1995 had, any direct or indirect interest of any nature in
any asset used in or otherwise relating to the business of any of the Companies;
(b) no Related Party is, or has at any time since December 31,
1995 been, indebted to any of the Companies, nor are any of the Companies
indebted to any Related Party;
(c) since December 31, 1995, no Related Party has entered into, or
has had any direct or indirect financial interest in, any Contract, transaction
or business dealing of any nature involving any of the Companies;
(d) to the Knowledge of SFG, no Related Party is competing, or has
at any time since December 31, 1995 competed, directly or indirectly, with any
of the Companies in any market served by any of the Companies;
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37
(e) no Related Party has any claim or right against any Company;
and
(f) no event has occurred, and no condition or circumstance
exists, that might (with or without notice or lapse of time) directly or
indirectly give rise to or serve as a basis for any claim or right in favor of
any Related Party against any Company.
2.26 CERTAIN PAYMENTS, ETC. None of the Companies, and no officer,
employee, agent or other Person associated with or acting for or on behalf of
any of the Companies, has at any time, directly or indirectly, used any
corporate funds for unlawful contributions, gifts, entertainment or other
unlawful expenses relating to political activity, made any unlawful political
contribution or gift or for any other unlawful purpose relating to any political
activity, made any unlawful payment to any governmental official or employee or
to any political party or campaign from corporate funds, violated any provision
of the corruption of FOREIGN PUBLIC OFFICERS ACT (Canada), the FOREIGN CORRUPT
PRACTICES ACT OF 1977, as amended, or the rules, regulations and guidelines
promulgated by the Organization for Economic Cooperation and Development's
Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, or made or proposed to make any bribe, rebate, payoff,
unlawful payment, kickback or other similar payment to any Person.
2.27 PROCEEDINGS; ORDERS.
(a) Except as set forth in Part 2.27 of the Disclosure Schedule,
there is no pending Proceeding, and no Person has threatened to commence any
Proceeding:
(i) that involves any Company or that otherwise relates to or
might affect any Company's business or any of the assets owned or used by any
Company (whether or not such Company is named as a party thereto); or
(ii) that challenges, or that may have the effect of
preventing, delaying, making illegal or otherwise interfering with, any of the
Transactions.
Except as set forth in Part 2.27 of the Disclosure Schedule, no event
has occurred, and no claim, dispute or other condition or circumstance exists,
that might directly or indirectly give rise to or serve as a basis for the
commencement of any such Proceeding.
(b) Except as set forth in Part 2.27 of the Disclosure Schedule,
no Proceeding has ever been commenced by or against any of the Companies; and no
Proceeding otherwise involving or relating to any of the Companies has been
pending or threatened at any time.
(c) SFG has delivered to the Purchaser accurate and complete
copies of all pleadings, correspondence and other written materials to which any
Company has access that relate to the Proceedings identified in Part 2.27 of the
Disclosure Schedule.
(d) There is no Order to which any Company, or any of the assets
owned or used by any Company, is subject; and none of the Selling
Securityholders is subject to any Order that relates to any Company's business
or to any of the assets owned or used by any Company.
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38
(e) No officer or employee of any Company is subject to any Order
that prohibits such officer or employee from engaging in or continuing any
conduct, activity or practice relating to such Company's business.
(f) There is no proposed Order that, if issued or otherwise put
into effect, (i) may have an adverse effect on such Company's business,
condition, assets, liabilities, operations, financial performance, net income or
prospects (or on any aspect or portion thereof) or on the ability of any Company
or any of the Selling Securityholders to comply with or perform any covenant or
obligation under any of the Transactional Agreements, or (ii) may have the
effect of preventing, delaying, making illegal or otherwise interfering with any
of the Transactions.
2.28 AUTHORITY; BINDING NATURE OF AGREEMENTS. SFG has the absolute and
unrestricted right, power and authority to enter into and to perform its
obligations under this Agreement; and the execution, delivery and performance by
SFG of this Agreement have been duly authorized by all necessary action on the
part of SFG and its shareholders, board of directors and officers. This
Agreement constitutes the legal, valid and binding obligation of SFG,
enforceable against SFG in accordance with its terms (except as enforceability
may be limited by any applicable bankruptcy, insolvency or other laws affecting
creditors' rights generally or by general principles of equity, regardless of
whether such enforceability is considered in equity or at law).
2.29 NON-CONTRAVENTION; CONSENTS. Except as set forth in Part 2.29 of
the Disclosure Schedule, neither the execution and delivery of any of the
Transactional Agreements, nor the consummation or performance of any of the
Transactions, will directly or indirectly (with or without notice or lapse of
time):
(a) contravene, conflict with or result in a violation of (i) any
of the provisions of SFG's certificate of incorporation or bylaws, or (ii) any
resolution adopted by SFG's shareholders, SFG's board of directors or any
committee of SFG's board of directors;
(b) contravene, conflict with or result in a violation of, or give
any Governmental Body or other Person the right to challenge any of the
Transactions or to exercise any remedy or obtain any relief under, any Legal
Requirement or any Order to which any Company or any of the Selling
Securityholders, or any of the assets owned or used by any Company, is subject;
(c) cause any Company, the Purchaser or any affiliate of the
Purchaser to become subject to, or to become liable for the payment of, any Tax;
(d) cause any of the assets owned or used by any Company to be
reassessed or revalued by any taxing authority or other Governmental Body;
(e) contravene, conflict with or result in a violation of any of
the terms or requirements of, or give any Governmental Body the right to revoke,
withdraw, suspend, cancel, terminate or modify, any Governmental Authorization
that is held by any Company or any of its employees or that otherwise relates to
any Company's business or to any of the assets owned or used by any Company;
<PAGE>
39
(f) contravene, conflict with or result in a violation or breach
of, or result in a default under, any provision of any SFG Contract;
(g) give any Person the right to (i) declare a default or exercise
any remedy under any SFG Contract, (ii) accelerate the maturity or performance
of any SFG Contract, or (iii) cancel, terminate or modify any SFG Contract;
(h) contravene, conflict with or result in a violation or breach
of or a default under any provision of, or give any Person the right to declare
a default under, any Contract to which any of the Selling Securityholders is a
party or by which any of the Selling Securityholders is bound; or
(i) result in the imposition or creation of any Encumbrance upon
or with respect to any asset owned or used by any Company.
Except as set forth in Part 2.29 of the Disclosure Schedule, neither
any Company nor any of the Selling Securityholders was, is or will be required
to make any filing with or give any notice to, or to obtain any Consent from,
any Person in connection with the execution and delivery of any of the
Transactional Agreements or the consummation or performance of any of the
Transactions.
2.30 YEAR 2000 COMPLIANCE. The Companies have taken commercially
reasonable actions necessary and appropriate to ensure that all of the
Companies' products and internal systems are designed to be used prior to,
during and after the year 2000, and are Year 2000 Compliant. At the Purchaser's
request, SFG will provide evidence demonstrating adequate testing of the
Companies' products and internal systems to assure that they are Year 2000
Compliant.
2.31 COMPUTER SYSTEMS.
(a) The Companies have taken commercially reasonable actions
necessary and appropriate to ensure that all computer systems used by the
Companies and owned or leased by the Companies, including hardware and software,
are free from Viruses and disabling codes and devices, and the Companies have
taken, and will continue to take, all commercially reasonable steps and
implement all commercially reasonable procedures to ensure that such systems are
free from viruses and disabling codes and devices and will remain so until the
Closing Date.
(b) The Companies have in place appropriate disaster recovery
plans, procedures and facilities and have taken all steps and implemented all
procedures to safeguard their computer systems and restrict unauthorized access
thereto.
(c) All the source codes for all proprietary software (other than
off-the-shelf applications software) used in and material to the Companies'
computer systems are subject to escrow arrangements that would enable the
Companies to have access to such source codes in the event of the applicable
licensor's insolvency or failure or refusal to maintain or provide support for
the software.
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40
2.32 BROKERS. SFG has not agreed or become obligated to pay, or has
taken any action that might result in any Person claiming to be entitled to
receive, any brokerage commission, finder's fee or similar commission or fee in
connection with any of the Transactions.
2.33 FULL DISCLOSURE.
(a) None of the Transactional Agreements contains or will contain
any untrue statement of fact; and none of the Transactional Agreements omits or
will omit to state any fact necessary to make any of the representations,
warranties or other statements or information contained therein not misleading.
(b) Except as set forth in Part 2.33 of the Disclosure Schedule,
there is no fact (other than publicly known facts relating exclusively to
political or economic matters of general applicability that will adversely
affect all Comparable Entities) that (i) may have an adverse effect on SFG's
business, condition, assets, liabilities, operations, financial performance, net
income or prospects (or on any aspect or portion thereof) or on the ability of
SFG or any of the Selling Securityholders to comply with or perform any covenant
or obligation under any of the Transactional Agreements, or (ii) may have the
effect of preventing, delaying, making illegal or otherwise interfering with any
of the Transactions.
(c) All of the information set forth in the Disclosure Schedule,
and all other information regarding the respective Companies and their business,
condition, assets, liabilities, operations, financial performance, net income
and prospects that has been furnished to the Purchaser or any of its
Representatives by or on behalf of SFG or any of SFG's Representatives, is
accurate and complete in all respects, and, in the case of those Disclosure
Schedules which are dated as being as of a date that is earlier than the date of
this Agreement (the "DATED SCHEDULES"), the information set forth in each Dated
Schedule is accurate and complete in all respects as of the Closing Date other
than for matters arising in the Ordinary Course of Business since the date of
the applicable Dated Schedule.
(d) SFG will have provided the Purchaser and the Purchaser's
Representatives with full and complete access to all of each Company's records
and other documents and data.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLING SECURITYHOLDERS
Except as set forth in the Disclosure Schedules with respect to
specific sections of this Article 3, or as disclosed in another section of the
Disclosure Schedule, if it is reasonably apparent on the face of the Disclosure
Schedule that it is applicable to another section of this Article 3, as of the
date of this Agreement and as of the Closing, each of the Selling
Securityholders represents and warrants as to such Selling Securityholder only,
severally and not jointly, to and for the benefit of the Indemnitees, as
follows:
3.1 DUE AUTHORIZATION; ETC.
(a) Such Selling Securityholder has the absolute and unrestricted
right, power and capacity to enter into and to perform such Selling
Securityholder's obligations under each of the Transactional Agreements to which
such Selling Securityholder is or may become a party. This Agreement constitutes
the legal, valid and binding obligation of such Selling
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41
Securityholder, enforceable against such Selling Securityholder in accordance
with its terms (except as enforceability may be limited by any applicable
bankruptcy, insolvency or other laws affecting creditors' rights generally or
by general principles of equity, regardless of whether such enforceability is
considered in equity or at law). Upon the execution of each of the other
Transactional Agreements at the Closing, each of such other Transactional
Agreements will constitute the legal, valid and binding obligation of such
Selling Securityholder who is a party thereto, and will be enforceable
against such Selling Securityholder in accordance with its terms (except as
enforceability may be limited by any applicable bankruptcy, insolvency or
other laws affecting creditors' rights generally or by general principles of
equity, regardless of whether such enforceability is considered in equity or
at law).
(b) Subject to Section 12.16, such Selling Securityholder (other
than the Funds) has given the Agent the unrestricted right, power, authority and
capacity to act for and bind such Selling Securityholder with respect to all
matters relating to the Transactional Agreements and the Transactions.
(c) If such Selling Securityholder is a corporate entity, the
execution and delivery by it of the Transactional Agreements and the
consummation of the Transaction have been duly and validly authorized, and no
other corporate proceedings or approvals on the part of such Selling
Securityholder are necessary to authorize the Transactional Agreements or the
consummation of the Transaction. The party signing this Agreement for on behalf
of such Selling Securityholder is a general partner of such Selling
Securityholder.
(d) If such Selling Securityholder is a limited partnership, the
execution and delivery by its general partner of the Transactional Agreements
and the consummation of the Transaction have been duly and validly authorized in
accordance with its partnership agreement, and no other proceedings or approvals
on the part of such Selling Securityholder or its general partner are necessary
to authorize the Transactional Agreements or the consummation of the
Transaction.
(e) Such Selling Securityholder:
(i) has not, at any time, (A) made a general assignment for
the benefit of creditors, (B) filed, or had filed against such Selling
Securityholder, any bankruptcy petition or similar filing, (C) suffered the
attachment or other judicial seizure of all or a substantial portion of such
Selling Securityholder's assets, (D) admitted in writing such Selling
Securityholder's inability to pay such Selling Securityholder's debts as they
become due, (E) been convicted of, or pleaded guilty to, any felony, or (F)
taken or been the subject of any action that may have an adverse effect on such
Selling Securityholder's ability to comply with or perform any of such Selling
Securityholder's covenants or obligations under any of the Transactional
Agreements; or
(ii) is not subject to any Order that may have an adverse
effect on such Selling Securityholder's ability to comply with or perform any of
such Selling Securityholder's covenants or obligations under any of the
Transactional Agreements.
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42
(f) There is no Proceeding pending, and to the knowledge of such
Selling Securityholder, no Person has threatened to commence any Proceeding,
that may have an adverse effect on the ability of such Selling Securityholder to
comply with or perform any of such Selling Securityholder's covenants or
obligations under any of the Transactional Agreements. To the knowledge of such
Selling Securityholder, no event has occurred, and no claim, dispute or other
condition or circumstance exists, that might directly or indirectly give rise to
or serve as a basis for the commencement of any such Proceeding.
3.2 DUE ORGANIZATION; ETC.
(a) If such Selling Securityholder a corporate entity, it is a
corporation duly incorporated, organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation and has all necessary power
and authority to execute and deliver the Transactional Agreements and to
consummate the Transaction and otherwise perform its obligations under this
Agreement.
(b) If such Selling Securityholder is a partnership, it is duly
registered as a limited partnership in the Province of British Columbia and was
formed by the filing of a certificate in the Office of the Registrar of
Companies (British Columbia), pursuant to the provisions of the Partnership Act
(British Columbia). The general partner of such Selling Securityholder that is
acting and signing for and on behalf of such Selling Securityholder in
connection with the Transaction (the "GENERAL PARTNER") was duly incorporated,
validly exists and is in good standing under the laws of its jurisdiction of
incorporation. Such Selling Securityholder and its General Partner have taken
all necessary action in accordance with the provisions of such Selling
Securityholder's partnership agreement and any other Legal Requirements to
execute and deliver the Transactional Agreements and to consummate the
Transaction and to perform its obligations under this Agreement.
(c) Such Selling Securityholder is not a non-resident of Canada
within the meaning of the INCOME TAX ACT (Canada), except as disclosed on Part
2.33 of the Disclosure Schedule.
3.3 OWNERSHIP; TITLE TO SECURITIES. Except as set out in Part 3.3 of
the Disclosure Schedule, Such Selling Securityholder has, and will convey to the
Purchaser at the Closing, good and valid title to the Securities owned by such
Selling Securityholder free and clear of any Encumbrances, adverse claims or
claims of others. All of such Selling Securityholder's Securities are legally
and beneficially owned and controlled by such Selling Securityholders in the
amounts indicated next to such Selling Securityholder's name on Part 3.3 of the
Disclosure Schedule. No Person has any agreement, option, understanding or
commitment, or any right or privilege (whether by law, pre-emptive or
contractual) capable of becoming an agreement, option or commitment, including a
right of conversion or exchange attached to convertible securities, warrants or
convertible obligations of any nature, for the purchase or other acquisition
from such Selling Securityholder of any of the Securities owned by such Selling
Securityholder.
3.4 NON-CONTRAVENTION; CONSENTS. Neither the execution and
delivery of any of the Transactional Agreements, nor the consummation or
performance of any of the Transactions, will directly or indirectly (with or
without notice or lapse of time):
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43
(a) if the Selling Securityholder is a corporation, contravene,
conflict with or result in a violation of (i) any of the provisions of such
Selling Securityholder's certificate of incorporation or bylaws, or (ii) any
resolution adopted such Selling Securityholder's shareholders, Selling
Securityholder's board of directors or any committee of such Selling
Securityholder's board of directors;
(b) if the Selling Securityholder is a partnership, contravene,
conflict with or result in a violation of any of the provisions of such Selling
Securityholder's partnership agreement or other constating document; or
(c) contravene, conflict with or result in a violation of, or give
any Governmental Body or other Person the right to challenge any of the
Transactions or to exercise any remedy or obtain any relief under, (a) any Legal
Requirement or any Order to which such Selling Securityholder is subject, (ii)
any Contract, commitment or other agreement to which such Selling Securityholder
is a party or by which his, her or its assets are bound.
3.5 BROKERS. Such Selling Securityholder has not agreed or become
obligated to pay, or has taken any action that might result in any Person
claiming to be entitled to receive, any brokerage commission, finder's fee or
similar commission or fee in connection with any of the Transactions.
4. REPRESENTATIONS AND WARRANTIES OF THE ELLIOTTS
In addition to the representations and warranties made by them in
Article 3 in their capacity as Selling Securityholders, the Elliotts jointly and
severally represent and warrant, to and for the benefit of the benefit of the
Indemnitees, as follows:
4.1 ARTICLE 2 REPRESENTATIONS. Except as such representations or
warranties may be modified in this Article 4, each of the representations and
warranties in Article 2 of this Agreement (without giving effect to any of the
Disclosure Schedules or the exceptions contemplated thereby) shall apply MUTATIS
MUTANDIS to BEA.
4.2 ARTICLE 3 REPRESENTATIONS. Except as such representations or
warranties may be modified in this Article 4, each of the representations and
warranties in Article 3 of this Agreement (without giving effect to any of the
Disclosure Schedules or the exceptions contemplated thereby) shall apply MUTATIS
MUTANDIS to the Elliotts and their interests in BEA.
4.3 BEA CAPITAL. The authorized capital of BEA consists of 100,000
Class A voting shares and 100,000 Class B non-voting shares, of which only the
Elliott Shares are issued and outstanding. Bruce Elliott legally and
beneficially owns one Class A voting share, and Anne Elliott legally and
beneficially owns one Class A voting share.
4.4 BEA BUSINESS. BEA's only business is the business of being a
holding company for the BEA Shares and providing management services to SFG
pursuant to a management agreement dated May 1, 1996 between BEA and SFG. Other
than SFG, BEA has no customers, suppliers or any contractual relationships
(written or otherwise) except those relating to the reorganization described in
Part 4 of the Disclosure Schedules (the "BEA REORGANIZATION").
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44
4.5 BEA EMPLOYEES. BEA has never had, and does not currently have,
any employees other than Bruce Elliott and Anne Elliott.
4.6 BEA ASSETS AND LIABILITIES. BEA does not own any assets or
properties other than those referred to in Part 4 of the Disclosure Schedules.
BEA's current assets (determined in accordance with GAAP) exceed its current
liabilities (determined in accordance with GAAP), including all accrued and
unpaid Tax Liabilities. BEA has no long-term Liabilities of any nature
whatsoever.
5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants, to and for the benefit of the
Selling Securityholders, as follows:
5.1 AUTHORITY; BINDING NATURE OF AGREEMENT. Upon the adoption of
appropriate resolutions by the Purchaser's board of directors:
(a) the Purchaser will have the absolute and unrestricted right,
power and authority to enter into and perform its obligations under this
Agreement;
(b) the execution, delivery and performance of this Agreement by
the Purchaser will have been duly authorized by all necessary action on the part
of the Purchaser and its stockholders and board of directors; and
(c) this Agreement will constitute the legal, valid and binding
obligation of the Purchaser, enforceable against the Purchaser in accordance
with its terms (except as enforceability may be limited by any applicable
bankruptcy, insolvency or other laws affecting creditors' rights generally or by
general principles of equity, regardless of whether such enforceability is
considered in equity or at law).
5.2 BROKERS. Except for a fee payable to Batchelder & Partners Inc.,
the Purchaser has not agreed or become obligated to pay, and has not taken any
action that might result in any Person claiming to be entitled to receive, any
brokerage commission, finder's fee or similar commission or fee in connection
with any of the Transactions.
5.3 NON-CONTRAVENTION; CONSENTS. Neither the execution and
delivery of any of the Transactional Agreements, nor the consummation or
performance of any of the Transactions, will directly or indirectly (with or
without notice or lapse of time):
(a) contravene, conflict with or result in a violation of (i) any
of the provisions of the Purchaser's certificate of incorporation or bylaws, or
(ii) any resolution adopted by the Purchaser's shareholders, the Purchaser's
board of directors or any committee of the Purchaser's board of directors;
(b) contravene, conflict with or result in a violation of, or give
any Governmental Body or other Person the right to challenge any of the
Transactions or to exercise any remedy or obtain any relief under, any Legal
Requirement or any Order to which the Purchaser is subject; or
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45
(c) contravene, conflict with or result in a violation of, or give
any Governmental Body or other Person the right to challenge any of the
Transactions or to exercise any remedy or obtain any relief under, (a) any Legal
Requirement or any Order to which the Purchaser is subject, (ii) any Contract,
commitment or other agreement to which the Purchaser is a party or by which its
assets are bound.
6. PRE-CLOSING COVENANTS OF SFG AND SELLING SECURITYHOLDERS
6.1 ACCESS AND INVESTIGATION. SFG shall ensure that, at all times
during the Pre-Closing Period:
(a) SFG and its Representatives, upon reasonable notice, provide
the Purchaser and its Representatives with free and complete access to each
Company's Representatives, personnel and assets and to all existing books,
records, Tax Returns, work papers and other documents and information relating
to the Companies;
(b) SFG and its Representatives, upon reasonable notice, provide
the Purchaser and its Representatives with such copies of existing books,
records, Tax Returns, work papers and other documents and information relating
to the Companies as the Purchaser may request in good faith; and
(c) SFG and its Representatives, upon reasonable notice, compile
and provide the Purchaser and its Representations with such additional
financial, operating and other data and information regarding the Companies as
the Purchaser may request in good faith.
6.2 OPERATION OF BUSINESS - SELLING SHAREHOLDERS. Each Selling
Securityholder severally shall ensure that, during the Pre-Closing Period
without the prior written consent of the Purchaser:
(a) except as disclosed in Part 2.3 of the Disclosure Schedule, it
will not, directly or indirectly, sell or otherwise transfer, or offer, agree or
commit (in writing or otherwise) to sell or otherwise transfer, any of the
Securities owned by it or any interest in or right relating to any of the
Securities owned by it;
(b) it will not permit, and it will not offer, agree or commit (in
writing or otherwise) to permit, any of the Securities owned by it to become
subject, directly or indirectly, to any Encumbrance;
6.3 OPERATION OF BUSINESS - SFG. SFG, shall ensure that, during the
Pre-Closing Period without the prior written consent of the Purchaser:
(a) each Company conducts its operations exclusively in the
Ordinary Course of Business and in the same manner as such operations have been
conducted prior to the date of this Agreement;
(b) each Company preserves intact its current business
organization, keeps available the services of its current officers and employees
and maintains its relations and good
<PAGE>
46
will with all suppliers, customers, landlords, creditors, licensors,
licensees, employees and other Persons having business relationships with
such Company;
(c) each Company keeps in full force all insurance policies
identified in Part 2.24 of the Disclosure Schedule;
(d) SFG's officers confer regularly with the Purchaser concerning
operational matters and otherwise report regularly to the Purchaser concerning
the status of each Company's business, condition, assets, liabilities,
operations, financial performance and prospects;
(e) SFG immediately notifies the Purchaser of any inquiry,
proposal or offer from any Person relating to any Acquisition Transaction;
(f) SFG and its officers use their Best Efforts to cause the
Companies to operate profitably and to maximize net income;
(g) no Company declares, accrues, sets aside or pays any dividend
or makes any other distribution in respect of any shares of its capital stock,
nor repurchases, redeems or otherwise reacquires any shares of its capital stock
or other securities;
(h) no Company sells or otherwise issues any shares of its capital
stock or any other securities;
(i) no Company amends its certificate of incorporation or bylaws,
nor effects or becomes a party to any Acquisition Transaction, recapitalization,
reclassification of shares, stock split, reverse stock split or similar
transaction;
(j) no Company forms any subsidiary or acquires any equity
interest or other interest in any other Entity;
(k) no Company makes any capital expenditure, except for capital
expenditures that are made in the Ordinary Course of Business and that, when
added to all other capital expenditures made on behalf of the Companies during
the Pre-Closing Period, do not exceed $25,000 in the aggregate;
(l) no Company enters into or permits any of the assets owned or
used by the Companies to become bound by any Contract, except for any Excluded
Contract;
(m) no Company incurs, assumes or otherwise becomes subject to any
Liability, except for current liabilities (of the type required to be reflected
in the "liabilities" column of a balance sheet prepared in accordance with GAAP)
incurred in the Ordinary Course of Business;
(n) no Company establishes or adopts any Employee Benefit Plan,
nor pays any bonus or makes any profit-sharing or similar payment to, or
increases the amount of the wages, salary, commissions, fringe benefits or other
compensation or remuneration payable to, any of its directors, officers or
employees;
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47
(o) no Company changes any of its methods of accounting or
accounting practices in any respect except as prescribed by the Canadian
Institute of Chartered Accountants;
(p) no Company makes any Tax election;
(q) no Company commences any Proceeding;
(r) no Company enters into any transaction or takes any other
action of the type referred to in Section 2.5;
(s) no Company enters into any transaction or takes any other
action outside the Ordinary Course of Business;
(t) no Company enters into any transaction or takes any other
action that might cause or constitute a Breach of any representation or warranty
made by SFG or any of the Selling Securityholders in this Agreement or in the
Closing Certificate; and
(u) no Company agrees, commits or offers (in writing or
otherwise), nor attempts, to take any of the actions described in clauses "(i)"
through "(v)" of this Section 6.2.
6.4 FILINGS AND CONSENTS. SFG or each Selling Securityholder
(severally as to itself), as the case may be, shall ensure that:
(a) each filing or notice required to be made or given (pursuant
to any applicable Legal Requirement, Order or Contract, or otherwise) by the
Companies or such Selling Securityholder in connection with the execution and
delivery of any of the Transactional Agreements or in connection with the
consummation or performance of any of the Transactions (including each of the
filings and notices identified in Part 2.29 of the Disclosure Schedule) is made
or given as soon as possible after the date of this Agreement;
(b) each Consent required to be obtained (pursuant to any
applicable Legal Requirement, Order or Contract, or otherwise) by the Companies
or such Selling Securityholder in connection with the execution and delivery of
any of the Transactional Agreements or in connection with the consummation or
performance of any of the Transactions (including each of the Consents
identified in Part 2.29 of the Disclosure Schedule) is obtained as soon as
possible after the date of this Agreement and remains in full force and effect
through the Closing Date;
(c) SFG or such Selling Securityholder promptly delivers to the
Purchaser a copy of each filing made, each notice given and each Consent
obtained by the Companies or such Selling Securityholder during the Pre-Closing
Period; and
(d) during the Pre-Closing Period, SFG and its Representatives
cooperate with the Purchaser and with the Purchaser's Representatives, and
prepare and make available such documents and take such other actions as the
Purchaser may request in good faith, in connection with any filing, notice or
Consent that the Purchaser is required or elects to make, give or obtain.
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48
6.5 NOTIFICATION; UPDATES TO DISCLOSURE SCHEDULE.
(a) During the Pre-Closing Period, SFG or each Selling
Securityholder (severally as to itself), as the case may be, shall promptly
notify the Purchaser in writing of:
(i) the discovery by SFG or such Selling Securityholder of
any event, condition, fact or circumstance that occurred or existed on or prior
to the date of this Agreement and that caused or constitutes a Breach of any
representation or warranty made by SFG or such Selling Securityholder in this
Agreement;
(ii) any event, condition, fact or circumstance that occurs,
arises or exists after the date of this Agreement and that would cause or
constitute a Breach of any representation or warranty made by SFG or such
Selling Securityholder in this Agreement if (A) such representation or warranty
had been made as of the time of the occurrence, existence or discovery of such
event, condition, fact or circumstance, or (B) such event, condition, fact or
circumstance had occurred, arisen or existed on or prior to the date of this
Agreement;
(iii) any Breach of any covenant or obligation of SFG or such
Selling Securityholder; and
(iv) any event, condition, fact or circumstance that may make
the timely satisfaction of any of the conditions set forth in Section 8 or
Section 9 impossible or unlikely.
(b) If any event, condition, fact or circumstance that is required
to be disclosed pursuant to Section 6.5(a) requires any change in the Disclosure
Schedule, or if any such event, condition, fact or circumstance would require
such a change assuming the Disclosure Schedule were dated as of the date of the
occurrence, existence or discovery of such event, condition, fact or
circumstance, then SFG and the Selling Securityholders shall promptly deliver to
the Purchaser an update to the Disclosure Schedule specifying such change. No
such update shall be deemed to supplement or amend the Disclosure Schedule for
the purpose of (i) determining the accuracy of any of the representations and
warranties made by SFG or any of the Selling Securityholders in this Agreement
or in the Closing Certificate, or (ii) determining whether any of the conditions
set forth in Section 8 has been satisfied.
6.6 PAYMENT OF INDEBTEDNESS BY RELATED PARTIES. SFG shall cause all
indebtedness and other Liabilities of each Related Party to SFG (including any
such indebtedness or other Liability identified in Part 2.25 of the Disclosure
Schedule) to be discharged and paid in full prior to the Closing.
6.7 NO NEGOTIATION. SFG shall ensure that, during the Pre-Closing
Period, neither SFG nor any of SFG's Representatives directly or indirectly:
(a) solicits or encourages the initiation or submission of any
expression of interest, inquiry, proposal or offer from any Person (other than
the Purchaser) relating to any Acquisition Transaction;
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49
(b) participates in any discussions or negotiations or enters into
any agreement with, or provides any non-public information to, any Person (other
than the Purchaser) relating to any Acquisition Proposal; or
(c) entertains or considers the merits of any unsolicited inquiry,
proposal or offer from any Person (other than the Purchaser) relating to any
Acquisition Transaction, or accepts any such inquiry, proposal or offer.
6.8 COMMERCIALLY REASONABLE EFFORTS - SFG. During the Pre-Closing
Period, SFG shall use all commercially reasonable efforts to cause the
conditions set forth in Sections 8.2 and 8.3 that relate to it to be satisfied
on a timely basis.
6.9 COMMERCIALLY REASONABLE EFFORTS - SECURITYHOLDER. During the
Pre-Closing Period each Selling Securityholder (severally) shall use all
commercially reasonable efforts to cause the conditions set forth in Sections
8.2 and 8.3 that relate solely to it to be satisfied on a timely basis.
6.10 CONFIDENTIALITY. Each party to this Agreement shall ensure that,
during the Pre-Closing Period, neither it nor its Representatives:
(a) shall not make or permit any disclosure to any Person
regarding (a) the existence and terms of this Agreement and the Transactions
contemplated hereby or (b) the existence of negotiations between the parties
hereto;
(b) shall issue or disseminate any press release or other
publicity or otherwise make any disclosure of any nature (to any suppliers,
customers, landlords, creditors or employees or to any other Person) regarding
any of the Transactions, except to the extent that such party is required by law
to make any such disclosure regarding the Transactions; and
(c) if such party is required by law to make any disclosure
regarding the Transactions, it advises the other parties, at least five business
days before making such disclosure, of the nature and content of the intended
disclosure.
6.11 SECTION 256(9) ELECTION. SFG hereby agrees to elect in its return
of income under Part I of the INCOME TAX ACT (CANADA) filed for its taxation
year ended immediately before the acquisition of control by the Purchaser to not
have subsection 256(9) of the INCOME TAX ACT (CANADA) apply.
7. PRE-CLOSING COVENANTS OF PURCHASER
7.1 COMMERCIALLY REASONABLE EFFORTS. During the Pre-Closing
Period, the Purchaser shall use all commercially reasonable efforts to cause
the conditions set forth in Article 9 to be satisfied.
8. CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATION TO CLOSE
The Purchaser's obligation to purchase the Securities and the Elliott
Shares and to take the other actions required to be taken by the Purchaser at
the Closing is subject to the
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50
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by the Purchaser, in whole or in part, in
accordance with Section 12.15):
8.1 SATISFACTORY COMPLETION OF PRE-ACQUISITION REVIEW. The Purchaser
shall have satisfactorily completed its pre-acquisition investigation and review
of SFG's and BEA's business, condition, assets, liabilities, operations,
financial performance, net income and prospects and shall be satisfied with the
results of that investigation and review.
8.2 ACCURACY OF REPRESENTATIONS.
(a) Each of the Specified Representations and the Elliott
Representations shall have been accurate in all respects as of the Scheduled
Closing Time as if made at the Scheduled Closing Time and as of the Closing as
if made at the Closing, without giving effect to any update to the Disclosure
Schedule.
(b) All of the other representations and warranties made by SFG,
the Selling Securityholders and the Elliotts in this Agreement (considered
collectively), and each of said representations and warranties (considered
individually), shall have been accurate as of the date of this Agreement, and
shall be accurate as of the Scheduled Closing Time as if made at the Scheduled
Closing Time and as of the Closing, as if made at the Closing, each without
giving effect to any update to the Disclosure Schedule.
8.3 PERFORMANCE OF OBLIGATIONS.
(a) SFG, the Common Selling Shareholders and the Option Holders
shall have executed and delivered each of the agreements required to be executed
and delivered by SFG, the Selling Shareholders or the Option Holders pursuant to
this Agreement.
(b) The Common Selling Shareholders shall have delivered to the
Purchaser the certificates representing the Shares as required by Section
1.4(c)(v), and each Selling Shareholder shall have executed and delivered each
of the other documents required to be executed and delivered by such Common
Selling Shareholder pursuant to Section 1.4(b).
(c) Each Common Selling Shareholder who own Class C Preferred
Shares shall have delivered to SFG a notice of retraction in respect of the
Class C Preferred Shares owned by such Common Selling Shareholder and delivered
the share certificates representing such shares duly endorsed for transfer;
(d) Her Majesty the Queen in right of the Province of British
Columbia (the "PROVINCE") shall have delivered the share certificates
representing Class F Preferred Shares owned by the Province duly endorsed for
transfer.
(e) The Option Holders shall have delivered to the Purchaser the
Option Termination Agreements as required by Section 1.4(c)(vi), and each Option
Holder shall have executed and delivered each of the other documents required to
be executed and delivered by such Option Holder pursuant to Section 1.4(c).
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51
(f) The Elliotts shall have delivered to the Purchaser the
certificates representing the Elliott Shares as required by Section 1.4(c)(vii)
duly endorsed for transfer.
(g) All of the other covenants and obligations that SFG and the
Selling Securityholders are required to comply with or to perform at or prior
to the Closing (considered collectively), and each of said covenants and
obligations (considered individually), shall have been duly complied with and
performed.
8.4 CONSENTS.
(a) Each of the Consents identified in Part 2.29 of the Disclosure
Schedule shall have been obtained, shall be in full force and effect and shall
be absolute or on terms acceptable to Purchaser.
(b) The Purchaser shall have received (a) acknowledgments from the
lessors under the Leases that such leases are in full force and the Companies
are not in breach of any of the terms thereof, (b) any such consent to the
change in ownership effected by Transaction may be required by the terms of
such Leases.
8.5 NO ADVERSE CHANGE. There shall have been no adverse change in SFG's
or BEA's business, condition, assets, liabilities, operations, financial
performance, net income or prospects (or in any aspect or portion thereof)
since the date of this Agreement.
8.6 ADDITIONAL DOCUMENTS. The Purchaser shall have received such other
documents as the Purchaser may reasonably request in good faith for the purpose
of (i) evidencing the accuracy of any representation or warranty made by SFG or
any of the Selling Securityholders, (ii) evidencing the compliance by SFG or
any of the Selling Securityholders with, or the performance by SFG or any of
the Selling Securityholders of, any covenant or obligation set forth in this
Agreement, (iii) evidencing the satisfaction of any condition set forth in this
Section 8, or (iv) otherwise facilitating the consummation or performance of
any of the Transactions.
8.7 NO PROCEEDINGS. Since the date of this Agreement, there shall not
have been commenced or threatened against the Purchaser, or against any Person
affiliated with the Purchaser, any Proceeding (a) involving any challenge to,
or seeking damages or other relief in connection with, any of the Transactions,
or (b) that may have the effect of preventing, delaying, making illegal or
otherwise interfering with any of the Transactions.
8.8 NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS. No Person shall
have made or threatened any claim asserting that such Person (a) may be the
holder or the beneficial owner of, or may have the right to acquire or to
obtain beneficial ownership of, any capital stock or other securities of any
Company or BEA, respectively, or (b) may be entitled to all or any portion of
the Purchase Price.
8.9 NO PROHIBITION. Neither the consummation nor the performance of any
the Transactions will, directly or indirectly (with or without notice or lapse
of time), contravene or conflict with or result in a violation of, or cause the
Purchaser or any Person affiliated with the Purchaser to suffer any adverse
consequence under, (a) any applicable Legal Requirement or
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52
Order, or (b) any Legal Requirement or Order that has been proposed by or
before any Governmental Body.
9. CONDITIONS PRECEDENT TO SELLING SECURITYHOLDERS' OBLIGATION TO CLOSE
The Selling Securityholders' obligation to sell the Securities and to take
the other actions required to be taken by the Selling Securityholders at the
Closing is subject to the satisfaction, at or prior to the Closing, of each of
the following conditions (any of which may be waived by the Agent, in whole or
in part, in accordance with Section 12.15):
9.1 ACCURACY OF REPRESENTATIONS. All of the representations and
warranties made by the Purchaser in this Agreement (considered collectively),
and each of said representations and warranties (considered individually),
shall have been accurate as of the date of this Agreement and shall be accurate
as of the Scheduled Closing Time as if made at the Scheduled Closing Time.
9.2 PURCHASER'S PERFORMANCE.
(a) The Purchaser shall have made the cash payments contemplated
by Section 1.4.
(b) All of the other covenants and obligations that the Purchaser
is required to comply with or to perform pursuant to this Agreement at or prior
to the Closing (considered collectively), and each of said covenants and
obligations (considered individually), shall have been complied with and
performed.
9.3 NO INJUNCTION. There shall not be in effect any injunction that
shall have been entered by a court of competent jurisdiction since the date of
this Agreement and that prohibits the sale of the Securities by the Selling
Securityholders to the Purchaser.
10. TERMINATION
10.1 TERMINATION EVENTS. This Agreement may be terminated prior to the
Closing:
(a) by the Purchaser if (i) there is a material Breach of any
covenant or obligation of SFG or any of the Selling Securityholders, or (ii)
the Purchaser reasonably determines that the timely satisfaction of any
condition set forth in Section 8 has become impossible or impractical (other
than as a result of any failure on the part of the Purchaser comply with or
perform its covenants and obligations under this Agreement);
(b) by the Agent if (i) there is a material Breach of any covenant
or obligation of the Purchaser, or (ii) the Agent reasonably determines that
the timely satisfaction of any condition set forth in Section 9 has become
impossible or impractical (other than as a result of any failure on the part of
SFG or any of the Selling Securityholders to comply with or perform any
covenant or obligation set forth in this Agreement);
(c) by the Purchaser at or after the Scheduled Closing Time if any
condition set forth in Section 8 has not been satisfied by the Scheduled
Closing Time;
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53
(d) by the Agent at or after the Scheduled Closing Time if any
condition set forth in Section 9 has not been satisfied by the Scheduled
Closing Time;
(e) by the Purchaser if the Closing has not taken place on or
before December 31, 1999 (other than as a result of any failure on the part of
the Purchaser to comply with or perform its covenants and obligations under
this Agreement);
(f) by the Agent if the Closing has not taken place on or before
December 31, 1999, (other than as a result of the failure on the part of SFG or
any of the Selling Securityholders to comply with or perform any covenant or
obligation set forth in this Agreement); or
(g) by the mutual consent of the Purchaser and the Agent.
10.2 TERMINATION PROCEDURES. If the Purchaser wishes to terminate this
Agreement pursuant to Section 10.1(a), Section 10.1(c) or Section 10.1(e), the
Purchaser shall deliver to the Agent a written notice stating that the
Purchaser is terminating this Agreement and setting forth a brief description
of the basis on which the Purchaser is terminating this Agreement. If the Agent
wishes to terminate this Agreement pursuant to Section 10.1(b), Section 10.1(d)
or Section 10.1(f), the Agent shall deliver to the Purchaser a written notice
stating that the Agent is terminating this Agreement and setting forth a brief
description of the basis on which the Agent is terminating this Agreement.
10.3 EFFECT OF TERMINATION. If this Agreement is terminated pursuant to
Section 10.1, all further obligations of the parties under this Agreement shall
terminate; PROVIDED, HOWEVER, that:
(a) no party shall be relieved of any obligation or other
Liability arising from any Breach by such party of any provision of this
Agreement;
(b) the parties shall, in all events, remain bound by and continue
to be subject to the provisions set forth in Section 12; and
(c) SFG and the Selling Securityholders shall, in all events,
remain bound by and continue to be subject to Section 6.10.
10.4 NONEXCLUSIVITY OF TERMINATION RIGHTS. The termination rights
provided in Section 10.1 shall not be deemed to be exclusive. Accordingly, the
exercise by any party of its right to terminate this Agreement pursuant to
Section 10.1 shall not be deemed to be an election of remedies and shall not be
deemed to prejudice, or to constitute or operate as a waiver of, any other
right or remedy that such party may be entitled to exercise (whether under this
Agreement, under any other Contract, under any statute, rule or other Legal
Requirement, at common law, in equity or otherwise).
<PAGE>
54
11. INDEMNIFICATION, ETC.
11.1 SURVIVAL OF REPRESENTATIONS AND COVENANTS.
(a) Subject to Sections 11.1(b), 11.1(c) and 11.1(d), the
representations and warranties, covenants and obligations of each party shall
survive (without limitation):
(i) the Closing and the sale of the Securities and the
Elliott Shares to the Purchaser;
(ii) the sale or other disposition of any or all of the
Securities and the Elliott Shares by the Purchaser; and
(iii) any Acquisition Transaction effected or otherwise
effected or otherwise involving the Purchaser and SFG or BEA;
(b) Subject to Section 11.1(c), all of the said representations,
warranties, covenants and obligations shall remain in full force and effect and
shall survive until the earlier of (the "FIRST EXPIRY DATE"):
(i) the final day of the 18th month following the date of
this Agreement; or
(ii) the date of the report of the Purchaser's independent
auditor on the Purchaser's financial statements for the year ended December 31,
2000.
(c) Any claims for Damages concerning the Breaches of any
Specified Representations or fraud shall remain in full force and effect and
shall survive from the Closing Date until the last day of the 36th month
following the date of this Agreement (the "SECOND EXPIRY DATE").
(d) The representations, warranties, covenants and obligations of
SFG, the Selling Securityholders and the Elliotts, and the rights and remedies
that may be exercised by the Indemnitees, shall not be limited or otherwise
affected by or as a result of any information furnished to, or any
investigation made by or Knowledge of, any of the Indemnitees or any of their
Representatives.
11.2 INDEMNIFICATION BY SELLING SECURITYHOLDERS.
(a) Subject to the limitations set out in Section 11.3, the
Selling Securityholders will, jointly and severally, hold harmless and
indemnify each of the Indemnitees for any Damages which are directly or
indirectly suffered or incurred by any of the Indemnitees or to which any of
the Indemnitees may otherwise become subject at any time (regardless of whether
or not such Damages relate to any third party claim) and which arise directly
or indirectly from or as a direct or indirect result of, or are directly or
indirectly connected with:
(i) any Breach of any representation or warranty made by
SFG in this Agreement;
<PAGE>
55
(ii) any Breach of any covenant or obligation of SFG in this
Agreement;
(iii) any Breach of any representation or warranty made by
the Selling Securityholders in this Agreement (excluding the representations
and warranties contained in Article 4);
(iv) any Breach of any covenant or obligation of the Selling
Securityholders in this Agreement (excluding any covenants or obligations of
the Elliotts with respect to BEA);
(v) any Liability to which any Company or any of the other
Indemnitees may become subject and that arises directly or indirectly from or
relates directly or indirectly to:
(1) any product manufactured or sold, any service
performed, by or on behalf of any of the Companies on or at any time on or
prior to the Closing Date;
(2) the presence of any Hazardous Materials at any
site owned, leased, occupied or controlled by any of the Companies on or at any
time prior to the Closing Date; or
(3) the generation, manufacture, production,
transportation, importation, use, treatment, processing, refinement,
processing, handling, storage, discharge, release, disposal of any Hazardous
Material (whether lawfully or unlawfully) by or on behalf any of the Companies
or on or at any time on or prior to the Closing Date,
(vi) any proceeding relating directly or indirectly to any
Breach, alleged Breach, Liability or matter of the type referred to in clauses
"(i)", "(ii)", "(iii)", "(iv)" or "(v)" above (including any Proceeding
commenced by any Indemnitee for the purpose of enforcing its rights under this
Section 11).
(b) Subject to the limitations set out in Section 11.3, each
Selling Securityholder will jointly and severally up to the balance of the
Second Escrow Amount after all indemnification claims under Section 11.2(a)
have been paid and thereafter, other than in the case of VWP and DEI,
severally, in proportion to the amount set out opposite each such Selling
Securityholder's name in Schedule 11.3, hold harmless and indemnify each of the
Indemnitees for any Damages which are directly or indirectly suffered or
incurred by any of the Indemnitees or to which any of the Indemnitees may
otherwise become subject at any time (regardless of whether or not such Damages
relate to any third party claim) and which arise directly or indirectly from or
as a direct or indirect result of, or are directly or indirectly connected with:
(i) fraud on the part of such Selling Securityholder; or
(ii) any Breach of any of the Specified Representations by
such Selling Securityholder.
<PAGE>
56
(c) Subject to the limitations set out in Section 11.3, any party
that is required to indemnify any other Person pursuant to this Article 11 with
respect to any Damages shall also be required to pay such other Person interest
on the amount of such Damages (for the period commencing as of the date on
which such other Person first incurred or otherwise became subject to such
Damages and ending on the date on which the applicable indemnification payment
is made by such party) at a floating rate three percentage points above the
rate of interest publicly announced by Bank of America from time to time as its
prime rate, base or reference rate.
11.3 INDEMNIFICATION LIMITATIONS.
Notwithstanding any other provision contained in this Agreement, the
indemnity obligations of the Selling Securityholders pursuant to Section 11.2
or otherwise, will be limited in the following respects:
(a) the Selling Securityholders will only be liable for Damages
arising under Section 11.2(a) if a claim for indemnity is made by the
Indemnitee on or before the First Expiry Date;
(b) the Selling Securityholders will only be liable for Damages
arising under Section 11.2(b) if a claim for indemnity is made by the
Indemnitee on or before the Second Expiry Date;
(c) the Selling Securityholders shall not be required to make any
indemnification payment pursuant to Section 11.2 unless the Damages exceeds
$50,000 in the aggregate;
(d) the Selling Securityholders shall not be required to make any
indemnification payment pursuant to Section 11.2(a) in excess of the Second
Escrow Amount in accordance with the Escrow Agreement shall be the only and
sole source of payment for the indemnification rights of the Indemnitees under
Section 11.2(a);
(e) VWP and DEI shall not be required to make any indemnification
payment pursuant to Section 11.2(a) or 11.2(b) in excess of their respective
Pro Rata interest in the Second Escrow Amount as set out in this Section 11.3
in excess of their respective Pro Rata interests and such Pro Rata payment out
of the Second Escrow Amount in accordance with the Escrow Agreement shall be
the only and sole source of payment for the indemnification rights of the
Indemnitees under Section 11.2 in the case of VWP and DEI;
(f) the aggregate amount of Damages for which a Selling
Securityholder may be liable to the Indemnitees under Section 11.2(b) or
otherwise will first be satisfied out of the balance of the Second Escrow
Amount, if any, after all indemnification claims under Section 11.2(a) have
been paid and any Damages in excess of the balance of the Second Escrow Amount,
if any, will be limited solely to the amount set opposite the Selling
Securityholder's name in Schedule 11.3, provided that neither VWP nor DEI shall
be responsible or liable for any such additional amounts; and
<PAGE>
57
(g) the liability of VWP and DEI for any and all indemnification
claims under Section 11.2 or any other claims which may have been made against
either of VWP or DEI under this Agreement is limited to their Pro-Rata
interests in the Second Escrow Amount as set out in Schedule 11.3.
(h) For the purposes of determining the liability of the Elliotts
in their capacity as Selling Shareholders pursuant to this Article 11, in
addition to any Securities owned or held directly by each Elliott as set out in
Part 3.3 of the Disclosure Schedule, each Elliott shall be deemed to hold BEA
Shares equal to his or her proportionate interest in BEA and shall be deemed to
own any Securities sold by Protec Management Ltd. as set out in Part 4 of the
Disclosure Schedule pursuant to this Agreement in the same proportion, and his
or her liability adjusted upwards accordingly.
11.4 INDEMNIFICATION BY THE ELLIOTTS.
(a) Notwithstanding anything else to the contrary contained in
this Agreement and in this Section 11, the Elliotts shall jointly and severally
hold harmless and indemnify each of the Indemnitees from and against, and shall
compensate and reimburse each of the Indemnitees for: (i) any and all Damages
which are directly or indirectly suffered or incurred by any of the Indemnitees
or to which any of the Indemnitees may otherwise become subject at any time
(regardless of whether or not such Damages relate to any Third Party Claim) and
which arise directly or indirectly from or as a direct or indirect result of,
or are directly or indirectly connected with any Breach of any representation
or warranty made by the Elliotts in Article 4 of this Agreement, (ii) any
Liability relating to the BEA Reorganization; and (iii).any additional costs
and expenses incurred by the Purchaser as a result of the acquisition of the
Elliott Shares or the BEA Reorganization.
(b) The Elliotts' liability under Section 11.4 shall not be
subject to a minimum claim and shall be unlimited.
(c) Sections 11.5 through and including 11.6(g) shall apply
MUTATIS MUTANDIS to any claims made against the Elliotts pursuant to this
Section 11.4
11.5 NO CONTRIBUTION. Each Selling Securityholder waives, and
acknowledges and agrees that such Selling Securityholder shall not have and
shall not exercise or assert or attempt to exercise or assert, any right of
contribution or right of indemnity or any other right or remedy against SFG
(either directly, indirectly or vicariously through exercising or asserting any
right of contribution or right of indemnity against any of SFG's
Representatives in such Representative's capacity as an officer, employee,
director, agent or representative of SFG) in connection with any
indemnification obligation or any other Liability to which such Selling
Securityholder may become subject under any of the Transactional Agreements or
otherwise in connection with any of the Transactions. Notwithstanding the
foregoing, subject to the limitations in Section 11.3, each Selling
Securityholder (a "PAYING SECURITYHOLDER") shall have and may exercise or
assert, or attempt to exercise or assert, any right of contribution or
indemnity against any such Representative who is a Selling Securityholder in
his, her or its capacity as a Selling Securityholder (a "CONTRIBUTING
SECURITYHOLDER"). For greater certainty, if it is determined that a
Contributing Securityholder must either indemnify a Paying Securityholder or
contribute to any
<PAGE>
58
Liability of a Paying Securityholder, the Contributing Securityholder shall not
have and shall not exercise or assert or attempt to exercise or assert, any
right of contribution or right of indemnity or any other right or remedy
against SFG in respect of such indemnification or contribution obligation to
the Paying Securityholder.
11.6 DEFENSE OF THIRD PARTY CLAIMS. In the event of the assertion or
commencement by any Person of any claim or Proceeding (whether against SFG,
against any other Indemnitee or against any other Person) with respect to which
any of the Selling Securityholders (an "INDEMNIFIER") may become obligated to
indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to
this Article 11 (but subject to the limitations set out in Section 11.3) (a
"THIRD PARTY CLAIM"), such Indemnitee shall give the Agent reasonably prompt
written notice of such Third Party Claim. The Agent shall have the right to
participate in or, by giving notice to that effect to the Indemnitee Party not
later than 30 days after receipt of notice of such Third Party Claim and
subject to the rights of any insurer, to elect to assume the defence of any
Third Party Claim at Indemnifier's own expense and by the Agent's own counsel,
and the Indemnitee shall have the right to participate in the defence of any
Third Party Claim assisted by counsel of its own choosing. The Indemnitee shall
not settle or compromise any Third Party Claim without the prior written
consent of the Agent. If the Agent so elects to assume the defense of any such
claim or Proceeding:
(a) the Agent shall proceed to defend such claim or Proceeding in
a diligent manner with counsel satisfactory to the Purchaser;
(b) the Purchaser shall make available to the Agent any
non-privileged documents and materials in the possession of the Purchaser that
may be necessary to the defense of such claim or Proceeding;
(c) the Agent shall keep the Purchaser informed of all material
developments and events relating to such claim or Proceeding;
(d) the Purchaser shall have the right to participate in the
defense of such claim or Proceeding;
(e) the Agent shall not settle, adjust or compromise such claim or
Proceeding without the prior written consent of the Purchaser; and
(f) the Purchaser may at any time assume the defense of such claim
or Proceeding.
If the Agent does not elect to assume the defense of any such claim or
Proceeding (or if, after the Agent assumes such defense, the Purchaser elects
to assume such defense), the Purchaser may proceed with the defense of such
claim or Proceeding on its own. If the Purchaser so proceeds with the defense
of any such claim or Proceeding on its own:
(i) the Selling Securityholders shall make available to the
Purchaser any documents and materials in the possession or control of any of
the Selling Securityholders that may be necessary to the defense of such claim
or Proceeding;
<PAGE>
59
(ii) the Purchaser shall keep the Agent informed of all
material developments and events relating to such claim or Proceeding; and
(iii) the Purchaser shall have the right to settle, adjust or
compromise such claim or Proceeding with the consent of the Agent; PROVIDED,
HOWEVER, that the Agent shall not unreasonably withhold such consent
(g) EXERCISE OF REMEDIES BY INDEMNITEES OTHER THAN PURCHASER. No
Indemnitee (other than the Purchaser or any successor thereto or assign
thereof) shall be permitted to assert any indemnification claim or exercise any
other remedy under this Agreement unless the Purchaser (or any successor
thereto or assign thereof) shall have consented to the assertion of such
indemnification claim or the exercise of such other remedy.
12. MISCELLANEOUS PROVISIONS
12.1 SELLING SECURITYHOLDERS' AGENT.
(a) Subject to Section 12.16, the Selling Securityholders hereby
irrevocably nominate, constitute and appoint Derek Douglas as the agent and,
other than in the case of the Funds, true and lawful attorney-in-fact of the
Selling Securityholders (the "AGENT"), with full power of substitution, to act
in the name, place and stead of the Selling Securityholders for purposes of
executing any documents and taking any actions that the Agent may, in his sole
discretion, determine to be necessary, desirable or appropriate in connection
with any of the Transactional Agreements or any of the Transactions. Derek
Douglas hereby accepts his appointment as Agent.
(b) Subject to Section 12.16, the Selling Securityholders (other
than the Funds) hereby grant to the Agent full authority to execute, deliver,
acknowledge, certify and file on behalf of the Selling Securityholders (in the
name of any or all of the Selling Securityholders or otherwise) any and all
documents that the Agent may, in his sole discretion, determine to be
necessary, desirable or appropriate, in such forms and containing such
provisions as the Agent may, in his sole discretion, determine to be
appropriate (including the Closing Certificate and any amendment to or waiver
of rights under any of the Transactional Agreements). Notwithstanding anything
to the contrary contained in any of the Transactional Agreements, but subject
to Section 12.16 hereof:
(i) the Purchaser shall be entitled to deal exclusively
with the Agent on all matters relating to the respective Transactional
Agreements and the respective Transactions (including all matters relating to
any notice to, or any Consent to be given or action to be taken by, any such
Selling Securityholders); and
(ii) each Indemnitee shall be entitled to rely conclusively
(without further evidence of any kind whatsoever) on any document executed or
purported to be executed on behalf of any Selling Securityholder by the Agent,
and on any other action taken or purported to be taken on behalf of any Selling
Securityholder by the Agent, as fully binding upon such Selling Securityholder.
<PAGE>
60
(c) The Selling Securityholders (other than the Funds) recognize
and intend that the power of attorney granted in Section 12.1:
(i) is coupled with an interest and is irrevocable;
(ii) may be delegated by the Agent; and
(iii) shall survive the death and, in accordance with the
POWER OF ATTORNEY ACT (British Columbia), the mental infirmity of, each of the
Selling Securityholders.
(d) The Agent shall be entitled to treat as genuine, and as the
document it purports to be, any letter, facsimile, telex or other document that
is believed by her to be genuine and to have been telexed, telegraphed, faxed or
cabled by a Selling Securityholder or to have been signed and presented by a
Selling Securityholder.
(e) If the Agent shall die, become disabled or otherwise be unable
to fulfill her responsibilities hereunder, the Selling Securityholders shall,
within ten days after such death or disability, appoint a successor to the Agent
and immediately thereafter notify the Purchaser of the identity of such
successor. Any such successor shall succeed the Agent as Agent hereunder. If for
any reason there is no Agent at any time, all references herein to the Agent
shall be deemed to refer to the Selling Securityholders.
(f) All expenses incurred by the Agent in connection with the
performance of her duties as Agent shall be borne and paid by the Selling
Securityholders.
12.2 FURTHER ASSURANCES. Each party hereto shall execute and/or cause
to be delivered to each other party hereto such instruments and other documents,
and shall take such other actions, as such other party may reasonably request
(prior to, at or after the Closing) for the purpose of carrying out or
evidencing any of the Transactions.
12.3 FEES AND EXPENSES. Except as expressly provided otherwise in this
Agreement, each party hereto shall pay its own expenses incident to preparing
for, entering into and carrying out this Agreement.
12.4 ATTORNEYS' (LEGAL) FEES. If any legal action or other legal
proceeding relating to any of the Transactional Agreements or the enforcement of
any provision of any of the Transactional Agreements is brought against any
party hereto, the prevailing party shall be entitled to recover reasonable
attorneys' (legal) fees, costs and disbursements (in addition to any other
relief to which the prevailing party may be entitled). The prevailing party's
entitlement to recover such fees and disbursements shall be subject to Section
11.3.
12.5 CURRENCY; EXCHANGE RATE. Except as expressly provided otherwise in
this Agreement, all currency denominations shall be in United States dollars.
Except as expressly provided otherwise in this Agreement, any conversion of
Canadian dollar amounts to United States dollar amounts for any purposes in
connection with this Agreement shall be done using the spot exchange rate quoted
in the latest edition of THE WALL STREET JOURNAL available before the date on
which any payment must be made.
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61
12.6 NOTICES. Any notice or other communication required or permitted
to be delivered to any party under this Agreement shall be in writing and shall
be deemed properly delivered, given and received when delivered (by hand, by
registered mail, by courier or express delivery service or by facsimile) to the
address or facsimile number set forth beneath the name of such party below (or
to such other address or facsimile number as such party shall have specified in
a written notice given to the other parties hereto):
if to SFG:
SFG Technologies, Inc.
-------------------------
-------------------------
Attention: Bruce Elliott
Facsimile:
---------------------------------
if to any of the Selling Securityholders:
------------------------
------------------------
Attention:
---------------------------------
Facsimile:
---------------------------------
if to the Agent:
J. Derek Douglas as Agent of certain Selling
Securityholders
2600 - 1055
West Georgia Street
Vancouver, B.C.
Facsimile: (604) 669-7605
if to the Purchaser:
Cayenta.com, Inc.
c/o The Titan Corporation
3033 Science Park Road
San Diego, CA 92121-1199
Attention: David Parrico and Cheryl Barr
Facsimile: (858) 552-9759
WITH A COPY TO
The Titan Corporation
3033 Science Park Road
San Diego, CA 92121-1199
Attention: Nicholas J. Costanza
Facsimile: (858) 552-9759
<PAGE>
62
if to the Funds, as set out in Exhibit "F".
12.7 PUBLICITY. Subject to any disclosure required to be made under any
Legal Requirements, without limiting the generality of anything contained in
Section 6.10, on and at all times after the Closing Date:
(a) no press release or other publicity concerning any of the
Transactions shall be issued or otherwise disseminated by or on behalf of any of
the Selling Securityholders, and the Selling Securityholders shall continue to
keep the existence and terms of this Agreement and the other Transactional
Agreements strictly confidential;
(b) each Selling Securityholder shall keep strictly confidential,
and shall not use or disclose to any other Person, any non-public document or
other information in such Selling Securityholder's possession that relates
directly or indirectly to the business of SFG, the Purchaser or any affiliate of
the Purchaser; and
(c) none of the Selling Securityholders shall make any public
disclosure or comment about, concerning, referencing or alluding to any other
Selling Securityholder (or its Representatives) in connection with its
investment or participation in SFG prior to the Closing (other than that such
Selling Securityholder participated in the Transaction) without the prior
written consent of that Selling Securityholder.
(d)
12.8 WOF & VWP PUBLICITY Notwithstanding Sections 6.10 and 12.7, each
of WOF and VWP shall be entitled to make public disclosure of the sale of its
shares in SFG, its gain on the disposition of its interest in SFG as
contemplated herein, its rate of return on its investment in SFG resulting from
the transactions contemplated herein, and provide a general description of the
business of SFG in its promotional literature or otherwise, provided that it
shall not mention the name of any other party hereto (other than SFG) without
such party's prior written consent, unless such information comes into the
public domain other than as a result of a breach of Sections 6.10 and 12.7.
12.9 TIME OF THE ESSENCE. Time is of the essence of this Agreement.
12.10 HEADINGS. The underlined headings contained in this Agreement are
for convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.
12.11 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.
12.12 GOVERNING LAW; VENUE.
(a) This Agreement shall be construed in accordance with, and
governed in all respects by, the internal laws of the Province of British
Columbia (without giving effect to principles of conflicts of laws).
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63
(b) Except where this Agreement specifically provides for
arbitration, any legal action or other legal proceeding relating to this
Agreement or the enforcement of any provision of this Agreement may be brought
or otherwise commenced in any of the courts of the Province of British Columbia.
Each party to this Agreement:
(i) expressly and irrevocably consents and submits to the
jurisdiction of each court located in the Province of British Columbia (and each
appellate court located in the Province of British Columbia) in connection with
any such legal proceeding;
(ii) agrees that each court located in the Province of
British Columbia shall be deemed to be a convenient forum; and
(iii) agrees not to assert (by way of motion, as a defense or
otherwise), in any such legal proceeding commenced in any court in the Province
of British Columbia, any claim that such party is not subject personally to the
jurisdiction of such court, that such legal proceeding has been brought in an
inconvenient forum, that the venue of such proceeding is improper or that this
Agreement or the subject matter of this Agreement may not be enforced in or by
such court.
(c) The Selling Securityholders irrevocably constitute and appoint
the Agent as their agent to receive service of process in connection with any
legal proceeding relating to this Agreement or the enforcement of any provision
of this Agreement.
(d) The Selling Securityholders irrevocably waive the right to a
jury trial in connection with any legal proceeding relating to this Agreement or
the enforcement of any provision of this Agreement.
12.13 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon: SFG
and its successors and assigns (if any); the Selling Securityholders and their
respective personal representatives, executors, administrators, estates, heirs,
successors and assigns (if any); and the Purchaser and its successors and
assigns (if any). This Agreement shall inure to the benefit of: SFG; the Selling
Securityholders; the Purchaser; the other Indemnitees (subject to Section 12);
and the respective successors and assigns (if any) of the foregoing. The
Purchaser may freely assign any or all of its rights under this Agreement
(including its indemnification rights under Section 11), in whole or in part, to
any other Person as part of or in connection with any merger, consolidation,
business combination, share exchange, asset sale, reorganization or similar
transaction involving the Purchaser and any of its affiliates without obtaining
the consent or approval of any other party hereto or of any other Person.
12.14 REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE. The rights and
remedies of the parties hereto shall be cumulative (and not alternative). Each
Selling Securityholder agrees that:
(a) in the event of any Breach or threatened Breach by such
Selling Securityholder of any covenant, obligation or other provision set forth
in this Agreement, the Purchaser shall be entitled (in addition to any other
remedy that may be available to it) to (i) a decree or order of specific
performance or mandamus to enforce the observance and performance of such
covenant, obligation or other provision, and (ii) an injunction restraining such
Breach or threatened Breach; and
<PAGE>
64
(b) neither the Purchaser nor any other Indemnitee shall be
required to provide any bond or other security in connection with any such
decree, order or injunction or in connection with any related action or
Proceeding.
12.15 WAIVER.
(a) No failure on the part of any Person to exercise any power,
right, privilege or remedy under this Agreement, and no delay on the part of any
Person in exercising any power, right, privilege or remedy under this Agreement,
shall operate as a waiver of such power, right, privilege or remedy; and no
single or partial exercise of any such power, right, privilege or remedy shall
preclude any other or further exercise thereof or of any other power, right,
privilege or remedy.
(b) No Person shall be deemed to have waived any claim arising out
of this Agreement, or any power, right, privilege or remedy under this
Agreement, unless the waiver of such claim, power, right, privilege or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of such Person; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.
12.16 AMENDMENTS. This Agreement may not be amended, modified, altered
or supplemented other than by means of a written instrument duly executed and
delivered on behalf of the Purchaser and the Agent. Notwithstanding anything
else contained in this Agreement, the Agent shall have no right to amend Article
11 of this Agreement.
12.17 SEVERABILITY. In the event that any provision of this Agreement,
or the application of any such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any
extent, the remainder of this Agreement, and the application of such provision
to Persons or circumstances other than those as to which it is determined to be
invalid, unlawful, void or unenforceable, shall not be impaired or otherwise
affected and shall continue to be valid and enforceable to the fullest extent
permitted by law.
12.18 PARTIES IN INTEREST. Except for the provisions of Section 11
hereof, none of the provisions of this Agreement is intended to provide any
rights or remedies to any Person other than the parties hereto and their
respective successors and assigns (if any).
12.19 ENTIRE AGREEMENT. The Transactional Agreements set forth the
entire understanding of the parties relating to the subject matter thereof and
supersede all prior agreements and understandings among or between any of the
parties relating to the subject matter thereof.
12.20 CONSTRUCTION.
(a) For purposes of this Agreement, whenever the context requires:
the singular number shall include the plural, and vice versa; the masculine
gender shall include the feminine and neuter genders; the feminine gender shall
include the masculine and neuter genders; and the neuter gender shall include
the masculine and feminine genders.
<PAGE>
65
(b) The parties hereto agree that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
be applied in the construction or interpretation of this Agreement.
(c) As used in this Agreement, the words "include" and
"including," and variations thereof, shall not be deemed to be terms of
limitation, but rather shall be deemed to be followed by the words "without
limitation."
(d) Except as otherwise indicated, all references in this
Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this
Agreement and Exhibits to this Agreement.
12.21 NEGOTIATION OF DISPUTES. If a dispute arises between the parties
relating to the interpretation or performance of this Agreement or the grounds
for the termination thereof, and the parties cannot resolve the dispute within
thirty days of a written request by either party to the other, such dispute
shall be referred to the Chief Executive Officer, Chief Financial Officer or
General Counsel of the Purchaser and the Agent for resolution. Such persons
shall hold a meeting to attempt in good faith to negotiate a resolution of the
dispute prior to pursuing other available remedies. If within 10 business days
after such meeting, the Chief Executive Officer, Chief Financial Officer or
General Counsel of the Purchaser and the Agent have not succeeded in negotiating
a resolution of the dispute, such dispute may be resolved through arbitration
pursuant to Section 12.22.
12.22 ARBITRATION.
(a) Disputes that have been unsuccessfully resolved pursuant to
Section 12.20 may be submitted to final and binding arbitration conducted by 1
arbitrator agreed upon by the Purchaser and the Agent, or if no such arbitrator
is agreed upon within 10 days following a party giving notice of its desire to
arbitrate a dispute, then by 3 arbitrators, 1 selected by the Purchaser and 1
selected by the Agent, and the 2 arbitrators selected by the Purchaser and the
Agent shall select a third arbitrator.
(b) The arbitrator(s) shall set a limited time period and
establish procedures designed to reduce the cost and time for discovery of
information relating to any dispute while allowing the parties an opportunity,
adequate as determined in the sole judgement of the arbitrator(s), to discover
relevant information from the opposing parties about the subject matter of the
dispute. The arbitrators shall rule upon motions to compel, limit or allow
discovery as they shall deem appropriate given the nature and extent of the
disputed claim. The arbitrators shall also have the authority to impose
sanctions, including legal fees and other costs incurred by the parties, to the
same extent as a court of law or equity, should the arbitrators determine that
discovery was sought without substantial justification or that discovery was
refused or objected to by a party without substantial justification. The
decision of the arbitrator or a majority of the 3 arbitrators, as the case may
be, as to the validity and amount of any claim shall be binding and conclusive
upon the parties to this Agreement. Such decision shall be written and shall be
supported by written findings of fact and conclusions regarding the dispute
which shall set forth the award, judgement, decree or order awarded by the
arbitrator(s).
<PAGE>
66
(c) Judgement upon any award rendered by the arbitrators may be
entered in any court having competent jurisdiction. The place of arbitration
shall be Vancouver, British Columbia under the British Columbia International
Commercial Arbitration Centre in accordance with its Rules.
12.23 INDEPENDENT LEGAL ADVICE. Each of the parties to this Agreement
acknowledges and agree that Farris, Vaughan, Wills & Murphy has acted as counsel
only to the Companies, that Irwin, White & Jennings has acted as counsel only to
Working Opportunity Fund (EVCC) Ltd. ("WOF") and the Agent, that McCarthy
Tetrault has acted as counsel only SCC and that Grossman & Stanley has acted as
counsel only to the Elliotts, BEA and certain other Selling Securityholders and
that Farris, Vaughan, Wills & Murphy, Irwin, White & Jennings, Grossman &
Stanley and McCarthy Tetrault are not protecting the rights and interests of any
other party to this Agreement or the other Transaction Documents. The other
parties to this Agreement acknowledge and agree that SFG, Farris, Vaughan, Wills
& Murphy, Irwin, White & Jennings, Grossman & Stanley and McCarthy Tetrault have
given them the opportunity to seek, and have recommended that such parties
obtain, independent legal advice with respect to the subject matter of this
Agreement and, further, each of the other parties hereby represent and warrant
to SFG, Farris, Vaughan, Wills & Murphy, Irwin, White & Jennings, Grossman &
Stanley and McCarthy Tetrault that such party has sought independent legal
advice or waives such advice.
[THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>
The parties hereto have caused this Agreement to be executed and
delivered as of December __, 1999.
<TABLE>
<S> <C>
- ------------------------------------------------------- -------------------------------------------------------
PURCHASER: CAYENTA.COM, INC.,
a Delaware corporation
By:
----------------------------------------
Name: David Parrico
Title: Chief Executive Officer &
President
- ------------------------------------------------------- ------------------------------------------------------
SFG: SFG TECHNOLOGIES INC.,
a corporation organized and existing under the
laws of British Columbia, Canada
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
AGENT: ----------------------------------------
DEREK DOUGLAS
</TABLE>
<PAGE>
2
SELLING SECURITYHOLDERS:
By:
-------------------------------
John Seinen, as duly appointed attorney
for those owning Class A Common Shares
Discovery Enterprises Inc.
By:
-------------------------------
Name:
Title:
Working Opportunity Fund (EVCC) Ltd.
by its manager Growth Works Capital Ltd.
By:
-------------------------------
Name:
Title:
Ventures West III - Canada Limited Partnership, by its
General Partner, Ventures West Management III Ltd.
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
SCC Canada Inc., acting as agent for and on behalf
of Finova (Canada) Capital Corporation and
The Toronto Dominion Bank
By:
-------------------------------
Name:
Title:
<PAGE>
3
OPTION HOLDERS:
<PAGE>
EXHIBIT A
CERTAIN DEFINITIONS
For purposes of the Agreement (including this Exhibit A):
ACQUISITION TRANSACTION. "Acquisition Transaction" shall mean any
transaction involving:
(a) the sale or other disposition of all or any portion of
SFG's business or assets (other than in the Ordinary Course of
Business);
(b) the issuance, sale or other disposition of (i) any capital
stock of SFG, (ii) any option, call, warrant or right (whether or not
immediately exercisable) to acquire any capital stock of SFG, or (iii)
any security, instrument or obligation that is or may become
convertible into or exchangeable for any capital stock of SFG; or
(c) any merger, consolidation, business combination, share
exchange, reorganization or similar transaction involving SFG.
AGENT. "Agent" shall have the meaning specified in Section 12.1 of the
Agreement.
AGREEMENT. "Agreement" shall mean the Stock Purchase Agreement to which
this Exhibit A is attached (including the Disclosure Schedule), as it may be
amended from time to time.
BEA ESCROW AGREEMENT. "BEA Escrow Agreement" shall mean the certain BEA
Escrow Agreement of even date herewith between the Purchaser, BEA, Protec
Management Ltd. and the Escrow Agent.
BEST EFFORTS. "Best Efforts" shall mean the efforts that a prudent
Person desiring to achieve a particular result would use in order to ensure that
such result is achieved as expeditiously as possible.
BREACH. There shall be deemed to be a "Breach" of a representation,
warranty, covenant, obligation or other provision if there is or has been (a)
any inaccuracy in or breach of, or any failure to comply with or perform, such
representation, warranty, covenant, obligation or other provision, or (b) any
claim (by any Person) or other circumstance that is inconsistent with such
representation, warranty, covenant, obligation or other provision; and the term
"Breach" shall be deemed to refer to any such inaccuracy, breach, failure, claim
or circumstance.
CANADIAN BENEFIT PLANS. "Canadian Benefit Plans" shall have the meaning
specified in Section 2.21(a) of this Agreement.
CANADIAN REGISTERED PENSION PLANS. "Canadian Registered Pension Plans"
shall have the meaning specified in Section 2.21(d) of this Agreement.
<PAGE>
CERCLA. "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act.
CLOSING. "Closing" shall have the meaning specified in Section 1.4(a)
of the Agreement.
CLOSING CERTIFICATE. "Closing Certificate" shall have the meaning
specified in Section 1.4(c)(xiv) of the Agreement.
CLOSING DATE. "Closing Date" shall have the meaning specified in
Section 1.4(a) of the Agreement.
CODE. "Code" shall mean the Internal Revenue Code of 1986.
COMPANIES. "Companies" shall mean SFG and the Subsidiaries.
COMPANY PLAN. "Company Plan" shall mean any Current Benefit Plan or
Past Benefit Plan.
COMPARABLE ENTITIES. "Comparable Entities" shall mean Entities (other
than the Companies) that are engaged in businesses similar to the Companies'
business and are of similar size and stage of development as SFG and the
Companies considered as a whole.
CONSENT. "Consent" shall mean any approval, consent, ratification,
permission, exemption, waiver or authorization (including any Governmental
Authorization).
CONTRACT. "Contract" shall mean any written, oral, implied or other
agreement, contract, understanding, arrangement, instrument, note, guaranty,
indemnity, representation, warranty, deed, assignment, power of attorney,
certificate, purchase order, work order, insurance policy, benefit plan,
commitment, covenant, assurance or undertaking of any nature.
CURRENT BENEFIT PLAN. "Current Benefit Plan" shall mean any Employee
Benefit Plan that is currently in effect and:
(a) that was established or adopted by any of the Companies or
any ERISA Affiliate or is maintained or sponsored by any of the
Companies;
(b) in which any of the Companies participate;
(c) with respect to which any of the Companies or any ERISA
Affiliate is or may be required or permitted to make any contribution;
or
(d) with respect to which any of the Companies or any ERISA
Affiliate is or may become subject to any Liability.
DAMAGES. "Damages" shall include any loss, damage, injury, decline in
value, lost opportunity, Liability, claim, demand, settlement, judgment, award,
fine, penalty, Tax, fee (including any legal fee, expert fee, accounting fee or
advisory fee), charge, cost (including any cost of investigation) or expense of
any nature.
<PAGE>
DEI. "DEI" means Discovery Enterprises Inc.
DISCLOSURE SCHEDULE. "Disclosure Schedule" shall mean the schedule
(dated as of the date of the Agreement) delivered to the Purchaser on behalf of
SFG and the Selling Securityholders, a copy of which is attached to the
Agreement and incorporated in the Agreement by reference.
EMPLOYEE BENEFIT PLAN. "Employee Benefit Plan" shall have the meaning
specified in Section 3(3) of ERISA.
ENCUMBRANCE. "Encumbrance" shall mean any lien, pledge, hypothecation,
charge, mortgage, security interest, encumbrance, equity, trust, equitable
interest, claim, preference, right of possession, lease, tenancy, license,
encroachment, covenant, infringement, interference, Order, proxy, option, right
of first refusal, preemptive right, community property interest, legend, defect,
impediment, exception, reservation, limitation, impairment, imperfection of
title, condition or restriction of any nature (including any restriction on the
voting of any security, any restriction on the transfer of any security or other
asset, any restriction on the receipt of any income derived from any asset, any
restriction on the use of any asset and any restriction on the possession,
exercise or transfer of any other attribute of ownership of any asset).
ENTITY. "Entity" shall mean any corporation (including any non-profit
corporation), general partnership, limited partnership, limited liability
partnership, joint venture, estate, trust, cooperative, foundation, society,
political party, union, company (including any limited liability company or
joint stock company), firm or other enterprise, association, organization or
entity.
ENVIRONMENTAL LAWS. "Environmental Laws" shall mean all applicable
statutes, regulations, ordinances, by-laws, and codes and all international
treaties and agreements, now or hereafter in existence in Canada (whether
federal, provincial or municipal) and in the United States (whether federal,
state or local) relating to the protection and preservation of the environment,
occupational health and safety, product safety, product liability or Hazardous
Material, including without limitation the CANADIAN ENVIRONMENTAL PROTECTION
ACT, the Waste Management Act (British Columbia), CERCLA, the Clean Air Act, the
Federal Water Pollution Control Act, the Solid Waste Disposal Act, the Federal
Insecticide, Fungicide and Rodenticide Act, and the California Safe Drinking
Water and Toxic Enforcement Act, all as amended from time to time.
ENVIRONMENTAL PERMITS. "Environmental Permits" shall include all
orders, permits, certificates, approvals, consents, registrations and licenses
issued by any authority of competent jurisdiction under Environmental Laws.
ERISA. "ERISA" shall mean the Employee Retirement Income Security Act
of 1974.
ERISA AFFILIATE. "ERISA Affiliate" shall mean any Person that is, was
or would be treated as a single employer with any of the Companies under Section
414 of the Code.
ESCROW AGENT. "Escrow Agent" means the Escrow Agent named in the Escrow
Agreement.
<PAGE>
ESCROW AGREEMENT. "Escrow Agreement" shall mean that certain Escrow
Agreement of even date herewith among Purchaser, the Selling Securityholders,
the Agent and the Escrow Agent.
EXCLUDED CONTRACT. "Excluded Contract" shall mean any SFG Contract
that:
(a) SFG has entered into in the Ordinary Course of Business;
(b) is identical in all material respects to one of the
Standard Form Agreements;
(c) has a term of less than 90 days or may be terminated by
SFG (without penalty or damages) within 90 days after the delivery of a
termination notice by SFG; and
(d) does not contemplate or involve the payment of cash or
other consideration in an amount or having a value in excess of
$10,000.
FUNDS. "Funds" shall mean, collectively, Discovery Enterprises Inc.,
Working Opportunity Fund (EVCC) Ltd., Ventures West III - Canada Limited
Partnership and SCC Canada Inc.
GAAP. "GAAP" shall mean Canadian generally accepted accounting
principles, applied on a consistent basis throughout the periods covered.
GOVERNMENTAL AUTHORIZATION. "Governmental Authorization" shall mean
any:
(a) permit, license, certificate, franchise, concession,
approval, consent, ratification, permission, clearance, confirmation,
endorsement, waiver, certification, designation, rating, registration,
qualification or authorization that is, has been or may in the future
be issued, granted, given or otherwise made available by or under the
authority of any Governmental Body or pursuant to any Legal
Requirement; or
(b) right under any Contract with any Governmental Body.
GOVERNMENT BID. "Government Bid" shall mean any quotation, bid or
proposal submitted to any Governmental Body or any proposed prime contractor or
higher-tier subcontractor of any Governmental Body.
GOVERNMENTAL BODY. "Governmental Body" shall mean any:
(a) nation, principality, state, commonwealth, province,
territory, county, municipality, district or other jurisdiction of any
nature;
(b) federal, state, provincial, local, municipal, foreign or
other government;
(c) governmental or quasi-governmental authority of any nature
(including any governmental division, subdivision, department, agency,
bureau, branch, office,
<PAGE>
commission, council, board, instrumentality, officer, official,
representative, organization, unit, body or Entity and any court or
other tribunal);
(d) multi-national organization or body; or
(e) individual, Entity or body exercising, or entitled to
exercise, any executive, legislative, judicial, administrative,
regulatory, police, military or taxing authority or power of any
nature.
GOVERNMENT CONTRACT. "Government Contract" shall mean any prime
contract, subcontract, letter contract, purchase order or delivery order
executed or submitted to or on behalf of any Governmental Body or any prime
contractor or higher-tier subcontractor, or under which any Governmental Body or
any such prime contractor otherwise has or may acquire any right or interest.
HAZARDOUS MATERIAL. "Hazardous Material" shall include:
(a) any petroleum, waste oil, crude oil, asbestos, urea
formaldehyde or polychlorinated biphenyl;
(b) any waste, gas or other substance or material that is
explosive or radioactive;
(c) any "hazardous substance," "pollutant," "contaminant,"
"hazardous waste," "regulated substance," "hazardous chemical", "toxic
chemical", "hazardous product", "dangerous goods", "waste", "toxic
substance", "deleterious substance" or words of similar import under
any Environmental Laws, including without limitation, CERCLA, any other
so-called "superfund" or "superlien" law, the Resource Conservation
Recovery Act, the Federal Water Pollution Control Act, the Toxic
Substances Control Act, the Emergency Planning and Community
Right-to-Know Act;
(d) any other substance or material (regardless of physical
form) or form of energy that is subject to any Legal Requirement and/or
Environmental Laws which regulates or establishes standards of conduct
in connection with, or which otherwise relates to, the protection of
human health, plant life, animal life, natural resources, property or
the enjoyment of life or property from the presence in the environment
of any solid, liquid, gas, odor, noise or form of energy; and
(e) any compound, mixture, solution, product or other
substance or material that contains any substance or material referred
to in clause "(a)", "(b)", "(c)" or "(d)" above.
INDEMNITEES. "Indemnitees" shall mean the following Persons:
(a) the Purchaser;
(b) the Purchaser's current and future affiliates (including
SFG);
<PAGE>
(c) the respective Representatives of the Persons referred to
in clauses "(a)" and "(b)" above; and
(d) the respective successors and assigns of the Persons
referred to in clauses "(a)", "(b)" and "(c)" above;
PROVIDED, HOWEVER, that (i) SFG shall not be entitled to exercise any
rights as an Indemnitee prior to the Closing, and (ii) the Selling
Securityholders shall not be deemed to be "Indemnitees."
KNOWLEDGE. An individual shall be deemed to have "Knowledge" of a
particular fact or other matter if:
(a) such individual is actually aware of such fact or other
matter; or
(b) a prudent individual could be expected to discover or
otherwise become aware of such fact or other matter in the course of
conducting a diligent and comprehensive investigation concerning the
truth or existence of such fact or other matter.
SFG shall be deemed to have "Knowledge" of a particular fact or other
matter if any officer, employee or other Representative of SFG has Knowledge of
such fact or other matter.
LEASED PREMISES. "Leased Premises" shall have the meaning specified in
Section 2.11(a) of the Agreement.
LEASES. "Leases" shall have the meaning specified in Section 2.11(a) of
the Agreement.
LEGAL REQUIREMENT. "Legal Requirement" shall mean any federal, state,
local, municipal, foreign or other law, statute, legislation, constitution,
principle of common law, resolution, ordinance, code, edict, decree,
proclamation, treaty, convention, rule, regulation, ruling, directive,
pronouncement, requirement, specification, determination, decision, opinion or
interpretation that is, has been or may in the future be issued, enacted,
adopted, passed, approved, promulgated, made, implemented or otherwise put into
effect by or under the authority of any Governmental Body.
LIABILITY. "Liability" shall mean any debt, obligation, duty or
liability of any nature (including any unknown, undisclosed, unmatured,
unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious,
derivative, joint, several or secondary liability), regardless of whether such
debt, obligation, duty or liability would be required to be disclosed on a
balance sheet prepared in accordance with GAAP and regardless of whether such
debt, obligation, duty or liability is immediately due and payable.
ORDER. "Order" shall mean any:
(a) order, judgment, injunction, edict, decree, ruling,
pronouncement, determination, decision, opinion, verdict, sentence,
subpoena, writ or award that is, has been or may in the future be
issued, made, entered, rendered or otherwise put into effect
<PAGE>
by or under the authority of any court, administrative agency or other
Governmental Body or any arbitrator or arbitration panel; or
(b) Contract with any Governmental Body that is, has been or
may in the future be entered into in connection with any Proceeding.
ORDINARY COURSE OF BUSINESS. An action taken by or on behalf of SFG
shall not be deemed to have been taken in the "Ordinary Course of Business"
unless:
(a) such action is recurring in nature, is consistent with
SFG's past practices and is taken in the ordinary course of SFG's
normal day-to-day operations;
(b) such action is taken in accordance with sound and prudent
business practices;
(c) such action is not required to be authorized by SFG's
shareholders, SFG's board of directors or any committee of SFG's board
of directors and does not require any other separate or special
authorization of any nature; and
(d) such action is similar in nature and magnitude to actions
customarily taken, without any separate or special authorization, in
the ordinary course of the normal day-to-day operations of other
Entities that are engaged in businesses similar to SFG's business.
PAST BENEFIT PLAN. "Past Benefit Plan" shall mean any Employee Benefit
Plan (other than a Current Benefit Plan):
(a) of which any of the Companies or any ERISA Affiliate has
ever been a "plan sponsor" (as defined in Section 3(16)(B) of ERISA) or
that otherwise has at any time been established, adopted, maintained or
sponsored by any of the Companies or by any ERISA Affiliate;
(b) in which any of the Companies or any ERISA Affiliate has
ever participated;
(c) with respect to which any of the Companies or any ERISA
Affiliate has ever made, or has ever been required or permitted to
make, any contribution; or
(d) with respect to which any of the Companies or any ERISA
Affiliate has ever been subject to any Liability.
PERSON. "Person" shall mean any individual, Entity or Governmental
Body.
PRE-CLOSING PERIOD. "Pre-Closing Period" shall mean the period
commencing as of the date of the Agreement and ending on the Closing Date.
PREFERRED SHAREHOLDERS. "Preferred Shareholders" shall mean all the
registered and beneficial holders of the Class C Preferred Shares and the Class
F Preferred Shares of SFG.
<PAGE>
PROCEEDING. "Proceeding" shall mean any action, suit, litigation,
arbitration, proceeding (including any civil, criminal, administrative,
investigative or appellate proceeding and any informal proceeding), prosecution,
contest, hearing, inquiry, inquest, audit, examination or investigation that is,
has been or may in the future be commenced, brought, conducted or heard by or
before, or that otherwise has involved or may involve, any Governmental Body or
any arbitrator or arbitration panel.
PROPRIETARY ASSET. "Proprietary Asset" shall mean any patent, patent
application, trademark (whether registered or unregistered and whether or not
relating to a published work), trademark application, trade name, fictitious
business name, service mark (whether registered or unregistered), service mark
application, copyright (whether registered or unregistered), copyright
application, maskwork, maskwork application, trade secret, know-how, franchise,
system, computer software, invention, design, blueprint, proprietary product,
technology, proprietary right or other intellectual property right or intangible
asset.
PRO RATA. "Pro Rata" means the percentage that the number of Securities
a Selling Securityholder owned immediately prior to the Closing of the
Transaction is of the total number of Securities at that time.
PURCHASE PRICE. "Purchase Price" shall have the meaning specified in
Section 1.2 of the Agreement.
PURCHASER. "Purchaser" shall mean Cayenta, Inc., a Delaware
corporation.
RELATED PARTY. Each of the following shall be deemed to be a "Related
Party":
(a) each of the Selling Securityholders;
(b) each individual who is, or who has at any time been, an
officer or director of any Company;
(c) each member of the family of each of the individuals
referred to in clauses "(a)" and "(b)" above; and
(d) any Entity (other than SFG) in which any one of the
individuals referred to in clauses "(a)", "(b)" and "(c)" above holds
(or in which more than one of such individuals collectively hold),
beneficially or otherwise, a material voting, proprietary or equity
interest.
REPRESENTATIVES. "Representatives" shall mean officers, directors,
employees, agents and representatives.
RESIDUAL SHARES. "Residual Shares" shall means the 400 Class A Common
Shares owned by Dave Cavan , the 200 Class A Common Shares owned by Edith
Roller, and the 1177.94 Class A Common Shares owned by Investor Co, in trust for
Laura Sambamdam.
SCHEDULED CLOSING TIME. "Scheduled Closing Time" shall have the meaning
specified in Section 1.4(a) of the Agreement.
<PAGE>
SECURITIES. "Securities" shall have the meaning specified in Recital
"B" to the Agreement.
SELLING SECURITYHOLDERS. "Selling Securityholders" shall have the
meaning specified in the introductory paragraph of the Agreement and, for
greater certainty, shall include the Elliotts in their capacity as sellers of
the Elliott Shares for the purposes of Sections 6, 8, 9, 10, 11.1 to 11.6(g) and
12.
SELLING SHAREHOLDERS. "Selling Shareholders" shall have the meaning
specified in the introductory paragraph of the Agreement.
SFG. "SFG" shall mean SFG Technologies, Inc., a corporation organized
and existing under the laws of Canada.
SFG CONTRACT. "SFG Contract" shall mean any Contract:
(a) to which any Company is a party;
(b) by which any Company or any of its assets is or may become
bound or under which any Company has, or may become subject to, any
obligation; or
(c) under which any Company has or may acquire any right or
interest.
SFG FINANCIAL STATEMENTS. "SFG Financial Statements" shall have the
meaning specified in Section 2.4(a) of the Agreement.
SFG RETURNS. "SFG Returns" shall have the meaning specified in Section
2.18(a) of the Agreement.
SECURITYHOLDER RELEASE. "Securityholder Release" shall mean the
Securityholder Release being executed by each of the Selling Securityholders
contemporaneously with the execution and delivery of the Agreement.
SHARES. "Shares" shall have the meaning specified in Recital "A" to the
Agreement.
SPECIFIED REPRESENTATIONS. "Specified Representations" shall mean the
representations and warranties set forth in Sections 2.1, 2.3, 2.18, 2.22, 2.28
and 3.
STANDARD FORM AGREEMENTS. "Standard Form Agreements" shall mean the
forms of agreements attached as Appendices 2.13(x) and 2.13(y) to the Disclosure
Schedule.
SUBSIDIARIES. "Subsidiaries" shall mean the Entities listed on Part 2.1
of the Disclosure Schedule.
TAX. "Tax" shall mean any tax (including any income tax, franchise tax,
capital gains tax, estimated tax, gross receipts tax, value-added tax, surtax,
excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, goods and
services tax, use tax, property tax, business tax, occupation tax, inventory
tax, occupancy tax, withholding tax or payroll tax), levy, assessment, tariff,
<PAGE>
impost, imposition, toll, duty (including any customs duty), deficiency or fee,
and any related charge or amount (including any fine, penalty or interest), that
is, has been or may in the future be (a) imposed, assessed or collected by or
under the authority of any Governmental Body, or (b) payable pursuant to any
tax-sharing agreement or similar Contract.
TAX ESCROW AGREEMENT. "Tax Escrow Agreement" shall mean the certain Tax
Escrow Agreement of even date herewith among The Purchaser, the US Sellers, the
Agent and The Escrow Agent.
TAX RETURN. "Tax Return" shall mean any return (including any
information return), report, statement, declaration, estimate, schedule, notice,
notification, form, election, certificate or other document or information that
is, has been or may in the future be filed with or submitted to, or required to
be filed with or submitted to, any Governmental Body in connection with the
determination, assessment, collection or payment of any Tax or in connection
with the administration, implementation or enforcement of or compliance with any
Legal Requirement relating to any Tax.
TRANSACTIONAL AGREEMENTS. "Transactional Agreements" shall mean:
(a) the Agreement;
(b) the Securityholder Releases;
(c) the Option Termination Agreements;
(d) the Noncompetition Agreements referred to in Section
1.4(c)(viii) of the Agreement;
(e) the Escrow Agreement;
(f) the Tax Escrow Agreement;
(g) the BEA Escrow Agreement; and
(h) the Closing Certificate.
TRANSACTIONS. "Transactions" shall mean (a) the execution and delivery
of the respective Transactional Agreements, and (b) all of the transactions
contemplated by the respective Transactional Agreements, including:
(i) the sale of the Securities by the Selling Securityholders
to the Purchaser in accordance with the Agreement; and
(ii) the performance by SFG, the Selling Securityholders and
the Purchaser of their respective obligations under the Transactional Agreements
and the exercise by SFG, the Selling Securityholders and the Purchaser of their
respective rights under the Transactional Agreements.
<PAGE>
UNAUDITED INTERIM BALANCE SHEET. "Unaudited Interim Balance Sheet"
shall have the meaning specified in Section 2.4(a)(ii) of the Agreement.
US SELLER. "US Seller" shall mean any of the Selling Securityholders
identified in Part 2.33 of the Disclosure Schedule as being a non-resident of
Canada within the meaning of the Income Tax Act (Canada).
VIRUSES. "Viruses" shall mean any computer code designed to disrupt,
disable, harm, or otherwise impede in any manner, the operation of the computer
program, or any other associated software, firmware, hardware, or network
(including local area or wide-area networks), in a manner not intended by the
creator(s) of such software, firmware, hardware, or network.
VWP. "VWP" shall mean Ventures West III - Canada Limited Partnership
YEAR 2000 COMPLIANT. "Year 2000 Compliant" shall mean, in regard to any
product or internal system, that such product or internal system can
individually continue to be used normally and to operate successfully (both in
functionality and performance) over the transition into the twenty first century
when used in accordance with the documentation relating to such product or
internal system, including being able to, before, on and after January 1, 2000
substantially conform to the following: (i) use logic pertaining to dates that
allow users to identify and/or use the century portion of any date fields
without special processing; and (ii) respond to all date elements and date input
so as to resolve any ambiguity as to century in a disclosed, defined and
pre-determined manner and provide date information in ways that are unambiguous
as to century, either by permitting or requiring the century to be specified or
where the data element is represented without a century, the correct century is
unambiguous for all manipulations involving that element.
<PAGE>
EXHIBIT 2.6
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4),
200.83 and 230.406
LIMITED LIABILITY COMPANY AGREEMENT
OF
SOLIANCE NETWORKS, LLC
Dated as of August 25, 1999
<PAGE>
THIS LIMITED LIABILITY COMPANY AGREEMENT of SOLIANCE
NETWORKS, LLC a Delaware limited liability company (the "Company"), is made
and effective as of August 25, 1999, among Sempra Energy Information
Solutions, a California corporation ("SEIS"), Modis, Inc., a Florida
corporation ("Modis"), and Cayenta.com, a Delaware corporation, ("Cayenta")
(SEIS, Modis and Cayenta are collectively referred to herein as the
"Members").
WHEREAS, the Members desire to form the Company under the
Delaware Act for the purposes and upon the terms and conditions set forth
herein;
WHEREAS, the Members desire that the Company be their
vehicle for the provision of certain products and services supporting
underlying business processes to be marketed to organizations within the
energy, water, and utility industries on the terms and conditions set forth
herein; and
WHEREAS, Modis, SEIS and Cayenta have agreed to provide
certain necessary services to the Company pursuant to the Management Service
Agreements.
NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Members
hereby agree as follows:
ARTICLE I
DEFINED TERMS
SECTION 1.01 Definitions. Each of the following terms shall
have the meaning provided in the Section or Schedule set forth opposite such
term:
<TABLE>
<CAPTION>
TERM SECTION
---- -------
<S> <C>
Adjusted Capital Account Schedule 1.01
Adjusted Capital Account Deficit Schedule 1.01
Affiliate Schedule 1.01
Agreement Schedule 1.01
Appraiser 11.02
Asset Value Schedule 1.01
Auditors 9.01
Bankruptcy Schedule 1.01
Business Day Schedule 1.01
Capital Account Schedule 1.01
Capital Contribution Schedule 1.01
1
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Cayenta Preamble
Cayenta Dedicated Assets 4.02
Cayenta Initial Membership Units 5.02
Cayenta Representatives 6.03
Certificate Schedule 1.01
Chairman 6.03
Code Schedule 1.01
Company Preamble
Company Business Schedule 1.01
Company Minimum Gain Schedule 1.01
Conversion 16.01
Conversion Date 16.01
Corporation 16.01
Covered Person Schedule 1.01
Customer Contract Schedule 1.01
Debt Schedule 1.01
Dedicated Assets Schedule 1.01
Delaware Act Schedule 1.01
Delinquent Member 4.04
Depreciation Schedule 1.01
Existing Programs 14.01
Fair Market Value 11.02
Fiscal Year Schedule 1.01
Former Member 11.02
GAAP Schedule 1.01
Information 14.04
Interest Rate Schedule 1.01
License Agreement 4.02
Liens Schedule 1.01
Liquidating Trustee 11.03
Majority Vote Schedule 1.01
Management Services Agreement 4.02
Managing Members Schedule 1.01
Marketable Securities Schedule 1.01
Member Schedule 1.01
Member Nonrecourse Debt Schedule 1.01
Member Nonrecourse Debt Minimum Gain Schedule 1.01
Member Nonrecourse Deductions Schedule 1.01
Members Preamble
Members Committee 6.03
Membership Unit Schedule 1.01
Modis Preamble
Modis Dedicated Assets 4.02
Modis Initial Membership Units 5.02
2
<PAGE>
Modis Representatives 6.03
Net Distributable Cash Schedule 1.01
Non-Delinquent Members 4.04
Nonrecourse Deductions Schedule 1.01
Nonrecourse Liability Schedule 1.01
Officers 6.11
Person Schedule 1.01
President 6.11
Products Schedule 1.01
Property Schedule 1.01
Regulations Schedule 1.01
Regulatory Allocations 7.03
Related Agreements Schedule 1.01
Representatives 6.02
SEIS Preamble
SEIS Dedicated Assets 4.02
SEIS Initial Membership Unit 5.02
SEIS Representatives 6.03
Services Agreement Schedule 1.01
Subsidiary or Subsidiaries Schedule 1.01
Transfer Schedule 1.01
Transferee Schedule 1.01
Unanimous Vote Schedule 1.01
Unrecovered Capital 16.01
</TABLE>
ARTICLE II
FORMATION AND TERM
SECTION 2.01 Formation.
(a) The parties hereto hereby form and confirm the
formation of the Company as a limited liability company under and pursuant to
the provisions of the Delaware Act and all other pertinent laws of the State
of Delaware for the purposes and upon the terms and conditions hereinafter
set forth. The parties hereto agree that the rights, duties and liabilities
of the initial Members and any additional Member admitted to the Company in
accordance with the terms hereof shall be as provided in the Delaware Act,
except as otherwise provided herein.
(b) The name and mailing address of each Member shall
be listed on Schedule 2.01 attached hereto. Each of SEIS, Modis and Cayenta
is hereby admitted as a Member of the Company. Additional Members shall be
admitted as Members of the Company in accordance with Article X. The Chief
Executive Officer, or a designee of the Chief Executive Officer, shall be
required to update Schedule 2.01 from time to time, as necessary to reflect
accurately the information herein as known by the Chief Executive Officer,
but no such update shall modify
3
<PAGE>
Schedule 2.01 in any manner inconsistent with this Agreement or the Delaware
Act. Any amendment or revision to Schedule 2.01 made in accordance with this
Agreement shall not be deemed an amendment to this Agreement for purposes of
Section 17.12. Any reference in this Agreement to Schedule 2.01 shall be
deemed to be a reference to Schedule 2.01, as amended and in effect from time
to time.
(c) The President, or a designee of the Chief
Executive Officer, is hereby designated as an authorized person, within the
meaning of the Delaware Act, to execute, deliver and file, or to cause the
execution, delivery and filing of, any amendments or restatements of the
Certificate and any other certificates, notices, statements or other
instruments (and any amendments or restatements thereof) necessary or
advisable for the formation of the Company or the operation of the Company in
all jurisdictions where the Company may elect to do business, but no such
amendment, restatement or other instrument may be executed, delivered or
filed unless adopted in a manner authorized by this Agreement.
SECTION 2.02 Name. The name of the Company is Soliance
Networks. The business of the Company may not be conducted under any other
name unless all the parties hereto expressly agree in writing.
SECTION 2.03 Term. The term of the Company shall
commence, and the Certificate shall be filed in the office of the Secretary
of State of the State of Delaware, on the date hereof and shall continue for
a term as set forth in the Certificate of Formation, subject to the
provisions set forth in Article XI and applicable law. The existence of the
Company as a separate legal entity shall continue until cancellation of the
Certificate in the manner required by the Delaware Act or this Agreement.
SECTION 2.04 Principal Place of Business. The
principal place of business of the Company shall be SEIS's principal place of
business, whether in California or otherwise, or such other place as the
Members Committee may determine from time to time, and the Company shall have
other regional offices and operations as the Members Committee may determine
from time to time.
SECTION 2.05 Title to Company Property. All property
of the Company, whether real, personal or mixed, tangible or intangible,
shall be deemed to be owned by the Company as an entity, and no Member,
individually, shall have any direct ownership interest in such property. At
no time will the Company own or include in Company Property, the SEIS
Dedicated Assets, the Modis Dedicated Assets or the Cayenta Dedicated Assets.
SECTION 2.06 Agent for Service of Process. The
Company's registered agent for service of process in the State of Delaware
shall be as set forth in the Certificate, as the same may be amended by the
Members Committee from time to time.
4
<PAGE>
ARTICLE III
PURPOSE AND POWER OF THE COMPANY
SECTION 3.01 Purpose. The purpose of the Company is to
engage in (a) the Company Business and (b) any and all lawful activities in
accordance with the Delaware Act which the Members Committee deems necessary
or advisable in connection with the Company Business.
SECTION 3.02 Powers of the Company. Subject to the
limitations set forth in this Agreement, the Company will possess and may
exercise all of the powers and privileges granted to it by the Delaware Act,
by any other law or this Agreement, together with all powers incidental
thereto, so far as such powers are necessary or convenient to the conduct,
promotion or attainment of the purpose of the Company set forth in Section
3.01.
SECTION 3.03 Maintenance of Separate Existence. The
Company shall do all things necessary to maintain its limited liability
company existence separate and apart from each Member and any Affiliate of
any Member, including holding regular meetings of the Members and maintaining
its books and records on a current basis separate from that of any Affiliate
of the Company or any other Person, and shall not commingle the Company's
assets with those of any Affiliate of the Company or any other Person. In
furtherance, and not in limitation, of the foregoing, the Company shall not:
(a) Authorize or permit any Person, other than the
Chief Executive Officer, to act on its own behalf with respect to matters
(other than matters customarily delegated to others under powers of attorney)
for which a limited liability company's members or managing member would
customarily be responsible;
(b) Fail (i) to maintain, or cause to be maintained by
an agent under the Company's control, physical possession of all its books
and records, (ii) to maintain capitalization adequate for the conduct of its
business, (iii) to account for and manage all of its liabilities separately
from those of any other Person, including payment by it of administrative
expenses and taxes, other than income taxes, from its own assets, or (iv) to
the extent practicable, to identify or cause to be identified, on its books
and records or otherwise, separately all of its assets from those of any
other Person;
(c) Except as contemplated by the preceding clause (b)
or Section 4.03, commingle or permit the commingling of its funds with the
funds of any Member or any Affiliate of any Member or use its funds for other
than the Company Business; or
(d) Except as contemplated by Section 4.03, maintain
or permit the maintenance of joint bank accounts or other depository accounts
to which any Member would have independent access.
5
<PAGE>
ARTICLE IV
CAPITAL CONTRIBUTIONS, RELATED
AGREEMENTS, DEDICATION OF ASSETS,
CAPITAL ACCOUNTS AND ADVANCES
SECTION 4.01 Capital Contributions.
(a) SEIS. In exchange for the SEIS Initial Membership
Units, SEIS hereby agrees to make a Capital Contribution of [...***...] as
provided in Section 4.01(d) below.
(b) Modis. In exchange for the Modis Initial
Membership Units, Modis hereby agrees to make a Capital Contribution of
[...***...] as provided in Section 4.01(d) below.
(c) Cayenta. In exchange for the Cayenta Initial
Membership Units, Cayenta hereby agrees to make a Capital Contribution of
[...***...] as provided in Section 4.01(d) below.
(d) Initial Capital Contributions. SEIS, Modis and
Cayenta shall make their respective Initial Capital Contribution on or before
October 1, 1999 after receiving appropriate wire instructions from the
Company.
SECTION 4.02 Related Agreements: Dedication of Assets.
(a) SEIS. SEIS hereby agrees:
(i) to enter into (A) a Management Services
Agreement with the Company for Energy Commodity Products dated and effective
as of the date hereof in form and substance satisfactory to the Members
("Management Services Agreement") and (B) an intellectual property license
agreement with the Company effective as of the date hereof in form and
substance satisfactory to the Members ("License Agreement"), and
(ii) to make available to the Company on a
non-exclusive basis, to the extent requested by the Members Committee and
approved by SEIS, such other assets, facilities and services as the Members
Committee may reasonably request at any time (such assets, facilities and
services being the "SEIS Dedicated Assets"). The Company shall have no right
to the earnings or other financial results of any such dedicated assets.
(iii) to provide Company a restricted source
code license in perpetuity to the Sempra Energy Enterprise Frameworks (EFX)
and its related components. SEIS shall provide Modis and Cayenta a restricted
source code license in perpetuity to the EFX for use in their respective
businesses outside of the American gas, water and electric utility
industries. In the event of a dissolution and winding up of the Company by
SEIS, Cayenta and Modis shall receive
* CONFIDENTIAL TREATMENT REQUESTED
6
<PAGE>
an unrestricted source code license in perpetuity to the Sempra Energy
Enterprise Frameworks (EFX) and its related components subject to Section
14.01 herein.
(b) Modis. Modis hereby agrees:
(i) to enter into (A) a Management Services
Agreement with the Company dated and effective as of the date hereof in form
and substance satisfactory to the Members, and (B) a License Agreement, and
(ii) to make available to the Company on a
non-exclusive basis, to the extent requested by the Members Committee
pursuant to a Majority Vote and approved by Modis, such other assets,
facilities and services as the Members Committee may reasonably request at
any time (such assets, facilities and services being the " Modis Dedicated
Assets"). The Company shall have no right to the earnings or other financial
results of any such dedicated assets.
(c) Cayenta. Cayenta hereby agrees:
(i) to enter into (A) a License Agreement, and
(B) a Management Services Agreement, and
(ii) to make available to the Company on a
non-exclusive basis , to the extent requested by the Members Committee and
approved by Cayenta, such other assets, facilities and services as the
Members Committee may reasonably request at any time (such assets, facilities
and services being the "Cayenta Dedicated Assets"). The Company shall have no
right to the earnings or other financial results of any such dedicated assets.
(d) All parties shall have the right of first refusal
to provide any and all personnel for internal and external development
activities, projects, or maintenance requirements for all areas outlined in
the Company's Service Level Agreement.
(e) Compensation.
(i) The Company shall pay SEIS, Modis and
Cayenta the amounts due them in accordance with the Management Services
Agreement or the License Agreement to which such Member shall be a party. All
licenses granted to the Company under the License Agreements shall be
royalty-free.
(ii) The Company shall pay SEIS, Modis and
Cayenta an amount for the use of the SEIS Dedicated Assets, the Modis
Dedicated Assets or the Cayenta Dedicated Assets, respectively.
(iii) The Members Committee shall adopt
guidelines to calculate costs under Related Agreements and for use of
Dedicated Assets. Such guidelines shall not include as
7
<PAGE>
a cost salaries and benefits of senior executives of such Member. Within five
Business Days of the last day of each month, each Member shall notify the
Company in writing of the compensation due for services under its Related
Agreement and for the use of its Dedicated Assets, during the preceding
month. Should the Company not pay said sum, or any part thereof, within 30
calendar days from the date of the monthly invoice (A) interest at the
Interest Rate shall be additionally due and owing on the unpaid balance from
the date past due and (B) the Member to which such sum is owed shall,
effective 30 days following the delivery of written notice to the Company,
have no further obligation pursuant to its Related Agreement to perform
thereunder or pursuant to Section 4.02 to make available to the Company any
of its Dedicated Assets until such unpaid balance plus all accrued interest
shall have been paid; provided, that no Member shall be relieved of any of
its obligations pursuant to a Related Agreement to perform such services or
pursuant to this Section 4.02 to make available its Dedicated Assets if,
following the delivery of written notice pursuant to this clause (B) but
prior to 30 days following such delivery, the Company shall deliver to the
relevant Member written notice setting forth in reasonable detail why the
Company in good faith believes no unpaid amount is owed pursuant to its
Related Agreement or this Section 4.02. Such Member will research the items
in question and resolve any differences with the Company. In the event any
amount that was paid by the Company was not properly owed, then within 30
days after the delivery of such notice, the Company shall be reimbursed that
amount with interest at the Interest Rate from the date the original payment
was received until the adjustment was refunded. Upon the dissolution and
winding up of the Company, each Member will bill the Company for the actual
costs it incurred since the last billing under the terms and conditions
mentioned above and the Company shall pay promptly such Member.
(f) Audit Rights. The Company shall conduct an annual
audit to examine the costs, payments, and/or settlements charged to the
Company pursuant to Section 4.02(d) in respect of Related Agreements and
Dedicated Assets. Such audit shall take place in the first quarter of each
year for the immediately preceding year and be conducted by the Auditors who
shall report the findings to the Member's Committee no later than April 15 of
each year. By unanimous vote the Members may elect not to conduct such audit.
In any event each Member reserves the right to designate its own employee
representative, or its contracted representative, who shall have the right to
audit and to examine any cost, payment, settlement, or supporting
documentation charged to the Company pursuant to Section 4.02(d) in respect
of any other Member's Related Agreement or Dedicated Assets. Any such audit
shall be undertaken at the expense of the party requesting such audit at
reasonable times and in conformance with generally accepted auditing
standards. The Company and each Member agree to fully cooperate with any such
audit. The right to audit shall extend during the term of this Agreement and
for a period of two years following the date of final payment by the Company
to such Member. Each Member and its respective Affiliates shall retain all
necessary records/documentation for two years, or such longer period as may
be required by order, law, regulation or rule, after the year to which they
pertain. Each Member and the Company will be notified in writing of any
exception taken as a result of an audit. If the auditing Member and the
audited Member agree that the Company has been overcharged with regard to the
audited Member's Related Agreement or Dedicated Assets, such Member shall
refund the agreed upon amount plus interest to the Company within
8
<PAGE>
30 days (or, alternatively, with prior written approval of the Company,
deduct the dollar amount from the next invoice submitted to the Company). In
the event agreement is not reached within 30 days of delivery of the notice
referred to above, the matter shall be referred to the Auditors who shall
decide such matter within 60 days of such referral. The fees of the Auditors
in connection with such matter shall be paid by the party against which the
Auditors decide. Interest will be computed at the Interest Rate from the date
the excess payment was made by the Company until the repayment or offset was
made.
SECTION 4.03 Additional Funding.
(a) In the event that the Members Committee determines
pursuant to a Majority Vote that additional capital or credit support is
required by the Company, it will be funded through any or a combination of
the following mechanisms at the option of the Members Committee:
(i) pursuant to a Majority Vote through
revolving credit facilities or other credit support from third parties (such
as banks);
(ii) pursuant to a Majority Vote through
credit support, subject to availability, from SEIS and/or its Affiliates (by
means of guaranty or otherwise);
(iii) pursuant to a Unanimous Vote through
additional capital contributions made by all Members at the same ratio as the
initial capital contributions. Unless approved by Unanimous Vote the maximum
additional capital contribution, shall be [...***...] for SEIS; [...***...]
for Modis and [...***...] for Cayenta. Unless a Member fails to make its
capital contribution hereunder, in which case such Member shall be subject to
the terms of Section 4.04 herein, such contributions shall increase the
number of Membership Units of each Member by the ratio of the additional
capital contribution to the initial capital contribution.
(iv) pursuant to a Unanimous Vote through
Member loans by each of SEIS, Modis and Cayenta and/or their Affiliates (a
schedule of anticipated Member loans including repayment terms will be
developed by the Company after six months of operation hereunder); it being
understood that such Member loans shall not exceed an aggregate of [...***...]
and [...***...], and [...***...] respectively, for the first six months
after the date hereof; or
(v) pursuant to a vote of the majority of the
Members representing at least the majority of the outstanding Member Units
through additional cash capital contributions made by existing Members, who
elect to make such additional contributions, or new member(s).
(b) In the event that such funding is to be made in
the form of Member loans or credit support, the Company shall notify SEIS,
Modis, and/or Cayenta, as the case may be, of the Member loans to be made or
credit support to be provided, pursuant to this Section 4.03 by delivering a
written notice to SEIS, Modis and/or Cayenta, specifying the aggregate amount
of
* CONFIDENTIAL TREATMENT REQUESTED
9
<PAGE>
Member loans to be made by each of them. In each case, the obligation of
SEIS, Modis and/or Cayenta to make Member loans or provide credit support, as
the case may be, as determined by the Members Committee, shall be subject to
and conditioned on the Company meeting funding criteria. The Members expect
that the funding criteria will be established by the Members Committee prior
to January, 2000 and reviewed and revised by the Members Committee from time
to time based on the then current operations and business plans of the
Company. The amount of Member loans to be made by SEIS, Modis and/or Cayenta
shall be the product of (A) the aggregate amount of Member loans to be made
and (B) a fraction, the numerator of which shall be the aggregate number of
Membership Units owned by SEIS, Modis, or Cayenta, as the case may be, and
the denominator of which shall be the number of outstanding Membership Units
owned by the parties. The Member loans to be made by SEIS, Modis and Cayenta
shall be made in such amount as is specified in such notice in immediately
available funds by wire transfer or other similar means to a bank account
designated by the Company in such notice prior to the close of business on
the fifth Business Day following the date of delivery of such notice. Subject
to paragraphs (c) and (d) below, each Member loan shall be on such terms as
to repayment and otherwise as the Members by a Majority Vote shall agree.
(c) The Company shall, on demand, reimburse SEIS,
Modis, Cayenta and/or their Affiliates, as the case may be, for all costs and
expenses directly incurred by them in providing any Member loan, credit
support or other extension of credit to or for the benefit of the Company and
reimburse them for all amounts payable to third parties in connection with
each such extension of credit provided by them. The Company shall compensate
SEIS, Modis, and Cayenta for any Member loans made by them and for funds
advanced under credit support and the extensions of credit to or for the
benefit of the Company by SEIS and/or its Affiliates on a quarterly basis
until repaid in full together with interest thereon, by the payment of
interest at the Interest Rate calculated from the date each loan or advance
is made until the date all outstanding principal and interest thereon is paid
in full. Member loans and funds advanced under credit support or other
extension of credit for the Company shall be repaid, in inverse order of
maturity, in equal quarterly installments over such period of time as
approximately two (2) years, provided, that, in addition to repayment of such
amounts in such equal quarterly installments, the Company shall make
mandatory prepayments out of Net Distributable Cash in respect of such Member
loans and funds advanced under credit support or other extension of credit
for the Company each quarter in an amount determined in accordance with
Section 8.05(a)(iii) hereof (after giving effect to any distributions called
for by clauses (i) or (ii) thereof), and upon withdrawal of such Member its
Member loans and credit supports and other extensions of credit for the
Company shall be repayable on the same terms as if such Member did not so
withdraw. For purposes hereof, a borrowing by SEIS, Modis, and/or Cayenta to
fund a Member loan or credit support or otherwise provide liquidity to or for
the benefit of the Company, or the extension to the Company of credit as an
unmargined line shall, in every instance, be treated as a Member loan.
(d) Notwithstanding any other provisions in this
Agreement, the obligations of the Members pursuant to this Section 4.03 shall
not be, and shall not be deemed to be, a guaranty, maintenance or support
agreement or other similar agreement, or under any circumstances utilized to
satisfy the general or other obligations and liabilities of the Company.
10
<PAGE>
SECTION 4.04 Delinquent Members. If SEIS, Modis, or
Cayenta wrongfully fails to timely advance all or any portion of any capital
contributions or Member loans that it has agreed to make pursuant to the
provisions of this Article IV, within 15 days following notice by the Company
to such Member (the "Delinquent Member") of such failure, the Company may
exercise any one or more of the following rights or remedies:
(a) Taking such action as the Managing Members other
than the Delinquent Member deem appropriate to obtain payment or provision by
the Delinquent Member of that portion of its agreed advance or credit support
that is in default, together with interest thereon at the Interest Rate from
the date that such advance or credit support was due until the date that such
advance is made, at the cost and expense of the Delinquent Member; and
(b) Permitting those Members that desire to do so (the
"Non-Delinquent Members") to advance that portion of the advance that is in
default, with the result that, the sum thus advanced shall be determined to
be a loan from the Non-Delinquent Members to the Delinquent Member pursuant
to this Article IV. The loan shall have the following terms: (A) the
principal balance of such loan and all accrued unpaid interest thereon shall
be due and payable in whole within thirty days after written demand therefor
has been given to the Delinquent Member by the Non-Delinquent Members; (B)
the loan shall bear interest at the Interest Rate, from the date that the
loan was made until the date that such loan, together with all interest
accrued thereon, is repaid to the Non-Delinquent Members; (C) all
distributions from the Company that would otherwise be made to the Delinquent
Member are hereby assigned by the Delinquent Member to the Non-Delinquent
Members (whether before or after dissolution of the Company) until the loan
and all interest accrued thereon have been repaid in full to the
Non-Delinquent Members (with all such payments being applied first to
interest earned and unpaid and then to principal); and (D) the Non-Delinquent
Members shall have the right, in addition to the other rights and remedies
granted to them pursuant to this Agreement or available to them at law or in
equity, to take such action as the Non-Delinquent Members deem appropriate to
obtain payment by the Delinquent Member of the principal balance of such loan
and all accrued and unpaid interest thereon, at the cost and expense of the
Delinquent Member.
SECTION 4.05 Status of Capital Contributions.
(a) No Member shall receive any interest, salary or
drawing with respect to its Capital Contributions or its Capital Account or
for services rendered on behalf of the Company or otherwise in its capacity
as a Member, except as otherwise specifically provided in this Agreement or
in the Management Services Agreements, or License Agreements. Except as
otherwise expressly provided herein, no Member will be permitted to borrow,
make an early withdrawal of, or demand or receive a return of any Capital
Contributions. Under circumstances requiring a return of any Capital
Contributions, except as otherwise expressly provided in this Agreement, no
Member will have the right to receive property other than cash.
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(b) Except as otherwise provided herein, the Members
shall be liable only to make their Capital Contributions and Member loans and
other credit support pursuant to this Article IV, and no Member shall
otherwise be required to lend any funds to the Company or, after a Member's
Capital Contributions have been fully paid pursuant to this Article IV, to
make any additional capital contributions to the Company. No Member shall
have any personal liability for the repayment of any Capital Contribution of
any other Member or Transferee. A Member's obligation to contribute capital
to the Company is conditional (within the meaning of Section 18-502(b) of the
Delaware Act), payable only to the extent, and only in such amounts, required
to be paid to the Company pursuant to this Agreement. Notwithstanding any
other provision in this Agreement, the obligations of the Members pursuant to
this Section 4.05 shall not be, and shall not be deemed to be, a guaranty,
maintenance or support agreement or other similar agreement, or under any
circumstances utilized to satisfy the general or other obligations and
liabilities of the Company.
SECTION 4.06 Capital Accounts.
(a) An individual Capital Account shall be established
and maintained for each Member.
(b) The Capital Account of each Member shall be
maintained in accordance with the substantial economic effect and special
rule provisions of Regulations Sections 1.704-1(b)(2) and 1.704-2 and the
following provisions:
(i) to each Member's Capital Account there
shall be credited such Member's Capital Contributions, such Member's
distributive share of Net Profits, any items in the nature of income or gain
that are specially allocated to such Member pursuant to Article VII and the
amount of any Company liabilities that are assumed by such Member or that are
secured by any Company assets distributed to such Member;
(ii) to such Member's Capital Account there
shall be debited the amount of cash and the Asset Value of any Company assets
distributed to such Member pursuant to any provision of this Agreement, such
Member's distributive share of Net Losses, any items in the nature of
deductions or losses that are specially allocated to such Member pursuant to
Article VII and the amount of any liabilities of such Member that are assumed
by the Company or that are secured by any property contributed by such Member
to the Company;
(iii) in the event all or some of a Member's
interest in the Company is assigned in accordance with Article X, the
assignee shall succeed to the Capital Account of the assignor to the extent
it relates to the assigned interest; and
(iv) no Member shall be required to pay to the
Company or to any other Member or Person any deficit in such Member's Capital
Account upon liquidation (as such term is defined in Regulations Section
1.704-1(b)(2)(ii)(g)) of its interest in the Company or upon dissolution of
the Company or otherwise.
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ARTICLE V
MEMBERSHIP UNITS
SECTION 5.01 Membership Units. All Membership Units
shall have identical rights in all respects as all other Membership Units
except as otherwise specified in this Agreement. Each Member hereby agrees
that its interest in the Company and in its Membership Units shall for all
purposes be personal property. A Member shall have no interest in specific
Company property.
SECTION 5.02 Initial Membership Units. Effective as of
the date hereof, SEIS shall have an aggregate of [...***...] Membership Units
(the "SEIS Initial Membership Units"), Modis shall have an aggregate of
[...***...] Membership Units (the " Modis Initial Membership Units"), and
Cayenta shall have an aggregate of [...***...] Membership Units (the "Cayenta
Initial Membership Units").
SECTION 5.03 Additional Membership Units. In the event
additional Membership Units shall be issued to an initial Member, or to any
other Person and such Person shall be admitted as a Member in accordance with
Article X, the Chairman (as defined in Section 6.03(a) shall amend Schedule
2.01 accordingly. The Capital Contribution to be made by such Person except
as provided for in 4.03(iii) shall be in the form and amount determined by
Unanimous Vote and the amount of such Capital Contribution shall be credited
to such Person's Capital Account.
ARTICLE VI
MANAGING MEMBERS; MEMBERS COMMITTEE;
MANAGEMENT COMMITTEE; AND OFFICERS
SECTION 6.01 Management by the Managing Members. The
Company shall be managed by the Managing Members.
SECTION 6.02 Power of Managing Members.
(a) The Managing Members shall have the power to
exercise any and all rights or powers granted to the Members pursuant to the
terms of this Agreement. In addition to the foregoing, the Managing Members
shall have the power to exercise any and all other rights or powers of the
Company and do all lawful acts and things as are not directed or required to
be exercised or done by the Company under the Delaware Act or this Agreement.
(b) With respect to the internal management of the
Company, without limiting the authority of the Managing Members, in their
capacities as such, to act for and bind the Company, the Managing Members
shall act through their designees (collectively, the "Representatives") on
the Members Committee, who may be replaced at any time by the Managing Member
that appointed such Representative (with or without cause), subject to
* CONFIDENTIAL TREATMENT REQUESTED
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Section 6.03(a). Any vote or consent to be taken by the Managing Members
shall be taken with the approval of not less than a Majority Vote of the
Members Committee, except as otherwise provided in the Delaware Act or this
Agreement.
SECTION 6.03 Members Committee.
(a) The forum for meetings of the Managing Members
shall be a members committee (the "Members Committee"). Each Managing Member
shall be entitled to be represented at Members Committee meetings by its
Representatives. The total number of Representatives that shall be entitled
to attend Members Committee meetings shall be six, (i) of whom two shall be
designated by SEIS (the "SEIS Representatives"), (ii) two shall be designated
by Modis (the "Modis Representatives") and (iii) two shall be designated by
Cayenta (the "Cayenta Representatives"). In addition, the President of the
Company shall be entitled to participate but not vote in all Members
Committee meetings unless the President is also acting as a Representative of
one of the Managing Members. The Members Committee shall select a chairman
(the "Chairman") from among the SEIS Representatives, who shall preside over
meetings of the Members Committee. The SEIS Representatives shall be
officers, directors or employees of SEIS or its Affiliates, the Modis
Representatives shall be officers, directors or employees of Modis or its
Affiliates, and the Cayenta Representatives shall be officers, directors or
employees of Cayenta or its Affiliates. The initial SEIS Representatives,
Modis Representatives and Cayenta Representatives are named on Schedule 6.03.
The number of Representatives in the Members Committee may be amended by
unanimous vote of the Members to accommodate new Members.
(b) In addition to the Members' Representatives,
officers, directors, employees or other representatives (including the
accountants, attorneys and/or financial advisors) of a Member and its
Affiliates shall be permitted to attend Members Committee meetings as
observers, in accordance with non-discriminatory rules to be adopted by the
Members Committee.
(c) The Members Committee shall meet no less
frequently than semi-annually at such place and time as shall be determined
by Majority Vote. Special meetings of the Members Committee, to be held at
the offices of the Company as above provided (or such other place as shall be
agreed by Majority Vote), shall be called at the direction of the Chairman or
a Managing Member upon not less than five Business Days' notice given by the
Chairman.
(d) With respect to quarterly meetings and special
meetings, not later than five Business Days before each such meeting the
Chairman shall deliver to each Managing Member, together with the notice of
each such meeting, an agenda specifying in reasonable detail the matters to
be discussed at the applicable Members Committee meeting. Any Managing Member
that wishes to have any additional matter discussed at any such meeting,
shall give to the Chairman and each other Managing Member not later than two
Business Days prior to any such meeting, notice of each matter it so wishes
to discuss.
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(e) At any meeting of the Members, every Member
entitled to vote may vote or attend in person or by proxy.
(f) A quorum shall be at least one Representative of
each Member. Notwithstanding the above, if a Member has not attended two
consecutive duly noticed Member Meetings and does not attend the subsequent
duly noticed meeting(s), such Member will be deemed to be present so that a
quorum will be considered present. For any vote of the Members at such
meeting the votes of the absent Member shall be cast to concur with the
majority vote of the Members who are present.
(g) For each Membership Unit (or fraction thereof) of
a Member, such Member shall be entitled to one vote (or a corresponding
fractional vote). Member's votes may be cast by any one of its
Representatives.
(h) Any one or more Members or Representatives or any
committee thereof may participate in a meeting of such Members, Members
Committee or other committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall
constitute presence in person at the meeting.
SECTION 6.04 Approval Required.
(a) Except as expressly required by the Delaware Act
or by this Agreement, no vote, consent or authorization of the Members shall
be required for the taking of any action on behalf of or with respect to the
Company. The Members Committee shall have authority with respect to all
aspects of the operation of the Company. Except as otherwise provided in the
Delaware Act or in this Agreement, action required to be approved by vote of
the Members or Members Committee shall be authorized if approved by a
Majority Vote. Except as otherwise provided herein, in every instance where
this Agreement requires the consent or authorization of Members or of any
particular group of Members, such consent or authorization need not be in
writing.
(b) Without limiting the generality of the foregoing,
the Company shall not take any of the following actions except pursuant to an
Unanimous Vote:
(i) the conduct by the Company of any
business other than, or the engagement by the Company in any transaction not
substantially related to, the Company Business; it being understood that the
approval of the modification or expansion of Company Business or any
component thereof, shall not by itself modify or expand the scope of Section
14.01;
(ii) the amendment or restatement of the
Articles, except as otherwise permitted pursuant to Section 17.12;
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(iii) the admission of a Member and the
approval of any Transfer by a Member of a Membership Interest or Member loan,
except as otherwise permitted pursuant to Section 10.01(a);
(iv) the sale, transfer, lease, sublease,
license or other disposition by the Company to a third party of any material
property or asset, real, personal or mixed (including leasehold interests and
intangible assets other than in the ordinary course of the Company's
Business); or grant a Lien on any assets of the Company, other than pursuant
to Section 4.03(d);
(v) the authorization, issuance, sale,
acquisition, repurchase or redemption by the Company of any Membership Units
or other equity interest (or option, warrant, conversion or similar right
with respect to any equity interest) in or of the Company, including but not
limited to, the establishment of a Membership Unit option plan and the
granting of options or other rights thereunder;
(vi) the merger or consolidation with, or
acquisition of an interest in, any Person other than in the ordinary course
of the Company Business, or the acquisition of a substantial portion of the
assets or business of any Person or any division or line of business thereof
other than in the ordinary course of the Company Business, or any other
acquisition of material assets not in the ordinary course of the Company
Business, or the entering into of any joint venture, partnership or similar
arrangement;
(vii) the assumption or guarantee of any Debt
of any third party, other than of Members with respect to obligations
incurred in accordance with a Related Agreement or a Member loan, credit
support or other extension of credit to or for the benefit of the Company as
contemplated by Section 4.03;
(viii) the commitment to any capital expenditure
in excess of $5 million;
(ix) other than pursuant to the types of
contracts described in clause (c)(vi) below and as contemplated by Section
4.03, the entering into by the Company of any agreement, contract or
arrangement pursuant to which the Company is obligated to pay or entitled to
receive payments in excess of $5,000,000 over the term of such contract;
(x) the entering into, or amendment of, any
(1) agreement, arrangement or transaction, including a Related Agreement,
with any officer, Affiliate or Member of the Company (or any relative,
beneficiary, employee or Affiliate of such person), (2) any arrangement that
would obligate the Company to pay any employee in excess of $350,000 per
year, or (3) any arrangement that would obligate the Company to pay any
employee compensation based on the net profits, revenues or gross sales of
the Company or any other contingent basis;
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(xi) the commencement or settlement of any
litigation for an amount in excess of $1 million in any such commencement or
settlement or series of relate commencements or settlements; or
(xii) any change in the number of, or method of
designating, Representatives on the Members Committee;
(xiii) the appointment of any President, chief
executive officer, or chief financial officer;
(xiv) (1) the dissolution, liquidation or
winding up of the Company, or
(2) the commencement of a voluntary
proceeding seeking reorganization or other similar relief;
(c) To avoid confusion, the Company shall be entitled
to take any of the following actions pursuant to a Majority Vote:
(i) any determination with respect to, or the
sending of any notice to SEIS, Modis, and Cayenta requesting, additional
capital contributions, credit support or Member loans pursuant to Section
4.03;
(ii) other than pursuant to the types of
contracts described in clause (vii) below, the incurrence, issuance,
assumption or refinancing of any Debt of the Company if the aggregate amount
of such Debt and all other outstanding Debt of the Company exceeds
$5,000,000, other than Member loans, credit supports or other extensions of
credit to or for the benefit of the Company as contemplated by Section 4.03;
(iii) the declaration, making or payment of any
dividend or distribution (whether in cash, securities or other property) to
the Members or otherwise;
(iv) the termination of any President, Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, General
Manager, President or Senior Vice President, or any person who performs
similar functions, or the selection or replacement of the independent
auditors of the Company; the appointment of any Chief Operating Officer,
General Manager, President or Senior Vice President, or any person who
performs similar functions;
(v) unless required by law or a change in
GAAP, the making of any material change in the accounting methods of the
Company;
(vi) the initial public offering of securities
by the Company or the Conversion of the Company into a Corporation in
connection therewith or otherwise, including the authorization, issuance and
sale by the Company of any Membership Unit or other equity
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interest (or option, warrant, conversion or similar right with respect to any
equity interest) in or of the Company in connection therewith.
(d) To avoid confusion, the President and/or Chief
Financial Officer of the Company are authorized to enter into contracts and
commitments on behalf of the Company up to a maximum $1 million and the
Management Committee is authorized to enter into such contracts and
commitments up to a maximum of $5 million, without obtaining approval from
the Members Committee.
SECTION 6.05 Management Committee.
(a) The Members Committee may, by resolution passed by
a Majority Vote, appoint a Management Committee of three members, to serve at
the pleasure of the Members Committee, to consist of one member designated by
each Member, including as one of such three members, the President of the
Company. Each designee of a Member shall also be one of its Representatives.
The Chairman of the Management Committee, who shall preside over meetings of
the Executive Committee, shall be the President. The initial members of the
Management Committee are named on Schedule 6.03. Any member of the Management
Committee may be removed or replaced by the Member that designated such
member.
(b) In addition to the members of the Management
Committee, designees, officers, directors, employees or other representatives
(including the accountants, attorneys and/or financial advisors) of a Member
and its Affiliates shall be permitted to attend Management Committee meetings
as observers, in accordance with non-discriminatory rules to be adopted by
the Management Committee.
(c) The Management Committee shall, by a vote of a
majority of its members, fix its own times and places of meeting, and
prescribe its own rules of procedure, no change in which shall be made save
by a majority vote of its members; provided, that no such rule shall be
inconsistent with any provision of this Agreement.
(d) During the intervals between the meetings of the
Members Committee, except as otherwise provided by the Members Committee in
the resolutions establishing the Management Committee or otherwise, the
Management Committee shall possess and may exercise all the powers of the
Members Committee in the management and direction of the business and affairs
of the Company which are legally delegable to a committee of Members;
provided, that the Management Committee shall not have the power to take any
of the actions that require a Unanimous Vote or Majority Vote of the entire
Members Committee pursuant to Section 6.04. All action taken by the
Management Committee shall be subject to review, amendment and repeal by the
Members Committee; provided, that no rights of third parties shall be
adversely affected by any such review, amendment or repeal. A quorum shall be
at least two-thirds (2/3) of all members of the Management Committee.
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SECTION 6.06 Action by Written Consent. Any action
required or permitted to be taken by the Managing Members, the Members
Committee or the Management Committee, either at a meeting or otherwise, may
be taken without a meeting if Managing Members or Representatives having not
less than the same voting power required to approve such action at a meeting
of the Managing Members, the Members Committee or the Management Committee,
as the case may be, consent in writing and the writing or writings are filed
with the minutes of proceedings of the Managing Members, the Members
Committee or the Management Committee, as the case may be. At least two
Business Days prior to the effectiveness of any such action, written consent
will be given by the President or Secretary of the Company to those Managing
Members who have not consented in writing.
SECTION 6.07 Telephonic Meetings. Managing Members and
Representatives may participate in a meeting of the Managing Members, the
Members Committee or the Management Committee, as the case may be, by means
of a conference telephone or similar communications equipment through which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such
meeting.
SECTION 6.08 Company Minutes. The decisions and
resolutions of the Members, the Members Committee and the Management
Committee shall be reported in minutes, which shall state the date, time and
place of the meeting (or the date of the written consent in lieu of meeting),
the Members or Representatives, as the case be, present at the meeting, the
resolutions put to a vote (or the subject of a written consent) and the
results of such voting (or written consent). The minutes shall be entered in
a minute book kept at the principal office of the Company and a copy of the
minutes shall be provided to each Managing Member. All action by the
Management Committee shall be reported promptly to the Members Committee.
SECTION 6.09 No Reimbursements. Except as set forth in
this Agreement or in any Related Agreement, or otherwise agreed upon by the
Members Committee, the Company shall not reimburse the Members for any
expenses incurred by the Members on behalf of the Company.
SECTION 6.10 Partition. Until termination of the
Company, each Member hereby specifically renounces, waives and forfeits all
rights, whether arising under contract or statute or by operation of law, to
seek, bring or maintain any action in any court of law or equity for
partition of the Company, or any interest which is considered to be Company
assets, regardless of the manner in which title to any such assets may be
held.
SECTION 6.11 Officers.
(a) The Company shall have employees or agents who are
denominated as officers (including, but not limited to a President, one or
more Vice-Presidents, a Chief Financial Officer or a Treasurer, one or more
Assistant Treasurers, a Secretary, and one or more Assistant
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Secretaries), as the Members Committee may designate from time to time (the
"Officers"). The initial chief executive officer of the Company shall be the
President. The President shall be a designee of SEIS.
(b) The Officers shall be responsible for implementing
the decisions of the Members Committee and Management Committee and for
conducting the ordinary and usual business and affairs of the Company,
including, subject to the policies and limitations established by, and the
supervision of, the Members Committee or Management Committee and subject to
the terms of this Agreement, including, without limitation, Section 6.04:
(i) the making of tax, regulatory and other
filings, or rendering of periodic or other reports to governmental or other
agencies having jurisdiction over the business or assets of the Company;
(ii) the acquisition or disposition of assets
in the ordinary course of the Company Business;
(iii) the use of the assets of the Company
(including, without limitation, the financing of the conduct of the
operations of the Company, the lending of funds to other Persons and the
repayment of obligations of the Company);
(iv) the maintenance of insurance for the
benefit of the Members and the Company; and
(v) the control of any matters affecting the
rights and obligations of the Company, including, without limitation, the
bringing and defending of actions at law or in equity and otherwise engaging
in the conduct of litigation and the incurring of legal expenses and
settlement of claims and litigation up to $250,000 in amount.
(c) The Officers shall be entitled to receive for
their services to the Company such compensation as may be determined by the
Members Committee from time to time, such compensation to be paid by the
Company. The Officers shall at all times be subject to the supervision and
control of the Members Committee and shall conform to policies and programs
established by the Members Committee, and the scope of the Officers'
authority shall be limited to such policies and programs. The acts of the
Officers shall bind the Company when conducted within the scope of the
authority of such Officers. Except as otherwise authorized by the Members
Committee or the President, no other Person shall have authority to bind or
act for, or assume any obligations or responsibilities on behalf of, the
Company. The Officers shall keep the Members Committee informed as to all
matters of concern to the Company.
(d) Nothing in this Section 6.11 shall be construed so
as to limit the authority of the Managing Members, in their capacities as
such, to act for and bind the Company.
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ARTICLE VII
ALLOCATIONS; TAX MATTERS
SECTION 7.01 Allocations.
(a) The Company's Net Profits and Net Losses, subject
to the special allocations pursuant to Sections 7.02 and 7.03, shall be
allocated for each fiscal year to the Members as follows:
(i) the Company's Net Profits shall be
allocated to the Members pro rata in accordance with the number of Membership
Units owned by each Member; and
(ii) the Company's Net Losses shall be
allocated to the Members, pro rata in accordance with the number of
Membership Units owned by each Member.
(b) Notwithstanding anything to the contrary in
Section 7.01(a), in the event of the winding up and dissolution of the
Company pursuant to Section 11.04 hereof, Net Profit and Net Losses (and
items of gross income, loss or deduction, if necessary), including gain or
loss realized by the Company upon the sale (or deemed sale) of its property
or assets, shall be allocated to the extent possible, subject to the special
allocations of Sections 7.02 and 7.03, in a manner so as to cause the Capital
Accounts of the Members to equal the amounts due the respective Members in
accordance with the provisions of Section 11.04.
SECTION 7.02 Special Allocations.
(a) Minimum Gain Chargeback. Except as otherwise
provided in Section 1.704-2(f) of the Regulations, notwithstanding any other
provision of this Article VII, if there is a net decrease in Company Minimum
Gain during any fiscal year, each Member shall be specially allocated items
of Company income and gain for the fiscal year (and, if necessary, subsequent
fiscal years) in an amount equal to such Member's share of the net decrease
in Company Minimum Gain, determined in accordance with Regulations Section
1.704-2(g). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in
accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations.
This Section 7.02(a) is intended to comply with the minimum gain chargeback
requirement in Section 1.704-2(f) of the Regulations and shall be interpreted
consistently therewith.
(b) Member Minimum Gain Chargeback. Except as
otherwise provided in Section 1.704-2(i)(4) of the Regulations,
notwithstanding any other provision of this Section 7, if there is a net
decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member
Nonrecourse Debt during any Allocation Year, each Member who has a share of
the Member Nonrecourse Debt, determined in accordance with Section
1.704-2(i)(5) of the Regulations, shall be specially allocated items of
Company income and gain for such Allocation Year (and, if necessary,
subsequent Allocation Years) in an amount equal to such Member's share of the
net
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decrease in Member Nonrecourse Debt, determined in accordance with
Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous
sentence shall be made in proportion to the respective amount required to be
allocated to each Member pursuant thereto. The items to be so allocated shall
be determined in accordance with Sections 1.704-2(i)(4) of the Regulations.
This Section 7.02(b) is intended to comply with the minimum gain chargeback
requirement in Section 1.704-2(i)(4) of the Regulations and shall be
interpreted consistently therewith.
(c) Qualified Income Offset. In the event any Member
unexpectedly receives any adjustments, allocations or distributions described
in Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or
1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company gross income and
gain shall be specially allocated to each such Member in an amount and manner
sufficient to eliminate, to the extent required by the Regulations, the
Adjusted Capital Account Deficit of such Member as quickly as possible;
provided, that an allocation pursuant to this Section 7.02(c) shall be made
only if and to the extent that such Member would have an Adjusted Capital
Account Deficit after all other allocations provided for in this Article VII
have been tentatively made as if this Section 7.02(c) were not in the
Agreement.
(d) Gross Income Allocation. In the event any Member
has a deficit Capital Account at the end of any fiscal year which is in
excess of the sum of (i) the amount such Member is obligated to restore
pursuant to any provision of this Agreement, and (ii) the amount such Member
is deemed to be obligated to restore pursuant to the penultimate sentences of
Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall
be specially allocated items of Company gross income and gain in the amount
of such excess as quickly as possible; provided, that an allocation pursuant
to this Section 7.02(d) shall be made only if and to the extent that such
Member would have a Adjusted Capital Account Deficit in excess of such sum
after all other allocations provided for in this Article VII have been made
as if Section 7.02(c) and this Section 7.02(d) were not in the Agreement.
(e) Nonrecourse Deductions. Nonrecourse Deductions for
any fiscal year shall be allocated to the Members, pro rata, in accordance
with the number of Membership Units owned by such Member.
(f) Member Loan Deductions. All items of Company gross
deduction and loss attributable to a Member loan which constitutes partner
nonrecourse debt within the meaning of Regulations Section 1.704-2(b)(4)
shall be allocated to the Member or Members that bear the economic risk of
loss for such loan in accordance with Regulations Section 1.704-2(i)(1).
(g) Net Losses Limitation. The Net Losses and items of
Company gross deduction or loss allocated pursuant to Sections 7.01 and 7.02
shall not exceed the maximum amount of Losses and items of deduction and loss
that can be so allocated without causing any Member to have an Adjusted
Capital Account Deficit at the end of any Fiscal Year. All Net Losses and
items of Company gross deduction or loss in excess of the limitations set
forth in this
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Section 7.02 shall be allocated to the Members who do not have Adjusted
Capital Account Deficit in proportion to their Adjusted Capital Accounts.
SECTION 7.03 Curative Allocations. The allocations set
forth in Section 7.02 hereof (the "Regulatory Allocations") are intended to
comply with certain requirements of the Regulations. It is the intent of the
Members that, to the extent possible, all Regulatory Allocations shall be
offset either with other Regulatory Allocations or with special allocations
of other items of Company income, gain, loss or deduction pursuant to this
Section 7.03. Therefore, notwithstanding any other provision of this Article
VII (other than the Regulatory Allocations), the Members shall make such
offsetting special allocations of Company income, gain, loss or deduction in
whatever manner they determine appropriate so that, after such offsetting
allocations are made, each Member's Capital Account balance is, to the extent
possible, equal to the Capital Account balance such Member would have had if
the Regulatory Allocations were not part of the Agreement and all Company
items were allocated pursuant to this Article VII without regard to the
Regulatory Allocations. In exercising their discretion under this Section
7.03, the Members shall take into account future Regulatory Allocations under
Section 7.02 that, although not yet made, are likely to offset other
Regulatory Allocations previously made under Section 7.02.
SECTION 7.04 Other Allocation Rules.
(a) Solely for purposes of determining the Members'
proportionate share of the "excess nonrecourse liabilities" of the Company
within the meaning of Regulations Section 1.752-3(a)(3), the Members'
interests in Company profits are in proportion to their ownership of
Membership Units.
(b) To the extent permitted by Section 1.704-2(h)(3)
of the Regulations, the Members shall endeavor to treat distributions of cash
as having been made from the proceeds of a nonrecourse liability only to the
extent that such distributions would cause or increase an Adjusted Capital
Account Deficit for any Member.
(c) If the number of Membership Units owned by any
Member changes during the fiscal year, the Company's Net Profits and Net
Losses for that fiscal year shall be allocated evenly among each day of the
fiscal year, and each Members' share of Net Profits and Net Losses for such
fiscal year shall be the sum of its shares of the Net Profits and Net Losses
for each day during the fiscal year.
SECTION 7.05 Tax Allocation.
(a) In accordance with Code Section 704(c) and the
Regulations thereunder, income, gain, loss, and deduction with respect to any
property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the Members so as to take account of any
variation between the adjusted basis of such property to the Company for
Federal income tax purposes and its initial Asset Value (computed in
accordance with the definition of Asset Value).
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(b) In the event the Asset Value of any Company asset
is adjusted pursuant to subparagraph (ii) of the definition of Asset Value,
subsequent allocations of income, gain, loss, and deduction with respect to
such asset shall take account of any variation between the adjusted basis of
such asset for Federal income tax purposes and its Asset Value in the same
manner as under Code Section 704(c) and the Regulations thereunder.
(c) Any elections or other decisions relating to such
allocations shall be made by the tax matters Member in any manner that
reasonably reflects the purpose and intention of this Agreement. Allocations
pursuant to this Section 7.05 are solely for purposes of Federal, state, and
local taxes and shall not affect, or in any way be taken into account in
computing, any Member's Capital Account or share of Net Profit, Net Losses,
other items, or distributions pursuant to any provision of this Agreement.
(d) Except as otherwise provided in this Agreement,
all items of Company gain, loss, deduction, and any other allocations not
otherwise provided for shall be divided among the Members in the same
proportion as they share Net Profit or Net Losses, or amounts specially
allocated pursuant to Section 7.02 or 7.03 hereof, as the case may be, for
the fiscal year.
SECTION 7.06 Tax Decisions.
(a) The Company shall file as a partnership for
Federal and state income tax purposes. All elections required or permitted to
be made by the Company, and all other tax decisions and determinations
relating to Federal, state or local tax matters, shall be made by the tax
matters Member, in consultation with the Managing Members and the Company's
attorneys and/or accountants. Tax audits, controversies and litigations shall
be conducted under the direction of the tax matters Member. The tax matters
Member shall submit to the Members, for their review and comment, any
settlement or compromise offer with respect to any disputed item of income,
gain, loss, deduction or credit of the Company. SEIS shall be the initial tax
matters Member within the meaning of Section 6231(a)(7) of the Code. The tax
matters Member shall furnish to the Members a copy of all notices or other
written communications received by the tax matters Member from the Internal
Revenue Service or any state of local taxing authority. The tax matters
Member shall cause all tax returns of the Company to be timely filed. Copies
of such returns shall be kept at the Company's principal place of business or
at such other place as the tax matters Member shall determine and shall be
available for inspection by the Members or their duly authorized
representatives during regular business hours. The tax matters Member shall
distribute to each of the Members, as soon a practicable after the end of the
fiscal year of the Company, information with respect to the Company necessary
for each Member to prepare its Federal, state and local tax returns.
(b) The Managing Members may, by Majority Vote, amend
the provisions of this Agreement relating to the manner in which tax items
are allocated to the extent necessary to comply with Regulations Sections
1.704-1(b) and 1.704-2; provided, however, that any such
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amendment may be made only if it is not likely to have a material effect on
the amounts distributable to any Member pursuant to Article XI hereof upon
the liquidation of the Company.
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ARTICLE VIII
DISTRIBUTIONS
SECTION 8.01 Distributions. The Members Committee, as
determined in accordance with Article VI, may make distributions to the
Members, pro rata in accordance with their respective Membership Units.
SECTION 8.02 Liquidation Distributions. Distributions
made upon liquidation of the Company shall be made as provided in Section
11.04.
SECTION 8.03 Distribution Rules.
(a) All amounts withheld pursuant to the Code or any
provision of any state or local tax law with respect to any payment,
distribution or allocation by the Company to the Members shall be treated as
amounts distributed to the Members pursuant to this Article VIII for all
purposes of this Agreement. The President is authorized and directed to
withhold from distributions, or with respect to allocations, to the Members
and to pay over to any Federal, state or local government any amounts
required to be so withheld pursuant to the Code or any provision of any other
Federal, state or local law and shall allocate such amounts to those Members
with respect to which such amounts were withheld. Promptly upon learning of
any requirement under any provision of the Code or any other applicable law
requiring the Company to withhold any sum from a distribution to a Member or
to make any payment to any taxing authority in respect of such Member, the
Company shall give written notice to such Member of such requirement and, if
practicable and if requested by such Member, shall cooperate with such Member
in all lawful respects to minimize or to eliminate any such withholding or
payment.
(b) A Member shall not have the status of, and is not
entitled to the remedies available to, a creditor of the Company with regard
to distributions on its Membership Units that such Member becomes entitled to
receive pursuant to this Agreement and the Delaware Act.
(c) If any amounts owed by a Member to the Company
pursuant to any of the Related Agreements are then due and payable, the
Company shall have the right to withhold and offset all or part of such
amounts from and against any distributions otherwise payable to such Member.
SECTION 8.04 Limitations on Distributions.
Notwithstanding any provision to the contrary contained in this Agreement,
the Company shall not make a distribution to any Member on account of its
Membership Units, if (i) such distribution would violate Section 18-607(a) of
the Delaware Act or other applicable law, (ii) such distribution would be
made from funds other than Net Distributable Cash, (iii) any costs or
expenses directly incurred by SEIS, Modis, Cayenta and/or their Affiliates in
providing any Member loan, credit support or other extension of credit to or
for the benefit of the Company, or any regular quarterly payment of principal
theretofore due in respect of any such Member loan, credit support or other
extension of credit, or any mandatory prepayment based on Net Distributable
Cash contemplated by the
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proviso in Section 4.03(c) above), or any interest thereon, shall in any such
case be due and remain unpaid, provided that this clause (iii) shall not
prohibit distributions in accordance with Sections 8.05(a)(i) and (ii) prior
to such mandatory prepayments, or if such mandatory prepayment or other
payments shall be made from borrowed funds or otherwise on credit, or (iv)
any amount then due and payable by the Company to any Member pursuant to any
of the Related Agreements remains outstanding and unpaid.
SECTION 8.05 Distribution Priority. Distribution
Priority Distributions (including the payments contemplated by clause (a)(ii)
below which shall not be an equity transaction), other than distributions
upon the liquidation of the Company, and contractual or guaranteed payments,
whether in respect of Net Distributable Cash of the Company or otherwise,
shall be made to the Members as follows and in the following order of
priority:
(a) The following distributions (including the
payments contemplated by clause (ii) below which shall not be an equity
transaction) shall be made each quarter, unless determined otherwise by an
Unanimous Vote of the Members:
(i) After the end of each Fiscal Year, to the
extent permissible pursuant to financing agreements to which the Company is
now or hereafter may become a party, the Company shall distribute to each
Member the aggregate amount by which (A) United States federal and state
income taxes that would be payable by a Member in the highest tax bracket
applicable from time to time to a corporation (and taking into account the
character of such income), with respect to the taxable income and gains of
the Company allocated to such Member for the Fiscal Year of the Company
ending in such year and for all prior Fiscal Years, and after giving effect
to all deductions and losses of the Company allocated to such Member for such
Fiscal Year and prior Fiscal Years, if applicable (and in each case applying
such highest applicable tax brackets thereto), exceeds (B) all amounts
previously distributed (or deemed distributed) to such Member in respect of
its Membership Interest pursuant to this Agreement. Subject to the
limitations set forth above, the Company will, where reasonably practicable,
make distributions on a quarterly basis to facilitate the payment of
quarterly estimated income taxes by the Members, subject to adjustment at or
following the end of such calendar year, as the Company may deem appropriate
(including the right of the Company to require prompt repayment of amounts
distributed under this sentence in excess of that ultimately determined to be
required to be distributed for such period).
(ii) Thereafter, distributions to the Members
will be made in respect of the outstanding balance of all debts and
liabilities of the Company to the Members to whom the same are owed,
including Member loans and amounts payable to withdrawing members pursuant to
Section 10.06, in the ratio of the aggregate outstanding amount owed to each
such Member by the Company, until paid in full.
(b) Thereafter, the following distributions shall be
made if, as and then only to the extent determined from time to time by a
Majority Vote of the Members in the sole and absolute discretion of such
majority in interest:
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(i) Distributions to the Members will be made
in the ratio of their respective Membership Units.
(c) Distributions in connection with the liquidation
of the Company shall be made as provided in Article XI hereof.
ARTICLE IX
BOOKS AND RECORDS; FINANCIAL STATEMENTS
SECTION 9.01 Books and Records; Financial Statements
(a) At all times during the continuance of the
Company, the Company shall maintain separate books of account for the Company
that shall show a true and accurate record of all costs and expenses
incurred, all charges made, all credits made and received and all income
derived in connection with the operation of the Company Business in
accordance with GAAP consistently applied, and, to the extent inconsistent
therewith, in accordance with this Agreement. Such books of account, together
with a complete and correct copy of this Agreement and of the Articles, shall
at all times be maintained at the principal place of business of the Company
and shall be open to inspection and examination at reasonable times by each
Member and its duly authorized representatives for any purpose reasonably
related to such Member's interest in the Company. The books of account and
the records of the Company shall be examined by and reported upon as of the
end of each Fiscal Year by a firm of independent certified public accountants
that shall be selected by the Members Committee from among the five largest
U.S. accounting firms (the "Auditors"). Any Member shall have the right to
have a private audit of the Company books and records conducted at reasonable
times and after reasonable advance notice to the Company for any purpose
reasonably related to such Member's interest in the Company, but any such
private audit shall be at the expense of the Member desiring it, and it shall
not be paid for out of Company funds. Such private right to audit the books
and records of the Company shall also include the right to audit and make
recommendations regarding the internal control systems, policies and
procedures and compliance therewith of the Company.
(b) The President, Chief Financial Officer, Treasurer
or Controller shall prepare and maintain, or cause to be prepared and
maintained, the books of account of the Company and the following financial
information, prepared, in the case of (i)(A), (i)(B) and (i)(C) below in
accordance with GAAP, and in the case of (i)(A), on an accrual basis,
together with an operating report in a form to be determined by the Members
Committee analyzing such information, shall be transmitted by the President,
Chief Financial Officer, Treasurer or Controller to each Member at the times
hereinafter set forth:
(i) Within 60 days after the close of each
Fiscal Year, the following financial statements, examined by and certified to
by the Auditors:
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(A) the balance sheet of the Company as
of the close of such Fiscal Year;
(B) a statement of Company Net Profits
and Net Losses for such Fiscal Year;
(C) a statement of the Company's cash
flows for such Fiscal Year; and
(D) a statement of such Member's Capital
Account as of the close of such Fiscal Year, and changes therein during such
Fiscal Year.
(ii) Within 60 days after the close of each
Fiscal Year, a statement indicating such Member's share of each item of
Company income, gain, loss, deduction or credit for such Fiscal Year for
income tax purposes.
(iii) As soon as available and in any event
within 30 days after the end of each three-month period, balance sheets of
the Company as of the end of such three-month period and statements of income
and Company Net Profits and Net Losses for the period commencing at the end
of the previous fiscal year and ending with the end of such three-month
period, certified by the President, Chief Financial Officer, Treasurer or
Controller of the Company.
(iv) As soon as practicable and in any event
within 20 days following the end of each calendar month, a monthly operating
summary of the Company's activities in a form to be established by the
Members' Committee.
(c) Each Member shall provide to the President, Chief
Financial Officer, Treasurer or Controller upon request tax basis information
about contributed assets and other tax information reasonably requested by
the President, Chief Financial Officer, Treasurer or Controller.
SECTION 9.02 Reporting Requirements. The President
shall furnish or cause to be furnished to each Member:
(a) as soon as possible and in any event within ten
days after the Company has received notice of the occurrence of any default
or event of default continuing on the date of such statement under any
agreement relating to any material obligation of the Company, a statement of
the President setting forth details of such default or event of default and
the action which the President has taken and proposes to take with respect
thereto;
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(b) promptly after the sending or filing thereof,
copies of all material reports that the Company sends to any of its
creditors, and copies of all income tax returns that the Company files with
any federal or state taxing authority;
(c) within 15 days of the filing by the tax matters
Member of the Company's federal tax return (Federal Form 1065), a copy of
Schedule K-1 of Federal Form 1065 reporting the Member's allocable share of
Net Profits, Net Losses and other items of income, gain, deductions or loss
for such Fiscal Year; and, from time to time, such additional information as
the Member may reasonably require for tax purposes;
(d) on a quarterly basis, a copy of the report from
Modis, Cayenta and SEIS pursuant to its Management Services Agreement,
stating, among other things, its current accomplishments, problems/issues,
upcoming events, schedule progress, budget versus actual revenues and
expenses and such other information regarding the condition or operations,
financial or otherwise, of the Company as any Member may from time to time
reasonably request.
ARTICLE X
TRANSFERABILITY AND ADDITIONAL MEMBERS
SECTION 10.01 General Restrictions on Transfer
(a) No Transfer may be made by any Member of all or
any part of its Membership Units in the Company or Member loan except
pursuant to the Unanimous Vote of the Members Committee, except that a Member
may transfer its Membership Units or Member loan to an Affiliate without the
consent of the other Members so long as neither the Company nor any
non-Transferring Member shall incur any additional liability as a result of
such Transfer and the Transferring Member shall not be released from any
liability or obligation under this Agreement or any Related Agreement.
Notwithstanding the foregoing, any Member or Affiliate of a Member may
pledge, hypothecate or grant a Lien on any Member loan in connection with
such Member's financing thereof.
(b) Each time a Member proposes to transfer all or any
part of its Membership Units (or as required by operation of law or other
involuntary transfer to do so), such Member shall first offer such Membership
Units to the Company and the non-transferring Members in accordance with the
following provisions:
(i) Such Member shall deliver a written
notice ("Option Notice") to the Company and the other Members stating such
Member's bona fide intention to transfer such Membership Units, the
Membership Units to be transferred, the purchase price and terms of payment
for which the Member proposes to transfer such Membership Units and the name
and address of the proposed transferee.
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(ii) Within thirty (30) days after receipt of
the Option Notice, the Company shall have the right, but not the obligation,
to elect to purchase all or any part of the Membership Units upon the price
and terms of payment designated in the Option Notice. If the Option Notice
provides for the payment of non-cash consideration, the Company may elect to
pay the consideration in cash equal to the good faith estimate of the present
fair market value of the non-cash consideration offered as determined by the
Management Committee. If the Company exercises such right within such thirty
(30) day period, the Management Committee shall give written notice of the
fact to the transferring and non-transferring Members.
(iii) If the Company fails to elect to purchase
the entire Membership Units proposed to be transferred within the thirty (30)
day period described in Section 10.01(b)(ii), the non-transferring Members
shall have the right, but not the obligation, to elect to purchase any
remaining share of such Membership Units upon the price and terms of payment
designated in the Option Notice. If the Option Notice provides for the
payment of non-cash consideration, such purchasing Members each may elect to
pay the consideration in cash equal to the good faith estimate of the present
fair market value of the non-cash consideration offered as determined by the
Management Committee. Within sixty (60) days after receipt of the Option
Notice, each non-transferring Member shall notify the Management Committee in
writing of its desire to purchase a portion of the Membership Units proposed
to be so transferred. The failure of any Member to submit a notice within the
applicable period shall constitute an election on the part of that Member not
to purchase any of the Membership Units which may be so transferred. Each
Member so electing to purchase shall be entitled to purchase a portion of
such Membership Units in the same proportion that the Units of such Member
bears to the aggregate of the Units of all of the Members electing to so
purchase the Membership Units being transferred. In the event any Member
elects to purchase none or less than all of its pro rata share of such
Membership Units, then the other Members can elect to purchase more than
their pro rata share.
(iv) If the Company and the other Members
elect to purchase or obtain any or all of the Membership Units designated in
the Option Notice, then the closing of such purchase shall occur within
ninety (90) days after receipt of such notice and the transferring Member,
the Company and/or the other Members shall execute such documents and
instruments and make such deliveries as may be reasonably required to
consummate such purchase.
(v) If the Company and the other Members
elect not to purchase or obtain, or default in their obligation to purchase
or obtain, all of the Membership Units designated in the Option Notice, then
the transferring Member may transfer the portion of the Membership Units
described in the Option Notice not so purchased, to the proposed transferee,
providing such transfer is completed within thirty (30) days after the
expiration of the company's and the other Members' right to purchase such
Membership Units, is made on terms no less favorable to the transferring
Member than as designated in the Option Notice. If such Membership Units are
not so transferred, the transferring Member must give notice in accordance
with this Section prior to any other or subsequent transfer of such
Membership Units.
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(c) In the case of permitted Transferees, any
Transferee of a Membership Units (including an Affiliate of the transferor)
shall be admitted as a Member only after such Transferee agrees to assume all
obligations of the transferor hereunder and otherwise be bound by the
provisions of this Agreement.
(d) Any Person that becomes a Member after the date
hereof, accepts, ratifies and agrees to be bound by all actions duly taken
pursuant to the terms and provisions of this Agreement by the Company prior
to the date such Person became a Member and, without limiting the generality
of the foregoing, specifically ratifies and approves all agreements and other
instruments as may have been executed and delivered on behalf of the Company
prior to such date and which are in force and effect on such date.
(e) Each Transfer of all or a part of Membership Units
(other than any Transfer of all or part of Membership Units or any interest
therein upon foreclosure of a security interest created in such Membership
Units) to a permitted Transferee shall entitle such Transferee to share in
such Net Profits and Net Losses, to receive such distributions, and to
receive such allocations of income, gain, loss, deduction or credit or
similar item to which the transferor was entitled, but only to the extent of
the transferred Membership Units. Such Transfer shall also give a permitted
Transferee the right to participate in the management of the Company through
voting or otherwise and any other rights exercisable by a Member or, in the
case of a Transfer by a Managing Member, such Managing Member, subject to the
compliance of such Transferee with the provisions of paragraph (b) above and
the admission of such Transferee as a Member.
(f) Notwithstanding the above, a Managing Member may
transfer up to twenty per cent (20%) of its initial Membership Units to one
or more of its employees. Such Transfer shall entitle such Transferee to
share in such Net Profits and Net Losses, to receive such distributions, and
to receive such allocations of income, gain, loss, deduction or credit or
similar item to which the transferor was entitled, but only to the extent of
the transferred Membership Units. Such Transfer shall not give such employee
Transferee the right to participate in the management of the Company through
voting or otherwise nor any other rights exercisable by a Member.
SECTION 10.02 Recognition of Transfer by Company. No
Transfer of Membership Units, or any part thereof, that is in violation of
this Article X shall be valid or effective, and neither the Company nor the
Members shall recognize the same for the purpose of making distributions
pursuant to Section 8.01 hereof with respect to such Membership Units or part
thereof. Neither the Company nor the non-transferring Members shall incur any
liability as a result of refusing to make any such distributions to the
Transferee of any such invalid Transfer.
SECTION 10.03 Indemnification. In the case of a
Transfer or attempted Transfer of an interest in the Company contrary to the
provisions of Section 10.01 hereof, the parties engaging or attempting to
engage in such Transfer shall indemnify and hold harmless the Company and
each of the other Members from all costs, liabilities or damages that any of
such indemnified Persons may incur (including, without limitation,
incremental tax liability and
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lawyers' fees and expenses) as a result of such Transfer or attempted
Transfer and efforts to enforce terms of this Agreement and the indemnity
granted hereby.
SECTION 10.04 Effective Date of Transfer. Any valid
Transfer of a Membership Units in the Company, or part thereof, shall be
effective as of the close of business on the last day of the calendar month
in which such Transfer occurs. The Company shall, from the effective date of
such Transfer, thereafter pay all further distributions on account of the
Membership Units (or part thereof) so transferred, to the Transferee of such
interest, or part thereof. As between any Member and its Transferee, Net
Profits and Net Losses for the Fiscal Year of the Company in which such
Transfer occurs shall be apportioned for federal income tax purposes in
accordance with any convention permitted under Code Section 706(d) and
selected by the transferring Member and its Transferee.
SECTION 10.05 Additional Transfer Provisions. In the
case of any Transfer under this Article X:
(a) Except as otherwise provided in this Section
10.05, upon the Transfer of the entire Membership Units of a Member, such
Member shall have no further obligations as a Member pursuant to this
Agreement, except that (i) the obligations of such Member pursuant to Section
14.01 shall survive for a period of twelve (12) months after the Transfer in
accordance with the terms thereof and Section 14.04 shall survive
indefinitely, (ii) the obligations of such Member pursuant to Article XV and
Sections 17.02 and 17.10 shall survive for a period of 24 months after the
effective date of such Transfer, unless a claim for indemnification shall
have been made under Section 15.02 prior to the expiration of such 24-month
period, in which case such Member's obligations under Article XV shall
survive until the final disposition of such claim pursuant to a binding
settlement, non-appealable decision of a court of law or otherwise, and (iii)
if such Member shall transfer its Membership Units to an Affiliate, such
Member shall not be released from any liability or obligation under this
Agreement, and for purposes of all provisions of this Agreement which are
based on or calculated with respect to such date of Transfer, including
without limitation, the provisions of Section 10.05(b), 10.06 and 14.01 (but
other than the second sentence of Section 10.04), the date of Transfer shall
be deemed the date such Membership Units shall become owned by a Person other
than the Member or an Affiliate. The contractual rights and obligations of
such Member to the Company (other than pursuant to this Agreement) shall
remain unaffected unless otherwise provided in paragraph (b) below.
(b) Upon the Transfer of a Member's Membership Units
(other than to an Affiliate), the following specific provisions shall apply
(which provisions illustrate and clarify the provisions of paragraph (a)
above):
(i) such Member shall no longer have any
obligation to make Capital Contributions or provide credit support or make
Member loans, pursuant to Section 4.01 or 4.03, but any assets or cash
contributed to the Company prior to the date of such Transfer shall remain
property of the Company;
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(ii) such Member shall continue to provide to
the Company the Dedicated Assets provided by it, so long as requested by the
Company (and shall be entitled to continue to receive compensation therefor),
in accordance with Section 4.02, but not longer than one hundred eighty (180)
days after the Transfer,
(iii) any License Agreement between such Member
and the Company shall remain in effect in accordance with its terms;
(iv) any Management Services Agreement between
such Member and the Company shall remain in effect in accordance with its
terms, so long as requested by the Company, but not more than one hundred
eighty (180) days after the Transfer;
(v) such Member shall have no further
obligation to make certain Persons available to perform services in
accordance with Section 12.01(a); and
(vi) Persons who become employees of the
Company in accordance with Section 12.01(b) shall remain employees of the
Company.
(c) The Transferee or Transferees, as the case may be,
shall be required to pay any and all filing and recording fees, fees of
counsel and accountants and other costs and expenses reasonably incurred by
the Company as a result of such Transfer.
(d) No such Transfer of Membership Units shall be made
except upon terms which would not, in the opinion of counsel to the Company,
result in a violation of the Securities Act of 1933, as amended, or any "Blue
Sky" laws or other securities laws of any state of the United States
applicable to the Company or the Membership Interest to be transferred.
(e) Notwithstanding any other provision of this
Article X, no Transfer of Membership Units will occur (a) unless and until
any and all necessary regulatory approvals and third-party approvals have
been obtained, including, without limitation, expiration of any applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and (b) if such transfer would (x) cause the Company or any
Member to become subject to any statute, rule, regulation, order or
injunction that would impose material limitations or restrictions on its
ability to conduct the Company Business.
SECTION 10.06 Withdrawal.
(a) Each Member shall have the right, upon thirty (30)
days prior written notice of its desire to withdraw given to all other
Members, to withdraw from the Company and resign as a Member at any time,
commencing on the expiration of thirty-six (36) full calendar months after
the month in which this Agreement is executed. Such notice shall become
effective upon the expiration of such thirty (30) day period, and shall
specify a time and date (which shall
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not be less than thirty (30) days following the determination of the Fair
Market Value) for the purchase of such Membership Units. No Member may
otherwise withdraw from the Company or resign as a Member except as a result
of a Transfer made in accordance with this Article X or upon dissolution in
accordance with Article XI. If any Member withdraws from the Company or
resigns as a Member in breach of this provision, such withdrawal or
resignation shall be of no force or effect. The withdrawal of a Member shall
not dissolve the Company.
(b) Upon the withdrawal or resignation of any Member
for any reason, the following shall apply:
(i) all Customer Contracts shall remain the
property of the Company;
(ii) the provisions of Section 10.05 shall
apply with respect to such Member as if it affected a Transfer, including
without limitation, the provisions of Section 14.01 for a period of twelve
(12) months after the date of such withdrawal;
(iii) if the Company is continued in accordance
with Section 11.02(d) after the expiration of the fiscal quarter after the
quarter in which the closing shall occur, the withdrawing Member shall be
entitled to receive, subject to the Delaware Act, the Fair Market Value of
its Membership Units, determined in accordance with Section 11.02, as of the
date of withdrawal, except that the cost of determining the Fair Market Value
shall be borne 50% by the Company and 50% by the withdrawing Member. The
interest of any Member who has given notice of its desire to withdraw shall
thereafter not be included in calculating the requisite number of Members or
percentage of interests required for action of the Company; and
(iv) all Member loans, credit supports and
other extensions of credit to or for the benefit of the Company by the
withdrawing Member shall be payable on the same terms as if such Member did
not so withdraw, including distributions in accordance with Section
8.05(a)(iii).
(c) The closing of such purchase of such Membership
Units shall take place at the offices of the Company in accordance with, and
at the time specified in, such notice of withdrawal. The purchase price for
the Membership Interest shall be paid out of the Net Distributable Cash of
the Company (if any) to the extent that such purchase price balance plus the
purchase price balance resulting from any other purchase by the Company of a
Membership Interest does not exceed 50% of such Net Distributable Cash. In
the event the Company shall have any such purchase price payment obligations
to two or more Members, the amount payable out of such Net Distributable Cash
for any given period shall be allocated pro rata among such Members. Subject
to the foregoing, payments in respect of the Membership Units of a withdrawn
Member shall be made quarterly, out of Net Distributable Cash (if any) on the
same basis as, and pro rata with, mandatory prepayments of the principal
amount of Member loans pursuant to Section 8.05(a)(iii). The remaining
purchase price balance for any such purchase and sale shall be due and
payable on the fifth (5th) anniversary of the date of withdrawal, and
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shall bear interest at a rate equal to the rate announced from time to time
by the principle lending bank to SEIS, as its prime rate, or in the absence
thereof at the prime rate published in The Wall Street Journal or an
analogous publication selected by SEIS.
(d) On the closing date, such withdrawing Member shall
pay to the Company any and all liabilities and monetary obligations of the
withdrawing Member to the Company or to any other Member, and the Company
shall be entitled to deduct from the purchase price payable hereunder the
full amount of such liabilities and obligations, as well as any income tax
which the Company is obligated (in the opinion of counsel chosen by the
remaining Managing Members) to deduct and withhold as a result of the subject
purchase and sale. At the closing, the withdrawing Member shall transfer,
convey and deliver all right, title and interest in and to such Membership
Units being transferred by such party, which shall constitute (and, at the
closing, the withdrawing Member shall certify the same in writing) good and
unencumbered title to such Membership Units, free and clear of all Liens. In
addition, the withdrawing Member shall deliver to the Company at such closing
any opinions of counsel (relating to transferability) and certificates that
the Company may reasonably request.
(e) In each case where the Company is required to
purchase a Membership Units pursuant to this Section 10.06, each Member
(including the withdrawing Member) shall, at the request of the Company, take
such action as is necessary and lawful to permit the Company's purchase,
including, but not limited to, the incurrence of indebtedness and, if
applicable, the creation of legally available surplus (whether by reduction
of capital, revaluation of assets or otherwise).
SECTION 10.07 Further Assurances. The Members shall
cooperate and use all reasonable efforts to take all actions necessary to
complete a Transfer in accordance with this Article X, including the making
of filings, and provision of information, necessary to comply with Sections
10.05(e).
ARTICLE XI
DISSOLUTION, LIQUIDATION AND TERMINATION
SECTION 11.01 No Dissolution. The Company shall not be
dissolved by the admission of additional Members in accordance with the terms
of this Agreement.
SECTION 11.02 Events Causing Dissolution. The Company
shall be dissolved and its affairs shall be wound up upon the occurrence of
any of the following events:
(a) the expiration of the term of the Company as
provided in Section 2.03;
(b) at any time after the expiration of twenty-four
(24) months after the effective date of this Agreement, the Majority Vote of
the Members Committee to dissolve, wind up and liquidate the Company;
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(c) the sale of all or substantially all the assets of
the Company;
(d) the Bankruptcy, insolvency, expulsion from the
Company or withdrawal pursuant to Section 10.06 of a Managing Member, unless
within 90 days after the occurrence of such an event, Members holding a
majority of the remaining Membership Units agree in writing to continue the
Company Business and to the appointment, if necessary or desired, effective
as of the date of such event, of one or more additional Members; or
(e) the entry of a decree of judicial dissolution
under Section 18-802 of the Delaware Act.
If the Company is continued pursuant to clause (d) above
after the Bankruptcy, insolvency, expulsion or withdrawal of a Managing
Member (the "Former Member"), the other Managing Members and the Company
shall have the right to purchase the Membership Interest of such Former
Member at the Fair Market Value of such Membership Units in accordance with
the procedures set forth below. The cost of determining the Fair Market Value
shall be borne 50% by the Company and 50% by the Former Member.
The "Fair Market Value" of the Company shall be determined
by a nationally recognized investment banking firm, accounting firm or
valuation firm selected by the other Managing Members from a list of three
such firms provided by a representative of the Former Member (the
"Appraiser"). The Appraiser's determination of the Fair Market Value shall be
considered in the context of a hypothetical purchase of the Company
negotiated between a willing buyer and a willing seller, neither of whom is
under compulsion to act, without any control premium or any discount for a
minority interest, transfer restrictions, illegality or other similar
factors. The Appraiser shall also assume that the Company will continue to
have obligations to third parties but that the proceeds of the sale shall be
used to make payments representing a return of Capital Contributions and the
repayment of any Member loans by the Former Member (including any interest
thereon). In evaluating the Company, the Appraiser shall give due
consideration to the prospects and potential of the Company. Within 30 days
of the date of selection, the Appraiser will determine the Fair Market Value
and allocate such value between the Membership Interests of the Former Member
and the other Members and within 30 days of the delivery of such
determination and allocation by the Appraiser, the other Managing Members
shall notify the representative of the Former Member whether such other
Managing Members will exercise their right to acquire the Membership Units of
the Former Member. Any acquisition pursuant to this Section 11.02 shall be
completed within 90 days of the date of the selection of the Appraiser.
SECTION 11.03 Notice of Dissolution. Upon the
dissolution of the Company, the Person or Persons approved by the Members
holding a majority of the remaining Membership Units to carry out the winding
up of the Company (the "Liquidating Trustee") shall promptly notify the
Members of such dissolution, except that in the case of a dissolution
pursuant
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to Section 11.02(d) the Liquidating Trustee shall be the Managing Member (or
Members) that is not a Former Member.
SECTION 11.04 Liquidation.
(a) Upon dissolution of the Company, the Liquidating
Trustee shall immediately commence to wind up the Company's affairs;
provided, that a reasonable time shall be allowed for the orderly liquidation
of the assets of the Company and the satisfaction of liabilities to creditors
so as to enable the Members to minimize the normal losses attendant upon a
liquidation. The Members shall continue to share Net Profits and Net Losses
and items of Company gross income, gain, deduction and loss during
liquidation in the same proportions, as specified in Article VII hereof, as
before liquidation. Each Member shall be furnished with a statement audited
by the Auditors that shall set forth the assets and liabilities of the
Company as of the date of dissolution. Each Member (and its Affiliates) shall
pay to the Company all amounts then owing by it (and them) to the Company.
The Liquidating Trustee shall take the following action and make the
following distributions out of the assets of the Company, in the following
manner and order of priority:
(i) first, pay or establish adequate reserves
for all debts and liabilities of the Company to persons other than Members
and expenses of liquidation in the order of priority provided by law;
(ii) then, establish any reserves which are
reasonably deemed necessary to provide for contingent liabilities or
obligations of the Company; provided, however, that, at the expiration of
such period of time as the Liquidating Trustee may reasonably deem advisable,
the balance of any reserves shall be paid or distributed as provided in
clauses (iii) through (v) of this Section 11.04 (in the order of priority
thereof), it being agreed that such reserves may, at the election of the
Liquidating Trustee, be paid over to an independent escrow agent to be held
by it in escrow for the purpose of disbursing such reserves in payment of any
of the aforesaid contingencies;
(iii) then, pay out of the balance of such
assets, if any, the outstanding balance of all remaining debts and
liabilities of the Company to the Members including any Member who has
withdrawn pursuant to Section 10.06 to whom the same are owed, pro rata,
including satisfaction of the liabilities of the Company and borrowings by
SEIS, Modis, and/or Cayenta to fund Member loans or credit supports or
otherwise provide liquidity to or for the benefit of the Company, including
the extension of credit as an unmargined line (whether by payment or the
making of reasonable provision for payment thereof), other than liabilities
for distributions on Membership Units;
(iv) then, after giving effect to all
allocations provided in Article VII hereof, including those required under
clause (ii) of the definition of "Asset Value" on Schedule 1.01, pay the
Members who have Unrecovered Capital, pro rata, to the extent of their
respective
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amounts of Unrecovered Capital but not in excess of their respective Capital
Accounts, the balance, if any, of such assets; and
(v) then pay the balance, if any, of such
assets to the Members in the following order and priority:
(A) to the Members, pro rata, in
accordance with their positive Capital Account balances;
(B) to the Members, pro rata, in
accordance with the number of Membership Units owned by each such Member.
To the extent that the Members determine that any or all of
the assets of the Company shall be sold, such assets shall be sold as
promptly as practicable, in a commercially reasonable manner. For purposes of
making the liquidating distributions required by this Section 11.04(a), the
Liquidating Trustee may determine, at the direction of the Members by
Majority Vote, whether to distribute all or any portion of the assets of the
Company in kind or to sell all or any portion of the assets of the Company
and distribute the proceeds therefrom. Each Member shall receive copies of
all customer information relating to customers of the Company. Subject to
paragraph (c) below, Customer Contracts will be divided among the Members
such that each Member receives its pro rata share (in accordance with the
number of Membership Units) of the aggregate value of Customer Contracts,
unless all of the Members otherwise agree in writing to distribute Customer
Contracts to certain but not all Members. The Capital Account of each Member
shall be adjusted to take into account the Net Profit and Net Losses
resulting from the sale of the Company's assets and all other transactions in
connection with the winding up of the Company.
Notwithstanding anything herein to the contrary, all Joint
Work Product (as such term is defined in the License Agreement) except all
Company Marks and Hybrid Marks (as those terms are defined in the License
Agreement) shall be distributed to the Members and such Joint Work Product
shall thereafter be jointly owned by the Members and each Member shall have
the unrestricted right to use, license, distribute, sell or otherwise fully
exploit such rights without accounting to the other Members, subject to any
rights of third parties with regard to such Joint Work Product. In the event
that any Joint Work Product is embodied in or is used in connection with a
Member's Separate Work Product (as such term is defined in the License
Agreement), such Member shall grant to each other Member a limited
non-exclusive, royalty-bearing license, on commercially reasonable terms, to
use the Separate Work Product solely in connection with obligations and
services being provided pursuant to contracts and agreements in effect on the
date liquidation of the Company begins, and not for general use of the Joint
Work Product in the Member's business. The Liquidating Trustee shall promptly
cause copies of any physical embodiments of all Joint Work Product (including
source code) other than Company Marks and Hybrid Marks to be delivered to
each Member. All Company Marks and all Hybrid Marks shall be deemed to be
abandoned. The Members shall have no rights in the Company Marks, Hybrid
Marks or any component parts of any Hybrid Marks, or any goodwill
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associated with any of the foregoing except that (x) the Members shall be
permitted to use such Company Marks and Hybrid Marks solely in connection
with obligations and services being provided pursuant to contracts and
agreements in effect on the date liquidation of the Company begins, and not
for general use in the Member's business and (y) SEIS shall own and have the
sole right to use the name "Soliance" and all variations thereof and
derivations therefrom. All rights in said component parts, and the goodwill
associated therewith, shall revert to the Member owning such component parts.
(b) Notwithstanding any provision to the contrary in
this Section 11.04, upon dissolution of the Company as a result of Section
11.02(a) or (b), the Liquidating Trustee shall, to the extent practicable and
consistent with Sections 11.04(a)(iv) and 11.04(a)(v), distribute in kind to
each Member the respective assets contributed or transferred by such Member
to the Company. The value of each such asset at dissolution shall be
determined using the same methodology that was used to determine the value of
the assets to be contributed to the Company.
(c) To the extent that, pursuant to the provisions of
paragraphs (a) and (b) above, a Member does not, as provided in Section
11.04(a)(v), receive property or assets equal to the value of such Member's
Capital Account plus a proportionate share of the remainder of property and
assets available for distribution after all Members' Capital Accounts have
been eliminated pursuant to the liquidation, an attempt will be made to
re-allocate the Customer Contracts such that each Member receives property
and assets equal to the value of such Member's aggregate Capital Account plus
a proportionate share of the remainder of property and assets available for
distribution after all Members' Capital Accounts have been eliminated
pursuant to the liquidation. In the event that the re-allocation of the
Customer Contracts fails to provide each Member with the full value of such
Member's Capital Account plus a proportionate share of the remainder of
property and assets available for distribution after all Members' Capital
Accounts have been eliminated pursuant to the liquidation, each Member which
has received more than the full value of its Capital Account plus a
proportionate share of the remainder of property and assets available for
distribution after all Members' Capital Accounts have been eliminated
pursuant to the liquidation, shall pay to the other Member(s), within five
Business Days of the notice described in paragraph (d) below becoming final,
a cash amount in immediately available funds, equal to the difference in the
amount such Member was entitled to receive pursuant to Section 11.04(a)(v)
and the amount such Member actually received. Notwithstanding any other
provisions of this paragraph, in the event that should there be an
insufficient amount of assets to return to each Member the full value of its
Capital Account, the Liquidating Trustee will, in its discretion, divide the
assets such that each Member receives as near as possible the proportionate
amount it was entitled to receive pursuant to Section 11.04(a)(v).
(d) As soon as practicable, the Liquidating Trustee
shall deliver a notice to each Member setting forth the value assigned to
each asset and the Member to which such asset will be distributed, in
connection with the provisions of paragraphs (a), (b) and (c) above. Each
Member shall have 15 days to dispute such valuation and if no notice of
dispute is delivered to
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the Liquidating Trustee and the other Members, the notice of valuation shall
become final. If such notice of dispute is delivered, the matter shall be
submitted to a nationally recognized investment banking firm, accounting firm
or valuation firm selected by the Liquidating Trustee from a list of three
such firms provided by the disputing Member. The banking, accounting or
valuation firm shall make a decision within 60 days of referral, which
decision shall be final and binding, and the fees and expenses of such firm
shall be borne by the Company.
SECTION 11.05 Termination. The Company shall terminate
when all of the assets of the Company, after payment of or due provision for
all debts, liabilities and obligations of the Company, shall have been
distributed to the holders of Membership Units in the manner provided for in
this Article XI, and the Certificate shall have been canceled in the manner
required by the Delaware Act.
SECTION 11.06 Claims of the Members. The Members shall
look solely to the Company's assets for the return of their Capital
Contributions, and if the assets of the Company remaining after payment of or
due provision for all debts, liabilities and obligations of the Company
(including any credit support or other liquidity provided by SEIS or Member
loans made by SEIS and Cayenta and borrowings thereof to fund Member loans,
credit support or otherwise provide liquidity to or for the benefit of the
Company) are insufficient to return such Capital Contributions, the Members
shall have no recourse against the Company or any other Member or any other
Person. No Member with a negative balance in such Member's Capital Account
shall have any obligation to the Company or to the other Members or to any
creditor or other Person to restore such negative balance upon dissolution or
termination of the Company or otherwise.
ARTICLE XII
EMPLOYEES
SECTION 12.01 Employees.
(a) Commencing on the date hereof, each Member hereby
agrees to make certain Persons available to perform services and work for the
Company as and when requested by the Members Committee and approved by such
Member. The relevant Member shall bill the Company at their employees' normal
billing rates. Market-based consultant billing rates will be established for
any salaried employee providing services to the Company. Members are
encouraged to enter into fixed price, fixed time line contracts when
appropriate, the details of which are more fully discussed in the Services
Agreements. Should the Company not pay said sum, or any part thereof, within
30 calendar days from the date of the monthly invoice (i) interest at the
Interest Rate shall be additionally due and owing on the unpaid balance, from
the date past due and (ii) the Member to which such sum is owed shall,
effective 30 days following the delivery of written notice to the Company,
have no further obligation pursuant to this Section 12.01 to make available
to the Company any Persons until such unpaid balance plus all accrued
interest shall have been paid; provided, that no Member shall be relieved of
any of its obligations
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pursuant to this Section 12.01 to make available any Persons if, following
the delivery of written notice pursuant to this clause (ii) but prior to 30
days following such delivery, the Company shall deliver to the relevant
Member written notice setting forth in reasonable detail why the Company in
good faith believes no unpaid amount is owed pursuant to this Section 12.01.
The Company shall notify the relevant Member of any billing items in
question. Such Member will research the items in question and resolve any
differences with the Company. In the event any amount that was paid by the
Company was not properly owed, then within 30 days after the delivery of such
notice, the Company shall be reimbursed that amount with interest at the
Interest Rate from the date the original payment was received until the
adjustment was refunded. Upon the termination of this Agreement, each Member
will bill the Company for the actual costs incurred since the last billing
under the normal terms and conditions mentioned above. Each Member shall have
the same audit rights in respect of compensation due pursuant to this Section
12.01 as they have pursuant to Section 4.02(e).
(b) In the event the Members Committee hires employees
to work directly for the Company, or determines to have certain employees of
a Member become employees of the Company rather than provide services on a
dedicated basis, it shall determine whether to establish welfare and benefit
plans for the Company and provide payroll services directly or contract with
one or more of the Members to provide such benefits and services. In the
event the Members Committee elects to contract with a Member for such
benefits and services, such contract shall be on the terms set forth in
paragraph (a) above, except as otherwise provided in any Management Services
Agreement between the Company and such Member.
(c) Each Member (and former Member) agrees that from
and after the date hereof, for the duration of the Company and for a period
of two (2) years after the dissolution of the Company or after the date the
Member transferred its Membership Units, it shall not solicit the employment
of any employee of any of the other Members unless such Member consents
thereto in advance, provided that a general advertisement in the public media
shall not constitute a violation of this section.
ARTICLE XIII
PRODUCTS
SECTION 13.01 Company Products. The Company provides
information products and services to the energy provider market (collectively
referred to herein as, the "Products"). For purposes of this Agreement,
"Products" is defined as the provision of Application Service Provider (ASP)
and Web-hosting services for the utility industry (any company engaged in the
generation, distribution, transmission and retail sale of electrical energy,
gas and water to retail sellers or transporters of energy commodity including
municipalities, utilities and other energy service providers (ESPs). Each
Managing Member will contribute its unique expertise to provide a complete
solution for the customer. SEIS will provide the industry knowledge and
expertise, Cayenta will provide application and technology interoperability
expertise, and Modis will provide application configuration expertise. In
addition, SEIS will
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provide service bureau operational support, application licenses, and the
operations infrastructure; this can include related sale, lease and rental of
software, hardware, and telecommunication services. When needed, all Managing
Members will provide expert information technology consulting services in
support of delivering a total solution to the customer.
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ARTICLE XIV
CERTAIN AGREEMENTS
SECTION 14.01 Scope of Business
(a) The Products will be marketed by and offered by
the Members through the Company. Members will provide Company all leads on
new marketing and sales opportunities for Products. If the Company elects, in
writing, not to proceed with the lead, the individual Member who initiates
the lead may go forward to unilaterally develop such lead. Any Member may
deliver written notice to the Company requesting whether a Product not then
offered by the Company will be offered by the Company and the Company shall
have 90 days to respond to such Member. In the event that within such 90-day
time period the Members Committee is unable to determine that such Product
will be offered by the Company then the Members hereby agree that such
Product may be offered on a non-exclusive basis by the notifying Member, or
any other Member, or any of their Affiliates as well as by the Company.
The Members agree that this Agreement will not
prevent any Member from marketing any products or services that do not
constitute Products at any time, or from marketing Products after the last
day of the fifteenth (15) calendar month commencing with the first month
after the month in which such Member has transferred its entire Membership
Interest (other than to an Affiliate) and ceased to be a Member of the
Company or withdrawn from the Company. Subject to the foregoing, the Members
agree that they will not enter into any other new agreement to provide any of
the Products with any other party.
(b) No Subsidiary or Affiliate of a Member shall have
any obligation to refrain from (i) engaging in the same or similar activities
or lines of business as the Company or developing or marketing any products
or services that compete, directly or indirectly, with those of the Company
or (ii) investing or owning any interest publicly or privately in, or
developing a business relationship with, any Person engaged in the same or
similar activities or lines of business as, or otherwise in competition with,
the Company; and neither the Company nor any Member (or any Subsidiary or
Affiliate of such Member) shall have any right by virtue of this Agreement in
or to, or to be offered any opportunity to participate or invest in, any
venture engaged or to be engaged in by any other Member (or any Subsidiary or
Affiliate of such Member) or any right of this Agreement in or to any income
or profits derived therefrom.
SECTION 14.02 Compliance with U.S. Foreign Corrupt
Practices Act.
(a) Each Member shall take all appropriate action to
cause the Company to adopt such internal policies as are necessary to assure
that the business of the Company and the conduct of its officers, employees
and agents are consistent with the following operating principles: No money
or other thing of value shall be offered, promised or given directly or
indirectly to (i) any governmental official, (ii) any political party or
official thereof, (iii) any candidate for political office, or (iv) any other
person, while knowing or having reason to know
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that all or a portion of such money or thing of value will be offered,
promised or given, directly or indirectly, to any of those listed in items
(i) through (iv) above for the purpose of influencing any action, omission or
decision by the recipient in order to either obtain or retain business for
the Company or to direct business to another.
(b) Upon receiving information which provides
reasonable certainty that any such payment has been made, or action has been
taken, each Member shall (i) advise all other Members of the occurrence, and
(ii) take all actions reasonably necessary to mitigate, correct and report
such occurrence, under law or otherwise (such steps may include termination
or severance of the individual(s) involved).
All Members acknowledge they have a good working knowledge
of the requirements of the Foreign Corrupt Practices Act. The Members also
agree to adhere to the foregoing operating principle with respect to their
own actions on behalf or in the name of the Company.
SECTION 14.03 Regulatory Approvals. Each Member shall
cooperate and use its best efforts to promptly prepare and file all necessary
documentation, to effect all necessary applications, notices, petitions,
filings and other documents, and to use all commercially reasonable efforts
to obtain all necessary permits, consents, approvals and authorizations of
all governmental or regulatory authorities necessary or advisable to (i)
consummate the transactions contemplated by this Agreement and (ii) allow the
Company to engage in the Company Business. Each Member shall have the right
to review and approve in advance all characterizations of the information
relating to such Member which appear in any filing made in connection with
the transactions contemplated by this Agreement. The Members agree that they
will consult with each other with respect to the obtaining of all such
necessary permits, consents, approvals and authorizations of governmental and
regulatory authorities. The Members shall jointly assist the Company in its
efforts to obtain necessary approvals from any governmental or regulatory
authority.
SECTION 14.04 Confidentiality. Each Member and each of
its Affiliates shall keep confidential and not reveal, and shall cause its
Affiliates and Subsidiaries and the officers, directors, employees, agents
and representatives of such Member and its Affiliates and Subsidiaries, to
keep confidential and not to reveal, to any other Person (other than on a
"need to know" basis, to the Company or its officers and employees, to any
Affiliate or any officer, director, employee, agent or representative of such
Member or its Affiliates (each of whom shall be subject to confidentiality
obligations), or to any other Member or such Member's Affiliates), any
documents and other information concerning, relating to or in connection with
the Company or another Member or the business of the Company or such other
Member, that come to the knowledge of such Member or its Affiliates or their
respective representatives or agents by reason of the relationship of such
Member or Affiliate with the Company or such other Member, including but not
limited to other leads brought to the Company for consideration by a Member.
Information does not include knowledge that (a) is generally available to the
public (other than as a result of a disclosure by such Member or its
Affiliates), (b) is available to such Person on a
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non-confidential basis from a source that is not prohibited from disclosing
such information to such Person, (c) is independently developed by such
Person without assistance by the disclosure of such information, or (d) such
Person can demonstrate was known to it prior to the disclosure thereof by the
Company ("Information"). In the event that any Member or any such agent,
representative, Affiliate, employee, officer or director becomes legally
compelled to disclose any such Information, such party shall provide the
Managing Members with prompt written notice of such requirement so that such
Managing Members or the Company may seek a protective order or other remedy
or waive compliance with this Section 14.04; provided, that in the event that
such protective order or other remedy is not obtained, or the Managing
Members waive compliance with this Section 14.04, the disclosing party shall
furnish only that portion of such Information which is legally required to be
provided and shall exercise all reasonable efforts to obtain assurances that
confidential treatment will be accorded such information. The Members further
agree not to use any Information for any purpose other than in connection
with activities of the Company and shall cause each of their respective
employees who have access to Information to sign a confidentiality agreement.
The provisions of this Section 14.04 shall survive the termination or
dissolution of the Company with respect to any such documents and other
information concerning another Member or the business of such other Member,
and shall survive the Transfer of any Membership Units or the withdrawal of
any Member with respect to any such documents and other information
concerning the Company or another Member or the business of the Company or
such other Member.
ARTICLE XV
LIABILITY AND INDEMNIFICATION
SECTION 15.01 Liability.
(a) Except as otherwise provided by the Delaware Act
or this Agreement, the debts, obligations and liabilities of the Company,
whether arising in contract, tort or otherwise, shall be solely the debts,
obligations and liabilities of the Company, and no Covered Person shall be
obligated personally for any such debt, obligation or liability of the
Company solely by reason of being a Covered Person.
(b) Except as otherwise expressly required by law, a
Member, in its capacity as such, shall have no liability in respect of any
distributions wrongfully distributed to it unless such Member had actual
knowledge at the time of the distribution of facts indicating the impropriety
of the distribution and if immediately after giving effect to such
distribution all liabilities of the Company (other than liabilities to
Members or assignees on account of their Membership Units and liabilities as
to which recourse is limited to specific property of the Company) exceed the
fair market value of the Company's assets; provided, that a Member shall have
no liability under this Section 15.01 in respect of any distribution on or
after the third anniversary of the distribution unless an action to recover
such distribution from such Member is commenced prior to such third
anniversary and an adjudication of liability against such Member is made in
such action.
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(c) No Managing Member, nor any Affiliate of any
Managing Member, shall have any personal liability to the Company or any of
the Members (i) for damages for any breach of duty as a manager of the
Company or as a Managing Member or as an authorized agent, as the case may
be, when acting with the requisite consent or authorization of the Managing
Members (which may include such Member) or (ii) for any act or omission
performed or omitted by it pursuant to authority granted by this Agreement,
provided that the foregoing provision shall not eliminate or limit the
liability of any Managing Member if a judgment or other financial
adjudication adverse thereto establishes that acts or omissions thereto
involved intentional misconduct or a knowing violation of law. Each Member,
acting in any capacity hereunder, having the opportunity to grant or withhold
its consent or authorization shall be entitled to grant or withhold its
consent or authorization to any act hereunder in its sole and absolute
discretion, and is entitled to act in its own self-interest in all matters
affecting the management or affairs of the Company. Without limiting the
foregoing, no Managing Member nor any Affiliate of a Managing Member shall
have personal liability to the Company or any of the Members in connection
with any decisions, whether for good reason or no reason, that the Company
requires or does not require additional capital or credit support or as to
the manner of providing any such additional funding, and no consent or
authorization as to a level of funding has been expressed nor should be
implied.
(d) No Member or Managing Member shall be personally
liable for the return or payment of all or any portion of the capital of or
profits allocable to or loans to the Company by any Member (or any successor,
assignee or transferee thereof), it being expressly agreed that any such
return of capital or payment of profits made pursuant to this Agreement, or
any payment or repayment in respect of any such loan, shall be made solely
from the assets of the Company (which shall not include any right of
contribution from any Member or Managing Member).
SECTION 15.02 Indemnification.
(a) To the fullest extent permitted by applicable law,
a Covered Person shall be entitled to indemnification from the Company for
any loss, damage or claim incurred by such Covered Person by reason of any
act or omission performed or omitted by such Covered Person in good faith on
behalf of the Company and in a manner reasonably believed to be within the
scope of authority conferred on such Covered Person by this Agreement, except
that no Covered Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Covered Person by reason of gross
negligence, bad faith or willful misconduct with respect to such acts or
omissions; provided, that any indemnity under this Section 15.02 shall be
provided out of and to the extent of Company assets only, and no other
Covered Person shall have any personal liability on account thereof.
(b) (i) In the event that any claim, demand,
action, suit or proceeding shall be instituted or asserted or any loss,
damage or claim shall arise in respect of which indemnity may be sought by a
Covered Person pursuant to Section 15.02(a), such Covered Person shall
promptly notify the Company thereof in writing. Failure to provide notice
shall not
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affect the Company's obligations hereunder except to the extent the Company
is actually and materially prejudiced thereby.
(ii) The Company shall have the right,
exercisable subject to the approval of the disinterested Members, to
participate in and control the defense of any such claim, demand, action,
suit or proceeding and, in connection therewith, to retain counsel reasonably
satisfactory to each Covered Person, at the Company's expense, to represent
each Covered Person and any others the Company may designate in such claim,
demand, action, suit or proceeding. The Company shall keep the Covered Person
advised of the status of such claim, demand, action, suit or proceeding and
the defense thereof and shall consider in good faith recommendations made by
the Covered Person with respect thereto.
(iii) In any such claim, demand, action, suit
or proceeding, any Covered Person shall have the right to retain its own
counsel at its own expense; provided, that the fees and expenses of such
Covered Person's counsel shall be at the expense of the Company if (A) each
other Member and such Covered Person shall have mutually agreed to the
retention of such counsel, (B) the Company shall have failed, within a
reasonable time after having been notified of the existence of an indemnified
claim, to assume the defense of such indemnified claim or (C) the named
parties to any such claim, demand, action, suit or proceeding (including any
impleaded parties) include both the Company and such Covered Person and
representation of both parties by the same counsel would be inappropriate in
the judgment of the Covered Person (as evidenced by an opinion of counsel)
due to actual or potential differing interests between them and the Company
shall have failed, within a reasonable time after having been notified of the
Covered Person's objection under this Section 15.02(b)(iii)(C) to such joint
representation, to retain counsel for such Covered Person reasonably
satisfactory to such Covered Person. It is understood that the Company shall
not, in respect of the legal expenses of any Covered Person, in connection
with any claim, demand, action, suit or proceeding or related claims,
demands, actions, suits or proceedings in the same jurisdiction, be liable
for the fees and expense of more than one separate firm (in addition to any
local counsel) for all such Covered Persons and that all such fees and
expenses shall be reimbursed as they are incurred; provided, that if there
exists or is reasonably likely to exist a conflict of interest that would
make it inappropriate in the judgment of a Covered Person (as evidenced by an
opinion of counsel) for the same counsel to represent such Covered Person and
any other Covered Person, then such Covered Person shall be entitled to
retain its own counsel, in each jurisdiction for which the Covered Person
reasonably determines counsel is required, at the expense of the Company.
(iv) The Company shall not be liable for any
settlement of any claim, demand, action, suit or proceeding effected without
its written consent (which consent shall not be unreasonably withheld or
delayed), but if settled with such consent or if there be a final judgment
for the plaintiff, the Company agrees to indemnify each Covered Person, to
the extent provided in Section 15.02(a), from and against all losses, damages
or claims by reason of such settlement or judgment. The Company shall not
effect any settlement of any pending or threatened claim, demand, action,
suit or proceeding in respect of which any Covered Person is seeking
indemnification hereunder without the prior written consent of each such
Covered
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Person (which consent shall not be unreasonably withheld or delayed by any
such Covered Person), unless such settlement includes an unconditional
release of each such Covered Person from all liability and claims that are
subject matter of such claim, demand, action, suit or proceeding.
(v) As necessary or useful to the defending
party in effecting the foregoing procedures, the parties shall cooperate in
the execution and delivery of agreements, instruments and other documents and
in the provision of access to witnesses, documents and property (including
access to perform interviews, physical investigations or other activities).
SECTION 15.03 Expenses. To the fullest extent permitted
by applicable law, expenses (including legal fees) actually and reasonably
incurred by a Covered Person in defending any claim, demand, action, suit or
proceeding shall, from time to time, be advanced by the Company prior to the
final disposition of such claim, demand, action, suit or proceeding upon
receipt by the Company of an undertaking by or on behalf of the Covered
Person to repay such amount if it shall be determined that the Covered Person
is not entitled to be indemnified therefor as authorized in Section 15.02
hereof.
ARTICLE XVI
CONVERSION TO CORPORATION
SECTION 16.01 Conversion to Corporation.
(a) At such time and in such manner as the Members
shall determine to be appropriate, the Members Committee by Unanimous Vote
shall be entitled to cause the Company to be converted into and reconstituted
as a corporation under the laws of the State of Delaware (the "Corporation"),
whether by conversion pursuant to Delaware Act Section 18-214, merger,
transfer and/or contribution of assets and liabilities of the Company to the
Corporation in exchange for shares of capital stock of the Corporation (and
distribution of such shares to the Members in liquidation of the Company) or
otherwise (a "Conversion", and the actual date of such Conversion being
referred to herein as the "Conversion Date").
As of the Conversion Date, each Member shall, to the extent
hereinafter provided, be entitled to receive:
(i) a capital share ownership interest in the
Corporation substantially equivalent, as reasonably determined by the
Managing Members, to the Units comprising its Membership Interest as of the
Conversion Date; and
(ii) each Member shall also be issued in
respect of the sum of such Member's Unrecovered Capital preferred stock of
the Corporation with an aggregate redemption price and liquidation preference
equal in the aggregate to such Unrecovered Capital, and otherwise with such
rights, preferences and privileges as in the reasonable judgment of the
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Managing Member(s) shall be equitable in light of the rights, preferences and
privileges to which Members are entitled under this Agreement in respect of
their respective Unrecovered Capital.
(b) Each of the Members hereby agrees to cooperate
fully with such Conversion and enter into one or more stockholders'
agreements which shall reflect each of their respective rights and
obligations as stockholders of the Corporation, which rights and obligations
shall be substantially equivalent to the respective rights and obligations of
the Members under this Agreement, and with such changes taking account of the
differences between the Company and the Corporation and the laws governing
the same, as the Managing Member(s) shall reasonably determine.
ARTICLE XVII
MISCELLANEOUS
SECTION 17.01 Notices. All notices, requests, claims,
demands and other communications hereunder shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by delivery
in person, by telecopier or by registered or certified mail (postage prepaid,
return receipt requested), as follows:
(i) if given to the Company, in care of the
Secretary at 101 Ash Street, San Diego, California 92101, or such other
address as the Company may hereafter designate in writing; or
(ii) if given to any Member at the address set
forth opposite its name on Schedule 2.01 attached hereto, or at such other
address as such Member may hereafter designate by written notice to the
Company.
SECTION 17.02 Public Announcements. The Members (and
their Affiliates) agree to consult with each other before issuing any press
release or making any public statement with respect to this Agreement and
will not issue any such press release or make any such public statement prior
to such consultation, and, except as may be required by applicable law, will
not issue any such press release or make any such public statement without
the prior consent of the other party.
SECTION 17.03 Cumulative Remedies. The rights and
remedies provided by this Agreement are cumulative and the use of any one
right or remedy by any party shall not preclude or waive its right to use any
or all other remedies. Said rights and remedies are given in addition to any
other rights the parties may have by law, statute, ordinance or otherwise.
SECTION 17.04 Binding Effect. This Agreement shall be
binding upon and inure to the benefit of all of the parties and, to the
extent permitted by this Agreement, their successors, executors,
administrators, heirs, legal representatives and assigns.
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SECTION 17.05 Interpretation. Throughout this
Agreement, nouns, pronouns and verbs shall be construed as masculine,
feminine, neuter, singular or plural, whichever shall be applicable. Unless
otherwise specified, all references herein to "Articles", "Sections" and
paragraphs shall refer to corresponding provisions of this Agreement.
SECTION 17.06 Severability. If any term or other
provision of this Agreement is held to be invalid, illegal or incapable of
being enforced by any rule of law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and
effect so long as the economic or legal substance of the transactions is not
affected in any manner materially adverse to any party. Upon a determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated hereby by consummated as originally contemplated to the fullest
extent possible.
SECTION 17.07 Counterparts. This Agreement may be
executed and delivered (including by facsimile transmission) in two or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed and delivered shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.
SECTION 17.08 Integration. This Agreement constitutes
the entire agreement among the parties hereto pertaining to the subject
matter hereof and supersedes all prior agreements and understandings
pertaining hereto.
SECTION 17.09 Governing Law; Dispute Resolution
(a) This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware.
(b) Dispute Resolution.
(i) The Members shall attempt in good faith
to resolve any dispute arising out of or relating to this Agreement promptly
by negotiation between their respective executives who have authority to
settle the controversy. Any Member may give the other Members written notice
of any dispute not resolved in the normal course of business. Within five (5)
Business Days after the date that the notice is deemed to have been
delivered, executives of the disputing Members shall agree upon a mutually
acceptable time and place to meet and shall meet at that time and place, and
thereafter as often as they reasonably deem necessary, to exchange relevant
information and to attempt to resolve the dispute. The first of those
meetings shall take place within ninety (90) days after the date that the
notice referred to above has been deemed to be delivered. If a disputing
Member intends to be accompanied at a negotiation meeting by an attorney,
that disputing Member shall give the other Members at least three (3)
business days notice of that intention, and the other Members also may be
accompanied by an
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attorney. If the matter has not been resolved within ninety (90) calendar
days of the disputing Member's notice or if, within five (5) business days of
delivery of that notice, the Members fail to agree on a time and place for an
initial meeting, any Member may initiate arbitration of the dispute,
controversy or claim as provided in Section 17.09. In addition, if one Member
has requested another Member to participate in a non-binding procedure and
the other Member has failed to participate, the requesting Member may
initiate arbitration pursuant to Section 17.09 prior to the expiration of the
ninety (90) days. The ninety (90) day periods in this Section 17.09 are
referred to in this Article 17 as the "Notice Periods."
(ii) ARBITRATION. Any dispute, controversy or
claim arising out of or relating to this Agreement, including the breach,
termination or validity hereof, which cannot be resolved by negotiation as
provided in Section 17.09, shall be finally settled under the Rules of
Conciliation and Arbitration of the American Arbitration Association (the
"Rules") by an arbitral tribunal (the "Tribunal") comprising one arbitrator
appointed by the disputing Member(s), one arbitrator appointed by the
non-disputing Member(s) and a third arbitrator appointed by the two
arbitrators appointed by the Members. The third arbitrator shall act as the
presiding arbitrator (the "Chairman"). A decision of the majority of the
arbitrators shall be binding.
(iii) The arbitration shall be held in San
Diego, California.
(iv) Any arbitration proceeding hereunder must
be instituted within two (2) years after the dispute, controversy or claim
arises. Failure to institute an arbitration proceeding within the two-year
period shall constitute an absolute bar to the institution of any proceedings
respecting the dispute, controversy or claim and a waiver thereof. The
arbitration proceeding shall be conducted and concluded as soon as reasonably
practicable, based on the schedule established by the Tribunal, but in any
event the Tribunal shall render its decision within one hundred twenty (120)
calendar days following the selection of the Chairman. The Members desire
that any dispute, controversy or claim be resolved quickly and at the lowest
possible cost, and the Tribunal shall act in a manner consistent with these
intentions, including limiting discovery to only that which is absolutely
necessary to enable the Tribunal to render a fair decision that reflects the
Members' intent as set forth in this Agreement.
(v) The Tribunal shall interpret this
Agreement in accordance with the laws stipulated in Section 17.09 and the
rules of construction stipulated in this Agreement. The procedural law of the
forum shall be applied with respect to matters not covered by the Rules. All
statutes of limitation that otherwise would be applicable shall apply to the
arbitration proceeding provided that such statutes of limitation shall be
tolled to the extent necessary to allow the Members and the Tribunal the full
benefit of the Notice Periods. Any attorney-client privilege and other
protection against disclosure of privileged or confidential information,
including any protection afforded the work product of any attorney, that
otherwise could be claimed by any Member shall be available to and may be
claimed by that Member in any arbitration proceeding. No Member waives any
attorney-client privilege or any other protection against disclosure of
privileged or confidential information by reason of anything contained in, or
done pursuant to, the arbitration provisions of this Agreement.
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(vi) The decision of the Tribunal pursuant to
this Article 17 shall be final and binding on the parties of this Agreement.
The Members agree to submit to the jurisdiction of any court having
jurisdiction over the Member or the property of the Member against whom
enforcement is sought for purposes of the enforcement of any award, order or
judgment.
(vii) Any award of damages pursuant to the
arbitration shall be included in a written decision signed by the arbitrator
(or a majority of the arbitrators) which shall state the reasons upon which
the award was based, including all the elements involved in the calculation
of any award of damages. The award of damages shall not include punitive,
special, exemplary or consequential damages, including loss of profits or
lost business opportunity, or any damages other than or in addition to actual
damages, but may include interest from the date of the award. Any monetary
award shall be in the United States dollars, free of any tax or other
deduction, and shall include interest from the date of claim for any breach
or other violation of this Agreement to the date paid in full at a floating
rate of interest equal to the prime rate of interest in effect from time to
time at Citibank, N.A., New York, New York.
(viii) Notwithstanding any provision of this
Agreement, either Member shall have the right, at any time after commencement
of any arbitration proceeding hereunder and prior to the rendering of any
award, order or judgment thereunder, to apply to the Tribunal or to any court
of competent jurisdiction for injunctive or preliminary relief. No
application for injunctive or preliminary relief shall be construed to
infringe this arbitration agreement or affect the powers of the Tribunal.
(ix) The Members agree that during the
pendency of any mediation and/or arbitration, the Company shall continue its
operations and each of the Members will continue to provide its services
under the existing Management Services Agreement as if there were no dispute.
(c) The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement was not performed in
accordance with the terms hereof and that the parties hereto shall be
entitled to specific performance of the terms hereof, in addition to any
other remedy at law or in equity.
SECTION 17.10 Expenses. Each of the Members will bear
its own costs and expenses, including brokers' or finders' fees, if any,
incurred in connection with the preparation and execution of this Agreement.
SECTION 17.11 Further Assurances. The Members will
execute and deliver such further instruments and do such further acts and
things as may be required to carry out the intent and purpose of this
Agreement.
SECTION 17.12 Amendments and Waivers; Assignment.
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(a) Any provision of this Agreement may be amended or
waived if, and only if, such amendment or waiver is in writing and signed, in
the case of an amendment, by all parties hereto, or in the case of a waiver,
by the party or parties against whom the waiver is to be effective; provided,
that Schedule 2.01 to this Agreement shall be deemed amended from time to
time to reflect the admission of a new Member, the withdrawal or resignation
of a Member and the adjustment of the Membership Units resulting from any
sale, Transfer or other disposition of a Membership Unit, in each case that
is made in accordance with the provisions thereof; and provided, further,
that the Members Committee may, by Majority Vote, amend this Agreement
without the consent of any other Member (i) to reflect changes validly made
in the membership of the Company and corresponding changes in the terms and
provisions of this Agreement necessary to reflect or conform with any such
change in membership, (ii) to reflect changes permitted in accordance with
this Agreement in the Capital Accounts and/or Membership Units of the
Members, (iii) to clarify any ambiguities herein or to appropriately adjust
any mechanics or procedures set forth herein so long as the rights of the
Members are not prejudiced thereby, or (iv) if such amendment is of an
inconsequential nature (as reasonably determined by the Managing Members) and
does not affect the rights of the Members in any adverse respect. Anything in
the foregoing provisions of this Section 17.12 to the contrary
notwithstanding, this Agreement shall be amended from time to time (without
any required consent of the Members) in each and every manner deemed
necessary or appropriate by the Managing Members or the tax matters Member to
comply with the then existing requirements of the Code and the Regulations
and the Rulings of the Treasury Department or Internal Revenue Service
affecting the Company. Any amendment of the definition of the term "Company
Business" or expansion of the scope or coverage thereof shall not itself
amend or expand the scope or coverage of the restrictions imposed pursuant to
Section 14.01.
(b) No failure or delay by any party in exercising any
right, power or privilege hereunder (other than a failure or delay beyond a
period of time specified herein) shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights
and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.
(c) Except as provided in Article X hereof, this
Agreement shall not be assigned by the Members and no such assignment shall
relieve the assigning party of its obligations hereunder if such assignee
does not perform such obligations.
SECTION 17.13 No Third Party Beneficiaries. No person
or entity other than a party hereto shall have any rights or remedies under
this Agreement.
SECTION 17.14 Headings. The headings and subheadings in
this Agreement are included for convenience and identification only and are
in no way intended to describe, interpret, define or limit the scope, extent
or intent of this Agreement or any provision hereof.
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IN WITNESS WHEREOF, the parties hereto have entered into
this Limited Liability Company Agreement or have caused this Agreement to be
duly executed by their respective authorized officers, in each case as of the
date first written above.
Sempra Energy Information Solutions
By: __________________________________
Name: __________________________________
Title: __________________________________
Modis, Inc.
By: __________________________________
Name: __________________________________
Title: __________________________________
Cayenta.com
By: __________________________________
Name: __________________________________
Title: __________________________________
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SCHEDULE 1.01
Certain Definitions
"Adjusted Capital Account" means, with respect to each
Member, the balance in such Member's Capital Account as of the end of the
relevant Fiscal Year, after giving effect to the following adjustments:
(i) Credit to such Capital Account any
amounts which such Member is obligated to restore pursuant to any provision
of this Agreement or is deemed to be obligated to restore pursuant to the
penultimate sentences of each of Regulations Sections 1.704-2(g)(1) and
1.704-2(i)(5); and
(ii) Debit to such Capital Account the items
described in Sections 1.704-(1)(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and
1.704-1(b)(2)(ii)(d)(6) of the Regulations.
"Adjusted Capital Account Deficit" means, with respect to
each Member, the deficit balance, if any, in such Member's Adjusted Capital
Account as of the end of the relevant Fiscal Year.
"Affiliate" means, with respect to a specified Person, any
Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the specified
Person, including, without limitation, any partnership or joint venture in
which the specified Person (either alone or together with any other
subsidiary) has, directly or indirectly, an interest of 10% or more; provided
that, with respect to each of SEIS, Modis and Cayenta, an "Affiliate" means
any non-regulated Person that directly or indirectly is controlled by it. As
used in this definition, the term "control" means the possession, directly or
indirectly, or as trustee or executor, of the power to direct or cause the
direction of the management and policies of a Person, whether through
ownership of voting securities, as trustee or executor, by contract or credit
arrangements or otherwise.
"Agreement" means this Limited Liability Company Agreement
of Soliance Networks, as amended, modified, supplemented or restated from
time to time.
"Asset Value" means, with respect to any asset or
liability, such asset's or liability's adjusted basis for federal income tax
purposes, except as follows:
(i) the initial Asset Value of any asset
(other than money) contributed by, or liability assumed from, a Member of the
Company shall be the value of such asset or liability as determined by
Unanimous Vote of the Members; and
(ii) the Asset Value of all assets and
liabilities of the Company shall be adjusted to equal their respective gross
fair market values, as determined by the Members
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Committee, in accordance with Regulations Section 1.704-1(b)(2)(iv)(f) at the
following times: (i) the acquisition of an additional interest in the Company
by any new or existing Member in exchange for more than a de minimis
contribution to the capital of the Company; (ii) the distribution by the
Company to a Member of more than a de minimis amount of Company assets other
than money as consideration for an interest in the Company; and (iii) the
liquidation of the Company within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses
(i) and (ii) above shall be made only if required by a Majority Vote of the
Managing Members. Upon a revaluation of the Company's assets pursuant to this
clause (ii), each Member's Capital Account shall be increased or decreased as
if such assets were sold for their fair market values and the gain or loss
realized thereon were allocated among the Members in accordance with Article
VII hereof and Regulations Section 1.704-1(b)(2)(iv)(f).
If the Asset Value of an asset or liability has been
determined or adjusted pursuant to paragraph (i) or paragraph (ii) above,
such Asset Value shall thereafter be reduced by the Depreciation taken into
account with respect to such asset for purposes of computing Net Profits and
Net Losses.
(iii) The Asset Value of any item of Company
assets distributed to any Member shall be adjusted to equal the gross fair
market value (taking Code Section 7701(g0 into account) of such asset on the
date of distribution as determined by the Members' Committee; and
(iv) The Asset Values of Company assets shall
be increased (or decreased) to reflect any adjustments to the adjusted basis
of such assets pursuant to Code Section 734(b) or Code Section 743(b), but
only to the extent that such adjustments are taken into account in
determining Capital Accounts pursuant to Regulations Section
1.704-1(b)(2)(iv)(m) and subparagraph (vi) of the definition of "Net Profits"
and "Net Losses" or Section 7.02 hereof; provided, however, that Asset Values
shall not be adjusted pursuant to this subparagraph (iv) to the extent that
an adjustment pursuant to subparagraph (ii) is required in connection with a
transaction that would otherwise result in an adjustment pursuant to this
subparagraph (iv).
If the Asset Value of an asset has been determined or
adjusted pursuant to subparagraph (ii) or (iv), such Asset Value shall
thereafter be adjusted by the Depreciation taken into account with respect to
such asset, for purposes of computing Net Profits and Net Losses.
"Bankruptcy" of a Member shall be deemed to occur for
purposes of this Agreement if:
(i) an involuntary petition under any
bankruptcy or insolvency law or under the reorganization provisions of any
such law is filed with respect to such Member or a receiver of or for the
property of such Member is appointed without acquiescence of such Member,
which petition or appointment remains undischarged or unstayed for an
aggregate period of 90 days (whether or not consecutive); or
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(ii) a voluntary petition under any bankruptcy
or insolvency law or under the reorganization provisions of any such law is
filed by such Member, a voluntary assignment of such Member's property for
the benefit of creditors is made, or a receiver of or for the property of
such Member is appointed by, or acquiesced in, by such Member.
"Business Day" means any day, except a Saturday, Sunday or
other day on which commercial banking institutions in New York City are
authorized or directed by law or executive order to close.
"Capital Account" means, with respect to any Member, the
account maintained for such Member in accordance with the provisions of
Section 4.06.
"Capital Contribution" means, with respect to any Member,
the aggregate amount of money contributed to the Company and the initial
Asset Value of any property (other than money) contributed to the Company
pursuant to Article IV with respect to the Membership Units held by such
Member. In the case of a Member that acquires an interest in the Company by
virtue of an assignment or transfer in accordance with the terms of this
Agreement, "Capital Contribution" means the Capital Contribution of such
Member's predecessor to the extent relating to the acquired interest.
"Certificate " means the Certificate of Formation and any
and all amendments thereto and restatements thereof filed on behalf of the
Company with the office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any corresponding federal tax statute enacted after the
date of this Agreement. The reference to a specific section (Section) of the
Code refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this
Agreement, as such specific section or corresponding provision is in effect
on the date of application of the provisions of this Agreement containing
such reference.
"Company Business" means any activity, business, project or
undertaking related to the production or distribution of Products as
contemplated in Article XIII in which the Members' Committee by Majority Vote
determines the Company should be engaged, and any other activity, business,
project or undertaking approved by the Unanimous Vote of the Members
Committee; provided, that any such additional activities, businesses,
projects or undertakings approved by such a Unanimous Vote shall not itself
amend or expand the scope or coverage of the restrictions imposed pursuant to
Section 14.01.
"Company Minimum Gain" has the meaning given "partnership
minimum gain" in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.
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"Covered Person" means a Member, any Affiliate of a Member,
any officers, directors, Representatives, shareholders, employees or partners
or members of a Member, or its respective Affiliates or any officers of the
Company.
"Customer Contract" means written agreements between the
Company, directly or through an agent approved by the Members Committee, on
the one hand, and the customer, on the other hand, on such terms and subject
to such conditions as shall be within underwriting and other guidelines to be
determined from time to time by the Members Committee.
"Debt" of any Person means, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments,
(c) all obligations of such Person as lessee under leases that have been or
should be, in accordance with GAAP, recorded as capital leases, (d) all
obligations, contingent or otherwise, of such Person in respect of
acceptances, letters or credit or similar extensions of credit, (e) all Debt
of others referred to in clauses (a) through (d) above or clause (f) below
guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (i) to
pay or purchase such Debt or to advance or supply funds for the payment or
purchase of such Debt, (ii) to purchase, sell or lease (as lessee or lessor)
property, or to purchase or sell services, primarily for the purpose of
enabling the debtor to make payment of such Debt or to assure the holder of
such Debt against loss, (iii) to supply funds to or in any other manner
invest in the debtor (including any agreement to pay for property or services
irrespective of whether such property is received or such services are
rendered) or (iv) otherwise to assure a creditor against loss, and (f) all
Debt referred to in clauses (a) through (e) above secured by (or which the
holder of such Debt has an existing right, contingent or otherwise, to be
secured by) any Lien on property (including, without limitation, accounts and
contract rights) owned by such Person, even through such Person has not
assumed or become liable for the payment of such Debt. Notwithstanding the
foregoing, Capital Contributions made pursuant to Article IV shall not be
considered Debt of any Person.
"Dedicated Assets" means all or any of the SEIS Dedicated
Assets, the Modis Dedicated Assets and the Cayenta Dedicated Assets.
"Delaware Act" means the Limited Liability Company Act,
Delaware Code Sections 18-101, et seq., as amended from time to time.
"Depreciation" means, for each Fiscal Year or other period,
an amount equal to the depreciation, amortization or other cost recovery
deduction allowable for federal income tax purposes with respect to an asset
for such Fiscal Year or other period; provided, that if the Asset Value of an
asset differs from its adjusted basis for federal income tax purposes at the
beginning of such Fiscal Year or other period, Depreciation shall be an
amount that bears the same ratio to such beginning Asset Value as the federal
income tax depreciation, amortization or other cost recovery deduction with
respect to such asset for such Fiscal Year or other period bears to such
beginning adjusted tax basis; and provided further that, if the federal
income tax depreciation,
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amortization or other cost recovery deduction for such Fiscal Year or other
period is zero, Depreciation shall be determined with reference to such
beginning Asset Value using any reasonable method selected by the Members.
"Fiscal Year" means (i) the period commencing upon the
formation of the Company and ending on December 31, 1999, (ii) any subsequent
twelve month period commencing on January 1 and ending on December 31, or
(iii) any portion of the period described in clause (ii) of this sentence for
which the Company is required to allocate Net Profits, Net Losses and other
items of Company income, gain, loss or deduction pursuant to Article VII
hereof.
"GAAP" means United States generally accepted accounting
principles as in effect from time to time.
"Interest Rate" means the London Interbank Offered Rate
(LIBOR) plus 2%.
"Liens" means any liens, claims, encumbrances, security
interests, equities, charges and options of any nature whatsoever.
"Majority Vote" means, with respect to any matter to be
voted on by the Representatives designated by the Members, the written
approval of, or the affirmative vote by, in the aggregate, a majority of the
number of Membership Units.
"Managing Members" means each of SEIS, Modis and Cayenta
and their respective successors and permitted assigns.
"Marketable Securities" means shares of common stock that
are listed and traded on a national exchange or the Nasdaq National Market.
"Member" means any Person named as a member of the Company
on Schedule 2.01 hereto and any Person admitted as an additional Member
pursuant to the provisions of this Agreement, in each case, in such Person's
capacity as a member of the Company.
"Member Nonrecourse Debt" has the same meaning as the term
"partner nonrecourse debt" in Section 1.704-2(b)(4) of the Regulations.
"Member Nonrecourse Debt Minimum Gain" means an amount,
with respect to each Member Nonrecourse Debt, equal to the Company Minimum
Gain that would result if such Member Nonrecourse Debt were treated as a
Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of
the Regulations.
"Member Nonrecourse Deductions" has the same meaning as the
term "partner nonrecourse deductions" in Sections 1.704-2(i)(1) and
1.704-2(i)(2) of the Regulations.
60
<PAGE>
"Membership Unit" means an equity interest in the Company
representing such fractional part of the interest of all unit holders
pursuant to this Agreement as is equal to the quotient of one divided by the
total number of Membership Units.
"Net Distributable Cash" means, for any period for which
the amount thereof is being determined, the net income for the Company for
such period, after the deduction of all expenses incurred (including without
limitation, the amortization of the acquisition cost of Customer Contracts
over such period and at such rate as shall be determined by the Members
Committee in accordance with GAAP, all interest expenses incurred (including
Member loans for liquidity or margin), and reasonable reserves for Customer
Contract attrition and repudiation), and as further adjusted by subtracting
the amount of any of the following added, and by adding any of the following
subtracted, in determining such net income (i) the restoration of any reserve
except to the extent that provision for such reserve was made during such
period, (ii) the write-up of any assets, (iii) net gains arising from the
collection of insurance proceeds, (iv) any net income of any entity in which
the Company has an ownership interest except to the extent of the cash
dividends or distributions actually received by the Company from such entity,
and (v) Depreciation (other than amortization of Customer Contracts and other
assets); minus
(i) if the Company is not a taxable entity
for federal income tax purposes, the amount of distributions made or to be
made by the Company to its Members with respect to the Company's taxable
income for such period; or if the Company is a taxable entity for federal
income tax purposes, the amount of tax payable in respect of the Company's
taxable income for such period; minus
(ii) to the extent not previously deducted,
all interest, fees and other charges which are due or have accrued during
such period under or in respect of all indebtedness of the Company, and all
principal payments due or payable during such period under or in respect of
indebtedness, including in each case Member loans, credit supports and other
extensions of liquidity in accordance with Section 4.03; minus
(iii) an amount equal to the product of (x) the
sum of the aggregate cash outlay and uses of funds (including without
limitation, operating expenses, debt service (including all principal,
interest, fees and charges) and capital expenditures) of the Company accrued
or paid in respect of the previous fiscal quarter, times (y) the number of
fiscal quarters of the Company included within the period for which Net
Distributable Cash is being determined; minus
(iv) the amount of capital expenditures
actually made during such period.
"Net Profits" and "Net Losses" mean, for each Fiscal Year,
an amount equal to the Company's taxable income or loss for such Fiscal Year,
determined in accordance with Section 703(a) of the Code (but including in
taxable income or loss, for this purpose, all items of income, gain,
61
<PAGE>
loss or deduction required to be stated separately pursuant to Section
703(a)(1) of the Code), with the following adjustments:
(i) any income of the Company exempt from
federal income tax and not otherwise taken into account in computing Net
Profits or Net Losses pursuant to this definition shall be added to such
taxable income or loss;
(ii) any expenditures of the Company described
in Section 705(a)(2)(B) of the Code (or treated as expenditures described in
Section 705(a)(2)(B) of the Code pursuant to Regulation Section
1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Net
Profits or Net Losses pursuant to this definition shall be subtracted from
such taxable income or loss;
(iii) in the event the Asset Value of any asset
of the Company is adjusted in accordance with paragraph (ii) or paragraph
(iii) of the definition of "Asset Value" above, the amount of such adjustment
shall be taken into account as gain or loss from the disposition of such
asset for purposes of computing Net Profits or Net Losses;
(iv) gain or loss resulting from any
disposition of any asset of the Company with respect to which gain or loss is
recognized for federal income tax purposes shall be computed by reference to
the Asset Value of the asset disposed of, notwithstanding that the adjusted
tax basis of such asset differs from its Asset Value;
(v) to the extent an adjustment to the
adjusted tax basis of any Company asset pursuant to Code Section 734(b) is
required, pursuant to Regulations Section 1.704(b)(2)(iv)(m)(4), to be taken
into account in determining Capital Accounts as a result of a distribution
other than in liquidation of a Member's Interest in the Company, the amount
of such adjustment shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases such
basis) from the disposition of such asset and shall be taken into account for
purposes of computing Net Profits or Net Losses; and
(vi) Notwithstanding any other provision of
this definition, any items which are specifically allocated pursuant to
Section 7.02 or Section 7.03 hereof shall not be taken into account in
computing Net Profits or Net Losses.
The amounts of the items of Company income, gain, loss or
deduction available to be specially allocated pursuant to Sections 7.02 and
7.03 shall be determined by applying rules analogous to those set forth in
subparagraphs (i) through (vi) above. Net Profits and Net Losses shall be
determined net of the items of Company income, gain, loss or deduction
specially allocated pursuant to Sections 7.02 and 7.03.
"Nonrecourse Deductions" has the meaning set forth in
Section 1.704-2(b)(1) of the Regulations.
62
<PAGE>
"Nonrecourse Liability" has the meaning set forth in
Section 1.704-2(b)(3) of the Regulations.
"Person" means any individual, corporation, partnership,
limited partnership, limited liability company, joint venture, trust,
unincorporated or governmental organization or any agency or political
subdivision thereof.
"Products" is defined as the provision of Application
Service Provider (ASP) and Web-hosting services for the utility industry (any
company engaged in the generation, distribution, transmission and retail sale
of electrical energy, gas and water to retail sellers or transporters of
energy commodity including municipalities, utilities and other energy service
providers (ESPs).
"Property" means all real and personal property acquired by
the Company, including cash, and any improvement thereto, and shall include
both tangible and intangible property, but shall not include the SEIS
Dedicated Assets, Modis Dedicated Assets and Cayenta Dedicated Assets.
"Rate Earned" shall mean the dollar value of interest
earned on cash invested based on the applicable short-term money market rate.
"Regulations" means the income tax regulations, including
temporary regulations, promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of succeeding
regulations).
"Related Agreements" means the Management Services
Agreements, and the License Agreements as any of the same may be amended
and/or restated from time to time.
"Subsidiary" or "Subsidiaries" of any Person means any
corporation, partnership, limited liability company, joint venture or other
legal entity of which such person (either alone or through or together with
any other subsidiary), owns, directly or indirectly, more than 50% of the
stock or other equity interests, the holders of which are generally entitled
to vote for the election of the board of directors or other governing body of
such corporation or other legal entity.
"Transfer" means the voluntary or involuntary sale,
assignment, transfer, pledge, hypothecation or other disposition or
conveyance of, or grant of a Lien in respect of, legal or beneficial
interest, directly or indirectly, whether in one transaction or in a series
of related transactions.
"Transferee" means any Person that is a transferee of a
Member's interest in the Company, or part thereof.
63
<PAGE>
"Unanimous Vote" means, with respect to any matter to be
voted on, the written approval of, or the affirmative vote by,
Representatives designated by Members owning all of the Membership Units.
"Unrecovered Capital" shall mean, as to a particular Member
at a particular time, the amount, if any, by which (i) the aggregate Capital
Contributions of such Member pursuant to Sections 4.01 and 4.03(a)(iii)
hereof up to such time, exceeds (ii) all amounts theretofore distributed as a
return of Capital Contributions in respect of such Member's Membership
Interest in the Company pursuant to Sections 8.05(b)(i) and 11.04(b)(iv)
hereof.
64
<PAGE>
SCHEDULE 2.01
Members, Capital Contributions, Addresses
and Number of Membership Units
<TABLE>
<CAPTION>
Member Capital Number of
Name and Address Contribution Membership Units
<S> <C> <C>
Sempra Energy
Information Solutions [...***...] [...***...]
101 Ash Street
San Diego, CA 92101-3017
Modis, Inc. [...***...] [...***...]
1 Independent Drive
Jacksonville, FL 32202
Cayenta.com [...***...] [...***...]
225 Broadway, Suite 1500
San Diego, CA 92101
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
1
<PAGE>
SCHEDULE 6.03
Initial Representatives on Members Committee
<TABLE>
<CAPTION>
Initial SEIS Representatives Initial Modis Representatives Initial Cayenta Representatives
<S> <C> <C>
Don Felsinger Tim Payne Gene Ray
Jerry Deems Randy Ridenour Eric DeMarco
</TABLE>
<TABLE>
<CAPTION>
Initial Designees on Management Committee
<S> <C> <C>
Initial SEIS Designees Initial Modis Designees Initial Cayenta Designees
Dale Kelly-Cochrane Randy Ridenour Dave Porreca
</TABLE>
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
SCHEDULES
---------
<C> <S>
SCHEDULE 1.01 Certain Definitions
SCHEDULE 2.01 Members, Capital Contributions, Addresses and Number of
Membership Units
SCHEDULE 6.03 Initial Representatives; Management Committee
</TABLE>
<PAGE>
[LOGO]
U.S. Department SOUTHERN REGION P.O. Box 20636
of Transportation Atlanta, GA 30320
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4),
200.83 and 230.406
FEDERAL AVIATION
ADMINISTRATION
Titan Corporation
Attn: Linda Frady
Titan Systems Group
1900 Campus Commons Drive
Reston, VA 22091-1535
Dear Ms. Frady:
Technical Service in Support of the Federal Aviation
Administration's Emergency Operations Program
You are awarded Contract Number DTFA06-95-C-30063, for the performance of
subject services. Your copy of the contract is enclosed.
If you have questions, please call me at (404) 305-5778.
Sincerely,
/s/ Marjorie M. Brooks
Marjorie M. Brooks
Contracting Officer
<PAGE>
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF
SOLICITATION, OFFER AND AWARD UNDER DPAS (15 CFR 350) 1 45 PAGES
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
2. CONTRACT NO. 3. SOLICITATION NO. 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE
/ / SEALED BID (IFB) NO.
DTFA06-95-C-30063 DTFA06-94-R-30067 /X/ NEGOTIATED (RFP) 11/10/94
- ------------------------------------------------------------------------------------------------------------
ISSUED BY CODE 8. ADDRESS OFFER TO (IF OTHER THAN ITEM 7)
---------------
DOT/FEDERAL AVIATION ADMINISTRATION SAME AS BLOCK 7
SOUTHERN REGION, ASO-55N
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA 30337
</TABLE>
- --------------------------------------------------------------------------------
NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".
- --------------------------------------------------------------------------------
SOLICITATION
- --------------------------------------------------------------------------------
9. Sealed offers in original and 3 copies for furnishing the supplies or
services in the Schedule will be received at the place specified in Item 8, or
if handcarried, in the depository located in BLOCK 7 until 4:30pm local time
12/16/94 (HOUR)
(DATE)
CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L,
Provision No. 52.214-7 or 52.215-10. All offers are subject to all terms and
conditions contained in this solicitation.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
10. FOR INFORMATION A. NAME B. TELEPHONE NO. (INCLUDE AREA CODE) (NO COLLECT CALLS)
CALL: MARJORIE M. BROOKS (404) 305-5778
</TABLE>
- --------------------------------------------------------------------------------
11. TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
/X/ SEC DESCRIPTION PAGE(S) /X/ SEC. DESCRIPTION PAGE(S)
<S> <C> <C> <C> <C>
PART I - THE SCHEDULE PART II - CONTRACT CLAUSES
X A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES 11-25
X B SUPPLIES OR SERVICES AND PRICES/COSTS 1A PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
X C DESCRIPTION/SPECS./WORK STATEMENT 2 X J LIST OF ATTACHMENTS 26
X D PACKAGING AND MARKING 3 PART IV - REPRESENTATIONS AND INSTRUCTIONS
X E INSPECTION AND ACCEPTANCE 4 REPRESENTATIONS, CERTIFICATIONS AND
X F DELIVERIES OR PERFORMANCE 5 X K OTHER STATEMENTS OF OFFERORS 27-37
X G CONTRACT ADMINISTRATION DATA 6-7 X L INSTRS., CONDS., AND NOTICES TO OFFERORS 38-42
X H SPECIAL CONTRACT REQUIREMENTS 8-10 X M EVALUATION FACTORS FOR AWARD 43-45
</TABLE>
- --------------------------------------------------------------------------------
OFFER (MUST BE FULLY COMPLETED BY OFFEROR)
- --------------------------------------------------------------------------------
NOTE: Item 12 does not apply if the solicitation includes the provisions at
52.214-16, Minimum Bid Acceptance Period.
- --------------------------------------------------------------------------------
12. In compliance with the above, the undersigned agrees, if this offer is
accepted within ___________ calendar days (50 CALENDAR DAYS UNLESS A
DIFFERENT PERIOD IS INSERTED BY THE OFFEROR) from the date for receipt of
offers specified above, to furnish any or all items upon which prices are
offered at the price set opposite each item, delivered at the designated
point(s), within the time specified in the schedule.
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------
13. DISCOUNT FOR PROMPT PAYMENT 10 CALENDAR DAYS 20 CALENDAR DAYS 30 CALENDAR DAYS CALENDAR DAYS
(SEE SECTION 1, CLAUSE NO. 52-232-8) % % % %
- ------------------------------------------------------------------------------------------------------------------------
14. ACKNOWLEDGMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE
(THE OFFEROR ACKNOWLEDGES RECEIPT OF AMEND- --------------------------------------------------------------------
MENTS TO THE SOLICITATION FOR OFFERORS AND 0001 12/02/94
RELATED DOCUMENTS NUMBERED AND DATED: --------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
15A. NAME CODE _________ FACILITY 2T213 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN
AND The Titan Corporation OFFER (TYPE OR PRINT)
ADDRESS Titan Systems Division Linda M. Frady
OF 1900 Campus Commons Drive, Suite 400 Director of Contracts - East
OFFEROR Reston, VA 22091
- ------------------------------------------------------------------------------------------------------------------------
15B. TELEPHONE NO. (INCLUDE AREA 15C. CHECK IF REMITTANCE ADDRESS 17. SIGNATURE 18. OFFER DATE
CODE) X IS DIFFERENT FROM ABOVE - ENTER LINDA M. FRADY 18JAN95
(703) 758-5640 SUCH ADDRESS IN SCHEDULE
- ------------------------------------------------------------------------------------------------------------------------
AWARD (TO BE COMPLETED BY GOVERNMENT)
- ------------------------------------------------------------------------------------------------------------------------
19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION
APPROPRIATION TO BE ASSIGNED TO INDIVIDUAL
- ---------------------------------------------------------- DELIVERY ORDERS
22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETI- ----------------------------------------------------------
TION: 23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM
/ / 10 U.S.C. 2304(c) ( ) / / 41 U.S.C. 253(c) ( ) (4 COPIES UNLESS OTHERWISE SPECIFIED)
- ------------------------------------------------------------------------------------------------------------------------
24. ADMINISTERED BY (IF OTHER THAN ITEM 7) CODE _______ 25. PAYMENT WILL BE MADE BY CODE _______
DOT/FEDERAL AVIATION ADMINISTRATION
SOUTHERN REGION, ASO-22A
P. O. BOX 45719
ATLANTA, GEORGIA 30320
- ------------------------------------------------------------------------------------------------------------------------
26. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 27. UNITED STATES OF AMERICA 28. AWARD DATE
MARJORIE M. BROOKS /s/ MARJORIE M. BROOKS 7/24/95
(SIGNATURE OF CONTRACTING OFFICER)
- ------------------------------------------------------------------------------------------------------------------------
IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
RFP NO. DTFA06-94-R-30067
TITAN PROPOSAL NO. P217(BAFO)
RATE CENTER 11 - EXHIBIT 1
--------------------------
FY 95 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
----- 01 APRIL 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
ONSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------ ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CHIEF SW ENGINEER 24 [...***...]
CHIEF ENGINEER 23
CHIEF SCIENTIST 22
CHIEF ANALYST 21
SENIOR SW ENGINEER 20
SENIOR ENGINEER 19
SENIOR SCIENTIST 18
SENIOR ANALYST 17
LEVEL III SW ENGINEER 16
LEVEL III ENGINEER 15
LEVEL III SCIENTIST 14
LEVEL III ANALYST 13
LEVEL II SW ENGINEER 12
LEVEL II ENGINEER 11
LEVEL II SCIENTIST 10
LEVEL II ANALYST 9
LEVEL I SW ENGINEER 8
LEVEL I ENGINEER 7
LEVEL I SCIENTIST 6
LEVEL I ANALYST 5
ASSOCIATE SW ENGINEER 4
ASSOCIATE ENGINEER 3
ASSOCIATE SCIENTIST 2
ASSOCIATE ANALYST 1
TECH SUPPORT IV
TECH SUPPORT III
TECH SUPPORT II
TECH SUPPORT I
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
OFFSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CHIEF SW ENGINEER 24 [...***...]
CHIEF ENGINEER 23
CHIEF SCIENTIST 22
CHIEF ANALYST 21
SENIOR SW ENGINEER 20
SENIOR ENGINEER 19
SENIOR SCIENTIST 18
SENIOR ANALYST 17
LEVEL III SW ENGINEER 16
LEVEL III ENGINEER 15
LEVEL III SCIENTIST 14
LEVEL III ANALYST 13
LEVEL II SW ENGINEER 12
LEVEL II ENGINEER 11
LEVEL II SCIENTIST 10
LEVEL II ANALYST 9
LEVEL I SW ENGINEER 8
LEVEL I ENGINEER 7
LEVEL I SCIENTIST 6
LEVEL I ANALYST 5
ASSOCIATE SW ENGINEER 4
ASSOCIATE ENGINEER 3
ASSOCIATE SCIENTIST 2
ASSOCIATE ANALYST 1
TECH SUPPORT IV
TECH SUPPORT III
TECH SUPPORT II
TECH SUPPORT I
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions on
the Title Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
RFP NO. DTFA06-94-R-30067
TITAN PROPOSAL NO. P217(BAFO)
RATE CENTER 11 - EXHIBIT 1
--------------------------
FY 96 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
----- 01 APRIL 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
ONSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------ ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
OFFSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions on
the Title Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
RATE CENTER 11-EXHIBIT 1
------------------------
FY 97 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
----- 01 APRIL 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
ONSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------ ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
OFFSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions on the Title
Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
RATE CENTER 7 PART TIME ON-CALL - EXHIBIT 2
-------------------------------------------
FY 95 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
----- 01 APRIL 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
PTOC RC-07 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ---------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions on the Title
Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
RATE CENTER 7 PART TIME ON-CALL - EXHIBIT 2
FY 96 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
01 APRIL 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
PTOC RC-07 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ---------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions on the Title
Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
RATE CENTER 7 PART TIME ON-CALL - EXHIBIT 2
FY 97 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
01 APRIL 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
PTOC RC-07 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ---------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions on the Title
Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
DEDICATED RATE CENTER - EXHIBIT 3
---------------------------------
TASKING FOR A STAFF OF [...***...] OR MORE
FY 95 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
----- 01 APRIL 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
DEDICATED RATE CENTER RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- --------------------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions on the Title
Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
DEDICATED RATE CENTER - EXHIBIT 3
---------------------------------
TASKING FOR A STAFF OF [...***...] OR MORE
FY 96 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
----- 01 APRIL 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
DEDICATED RATE CENTER RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- --------------------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions on the Title
Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
DEDICATED RATE CENTER - EXHIBIT 3
---------------------------------
TASKING FOR A STAFF OF [...***...] OR MORE
FY 97 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
----- 01 APRIL 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
DEDICATED RATE CENTER RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- --------------------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
TECHNICAL SUPPORT II S2
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions on the Title
Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF
CONTINUATION
SHEET 1A 45 PAGES
- --------------------------------------------------------------------------------
NAME OF OFFERER OR CONTRACTOR
- --------------------------------------------------------------------------------------------------------------
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SCHEDULE OF BID ITEMS
FOR
TECHNICAL SERVICES IN SUPPORT OF
THE FEDERAL AVIATION ADMINISTRATION'S
EMERGENCY OPERATIONS PROGRAM
1. PROVIDE TECHNICAL SERVICES IN SUPPORT OF $ *
THE FEDERAL AVIATION ADMINISTRATION'S (FAA) ----------
EMERGENCY OPERATIONS PROGRAM.
</TABLE>
*COST PROPOSAL RATES OF SUCCESSFUL OFFEROR
TO BE INCORPORATED BY REFERENCE.
- --------------------------------------------------------------------------------
<PAGE>
2
PART I - SECTION C
DESCRIPTION/SPECIFICATIONS
See attached Statement of Work.
<PAGE>
3
PART I - SECTION D
PACKAGING AND MARKING
Not applicable.
<PAGE>
4
PART I - SECTION E
INSPECTION AND ACCEPTANCE
52.252-2 CLAUSES INCORPORATED BY REFERENCE. (JUN 1988)
This contract incorporates one or more clauses by reference, with the same
force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available.
(End of clause)
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES
52.246-4 INSPECTION OF SERVICES--FIXED-PRICE. (FEB 1992)
52.246-15 CERTIFICATE OF CONFORMANCE. (APR 1984)
* * *
<PAGE>
5
PART I - SECTION F
DELIVERIES OR PERFORMANCE
52.252-2 CLAUSES INCORPORATED BY REFERENCE. (JUN 1988)
This contract incorporates one or more clauses by reference, with the same
force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available.
(End of clause)
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES
52.212-13 STOP-WORK ORDER. (AUG 1989)
52.212-15 GOVERNMENT DELAY OF WORK. (APR 1984)
* * *
212.01.CS PERIOD OF PERFORMANCE
Performance under this contract shall be for three (3) years from the date
of contract award. Completion dates will be established for individual
delivery orders.
<PAGE>
6
PART I - SECTION G
CONTRACT ADMINISTRATION DATA
SO-G-1 INVOICES
Invoices shall be submitted, in arrears, to the following address for
certification:
Federal Aviation Administration
Manager, Emergency Operations Staff, ADA-20
Room 1015E
800 Independence Ave., S. W.
Washington, DC 20591
Invoices shall reference the contract number and the task/delivery order number.
SO-G-2 AUTHORITY
a. CONTRACTING OFFICER (CO). The Contracting Officer is the only person
with the authority to direct or negotiate changes to the contract, direct or
negotiate changes to the task/delivery orders when funds are involved, modify
or extend the contract period, issue task orders to the contract and designate
the Contracting Officer's Technical Representative (COTR).
b. CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR). The COTR has
the authority over the technical content of task/delivery orders, will be the
technical contact for the contractor, will receive and discuss status of tasks,
will review the monthly report, and will provide the CO with statements of work
for proposed tasks.
SO-G-3 METHOD OF PAYMENT
a. Payments under this contract will be made either by check or by wire
transfer through the Treasury Financial Communications System at the option of
the Government.
b. The contractor shall forward the following information in writing to
the paying office not later than seven (7) days after receipt of notice of
award.
1. Full name, title, phone number, and complete mailing address of
responsible official(s) to whom check payments are to be sent and who may be
contacted concerning the bank account information requested below.
2. The following bank account information is required to accomplish
wire transfers:
(a) Name, address, and telegraphic abbreviation of the
receiving financial institution.
(b) Receiving financial institution's 9-digit American Bankers
Association (ABA) identifying number for routing transfer of funds. (Provide
this number only if the receiving financial institution has access to the
Federal Reserve Communications System.)
<PAGE>
7
(c) Recipient's name and account number and the receiving
financial institution to be credited with the funds.
(d) If the receiving financial institution does not have access
to the Federal Reserve Communications System, provide the name of the
correspondent financial institution through which the receiving financial
institution receives electronic funds transfer messages. If a correspondent
financial institution is specified, also provide:
(1) Address and telegraphic abbreviation of the
correspondent financial institution.
(2) The correspondent financial institution's 9-digit ABA
identifying number for routing transfer of funds.
c. Any changes to the information furnished under paragraph b. of this
clause shall be furnished to the paying office in writing at least 30 days
before the effective date of the change. It is the contractor's responsibility
to furnish these changes promptly to avoid payments to erroneous addresses or
bank accounts.
d. The document furnishing the information required in paragraphs b. and
c. must be dated and contain the signature, title, and telephone numbers of the
contractor official authorized to provide it, as well as the contractor's name
and contract number.
<PAGE>
8
PART I - SECTION H
SPECIAL CONTRACT REQUIREMENTS
SO-H-1 ORDERING PROCEDURE
All work under this contract will be awarded by firm-fixed price
task/delivery orders. The Contracting Officer is the only individual
authorized to issue task/delivery orders. The procedures will be as follows:
a. Statement of Work is furnished to contractor by the CO.
b. Contractor furnishes price proposal, with cost breakdown, to the CO for
evaluation.
c. Upon completion of negotiations, or determination of price
reasonableness, a firm-fixed price task/delivery order is issued to the
contractor.
SO-H-2 KEY PERSONNEL
Pursuant to the Transportation Acquisition Regulation 1252.215.71,
entitled Key Personnel, it has been mutually agreed between the contracting
parties that the individual listed below, who represents the Contractor and its
subcontractors and consultants, is considered to meet requisite qualifications
for technical competence and experience, in order to be designated as key
personnel. In the event it should become necessary to replace any designated
key personnel, or to designate additional individuals under future
task/delivery orders, successor and/or additional personnel are to be provided
who have equivalent or superior qualifications. The Contractor agrees to
submit to the Contracting Officer, in duplicate, a written comprehensive resume
of the qualifications and experience of any replacement or subsequently
designated key personnel, if practical, and in any event as soon as is feasible
under the particular circumstances.
Title Key Personnel
----- -------------
Project Manager _______________________
(Insert Name)
SO-H-3 RELATIONSHIPS
The Contractor shall provide support to the Government by completing
task/delivery orders under this contract. The Contractor shall not provide
technical direction of, or assume the Government's responsibility under any
program. Although the effort under this contract may include recommendations
to the Government, specific Government approval and action will be necessary
before such recommendations can become effective. The Contractor shall not
take any action with respect to any other contractor which causes any change in
that contractor's scope of work, costs or scheduling.
SO-H-4 PERSONAL SERVICES
No personal services shall be performed under this contract. No
contractor employee will be directly supervised by the Government. All work
shall be ordered by task/delivery order. If the Contractor believes any
<PAGE>
9
Government action or communication has been given that would create a
personal services relationship between the Government and any contractor
employee, the Contractor shall promptly notify the Contracting Officer of
this communication or action.
The Contractor shall not perform any inherently Governmental actions
under this contract. No contractor employee shall hold him or herself out to
be a Government employee, agent, or representative. No contractor employee
shall state orally, or in writing, at any time, that he or she is acting on
behalf of the Government. In all communications with third parties in
connection with this contract, contractor employees shall identify
themselves as contractor employees and specify the name of the company for
which they work. In all communications with other Government contractors in
connection with this contract, the Contractor employee shall state that they
have no authority to change the contract in any way and that if the other
Contractor believes this communication to be a direction to change their
contract, they should notify the Contracting Officer for that contract and
not carry out the direction until a clarification has been issued by the
Contracting Officer.
The Contractor shall insure that all of its employees working on this
contract are informed of the substance of this clause. Nothing in this clause
shall limit the Government's rights in any way under any other provision of
the contract, including those related to the Government's right to inspect
and accept the services to be performed under this contract. The substance of
this clause shall included in all subcontracts at any tier.
SO-H-5 CONFIDENTIALITY OF DATA AND INFORMATION
The Contractor, and any of its subcontractors, in performance of this
contract, may have need for access to, and use of, various types of data and
information in the possession of the Government which the Government obtained
under conditions which restrict the Government's right to use and disclose
the data and information, or which may be of a nature that its dissemination
or use other than in the performance of this contract, would be adverse to
the interests of the Government or other parties. Therefore, the Contractor
and its subcontractor(s) agree to abide by any restrictive use conditions on
such data and NOT TO:
a. Knowingly disclose such data or information to others without
written authorization from the Contracting Officer, unless the data or
information has otherwise become available to the public through no action or
fault of the Contractor.
b. Use for any purpose other than the performance of this contract that
data which bears a restrictive marking or legend, unless such information or
data has otherwise fallen into the public domain through no action or fault
of the Contractor.
The Contractor agrees to make employees aware of the requirement to
maintain confidentiality of data and/or information, and in the necessity to
refrain from divulging either the proprietary data or other companies or data
that is obtained from the Government to anyone except as authorized.
The Contractor agrees to hold the Government harmless and indemnify the
Government as to any cost/loss resulting from the unauthorized use or
disclosure of third party data or software by the Contractor, its employees,
subcontractors, or agents.
<PAGE>
10
Except as the Contracting Officer specifically authorizes in writing,
upon completion of all work under the contract, the Contractor shall return
all such data and information obtained from the Government, including all
copies, modifications, adaptation, or combinations thereof, to the Contracting
Officer.
SO-H-6 SUBCONTRACTORS/CONSULTANTS
Before employment of any subcontractor/consultant under this contract,
the Contractor shall submit an advance written notification to the
Contracting Officer to obtain the Contracting Officer's agreement.
<PAGE>
11
PART II - SECTION I
CONTRACT CLAUSES
52.252-2 CLAUSES INCORPORATED BY REFERENCE. (JUN 1988)
This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available.
(End of clause)
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES
52.202-1 DEFINITIONS. (SEP 1991)
52.203-1 OFFICERS NOT TO BENEFIT. (APR 1984)
52.203-3 GRATUITIES. (APR 1984)
52.203-5 COVENANT AGAINST CONTINGENT FEES. (APR 1984)
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL
1985)
52.203-7 ANTI-KICKBACK PROCEDURES. (OCT 1988)
52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY.
(SEP 1990)
52.204-2 SECURITY REQUIREMENTS. (APR 1984)
52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH
CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT
(NOV 1992)
52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL. (FEB 1993)
52.215-33 ORDER OF PRECEDENCE. (JAN 1986)
52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED
BUSINESS CONCERNS. (FEB 1990)
52.219-13 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES. (AUG 1986)
52.219-16 LIQUIDATED DAMAGES-SMALL BUSINESS SUBCONTRACTING PLAN. (AUG
1989)
52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS. (APR 1984)
52.222-3 CONVICT LABOR. (APR 1984)
52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT--OVERTIME
COMPENSATION. (MAR 1986)
52.222-20 WALSH-HEALY PUBLIC CONTRACTS ACT. (APR 1984)
52.222-26 EQUAL OPPORTUNITY. (APR 1984)
52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA
VETERANS. (APR 1984)
52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS. (APR 1984)
52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS
OF THE VIETNAM ERA. (JAN 1988)
52.222-41 SERVICE CONTRACT ACT OF 1965, AS AMENDED.
(MAY 1989)
52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT--PRICE
ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS). (MAY 1989)
52.223-2 CLEAR AIR AND WATER. (APR 1984)
52.223-6 DRUG-FREE WORKPLACE. (JUL 1990)
52.227-1 AUTHORIZATION AND CONSENT. (APR 1984)
52.229-3 FEDERAL, STATE, AND LOCAL TAXES. (JAN 1991)
52.229-5 TAXES--CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO RICO.
(APR 1984)
52.232-1 PAYMENTS. (APR 1984)
<PAGE>
12
52.232-8 DISCOUNTS FOR PROMPT PAYMENT. (APR 1989)
52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS. (APR 1984)
52.232-11 EXTRAS. (APR 1984)
52.232-18 AVAILABILITY OF FUNDS. (APR 1984)
52.232-23 ASSIGNMENT OF CLAIMS. (JAN 1986)
52.232-25 PROMPT PAYMENT. (MAR 1994)
52.232-28 ELECTRONIC FUNDS TRANSFER PAYMENT METHODS. (APR 1989)
52.233-1 DISPUTES. (DEC 1991) - ALTERNATE I. (DEC 1991)
52.233-3 PROTEST AFTER AWARD. (AUG 1989)
52.237-3 CONTINUITY OF SERVICES. (JAN 1991)
52.242-13 BANKRUPTCY (APR 1991)
52.243-1 CHANGES--FIXED-PRICE. (AUG 1987) - ALTERNATE III. (APR 1984)
52.244-1 SUBCONTRACTS UNDER FIXED-PRICE CONTRACTS.
(APR 1991)
52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED PRICE)
(APR 1984)
52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE). (APR 1984)
* * *
52.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY-
MODIFICATION. (NOV 1990)
(a) Definitions. The definitions set forth in FAR 3.104-4 are hereby
incorporated in this clause.
(b) The Contractor agrees that it will execute the certification set forth
in paragraph (c) of this clause WHEN REQUESTED BY THE CONTRACTING OFFICER IN
CONNECTION WITH THE EXECUTION OF ANY MODIFICATION OF THIS CONTRACT.
(c) Certification. As required in paragraph (b) of this clause, the
officer or employee responsible for the modification proposal shall execute the
following certification:
CERTIFICATE OF PROCUREMENT INTEGRITY - MODIFICATION (NOV 1990)
(1) I, ________________________ (Name of certifier), am the officer or
employee responsible for the preparation of this modification proposal and
hereby certify that, to the best of my knowledge and belief, with the
exception of any information described in this certification, I have no
information concerning a violation or possible violation of subsection 27(a),
(b), (d), or (f) of the Office of Federal Procurement Policy Act, as amended*
(41 U.S.C. 423), (hereinafter referred to as "the Act"), as implemented in
the FAR, occurring during the conduct of this procurement ___________________
(contract and modification number).
(2) As required by subsection 27(e)(1)(B) of the Act, I further certify
to the best of my knowledge and belief, each officer, employee, agent,
representative, and consultant of _____________________ (Name of offeror) who
has participated personally and substantially in the preparation or
submission of this proposal has certified that he or she is familiar with,
and will comply with, the requirements of subsection 27(a) of the Act, as
implemented in the FAR, and will report immediately to me any information
concerning a violation or possible violation of subsection 27(a), (b), (c),
(d), or (f) of the Act, as implemented in the FAR, pertaining to this
procurement.
(3) Violations or possible violations:
(Continue on plain bond paper if necessary and label Certificate of Procurement
Integrity - Modification (Continuation Sheet), ENTER "NONE" IF NONE EXISTS)
<PAGE>
13
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
(Signature of the Officer or Employee
Responsible for the Modification Proposal and Date)
__________________________________________________________________________
(Typed Name of the Officer or Employee
Responsible for the Modification Proposal)
*The Act became effective on December 1, 1990.
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF
THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT
CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18,
UNITED STATES CODE, SECTION 1001.
(End of certification)
(d) In making the certification in paragraph (2) of the certificate, the
officer or employee of the competing Contractor responsible for the offer or
bid, may rely upon a one-time certification from each individual required to
submit a certification to the competing Contractor, supplemented by periodic
training. These certifications shall be obtained at the earliest possible
date after an individual required to certify begins employment or association
with the contractor. If a contractor decides to rely on a certification
executed prior to the suspension of section 27 (i.e., prior to December 1,
1989), the Contractor shall ensure that an individual who has so certified is
notified that section 27 has been reinstated. These certifications shall be
maintained by the Contractor for a period of 6 years from the date a certifying
employee's employment with the company ends or, for an agency, representative,
or consultant, 6 years from the date such individual ceases to act on behalf of
the contractor.
(e) The certification required by paragraph (c) of this clause is a
material representation of fact upon which reliance will be placed in executing
this modification.
(End of clause)
52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN
FEDERAL TRANSACTIONS. (JAN 1990)
(a) Definitions:
"Agency," as used in this clause means executive agency as defined
in 2.101.
"Covered Federal action." as used in this clause, means any of the
following Federal actions:
(a) The awarding of any Federal contract.
(b) The making of any Federal grant.
(c) The making of any Federal loan.
(d) The entering into of any cooperative agreement.
(e) The extension, continuation, renewal, amendment, or modification
of any Federal contract, grant, loan, or cooperative agreement.
"Indian tribe" and "tribal organization," as used in this clause,
have the meaning provided in section 4 of the Indian Self-Determination and
<PAGE>
14
Education Assistance Act (25 U.S.C. 450B) and include Alaskan natives.
"Influencing or attempting to influence," as used in this clause, means
making, with the intent to influence, any communication to or appearance
before any officer or employee of any agency, a Member of Congress, or any
employee of a Member of Congress in connection with any covered Federal
action.
"Local government," as used in this clause, means a unit of government
in a State and, if chartered, established, or otherwise recognized by a State
for the performance of a governmental duty, including a local public
authority, a special district, an intrastate district, a council of
governments, a sponsor group representative organization, and any other
instrumentality of a local government.
"Officer or employee of an agency," as used in this clause, includes the
following individuals who are employed by an agency;
(a) An individual who is appointed to a position in the Government under
title 5, United States Code including a position under a temporary appointment.
(b) A member of the uniformed services, as defined in subsection 101(3),
title 37, United States Code.
(c) A special Government employee, as defined in section 202, title 18,
United States Code.
(d) An individual who is a member of a Federal advisory committee, as
defined by the Federal Advisory Committee Act, title 5, United States Code,
appendix 2.
"Person," as used in this clause, means an individual, corporation,
company, association, authority, firm, partnership, society, State, and local
government, regardless of whether such entity is operated for profit, or not
for profit. This term excludes an Indian tribe, tribal organization, or any
other Indian organization with respect to expenditures specifically permitted
by other Federal law.
"Reasonable compensation," as used in this clause, means, with respect
to expenditures specifically permitted by other Federal law.
"Reasonable payment," as used in this clause, means, with respect to
professional and other technical services, a payment in an amount that is
consistent with the amount normally paid for such services in the private
sector.
"Recipient," as used in this clause, includes the Contractor and all
subcontractors. This term excludes an Indian tribe, tribal organization, or
any other Indian organization with respect to expenditures specifically
permitted by other Federal law.
"Regularly employed," as used in this clause, means, with respect to an
officer or employee of a person requesting or receiving a federal contract,
and officer or employee who is employed by such person for at least 130
working days within 1 year immediately proceeding the date of the submission
that initiates agency consideration of such person for receipt of such
contract, An officer or employee who is employed by such person for less than
130 working days within 1 year immediately preceding the date of the
submission that initiates agency consideration of such person shall be
considered to be regularly employed as soon as he or she is employed by such
person for 130 working days.
"State," as used in this clause, means a State of the United States, the
District of Columbia, the Commonwealth of Puerto Rico, a territory or
possession of the United States, an agency or instrumentality of a State,
and multi-State, regional, or interstate entity having governmental duties
and powers.
(b) Prohibitions. (1) Section 1352 of title 31, United States Code,
among other things, prohibits a recipient of a Federal contract, grant, loan,
or cooperative agreement from using appropriated funds to pay any person for
influencing or attempting to influence an officer of employee of any agency, a
<PAGE>
15
Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with any of the following covered Federal
actions: the awarding of any federal contract: the making of any Federal
grant: the making of any Federal loan: the entering into of any cooperative
agreement; or the modification of any Federal contract, grant, loan, or
cooperative agreement.
(2) The Act also requires Contractors to furnish a disclosure if any
funds other than Federal appropriated funds (including profit or fee received
under a covered Federal transaction) have been paid, or will be paid, to any
person for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with a Federal contract,
grant, loan, or cooperative agreement.
(3) The prohibitions of the Act do not apply under the following
conditions:
(i) Agency and legislative liaison by own employees.
(A) The prohibition on the use of appropriated funds, in
subparagraph (b)(1) of this clause, does not apply in the case of a payment
of reasonable compensation made to an officer or employee of a person
requesting or receiving a covered Federal action if the payment is for agency
and legislative liaison activities not directly related to a covered federal
action.
(B) For the purpose of subdivision (b)(3)(i)(A) of this
clause, providing any information specifically requested by an agency or
Congress is permitted at any time.
(C) The following agency and legislative liaison activities
are permitted at any time where they are not related to a specific
solicitation for any covered Federal action:
(1) Discussing with an agency the qualities and
characteristics (including individual demonstrations) of the person's
products or services, conditions or terms of sale, and service capabilities.
(2) Technical discussions and other activities regarding
the application or adaptation of the person's products or services for an
agency's use.
(D) The following agency and legislative liaison activities
are permitted where they are prior to formal solicitation of any covered
Federal action-
(1) Providing any information not specifically requested
but necessary for an agency to make an informed decision about initiation of
a covered Federal action;
(2) Technical discussions regarding the preparation of an
unsolicited proposal prior to its official submission; and
(3) Capability presentations by persons seeking awards
from an agency pursuant to the provisions of the Small Business Act, as
amended by Pub. L. 95-507, and subsequent amendments.
(E) Only those services expressly authorized by subdivision
(b)(3)(i)(A) of this clause are permitted under this clause.
(ii) Professional and technical services. (A) The prohibition on
the use of appropriated funds, in subparagraph (b)(i) of this clause, does
not apply in the case of-
(1) A payment of reasonable compensation made to an officer or
employee of a person requesting or receiving a covered Federal action or an
extension, continuation, renewal, amendment, or modification of a covered
Federal action, if payment is for professional or technical services rendered
directly in the preparation, submission, or negotiation of any bid, proposal,
or application for that Federal action or for meeting requirements imposed by
or pursuant to law as a condition for receiving that Federal action.
(2) Any reasonable payment to a person, other than an officer
or employee of a person requesting or receiving a covered Federal action or an
<PAGE>
16
extension, continuation, renewal, amendment, or modification of a covered
Federal action if the payment is for professional or technical services rendered
directly in the preparation, submission, or negotiation of any bid, proposal, or
application for that Federal action or for meeting requirements imposed by or
pursuant to law as a condition for receiving that Federal action. Persons other
than officers or employees of a person requesting or receiving a covered Federal
action include consultants and trade associations.
(B) For purposes of subdivision (b) (3) (ii) (A) of this clause,
"professional and technical services" shall be limited to advice and analysis
directly applying any professional or technical discipline. For example,
drafting of a legal document accompanying a bid or proposal by a lawyer is
allowable.
Similarly, technical advice provided by an engineer on the performance or
operational capability of a piece of equipment rendered directly in the
negotiation of a contract is allowable. However, communications with the intent
to influence made by a professional (such as a licensed lawyer) or a technical
person (such as a licensed accountant) are not allowable under this section
unless they provide advice and analysis directly applying their professional or
technical expertise and unless the advice or analysis is rendered directly and
solely in the preparation, submission or negotiation of a covered Federal
action. Thus, for example, communications with the intent to influence made by a
lawyer that do not provide legal advice or analysis directly and solely related
to the legal aspects of his or her client's proposal, but generally advocate one
proposal over another are not allowable under this section because the lawyer is
not providing professional legal services. Similarly, communications with the
intent to influence made by an engineer providing an engineering analysis
prior to the preparation of submission of a bid or proposal are not allowable
under this section since the engineer is providing technical services but not
directly in the preparation, submission or negotiation of a covered Federal
action.
(C) Requirements imposed by or pursuant to law as a condition for
receiving a covered Federal award include those required by law or regulation
and any other requirements in the actual award documents.
(D) Only those services expressly authorized by subdivisions (b) (3)
(ii) (A) (1) and (2) of this clause are permitted under this clause.
(E) The reporting requirements of FAR 3.803(a) shall not apply with
respect to payments of reasonable compensation made to regularly employed
officers or employees of a person.
(c) Disclosure.
(1) The Contractor who requests or receives from an agency a Federal
contract shall file with that agency a disclosure form, OMB standard form LLL,
Disclosure of Lobbying Activities, if such person has made or has agreed to make
any payment using non appropriated funds (to include profits from any covered
Federal action), which would be prohibited under subparagraph (b) (1) of this
clause, if paid for with appropriated funds.
(2) The Contractor shall file a disclosure form at the end of each
calendar quarter in which there occurs any event that materially affects the
accuracy of the information contained in any disclosure form previously filed by
such person under subparagraph (c)(1) of this clause. An event that materially
affects the accuracy of the information reported includes-
(i) A cumulative increase of $25,000 or more in the amount paid or
expected to be paid for influencing or attempting to influence a covered Federal
action; or
(ii) A change in the person(s) or individual(s) influence or
attempt to influence a covered Federal action.
(iii) A change in the officer(s), employee(s), or Member(s)
contacted to influence or attempt to influence a covered Federal action.
(3) The Contractor shall require the submittal of a certification, and
if required, a disclosure form by any person who requests or received any
<PAGE>
17
subcontract exceeding $100,000 under the Federal contract.
(4) All subcontractor disclosure forms (but not certifications) shall
be forwarded from tier to tier until received by the prime Contractor. The prime
Contractor shall submit all disclosures to the Contracting Officer at the end of
the calendar quarter in which the disclosure form is submitted by the
subcontractor. Each subcontractor certification shall be retained in the
subcontract file of the awarding Contractor.
(d) Agreement. The Contractor agrees not to make any payment prohibited by
this clause.
(e) Penalties.
(1) Any person who makes an expenditure prohibited under paragraph (a)
of this clause or who fails to file or amend the disclosure form to be filed or
amended by paragraph (b) of this clause shall be subject to civil penalties as
provided for by 31 U.S.C. 1352. An imposition of a civil penalty does not
prevent the Government form seeking any other remedy that may be applicable.
(2) Contractors may rely without liability on the representation made
by their subcontractors in the certification and disclosure form.
(f) Cost allowability. Nothing in this clause makes allowable or reasonable
any costs which would otherwise be unallowable or unreasonable. Conversely,
costs made specifically unallowable by the requirements in this clause will not
be made allowable under any other provision.
(End of clause)
52.216-18 ORDERING. (APR 1984)
(a) Any supplies and services to be furnished under this contract shall be
ordered by issuance of delivery orders by the Contracting Officer.
(b) All delivery orders are subject to the terms and conditions of this
contract. In the event of conflict between a delivery order and this contract,
the contract shall control.
(c) If mailed, a delivery order is considered "issued" when the Government
deposits the order in the mail. Orders may be issued orally or by written
telecommunications.
(End of clause)
52.216-19 DELIVERY-ORDER LIMITATIONS. (APR 1984)
(a) Minimum order. When the Government requires supplies or services
covered by this contract in an amount of less than $1,000, the Government is not
obligated to purchase, nor is the Contractor obligated to furnish, those
supplies or services under the contract.
(b) Maximum order. The Contractor is not obligated to honor--
(1) Any order for a single item in excess of $500,000;
(2) Any order for a combination of items in excess of $500,000; or
(3) A series of orders from the same ordering office within thirty (30)
days that together call for quantities exceeding the limitation in subparagraph
(1) or (2) above.
(c) If this is a requirements contract (i.e., includes the Requirements
clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the
Government is not required to order a part of any one requirement from the
Contractor if that requirement exceeds the maximum-order limitations in
paragraph (b) above.
(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall
honor any order exceeding the maximum order limitations in paragraph (b),
unless that order (or orders) is returned to the ordering office within ten (10)
days after issuance, with written notice stating the Contractor's intent
<PAGE>
18
not to ship the item (or items) called for and the reasons. Upon receiving
this notice, Government may acquire the supplies or services from another
source.
(End of clause)
52.216-21 REQUIREMENTS. (APR 1984)
(a) This is a requirements contract for the supplies or services
specified, and effective for the period stated, in the Schedule. The
quantities of supplies or services specified in the Schedule are estimates
only and are not purchased by this contract. Except as this contract may
otherwise provide, if the Government's requirements do not result in orders
in the quantities described as "estimated" or "maximum" in the Schedule, that
fact shall not constitute the basis for an equitable price adjustment.
(b) Delivery or performance shall be made only as authorized by orders
issued in accordance with the Ordering clause. Subject to any limitations in
the Delivery-Order Limitations clause or elsewhere in this contract, the
Contractor shall furnish to the Government all supplies or services specified
in the Schedule and called for by orders issued in accordance with the
Ordering clause. The Government may issue orders requiring delivery to
multiple destinations or performance at multiple locations.
(c) Except as this contract otherwise provides, the Government shall
order from the Contractor all the supplies or services specified in the
Schedule that are required to be purchased by the Government activity or
activities specified in the Schedule.
(d) The Government is not required to purchase from the Contractor
requirements in excess of any limit on total orders under this contract.
(e) If the Government urgently requires delivery of any quantity of an
item before the earliest date that delivery may be specified under this
contract, and if the Contractor will not accept an order providing for the
accelerated delivery, the Government may acquire the urgently required goods
or services from another source.
(f) Any order issued during the effective period of this contract and
not completed within that period shall be completed by the Contractor within
the time specified in the order. The contract shall govern the Contractor's
and Government's rights and obligations with respect to that order to the
same extent as if the order were completed during the contract's effective
period.
(End of clause)
52.219-9 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING
PLAN. (JAN 1991)
(a) This clause does not apply to small business concerns.
(b) "Commercial product," as used in this clause, means a product in
regular production that is sold in substantial quantities to the general
public and/or industry at established catalog or market prices. It also means
a product which, in the opinion of the Contracting Officer, differs only
insignificantly from the Contractor's commercial product.
"Subcontract," as used in this clause, means any agreement (other than
one involving an employer-employee relationship) entered into by a Federal
Government prime Contractor or subcontractor calling for supplies or services
required for performance of the contract or subcontract.
(c) The offeror, UPON REQUEST BY THE CONTRACTING OFFICER, shall submit
and negotiate a subcontracting plan, where applicable, which separately
addresses subcontracting with small business concerns and with small
disadvantaged
<PAGE>
19
business concerns. If the offeror is submitting an individual contract plan,
the plan must separately address subcontracting with small business concerns
and with small disadvantaged business concerns with a separate part for the
basic contract and separate parts for each option (if any). The plan shall be
included in and made a part of the resultant contract. The subcontracting
plan shall be negotiated within the time specified by the Contracting
Officer. Failure to submit and negotiate the subcontracting plan shall make
the offeror ineligible for award of a contract.
(d) The offeror's subcontracting plan shall include the following:
(1) Goals, expressed in terms of percentages of total planned
subcontracting dollars, for the use of small business concerns and small
disadvantaged business concerns as subcontractors. The offeror shall include
all subcontracts that contribute to contract performance, and may include a
proportionate share of products and services that are normally allocated as
indirect costs.
(2) A statement of--
(i) Total dollars planned to be subcontracted;
(ii) Total dollars planned to be subcontracted to small
business concerns; and
(iii) Total dollars planned to be subcontracted to small
disadvantaged business concerns.
(3) A description of the principal types of supplies and services
to be subcontracted, and an identification of the types planned for
subcontracting to (i) small business concerns and (ii) small disadvantaged
business concerns.
(4) A description of the method used to develop the subcontracting
goals in (1) above.
(5) A description of the method used to identify potential sources
for solicitation purposes (e.g., existing company source lists, the
Procurement Automated Source System (PASS) of the Small Business
Administration, the National Minority Purchasing Council Vendor Information
Service, the Research and Information Division of the Minority Business
Development Agency in the Department of Commerce, or small and small
disadvantaged business concerns trade associations).
(6) A statement as to whether or not the offeror included
indirect costs in establishing subcontracting goals, and a description of
the method used to determine the proportionate share of indirect costs to be
incurred with (i) small business concerns and (ii) small disadvantaged
business concerns.
(7) The name of the individual employed by the offeror who will
administer the offeror's subcontracting program, and a description of the
duties of the individual.
(8) A description of the efforts the offeror will make to assure
that small business concerns and small disadvantaged business concerns have
an equitable opportunity to compete for subcontracts.
(9) Assurances that the offeror will include the clause in this
contract entitled "Utilization of Small Business Concerns and Small
Disadvantaged Business Concerns" in all subcontracts that offer further
subcontracting opportunities, and that the offeror will require all
subcontractors (except small business concerns) who receive subcontracts in
excess of $500,000 ($1,000,000 for construction of any public facility), to
adopt a plan similar to the plan agreed to by the offeror.
(10) Assurances that the offeror will (i) cooperate in any studies
or surveys as may be required, (ii) submit periodic reports in order to allow
the Government to determine the extent of compliance by the offeror with the
subcontracting plan, (iii) submit Standard Form (SF) 294, Subcontracting
Report for Individual Contracts, and/or SF 295, Summary Subcontract Report,
in accordance with the instructions on the forms, and (iv) ensure that its
subcontractors agree to submit Standard Forms 294 and 295.
<PAGE>
20
(11) A recitation of the types of records the offeror will
maintain to demonstrate procedures that have been adopted to comply with the
requirements and goals in the plan, including establishing source lists; and
a description of its efforts to locate small and small disadvantaged business
concerns and award subcontracts to them. The records shall include at least
the following (on a plant-wide or company-wide basis, unless otherwise
indicated):
(i) Source lists, guides, and other data that identify
small and small disadvantaged business concerns.
(ii) Organizations contacted in an attempt to locate
sources that are small or small disadvantaged business concerns.
(iii) Records on each subcontract solicitation resulting in
an award of more than $100,000, indicating (A) whether small business
concerns were solicited and if not, why not, (B) whether small disadvantaged
business concerns were solicited and if not, why not, and (C) if applicable,
the reason award was not made to a small business concern.
(iv) Records of any outreach efforts to contact (A) trade
associations, (B) business development organizations, and (C) conferences and
trade fairs to locate small and small disadvantaged business sources.
(v) Records of internal guidance and encouragement
provided to buyers through (A) workshops, seminars, training, etc., and (B)
monitoring performance to evaluate compliance with the program's requirements.
(vi) On a contract-by-contract basis, records to support
award data submitted by the offeror to the Government, including the name,
address, and business size of each subcontractor. Contractors having company
or division-wide annual plans need not comply with this requirement.
(e) In order to effectively implement this plan to the extent
consistent with efficient contract performance, the Contractor shall perform
the following functions:
(1) Assist small business and small disadvantaged business
concerns by arranging solicitations, time for the preparation of bids,
quantities, specifications, and delivery schedules so as to facilitate the
participation by such concerns. Where the Contractor's lists of potential
small business and small disadvantaged subcontractors are excessively long,
reasonable effort shall be made to give all such small business concerns an
opportunity to compete over a period of time.
(2) Provide adequate and timely consideration of the
potentialities of small business and small disadvantaged business concerns in
all "make-or-buy" decisions.
(3) Counsel and discuss subcontracting opportunities with
representatives of small and small disadvantaged business firms.
(4) Provide notice to subcontractors, concerning penalties for
misrepresentations of business status as small business or small
disadvantaged business for the purpose of obtaining a subcontract that is to
be included as part or all of a goal contained in the Contractor's
subcontracting plan.
(f) A master subcontracting plan on a plant or division-wide basis
which contains all the elements required by (d) above, except goals, may be
incorporated by reference as a part of the subcontracting plan required of
the offeror by this clause; provided, (1) the master plan has been approved,
(2) the offeror provides copies of the approved master plan and evidence of
its approval to the Contracting Officer, and (3) goals and any deviations
from the master plan deemed necessary by the Contracting Officer to satisfy
the requirements of this contract are set forth in the individual
subcontracting plan.
(g) (1) If a commercial product is offered, the subcontracting plan
required by this clause may relate to the offeror's production generally, for
both commercial and non commercial products, rather than solely to the
Government contract. In these cases, the offeror shall, with the concurrence
of the Contracting Officer, submit one company-wide or division-wide annual
plan.
(2) The annual plan shall be reviewed for approval by the agency
awarding the offeror its first prime contract requiring a subcontracting plan
<PAGE>
21
during the fiscal year, or by an agency satisfactory to the Contracting
Officer.
(3) The approved plan shall remain in effect during the
offeror's fiscal year for all of the offeror's commercial products.
(h) Prior compliance of the offeror with other such subcontracting
plans under previous contracts will be considered by the Contracting Officer
in determining the responsibility of the offeror for award of the contract.
(i) The failure of the Contractor or subcontractor to comply in good
faith with (1) the clause of this contract entitled "Utilization of Small
Business Concerns and Small Disadvantaged Business Concerns," or (2) an
approved plan required by this clause, shall be a material breach of the
contract.
(End of clause)
52.232-17 INTEREST. (JAN 1991)
(a) Notwithstanding any other clause of this contract, all amounts
except amounts that are repayable and which bear interest under a Price
Reduction for Defective Cost or Pricing Data clause that become payable by
the Contractor to the Government under this contract (net of any applicable
tax credit under the Internal Revenue Code (26 U.S.C. 1481)) shall bear
simple interest from the date due until paid unless paid within 30 days of
becoming due. The interest rate shall be the interest rate established by
the Secretary of the Treasury as provided in Section 12 of the Contract
Disputes Act of 1978 (Public Law 95-563), which is applicable to the period
in which the amount becomes due, as provided in paragraph (b) of this clause,
and then at the rate applicable for each six-month period as fixed by the
Secretary until the amount is paid.
(b) Amounts shall be due at the earliest of the following dates:
(1) The date fixed under this contract.
(2) The date of the first written demand for payment consistent
with this contract, including any demand resulting from a default termination.
(3) The date the Government transmits to the Contractor a
proposed supplemental agreement to confirm completed negotiations
establishing the amount of debt.
(4) If this contract provides for revision of prices, the date
of written notice to the Contract or stating the amount of refund payable in
connection with a pricing proposal or a negotiated pricing agreement not
confirmed by contract modification.
(c) The interest charge made under this clause may be reduced under
the procedures prescribed in 32.614-2 of the Federal Acquisition Regulation
in effect on the date of this contract.
(End of clause)
1252.215-70 KEY PERSONNEL AND/OR FACILITIES (OCT 1994)
(a) The personnel and/or facilities as specified below are considered
essential to the work being performed hereunder and may, with the consent of
the contracting parties, be changed from time to time during the course of
the contract by adding or deleting personnel and/or facilities, as
appropriate.
(b) Prior to removing, replacing, or diverting any of the specified
individuals or facilities, the Contractor shall notify, in writing, and
<PAGE>
22
receive consent from, the Contracting Officer reasonably in advance of the
action and shall submit justification (including proposed substitutions) in
sufficient detail to permit evaluation of the impact on this contract.
(c) No diversion shall be made by the Contractor without the written
consent of the Contracting Officer. The Contracting Officer may ratify, in
writing, the change and such ratification shall constitute the consent of the
Contracting Officer required by this clause.
KEY PERSONNEL UNDER THIS CONTRACT: PROJECT MANAGER
(End of clause)
1252.219-70 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING
REPORTING (OCT 1994)
(a) The Contractor shall submit the Summary Subcontract Report
(Standard Form 295 (SF-295)) to the Department of Transportation, Office of
the Secretary, Office of Small and Disadvantaged Business Utilization (S-42),
400 7th St., SW, Washington, DC, 20590.
(b) The Contractor shall report the information in Blocks 14, 17 and
18 of the SF-295.
(c) The Contractor shall include this clause in all subcontracts that
include the clause at (FAR) 48 CFR 52.219-9.
(End of clause)
1252.222-70 STRIKES OR PICKETING AFFECTING TIMELY COMPLETION OF THE CONTRACT
WORK (OCT 1994)
Notwithstanding any other provision hereof, the Contractor is
responsible for delays arising out of labor disputes, including but not
limited to strikes, if such strikes are reasonably avoidable. A delay caused
by a strike or by picketing which constitutes an unfair labor practice is not
excusable unless the Contractor takes all reasonable and appropriate action
to end such a strike or picketing, such as the filing of a charge with the
National Labor Relations Board, the use of other available Government
procedures, and the use of private boards or organizations for the settlement
of disputes.
(End of clause)
1252.222-71 STRIKES OR PICKETING AFFECTING ACCESS TO A DOT FACILITY (OCT 1994)
If the Contracting Officer notifies the Contractor in writing that a
strike or picketing: (a) is directed at the Contractor or subcontractor or
any employee of either; and (b) impedes or threatens to impede access by any
person to a DOT facility where the site of the work is located, the
Contractor shall take all appropriate action to end such strike or picketing,
including, if necessary, the filing of a charge of unfair labor practice with
the National Labor Relations Board or the use of other available judicial or
administrative remedies.
(End of clause)
<PAGE>
23
1252.223-71 ACCIDENT AND FIRE REPORTING (OCT 1994)
(a) The Contractor shall report to the Contracting Officer any
accident or fire occurring at the site of the work which causes:
(1) A fatality or as much as one lost workday on the part of any
employee of the Contractor or subcontractor at any tier;
(2) Damage of $1,000 or more to Federal property, either real or
personal;
(3) Damage of $1,000 or more to Contractor or subcontractor
owned or leased motor vehicles or mobile equipment; or
(4) Damage for which a contract time extension may be requested.
(b) Accident and fire reports required by paragraph (a) above shall be
accomplished by the following means:
(1) Accidents or fires resulting in death, hospitalization of
five or more persons, or destruction of Federal property (either real or
personal), the total value of which is estimated at $100,000 or more, shall
be reported immediately by telephone to the Contracting Officer or his/her
authorized representative and shall be confirmed by telegram or facsimile
transmission with 24 hours to the Contracting Officer. Such telegram or
facsimile transmission shall state all known facts as to extent of injury and
damage and as to cause of the accident or fire.
(2) Other accident and fire reports required by paragraph (a)
above may be reported by the Contractor using a state, private insurance
carrier, or Contractor accident report form which provides for the statement
of:
(i) The extent of injury; and
(ii) The damage and cause of the accident or fire.
Such report shall be mailed or otherwise delivered to the Contracting Officer
within 48 hours of the occurrence of the accident or fire.
(c) The Contractor shall assure compliance by subcontractors at all
tiers with the requirements of this clause.
(End of clause)
1228.228-72 RISK AND INDEMNITIES (OCT 1994)
The Contractor hereby agrees to indemnify and hold harmless the
Government, its officers and employees from and against all claims, demands,
damages, liabilities, losses, suits and judgments (including all costs and
expenses incident thereto) which may be suffered by, accrued against, be
charged to or recoverable from the Government, its officers and employees by
reason of injury to or death of any person other than officers, agents, or
employees of the Government or by reason of damage to property of others of
whatsoever kind (other than the property of the Government, its officers,
agents or employees) arising out of the operation of the aircraft. In the
event the Contractor
<PAGE>
24
holds or obtains insurance in support of this covenant, a Certificate of
Insurance shall be delivered to the Contracting Officer.
(End of clause)
1252.237-70 QUALIFICATIONS OF EMPLOYEES (OCT 1994)
The Contracting Officer may require dismissal from work of those
employees which he/she deems incompetent, careless, insubordinate, unsuitable
or otherwise objection-able, or whose continued employment he/she deems
contrary to the public interest or inconsistent with the best interest of
national security. The Contractor shall fill out, and cause each of its
employees on the contract work to fill out, for submission to the Government,
such forms as may be necessary for security or other reasons. Upon request of
the Contracting Officer, the Contractor's employees shall be fingerprinted.
Each employee of the Contractor shall be a citizen of the United States of
America, or an alien who has been lawfully admitted for permanent residence
as evidenced by Alien Registration Receipt Card Form I-151, or who presents
other evidence from the Immigration and Naturalization Service that
employment will not affect his/her immigration status.
(End of provision)
1252.242-71 CONTRACTOR TESTIMONY (OCT 1994)
All requests for the testimony of the Contractor or its employees, and
any intention to testify as an expert witness relating to: (a) any work
required by, and/or performed under, this contract; or (b) any information
provided by any party to assist the Contractor in the performance of this
contract, shall be immediately reported to the Contracting Officer. Neither
the Contractor nor its employees shall testify on a matter related to work
performed or information provided under this contract, either voluntarily or
pursuant to a request, in any judicial or administrative proceeding unless
approved by the Contracting Officer or required by a judge in a final court
order.
(End of clause)
1252.242-72 DISSEMINATION OF CONTRACT INFORMATION (OCT 1994)
The Contractor shall not publish, permit to be published, or distribute
for public consumption, any information, oral or written, concerning the
results or conclusions made pursuant to the performance of this contract,
without the prior written consent of the Contracting Officer. Two copies of
any material proposed to be published or distributed shall be submitted to
the Contracting Officer.
(End of clause)
1252.242-73 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (OCT 1994)
(a) The Contracting Officer may designate Government personnel to act as
the Contracting Officer's Technical Representative (COTR) to perform
functions under the contract such as review and/or inspection and acceptance
of supplies, services, including construction, and other functions of a
technical nature. The Contracting Officer will provide a written notice of
such designation to the Contractor within five working days after contract
award or for construction, not less than five working days prior to giving
the contractor the notice to proceed. The designation letter will set forth
the
<PAGE>
25
authorities and limitations of the COTR under the contract.
(b) The Contracting Officer cannot authorize the COTR or any other
representative to sign documents (i.e., contracts, contract modifications,
etc.) that require the signature of the Contracting Officer.
(End of clause)
<PAGE>
26
PART III - SECTION J
LIST OF ATTACHMENTS
ATTACHMENT 1 - STATEMENT OF WORK, 3 PAGES
<PAGE>
27
PART IV - SECTION K
REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS
52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE. (JUN 1988)
This solicitation incorporates one or more solicitation provisions by
reference, with the same force and effect as if they were given in full text.
Upon request, the Contracting Officer will make their full text available.
(End of provision)
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
SOLICITATION PROVISIONS
52.222-21 CERTIFICATION OF NONSEGREGATED FACILITIES. (APR 1984)
52.223-5 CERTIFICATION REGARDING A DRUG-FREE WORKPLACE. (JUL 1990)
52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION. (APR 1985)
(a) The offeror certifies that--
(1) The prices in this offer have been arrived at independently,
without, for the purpose of restricting competition, any consultation,
communication, or agreement with any other offeror or competitor relating to
(i) those prices, (ii) the intention to submit an offer, or (iii) the methods
or factors used to calculate the prices offered;
(2) The prices in this offer have not been and will not be knowingly
disclosed by the offeror, directly or indirectly, to any other offeror or
competitor before bid opening (in the case of a sealed bid solicitation) or
contract award (in the case of a negotiated solicitation) unless otherwise
required by law; and
(3) No attempt has been made or will be made by the offeror to
induce any other concern to submit or not to submit an offer for the purpose
of restricting competition.
(b) Each signature on the offer is considered to be a certification by
the signatory that the signatory--
(1) Is the person in the offeror's organization responsible for
determining the prices being offered in this bid or proposal, and that the
signatory has not participated and will not participate in any action
contrary to subparagraphs (a)(1) through (a)(3) above; or
(2) (i) Has been authorized in writing, to act as agent for the
following principals in certifying that those principals have not
participated, and will not participate in any action contrary to
subparagraphs (a)(1) through (a)(3) above.
Linda M. Frady, Director of Contracts - East (insert full name
of person(s) in the offeror's organization responsible for determining the
prices offered in this bid or proposal, and the title of his or her position
in the offeror's organization.)
(ii) As an authorized agent, does certify that the principals
named in subdivision (b)(2)(i) above have not participated, and will not
participate, in any action contrary to subparagraphs (a)(1) through (a)(3)
above; and
(iii) As an agent, has not personally participated, and will not
participate, in any action contrary to subparagraphs (a)(1) through (a)(3)
above.
<PAGE>
28
(c) If the offeror deletes or modifies subparagraph (a)(2) above, the
offeror must furnish with its offer a signed statement setting forth in
detail the circumstances of the disclosure.
(End of provision)
52.203-4 CONTINGENT FEE REPRESENTATION AND AGREEMENT. (APR 1984)
(a) Representation. The offeror represents that, except for full-time
bona fide employees working solely for the offeror, the offeror--
Note: The offeror must check the appropriate boxes. For interpretation
of the representation, including the term "bona fide employee," see Subpart
3.4 of the Federal Acquisition Regulation.
(1) / / has, /XX/ has not employed or retained any person or
company to solicit or obtain this contract; and
(2) / / has, /XX/ has not paid or agreed to pay to any person or
company employed or retained to solicit or obtain this contract any
commission, percentage, brokerage, or other fee contingent upon or resulting
from the award of this contract.
(b) Agreement. The offeror agrees to provide information relating to
the above Representation as required by the Contracting Officer and, when
subparagraph (a)(1) or (a)(2) is answered affirmatively, to promptly submit
to the Contracting Officer--
(1) A completed Standard Form 119, Statement of Contingent or Other
Fees, (SF 119); or
(2) A signed statement indicating that the SF 119 was previously
submitted to the same contracting office, including the date and applicable
solicitation or contract number, and representing that the prior SF 119
applies to this offer or quotation.
(End of provision)
52.203-8 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY. (NOV 1990) -
ALTERNATE I. (SEP 1990)
(a) Definitions. The definitions set forth in FAR 3.104-4 are hereby
incorporated in this provision.
(b) Certifications. As required in paragraph (c) of this provision, the
officer or employee responsible for this offer shall execute the following
certification:
CERTIFICATE OF PROCUREMENT INTEGRITY
(1) I, Linda M. Frady (Name of certifier), am the officer or
employee responsible for the preparation of this offer or bid and hereby
certify that, to the best of my knowledge and belief, with the exception of
any information described in this certificate, I have no information
concerning a violation or possible violation of subsection 27(a), (d) or (f)
of the Office of Federal Procurement Policy Act, as amended* (41 U.S.C. 423)
(hereinafter referred to as "the Act"), as implemented in the FAR, occurring
during the conduct of this procurement DTFA06-94-R-30067 (solicitation
number).
(2) As required by subsection 27(e)(1)(B) of the Act, I further
certify that, to the best of my knowledge and belief, each officer, employee,
agent, representative, and consultant of Titan Corporation (Name of
offeror) who has participated personally and substantially in the preparation
or submission of this offer has certified that he or she is familiar with,
and will comply with, the requirement of this subsection 27(a) of the Act, as
<PAGE>
29
implemented in the FAR, and will report immediately to me any information
concerning a violation or possible violation of the Act, as implemented in the
FAR, pertaining to this procurement.
(3) Violations or possible violations:
(Continue on plain bond paper if necessary and label Certificate of Procurement
Integrity (Continuation Sheet), ENTER NONE IF NONE EXISTS)
NONE
- --------------------------------------------------
- --------------------------------------------------
- -------------------------------- ---------------
(4) I agree that, if awarded a contract under this solicitation, the
certification required by subsection 27(e)(1)(B) of the Act shall be maintained
in accordance with paragraph (f) of this provision.
(Signature of the Officer or Employee (Date)
Responsible for the Offer)
Linda M. Frady /s/ Linda M. Frady 1/18/95
- ----------------------------------------
(Typed Name of the Officer or Employee
Responsible for the Offer)
*The Act became effective on December 1, 1990.
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES CODE,
SECTION 1001.
(End of certification)
(c) For procurements, including contract modifications, in excess of $100,000
made using procedures other than sealed bidding, the signed certifications shall
be submitted by the successful Offeror to the Contracting Officer within the
time period specified by the Contracting Officer when requesting the
certificates except as provided in subparagraphs (c)(1) through (c)(5) of this
clause. In no event shall the certificate be submitted subsequent to award of a
contract or execution of a contract modification:
(1) For letter contracts, other unpriced contracts, or unpriced contract
modifications, whether or not the unpriced contract or modification contains a
maximum or not to exceed price, the signed certifications shall be submitted
prior to the award of the letter contract, unpriced contract, or unpriced
contract modification, and prior to the definitization of the letter contract or
the establishment of the price of the unpriced contract or unpriced contract
modification. The second certification shall apply only to the period between
award of the letter contact and execution of the document definitizing the
letter contract, or award of the unpriced contract or unpriced contract
modification and execution of the document establishing the definitive price of
such unpriced contract or unpriced contract modification.
(2) For basic ordering agreements, prior to the execution of a priced
order; prior to the execution of an unpriced order, whether or not the unpriced
order contains a maximum or not to exceed price; and, prior to establishing the
price of an unpriced order. The second certificate to be submitted for unpriced
orders shall apply to the period between award of the unpriced order and
execution of the document establishing the definitive price for such order.
(3) A certificate is not required for indefinite delivery contracts (see
subpart 16.5) unless the total estimated value of all orders eventually to be
placed under the contract is expected to exceed $100,000.
<PAGE>
30
(4) For contracts and contract modifications which include options, a
certificate is required when the aggregate value of the contract or contract
modification and all options (see 3.104-4(e)) exceeds $100.000.
(5) For purposes of contracts entered into under section 8(a) of the SBA,
the business entity with whom the SBA contracts, and not the SBA, shall be
required to comply with the certification requirements of subsection 27(e). The
SBA shall obtain the signed certificate from the business entity and forward the
certificate to the Contracting Officer prior to the award of a contract to the
SBA.
(6) Failure of an Offeror to submit the signed certificate within the time
prescribed by the Contracting Officer shall cause the offer to be rejected.
(d) Pursuant to FAR 3.104-9(d), the Offeror may be requested to execute
additional certifications at the request of the Government. Failure of an
offeror to submit the additional certifications shall cause its offer to be
rejected.
(e) A certification containing a disclosure of a violation or possible
violation will not necessarily result in the withholding of an award under this
solicitation. However, the Government, after evaluation of the disclosure, may
cancel this procurement or take any other appropriate actions in the interest of
the Government, such as disqualification of the Offeror.
(f) In making the certification in subparagraph (b)(2) of the certificate,
the officer or employee of the competing contractor responsible for the offer
may rely upon a one-time certification from each individual required to submit a
certification to the competing contractor, supplemented by periodic training.
These certifications shall be maintained by the Contractor for 6 years from the
date a certifying employee's employment with the company ends or, for an agent,
representative, or consultant, 6 years from the date such individual ceases to
act on behalf of the Contractor.
(g) Certifications under paragraphs (b) and (d) of this provision are a
material representation of fact upon which reliance will be placed in awarding a
contract.
(End of provision)
52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE
CERTAIN FEDERAL TRANSACTIONS (APR 1991)
(a) The definitions and prohibitions contained in the clause, at FAR
52.203-12, Limitation on payments to influence Certain Federal Transactions,
included in this solicitation, are hereby incorporated by reference in paragraph
(b) of this certification.
(b) The offeror, by signing its offer, hereby certifies to the best of his
or her knowledge and belief that on or after December 23, 1989,-
(1) No Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress on his or her behalf in connection with
the awarding of any Federal contract, the making of any Federal grant, the
making of any Federal Loan, the entering into of any cooperative agreement,
and the extension, continuation, renewal, amendment or modification of any
Federal contract, grant, loan or cooperative agreement;
(2) If any funds other than Federal appropriated funds (including profit
or fee received under a covered Federal transaction) have been paid, or
will be paid, to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress on his
<PAGE>
31
or her behalf in connection with this solicitation, the offeror shall
complete and submit, with its offer, OMB standard form LLL, Disclosure
of Lobbying Activities, to the Contracting Officer; and
(3) He or she will include the language of this certification in all
subcontract awards at any tier and require that all recipients of
subcontract awards in excess of $100,000 shall certify and disclose
accordingly.
(c) Submission of this certification and disclosure is a prerequisite
for making or entering into this contract imposed by section 1352, title 31,
United States Code. Any person who makes an expenditure prohibited under this
provision or who fails to file or amend the disclosure form to be filed or
amended by this provision, shall be subject to a civil penalty of not less
than $10,000, and not more than $100,000, for each such failure.
(End of Provision)
52.204-3 TAXPAYER IDENTIFICATION. (MAR 1994)
(a) Definitions.
"Common parent," as used in the solicitation provision, means that
corporate entity that owns or controls an affiliated group of corporations
that files its Federal income tax returns on a consolidated basis, and of
which the Offeror is a member.
"Corporate status," as used in this solicitation provision, means a
designation as to whether the Offeror is a corporate entity, an
unincorporated entity (e.g., sole proprietorship or partnership), or a
corporation providing medical and health care services.
"Taxpayer Identification Number (TIN)," as used in this solicitation
provision, means the number required by the IRS to be used by the Offeror in
reporting income tax and other returns.
(b) All Offerors are required to submit the information required in
paragraphs (c) through (e) of this solicitation provision in order to comply
with reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M and
implementing regulations issued by the Internal Revenue Service (IRS). If the
resulting contract is subject to reporting requirements described in FAR
4.903, the failure or refusal by the Offeror to furnish the information may
result in a 31 percent reduction of payments otherwise due under the contract.
(c) Taxpayer Identification Number (TIN).
(XX) TIN: 952588754.
( ) TIN has been applied for.
( ) TIN is not required because:
( ) Offeror is a nonresident alien, foreign corporation, or
foreign partnership that does not have income effectively
connected with the conduct of a trade or business in the U.S. and
does not have an office or place of business or a fiscal paying
agent in the U.S.;
( ) Offeror is an agency or instrumentality of a foreign
government;
( ) Offeror is an agency or instrumentality of a Federal, state
or local government;
( ) Other. State basis._________________________.
<PAGE>
32
(d) Corporate Status.
( ) Corporation providing medical and health care services, or
engaged in the billing and collecting of payments for such services;
(XX) Other corporate entity;
( ) Not a corporate entity;
( ) Sole proprietorship
( ) Partnership
( ) Hospital or extended care facility described in 26 CFR 501(c)(3)
that is exempt from taxation under 26 CFR 501(a).
(e) Common Parent.
(XX) Offeror is not owned or controlled by a common parent as defined
in paragraph (a) of this clause.
( ) Name and TIN of common parent:
Name_________________________________________________________________
TIN__________________________________________________________________
(End of provision)
52.209-5 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT AND
OTHER RESPONSIBILITY MATTERS. (MAY 1989)
(a)(1) The Offeror certifies, to the best of its knowledge and belief,
that--
(i) The Offeror and/or any of its Principals--
(A) Are ( ) are not (XX) presently debarred, suspended, proposed
for debarment, or declared ineligible for the award of contracts by any
Federal agency.
(B) Have ( ) have not (XX), within a three-year period preceding
this offer, been convicted of or had a civil judgment rendered against them
for: commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, state, or local)
contract or subcontract; violation of Federal or state antitrust statutes
relating to the submission of offers; or commission of embezzlement, theft,
forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property; and
(C) Are ( ) are not (XX), presently indicted for, or otherwise
criminal or civilly charged by a governmental entity with, commission of any
of the offenses enumerated in subdivision (a)(1)(i)(B) of this provision.
(ii) The Offeror has ( ) has not (XX), within a three-year period
preceding this offer, had one or more contracts terminated for default by any
Federal agency.
(2) "Principals," for the purposes of this certification, means
officers; directors; owners; partners; and, persons having primary management
or supervisory responsibilities within a business entity (e.g., general
manager; plant manager; head of a subsidiary, division, or business segment,
and similar positions).
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF
<PAGE>
33
THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS OR FRAUDULENT
CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001,
TITLE 18, UNITED STATES CODE.
(b) The Offeror shall provide immediate written notice to the
Contracting Officer if, at any time prior to contract award, the Offeror
learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
(c) A certification that any of the items in paragraph (a) of this
provision exists will not necessarily result in withholding of an award under
this solicitation. However, the certification shall be considered in
connection with a determination of the Offeror's responsibility. Failure of
the Offeror to furnish a certification or provide such additional information
as requested by the Contracting Officer may render the Offeror nonresponsible.
(d) Nothing contained in the foregoing shall be construed to require
establishment of a system of records in order to render, in good faith, the
certification required by paragraph (a) of this provision. The knowledge and
information of an Offeror is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
(e) The certification in paragraph (a) of this provision is a material
representation of fact upon which reliance was placed when making award. If
it is later determined that the Offeror knowingly rendered an erroneous
certification, in addition to other remedies available to the Government, the
Contracting Officer may terminate the contract resulting from this
solicitation for default.
(End of provision)
52.209-7 ORGANIZATIONAL CONFLICTS OF INTEREST CERTIFICATE-MARKETING
CONSULTANTS. (NOV 1991)
(a) Definitions.
(1) Marketing consultant means any independent contractor who
furnishes advise, information, direction, or assistance to an offeror or any
other contractor in support of the preparation or submission of an offer for
a government contract by that offeror. An independent Contractor is not a
marketing consultant when rendering--
(i) Services excluded in FAR 37.204;
(ii) Routine engineering and technical service (such as
installation, operation, or maintenance of systems, equipment, software,
components, or facilities;
(iii) Routine legal, actuarial, auditing, and accounting
services; or
(iv) Training services.
(2) Organizational conflict of interest means that because of other
activities or relationships with other persons, a person is unable or
potentially unable to render impartial assistance or advice to the
Government, or the person's objectivity in performing the contract work is or
might be otherwise impaired, or a person has an unfair competitive advantage.
(b) An individual or firm that employs, retains, or engages
contractually one or more marketing consultants in connection with a
contract, shall submit to the contracting officer, with respect to each
marketing consultant, the certificates described below, if the individual or
firm is notified that it is the apparent successful offeror.
(c) The certificate must contain the following:
(1) The name of the agency and the number of the solicitation in
question.
(2) The name, address, telephone number, and federal taxpayer
identification number of the marketing consultant.
(3) The name, address and telephone number of a responsible officer
or
<PAGE>
34
employee of the marketing consultant who has personal knowledge of the
marketing consultants involvement in the contract.
(4) A description of the nature of the services rendered by or to be
rendered by the marketing consultant.
(5) The name, address, and telephone number of the client or
clients, and the name of a responsible officer or employee of the marketing
consultant who is knowledgeable about the service provided to such client(s),
and a description of the nature of the services rendered to such client(s),
if, based on information provided to the Contractor by the marketing
consultant is rendering or, in the 12* months preceding the date of the
certificate, has rendered services respecting the same subject matter of the
instant solicitation, or directly relating to such subject matter, to the
Government or any other client (including any foreign government or person).
(6) A statement that the person who signs the certificate for the
prime Contractor has informed the marketing consultant of the existence of
subpart 9.5 and Office of Federal Procurement Policy Letter 89-1.
(7) The signature, name, title, employer's name, address, and
telephone number of the persons who signed the certificates for both the
apparent successful offeror and the marketing consultant.
(d) In addition, the apparent successful offeror shall forward to the
Contracting Officer a certificate signed by the marketing consultant that the
marketing consultant has been told of the existence of subpart 9.5 and Office
of Federal Procurement Policy Letter 89-1, and the marketing consultant has
made inquiry, and to the best of the consultant's knowledge and belief, the
consultant has provided no unfair competitive advantage to the prime
Contractor with respect to the services rendered or to be rendered in
connection with the solicitation, or that any unfair competitive advantage
that, to the best of the consultant's knowledge and belief, does or may
exist, has been disclosed to the offeror.
(e) Failure of the offeror to provide the required certifications may
result in the offeror being determined ineligible for award. Misrepresentation
of any fact may result in the assessment of penalties associated with false
certifications or such other provisions provided for by law or regulation.
(End of provision)
52.215-6 TYPE OF BUSINESS ORGANIZATION. (JUL 1987)
The offeror or quoter, by checking the applicable box, represents that:
(a) It operates as /XX/ a corporation incorporated under the laws of the
State of Delaware, / / an individual, / / a nonprofit organization, or / /
a joint venture; or
(b) If the offeror or quoter is a foreign entity, it operates as
/ / an individual, / / a partnership, / / a nonprofit organization,
/ / a joint venture, or / / a corporation, registered for business in
________________.
(country)
(End of provision)
52.215-11 AUTHORIZED NEGOTIATORS. (APR 1984)
The offeror or quoter represents that the following persons are
authorized to negotiate on its behalf with the Government in connection with
this request for proposals or quotations:
...................................................................
<PAGE>
35
Sherrie R. Manuel, Contracts Representative (703) 758-5642
- ------------------------------------------------------------------
Linda M. Frady, Director of Contracts - East (703) 758-5640
- ------------------------------------------------------------------
- ------------------------------------------------------------------
(End of provision)
52.219-1 SMALL BUSINESS CONCERN REPRESENTATION. (JAN 1991)
(a) Representation. The offeror represents and certifies as part of its
offer that it / / is, /XX/ is not a small business concern and that / /
all, /XX/ not all end items to be furnished will be manufactured or produced
by a small business concern in the United States, its territories or
possessions, Puerto Rico, or the Trust Territory of the Pacific Islands.
(b) Definition. Small business concern, as used in this provision, means
a concern, including its affiliates, that is independently owned and operated,
not dominant in the field of operation in which it is bidding on Government
contracts, and qualified as a small business under the size standards in this
solicitation.
(c) Notice. Under 15 U.S.C. 645(d), any person who misrepresents a
firm's status as a small business concern in paragraph (a) of this clause in
order to obtain a contract to be awarded under the preference programs
established pursuant to sections 8(a), 8(b), 9, or 15 of the Small Business
Act or any other provision of Federal law that specifically references section
8(d) for a definition of program eligibility, shall--
(1) be punished by imposition of fine, imprisonment, or both;
(2) be subject to administrative remedies, including suspension and
debarment; and
(3) be ineligible for participation in programs conducted under the
authority of the Act.
(End of provision)
52.219-2 SMALL DISADVANTAGED BUSINESS CONCERN REPRESENTATION (FEB 1990)
(a) Representation. The offeror represents that it / / is, /XX/ is not
a small disadvantaged business concern.
(b) Definitions.
Asian-Pacific American, as used in this provision, means a United States
citizen whose origins are in Japan, China, the Philippines, Vietnam, Korea,
Samoa, Guam, the U.S. Trust Territory of the Pacific Islands (Republic of
Palau), the Northern Mariana Islands, Laos, Kampuchea (Cambodia), Taiwan,
Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei, Republic of the
Marshall Islands, or the Federated States of Micronesia.
Indian tribe, as used in this provision, means any Indian tribe, band,
nation, or other organized group or community of Indians, including any
Alaska Native Corporation as defined in 13 CFR 124.100 which is recognized as
eligible for the special programs and services provided by the U.S. to
Indians because of their status as Indians, or which is recognized as such by
the State in which such tribe, band, nation, group, or community resides.
Native Americans, as used in this provision, means American Indians,
Eskimos, Aleuts, and native Hawaiians.
Native Hawaiian Organizations, as used in this provision, means any
community service organization serving Native Hawaiians in, and charted as a
not-for-profit organization by, the State of Hawaii, which is controlled by
Native Hawaiians, and whose business activities will principally benefit such
<PAGE>
36
Native Hawaiians.
Small business concern, as used in this provision, means a concern,
including its affiliates, that is independently owned and operated, not
dominant in the field of operation in which it is bidding on Government
contracts, and qualified as a small business under the criteria and size
standards in 13 CFR 121.
Small disadvantaged business concern, as used in this provision, means a
small business concern that (a) is at least 51 percent unconditionally owned
by one or more individuals who are both socially and economically
disadvantaged, or a publicly owned business having at least 51 percent of
its stock unconditionally owned by one or more socially and economically
disadvantaged individuals and (b) has its management and daily business
controlled by one or more such individuals. This term also means a small
business concern that is at least 51 percent unconditionally owned by an
economically disadvantaged Indian tribe or Native Hawaiian Organization, or a
publicly owned business having at least 51 percent of its stock
unconditionally owned by one of these entities which has its management and
daily business controlled by members of an economically disadvantaged Indian
tribe or Native Hawaiian Organization, and which meets the requirements of 13
CFR 124.
Subcontinent Asian American, as used in this provision, means a United
States citizen whose origins are in India, Pakistan, Bangladesh, Sri Lanka,
Bhutan, or Nepal.
(c) Qualified groups. The offeror shall presume that socially and
economically disadvantaged individuals include Black Americans, Hispanic
Americans, Native Americans, Asian-Pacific Americans, Subcontinent Asian
Americans, and other individuals found to be qualified by SEA under 13 CFR
124. The offeror shall presume that socially and economically disadvantaged
entities also include Indian tribes and Native Hawaiian Organizations.
(End of provision)
52.219-3 WOMEN-OWNED SMALL BUSINESS REPRESENTATION. (APR 1984)
(a) Representation. The offeror represents that it / / is, /XX/ is not
a women-owned small business concern.
(b) Definitions.
"Small business concern," as used in this provision, means a concern,
including its affiliates, that is independently owned and operated, not
dominant in the field of operation in which it is bidding on Government
contracts, and qualified as a small business under the criteria and size
standards in 13 CFR 121.
"Women-owned," as used in this provision, means a small business that is
at least 51 percent owned by a woman or women who are U.S. citizens and who
also control and operate the business.
(End of provision)
52.219-22 SIC CODE AND SMALL BUSINESS SIZE STANDARD. (JAN 1991)
(a) The standard industrial classification (SIC) code for this
acquisition is 8999.
(b)(1) The small business size standard is $3.5 million.
(2) The small business size standard for a concern which submits an
offer in its own name, other than on a construction or service contract, but
which proposes to furnish a product which it did not itself manufacture, is
500 employees.
(End of provision)
<PAGE>
37
52.222-19 WALSH-HEALEY PUBLIC CONTRACTS ACT REPRESENTATION. (APR 1984)
N/A
The offeror represents as a part of this offer that the offeror is / /
or is not / / a regular dealer in, or is / / or is not / / a manufacturer
of, the supplies offered.
(End of provision)
52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS. (APR 1984)
The offeror represents that--
(a) It /XX/ has, / / has not participated in a previous contract or
subcontract subject either to the Equal Opportunity clause of this
solicitation, the clause originally contained in Section 310 of Executive
Order No. 10925, or the clause contained in Section 201 of Executive Order
No. 11114;
(b) It /XX/ has, / / has not, filed all required compliance reports;
and
(c) Representations indicating submission of required compliance
reports, signed by proposed subcontractors, will be obtained before
subcontract awards.
(End of provision)
52.222-25 AFFIRMATIVE ACTION COMPLIANCE. (APR 1984)
The offeror represents that (a) it /XX/ has developed and has on file, /
/ has not developed and does not have on file, at each establishment,
affirmative action programs required by the rules and regulations of the
Secretary of Labor (41 CFR 60-1 and 60-2), or (b) it / / has not previously
had contracts subject to the written affirmative action programs requirement
of the rules and regulations of the Secretary of Labor.
(End of provision)
52.223-1 CLEAN AIR AND WATER CERTIFICATION. (APR 1984)
The Offeror certifies that--
(a) Any facility to be used in the performance of this proposed contract
is / /, is not /XX/ listed on the Environmental Protection Agency (EPA) List
of Violating Facilities;
(b) The Offeror will immediately notify the Contracting Officer, before
award, of the receipt of any communication from the Administrator, or a
designee, of the EPA, indicating that any facility that the Offeror proposes
to use for the performance of the contract is under consideration to be
listed on the EPA List of Violating Facilities; and
(c) The Offeror will include a certification substantially the same as
this certification, including this paragraph (c), in every nonexempt
subcontract.
(End of provision)
<PAGE>
38
PART IV - SECTION L
INSTRUCTIONS, CONDITIONS AND NOTICES TO OFFEROR
52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE. (JUN 1988)
This solicitation incorporates one or more solicitation provisions by
reference, with the same force and effect as if they were given in full text.
Upon request, the Contracting Officer will make their full text available.
(End of provision)
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
SOLICITATION PROVISIONS
52.215-5 SOLICITATION DEFINITIONS. (JUL 1987)
52.215-7 UNNECESSARILY ELABORATE PROPOSALS OR QUOTATIONS. (APR 1984)
52.215-8 AMENDMENTS TO SOLICITATIONS. (DEC 1989)
52.215-9 SUBMISSION OF OFFERS. (DEC 1989)
52.215-10 LATE SUBMISSIONS, MODIFICATIONS, AND WITHDRAWALS OF
PROPOSALS. (DEC 1989)
52.215-12 RESTRICTION ON DISCLOSURE AND USE OF DATA. (APR 1984)
52.215-13 PREPARATION OF OFFERS. (APR 1984)
52.215-14 EXPLANATION TO PROSPECTIVE OFFERORS. (APR 1984)
52.215-15 FAILURE TO SUBMIT OFFER. (APR 1984)
52.215-16 CONTRACT AWARD. (JUL 1990)
52.222-46 EVALUATION OF COMPENSATION FOR PROFESSIONAL EMPLOYEES.
(FEB 1993)
52.216-1 TYPE OF CONTRACT. (APR 1984)
The Government contemplates award of a requirement contract resulting
from this solicitation. Delivery/Task Orders issued under the contract will
bee firm-fixed price.
(End of provision)
52.233-2 SERVICE OF PROTEST. (NOV 1988)
(a) Protest, as defined in section 33.101 of the Federal Acquisition
Regulation, that are filed directly with an agency, and copies of any
protests that are filed with the General Accounting Office (GAO) or the
General Services Administration Board of Contract Appeals (GSBCA), shall be
served on the Contracting Officer (addressed as follows) by obtaining written
and dated acknowledgment of receipt from ....
Federal Aviation Administration
Attn: Margorie M. Brooks, ASO-55N
P.O. Box 20636
Atlanta, GA 30320
(b) The copy of any protest shall be received in the office designated
above on the same day a protest is filed with the GSBCA or within one day of
filing a protest with the GAO.
<PAGE>
39
(End of provision)
1252.209-70 DISCLOSURE OF CONFLICTS OF INTEREST (OCT 1994)
It is the Department of Transportation's (DOT) policy to award contracts
to only those offerors whose objectivity is not impaired because of any
related past, present, or planned interest, financial or otherwise, in
organizations regulated by DOT or in organizations whose interests may be
substantially affected by Departmental activities. Based on this policy:
(a) The offeror shall provide a statement in its proposal which
describes in a concise manner all past, present or planned organizational,
financial, contractual or other interest(s) with an organization regulated by
DOT, or with an organization whose interests may be substantially affected by
Departmental activities, and which is related to the work under this
solicitation. The interest(s) described shall include those of the proposer,
its affiliates, proposed consultants, proposed subcontractors and key
personnel of any of the above. Past interest shall be limited to within one
year of the date of the offeror's technical proposal. Key personnel shall
include any person owning more than 20% interest in the offeror, and the
offeror's corporate officers, its senior managers and any employee who is
responsible for making a decision or taking an action on this contract where
the decision or action can have an economic or other impact on the interests
of a regulated or affected organization.
(b) The offeror shall describe in detail why it believes, in light of
the interest(s) identified in (a) above, that performance of the proposed
contract can be accomplished in an impartial and objective manner.
(c) In the absence of any relevant interest identified in (a) above,
the offeror shall submit in its proposal a statement certifying that to its
best knowledge and belief no affiliation exists relevant to possible
conflicts of interest. The offeror must obtain the same information from
potential subcontractors prior to award of a subcontract.
(d) The Contracting Officer will review the statement submitted and
may require additional relevant information from the offeror. All such
information, and any other relevant information known to DOT, will be used to
determine whether an award to the offeror may create a conflict of interest.
If any such conflict of interest is found to exist, the Contracting Officer
may (1) disqualify the offeror, or (2) determine that it is otherwise in the
best interest of the United States to contract with the offeror and include
appropriate provisions to mitigate or avoid such conflict in the contract
awarded.
(e) The refusal to provide the disclosure or representation, or any
additional information required, may result in disqualification of the
offeror for award. If nondisclosure or misrepresentation is discovered after
award, the resulting contract may be terminated. If after award the
Contractor discovers a conflict of interest with respect to the contract
awarded as a result of this solicitation, which could not reasonably have
been known prior to award, an immediate and full disclosure shall be made in
writing to the Contracting Officer. The disclosure shall include a full
description of the conflict, a description of the action the contractor has
taken, or proposes to take, to avoid or mitigate such conflict. The
Contracting Officer may, however, terminate the contract for convenience if
he or she deems that termination is in the best interest of the Government.
(End of provision)
<PAGE>
40
SO-L-1 PRE-AWARD SURVEY
The Government reserves the right to conduct a pre-award survey on any
offeror or on any offeror's proposed subcontractor. If a pre-award survey is
conducted, it does not mean that an offeror has been selected for award.
SO-L-2 PRE-PROPOSAL CONFERENCE
A pre-proposal conference is not planned.
SO-L-3 PROPOSAL PREPARATION--INSTRUCTIONS
Proposals shall be submitted in accordance with the instructions herein.
Non-conformance with the specified content may be cause for not accepting the
proposal.
a. GENERAL REQUIREMENTS. The material presented in the offeror's
proposal must address, in a clear and concise manner, all the information
requested in the paragraphs below and that information necessary for the
Government to evaluate the offeror's proposal in accordance with the
evaluation criteria contained in Section M. Comprehensive responses are
necessary to enable the Government to evaluate the offeror's understanding
and capability to accomplish the contract requirements. The offeror shall
provide sufficient detail to substantiate the validity of all stated claims.
The Technical Proposal must be sufficiently detailed to describe the
offeror's capabilities as set forth in Paragraph SO-L-5. The Technical
Proposal must be specific, detailed and complete to clearly demonstrate the
offeror's understanding of the requirements involved in providing the
services as described in the Statement of Work. Rephrasing or restating the
Government's requirements is insufficient and will result in the proposal
being considered non-responsive. The Technical Proposal shall not include any
cost information.
SO-L-4 PROPOSAL PRESENTATION
a. PACKAGING AND LABELING. The Technical Proposal and the Cost
Proposal may be submitted in the same envelope/container; however, the cost
proposal must be in a sealed envelope and marked as instructed herein. Each
copy of each proposal shall be marked with the solicitation number and the
offeror's name.
b. PAGE SIZE, TYPING, AND SPACING. Page size shall be 8 1/2 by 11
inches and shall be printed on both sides using double spacing. When both
sides of a sheet of paper contain material, it will be counted as two (2)
pages. One or two columns of text information per page is acceptable. Each
copy of the Technical Proposal shall contain a table of abbreviations (if
applicable) with their explanations.
c. FOLD-OUTS. Legible charts and graphs may be used to depict
organization structures, system descriptions and layouts, implementation
schedules, plans, etc. These charts and graphs shall be uncomplicated to
preserve clarity. Fold-out pages shall fold entirely within the volume.
Networks, however, shall be folded to an approximate 8 1/2 by 11 inch page
size and inserted into pockets attached to the volume. Networks shall not
exceed 4 by 8 feet in size.
<PAGE>
41
d. INDEXING. Each copy of the Technical Proposal shall contain a Table
of Contents which identifies major paragraphs by number and title as well as by
page number.
e. NUMBER OF COPIES/PAGE LIMITS.
Technical Proposal - 200 pages, 4 copies
Cost Proposal - no page limit, 4 copies
SO-L-5 ORGANIZATION OF PROPOSALS
The proposal shall consist of a Technical Proposal and a Cost Proposal as
described herein.
SO-L-5.1 TECHNICAL PROPOSAL FORMAT AND CONTENT
GENERAL. To permit a thorough and effective evaluation, the Technical
Proposal shall be precise and complete. Technical Proposals shall also follow
the required format as specified herein. The offeror must discuss each
evaluation criterion. The Statement of Work (SOW) must be fully addressed to
reflect the offeror's understanding of the solicitation requirements and the
work to be undertaken. The proposal must be cross-referenced to specific
paragraph numbers of the Statement of Work. The Technical Proposal shall
clearly and fully demonstrate the prospective offeror's understanding of the
scope of the requirements and that they possess the capabilities to perform
under this requirements contract. OFFERORS ARE CAUTIONED TO OMIT ALL COST
INFORMATION FROM THE TECHNICAL PROPOSAL.
The offeror's proposal is presumed to represent the best efforts of the
offeror. Any significant omissions or inconsistencies raise a fundamental issue
of the offeror's understanding of the requirements or ability to perform the
contract and may result in a determination of technical unacceptability and
disqualification. If the Government holds written or oral discussions, offerors
in the competitive range may be required to submit updates and supplements to
their initial proposals.
SO-L-5.1.1 RELEVANT EXPERIENCE (CRITERION 1)
Provide a narrative addressing relevant prior and current experience
related to the activities contained in the Statement of Work. Include
verifiable evidence demonstrating the offeror's record for meeting schedule and
completion dates in providing similar services under other contracts.
If subcontractors are contemplated in the performance of the contract,
address relevant prior and current experience of the proposed subcontractors.
Include letters of intent from any proposed subcontractors named in the
proposal, indicating their intention to perform work under any awarded contract.
The Government may send questionnaires to selected contracting officers and
technical officers as a further means of evaluating experience on relevant
previous contracts.
SO-L-5.1.2 KEY PERSONNEL (CRITERION 2)
Offerors shall provide details demonstrating the quality and pertinence
<PAGE>
42
of the experience and qualifications of key staff members proposed to perform
work under the contract. Offerors must identify whether these individuals, and
their particular expertise, are proposed to be provided by a subcontractor or by
the prime Contractor.
The Government considers the position of Project Manager to be Key
Personnel. Offerors must identify the individual proposed as Project Manager,
state whether or not he/she is currently employed by the offeror, and provide a
detailed description of her/his qualifications, including relevant expertise,
experience, and educational background.
Offerors should provide a narrative describing the proposed participation
of corporate officers/leaders in the performance of tasks under this contract.
SO-L-5.1.3 SPECIFIC TECHNICAL KNOWLEDGE AND ABILITIES (CRITERION 3)
Offerors shall provide details describing the extent of their knowledge and
understanding of the Federal Response Plan, and the problems faced by local,
State, and Federal responders resulting from a major disaster. State how
knowledge and understanding was obtained. Offerors may reference experience
described in Criterion 1. Provide evidence of experience and ability in
producing clear, concise, and technically accurate written materials and
graphics.
SO-L-5.2 COST PROPOSAL FORMAT AND CONTENT
The Cost Proposal shall be submitted in a separate sealed envelope, clearly
marked "COST PROPOSAL". The Cost Proposal will consist of the submission of a
listing of hourly rates for disciplines/labor categories which might be used for
tasks under this contract, overhead rates (include all which might be charged on
a task), G&A rates, profit rates, etc. Include rates which would be charged on
work subcontracted, if applicable.
<PAGE>
43
PART IV - SECTION M
EVALUATION FACTORS FOR AWARD
52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE. (JUN 1988)
This solicitation incorporates one or more solicitation provisions by
reference, with the same force and effect as if they were given in full text.
Upon request, the Contracting Officer will make their full text available.
(End of provision)
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
SOLICITATION PROVISIONS
52.232-15 PROGRESS PAYMENTS NOT INCLUDED. (APR 1984)
SO-M-1 PREAWARD SURVEY
In accordance with FAR Subpart 9.1, the Government may conduct a
Preaward Survey at its discretion. The factors listed therein may be
investigated during the survey, and any findings shall be considered in
making a determination of responsibility.
SO-M-2 SUBCONTRACTOR PREAWARD SURVEY
The Government reserves the right to conduct a similar survey on any
subcontractors.
SO-M-3 BASIS FOR AWARD
The Government will evaluate proposals and award a contract to the
responsible offeror who proposes the most advantageous offer to the
Government in accordance with the Request for Proposals (RFP). Both the
Technical and Cost Proposals must be determined as acceptable by the
Government in order to be considered eligible for award.
AWARD MAY BE MADE ON THE BASIS OF THE ORIGINAL PROPOSAL(S), AS
SUBMITTED, WITHOUT WRITTEN OR ORAL DISCUSSION.
The Government reserves the right to reject any or all offers, and to
waive minor irregularities and discrepancies in offers received, and to make
an award based on the initial offers submitted without negotiating and
without soliciting best and final offers.
SO-M-4 OVERALL RELATIVE IMPORTANCE OF EVALUATION CRITERIA
The Technical Proposal is of significantly greater importance than the
Cost Proposal. It will be evaluated for adequacy and compliance with the
solicitation requirements as highlighted under Section SO-M-5. Only the
Technical Proposal will be numerically scored.
The Cost Proposal will be evaluated for reasonableness and overall risk
to the Government pursuant to SO-M-6, and for adequacy and compliance with the
<PAGE>
44
solicitation requirements. The Cost Proposal will not be scored. As the
differences in technical scores decrease, the cost becomes more important.
Therefore, the highest scored Technical Proposal, or the lowest priced Cost
Proposal, may not necessarily result in an award.
SO-M-5 TECHNICAL PROPOSAL EVALUATION CRITERIA
a. Proposals will be evaluated to access the degree of compliance and
completeness, and the degree of capability of the offeror to accomplish the
requirements of the Statement of Work.
b. Technical aspects of the proposal will be evaluated in accordance
with the following criteria. The criteria are listed in descending order of
importance. Within Criterion two and three, the subcriteria are listed in
descending order of importance.
c. Technical Criteria.
CRITERION 1 - RELEVANT EXPERIENCE
(Reference SO-L-5.1.1)
The offeror's proposal will be evaluated for the degree to which it
demonstrates possession of the experience, knowledge and ability to perform
the activities set forth in the Statement of Work.
The Government will evaluate the offeror's and any proposed subcontractor's
recent relevant corporate experience and past performance in contracts of a
similar nature to assess capability of performance on this contract. The
Government will be the sole determinant of what qualifies as "relevant" in
reference to requirements set forth in the solicitation.
Offerors are advised that the Government will not necessarily look at the
total number of relevant examples provided by the offeror, but will carefully
consider the nature of the work performed, the extent of complexity and
overall performance. In addition to the examples provided by the offerors,
the Government reserves the right to consider other contracts involving
relevant experience performed by the offeror but not cited within their
proposal.
As noted above, evaluation will be based on the extent and depth of the
experience and past performance and the offeror's demonstrated ability to
perform same or similar services as described in the Statement of Work. The
extent and depth will be measured by the number, complexity, variety, and
success of recent corporate projects.
The Government reserves the right to verify contractual data submitted by the
offeror.
CRITERION 2 - KEY PERSONNEL
(Reference SO-L-5.1.2)
The offeror's proposal will be evaluated for the degree to which it
demonstrates:
1. Quality and relevance of expertise and experience of the key staff
proposed for performance of activities set forth in the Statement of Work.
<PAGE>
45
2. Relevant expertise and experience of the proposed Project Manager
related to activities set forth in the Statement of Work.
3. Participation of corporate leadership in tasks under this contract.
CRITERION 3 - SPECIFIC TECHNICAL KNOWLEDGE AND ABILITIES
(Reference SO-L-5.1.3)
The offeror's proposal will be evaluated for the degree to which it
demonstrates:
1. Knowledge and understanding of the Federal Response Plan.
2. Knowledge and understanding of problems faced by local, State, and
Federal responders resulting from a major disaster.
3. Ability to produce clear, concise, and technically accurate written
materials and graphics.
SO-M-6 COST PROPOSAL (Reference SO-L-5.2)
The Cost Proposal will be evaluated for reasonableness and risk to the
Government. It will be used to determine the offeror's understanding of the
work and ability to perform the tasks under the contract. The Cost Proposal
will be evaluated but not numerically scored.
<PAGE>
ATTACHMENT 1
PAGE 1 OF 3
STATEMENT OF WORK
1. SCOPE
This contract provides for the provision of technical services in support of the
Federal Aviation Administration's (FAA) Emergency Operations Program. The
technical services may include internal FAA exercise development, support for
FAA participation in external agency exercises and the development or revision
of FAA plans and standard operating procedures. The exercise scenarios shall
include both National Security emergencies and catastrophic natural and
technological disasters. The technical services shall support both FAA
Headquarters and regions.
This is a three year contract with tasks to be assigned pending funding
availability.
2. BACKGROUND
The FAA Emergency Operations Program is directed at identifying essential FAA
functions, developing plans for performing these functions, developing the
capability to execute the plans, and routinely exercising the plans. The FAA
Emergency Operations Plans, FAA Order 1900.1E, provides for an
all-hazards/all-risk approach to emergency situations, including national
security emergencies, natural disasters, technological emergencies, or other
emergency situations that seriously degrade or threaten the FAA mission.
Order 1900.1.E. provides for the protection of FAA personnel and facilities
in order to provide for continued effective operation of the National
Airspace System (NAS), the continued maintenance of essential functions, the
recovery and reconstitution of the NAS should it be damaged or otherwise
disabled, and support to the Department of Transportation The Manager,
Emergency Operations Staff, serving as the FAA emergency coordinator, is the
sponsor for this project.
3. SECURITY REQUIREMENTS
3.1 General. The contractor's personnel and facilities shall meet the FAA
security requirements based on the terms and conditions of the contract. All
contractor personnel working on this contract shall have a Secret clearance.
3.2 Protection of National Security Information. Performance of this
contract shall require access to classified National Security Information by the
Contractor and its employees at some FAA facilities. Contract performance
involving classified information is restricted to those facilities and personnel
designated in writing by the Contracting Officer after coordination with the
Civil Aviation Security Division (ACS-300).
The contractor shall safeguard all classified material and shall provide and
maintain a system of security controls within its organization in accordance
with the requirements of: (1) the Department of Defense Security Agreement (DD
Form 441), (2) the Industrial Security Manual (ISM)(attachment to DD Form 441),
and (3) any future revisions or changes to the ISM.
<PAGE>
ATTACHMENT 1
PAGE 2 OF 3
The Contracting Officer shall furnish complete classification and security
guidance for the Contractor by issuing an individual "DOD Contract Security
Classification Specification" (DD Form 254) for each FAA facility at which
access to classified information shall be required for contract performance.
4. ACTIVITY REPORTS
The contractor shall discuss the status of the project weekly with the
Contracting Officer's Technical Representative (COTR). These discussions will
stress the status of the work. In addition, a monthly letter report will be
submitted. This monthly report will describe the progress of each task and a
breakdown of expenditures.
5. TASKS
5.1 General. Actual tasking assignments shall be designated by the
Contracting Officer when technical support is needed and there is sufficient
funding available to provide for the support. The designated support shall be in
the areas listed below.
5.2 Internal FAA Exercise Support. Develop and provide technical services
in support of Internal FAA exercises. The contractor shall provide exercise
support to the FAA for the development and execution of internal FAA exercises.
Exercise support consists of scenario development, message preparation,
controller services, logistics support, master scenario events list preparation,
accumulation and presentation of critique comments, statements of lessons
learned, the preparation of pre-exercise participant information hand-outs and
the preparation of "school solution" papers for the prescribed exercises. The
scenarios will consist of simulations of national security emergencies,
catastrophic natural and technological disasters, and command and control
exercises. The exercises will be developed for regional only play, headquarters
only play and combined region and headquarters exercises. The exercises will
consist of a mix of table-top and full scale interactive exercises between and
among regions and headquarters.
5.3. External FAA Exercise Support. Develop and provide technical services
in support of FAA participation in exercises involving external agencies. The
contractor shall provide exercise support to the FAA in the development and
execution of FAA headquarters and regional participation in major joint
civil-military exercises and other external exercises which are initiated by FAA
or require FAA participation. The exercise support will include all the elements
contained in Task I.
5.4 Other Technical Services. Provide technical services in support of
Headquarters and regional plan and standard operating procedures (SOP's)
development. The contractor shall provide for the development or revision of
headquarters and regional emergency plans and associated appendices and standard
operating procedures for selected aspects of FAA headquarters and regional
operations.
<PAGE>
ATTACHMENT 1
PAGE 3 OF 3
6. FIRST YEAR TASKS AND DELIVERABLES (Subject to further requirements
determination and the availability of funding)
6.1 The contractor shall provide five-regional table-top exercises based on
a catastrophic technological disaster or similar scenario. The Contracting
Officer's Technical Representative (COTR) shall designate the type of event
prior to initiation of the work. All outside agencies shall be simulated by a
response cell. Exercise development and presentation requirements are contained
in paragraph 5.2.
6.2 A headquarters exercise involving a catastrophic natural disaster. The
COTR shall designate the type of event prior to initiation of the work. All
outside agencies shall be simulated by a response cell.
6.3 A multi-regional/headquarters exercise involving a catastrophic natural
disaster. The COTR shall designate the type of event prior to inition of the
work. All outside agencies shall be simulated through a response cell.
7. PLACE OF DELIVERY
The tasks shall be delivered to the following address:
Federal Aviation Administration
Manager, Emergency Operations Staff, ADA-20
Room 1015E
800 Independence Ave., S.W.
Washington, D.C. 20591
8. OTHER
8.1 No equipment will be provided in support of this project. However, the
FAA will provide the contractor with appropriate reference documents.
8.2 Contractor Furnished Items. The contractor shall furnish all facilities
and equipment necessary to perform this project.
9. OTHER CONSIDERATIONS.
9.1 Contractor employees assigned to the project shall possess a SECRET
security clearance. The contractor shall maintain a facility approved for the
use and storage of SECRET material.
9.2 Travel costs associated with project review and exercise participation
are the contractor's responsibility.
<PAGE>
[LOGO] TITAN
18 January 1995
DOT/Federal Aviation Administration
Southern Region, ASO-55N
1701 Columbia Avenue
College Park, Georgia 30337
Attention: Marjorie M. Brooks
Subject: Titan Proposal No. P217
Reference: Solicitation No. DTFA06-94-R-30067/Amendment No. 0001 dated
02 December 1994
Dear Ms. Brooks:
The Titan Corporation, Titan Systems Division is pleased to submit the subject
proposal in response to the referenced solicitation. Our proposal is submitted
on a Firm Fixed Price basis and shall remain valid for a period of sixty (60)
days from submission.
Should you have any questions please contact Sherrie Manuel at (703) 758-5642 or
the undersigned at (703) 758-5640.
Sincerely,
Titan Systems Division
/s/ Linda M. Frady
Linda M. Frady
Director of Contracts - East
SRM/ca
- --------------------------------------------------------------------------------
1900 Campus Commons Drive, Reston, Virginia 22091 (703) 758-5600
<PAGE>
[LOGO] TITAN
Titan Proposal: P217
In Response To: DTFA06-94-R-30067
and Amendment No 0001
Dated December 2, 1994
TECHNICAL SERVICES
IN SUPPORT OF
THE FEDERAL AVIATION ADMINISTRATION'S
EMERGENCY OPERATIONS PROGRAM
VOLUME I
TECHNICAL PROPOSAL
JANUARY 18, 1995
Copy 6 of 8 Copies
Submitted to: Submitted by:
DOT/Federal Aviation Administration Titan Corporation
Southern Region, ASO-55N Titan Systems Group
1701 Columbia Avenue 1900 Campus Commons Drive
College Park, Georgia 30337-2714 Reston, Virginia 22091-1535
================================================================================
THIS PROPOSAL OR QUOTATION INCLUDES DATA THAT SHALL NOT BE DISCLOSED OUTSIDE THE
GOVERNMENT AND SHALL NOT BE DUPLICATED, USED OR DISCLOSED IN WHOLE OR PART FOR
ANY PURPOSE OTHER THAN TO EVALUATE THIS PROPOSAL OR QUOTATION. IF, HOWEVER, A
CONTRACT IS AWARDED TO THIS OFFEROR AS A RESULT OF OR IN CONNECTION WITH THE
SUBMISSION OF THIS DATA, THE GOVERNMENT SHALL HAVE THE RIGHT TO DUPLICATE, USE
OR DISCLOSE THE DATA TO THE EXTENT PROVIDED IN THE RESULTING CONTRACT. THIS
RESTRICTION DOES NOT LIMIT THE GOVERNMENT'S RIGHT TO USE INFORMATION CONTAINED
IN THE DATA IF IT IS OBTAINED FROM ANOTHER SOURCE WITHOUT RESTRICTION. THE DATA
SUBJECT TO THIS RESTRICTION IS CONTAINED IN ALL PAGES OF OUR PROPOSAL.
================================================================================
<PAGE>
[LOGO] TITAN
TABLE OF CONTENTS
Section Page
EXECUTIVE SUMMARY ......................................................... ES-1
1.0 INTRODUCTION ......................................................... 1-1
1.1 ORGANIZATION OF THE PROPOSAL .................................... 1-2
1.2 COMPLIANCE MATRIX ............................................... 1-3
2.0 TECHNICAL APPROACH ................................................... 2-1
2.1 UNDERSTANDING THE REQUIREMENT ................................... 2-4
2.1.1 Background ............................................... 2-4
2.1.2 FAA Emergency Operations Program and the Emergency
Operations Plan .......................................... 2-6
2.1.3 The FAA and the Federal Response Plan (FRP) .............. 2-13
2.2 UNDERSTANDING THE STATEMENT OF WORK ............................. 2-20
2.3 UNDERSTANDING THE EVALUATION CRITERIA ........................... 2-25
2.3.1 Relevant Experience (Criterion 1) ........................ 2-25
2.3.2 Key Personnel (Criterion 2) .............................. 2-29
2.3.3 Specific Technical Knowledge and Abilities (Criterion 3) . 2-30
2.4 EXERCISE SUPPORT REQUIREMENTS ................................... 2-34
2.4.1 General .................................................. 2-34
2.4.2 Exercise Design .......................................... 2-34
2.4.3 Exercise Preparation ..................................... 2-37
2.4.4 Exercise Conduct ......................................... 2-46
2.4.5 Post-Exercise Activities ................................. 2-46
2.5 TASK I - SUPPORT FOR INTERNAL FAA EXERCISES ..................... 2-49
2.5.1 Understanding ............................................ 2-50
2.5.2 Approach ................................................. 2-69
2.5.3 Conclusion ............................................... 2-82
2.6 TASK II - SUPPORT FOR EXTERNAL FAA EXERCISES .................... 2-83
2.6.1 Understanding ............................................ 2-84
2.6.2 Approach ................................................. 2-87
2.6.3 Conclusion ............................................... 2-89
2.7 TASK III - SUPPORT TO OTHER TECHNICAL SERVICES .................. 2-90
2.7.1 Understanding ............................................ 2-91
2.7.2 Approach ................................................. 2-94
2.7.3 Conclusion ............................................... 2-99
3.0 PROJECT MANAGEMENT PLAN .............................................. 3-1
3.1 PROFESSIONAL QUALIFICATIONS ..................................... 3-4
3.1.1 Project Organization ..................................... 3-5
3.1.2 Skill Requirements ....................................... 3-6
3.1.3 Personnel Selection and Qualifications ................... 3-7
i
<PAGE>
3.1.4 Key Personnel and Support Staff .......................... 3-7
3.1.5 Corporate Leadership ..................................... 3-13
3.2 RESUMES OF THE TITAN TEAM ....................................... 3-14
3.3 TASK ORDER MANAGEMENT ........................................... 3-43
3.4 PROJECT MANAGEMENT CONTROLS ..................................... 3-45
3.4.1 General .................................................. 3-45
3.4.2 Project Monitoring ....................................... 3-46
3.4.3 Cost Management .......................................... 3-47
3.4.4 Activity Reporting ....................................... 3-48
3.4.5 Quality Assurance Measures ............................... 3-50
3.4.6 Corrective Actions ....................................... 3-51
4.0 PREVIOUS RELATED EXPERIENCE .......................................... 4-1
4.1 DIRECT RELATIONSHIP TO SOW ...................................... 4-3
4.1.1 Task I - Support Internal FAA Exercises .................. 4-3
4.1.2 Task II - Support FAA Participation In Exercises Involving
External Agencies ......................................... 4-4
4.1.3 Task III - Other Technical Services ....................... 4-5
4.2 TITAN'S RELEVANT CORPORATE EXPERIENCE ............................ 4-6
4.2.1 FAA NSEP Program .......................................... 4-6
4.2.2 FEMA Exercise Support ..................................... 4-8
4.2.3 FEMA Team Development and Operations Support ..............4-10
4.2.4 FEMA Operational Planning Support and Technical Assistance 4-11
4.2.5 Chemical Stockpile Emergency Preparedness Program (CSEPP) 4-12
4.2.6 National Communications Systems Operational Test and
Evaluation ................................................4-13
4.2.7 FEMA Evaluation and Assessment Program Development
and Operation .............................................4-15
4.2.8 JCS Exercise Support ......................................4-17
4.2.9 FEMA Operations Support SETA ..............................4-18
5.0 CORPORATE FACILITIES AND RESOURCES .................................... 5-1
5.1 TITAN SYSTEMS GROUP .............................................. 5-2
5.2 COMPANY RESOURCES ................................................ 5-5
5.3 FACILITIES ....................................................... 5-7
5.4 SECURITY ......................................................... 5-9
5.4.1 Titan Security Procedures ................................5-10
5.4.2 Handling of Classified Information .......................5-11
ANNEX A - TABLE OF ABBREVIATIONS ....................................... A-1
ANNEX B - COMPLIANCE MATRIX ............................................ B-1
ii
<PAGE>
[LOGO] TITAN
LIST OF EXHIBITS
EXHIBIT PAGE
1.1-1 Proposal Organization .............................................. 1-2
2.0-1 Titan Commitment ................................................... 2-2
2.0-2 Organization Within Section 2.0 .................................... 2-3
2.1-1 FAA Regional Exercises (1992-1994) ................................. 2-5
2.1-2 FAA's Emergency Operations Program Development Cycle ............... 2-7
2.1-3 FAA Crisis Response System (CRS) ...................................2-10
2.1-4 DOT and FAA Support to ESFs ........................................2-15
2.1-5 Federal Response Structure .........................................2-16
2.1-6 FAA Federal Response Plan Information Flow .........................2-17
2.2-1 Task Interrelationships ............................................2-20
2.3-1 Examples of Damage Response Subjects/Problems ......................2-32
2.4-1 Typical Exercise Cycle .............................................2-35
2.4-2 Exercise Design Approach ...........................................2-36
2.4-3 Notional Task Assignment and Planning Schedule .....................2-37
2.4-4 Key Events .........................................................2-38
2.4-5 Notional EXPLAN Outline ............................................2-41
2.4-6 After-Action Critique Outline ......................................2-48
2.5-1 Task I Overview ....................................................2-49
2.5-2 Task I - Table-Top to Interactive Full-Scale Exercises .............2-51
2.5-3 Task I Elements ....................................................2-52
2.5-4 Actual Implementer Messages ........................................2-55
2.5-5 Exercise Control Functions .........................................2-56
2.5-6 Logistics Support Factors ..........................................2-59
2.5-7 Examples of Logistics Support Details ..............................2-59
2.5-8 Task I Elements ....................................................2-68
2.5-9 Titan's Nine-Step Exercise Design Template .........................2-70
2.5-10 Steps in Pre-Exercise Phase ........................................2-71
2.5-11 Table-Top Documentation ............................................2-72
2.5-12 Steps in Exercise Conduct Phase ....................................2-73
2.5-13 Steps in Post-Exercise Phase .......................................2-74
2.5-14 After-Action Report (Outline for Large Exercise) ...................2-82
2.6-1 Task II Overview ...................................................2-83
2.6-2 Nine Steps to Support External Exercises ...........................2-88
2.7-1 Task III Overview ..................................................2-90
2.7-2 Task III Technical Approach ........................................2-95
iii
<PAGE>
LIST OF EXHIBITS
EXHIBIT PAGE
3.1-1 The Project Team ................................................... 3-4
3.1-2 Task Skill Requirements ............................................ 3-8
3.1-3 Personnel Skills ................................................... 3-9
3.3-1 Titan Task Order Management Process ................................3-45
4.1-1 Technical Support Spectrum ......................................... 4-1
4.2-1 Contract Data ...................................................... 4-7
5.0-1 The Titan Corporation .............................................. 5-1
5.1-1 Titan Systems Group ................................................ 5-2
iv
<PAGE>
[LOGO] TITAN
EXECUTIVE SUMMARY
Titan Corporation is pleased to respond to the Request for Proposal (RFP)
DTFA06-94-R-30067 and Amendment 0001 thereto to provide technical services in
support of the Federal Aviation Administration's (FAA) Emergency Operations
Program. Titan brings a history of outstanding support to the Federal government
in emergency preparedness support and is experienced in every aspect of
emergency preparedness planning, exercise design, conduct, and evaluation. We
have analyzed the solicitation carefully and propose an approach which we have
successfully used in providing current support to the FAA's Emergency Operations
Program, as well as other programs of a similar nature in the national emergency
operations community. In fact, our current efforts are virtually parallel to
those contained in this Statement of Work (SOW). Based on our past experiences,
our program experience, and our proposed approach, we are highly confidant that
our development of FAA exercises and the assistance in emergency plan
formulation will continue to successfully meet FAA's expectations. We have a
proven track record for meeting contract requirements with a high degree of
success, within cost, and on schedule.
IN ADDITION TO OUR STRONG CORPORATE COMMITMENT TO THIS PROGRAM TITAN'S
QUALIFICATIONS ARE CHARACTERIZED BY:
- Strong, current RELEVANT EXPERIENCE by virtue of near-term
successful exercise support to the FAA on tasks defined in this
procurement and a history of high quality, successful performance on
this and similar complex, multimillion dollar programs.
ES-1
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
- The availability of KEY PERSONNEL to support this effort by way of a
top-notch project manager and a highly qualified group of additional
Titan staff.
- Detailed TECHNICAL KNOWLEDGE of and involvement with all aspects of
the Federal Response Plan and FAA Order 1900.1E, FAA Emergency
Operations Plan, extensive experience in planning, training, and
exercising for emergency operations programs at local, State, and
Federal levels.
- Strong security awareness, excellent facilities and superb
administrative support equipment and people.
WE UNDERSTAND THE ROLES, MISSIONS, AND INTERFACES OF THE NATIONAL
COMMUNITY INVOLVED IN THE CONDUCT OF EMERGENCY PREPAREDNESS EXERCISES:
- We understand the FAA's mission and system capabilities, and
requirements, and the need to structure an exercise program that
will validate and improve its emergency preparedness programs.
- We have assisted other Federal departments and agencies in planning
and development of their exercise programs. Because we are currently
active in these programs, there is a synergism in our ability to
integrate emergency preparedness common issues into early exercise
planning. This enhances the effectiveness of all programs.
OUR TECHNICAL APPROACH HAS PROVEN TO BE SOUND:
- Our capability to implement our proposed planning methodology has
been substantiated on numerous occasions for a diverse group of
customers. This included design, scenario development, conduct, and
evaluation of exercises such
ES-2
<PAGE>
[LOGO] TITAN
as FEMA sponsored CIVEX and HILEX series, CJCS sponsored PROUD SCOUT
and PROUD EAGLE; NATO sponsored CMX; DOE/FBI sponsored MIRAGE GOLD;
DOJ sponsored SOFLEX; along with many natural and technological
disaster exercises within which the on-going FAA activity is
included.
- Experience has shown that our methodology is valid and is directly
reflected in every step of the exercise development process.
Further, we fully understand the coordination process necessary
among the elements of the national hierarchy as well as within the
regional and local structure.
- Our technical approach and qualified staff will ensure that overall
exercise support effort provides a reliable means to evaluate
emergency preparedness so as to ultimately enhance operational
capability.
- We understand what to do and are prepared to begin immediately.
Staffing continuity and stability will be retained. We do not need
to hire personnel to perform this work.
WE OFFER A PROVEN MANAGER WHO IS KNOWN IN THE EMERGENCY PREPAREDNESS
COMMUNITY AND WHO HAS MANY YEARS EXPERIENCE IN COMMAND AND CONTROL, OPERATIONS,
PLANNING, AND EXERCISING.
- Mr. John Chambers, a designated key individual for this procurement,
has been selected to lead this effort because of his previous FAA
exercise experience and his in-depth participation in critical
national exercise programs that involved agencies at the local,
State, and Federal level. His involvement in these activities
required extensive knowledge of FAA Order 1900.1E, FAA Emergency
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Operations Plans and the Federal Response Plan. Mr. Chambers is a
proven successful program manager and will actively participate in
all activities required by this procurement.
WE OFFER A WELL QUALIFIED STAFF COMMITTED TO PROGRAM SUCCESS.
- The individuals selected to support this procurement collectively
represent well over 100 years of operations planning and exercise
experience.
- Our personnel have supported the planning, conduct, and/or
evaluation of virtually every national-level exercise since 1981.
Our in-depth active participation in local, State and Federal
exercises as well as real world events has provided us with a clear
understanding of the problems that need to be resolved following a
major disaster.
- We have assigned individuals based upon an analysis of skills and
background in exercises, operations planning, and who are
knowledgeable of the requirements of this solicitation.
WE REAFFIRM OUR CORPORATE COMMITMENT TO THE FAA EMERGENCY OPERATIONS
PROGRAM:
- Support to this program will continue to receive top priority
attention by Mr. A. E. Knauf, Executive Vice President of TITAN and
Mr. Paul Carlson, Executive Vice President for Titan Systems Group.
All personnel proposed for this effort look forward to building on
current achievements and to continue as members of this essential
FAA program.
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[LOGO] TITAN
1.0 INTRODUCTION
TITAN'S PROPOSAL IS FULLY RESPONSIVE TO THE REQUEST FOR PROPOSAL AND HAS
BEEN STRUCTURED TO PROVIDE INFORMATION REQUIRED IN A CLEAR AND CONCISE
MANNER.
This proposal is submitted to the Federal Aviation Administration (FAA) in
response to Request for Proposal (RFP)/Solicitation Number DTFA06-94-R-30067,
dated November 10, 1994, and Amendment 0001 thereto, effective December 2, 1994.
It describes the approach and the capabilities of Titan to meet the requirements
in the Statement of Work (SOW). Our approach is fully responsive to the
requirements of the RFP and the demanding activities included in supporting the
FAA in its emergency operations program -- internal and external exercise effort
and development of emergency plans and standard operating procedures.
Titan clearly recognizes the needs and requirements for the full duration
of the contract. We are able to meet these requirements because of our extensive
corporate experience and our current involvement in both on-going exercise
programs and in present-day emergency planning activities. Upon award of the
contract and the issuance of task orders, we will submit a work plan for the
accomplishment of these tasks, along with a proposed schedule, after
coordination with the FAA. These, together with our fully capable team, will
ensure a quick and responsive start of the required support.
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1.1 ORGANIZATION OF THE PROPOSAL
We have structured our proposal in the same manner that we believe the
documentation produced under this contract should be
structured--straightforward, concise, readable, and neither redundant nor overly
protracted.
Our proposal is organized into a technical proposal and a cost proposal.
The technical proposal is organized as shown in Exhibit 1.1-1.
EXHIBIT 1.1-1 PROPOSAL ORGANIZATION
================================================================================
Section
-------
1.0 INTRODUCTION. Presents an overview of the proposal and explains
its organization.
2.0 TECHNICAL APPROACH. Details our understanding of the
requirements and our proposed technical approach.
3.0 PROJECT MANAGEMENT PLAN. Describes our proposed organization to
successfully provide the required support and the capabilities
of our proposed project team.
4.0 PREVIOUS RELATED EXPERIENCE. Demonstrates our broad experience
in providing superior support in similar efforts.
5.0 CORPORATE FACILITIES AND RESOURCES. Outlines our overall
corporate capability to support this effort.
Annex A TABLE OF ABBREVIATIONS. Explains abbreviations and acronyms used
in this proposal.
Annex B COMPLIANCE MATRIX. Documents our compliance with the
requirements and evaluation criteria contained in the SOW.
================================================================================
The SOW specifies that the first year tasks and deliverables include
five-regional table-top exercises based on a catastrophic technological disaster
or similar scenario and a headquarters
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[LOGO] TITAN
and multi-regional/headquarters exercise involving a catastrophic natural
disaster. The SOW also provides for multi-year tasking with repetitive
exercises. Therefore, in Section 2.0, we have taken the approach of presenting
the exercise descriptive material in an inclusive manner vice a by-exercise
breakdown. The three types of tasks may be performed in each year of the
contract, spread through the term of the contract, or conducted as directed by
the Contracting Officer's Representative (COTR). Section 2.0 is most critical in
the understanding and evaluation of this proposal, since it includes our
understanding of the SOW requirements and their relationship to critical Federal
planning documents which are the basic references for much of the detailed
processes and procedures.
1.2 COMPLIANCE MATRIX
For the reader's ease in understanding and evaluating our proposal, we
have developed a compliance matrix, contained in Annex B, that provides a
cross-reference between requirements of the RFP, including the SOW and
evaluation criteria, and the proposal sections that respond to those
requirements.
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[LOGO] TITAN
2.0 TECHNICAL APPROACH
TITAN'S TECHNICAL APPROACH CLEARLY DEMONSTRATES A DETAILED UNDERSTANDING
OF THE FEDERAL RESPONSE PLAN (FRP), FAA'S EMERGENCY OPERATIONS PROGRAM,
AND FAA'S EMERGENCY OPERATIONS PLAN. OUR SUCCESSFUL APPROACH TO
DEVELOPING, CONDUCTING, AND EVALUATING EXERCISES, INCLUDING THE RECENT
SERIES OF FAA REGIONAL CATASTROPHIC DISASTER RESPONSE EXERCISES, IS
RECOGNIZED THROUGHOUT THE EMERGENCY MANAGEMENT COMMUNITY.
Over the past several years (1992-1994), we have been involved in
providing assistance to the FAA's Emergency Operations Program (ADA-20) in
meeting its goals and objectives. A key element of the required support is
providing recommendations for development or revision of operations plans such
as Order 1900.1E, FAA Emergency Operations Plan, and its regional and center
supplements, standard operating procedures (SOP's), and the exercise of these
plans and procedures under realistic conditions. From these exercises,
invaluable lessons learned were received and provided potential
recommendations/comments for the revision and validation of these emergency
operations plans and procedures, and a better understanding of the FAA's role in
supporting more encompassing response plans, such as the Federal Response Plan
(FRP). The improvements that result will lead to enhanced mission readiness and
clarification of roles and responsibilities of the components of the FAA's
Emergency Operations Program. The potential FAA must maintain an uninterrupted
capability in an all-hazards/all-risks environment to perform its mission;
perform all essential (emergency) functions; and, as a primary objective,
effectively manage the safe and efficient utilization of the National Airspace
System (NAS).
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Exercises in support of the FAA's Emergency Operations Program, in which
the FAA plans and procedures can be examined in an operational context, and
which constitute the primary emphasis of this procurement, have been Titan's
primary emphasis during the last three years, and will continue to be in the
future. Titan has demonstrated its capabilities for providing support to the
FAA's Emergency Operations Program and, with its experienced team of subject
matter experts, will continue to effectively support the FAA's Emergency
Operations Program and the Manager, Emergency Operations Staff, in achieving the
objectives of this vital program.
Exhibit 2.0-1 illustrates Titan's goals and approach to our long-term
commitment to the FAA and its Emergency Operations Program.
EXHIBIT 2.0-1 TITAN COMMITMENT
- --------------------------------------------------------------------------------
--------------------------
TITAN GOALS
- FULL SOW COMPLIANCE
- PROFESSIONAL PERFORMANCE
- CREATIVITY
--------------------------
-------------------------------
TITAN APPROACH
- EXPERIENCED TEAM
- ACTIVE CORPORATE INVOLVEMENT
- CONTINUITY AND DEDICATION
-------------------------------
----------------------------
RESULTS
LONG-TERM COMMITMENT TO FAA
EMERGENCY OPERATIONS PROGRAM
----------------------------
- --------------------------------------------------------------------------------
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[LOGO] TITAN
The remainder of this section is organized as shown at Exhibit 2.0-2.
EXHIBIT 2.0-2 ORGANIZATION WITHIN SECTION 2.0
================================================================================
SECTION CONTENTS
- --------------------------------------------------------------------------------
2.1 Presents our understanding of Solicitation requirements to include
relevant background discussion.
- --------------------------------------------------------------------------------
2.2 Presents a discussion of our understanding of the Statement
of Work. It provides reference to basic elements of the SOW
tasks and links them to experience which aids in
understanding.
- --------------------------------------------------------------------------------
2.3 Presents our understanding of the evaluation criteria.
- --------------------------------------------------------------------------------
2.4 Presents our understanding of the support requirements generated by
the execution of the exercise program.
- --------------------------------------------------------------------------------
2.5 Presents our technical understanding of the requirements
for support to the planning, conduct, control, and
evaluation of internal FAA exercises (Task I).
- --------------------------------------------------------------------------------
2.6 Presents our understanding of the requirements for support
to FAA participation in exercises involving external
agencies (Task II).
- --------------------------------------------------------------------------------
2.7 Presents our approach to the provision of other technical
services (i.e., operational planning support) (Task III).
================================================================================
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2.1 UNDERSTANDING THE REQUIREMENT
2.1.1 BACKGROUND
The basis of the FAA's Emergency Operations Program can be found in
Executive Order 12656, Assignment of Emergency Preparedness Responsibilities,
November 18, 1988; THE ROBERT T. STAFFORD DISASTER RELIEF AND EMERGENCY
ASSISTANCE ACT Public Law 93-288, as amended, and the FRP dated April 1992.
Under these authorities and directives, Federal departments and agencies
(D/A's), including the FAA, are assigned preparedness, response, and recovery
responsibilities, as extensions of their regular missions, to meet essential
defense and civil needs during national security emergencies, natural disasters,
technological emergencies, or other emergency situations that seriously degrade
or threaten the mission of the FAA. To satisfy these requirements, the FAA has
initiated a comprehensive Emergency Operations Program to:
- Develop an emergency management capability
- Identify the essential (emergency) functions
- Develop the plans and procedures to guide the performance of the
functions
- Establish crisis management centers (CMCs) to provide the capability
to execute the plans during emergencies
- Develop and maintain a vital records program
- Establish an exercise program that will test, evaluate, and validate
these plans, and enhance actual operational capabilities.
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[LOGO] TITAN
In support of this program, Titan has assisted the FAA's Emergency
Operations Staff in the past three years in the development and conduct of a
series of nine regionally-oriented catastrophic disaster response exercises, as
shown in Exhibit 2.1-1. In addition, Titan, assisted ADA-20, in coordination
with Flight Standards Service, in the development of a prototype methodology
(with a supporting annotated briefing) to assist crisis response group members
in defining individual essential (emergency) functions. These materials were
then used as an aid in discussions during the December 1994 emergency planners'
meeting.
EXHIBIT 2.1-1 FAA REGIONAL EXERCISES (1992-1994)
[MAP]
The implementing directive for emergency preparedness within the FAA is
Order 1900.1E, FAA Emergency Operations Plan, July 21, 1993. This directive
provides for an all-hazards/all-risk approach to emergency situations. This plan
defines the structure and mechanism for the FAA to respond to emergency
situations affecting only the FAA, and
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<PAGE>
provides guidance and direction that the FAA must have to assist it in
supporting other Federal departments and agencies when responding to large scale
emergency situations requiring interD/A coordination. This support would go
first to the Department of Transportation Emergency Organization (DOT-EO) and
then to Federal Emergency Management Agency (FEMA) under the functional approach
first developed as part of Executive Order 12656, as part of the National
Security Emergency Preparedness (NSEP) Program and contained in the FRP. As a
result of our prior support to FAA and FEMA, the Titan team has a full
understanding of the NSEP, as well as the Federal Response Plan and the FAA
Emergency Operations Plan. Additionally, as a result of our experience in
support of this program and other related experience, we have a clear
appreciation of the problems faced by local, State and Federal responders to a
major disaster.
2.1.2 FAA EMERGENCY OPERATIONS PROGRAM AND THE EMERGENCY OPERATIONS PLAN
The FAA Emergency Operations Program, as implemented by FAA Order 1900.1E,
FAA Emergency Operations Plan, is based upon NSEP policy. Its mission is to
ensure that the FAA shall survive and endure, provide for the protection of
personnel and key facilities, and provide for the continuity of NAS and other
essential FAA functions.
The resulting overall concept for the FAA's Emergency Operations Program
provides for the full cycle of mutually supportive and iterative planning,
training, exercising, and evaluating illustrated in Exhibit 2.1-2. Based on our
experience, we recognize that successful execution of this cycle is extremely
important to the continued refinement of the Emergency Operations Program. The
1992-1994 series of regional catastrophic disaster response exercises was, in
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[LOGO] TITAN
many cases, the first real exercise of the FAA's Emergency Operations Plan and
its regional supplements. We will, continue to assist ADA-20 in taking the
lessons learned from exercises, as well as real world experiences, and use them
to improve the planning in all facets of emergency operations. We will also
assist in the revision of the FAA Emergency Operations Plan and the regional
supplements based upon applicable lessons learned. The value of this cyclical
process is in the potential overall upgrade of operational processes and
procedures and enhanced mission readiness.
Exhibit 2.1-2 FAA's EMERGENCY OPERATIONS PROGRAM DEVELOPMENT CYCLE
- --------------------------------------------------------------------------------
Planning
Evaluating Training
Exercising
- --------------------------------------------------------------------------------
The purpose of the FAA Emergency Operations Plan is to establish the
policies and procedures for the FAA Emergency Operations Program and assign
implementation responsibilities to appropriate FAA elements. The concept for the
FAA's Emergency Operations Program and its Crisis Response System (as described
in the Emergency Operations Plan) is set forth in the following restatements of
FAA policy:
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<PAGE>
". . . participate fully in the planning process... for national security
emergency plans, including planning for natural and technological
disasters. . .."
". . . exercise FAA emergency plans at all levels within the agency regularly.
Additionally, FAA shall participate fully in NSEP exercises sponsored by defense
and civil departments and agencies. Appropriate individual and organizational
training shall be conducted to ensure the agency-wide effectiveness of FAA
emergency operations."
". . . maintain survivable fixed and transportable command and control
communications. . .."
". . . maintain primary and alternate command and control facilities for
national headquarters, and regional headquarters, and the Aeronautical and
Technical Centers."
FAA policy also shapes commitments which include actions to:
- - Use, to the extent possible, FAA organizational structures and reporting
systems for management of emergencies, crises, or threats. When a
situation warrants special vigilance, or there exists the potential for a
significant adverse threat to FAA operations, the Administrator or the
Deputy Administrator (for headquarters), regional administrators (for
their respective regions), the Associate Administrator for the Mike
Monroney Aeronautical Center, and the Director of the Technical Center may
direct the activation of Crisis Response Steering and Working Groups
(CRSGs/CRWGs) to coordinate mitigation and response actions.
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[LOGO] TITAN
- Respond to major disasters at the regional level. Regional
administrators are authorized to employ regional resources to
prepare for or respond to a disaster situation. The regional
administrator shall also assume operational direction of all FAA
regional elements under conditions where no communications exist
between headquarters and the affected region(s) during a national
security emergency.
- Participate fully in the planning process regarding the development
of FAA responsibilities for national security and
all-hazards/all-risk plans, including planning for natural and
technological disasters and any plan activation. From the
perspective of evaluation, FAA policy is to maintain a viable
emergency operations evaluation program at headquarters, regional,
and center levels to assess FAA emergency effectiveness, determine
the adequacy of emergency plans, and promote continual improvements
to FAA emergency capabilities.
The FAA Administrator has the overall responsibility for the emergency
management of the FAA and the establishment of policy relating to the emergency
operations program. The Deputy Administrator is the FAA official responsible for
developing, promulgating, and evaluating the FAA's emergency operations program.
The Deputy Administrator manages the implementation of the Administrator's
emergency preparedness policy. The Deputy also serves as the leader of the FAA
CRSG and acts for the Administrator in other civil preparedness and defense
forums. Overall management of the Emergency Operations Program (EOP) and much of
the day-to-day responsibilities fall to ADA-20 at the FAA Headquarters and the
Operations Center Chiefs at each of the regions and centers. At both the FAA
Headquarters, the regions, and the centers, support to the EOP and the FAA's CRS
(see our understanding of the CRS in
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Exhibit 2.1-3) is provided by CRSGs and CRWGs at each level. They provide the
combination of policy and management expertise needed to respond to an emergency
situation.
Headquarters, regional, and center CRSGs consist of FAA policy level
officials designated to exercise direction and control over the CRS for the FAA.
At the headquarters level, the steering group is chaired by the Deputy
Administrator or designee. Normally, the Regional CRSG is chaired by the Deputy
Regional Administrator.
EXHIBIT 2.1-3 FAA CRISIS RESPONSE SYSTEM (CRS)*
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EXECUTIVE BRANCH
(FRP: OTHER DEPARTMENTS AND AGENCIES)
DEPARTMENT OF TRANSPORTATION
GOVERNMENTAL FAA HEADQUARTERS EOP PRIVATE SECTOR
INTERACTIONS (ADA-20) INTERACTIONS
OTHER COUNTRIES POLICY MEDIA
CRISIS RESPONSE MANAGEMENT
STEERING GROUP CRISIS RESPONSE - RADIO
GOVERNORS AND (CRSG) WORKING GROUP
STATE OFFICIALS (CRWG) - TELEVISION
REGIONS / CENTERS
CITY & COUNTY - PRINT
GOVERNMENT REGIONAL HEADQUARTERS (9)
OFFICIALS TECHNICAL CENTER VOLUNTEER GROUPS
MIKE MONRONEY AERONAUTICAL CENTER
LOCAL JURISDICTIONS POLICY INDUSTRY AND
CRISIS RESPONSE MANAGEMENT BUSINESS
- - POLICE STEERING GROUP CRISIS RESPONSE
(CRSG) WORKING GROUP PUBLIC AT LARGE
- - FIRE (CRWG)
OTHER
- - RESCUE FIELD UNITS/INFRASTRUCTURE
(E.G., ARTCCs, ATCTs, FSDOs, FSSs, SECTORS)
ALL-HAZARDS / ALL RISKS ENVIRONMENT
- --------------------------------------------------------------------------------
* NOT SHOWN ARE THE NUMEROUS TECHNICAL AND SUPPORT RESOURCES, (E.G., NATIONAL
MAINTENANCE COORDINATION CENTER [NMCC], "FLOW CONTROL," LOGISTICS CENTER,
CONTINGENCY COMMUNICATIONS SUPPORT TEAM [CCST], VITAL RECORDS, AND OTHERS).
- --------------------------------------------------------------------------------
Headquarters, regional, and center CRWGs include FAA management officials
involved in response actions and with receiving, evaluating, and distributing
information and coordinating with other FAA elements concerning development of
response actions. As can be seen from the
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exhibit, much of this interaction is dependent upon information received from
many sources. On one hand, governmental interactions may include other
countries, as well as our own government officials, while private sector
interactions may include the media, volunteer groups, industry, the public at
large, and others.
There are two specific aspects of the FAA's Emergency Operations Program
which deserve special attention. The first addresses the FAA's preparedness and
response systems; the second addresses situation reporting.
During the recently completed series of regional exercises, two unique but
complementary preparedness and response systems, the READINESS LEVEL SYSTEM AND
THE SECURITY CONDITION (SECON) SYSTEM, were introduced during actual exercise
play. The readiness level system provides for an increase in FAA's preparedness
and a post-event response to emergency or disaster situations. The SECON system
provides increased FAA security management and risk reduction resulting from
internal and external threats. Since these two systems are recent modifications
or additions to the Emergency Operations Program, we were able to assist ADA-20
in highlighting their importance and reinforced this importance by encouraging
the exercise players at each location to understand what these two systems do,
and also to address their implementation.
The situation report (SITREP) has become the most important document
produced by the CRSGs. It is the vehicle that brings together the status and
assessment of the emergency situation to which the FAA's CRS is reacting.
Importantly, in real emergency situations, it is the single product that the FAA
Administrator, and the Secretary of Transportation uses to
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<PAGE>
promulgate the latest situation assessment information. In each exercise, the
development of this document became one of the most important outputs of each
crisis response group.
In the recent past, the world has changed and we are beginning to see more
of a balance between preparations for response to national security emergencies
and responses to all-hazard/all-risk natural and technological disasters. With
the dissolution of the Soviet Union, and less emphasis on the massive nuclear
threat, less priority has been given to that aspect of emergency operations
planning. We have, however, seen an increase in the commitment to provide
assistance in natural disasters, such as Hurricane ANDREW in Florida and the
Northridge Earthquake in California. These disasters did require coordinated
Federal responses, and lessons learned have had some impact on FAA operations.
Without question there has been a greater appreciation by the exercise
participants of the problems faced by local, State, and Federal responders to
disasters of these types.
The recently announced FAA reorganization, along with significant
downsizing in many of the FAA's major operational elements, will put increased
emphasis on the FAA's Emergency Operations Program and its exercise planning,
particularly as it relates to enhancement of mission accomplishment. The result
of these reductions will be an approach of doing more with less in an
increasingly austere environment. Titan recognizes the constraints associated
with such activities and, because of our experience in supporting the Emergency
Operations Program's current exercise series, we can and will ensure that future
exercises are designed to maximize the return on the FAA's training and exercise
investment.
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2.1.3 THE FAA AND THE FEDERAL RESPONSE PLAN (FRP)
The Federal response to a wide range of domestic and national security
emergencies "traditionally" relied on individual (or groups of) departments and
agencies to respond within the bounds of their individual missions or charters.
In the mid-1980's, the staffs of the National Security Council (NSC) and the
Domestic Policy Council (DPC) determined that: 1) the Federal Government should
respond to all emergencies using similar response structures; and 2) such
response structures should be functional. These determinations were based upon
the beliefs that it is inefficient to organize differently for different
emergencies, and that most Federal-level emergency functions are shared among
Federal D/A's. It was felt that placing lead responsibility with the Federal D/A
having the greatest day-to-day responsibility (and expertise) for a particular
emergency would result in increased efficiencies in mitigation activities and
related costs.
The FRP refined this initial guidance. In 1988, Public Law 93-288 was
amended by Public Law 100-707 and retitled the ROBERT T. STAFFORD DISASTER
RELIEF AND EMERGENCY ASSISTANCE ACT. The "Stafford Act" provides the authority
for the Federal Government to respond to disasters and emergencies in order to
provide assistance to save lives and protect public health, safety, and
property. The FRP implements that authority and is designed to address the
consequences of any disaster or emergency situation in which there is a need for
Federal response assistance under the authorities of the Stafford Act. It is
applicable to natural disasters such as earthquakes, hurricanes, typhoons,
tornadoes, floods, and volcanic eruptions, as well as technological emergencies;
and other incidents requiring Federal assistance under the Act. The purpose of
the FRP is to:
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- Establish fundamental assumptions and policies
- Establish a concept of operations that provides an interagency
coordination mechanism to facilitate the immediate delivery of
Federal response assistance
- Incorporate the coordination mechanisms and structures of other
appropriate Federal plans and responsibilities into the overall
response
- Assign specific functional responsibilities to appropriate Federal
D/As
- Identify actions that participating Federal D/As will take in the
overall Federal response, in coordination with the affected states.
The FRP describes the basic mechanisms and structures by which the Federal
Government will mobilize resources and conduct activities to augment State and
local response efforts. To facilitate the provision of Federal assistance, the
FRP uses a functional approach to group the types of Federal assistance which a
state is most likely to need under 12 Emergency Support Functions (ESFs) (see
Exhibit 2.1-4). Each ESF is headed by a primary agency, which has been selected
based on its authorities, resources, and/or capabilities in the particular
functional area. In the case of ESF #1 (Transportation), the DOT is primary with
the FAA providing support, upon Presidential declaration of a disaster. As noted
in Exhibit 2.1-4, DOT (in addition to being the Lead Agency for ESF #1) is also
a supporting agency for all other ESFs except ESF #4 (fire fighting). In turn,
the FAA, as part of DOT, provides a supporting role in these ESFs. The 12 ESFs
serves as the primary mechanism through which Federal response assistance will
be provided to assist the State in meeting response requirements in an affected
area. Federal assistance will be provided to the affected State under the
overall coordination of the Federal Coordinating Officer (FCO) appointed by the
Director of FEMA on behalf of the President.
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Exhibit 2.1-4 DOT and FAA Support to ESFs
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
EMERGENCY SUPPORT FUNCTIONS
- ----------------------------------------------------------------------------------------------------
FAA Support*
ESF Function Primary Supporting -------------------
# Description Agency Departments and Agencies Addressed Implied
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
---
1 TRANSPORTATION DOT USDA DOD DOE DOS GSA ICC TVA USPS X
---
- ----------------------------------------------------------------------------------------------------
---
2 COMMUNICATIONS NCS USDA DOC DOD DOI DOT FCC FEMA GSA X
---
- ----------------------------------------------------------------------------------------------------
---
3 PUBLIC WORKS AND DOD USDA DOC DOE DHHS DOI DOL DOT VA X
ENGINEERING EPA GSA TVA ---
- ----------------------------------------------------------------------------------------------------
4 FIREFIGHTING USDA DOC DOD DOI EPA FEMA
- ----------------------------------------------------------------------------------------------------
5 INFORMATION AND FEMA USDA DOC DOD DOEd DOE DHHS DOI DOJ X
PLANNING ---
DOT TREAS ARC EPA GSA NASA NCS NRC
---
- ----------------------------------------------------------------------------------------------------
---
6 MASS CARE ARC USDA DOC DOD DHHS DHUD DOT VA X
FEMA GSA USPS ---
- ----------------------------------------------------------------------------------------------------
---
7 RESOURCE SUPPORT GSA USDA DOC DOD DOE DHHS DOL DOT VA X
FEMA NCS OPM ---
- ----------------------------------------------------------------------------------------------------
---
8 HEALTH AND DHUD USDA DOD DOJ DOT VA AID ARC EPA X
MEDICAL SERVICES ---
FEMA GSA NCS USPS
- ----------------------------------------------------------------------------------------------------
---
9 URBAN SEARCH FEMA USDA DHHS DOL DOT AID EPA DOD GSA X
AND RESCUE (formerly DOD) ---
- ----------------------------------------------------------------------------------------------------
10 HAZARDOUS EPA USDA DOC DOD DOE DHHS DOI DOJ DOL X
MATERIALS ---
DOS DOT FEMA GSA NRC
---
- ----------------------------------------------------------------------------------------------------
---
11 FOOD USDA DOD DHHS DOT ARC EPA FEMA X
---
- ----------------------------------------------------------------------------------------------------
---
12 ENERGY DOE USDA DOD DOS DOT GSA NCS NRC TVA X
---
- ----------------------------------------------------------------------------------------------------
</TABLE>
*Addressed = FAA is specifically mentioned
Implied = Phraseology is used such as: "air and marine traffic control"
or "...address all modes of transportation (e.g., truck, rail, air,
and sea)..."
In the preparation of this proposal, members of the Titan Corporate Team
conducted a separate research effort. An examination of the detailed
requirements and responsibilities revealed that the FAA is involved across the
spectrum of Emergency Support Functions. Although current language does not
specify support to ESF #4, the Titan team believes (in real operations) FAA
support would be needed and that this omission in the planning details is
probably an oversight.
- --------------------------------------------------------------------------------
According to the FRP concept, during the period immediately following a
major disaster or emergency requiring Federal response, primary agencies such as
the DOT, when directed by FEMA, will take actions to identify requirements and
mobilize and deploy resources to the affected area to assist the State(s) in its
(their) response efforts. Each ESF, such as ESF #1 (Transportation), has been
assigned a number of missions to provide response assistance to the State(s).
The organizational structure used to support the implementation of the FRP
is depicted in Exhibit 2.1-5. The structure shows those organizational elements
which provide response coordination and response operations activities at
national and regional levels.
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EXHIBIT 2.1-5 FEDERAL RESPONSE STRUCTURE
================================================================================
----------------------- -----------------------
CATASTROPHIC
DISASTER RESPONSE HEADQUARTERS
NATIONAL GROUP (CDRG) ------ ESF OPERATIONS
LEVEL ----------------------- -----------------------
EMERGENCY SUPPORT PRIMARY AGENCIES &
TEAM (EST) SUPPORT AGENCIES
----------------------- -----------------------
- --------------------------------------------------------------------------------
----------------------- -----------------------
FEDERAL COORDINATING REGIONAL
REGIONAL OFFICER (FCO) ------ ESP OPERATIONS
LEVEL ----------------------- -----------------------
EMERGENCY RESPONSE PRIMARY AGENCIES &
TEAM (ERT) SUPPORT AGENCIES
----------------------- -----------------------
================================================================================
In general, national-level elements provide support to regional-level
elements which implement the on-scene response operations. The Catastrophic
Disaster Response Group (CDRG) is the coordinating group which addresses policy
issues and support requirements from the FCO and ESF response elements in the
field. The Emergency Support Team (EST) is an interagency group comprised of
representatives from each of the primary agencies, such as the DOT for ESF #1,
select support agencies, and FEMA Headquarters staff. At the regional level, the
Emergency Response Team (ERT) is the interagency group that provides
administrative, logistics, and operational support to regional response
activities and supports the FCO in carrying out interagency activities. In
addition, there is an emerging concept called the National Emergency Response
Team (ERT-N). These teams, of which there are three, will be activated and
deployed to a catastrophic disaster area where there is an expectation that the
resources of
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[LOGO] TITAN
the State and the Federal region have been, or will be, overwhelmed. The FAA,
for its part, provides representation to ESF #1 (Transportation) at both
national and regional levels and plays a supporting role in all of the ESFs
except ESF #4 (Fire Fighting).
Exhibit 2.1-6 illustrates our understanding of how the FAA fits into the
overall Federal response process, either before or after the activation of the
FRP. Before the activation of the FRP, the FAA, through its headquarters,
regional CRSGs and CRWGs, and Crisis Response System provides support to the DOT
in accordance with its Crisis Action Plan. After the activation of the FRP, the
support provided by these same headquarters and regional groups comes under the
umbrella of the FRP and is channeled directly to the FAA representative at ESF
#1 (Transportation) at both the national and regional levels.
EXHIBIT 2.1-6 FAA FEDERAL RESPONSE PLAN INFORMATION FLOW
<TABLE>
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
PRIOR TO FEDERAL | AFTER
RESPONSE PLAN (FRP) | FEDERAL RESPONSE PLAN (FRP)
ACTIVATION | ACTIVATION
- ---------------------------------------------------------|-------------------------------------------------------------------------
DEPARTMENT OF F|
TRANSPORTATION E|
(DOT) \ D|
\ E| HQ EMERGENCY SUPPORT CATASTROPHIC DISASTER
\ R| FUNCTION (ESF) RESPONSE GROUP
CRISIS RESPONSE CRISIS RESPONSE A| OPERATIONS (CDRG)
WORKING GROUP _ _ _ _ STEERING GROUP _ _ _ L| _ _ _ _ _ __________ _ _ _ _ _ _ __________
(HEADQUARTERS) (HEADQUARTERS) |
| | A| DOT/FAA EMERGENCY EMERGENCY SUPPORT
| | V| SUPPORT FUNCTION TEAM
| | I|F (ESF) #1 |
| | A|E | |
| | T|D | |
NATIONAL | | I|E | | NATIONAL
- - - - - - - - -|- - - - - - - - - - - - | - - - - - - - O|R- - - - - - - - - | - - - - - - - - - - - - - - - -|- - - - - - - - - -
REGIONAL | | N|A | | REGIONAL
| | |L | |
| | A| | |
| | D| REGIONAL ESF FEDERAL COORDINATING
CRISIS RESPONSE CRISIS RESPONSE M| OPERATIONS OFFICER (FCO)
WORKING GROUP _ _ _ _ STEERING GROUP _ _ _ _I| _ _ _ _ _ _ _ __________ _ _ _ _ _ _ __________
(REGIONAL AND (REGIONAL AND N|
CENTER LEVEL) CENTER LEVEL) I| DOT/FAA ESF #1 EMERGENCY RESPONSE
S| RETCO/RETREP* TEAM (ERT)
T|
R|
A|
T|
I|
O|
N| *RETCO = Regional Emergency Transportation Coordinator
| RETREP = Regional Emergency Transportation Representative
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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The purpose of ESF #1 is to provide for the coordination of Federal
transportation support to State and local government entities, voluntary
organizations, and Federal D/As requiring transportation resources to perform
disaster assistance missions following a disaster or other event requiring
Federal response. FAA responsibilities in support of ESF #1 are to:
- Coordinate airspace control to ensure flight safety and the
facilitation of airlift services responding to the disaster
- Provide damage assessment information regarding the NAS and civil
air services
- Provide support to ESF #1 in the execution of its responsibility to
arrange civil air services.
At the headquarters level, the Manager, Emergency Operations Staff
(ADA-20) becomes the FAA representative to ESF #1, supports DOT representatives
to the EST and the CDRG, coordinates with the FAA Headquarters CRSG and CRWG,
and serves as liaison to ESF #1 at the regional level. At the regional level,
the FAA regional administrators provide support to the ERT and ESF #1. The head
of ESF #1 at the region is the Regional Emergency Transportation Coordinator
(RETCO) assisted by the Regional Emergency Transportation Representative
(RETREP). For three regions [Southern (ASO), Southwest (ASW), and Alaska (AAL)],
the regional administrators are responsible for the appointment of a RETCO and
RETREP. The others come from the United States Coast Guard (USCG) and the
Federal Highway Administration (FHWA).
While FAA support to and interface with the FRP has received a majority of
the emphasis in the last several years, there are two other Federal response
plans, as mentioned earlier, which could require FAA support or interface. One
is the Federal Radiological
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Emergency Response Plan (FRERP), which provides for a coordinated Federal
response to a radiological emergency. The other plan is National Contingency
Plan (NCP), which provides the organizational structure and procedures for
preparing for and responding to discharges of oil and releases of hazardous
substances, pollutants, and contaminants. In the technological disaster response
exercise with the Great Lakes Region (AGL) in May 1994, the NCP was specifically
addressed. One objective was to make participants aware that there is more than
one Federally mandated response plan.
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2.2 UNDERSTANDING THE STATEMENT OF WORK
We, at Titan, fully understand the requirements in the SOW and will
provide the same quality assistance to the FAA's Emergency Operations Program as
in the past for: internal exercise development (Task I); exercises sponsored by
D/A's external to the FAA (Task II); and assist in the development or revision
of Headquarters and regional emergency plans, associated appendices, and
standard operating procedures (SOP's) (Task III). An illustration of Task
interrelationships and other support requirements is shown in Exhibit 2.2-1.
EXHIBIT 2.2-1 TASK INTERRELATIONSHIPS
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
------------------------------------- -------------------------------------
SOW SOW
INTERNAL FAA EXERCISES EXTERNAL FAA EXERCISES
TRAINING AND PARA 5.2 PARA 5.3
EXERCISES - HQ ONLY TASK I - HQ ONLY TASK II
- REGIONS ONLY - REGIONS ONLY
- COMBINED HQ & REGIONS - COMBINED HQ & REGIONS
------------------------------------- -------------------------------------
| |
- - - - - - - - - - - - - - - - - -|- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
| |
| ------------------------------------------ |
| SOW |
| OTHER TECHNICAL SERVICES |
OPERATIONAL PLANNING | PARA 5.4 |
|---- - OPERATIONS PLANS TASK III ----|
| - ASSOCIATED APPENDICES |
| - SOPs |
| ------------------------------------------ |
| |
- - - - - - - - - - - - - - - - - -|- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
| |
| ------------------------------------------ |
| - EXERCISE COORDINATION MEETINGS |
EXERCISE COORDINATION | - EXERCISE DOCUMENT REVIEWS |
AND INTERFACE PROCESS |---- - DOT ----|
| - FEMA |
| - OTHER D/As |
| ------------------------------------------ |
| |
- - - - - - - - - - - - - - - - - -|- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
| |
| ------------------------------------------ |
| SOW |
| ACTIVITY REPORTS |
PROGRAM OVERSIGHT | PARA 4. |
AND CONTROL |---- - WORK PLAN ACTIVITY ----|
- WEEKLY COTR STATUS MEETINGS REPORTS
- MONTHLY LETTER REPORTS
------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
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Additionally, as required by the SOW, exercise scenarios designed for this
effort will consist of national security emergencies, catastrophic natural and
technological disasters, and command and control exercises for the FAA. We have
extensive experience in developing these types of scenarios. In fact, shown
below are the Titan-developed scenarios in support of the 1992-1994 series of
ADA-20 sponsored exercises:
Earthquake Hurricane Technological
---------- --------- -------------
- - Western-Pacific (AWP) - Southern (ASO) - Great Lakes (AGL)
- - Northwest-Mtn (ANM) - Eastern (AEA)
- - Alaska (AAL) - New England (ANE)
- - Central (ACE) - Southwest (ASW)
It is recognized that technical assistance is to be provided when specific
support is needed and sufficient funding is available. When assistance is
required, task orders specifying work to be accomplished will be issued. For
ease of subsequent discussion (as shown in Exhibit 2.2-1), we have identified
SOW paragraph 5.2 as TASK I, SOW paragraph 5.3 as TASK II, SOW paragraph 5.4 as
TASK III, and SOW paragraph 4 as ACTIVITY REPORTS. Our approach to task order
management is explained in Section 3.2.
TASK I calls for assistance in the development and execution of internal
FAA exercises. This support is to be provided for all three phases of an
exercise: pre-exercise (planning and preparation), exercise conduct
(implementation), and post-exercise (evaluation and after-action reporting). The
pre-exercise phase includes activities supporting development of scenarios;
message preparation (e.g., implementers); controller services; logistics support
(e.g., Exercise
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Support Plan); Master Scenario Events List (MSEL); critique forms (to support
after-action reports); participants' information handouts, including Moderator's
Handbooks, Group Leader's Handbooks, Players' Handbooks, and Response Cell
Handbooks; and "school solution" papers. The exercise conduct phase requires
support by controllers and evaluators (as well as a facilitator/moderator) who,
depending on the design of the exercise, may be individuals who fill a dual role
of Controller/Evaluator. The post-exercise phase, requires the accumulation and
presentation of critique comments in the form of an After-Action Report.
Exercises will be developed for regional-only play, headquarters-only
play, and combined region and headquarters exercises. In addition, it is our
understanding that exercises developed for the FAA's Technical Center and Mike
Monroney Aeronautical Center may be included in this definition. Exercise types
will consist of a mix of table-top and full scale exercises (FSEs), to be
conducted at both normal duty stations and alternate CMCs. Deployment to the
alternate CMCs can be part of the exercise play. In the Eastern Region's (AEA)
exercise (June 1994) the primary CMC at John F. Kennedy Airport was not used
and exercise conduct was at the alternate CMC at Islip, Long Island, N.Y.
Exercises will also operate selected FAA command and control communications.
Exercise duration depends on objectives; current exercises have typically been
designed for 12 hours over a two-day period. A full set of exercise
documentation will be prepared and coordinated for each exercise. In addition,
although not specified by the SOW, consideration could also be given to
expanding the participation of future exercises to involve more elements of the
FAA infrastructure that are vital to the support of the FAA's CRS.
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[LOGO] TITAN
In TASK II, assistance will be provided to the FAA when participating in
exercises sponsored and/or supported by other government agencies. This support
will include the FAA and regional participation in major joint civil-military
exercises and other external exercises initiated by FAA or requiring FAA
participation (e.g., terrorist threats to FAA facilities, HAZMAT, earthquakes).
The level of exercise support provided will include the full range of
activities, as defined for Task I. We are also prepared to develop comprehensive
Exercise Plans (EXPLANs), Control Staff Instructions (COSINs), and Evaluation
Plans (EVALPLANs), when required. Other exercises requiring assistance to the
FAA could include, for example, exercises of the FRP and/or exercises in support
of the Department of Justice and implementation of the Immigration and
Naturalization Service's (INS) Mass Immigration Emergency Plan.
TASK III calls for support to the FAA in development or revision of the
FAA and regional emergency plans, associated appendices, an SOP's for selected
aspects of the FAA and regional operations (i.e., related to the Emergency
Operations Program). An example of such technical support has been Titan's work
in helping ADA-20 identify and define essential (emergency) functions, a
requirement contained in the FAA Emergency Operations Plan. The essential
functions project resulted in briefing materials used to enhance discussions in
the FAA emergency operations planning meeting in December 1994. Additionally,
the lessons learned from that first series of exercises (1992-1994), and those
that will be derived from future exercise series, as well as real world
experiences, will be captured, integrated and prioritized as part of a
continuing process to refine inputs and improvements to appropriate operational
plans.
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Supporting all aspects of Titan's task performance are program management
activities which include monthly ACTIVITY REPORTS and regular (weekly) meetings
with the Contracting Officer's Technical Representative (COTR). The monthly
letter report describes the progress of each task order, related tasks, and a
breakdown of current and projected expenditures.
Our confidence for successfully completing the requirements of this SOW
comes from a number of factors. Our team is well trained and knowledgeable. Most
importantly, the individuals have vast experience in supporting many civil and
military D/A's in exercise programs over the last 12 years. This experience is
especially prevalent in the NSEP and all-hazards/all-risk environments. The key
members of our project team are the same professionals currently supporting FAA
requirements. Our proposed Project Manager, currently supporting FAA, has over
30 years of planning and operational experience. Over 100 staff-years of
combined civil/military exercise and FAA support experience in represented by
the corporate team.
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[LOGO] TITAN
2.3 UNDERSTANDING THE EVALUATION CRITERIA
Three facts stand out in Titan's commitment to provide continued superior
technical support. The prime factor which separates our team from other
potential responders is relevant experience. We have the background and
experience to perform the tasks contained in this procurement. This claim is
made as a result of our performance on the current procurement and on other
projects. Secondly, we want continuity and are pleased to commit the same key
personnel who were successful in supporting the FAA's Emergency Operations
Program during the current contract. This reinforces our point about relevant
experience. Our team members possess the maturity, familiarity, and experience,
as well as the operational continuity, to bring "value added" to the FAA's
Emergency Operations Program. Team contributions can be expected to remain
available to Operations Center Managers at each of the exercise sites. Thirdly,
Titan personnel dedicated to this project possess the critical specific
technical knowledge and abilities, especially in the areas of governmental
response plans, emergency operations, and crisis management. In sum, we bring a
wealth of experience, knowledge, ability, and team continuity. The remainder of
this section provides more detail on our qualifications.
2.3.1 RELEVANT EXPERIENCE (CRITERION 1) (REFERENCE PARAGRAPH SO-L-5.1.1)
We have been building an experience base for over 12 years in providing
planning, training, exercise, and evaluation support to most of the Federal
Government civil and military D/As, assisting them in preparation for, response
to, and recovery from national security emergencies and natural and
technological disasters in the all-hazards/all-risk environment.
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<PAGE>
While there are numerous examples of Titan's ability to satisfy this Criterion
we have included here brief summaries, in chronological order, of the most
meaningful to this procurement.
- From 1983 to 1988, and again from 1992 until the present, Titan has
provided continuous support to FEMA and other civil D/As in the
planning, conduct, evaluation, and assessment of emergency
management team exercises and operations. In one subset of this
effort we are supporting the INS in preparation for a mass
immigration emergency. We are assisting the INS in the development
of an Incident Annex for the Mass Immigration Emergency Plan (MIEP)
as part of the FRP and are planning an exercise of the INS Mass
Immigration Emergency Plan.
- From 1986 until 1992, Titan also provided technical support to the
Joint Chiefs of Staff (JCS) Exercise Evaluation Program which
included support to JCS-sponsored command and control (C2) and
Command Post Exercises (CPXs).
- Since 1988, Titan has assisted FEMA in implementing the NSEP program
and provided a full range of training services to almost all Federal
D/As. Titan was responsible for indoctrinating and preparing members
of the national and regional Emergency Management Teams (EMTs). As
the world changed over the last few years, this program and Titan
support has evolved into providing support to FEMA as it relates to
the FRP and the training of ERTs. In addition, Titan assisted FEMA
in the development of the ERT-N concept which is designed to
identify, train, and then deploy a cadre of Headquarters personnel
to a location near a disaster in situations in which the scope of
the disaster has or will overwhelm state and local resources.
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[LOGO] TITAN
- From 1990 to 1994, Titan assisted FEMA in providing operational
planning support to the NSEP program and the Federal Government's
Continuity of Government (COG) program. Again, as with previous
programs, this program evolved into providing support to FEMA, and
the rest of the Federal D/A's, in a total review and integration
effort for comprehensive risk-based all-hazards preparedness,
response, and recovery planning as part of the FRP. We served as the
Executive Secretariat to the Interagency Planning Group for the FRP
providing meeting support to the annex planning leaders. In
addition, we also wrote, in support of FEMA, the Northridge
Earthquake Summary for the FRP's CDRG.
- Since 1992, Titan, as the exercise support contractor for the
Chemical Stockpile Emergency Preparedness Program (CSEPP), has
assisted the Department of the Army and FEMA in a joint effort to
increase the capability of chemical surety installations and the
surrounding communities to deal with a chemical accident or
incident. The joint effort has taken place at each of the eight U.S.
storage sites, to include relating them to the National (Oil and
Hazardous Substances Pollution) Contingency Plan (NCP). The above
examples are discussed more fully in Section 4, which details
related experience.
- Titan also has provided exercise and planning support to the FAA
Emergency Operations Program. We have assisted the FAA and its
Emergency Operations Branch in the planning, conduct, and evaluation
of a series (1992-1994) of nine regional catastrophic disaster
response exercises. These exercises focused on the actions necessary
to maintain the safety of the airways, personnel, and facilities and
the reconstitution of the NAS. Primarily, these exercises were
designed to
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<PAGE>
exercise FAA response procedures, both internally and externally.
Internally, these exercises were designed to present a scenario
situation in which the level of damage was more than could be
handled by internal FAA resources. The objective was to "stretch the
envelope" and expose the regional teams to the need to look outside
the FAA for satisfaction of recovery requirements. From this
perspective, all exercises were designed to familiarize exercise
participants with the FRP and ESF #1 (Transportation). In the case
of the Great Lakes Region (AGL) technological disaster exercise, the
NCP was highlighted, as well as the reporting infrastructure and
processes (not only internal to the FAA but outside as well). One
important aspect that evolved over this series of exercises was the
real-time interface between the FAA Headquarters and the regional
participants during exercise play. This interface took place via
teleconferencing sessions with a focus on information flow provided
in discussions about SITREP contents. The lessons learned by and the
conversations between the headquarters and regional groups resulted
in a better appreciation of the roles and responsibilities of each.
Critiques received in the post-exercise feedback process from all
nine regions indicate that this first series of exercises was a
success.
- In support of one of the planning requirements of the Emergency
Operations Plan, Titan assisted ADA-20 and Flight Standards Service
(AFS) in developing a prototype approach to identify and define the
essential (emergency) functions of the FAA. This work was
accomplished in December 1994. The effort was particularly important
since one of the primary lessons learned from the first series of
exercises was the challenge of information management and the
necessity to: define essential (emergency) functions; specify the
information requirements
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[LOGO] TITAN
to support these functions; pre-position the information
requirements in the field BEFORE an emergency situation develops.
Overall, the Titan team has extensive planning, training, exercise, and
evaluation experience in all aspects of emergency operations. That experience
includes national security emergencies, and natural or technological disasters.
We clearly have the ability to satisfy the requirements of Criterion 1.
2.3.2 KEY PERSONNEL (CRITERION 2) (REFERENCE PARAGRAPH SO-L-5.1.2)
The key attributes of Titan personnel in meeting Criterion 2 are
knowledge, motivation, ability, experience, and continuity. The same personnel
who are currently providing support to the FAA's Emergency Operations Program
are proposed again. The only difference is that they will start fresh with the
benefit of the last three years of relevant experience. Mr. John Chambers has
been the Project Manager for the last 18 months, and is proposed again as the
Project Manager for this procurement. Mr. Colin Harding has been the
facilitator/moderator for the entire series of the nine regional catastrophic
disaster response exercises and will continue in that role. Finally, Mr. Paul
Carlson, Executive Vice-President for Titan Systems Group, has provided the
corporate link between Titan and ADA-20 and will continue to do so.
All three individuals have extensive personal experience in providing
planning, training, exercise, and evaluation support to emergency preparedness
operations. Mr. Chambers, in addition to being the current Project Manager for
this project, has also served as a technical support Program Manager for two
national-level programs related to national security
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<PAGE>
emergencies. Mr. Harding was previously the Program Manager for the FEMA
Exercise Program and has also been a Program Manager for two national-level
programs also related to national security emergencies. Mr. Carlson has served
as Program Manager for both the FEMA Exercise Program and for the FEMA
Operations Support Program which provided training to the national and regional
EMTs and he has directly supported the FAA Exercise program effort.
2.3.3 SPECIFIC TECHNICAL KNOWLEDGE AND ABILITIES (CRITERION 3) (REFERENCE
PARAGRAPH SO-L-5.1.3)
The depth of specific technical knowledge and abilities is a direct
product of the relevant experience and key personnel profiled in the two
previous sections.
Titan personnel were directly involved in drafting the original FRP, which
was taken from the National Earthquake Plan. In addition, we have used both the
FRP and the FAA's Emergency Operations Plan as primary source documents for
structuring all of the table-tops conducted as part of the recent series of
catastrophic disaster response exercises. Finally, to further substantiate our
understanding of Criterion 3, we are currently assisting FEMA in the training of
response teams on all aspects of the FRP.
One of the outcomes of the latest exercise series was a better
understanding of the FAA's Emergency Operations Plan and the FRP and how the
plans complement each other before, during, and after an emergency situation.
More specifically, a clearer understanding was achieved regarding the linkage
between the operational elements of the FAA's CRS (such as exists between the
regional and headquarters CRSGs/CRWGs), the linkage between these groups
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and the DOT Emergency Operations System before the activation of the FRP, and
the linkages that are created between these groups and ESF #1 (Transportation)
after FRP activation.
An additional important outcome of the exercise series was a better
appreciation, of the problems that face responders at the local, State, and
Federal levels as they reacted to a major disaster situation. Recent experiences
with Hurricane ANDREW, the Midwest floods, and the Northridge Earthquake have
also highlighted some of these problems. This is an area that we understand very
well as Titan was chartered to develop after-action reports on two of these
disasters, Hurricane ANDREW and the Northridge Earthquake. While not inclusive,
the following discussion provides a brief insight into the broader overall
disaster response problem and relates examples of the types of subjects
responders are concerned with at virtually all levels, particularly as relates
to a major disaster.
PROBLEMS IN DISASTER RESPONSE. Disaster response can vary by intensity and
extent of the disaster. The American Red Cross responds to approximately 40,000
"disasters" every year. Some of these may be declared as major emergencies or
disasters by local governments. States may declare 100-120 as major disasters;
of which the Federal Government may issue Presidential declarations for 40-50.
The Federal Government thus responds to one-tenth of one percent of the
disasters that private organizations do and half as many as States do, and half
as many as States do. The range of "disasters" can be everything from a flooded
basement to a major regional urban earthquake. Problems faced by emergency
responders will vary to type, extent, and duration of the response. Often the
problems faced in the emergency response phase have solutions in the
preparedness, recovery, and/or mitigation phases of the disaster. Exhibit 2.3-1
depicts some of the more prevalent problems, grouped into four major categories,
faced
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by local, State, and Federal responders that Titan has identified based upon our
emergency preparedness-related exercise, training, and planning support.
EXHIBIT 2.3-1. EXAMPLES OF DAMAGE RESPONSE SUBJECTS/PROBLEMS
================================================================================
COMMAND, CONTROL AND COMMUNICATIONS (C3)
- --------------------------------------------------------------------------------
Warning - Was there any? Will there be any for possible
future events? What's next?
- --------------------------------------------------------------------------------
Damage Assessment - What was lost? What remains?
- --------------------------------------------------------------------------------
Situation Assessment - What is overall assessment of ability to
recover and operate?
- --------------------------------------------------------------------------------
Communications Status - What is the status? Who can be contacted? What
can be repaired?
- --------------------------------------------------------------------------------
Lines of Responsibility - Are they clear? Who to look for help or to
provide help?
- --------------------------------------------------------------------------------
Information Management - How and who assures that the appropriate
information is received by the right source at
the right time?
- --------------------------------------------------------------------------------
INFRASTRUCTURE SUPPORT
- --------------------------------------------------------------------------------
Asset Availability - What is the condition of the electric grid,
roads, railroads, airports, radio, and
television, etc.?
- --------------------------------------------------------------------------------
Law Enforcement - Is there sufficient police to assure public
safety?
- --------------------------------------------------------------------------------
Medical - What is the condition of local hospitals and
staff?
- --------------------------------------------------------------------------------
LIFE SUPPORT
- --------------------------------------------------------------------------------
General Condition - Is there sufficient food, water, shelter,
clothing, etc? If not, where to look for
immediate relief?
- --------------------------------------------------------------------------------
Resource Availability - Are the processes and procedures for dealing
with relief organizations adequate? Are
controls required to assure that relief
assistance does not become a burden?
- --------------------------------------------------------------------------------
Locator System - Has one been established?
- --------------------------------------------------------------------------------
PUBLIC RELATIONS
- --------------------------------------------------------------------------------
Media Capability - What radio and television systems are available
to address the public? Will the networks make
time available?
- --------------------------------------------------------------------------------
Media Relations - How should the media representatives be
handled? What access, within the disaster area,
should be allowable?
- --------------------------------------------------------------------------------
General - Is there a problem with languages? Can all
areas within the disaster area receive and
understand appropriate instruction?
- --------------------------------------------------------------------------------
NOTE: The above grouping of topics was selected only as a means of illustrating
specifics under potential broader categories. Also, no implied prioritizing
should be drawn from the listings as each disaster will influence the order of
addressal.
================================================================================
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DOCUMENT PRODUCTION. In support of FAA exercise program, we have
consistently produced high quality documentation in a concise, timely, and
accurate manner. The documents included Moderator's Handbook, Group Leader's
Handbooks, Players' Handbooks, and Response Cell Handbooks. All materials were
designed to be clear, concise, and user friendly. Also included was a briefing
to the participants which defined the objectives and rules for the exercises.
One key to success in this area was full coordination with all the exercise
planners at both FAA and the regions. Coordination with the regional emergency
operations personnel proved to be critical in the pre-exercise phase. In
addition to reviewing and understanding the exercise materials, time was spent
before each exercise with the Group Leader (usually the Deputy Regional
Administrator), and the Response Cells. At the bottom line, experience has shown
that quality document development and tight coordination is essential to ensure
that support is always there for successful exercise completion.
As we have successfully performed on the current FAA support contract, we
have internalized several important lessons. We have carefully studied customer
requirements and paid close attention to comments related to our performance. We
have found it imperative that contractor support remain virtually invisible to
those being exercised. This lesson, when it is applied, helps to assure that all
actions and decisions made by the exercise group remain their responsibility.
This is key because the success of the exercise is dependent on participant
commitments -- especially in post-exercise corrective actions which take place
as a result of their own management actions.
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2.4 EXERCISE SUPPORT REQUIREMENTS
2.4.1 GENERAL
The SOW calls for assistance to the FAA in providing exercise support for
each of three exercise categories (regions only, headquarters only, combination
of headquarters and regions) under three different scenarios conditions
(National Security Emergencies, Catastrophic Natural and Technological
Disasters, Command and Control Exercises) in two operational environments
Internal Exercises, Task I, and External Exercises, Task II. While a complete
discussion of support requirements for each exercise task is contained in
Sections 2.5 and 2.6, it is the purpose of this section to address the
methodologies used in designing, developing, executing, and evaluating
exercises. We believe the description of these exercise details will help
facilitate reader understanding of more specific materials addressed in later
sections.
2.4.2 EXERCISE DESIGN
The design of an exercise requires not only knowledge of the mechanics of
putting on an exercise, but also an understanding of the emergency measures to
be executed by the FAA in response to either national security emergencies or
domestic emergencies (catastrophic natural or technological disasters). To this
end, the provision of appropriate exercise support throughout an exercise cycle
depends on constant interaction with the FAA Emergency Operations Staff
(ADA-20), operations centers managers, other appropriate officials within the
FAA's regional emergency management infrastructure, the participating Federal
D/As, and, in some cases, state and local emergency management officials.
Exhibit 2.4-1 presents a typical exercise cycle
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overview and identifies key support documentation and activities. The exercise
cycle is divided into three distinct phases: pre-exercise, exercise conduct, and
post-exercise. Each phase has its special requirements and products and,
depending on the scope of the exercise being planned, a reasonable time
limitation to complete. (Note that Exhibits 2.5-9 and 2.6-2 provide specific
examples of detailed steps which take place within each exercise phase.)
EXHIBIT 2.4-1 TYPICAL EXERCISE CYCLE
<TABLE>
<CAPTION>
POST-EXERCISE PRE-EXERCISE
PHASE PHASE
EXAMPLES OF KEY ACTIONS EXAMPLES OF DOCUMENTATION
<S> <C> <C>
EXERCISE COMPLEXITY
- - Report first impressions AND - Concept and Objectives
- - Compile data and other OPERATIONAL REALISM VARIES - Work Plan
forms of feedback - EXPLAN
- - Review and analyze data Table-Top Functional Full-Scale - Scenario
- - Develop documentation Exercise < --- > Exercise < --- > Exercise - Master Scenario Events List
- Evaluation Report (MSEL)
- After-Action Report - Objectives - Implementers
- - Input to System of - Resources Available - Players' Handbook
Lessons Learned - Scope - Control Staff Instructions
- Participation (COSIN)
- Training/Orientation Needs - Evaluation Plan
- Logistics Support (EVALPLAN)
- Administration - Evaluation Instruments
- Documentation - Orientation/Training
Materials
EXERCISE CONDUCT
PHASE
MAIN ACTIVITIES
- STARTEX
- Exercise Control
--Balance "free play"
with overall exercise
objectives
- Collect Data
- Player "Hot Wash"
- Conduct Critique(s)
- ENDEX
</TABLE>
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<PAGE>
The requirements for supporting exercises varies with complexity and
operational realism. Key factors include exercise objectives, resources
available, scope, participation, training needs, logistics, administration, and
documentation. Table-top exercises are the least complex; functional exercises
require more planning and resources; full-scale exercises are the most
comprehensive. The Titan approach to exercise design and development includes
all the elements of the exercise cycle, with the principle differences being the
level of detail provided in the documentation, the complexity of design, factors
to consider in conduct, post-exercise evaluation support, the amount of time
required to complete one exercise cycle, and the relationship of a single
exercise to a larger master plan of multiple exercises.
An overview of the Titan approach to exercise design is shown in Exhibit
2.4-2.
EXHIBIT 2.4-2 EXERCISE DESIGN APPROACH
<TABLE>
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
------------------------------------ -----------------------------
PROGRAM MANAGEMENT Exercise
Refers to all-sources in exercise |----- Work Plan/Schedule
development | -----------------------------
- Operations Plan | |
- Strategic or Master Plan (i.e., | ----------------------------- ---------------------
TEMP - Test and Evaluation Master | Concept and Objectives FAA
Plan) -----|----- Document ---------- Exercise
|- - Supporting Plans | ----------------------------- Objectives
| - Operating Procedures and | Briefing(s) ---------------------
| Checklists | -----------------------------
| - Operational Experience (Lessons | |
| Learned) | -----------------------------
| - Actual Disasters | Exercise Plan
| - Previous Exercises |----- (EXPLAN)
| ----------------------------------- -----------------------------
| |
| |
| --------------------------------------------------------------------------------------
| | | | |
| --------------------- --------------------- --------------- ---------------------
| Controller Services EVALPLAN Players' Player
| --------------------- ----------------------- Handbook Orientation/Training
| MSEL/Implementers | Data Collection --------------- Materials
| --------------------- | Forms | ---------------------
| COSIN/Response | --------------------- | |
| Cell Handbook | Questionnaire | |
| --------------------- | --------------------- | |
| | | Critique Forms | |
| | | --------------------- | |
| | | | |
| | | | |
| -------------------------------------------- --------------------------------------------
| Controller & Evaluator Training Player Orientation/Training
| -------------------------------------------- --------------------------------------------
| | |
| | |
| | |
| -------------------------------------------------------------------
| Exercise Play, Control, and Evaluation
| -------------------------------------------------------------------
| | |
| | |
| | |
| -------------------------------------------- ---------------
|-------- After-Action Report Critique
| -------------------------------------------- ---------------
| | |
| | |
| | |
| -------------------------------------------- |
| Remedial Actions |
|-------- Program ---------------------------|
--------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
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2.4.3 EXERCISE PREPARATION
Overall, our approach is characterized by rigorous referencing of all
documentation and maximum use of lessons learned and techniques from previous
exercises, real world experiences, and other training events. We will work
closely with the FAA Project Officer and designated points-of-contact to ensure
all exercise requirements are satisfied. Our approach for the development of
exercise materials is described in the following paragraphs. Importantly,
however, FAA exercise objectives represent the major input during exercise
design and preparation.
EXERCISE WORK PLAN/SCHEDULE. Immediately upon receipt of the task
assignment, we will begin development of a draft Exercise Work Plan that
provides a road map and schedule for all aspects of preparation for the
exercise. This schedule will be based on the notional task assignment planning
schedule shown in Exhibit 2.4-3, but actual tasking will provide additional
detail.
EXHIBIT 2.4-3 NOTIONAL TASK ASSIGNMENT AND PLANNING SCHEDULE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
WORK PLAN SCHEDULE
|
1995 | 1996
J F M A M J J A S O N D | J F M
- ------------------------------------------------------------------------------------------------------
PRODUCTS |
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> |<C> <C> <C>
WORK PLAN x_x
- ------------------------------------------------------------------------------------------------------
CONCEPT AND OBJECTIVES DOCUMENT x_x_X
- ------------------------------------------------------------------------------------------------------
EXPLAN __________x___X
- ------------------------------------------------------------------------------------------------------
SCENARIO/SECURITY PLAN __________________x___X
- ------------------------------------------------------------------------------------------------------
COSIN/MSEL/IMPLEMENTERS ___________x___X
- ------------------------------------------------------------------------------------------------------
CONTROLLER'S HANDBOOK _____________x___X
- ------------------------------------------------------------------------------------------------------
EVALUATION PLAN (EVALPLAN) _____________x___X
- ------------------------------------------------------------------------------------------------------
TRAINING AND EXERCISE MATERIALS _____________x___X
- ------------------------------------------------------------------------------------------------------
PLAYER TRAINING (WINDOW) ____
- ------------------------------------------------------------------------------------------------------
CONTROLLER/EVALUATOR TRAINING (WINDOW) ____
- ------------------------------------------------------------------------------------------------------
CONDUCT EXERCISE X
- ------------------------------------------------------------------------------------------------------
FIRST IMPRESSIONS REPORTS X
- ------------------------------------------------------------------------------------------------------
AFTER-ACTION/CRITIQUE REPORTS __________x___X
- ------------------------------------------------------------------------------------------------------
LEGEND: x DRAFT
X FINAL
- ------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
Within 10 days of tasking, we will submit the draft work plan to the FAA
Project Officer for review and approval. The work plan will include exercise
planning milestones of the key events shown in Exhibit 2.4-4.
EXHIBIT 2.4-4 KEY EVENTS
================================================================================
- - Schedule of exercise planning and coordination meetings
- - Designation of points of contact for all participating D/As
- - Definition of roles and responsibilities
- - Agreement on the concept and objectives for the exercise
- - Identification of players and participants
- - Selection of exercise site
- - Selection of controllers evaluators, and support staff
- - Completion dates (and coordination schedule) for exercise documentation
- Concept and Objectives document
- EXPLAN
- Scenario
- MSEL
- Implementers
- Players' Handbook
- Controller's Handbook
- EVALPLAN
- Training and exercise materials (to include "School Solution" papers
if required)
- - Definition of evaluation products (critique, reports)
- - Concept and dates for pre-exercise player and controller/evaluator
training
- - Outline of public information plan
- - Definitions of exercise site preparation and logistics
- - Schedule of completion dates (and coordination schedule) for post-exercise
reports
================================================================================
CONCEPT AND OBJECTIVES DOCUMENT. Upon approval of the work plan, we
propose a joint meeting with exercise planners from the participating entities.
To facilitate development and coordination of the document, we will employ the
following approach:
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- Based on guidance from the FAA Project Officer, we will prepare a
"strawman" draft (and briefing) for use at the initial meeting,
outlining the proposed exercise purpose, scope, objectives, and
suggested issues.
- We will then prepare a coordination draft for review.
- Based on comments received, we will prepare the documentation in
final form and submit it to the FAA Project Officer for
distribution, as appropriate.
The Concept and Objectives document will serve as the principal source for
further exercise planning and will contain information concerning: purpose,
scope, and overall objectives of the exercise; concept and procedures for
exercise play; timeframe for exercise play; time plan for conduct of the
exercise; general description of the exercise scenario; participants; procedures
for control and evaluation of the exercise; description of exercise materials;
exercise site; and administrative/logistic support concept. An essential part of
this effort is development of a Concept and Objectives briefing that will
facilitate coordination at both the national and regional levels.
EXERCISE PLAN (EXPLAN). Based on the approved Concept and Objectives
document and any additional guidance from the FAA Project Officer, Titan will
next prepare the EXPLAN, which is the principal guiding document for the conduct
of the exercise. In developing the EXPLAN we will draw on our substantial
operational experience and our extensive exercise planning experience. EXPLAN
development will typically follow the pattern described in the following steps:
- STEP 1. Review/analyze exercise and operational planning documents,
comments, after-action reports, and lessons learned from all
sources.
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<PAGE>
- STEP 2. Meet with the FAA project staff and other FAA
representatives, as available, to develop the detailed exercise
objectives and the planning assumptions that impact exercise
execution.
- STEP 3. Based on the type of scenario to be played and input from
the meetings, develop the scenario outline for the disaster or
national security emergency situation.
- STEP 4. Based on the preceding steps and the concept for exercise
play, complete a draft EXPLAN. Coordinate it with the exercise
planners. Support the FAA Project Officer in conducting an EXPLAN
coordination conference, if necessary.
- STEP 5. Incorporate comments, as appropriate, and publish the final
EXPLAN. Ensure that the process is sufficiently flexible so that it
allows for incorporation of last-minute changes (as happens
frequently).
- STEP 6. Publish changes to the final EXPLAN, if required. Should
this be necessary, assist the FAA Project Officer in distributing
the changes as expeditiously as possible.
Using the schedule developed in the work plan, the EXPLAN will provide the
most important information and assign responsibilities for each step in
planning, conducting, controlling, evaluating, and supporting the exercise.
Included in the EXPLAN will be coordinating instructions and a list of points of
contact for all participants. An example of the contents of an EXPLAN for a
full-scale exercise is shown in Exhibit 2.4-5.
Delivery of an approved EXPLAN will be followed by coordinating the tasks
set forth in the exercise planning schedule and completing the other
documentation required to support
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[LOGO] TITAN
the exercise (e.g., COSIN/controller services, MSEL, Implementers, Players'
Handbook, and EVALPLAN).
EXHIBIT 2.4-5 NOTIONAL EXPLAN OUTLINE
================================================================================
BASIC PLAN ANNEXES
---------- -------
1.0 General A. Acronyms/Abbreviations
2.0 Concept and Objectives B. Scenario Outline
3.0 Conduct and Control of the Exercise C. Levels of Participation
4.0 Exercise Evaluation D. Exercise Procedures
5.0 Planning Schedule E. Communications
6.0 Responsibilities F. Public Affairs
7.0 Communications G. EVALPLAN
8.0 Security H. Security Plan
9.0 Public Affairs Guidance I. Planning/Administrative Checklist
10.0 Administrative/Logistic Arrangements Z. Distribution
11.0 Post-Exercise Reports
12.0 Coordinating Instructions
13.0 References
================================================================================
Our approach for development of these items will involve a step-by-step
process that provides for:
- Research and analysis of available supporting data and reference
material, in line with the exercise goals and objectives
- Continuing dialogue with the FAA Project Officer and designated
points-of-contact
- Preparation of a coordination draft of each document
- Incorporation of comments and publication of a final version in
accordance with the exercise planning schedule.
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<PAGE>
EXERCISE SCENARIO. The Exercise Scenario provides all exercise
participants with a general situation overview and sets the stage for the start
of the exercise (STARTEX). The scenario is based on the situation and includes a
brief description of conditions. For example, an earthquake scenario would
include initial reports of damage that responders would be expected to have, a
chronology of significant events, response actions that will have occurred prior
to STARTEX, and the overall situation at STARTEX. A key aspect of the scenario
is that it need to be constructed in a way to logically support accomplishment
of the exercise objectives. The scenario may be published separately or
incorporated into selected documentation.
MSEL. MSEL development is based on the exercise objectives and exercise
scenario in accordance with the themes and issues to be played. The MSEL
provides a complete listing of events or actions to be injected into player
channels during the exercise. The development of this list is based on input
from FAA and any other participating exercise planners, results from previous
exercises, actual experiences, and other sources. The events are listed in
chronological sequence, based on the exact date and time the MSEL event is to be
injected into exercise play. For large, complex exercises MSEL development can
require weeks of preparation. A major part of MSEL preparation is the
consolidation of all inputs, reconciliation of any conflicts, and the creation
of additional MSEL items to satisfy exercise objectives. Development and
distribution of the MSEL should be strictly controlled, with access limited to
exercise planners, controllers, and evaluators only. Procedures should be
established to preclude exercise players and others who have no need to know
from having access to this list.
IMPLEMENTERS. Implementers are often referred to as "messages" by some
exercise design specialists. Implementers provide the means to transmit
realistically the MSEL events
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or activities to the players to stimulate or cause the players to take action or
implement planned policies or procedures. The exercise implementers are the
actual messages, memoranda, letters, news reports, FAXs, telephone calls, etc.,
that the players receive from exercise controllers based on the schedule
established by the MSEL. Implementers are developed in coordination with the FAA
and any emergency planners who assisted in the preparation of the MSEL. Our
major role will be to develop and collect all implementers, review them for
consistency and completeness, arrange them in proper sequence, and make copies,
as necessary, for multiple injection points. The implementers are injected into
play at the prescribed time and location by the exercise controllers. As with
the MSEL, access to the implementers prior to the time of injection should be
avoided. Procedures should be established to preclude exercise players and
others who have no need to know from having access to these items.
PLAYERS' HANDBOOK. The Players' Handbook provides players a guide covering
their responsibilities in the exercise and information on the rules and
procedures that govern exercise play. These data reflect the contents of the
EXPLAN and, for ease of development, will be included as an annex, along with
logistics information relative to the exercise site. The Players' Handbook will
be completed in conjunction with the EXPLAN and distributed to individuals
selected as players in the exercise. For large exercises it will be required
reading prior to exercise conduct and will be used as a reference document
during player training and during exercise play.
COSIN. The COSIN provides guidance concerning procedures and
responsibilities for personnel performing exercise control services. This
document will describe the process for introduction of the disaster situation
and the issue(s) to be addressed, facilitating and tracking
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<PAGE>
exercise progress, maintaining the MSEL and injecting implementers, answering
player questions, and documenting the results of the exercise. It also provides
useful information for evaluators and support personnel on how their activities
complement and relate to exercise control. In addition, emergency "stop action"
procedures are included should an actual operational emergency occur during the
exercise. Copies of the COSIN will be distributed to selected personnel prior to
the exercise; however, procedures should be established to preclude exercise
players and others who have no need to know from having access to this document.
EVALPLAN. The EVALPLAN describes the overall critique process to be
followed in the exercise. It provides guidelines for evaluators concerning
procedures for observing exercise play, completion of data collection forms,
administration of player evaluation sheets or questionnaires, and conduct of the
exercise critique. Data collection forms will be designed to make sure that each
exercise objective is addressed; this is also true for the design of the player
evaluation sheets. The EVALPLAN also provides formats and schedules for
completion of post-exercise reports (i.e., the First Impressions Report and the
final Exercise Critique or Evaluation Report). (NOTE: for purposes of this
discussion, the term "evaluator" is synonymous with "data collector." In larger
exercises, data collection can be so comprehensive [as in Command and Control
exercises] that data collectors are specialists and have no role in the
provision of controller or evaluation services.)
As with the Controller's Handbook, copies of the EVALPLAN will be
distributed to selected personnel prior to the exercise; however, its contents
should not be divulged to exercise players and others who have no need to know.
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PLAYER TRAINING. In many past exercises, a significant number of
participants felt the exercise would have been more beneficial if they had
received more prior training, both in their substantive emergency response
procedures and in exercise participation. Part of this training need can be met
through the use of table-tops before a headquarters or FSE exercise. However,
many feel that training immediately before the exercise, preferably at the
exercise site, is most helpful. Consequently, the development of "school
solution" papers to support table-top exercises is an option which can be used
to guide and direct personnel toward the processes, procedures, and policy
decisions they will most likely face in a higher level exercise at the
headquarters level or during the FSE. As desired by the FAA Project Officer,
Titan is prepared to develop the training materials (e.g., briefing charts,
worksheets, and "school solution" papers), and conduct player training as is
needed and appropriate. As with the recently completed exercise series, Titan
found it extremely valuable to provide orientation and training for all exercise
participants prior to STARTEX.
CONTROLLER/EVALUATOR TRAINING. Once the COSIN and EVALPLAN have been
completed, training sessions for personnel designated as controllers and
evaluators should be scheduled. Such sessions can cover: the exercise overview
briefing, including the scenario, as will be presented to the players; the
exercise objectives; the contents of the COSIN and the EVALPLAN; exercise
control and evaluation responsibilities and procedures; use of data collection
forms; and a rehearsal and walk-through of STARTEX and exercise procedures. Once
again, as desired by the FAA Project Officer, Titan is prepared to develop
training materials in any form and at any level of detail and conduct such
controller/evaluator training as is needed and appropriate.
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<PAGE>
2.4.4 EXERCISE CONDUCT
During all exercises, Titan personnel will support the Exercise Director
and the control/evaluation staff in all aspects of conducting the exercise. Our
staff members are extremely well qualified to serve either as controllers or
evaluators. We have learned from our experience that, during the conduct of an
exercise, activities generated by the MSEL and implementers do not always
progress as planned. Two conditions often develop. First, there are sometimes
lulls or periods of inactivity. Second, players may tend to drive exercise play
in unusual or unplanned directions which stray from exercise objectives. For
these occasions, exercise control personnel will have been provided "extra" or
"hip-pocket" implementers which can be injected so as to put the exercise back
on track. Implementers can also serve to make sure each player stays fully
engaged so that the exercise experience becomes meaningful and rewarding. We
will also assist in development and implementation of procedures and the
collection of message players' logs and other items generated by exercise play
for evaluation and reference. In addition, our personnel are prepared to conduct
and/or participate in an informal debrief(s) with controllers and evaluators
immediately after the exercise in order to capture feedback (observations or
perceptions) that may not otherwise link back into the planned data collection
process.
2.4.5 POST-EXERCISE ACTIVITIES
Post-exercise activities provide a means to analyze the achievement of
exercise objectives and identify areas in which corrective actions should be
taken on policies, plans, procedures, and potential system enhancements relative
to emergency operations. A time-tested approach is to
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have each participating entity submit a First Impressions Report within 30 days
after the exercise. The format for such a report includes: a description of
overall performance; results (successes, problems, and unresolved issues); and
recommendations for remedial actions and future exercises.
Based on the responses in the First Impressions and/or Critique Reports
(as well feedback from evaluator data collection forms, player questionnaires,
and analysis of exercise message traffic), we will develop a draft and final
Critique and/or Evaluation Report that organizes and categorizes the findings
and recommendations resulting from the exercise. The Critique Report is a
principal input to remedial actions. A Remedial Actions Program provides a
process to ensure that deficiencies identified during an exercise are
highlighted and action is being taken to correct them.
Both the positive and negative findings from the exercise will be fed back
into the training and planning processes to improve emergency plans, appendices,
and standard operating procedures (SOP's). Findings and lessons learned will be
documented for use in future exercises, where potential solutions to
deficiencies can be validated.
An example of an outline for a critique is shown in Exhibit 2.4-6.
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<PAGE>
Exhibit 2.4-6 After-Action Critique Outline
================================================================================
I. Executive Summary IV. Evaluation
A. General A. Overall Assessment
B. Overall Evaluation B. Evaluation of Each Objective
C. Summary Findings C. Summary of Exercise Critique
D. Analysis of Results
II. Introduction
A. Purpose V. Conclusions and Recommendations
B. Methodology and Process
C. Emergency Situation Annex A: Data Collection Summary
Annex B: Player Questionnaire Summary
III. Exercise Overview
A. Exercise Concept
B. Exercise Objectives
C. Emergency Situation
================================================================================
The Titan team is prepared to provide complete, meaningful, and
substantive exercise products and support to the FAA in this proposed effort.
Our experienced and dedicated professional staff is ready to produce the kind of
quality deserved by this vital FAA Emergency Operations Program.
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[LOGO] TITAN
2.5 TASK I - SUPPORT FOR INTERNAL FAA EXERCISES (REFERENCE SOW PARA 5.2)
The Titan technical approach to support of internal FAA exercises is based
upon: an understanding of the requirements; our comprehensive experience in
emergency operations, including the FAA, and the conduct of the full spectrum of
training and exercise activities; and our commitment to the benefits which can
be gained by the FAA in operational efficiency and effectiveness toward mission
accomplishment. The remainder of this section focuses on Task I, as illustrated
in Exhibit 2.5-1.
Exhibit 2.5-1 TASK I OVERVIEW
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
------------------------------------- -------------------------------------
SOW SOW
INTERNAL FAA EXERCISES EXTERNAL FAA EXERCISES
TRAINING AND PARA 5.2 PARA 5.3
EXERCISES - HQ ONLY TASK I - HQ ONLY TASK II
- REGIONS ONLY - REGIONS ONLY
- COMBINED HQ & REGIONS - COMBINED HQ & REGIONS
------------------------------------- -------------------------------------
| |
- - - - - - - - - - - - - - - - - -|- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
| |
| ------------------------------------------ |
| SOW |
| OTHER TECHNICAL SERVICES |
OPERATIONAL PLANNING | PARA 5.4 |
|---- - OPERATIONS PLANS TASK III ----|
| - ASSOCIATED APPENDICES |
| - SOPs |
| ------------------------------------------ |
| |
- - - - - - - - - - - - - - - - - -|- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
| |
| ------------------------------------------ |
| - EXERCISE COORDINATION MEETINGS |
EXERCISE COORDINATION | - EXERCISE DOCUMENT REVIEWS |
AND INTERFACE PROCESS |---- - DOT ----|
| - FEMA |
| - OTHER D/As |
| ------------------------------------------ |
| |
- - - - - - - - - - - - - - - - - -|- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
| |
| ------------------------------------------ |
| SOW |
| ACTIVITY REPORTS |
PROGRAM OVERSIGHT | PARA 4. |
AND CONTROL |---- - WORK PLAN ACTIVITY ----|
- WEEKLY COTR STATUS MEETINGS REPORTS
- MONTHLY LETTER REPORTS
------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
2.5.1 UNDERSTANDING
Task I calls for capabilities which provide the overall FAA Emergency
Operations Program with a full range of options for conducting internal
exercises. Such exercises are needed to enhance individual expertise and to
provide for team building and experience in the CRSGs and CRWGs at FAA, the
regions, and if directed, the Aeronautical and Technical Centers.
Task I is comprehensive; it requires exercise capability in an
"all-hazards" environment. Supporting technical services need to be rooted in
recent and relevant experience which clearly shows: 1) a clear understanding of
FAA Order 1900.1E and its role as the basic reference for Task I; 2) a record of
success in developing and conducting a wide variety of exercises; 3) a broad
base of experience in the interagency (e.g., FEMA, Military) arena so support to
internal exercises is done with an understanding of the nature and content of
support provided by outside agencies; and 4) the capacity to research and
document special subjects which will be required to underwrite future exercise
design and conduct.
Task I technical support has its focus on nine primary elements identified
in the SOW. Those elements are shown in Exhibit 2.5-2. Note that the elements of
Task I all translate into actions, considerations, and commitments which take
place at various times in the exercise cycle. The exercise emergency operations
environment is created by scenario development and supported by controller
services; the participants are challenged to seek information and make
assessments.
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[LOGO] TITAN
EXHIBIT 2.5-2 TASK I - TABLE-TOP TO INTERACTIVE FULL-SCALE EXERCISES
<TABLE>
<CAPTION>
==================================================================================================
Internal Exercise Participants
Scenarios to ----------------------------------------------------------------------
Consist of Headquarters Combination
Simulations: Regions Only Only (Hq and Regions)
==================================================================================================
<S> <C> <C> <C>
National Security TASK I ELEMENTS
Emergencies (APPLICABLE TO ANY EXERCISE)
- Scenario Development
Catastrophic Natural and - Message Preparation
Technological Disasters - Controller Services
- Logistics Support
- MSEL Preparation
Command and Control - Accumulation and Presentation of Critique Comments
Exercises - Statements of Lessons Learned
- Preparation of Pre-Exercise Participant Information Hand-outs
- Preparation of "School Solution" Papers (for Prescribed Exercises)
==================================================================================================
</TABLE>
In a table-top exercise, the information provided to the CMC would come
from controller services (e.g., Response Cell) simulating all entities beyond
the scope of the participants. In an interactive full-scale exercise,
information coming to the CMC would come mainly from active play by the FAA
infrastructure (e.g., subordinate and/or supporting organizational elements) and
other response organizations, such as state and local governments. In addition,
the information flow could come over operational communications systems selected
for testing in the exercise. In a large command and control exercise, technical
complexity for exercise support can be high, as FAA leadership seeks to validate
capability in an overall mission-oriented simulation.
Important aspects of each of the nine Task I elements are summarized in
Exhibit 2.5-3. Each element is discussed further in subsequent paragraphs in the
same sequence as it provided in the SOW.
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EXHIBIT 2.5-3 TASK I ELEMENTS
================================================================================
ELEMENTS IMPORTANT ASPECTS
================================================================================
1. Scenario Development This action must support FAA leadership by
supporting exercise objectives.
- --------------------------------------------------------------------------------
2. Message Preparation This action requires developing information
inputs (messages, FAXs, telephone calls,
media reports, etc.) which amplify the
scenario and support the flow of the
exercise.
- --------------------------------------------------------------------------------
3. Controller Services People must be handpicked because their
informed actions determine the degree to
which exercise objectives are achieved.
- --------------------------------------------------------------------------------
4. Logistics Support This element embraces everything from paper
clips to supporting White House visitors.
Success in logistics support comes from
flawless coordination, anticipation of needs
drawn from a base of seasoned experience,
and a team who understands the importance of
hard work.
- --------------------------------------------------------------------------------
5. Master Scenario Events List Careful attention is needed because the kind
(MSEL) Preparation of situations presented to the players needs
to be credible and relevant.
- --------------------------------------------------------------------------------
6. Accumulation and Presentation Feedback is the lifeline which closes the
of Critique Comments communications loop between people; it may
be written or take other forms, but it is
key to the question: "How are we doing?"
- --------------------------------------------------------------------------------
7. Statements of Lessons Learned Succinct statements relevant to real world
operational or previous exercise experience
(and the link to changes to be accomplished
in the future) are the "jewels" of the
exercise world.
- --------------------------------------------------------------------------------
8. Preparation of Pre-Exercise This includes a Players' Handbook which
Participant Information provides an overview of the exercise to
Hand-Outs include objectives, time, direction,
location, scenario, etc.
- --------------------------------------------------------------------------------
9. Preparation of "School These papers are basically issue papers
Solution" Papers for Prescribed which provide to the participants background
Exercises on issues which may have some relevancy
during the conduct of the exercise.
================================================================================
2.5.1.1 SCENARIO DEVELOPMENT. The pre-exercise phase is crucial to exercise
success, and scenario development is a key element of the early planning
process. Scenario materials define the substantive situations that senior
decision makers and their advisory staffs deal with during the course of
exercise activity. These materials often include separate documentation in large
exercises. For example, a Key Themes document may support early design
decisions; a Subordinate Themes document may provide particular exercise issues
selected to emphasize play in certain functional areas; a MSEL presents
mainstream challenges to players and describes
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timing and other aspects of implementation; the implementers or the messages, as
discussed next in subsection 2.5.1.2, expand the MSEL items and contain
detailed, relevant, and plausible scenario information; Player Files will often
be developed to contain exercise materials that are designed to bring emergency
operations exercise players up-to-date on significant events; Time Compression
Briefs may be needed, depending upon the design of a specific exercise (needed
when exercise events skip forward in time to describe to the players those
events that occurred during the skipped period). The Scenario itself provides
information on the pre-exercise period (Background Scenario), as well as the
material for the exercise play (Exercise Scenario). It is designed to introduce
the substantive situation and stimulate exercise play related to the chosen
themes as they link to exercise objectives.
The Scenario portrays a hypothetical crisis situation which is intended
to: create the operational conditions appropriate to the mission; develop
situations that involve the senior players in the assessment and decision
process; develop complementary situations that keep all substantive players
active in the exercise; provide sufficient information (that would be plausibly
available) to allow exercise players to do their jobs.
The most important aspect of scenario development is that it needs to
support FAA leadership by keeping a focus on the exercise objectives. To
accomplish this, scenario development must be a cooperative effort among all
planners. As examples of the scenarios developed for the first series of
exercises, Titan, in coordination with ADA-20 and the operations centers
managers, developed four hurricane scenarios, four earthquake scenarios, and one
technological disaster scenario (see Exhibit 2.1-1). In all cases the scenarios
provided the players with plausible situations to which they had to react.
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2.5.1.2 MESSAGE PREPARATION. Message preparation is that element of Task I which
refers to the category of support which many exercise specialists refer to as
"implementers" (reference Section 2.4.3). While the MSEL is the planning bridge
between overall objectives and the creation of implementers, implementers
provide the bridge between planning and execution. The challenge to exercise
sponsors is to enhance realism and minimize artificialities, and it is for this
reason that message preparation is so important. The messages are what exercise
players see and react to directly.
Messages are the exercise implementers, and they take many forms (e.g.,
actual messages, memoranda, letters, facsimiles, news reports, memos of
telephone calls, computer data outputs of many types, and even information
received via words shown on beeper screens). Message preparation must be
accomplished in coordination with the FAA and any exercise planners who also
assist in the preparation of the MSEL. When a complete set of exercise messages
has been produced, quality control of each is time well spent to ensure realism,
consistency, completeness, and proper sequencing by those performing controller
services. Part of the message preparation process is the orientation/training of
controllers to ensure they understand their role in the injection of messages at
precisely the right time and to the right location during exercise conduct.
Administrative support (e.g., reproduction, controlled distribution) is a
substantial, concluding facet of message preparation.
Exhibit 2.5-4 shows actual implementer messages which were used in the FAA
New England Region (ANE) exercise conducted by the Titan team on 24 and 25 May
1994. Note that one implementer was extracted from the documentation to show an
example of background
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information provided at STARTEX. The second implementer illustrates how, two
days later, damage assessment and status reporting are beginning to come in to
the CMC.
EXHIBIT 2.5-4 ACTUAL IMPLEMENTER MESSAGES
[CHART]
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2.5.1.3 CONTROLLER SERVICES. Exercise control, and the controller services
employed to accomplish that control, seeks to ensure that the exercise stays
within certain bounds and that the exercise objectives are addressed. To serve
this purpose, a set of Control Staff Instructions (COSINs), supplemented by
training of controller and Response Cell personnel, provide the planned
arrangements for controlling and managing the exercise. When the individuals
providing controller services are experienced, they work as a team to move the
exercise (substance and timing) on the right path and pace to achieve designed
objectives. Exercise control functions fall into three general categories:
exercise administration; command and control oversight; and scenario management.
A summary of exercise control functions is provided in Exhibit 2.5-5.
EXHIBIT 2.5-5 EXERCISE CONTROL FUNCTIONS
================================================================================
FUNCTIONS SCOPE OF ACTIVITIES TO SUPPORT FUNCTION
================================================================================
Exercise Administration Includes administrative, security,
transportation, liaison, protocol, and
related activities performed by controllers
to ensure that the exercise runs smoothly
and effectively.
- --------------------------------------------------------------------------------
Command and Control Oversight Includes the collection, preliminary
analysis, and reporting of overall system
performance information. It also involves
activities related to sustaining the
operation of the system hardware and
software used during the exercise.
- --------------------------------------------------------------------------------
Scenario Management Refers to all activities undertaken by
controllers to stimulate substantive
exercise play along lines that support FAA
leadership exercise objectives.
================================================================================
A table-top exercise may require only a few controllers (e.g., a 6-8
person Response Cell), and some of the controllers may perform more than one
role (e.g., also be a moderator, or keep a link from the regional Response Cell
to the ADA-20 team of FAA staff elements acting as a Headquarters CMC). Large
exercises, such as multi-regional undertakings, require
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considerably more people. In a comprehensive, mission-validation-type exercise,
several dozen well-trained people would be needed. For example, large exercises
require a network of controller personnel who would function in multiple
locations, including the field, and would report frequently to a centralized
operation under a Chief Exercise Director and Chief Exercise Controller (who
would, in turn, be supported by a control staff). Controller services are
tailored to the exercise objectives, and the resources required vary
accordingly. For example, command and control exercises typically pass through
distinct phases (e.g., activation, field preparation activities, communications
test, exercise play, and deactivation). Controller services would change with
each phase, within each exercise.
Most important in the provision of controller services is the wisdom of
experience which states: Handpick controllers carefully; do it early; involve
them in all aspects of exercise planning; mold them all into a team; and
understand that their actions will determine the degree to which exercise
objectives are achieved.
2.5.1.4 LOGISTICS SUPPORT. Logistics support refers to a broad array of
requirements and capabilities needed to support the exercise. It includes
transportation, exercise facilities, command and control operations and
maintenance, food, lodging, spare parts resupply, and any other activity to
enhance opportunities for success.
For large exercises, the Exercise Concept and the Exercise Support Plan
outline and detail required logistics support. For example, video support might
be planned to assist in post-exercise activity by recording CMC deliberations to
help provide better understanding of the processes undertaken by the players.
Logistics support might also call for use of the new CD-
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ROM off-the-shelf capabilities. One of the challenging aspects of exercises is
to minimize artificial aspects which can alter the enthusiasm for or credibility
of the overall experience. Operational realism is always a design objective
where resources permit. Today's multi-media capabilities can contribute
significantly to enhancing exercise simulations and create a greater sense of
operational realism. Logistics support also includes the provision of
information/orientation activities for participants. Traditionally, these
activities have been conducted by briefings and by display areas for visitors
and participants. Again, the CD-ROM, multi-media technology provides real
opportunities to upgrade the impact on and effectiveness of such orientations.
Logistics support is "the glue which binds the pieces" for exercises. It
includes all supply aspects, from paper clips and masking tape to color copiers
and computers. Logistics can be the factor that helps move an exercise into the
category of "world class." Exhibit 2.5-6 provides a set of considerations as an
example of the scope of factors which determine overall logistics support.
Note that exercise objectives come first; considerations relative to
participants is next; the characteristics of the exercise follow, and then a
long list of other factors blends into an overall logistics support picture. The
main message is that logistics support is comprehensive. Planning must be done
early, and Exhibit 2.5-6 provides examples of what should appear in the
substance of an early planning document, the EXPLAN. (See also previous
discussion in Section 2.4.)
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EXHIBIT 2.5-6 LOGISTICS SUPPORT FACTORS
===============================================================
- Detailed Exercise Objectives
- Participants (players, controllers, observers, VIPs, etc.)
- Exercise Phases (especially communications exercises)
- Exercise Play Configurations
- Exercise Locations
- Simulations and Constraints
- Player Communications Requirements
- Organizational Responsibilities
- General Guidance on Player Transportation
- Exercise Administration Overview
- Security Overview
- Control Overview
- Primary Exercise Planners
- Participant Preparation Overview
===============================================================
More logistics support detail follows in a later planning document, the
Support Plan. It identifies the specifics and defines tasks to be accomplished.
Exhibit 2.5-7 provides examples of what would appear in a Support Plan.
Exhibit 2.5-7 EXAMPLES OF LOGISTICS SUPPORT DETAILS
=======================================================================
- Administrative Support Organization; Staffing Requirements/Sources
- Administrative Functions/Responsibilities
- Administrative Equipment and Supplies
- Audio-Visual Aids (e.g., charts, multi-media, other)
- Standard Operating Procedures
- Billeting, Messing, and Recreational Facilities/Supplies
- Medical Services Availability/Provisions for Handicapped
- Security Clearance Requirements, as needed
- Access Rosters and Badging, if needed
- Special Provision for Retention of Exercise Materials
- Central Locator File of All Participants (important for long
exercises with several shifts)
- Orientation Briefings and Emergency Instructions
- Visitors and Observers
- Transportation Resources and Arrangements
- Personnel Emergencies
- Pre-positioning Player, Controller, Evaluator, and Data Collector
Materials
- Controller Management and Implementation Requirements
=======================================================================
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Note that this phase of logistics support represents a level of commitment
where names are provided, space is committed, schedules are prepared, and
resources are invested. If a contractual/vendor service is needed, the contract
needs to now be in place. The final quality control action is one of constant
vigilance to search out what might have been overlooked.
Importantly, logistics support is in the hands of many people. For
example, as mentioned earlier, controller services will include aspects of
exercise administration to ensure that the exercise runs smoothly and securely
(e.g., protocol, transportation, liaison, and security). Logistics support
planning must be the model of complete coordination; it must place exercise
objectives, safety, and security at the top of the priority list.
2.5.1.5 MASTER SCENARIO EVENTS LIST (MSEL) PREPARATION. This is the list which
contains the events descriptions that collectively present the subjects or
themes in the exercise which challenge and engage the players. The MSEL is in
consonance with the scenario and supports the exercise objectives. The MSEL
events provide a framework for planned activities and they focus the direction
of the exercise. Each event description includes an event number, a date-time
group for corresponding implementers (to be injected by exercise controllers),
and the source of the event, along with a brief narrative description of the
event itself. The implementers (previously discussed) expand the MSEL and
contain detailed, relevant, and plausible scenario information. There is at
least one implementer for each MSEL event. Implementers take the form of
messages, e.g., electrical, hard copy, telephone, text beeper displays, and any
other form of communication. Most implementers will originate from outside the
FAA or within the infrastructure (generally represented by a Response Cell or
other members of the Controller support team). In some cases, such as simulated
media releases, the
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design may have the implementer go to senior exercise decision makers directly.
Depending on the design of a specific exercise, MSEL support could require a
full suite of supporting documents, such as a Time Compression Brief, discussed
earlier under the first Task I element--scenario development.
Most important in MSEL preparation is careful attention by experienced
exercise managers to ensure that the exercise design stimulates dynamics which
stay within the bounds of the objectives set by FAA leadership, and that
problems presented to players are credible, relevant, and timely.
2.5.1.6 ACCUMULATION AND PRESENTATION OF CRITIQUE COMMENTS. Feedback on the
conduct and substance of an exercise is an essential ingredient for the planning
of future activities and the critiques serve as one indicator of the degree to
which exercise objectives were achieved. Gathering critique comments is a major
component of exercise planning and implementation. IN THE PRE-EXERCISE PHASE, a
concept needs to be in place which commits to the provision of opportunities for
exercise participants to give their observations and judgments about all facets
of the activity. In a large exercise (one which involves many locations,
organizations, technical specialists, communications systems, and logistics
support), the successful accumulation of constructive feedback from the wide
variety of participants requires that a systematic observation/recording plan be
established. Training people to follow the plan is key to implementation. DURING
THE EXERCISE CONDUCT PHASE, the exercise control structure has proven to be the
most productive vehicle for gathering critique information. The control
structure exists throughout the exercise; it covers all locations; it includes
many Controllers who have multiple roles; and it often has a dedicated
communications capability. The pre-exercise data-gathering
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plan might have called for frequent, periodic reporting by Controllers; it might
have required that technicians enter comments on pre-formatted critique forms;
it may have called for video taping of key player deliberations and discussions.
Such planned actions must be taken as intended.
The most efficient accumulation and presentation of critique comments can
be accomplished in table-top exercises because most participants are together in
one area. For example, in the FAA 1992-1994 regional exercise series, a "hot
wash" or feedback period was conducted every two or three hours (for each time
segment played), and a final "hot wash" was conducted at exercise conclusion.
The "hot wash" consisted of a pause in exercise play, during which the Crisis
Response Steering/Working Group leader assembled all exercise participants
(including the Response Cell personnel). The period was dedicated to the
question: "How have we done in the last several hours?" Typically, the ensuing
discussions have proven valuable. They clarify problem areas, provide a chance
for policy or issue education, result in quality training, and set the stage for
lessons learned and follow-on fix actions. The final wrap-up "hot wash" in those
regional exercises has usually included FAA Headquarters via teleconferencing on
a speaker phone into the regional CMC. In the discussions, the substance is the
same: "How did we do? How can we do better? Did we provide the help that was
needed? How can we improve the SITREP? Can the exercise design and conduct be
improved?" In these "hot wash" discussions, the region and the headquarters are
in direct conversation; the experience is fresh in everyone's mind, and the
process conveys an atmosphere in which participants know they can be heard and
make inputs for the future.
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IN THE POST-EXERCISE PHASE, critique information needs to come together
for after-action efforts, to include the systematic creation of lessons learned.
In a complex exercise, the critique process output should benefit from an
all-source feedback loop which might include volumes of written reports and
critique forms, and subsequent interviews and meetings. Traditionally, the
process feeds into an overall evaluation process with data reduction, analysis,
and a final report. In the table-top regional exercises of 1992-1994, a
post-exercise critique sheet was prepared for distribution to all participants
immediately following the final "hot wash." The written critique comments, when
included in after-action documentation for each regional exercise, served to
reinforce verbal comments made for "all ears" during teleconferencing and other
"hot washes." The critique sheets were provided to the region for its own record
and also provided to FAA for building its own lessons learned database. Several
times during the 1992-1994 exercise series, a composite critique summary was
prepared to establish a big picture view of the exercises. The overwhelming
message in the critiques has been: "We need more emergency operations
exercises."
2.5.1.7 STATEMENTS OF LESSONS LEARNED. Lessons Learned come from two main
sources: operational experience and exercise experience. Lessons Learned,
therefore, are both inputs to the planning process, and they are outputs from
new experiences with impact on subsequent operational and exercise activity.
Traditionally exercise lessons learned are in four categories: planning,
control, personnel preparation; and evaluation (or after-action). Examples of
statements of lessons learned relevant to planning might include: allow six
months to develop a scenario to support a complex command and control exercise;
for headquarters-sponsored exercises, bring regional planners into the scenario
development as early as possible so as to cast
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the design to include their objectives; for all exercises: agree on the concept
for Controller Services (and who the people will be) as soon as possible.
Examples of statements of lessons learned for CONTROL might include:
individuals who provide controller services require authority (by personal
presence or by plan) to make the right things happen. The desired path and pace
of exercise activity is the output of controller activity and success is
determined by balancing objectives between the creativity of "free play" and
systematic planning via "scripted play"; in the 1992-1994 FAA regional
exercises, the Response Cell support consistently demonstrated the wisdom of
recruiting "the best" FAA people in that supporting role -- many deserved
"Oscars" for their performance.
Examples of lessons learned statements on PERSONNEL PREPARATION might
include: exercise controllers are so important to success that they must be
handpicked and thoroughly trained; in the 1992-1994 FAA Headquarters regional
exercise series, the orientation and training sessions with the FAA Response
Cell and the individual regional Response Cells proved to be a key to the
successes; also in those exercises, the pre-exercise meetings with the Regional
Administrator (or senior person to chair the Crisis Response Steering Group)
before each exercise proved to be extremely important in establishing the
teamwork needed for effective performance during conduct of the exercise.
Examples of lessons learned statements about EVALUATION OR AFTER-ACTION
are: gaining insights into command and control exercises involves much more than
an evaluation via a numerical determination of reliability, availability, and
maintainability of the various equipments and facilities; real value added
requires the assessment of larger functions which link to mission
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accomplishment from a senior leadership point of view; it was a wise decision
when the FAA emergency operations exercises in 1992-1994 were planned around the
frequent "hot wash" periods in which all participants could speak and hear each
other directly, so that learning, team-building, and commitments to required
"fix actions" would be out in the open, and so the critique process would not be
tied to grading individual performance. ASO, AWP, and ASW were first in the
series of nine exercises, and as the collective FAA exercise learning curve
matured, feedback was enhanced as the reputation of the exercise Team was shaped
by the realization that their focus was more on learning and less on evaluation.
Most important in creating or thinking about lessons learned is the fact
that lessons learned (individually or collectively) are the jewels of the
exercise planners world, and they are potential jewels for FAA leadership
because they contribute to refinements and fixes in the real world. One Regional
Administrator knew this well in advance of the exercise team arrival, He took
his own actions to preserve every detail of the two-day exercise. The Regional
Administrator had planned ahead and assigned two people to "keep a record;" he
placed them on opposite ends of the CMC. He has since told the Titan Project
Manager that it was one of the smartest things he did because those notes were
consolidated and became the basis for a series of action items he has since
assigned to the staff.
2.5.1.8 PREPARATION OF PRE-EXERCISE PARTICIPANT INFORMATION HAND-OUTS. Titan
recognizes the importance of ensuring that the participants for each exercise
are informed about all the critical elements of the exercise conduct. While much
of this information is contained in planning documentation, experience with the
recently completed series of regional table-top exercises indicates that a
specifically focused and user-friendly set of handbooks is of most value
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to the participants. The purpose is to provide exercise participants with a
reference source to help in understanding the exercise mechanics and their
specific responsibilities. The length and detail of each handbook will vary
depending upon the complexity of the exercise. For the table-top exercises, the
Players' Handbook has been developed to include the following subjects:
background, references, points of contact, purpose of exercise, exercise concept
and objectives, assumptions, simulations, and constraints, background scenario,
exercise conduct, exercise schedule, and exercise communications. A Group
Leader's Discussion Guide is also a document which has proven useful. During the
regional table-top exercises, the Group Leader (Regional Administrator or
designee) was more of a "trusted agent." While she/he would not know as much as
the Controller/Response Cell personnel, this individual needed to know more
information than the other participants. The Discussion Guide provided the
needed information. The value in this is that the handbook allowed the Group
Leader to share in what was planned so he/she would be able to provide guidance
and course corrections during the exercise. The Response Cell also needs its own
set of specific information. In a full scale exercise, most relevant controller
information would be contained in the COSIN. For ease of assimilation, we
developed a Response Cell Handbook which provided a document specifically
focused to the requirements of and responsibilities of these personnel. Although
not currently required as part of the regional table-top series of exercises, a
Data Collectors/Evaluators Handbook, based upon the EVALPLAN, would also be of
value to selective personnel.
Finally, Titan has found that the development and presentation of
orientation and background briefings to all participants is valuable. From our
experiences in other exercises, including full scale exercises, these briefings
can provide an efficient way for all participants to be "brought up to speed"
prior to the exercise.
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2.5.1.9 PREPARATION OF "SCHOOL SOLUTION"" PAPERS FOR PRESCRIBED EXERCISES. While
there are no true "school solutions" to most exercises, there are specific
issues which lend themselves to further amplification and can be addressed as
"school solution" issue papers prepared for all participants as part of the
exercise preparation. The concept behind the development of these papers is to
address issues that might come up during the exercise but which would become a
more vital element of exercise play if the participants better understand the
background and content in which these issues were to be played. Examples of
these "school solution" issue papers are:
- Interrelationship between the FAA Emergency Operations Program and
the FRP
- The role and responsibilities of the RETCO and RETREP
- Procedures for requesting airlift to support FAA requirements
- Overview of the family of governmental response plans
- Overview of the Air Traffic Service Cell (ATSC)
- Overview of FAA communications capability.
Titan understands the valuable role that such issue papers can serve and,
with our collective experience in the overall emergency management community and
our experience in supporting most of the Federal D/As, we are ready to assist
ADA-20 and the FAA Emergency Operations Program in developing these papers.
2.5.1.10 SUMMARY: TASK I ELEMENTS. Exhibit 2.5-8 shows Task I SOW elements in
relationship to the three exercise phases. The exhibit portrays when actions are
taken and when the impact is made by each element. For example, the influence of
logistics support and controller services is seen during every phase of the
exercise. The same is true for statements
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of Lessons Learned. For example, lessons learned prior to exercise planning
impact the design; lessons learned during the exercise might result in immediate
fix actions (such as altering work area, space, and location, or adding people
to the CMC team). Lessons obtained from the overall exercise go into final
reporting and will impact future operational and exercise planning.
The creation of individual exercises (or the planning of an exercise
series) requires an understanding of the SOW-specified elements/components, and
the relationship of those parts to the total picture. With understanding comes
opportunities for exercise successes, which translate to improved FAA emergency
operations.
EXHIBIT 2.5-8 TASK I ELEMENTS
<TABLE>
<CAPTION>
======================================================================================
EXERCISE PHASES
-----------------------------------------------
TASK I SOW ELEMENTS PRE-EXERCISE EXERCISE CONDUCT POST-EXERCISE
======================================================================================
<S> <C> <C> <C>
Scenario Development A I I
- --------------------------------------------------------------------------------------
Message Preparation A A/I I
- --------------------------------------------------------------------------------------
Controller Services A/I A/I A/I
- --------------------------------------------------------------------------------------
Logistics Support A/I A/I A/I
- --------------------------------------------------------------------------------------
MSEL Preparation A I I
- --------------------------------------------------------------------------------------
Accumulation and Presentation of A A A/I
Critique Comments
- --------------------------------------------------------------------------------------
Statements of Lessons Learned A/I A/I A/I
- --------------------------------------------------------------------------------------
Preparation of Pre-Exercise Participant A I I
Information Hand-Outs
- --------------------------------------------------------------------------------------
Preparation of "School Solution" Papers A I A
for Prescribed Exercises
- --------------------------------------------------------------------------------------
LEGEND:
A = Exercise phase in which Action is taken
I = Exercise phase in which Impact occurs
A/I = Exercise phase containing both Action and Impact in same phase
======================================================================================
</TABLE>
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2.5.2 APPROACH
Titan's approach to the implementation of Task I is described in this
section. The overarching view taken is that all exercises (from table-top to
full-scale exercises) have universal elements. Some of these elements are
highlighted in the SOW and were discussed in Section 2.5.1. Other elements,
factors and considerations were discussed earlier in Section 2.4.
In our approach, all exercise tasking will pass through a thought process
(a nine-step exercise design template) to help make inputs to planning and
implementation decisions. The steps in the design template, shown in Exhibit
2.5-9, are in three phases: pre-exercise, exercise conduct, and post-exercise.
The steps will be followed in each of the types of exercises: regional only
exercises (Section 2.5.2.1); headquarters only exercises (Section 2.5.2.2); and
combined region and headquarters exercises (Section 2.5.2.3). Each step flows
sequentially to the next higher step. For example. Step 3 is the output of the
pre-exercise phase, but it also is an input condition needed for Step 4 in the
exercise phase. In turn, Step 9 is an output of the post-exercise phase, but is
critical as an input to a future Step 1.
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EXHIBIT 2.5-9 TITAN'S NINE-STEP EXERCISE DESIGN TEMPLATE
================================================================================
PHASE STEPS DESCRIPTION OF STEPS
================================================================================
Pre- 1. Set Objectives Decisions on exercise goals and objectives
Exercise include links to the mission and senior
leadership responsibilities; lessons learned
from real-world operational experience and
previous exercises; and considerations
relative to multiple exercises (e.g., a
Master Plan).
--------------------------------------------------------------------
2. Make Decisions and commitments made about
Preparations participants, facilities, logistic support,
administration, player and controller
training, and document coordination
processes.
--------------------------------------------------------------------
3. Provide Documents include Exercise Work Plan,
Documentation Concept and Objectives. EXPLAN, COMMEX Plan,
Scenario, MSEL, implementers, Players'
Handbook, COSIN, EVALPLAN, evaluation
instruments, and training materials (e.g.,
tailored to specific participants, VIP
orientation materials, "school solution"
papers, multi-media).
- --------------------------------------------------------------------------------
Exercise 4. Accomplish Final Before STARTEX, management uses time to
Conduct Quality Control focus on most critical factors and to fix
Checks areas which are possible weak spots.
--------------------------------------------------------------------
5. Conduct the An exercise consists of: STARTEX; exercise
Exercise control; scenario monitoring; collection of
a record of activity (to include technical
and/or electronic data where applicable);
collection of feedback through
questionnaires, critiques, and "hot washes";
and ENDEX.
--------------------------------------------------------------------
6. Provide a Record Records include a record of activities, data
collection products, and feedback from all
sources possible.
- --------------------------------------------------------------------------------
Post- 7. Receive Maximize feedback from all sources, planned
Exercise Feedback and extemporaneous.
--------------------------------------------------------------------
8. Conduct Examine critique or first impressions
Research and reports and compiled data; conduct
Analysis conferences or interviews; document and
coordinate lessons learned, Evaluation
Report, and After-Action Report.
--------------------------------------------------------------------
9. Provide Input to Conduct briefings; establish who receives
the Future results; discuss impact on planning; publish
lessons learned, Evaluation Report and
After-Action Report.
================================================================================
2.5.2.1 REGIONAL ONLY EXERCISES. While the nine FAA regional exercises conducted
between 1992 and 1994 were table-top exercises (with actions bounded by
information flow between CMCs and Response Cells), regional exercises could be
tasked calling for highly interactive participation in a large infrastructure
(e.g., field personnel and supporting vendors on contract), with information
flow between hundreds or thousands of FAA personnel. Given a specific
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tasking for one or more regional only exercises, the approach taken would follow
the nine steps shown in Exhibit 2.5-9.
For the first year deliverables of Task I (SOW para 6.1), five regional
table-top exercises will be accomplished, with outside agencies simulated by a
Response Cell.
The pre-exercise phase will follow the three steps shown in Exhibit
2.5-10.
EXHIBIT 2.5-10 STEPS IN PRE-EXERCISE PHASE
- --------------------------------------------------------------------------------
STEP 1 STEP 2 STEP 3
---------------- ---------------- ----------------
SET MAKE PROVIDE
OBJECTIVES PREPARATIONS DOCUMENTATION
---------------- ---------------- ----------------
- --------------------------------------------------------------------------------
In Step 1, objectives will be determined through meetings and coordination
with the FAA Project Officer and others as directed. Objectives will reflect
emergency operations mission and priorities; it will also reflect lessons
learned from experience in actual operations and previous exercises. At this
point, a focus on the critical emergency functions to be addressed is a priority
factor.
Step 2 is a process of preparation and will take place to define concepts
and make commitments relative to participation, locations, key issues, plans,
procedures, and appropriate documentation. The five regional table-top exercises
in the first year of Task I (SOW para 6.1)
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will start with development of a planning paper which will be provided to the
region planning team through the FAA Project Officer. Proposed documentation
will include: Moderator's Handbook, Moderator's Briefing Materials, Group
Leader's Handbook, Players' Handbook, Response Cell Handbook, Critique Forms,
and materials for After-Action Report. The contents of these documents is
summarized in Exhibit 2.5-11.
EXHIBIT 2.5-11 TABLE-TOP DOCUMENTATION
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Moderator's Moderator's Group Leader's Response Cell Players' After-Action
Contents Handbook Briefing Handbook Handbook Handbook Report Materials
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Concept, Objectives - - - - - o
- -----------------------------------------------------------------------------------------------------------------------------
Logistics Support
- - Administration Support - - - - -
-----------------------------------------------------------------------------------------
- - Schedule - - - - -
-----------------------------------------------------------------------------------------
- - Communications - - - - -
- -----------------------------------------------------------------------------------------------------------------------------
Full Scenario - -
- -----------------------------------------------------------------------------------------------------------------------------
Scenario Summary - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------
MSEL - -
- -----------------------------------------------------------------------------------------------------------------------------
Implementers (Messages) - -
- -----------------------------------------------------------------------------------------------------------------------------
Controller Services (COSIN) -
- -----------------------------------------------------------------------------------------------------------------------------
Orientation/Training Materials
- - Teaching Points - - - -
-----------------------------------------------------------------------------------------
- - School Solutions - - -
-----------------------------------------------------------------------------------------
- - VIP Briefings - -
-----------------------------------------------------------------------------------------
- - Special Topic Briefs - -
- -----------------------------------------------------------------------------------------------------------------------------
After-Action Materials
- - Critique Forms - - -
-----------------------------------------------------------------------------------------
- - Questionnaires - - -
-----------------------------------------------------------------------------------------
- - Lessons Learned Forms - - -
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
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Step 3 will produce the full set of documentation and provide each
participant with those consistent with the exercise role they will play.
Participants providing controller services will have all documents available and
will receive orientation and training as well. The group leader (Regional
Administrator) will receive a Group Leader's Handbook in advance and will
receive an orientation before STARTEX. Players will receive information to
provide an overall orientation of exercise conduct.
The exercise conduct phase (Exhibit 2.5-12) starts as players and Response
Cell personnel assemble just prior to STARTEX. Step 4 will focus everyone's
attention on the exercise, provide introductory remarks, and correct immediate
support problems or voids that are known at the last minute.
EXHIBIT 2.5-12 STEPS IN EXERCISE CONDUCT PHASE
- --------------------------------------------------------------------------------
STEP 4 STEP 5 STEP 6
---------------- ---------------- ----------------
ACCOMPLISH CONDUCT PROVIDE
FINAL QUALITY THE EXERCISE A RECORD
CONTROL CHECKS
---------------- ---------------- ----------------
- --------------------------------------------------------------------------------
Step 5 begins with STARTEX and takes place over a two-day period of
approximately 10-12 hours of exercise play. The moderator will provide
situations to the region Crisis Response Group (CRG); the Response Cell will
input implementers; FAA Headquarters support
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team under ADA-20 leadership will teleconference with the CRG to review status
and discuss SITREP reporting effectiveness; designated controllers will gather
data for after-action reporting; and the group leader will conduct a series of
"hot wash" feedback sessions to include a final exercise wrap-up as part of the
ENDEX process. Designated controllers will provide periodic updates and
impressions to ADA-20 throughout the conduct of the exercise.
In Step 6, materials will be gathered at ENDEX to provide a record of the
exercise. Critique forms, questionnaires, and lessons learned materials will be
provided to participants and accomplished as part of the data collection effort
to input to the post-exercise phase.
The post-exercise phase (Exhibit 2.5-13) begins with end of active
exercise play and the conduct of "hot washes" and critiques.
EXHIBIT 2.5-13 STEPS IN POST-EXERCISE PHASE
- --------------------------------------------------------------------------------
STEP 7 STEP 8 STEP 9
---------------- ---------------- ----------------
RECEIVE CONDUCT PROVIDE INPUT
FEEDBACK RESEARCH TO THE FUTURE
AND ANALYSIS
---------------- ---------------- ----------------
- --------------------------------------------------------------------------------
In Step 7, designated people who have responsibility for preparation of
the After-Action Report will collect all relevant feedback materials. There will
be continuing discussions with exercise players in an effort to attract as much
feedback as possible.
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Step 8 starts with a review of the exercise record documented in Step 6
and feedback gathered in Step 7. Step 8 continues with telephone calls or
meetings to clarify selected aspects of the exercise. Most of the work is in the
process of information/data integration. This integration work is needed to
capture mainstream ideas, problems, voids, and lessons learned. The results of
that integration will then be documented for and coordinated with ADA-20.
Step 9 for an individual table-top exercise starts with finalizing the
After-Action Report. It will include the option of providing ADA-20 with a
briefing to allow the opportunity for still further discussion and refinement.
The After-Action Report is then available as an input to future exercise
activity and provides a source of ideas for changes in day-to-day emergency
preparedness operations.
2.5.2.2 HEADQUARTERS ONLY EXERCISES. Headquarters exercises have the potential
for the full spectrum of possible designs. On one hand, a series of table-tops
could be conducted; on the other hand, a mix of table-tops and variations toward
FSEs could evolve. The SOW (para 6.2) specifies a first year deliverable of a
single exercise involving a catastrophic natural disaster in which a Response
Cell simulates all outside agencies (e.g., Federal D/As, state and/or local
officials).
The approach to the support of Headquarters exercises will include all of
the planning documentation described in Section 2.4 and the step-by-step process
used in regional table-top exercises (Subsection 2.5.2.1). Titan's approach will
be to use the template (Exhibit 2.5-9) as a guide to the thought process in our
response to all future tasking.
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In the PRE-EXERCISE PHASE, Step 1 will set exercise objectives. As is the
case for all exercises, this step determines all that follows. Step 2 will make
all necessary preparations and call out the specifics in development of the
concept, commitments, and decisions relative to: who will participate; where
activities will take place; what controller services are needed (e.g.. many
people at many locations or a few people in one room, collocated with the CMC);
does the FEMA-maintained Exercise Calendar and DOD exercise schedule show
conflicts or maybe provide opportunities to "piggy back" on available Federal
exercise resources; what damage should the scenario describe; what factors need
to be considered in the potential relocation of the CMC; who are the
coordination points for documentation developed for Step 3. Document preparation
will proceed on the Work Plan schedule, with emphasis on coordination and
content quality control.
In the EXERCISE CONDUCT PHASE, Step 4 (accomplish final quality control
checks) is a controller services action one measure of the commitment to the
exercise is reflected in the fine-tuning and last-minute repair actions to
guarantee a healthy STARTEX. The headquarters-only exercise conduct (Step 5)
will involve senior FAA leadership and management. It will require the best
possible Response Cell support because "artificialities" in exercises are often
the biggest distractor for the players. The careful staffing of a well-trained
and motivated Response Cell is the single most crucial feature of overall
technical support that can make a difference during conduct of the exercise. The
ideal concept is to surround players with information from a Response Cell
composed of people who would normally be involved in a real event. Response Cell
members are surrogates of the world outside of a specific exercise environment.
Exercise designers often refer to them as the possessors of exercise "ground
truth." They must know and understand the FAA; they must have familiarity with
other response organizations; they must
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know the scenario and exercise objectives and timing; they must be flexible to
allow for productive free play; they must manage overall information flow to
provide realism, relevance, and realistic response to player activity; they must
avoid discontinuities which would detract from player decision making and
assessments; they must be ready to contribute to feedback processes (e.g.. "hot
washes," critiques, questionnaires, data compilation, and lessons learned) and
help accomplish Step 6 (provide a record).
The POST-EXERCISE PHASE starts with Step 7 (receive feedback) which seeks
to maximize all possible feedback sources as an input to Step 8. Step 8 pulls
together the exercise record and captures comments, reactions, and
recommendations--even at the coffee pots around the headquarters. Step 8
develops an overview of what occurred in terms of exercise objectives. It
includes coordination to achieve common ground for resultant changes and new
learning. Step 9 finalizes the After-Action Report and concludes a single
exercise cycle. This step provides input to potential changes in future
operational and exercise planning.
2.5.2.3 COMBINED REGION AND HEADQUARTERS EXERCISES. Task I specifies that these
exercises will consist of a mix of table-top and full scale interactive
exercises between and among regions and headquarters. The first year task and
deliverable for a multi-regional/headquarters exercise (SOW para 6.3) will
involve a catastrophic natural disaster, with outside agencies simulated through
a Response Cell. This exercise category expands complexity and participation.
All the SOW elements discussed in subsection 2.5.1, and all the components
summarized in the Titan exercise design template (Exhibit 2.5-9) are applicable.
The wide range of essential (emergency) functions, policy, plans, procedures,
and simulated Federal D/A coordination required for this
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level of exercise participation place this exercise category at the top of the
FAA-only exercise pyramid which Task I encompasses.
The PRE-EXERCISE PHASE will take more time to accomplish than for other
exercises, and the steps taken will cover more considerations and commitments.
Step 1 will set exercise objectives; it will require more comprehensive research
to gather all relevant lessons learned; it will focus on the single exercise
being planned but in terms of multi-year or Master Plan documentation aimed at
future building blocks. Step 1 will also identify issues and problem areas that
will affect development of the scenario, MSEL, implementers, and impact
training/orientation preparations for exercise participants. Step 2 will also
take longer than for previous exercises described, but its purpose is the
same--to ferret out the important specifics leading to a document development
and coordinating process. In this exercise category, participation will be
expanded, locations will be increased, logistic support more comprehensive,
training more demanding, and coordination more challenging. Step 3 will provide
the documentation shown in the exercise design template (Exhibit 2.5-9).
Table-top documentation (Exhibit 2.5-11) did not require a large volume of
material. This exercise category will require the full suite of documents and
must be guided by the Exercise Work Plan schedule (Exhibit 2.4-3). Implementers
take on special significance because the formats may range from narrative
messages, to computer record messages, to telephone/radio scripts; they are the
vehicles for controller information input and must be realistic and of reliable
substantive content. Implementers have high impact and require detailed
knowledge of operating procedures; they directly control the conduct of the
exercise. Implementers link directly to the MSEL which provide the bridge
between overall objectives and implementer development/production. When
implementers have been finally edited and coordinated (a process that can take
weeks or
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months), instructions are needed on how they are inserted into exercise play.
The COSIN is needed to coordinate control services functions and actions;
injection of implementers (e.g., over planned communications links or
handcarried by the Response Cell) is part of COSIN planning. Other documentation
accomplished in Step 3 is expanded in this exercise category. For example,
training materials, information handouts, "school solution" papers (if
specified), VIP briefings, orientation or display areas, public affairs
preparations, video support, and special purpose briefing materials are all
examples of the variety of support efforts which require substantial resource
commitments and exercise team expertise.
The EXERCISE CONDUCT PHASE starts with Step 4, which, because of the large
size of the exercise, will require an exercise countdown checklist to ensure
that resources are in place, controllers are ready, time zone differences are
accounted for, and any soft spots across-the-board are fixed before STARTEX.
Step 5 begins the combined region and headquarters exercise. Because thorough
and quality actions will have occurred in the first four steps, the critical key
in Step 5 is controller services. Here is where the difference can be made by
Titan's comprehensive understanding of the relationships between the FAA
operational infrastructure, the importance of contingency, state and local
planning which must be represented, and the interdepartmental coordination
requirements among participating Federal D/As. Knowledge and experience in the
overall emergency operations community (of which FAA is a key part) will be
important in this internal FAA exercise type, because Response Cell personnel
need to simulate the kinds of interactions which would actually take place.
Discussion of Task II (SOW para 5.3) in Section 2.6 will expand further on the
importance of knowing the whole emergency operations picture. Step 5 may also
include some periods of exercise stop-actions (unless exercise objectives and
design result in round-the-clock operations, with day and night shifts
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over a specified period of time as is conceivable under the most critical,
strenuous scenarios). During the stop-actions, a systematic process, involving
multiple locations, will create the opportunity to allow participants to come
together (e.g., teleconferencing, video conferencing) to discuss and critique
activities [e.g., damage assessment processes, status and progress reporting
processes (such as Readiness Levels Alfa, Bravo, Charlie, Delta; SECONs Alfa,
Bravo, Charlie, Delta per Order 1900.1E) as well as timeliness and quality of
SITREPs or information on VIP support planning (such as White House, DOT, and/or
FEMA leadership enroute to any affected area)]. The stop-actions as part of Step
5 will be designed into the exercise conduct to serve one exercise objective
which is always present--to provide opportunities for feedback to enhance
learning. "Hot washes," critique forms, and questionnaires will feed the
process. Step 6 receives all possible inputs from earlier activities and
captures those inputs in some record form so that post-exercise steps can be
more efficiently taken.
The post-exercise phase for exercises of the large scope being discussed
have special significance. Exercises always reflect top leadership commitments
and investments to operational enhancements, but large exercises will represent
large investments. The post-exercise phase is the time to assess what the FAA
receives for the expenditures. High payoff answers will have already been made
in the minds of many of the players as they return to their own work areas to
"change" something because of their individual lesson learned. Regional
supplements to the FAA Emergency Operations Plans will be validated or refined
by such exercises. New learning and team-building will have been put in
place--but much of that will not be recorded. Step 7 starts the post-exercise
phase, but with less than a full record. Careful planning will enhance
observation skills and sharpen the quality of the feedback process. The
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implementation of thorough planning results in data collection (could include
electronic data collection where a high volume of transmissions are made over a
network of communication systems) which capture what is needed to see if
objectives were accomplished. Step 8 requires examination of all feedback,
coordination of the After-Action Report, and an uncompromising sense of where
this exercise experience fits in the larger world of FAA emergency operations
experience. The experiences of Hurricane ANDREW, the Los Angeles riots, the
Mid-West floods, and the endless earthquakes along the West Coast are reminders
that experience in emergency operations comes first and foremost from real
events. Exercise design and exercise after-action reports (leading to lessons
learned for the future) must keep this perspective in mind. In addition, value
added should equate to the design effort. The large investment represented by a
large exercise (such as a combined region(s) and headquarters undertaking)
demands that, when the question is asked: What did the FAA receive for the
investment?, the answer will be "value added to the FAA Emergency Operations
Program."
Step 9 results in an After-Action Report, and it also results in
preliminary briefings and meetings which aim at a distillation process in which
the output includes: statements of lessons learned; changes in future exercise
design and conduct; assessment of the exercise objectives; reactions of
participants; and changes needed in day-to-day operations. These are the kinds
of outputs which apply in Step 9 and will be documented in a report. The outline
for the After-Action Report is shown in Exhibit 2.5-14.
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EXHIBIT 2.5-14 AFTER-ACTION REPORT (OUTLINE FOR LARGE EXERCISE)
================================================================================
I Executive Summary
II Introduction
A. Objectives
B. Methodology and Process
C. Organization of Report
III Exercise Overview
A. Concept
B. Objectives
C. Team Operations
IV Results, Conclusions, and Recommendations
A. Overall Observations
B. Observations by Each Objective
C. Conclusions
D. Recommendations
Annexes:
A. Lessons Learned Statements
B. Critique Forms (Results Summarized)
C. Critique Forms (Originals)
D. Other Data (Analysis, Interviews)
================================================================================
2.5.3 CONCLUSION
The understanding of and approach to Task I is experience-based. The
thought process which shapes this response to the SOW reflects Titan's
community-wide emergency operations experience. Detailed knowledge of FAA Order
1900.1E is blended with equally detailed knowledge of regional plans on one hand
and the FRP on the other. Titan understands the plans and knows the people who
implement them. Titan conducted the nine headquarters, regional table-tops in
the 1992-1994 exercise series; Titan is currently planning an exercise series
for 1995 in which the Centers and selected regions will continue in actions to
enhance emergency operations. Task I is a call for Titan technical support,
already proven and ready for more.
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2.6 TASK II-SUPPORT FOR EXTERNAL FAA EXERCISES (REFERENCE SOW PARA 5.3)
The Titan team provides the ideal combination of current experience,
motivation, and organization needed to provide the technical support required
for Task 11. Our expertise in national, regional, and local exercises and our
knowledge of the procedures, products, and people needed to integrate FAA
Emergency Operations Program objectives into external agency exercise planning
all points to fact that we have the right people to provide the right technical
support to Task II. The elements comprising Task II are illustrated in Exhibit
2.6-1.
EXHIBIT 2.6-1 TASK II OVERVIEW
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
--------------------------------------- ---------------------------------------
SOW SOW
INTERNAL FAA EXERCISES Para 5.2 EXTERNAL FAA EXERCISES Para 5.3
Task I Task II
Training and - HQ Only - HQ Only
Exercises - Regions Only - Regions Only
- Combined HQ & Regions - Combined HQ & Regions
--------------------------------------- ---------------------------------------
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
---------------------------------------------
SOW
OTHER TECHNICAL SERVICES Para 5.4
Task III
Operational Planning - Operations Plans
- Associated Appendices
- SOPs
---------------------------------------------
- --------------------------------------------------------------------------------------------------------
<S> <C>
---------------------------------------------
- Exercise Coordination Meetings
Exercise Coordination - Exercise Document Reviews
and Interface Process - DOT
- FEMA
- Other D/As
---------------------------------------------
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
---------------------------------------------
ACTIVITY REPORTS SOW
Program Oversight Para 4.
and Control - Work Plan Activity
- Weekly COTR Status Meetings Reports
- Monthly Letter Reports
---------------------------------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>
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2.6.1 UNDERSTANDING
The primary distinction between Task I and Task II is that the FAA
internal exercises simulate interactions outside the FAA (via a Response Cell of
handpicked people who could effectively play many roles). Task II exercises
involve actual play of certain external agencies. Response Cell simulation is
not required for participating agencies. Except for that distinction, the
general Task I description of exercises in Section 2.5 apply to Task II.
Recently, Titan has supported National Emergency Response Team (ERT-N)
training at FEMA's training facility in Emmitsburg, Maryland and in Gettysburg,
Pennsylvania; attended a MSEL conference at Norfolk to support FEMA in a
military-civil exercise scheduled for 1995; conducted Chemical Stockpile
Emergency Preparedness Program (CSEPP) exercises at each of the eight toxic
chemical agent storage sites in the Continental United States; supported FEMA
participation in preparing for the North Atlantic Treaty Organization's (NATO)
Crisis Management Exercise for 1995 (CMX 95); provided technical support to the
National Communications System (NCS) (for the 9th year); provided engineering
and technical support to both the FAA and DOD in information/communications
systems; provided FEMA Operations Support Systems Engineering and Technical
Assistance (SETA); and supported FEMA participation in a jointly sponsored DOE
and FBI terrorist exercise. We know how to apply an agency's exercise needs to
an external environment and how to evaluate that environment for inclusion of an
agency's exercise requirements. We are familiar with and use Federal
Preparedness Guides 7.300 and 8, concerning the current 5-year Exercise
calendar, and Federal Preparedness Circular 7, on National Security Emergency
Exercises.
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Each year Federal D/A exercises are conducted to enhance emergency
preparedness in compliance with a network of policies and commitments. Some of
these exercises are worldwide in scope, with foreign nations and most D/A
headquarters participating. All share the concept of D/A activity to assist the
sponsor in achieving exercise objectives. Discussion of some examples of the
external FAA exercises that might be supported under Task II follow.
2.6.1.1 DEPARTMENT OF TRANSPORTATION EXERCISES. The DOT has the responsibility
to develop plans and procedures for the emergency management of the nation's
civil transportation system in times of national crisis. Implementation of these
responsibilities within the department is vested in the Research and Special
Programs Administration, Office of Emergency Transportation. For actual
implementation, a standby organization has been established and designated as
the DOT Emergency Organization (DOT EO). There is a headquarters DOT EO and 10
Regional DOT EOs. Since one-half of the personnel staffing the EOs are
predesignated DOT employees from all operating administrations and the other
half are volunteers of the DOT National Defense Executive Reserve (NDER) from
private industry, coordination of the functions required and maintenance of
procedural expertise necessitates a vigorous training and exercising program.
DOT accomplishes this through an exercise program in which a scenario-based
exercise, supported by the Headquarters DOT EO, is conducted annually in each of
the 10 DOT EO regions. This program, which has been conducted for the past 12
years, includes FAA participation, where appropriate.
2.6.1.2 CIVIL EXERCISES. Civil exercise programs extend across the entire
spectrum of potential emergency response requirements, from situations involving
national security to those involving a wide range of catastrophic events,
technological hazards, and natural disasters. FEMA, which
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sponsors the largest number of these exercises, has identified over 20
technological/manmade and natural hazards for which Federally funded programs
are exercised at the local, State, or National levels. Many of these have direct
application to FAA roles and responsibilities and involve the functions of
various other D/As. In the past, there have been other, large scale, exercises
which have FAA applicability, such as the Office of Civil Defense
(OCD)-sponsored civil defense-related national security exercises in the CIVEX
series, which were conducted independently by FEMA but also involved local and
State government participation and that of other agencies. FEMA sponsors a
series of RESPONSE exercises designed to focus on the response of Federal D/As
to catastrophic earthquakes. In addition, the Department of Justice (INS) is
sponsoring an exercise of the Mass Immigration Emergency Plan. For both of these
exercises FAA participation has been requested.
2.6.1.3 NATIONAL SECURITY EMERGENCY PREPAREDNESS EXERCISES. The lines between
NSEP exercises and those which are currently referred to as
"all-hazards/all-risk" exercises are not clearly drawn in recent national policy
statements or published authorities. For this reason, exercises described in
this paragraph are grouped for ease of identification into those that are
high-level and clearly defined national security exercises. Perhaps the best
known of the exercises grouped in the NSEP category have been those sponsored by
the JCS in their worldwide exercise program which is currently being re-thought.
Examples include Exercises PROUD SCOUT, POWER SWEEP, and PROUD EAGLE, all of
which involved DOD, the major military departments and commands, and the Federal
D/As. These exercises typically alternate among mobilization exercises,
conventional war exercises, and strategic nuclear exchange exercises on a three
exercises per two-year schedule, although current events in Europe and the
Middle East are having an effect on this scheduling. The Crisis Management
Exercise
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(CMX) exercises are scheduled annually and involve both the military and civil
sectors. These exercises are sponsored by NATO, with the JCS being the U.S.
sponsor, and involve joint response to a global regional contingency. The Titan
team continues its support of JCS, DOD, FEMA, and NCS exercises and, in the
past, has supported a series of national agency exercises supporting the COG
program.
2.6.2 APPROACH
Section 2.4 presented our approach to exercise support requirements and
detailed specific component parts. Section 2.5 presented specific elements of
the support requirements to be provided by Titan in terms of planning,
documentation, conduct, and after-action reports. Each of these descriptions
appropriate to any exercise in which the FAA participates. This approach will
emphasize the Task I elements described in Section 2.5.1 and will follow the
nine steps outlined in Exhibit 2.5-9 and detailed in Section 2.5.2. For external
exercises, the steps needed to provide the required technical support are
detailed in Exhibit 2.6-2.
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EXHIBIT 2.6-2 NINE STEPS TO SUPPORT EXTERNAL EXERCISES
================================================================================
PHASE STEPS ACTIONS TO BE TAKEN
================================================================================
Pre- 1. Objectives Take measures to ensure full coordination,
Exercise integration, and agreement among the roles,
objectives, and degree of participation of
the FAA and external agencies concerned.
--------------------------------------------------------------------
2. Preparations Attend planning meetings, MSEL conferences,
and implementer conflict resolution
meetings. Prepare FAA inputs to or
modifications of the appropriate exercise
documents which assure that the FAA role in
a given exercise scenario is fully developed
and inclusive of the FAA objectives. In
addition, prepare and present FAA exercise
player briefing(s) to fully develop the
roles and functions of FAA participants.
Briefings, handout information, and training
activities will include exercise scope,
scenario, functions, FAA exercise
objectives, information feedback/data
collection planning, and all aspects of
logistics support (to include security
aspects).
--------------------------------------------------------------------
3. Documentation Review final exercise documentation to
ensure FAA inputs are reflected in the
documentation record.
- --------------------------------------------------------------------------------
Exercise 4. Final Checks Work through final preparation checklist to
Conduct establish that immediate pre-STARTEX
conditions are known to the FAA, and fix
problems which have potential impact on FAA
participation.
--------------------------------------------------------------------
5. Exercise Take actions to ensure individual FAA
participants are fully assisted in their
exercise roles. Provide consultation to
integrate FAA functions into exercise play
when appropriate, and to ensure that FAA
expertise is adequately employed to support
objectives. Titan will also provide active
controller services for those areas which
focus on FAA interests and data collection.
--------------------------------------------------------------------
6. Record Provide real-time record of exercise conduct
relative to FAA participation. This will
include periodic assessments and impressions
during the exercise and a "first
impressions" report immediately following
ENDEX.
- --------------------------------------------------------------------------------
Post- 7. Collect Feedback Engage all post-exercise activities,
Exercise meetings, and assessments which encompass
FAA participation so as to have a complete
picture available for Step 8.
--------------------------------------------------------------------
8. Analysis Lead, or participate in, all actions needed
to analyze information/data needed to
prepare after-action reports or to answer
questions posed by FAA management.
--------------------------------------------------------------------
9. Publish Lessons Be on the leading edge of exercise
Learned after-action reporting, with emphasis on
briefings and reports relative to FAA
participation, and a particular focus on
exercise aspects leading to statements of
lessons learned. Those after-action
statements will be tailored specifically to
FAA participation and could serve as inputs
to the exercise's sponsoring D/A.
================================================================================
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2.6.3 CONCLUSION
The understanding of and approach to Task II is based upon extensive past
and current experience in the kind of external exercises in which FAA
participation could be required. Titan is engaged in technical support for the
full range of exercise scenarios, types of exercises, and level of
participation. Each member of our team is seasoned, practiced, and current in
individual knowledge of the full spectrum of emergency operations. Titan is
prepared to devote the team experience to this procurement.
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<PAGE>
2.7 TASK III - SUPPORT TO OTHER TECHNICAL SERVICES (REFERENCE SOW PARA 5.4)
This task directs support to the development or revision of headquarters
and regional emergency plans and associated appendices and SOP's for selected
aspects of FAA Headquarters and regional operations. The elements comprising
Task III are illustrated in Exhibit 2.7-1.
Tasks I and II provide opportunities to upgrade emergency operations
preparedness by enhanced individual learning, team building, and discovery of
lessons learned which can be folded back into future activities--including
changes to operational planning. Task III provides opportunities to directly
implement lessons learned into the planning documentation and operational
procedures.
EXHIBIT 2.7-1 TASK III OVERVIEW
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
--------------------------------------- ---------------------------------------
SOW SOW
INTERNAL FAA EXERCISES Para 5.2 EXTERNAL FAA EXERCISES Para 5.3
Task I Task II
Training and - HQ Only - HQ Only
Exercises - Regions Only - Regions Only
- Combined HQ & Regions - Combined HQ & Regions
--------------------------------------- ---------------------------------------
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
---------------------------------------------
SOW
OTHER TECHNICAL SERVICES Para 5.4
Task III
Operational Planning - Operations Plans
- Associated Appendices
- SOPs
---------------------------------------------
- --------------------------------------------------------------------------------------------------------
<S> <C>
---------------------------------------------
- Exercise Coordination Meetings
Exercise Coordination - Exercise Document Reviews
and Interface Process - DOT
- FEMA
- Other D/As
---------------------------------------------
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
---------------------------------------------
ACTIVITY REPORTS SOW
Program Oversight Para 4.
and Control - Work Plan Activity
- Weekly COTR Status Meetings Reports
- Monthly Letter Reports
---------------------------------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
[LOGO] TITAN
2.7.1 UNDERSTANDING
The Titan team has had the benefit of interacting with many members of the
FAA family at the regions, as well as the headquarters. We also have experienced
(with the customer) the step-by-step process of FAA restructuring and
governmental streamlining in the recent past. Our team has studied the
still-evolving impact of decisions on U.S. national emergency planning since the
end of the Cold War. Clearly, as plans and SOP's require refinements due to
lessons learned in the exercise and operational environment, even more relevant
are the changes needed because institutional arrangements are shifting away from
previous roles and missions which had been stable for nearly 40 years. Our team
brings many valuable insights to this planning process as a result of our
broad-based professional backgrounds, the lessons learned from the first series
of regional table-top exercises, and from special projects accomplished in
recent years (i.e., After-Action Reports from Hurricane ANDREW and the
Northridge Earthquake).
We are keenly aware of the pressing need in emergency operations planning
to identify and define the essential (emergency) function(s) of each participant
supporting CMC operations. The specification of essential functions is a major
requirement of FAA Order 1900.E1. The articulation of essential functions shape
the interactions, the logistics support, and the flexibility of the Emergency
Operations Program. Specification of the functions in a coordinated planning
process insulates the emergency operations system from the kind of duplication
and overlaps which can cause confusion in roles and responsibilities, as well as
other inefficiencies. The scope of the essential (emergency) functions
requirement reaches all through the headquarters and regional environment, where
fundamental organizational changes constantly require adjustments to sustain the
readiness and responsiveness.
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FAA Order 1900.1E was updated in July, 1993, and all members of the Titan
team are familiar with the document and understand its importance. The Order
formalized the FAA Crisis Response System, revised the readiness level system,
and added a security alert system.
FAA Order 1900.1E is constructed to evolve--to absorb change -- however,
some inputs to the Order (such as the essential functions just discussed) remain
as planning "voids" which are missing or are in need of continual refinement.
The same is true for regional planning documents which implement the basic
order. It is in the arena of implementation of Order 1900.1E where much of the
support work is most urgently needed. The table-top exercises for the past few
years have provided one small beginning step. The next sequence of exercises
will (in many cases) provide a chance, for the regions especially, to
validate/test emergency preparedness planning. Refinements will always be
needed, but at this juncture (with all the significant changes in FAA) we are
talking about major work requirements with reduced government staffing levels.
In addition to experience and insight into the organizational realities of
the FAA, the Titan team is also working with DOD, NCS, FEMA, and others where
adjustments to the post-Cold War and government downsizing are also taking
place. That experience is also extended to field operational levels, as well as
to the state and local jurisdictions. This understanding of external agencies is
helpful to FAA planning in those cases where interaction with other D/As is
evident. Titan's technical support to and participation in joint
military-civilian exercises; our role in training the ERT-N; our experience in
support to FEMA on the FRP, COG plans, and continuity of operations plans: and
the professional background of our team members all combine to provide a unique
concentration of talent to perform Task III.
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<PAGE>
[LOGO] TITAN
Titan has assisted FEMA in the implementation of their National Security
Emergency Preparedness Program and was responsible for indoctrinating and
preparing members of both the National and Regional emergency management teams
to implement their assigned tasks. Titan as the primary trainer for these teams
provided training support which consisted of orientations, team-building
activities, and simulations workshops. Titan has worked closely with FEMA and
the other Department and Agency planners and emergency management leader at both
the national and regional levels.
In addition to its training experience Titan has also been a leading plans
developer for FEMA in the National Security Emergency Preparedness arena. Titan
developed the outline for a Concept of Operation document for national and
regional continuity of government, coordinated it with 26 Departments and
Agencies and then wrote the final document. The Titan team also authored the COG
Operations plans for both national and regional operations.
Titan was responsible for the development and execution of a series of
table-tops for the Department of Agriculture State Emergency Boards from all 50
States. These State Emergency Boards manage the USDAs response to the full range
of natural and technological disasters. The table-tops were a part of the USDA
training and exercise program to improve Federal Response Plan operations
throughout the Department. Training consisted of the creation and presentation
of several natural disaster scenarios, and the writing of discussion guides
tailored to each geographic area being addressed. Briefing presentations
included the depiction of the organizational structure supporting the Federal
Response Plan and the responsibilities of various Departments and Agencies
within the FRP.
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<PAGE>
The Titan team has extensive experience in developing national, regional,
state, and local concepts of operations (CONOPs), operations plans (OPLANs), and
SOP's for interagency functional performance. Titan has provided contract
support to the NCS and the OSTP in the analysis, updating, and revision of
national-level operations, employment and deployment plans. Examples of this
support include the national level emergency operations plans for both the OSTP
and the NCS and the operations plans and SOP's for the Communications Functional
Groups (CFGs) of the National Emergency Management Team (NEMT) and Regional
Emergency Management Teams (REMTs), and the National Telecommunications
Management Structure (NTMS) Government and Industry Operating Centers. These
plans include the scope of emergency operations across the full domestic and
international spectrum.
The Titan team fully understands that the FAA's Emergency Operations
Program planning actions must provide for the protection of FAA personnel and
facilities to ensure the continued effective operation of the NAS, other
essential functions, and the recovery and reconstitution of the NAS. This
planning effort is especially critical during the evolution of the NAS in the
1990's to a full operational capability. The challenge to FAA planners lies in
balancing the needs of NAS users and the evolving policy decisions (which tend
to promulgate changes, modifications, or upgrades) with the need to rapidly
convert policy to credible plans and operating procedures in a cost-effective
operating environment.
2.7.2 APPROACH
The methodology to accomplish Task III consists of four defined steps
which are depicted in Exhibit 2.7-2 and discussed below.
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[LOGO] TITAN
EXHIBIT 2.7-2 TASK III TECHNICAL APPROACH
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------
Lessons Learned
(i.e., Operational Experience, Exercises, Workshops, Seminars, Other)
---------------------------------------------------------------------
<S> <C> <C> <C>
Step 1 ---------------
Analyze Relevant
EOP* Documentation Step 2 -------------------------
and Conduct Interviews Develop / Revise
- ---------------------- Documentation
--------------------------------
----------------
DOT / FAA Orders -----------------------
---------------- Headquarters
Plans / SOP's Step 3 -----------
---------------- ----------------------- Step 4 ----------------
FAA Coordinate Draft
Plans / SOP's ----------------------- PLANS, Appendices, Publish Final
---------------- Regional SOP's PLANS, Appendices,
Plans / SOP's ------------------ SOP's
---------------- ----------------------- -----------------------
Infrastructure - FAA Headquarters
Study Critical ----------------------- - Regions - Comments incorporated
Functions (Associated Appendices) - DOT/DOD - Final coordination
---------------- - Other D/As - Final distribution
- National Security ------------------ -----------------------
---------------- Emergency
Input from, DOT, - Domestic
FAA, Other D/As Emergency
---------------- -----------------------
- ---------------------- --------------------------------
*EOP = Emergency Operations Program
[EOP is based on U.S. National Security Emergency Preparedness (NSEP) Policy -
ensures the FAA shall survive and endure, provides for protection of personnel
and key facilities, and continuity of the National Airspace System (NAS) and
other essential FAA functions.]
- -----------------------------------------------------------------------------------------------------------
</TABLE>
These steps are performed in a sequential manner, each one requiring
completion before preceding to the next step, leading to the final publication
of FAA Emergency Operations Program (EOP) plans, associated appendices, and
SOP's.
2.7.2.1 STEP 1: ANALYZE RELEVANT EOP DOCUMENTATION AND CONDUCT INTERVIEWS. The
required first step in the development of FAA PLANs, appendices, and SOP's is to
review existing FAA and other relevant documentation and to interview selected
FAA offices and other Federal D/A representatives. While Task III allows for
staff studies, special reports, major
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<PAGE>
review, revisions, or creation of documentation, the key starting reference
documents for this task are:
- Department of Transportation Act of 1966 (P.L. 89-70)
- Federal Aviation Act of 1958 (P.L. 89-670)
- Robert T. Stafford Disaster Relief and Emergency Assistance Act
(P.L. 93-288, as amended)
- The Civil Defense Act of 1950, as amended
- Federal Preparedness Circular (FPC) 24, the National Defense
Executive Reserve, September 24, 1982
- FPC 60, Continuity of the Executive Branch of the Federal Government
at the Headquarters Level During National Security Emergencies,
November 20, 1990
- FPC 61, Emergency Succession to Key Positions of Federal Departments
and Agencies, August 2, 1991
- FPC 62, Delegation of Authorities for Emergency Situations, August
1, 1991
- FPC 64, Continuity of the Executive Branch of the Federal Government
at the Regional Level During National Security Emergencies, November
20, 1990
- Existing DOT/FAA Orders (i.e., FAA Order 1900.1E)
- Existing DOT/FAA EOP PLANs/SOP's
- Executive Order (EO) 12656, Assignment of Emergency Preparedness
Responsibilities
- EO 12472, Assignment of National Security and Emergency Preparedness
Telecommunications Functions
- FAA/DOD Plans During Wartime
- Federal Response Plan (FRP)
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<PAGE>
[LOGO] TITAN
- Federal Radiological Emergency Response Plan (FRERP)
- National Contingency Plan (NCP).
Subsequent to the readings and assessment of the early Step 1 research effort,
we would propose to interview selected policy makers and managers at FAA and
selected Federal D/As. Setting up the proposed interviews will be done in
coordination with the FAA Project Officer. This should provide the latest
thinking in regards to the functioning of the FAA under EOP conditions and set
the stage for Step 2 where documents are developed or revised. We propose to
provide a working paper report to the FAA Project Officer along with a proposed
outline for the FAA PLANs, Appendices, and SOP's.
2.7.2.2 STEP 2: DEVELOP/REVISE DOCUMENTATION. Using the initial analysis of
current FAA EOP operations as the substantive framework, the Titan team will
develop the draft headquarters and regional PLANs (or supplements) and SOP's.
The regional PLANs/SOP's will contain certain portions that are structured
around basic principles of emergency operations, with emphasis on essential
functions identification and definition. Our intention is to publish a document
capable of standing alone and equally capable of being further tailored to the
needs of the individual regions. What is produced is core material, valid at all
levels, and with authoritative backing. Those document portions that are
mandatory for inclusion and compliance by the FAA regions should be clearly
identified and source authorities shown. Those portions requiring completion by
the regions (or that can be modified at user's discretion) should also be
clearly identified. From the variety of formats and diversity of contents in
current PLANs and SOP's, Titan will coordinate with the FAA Project Officer to
select the best format. Our goal is to ensure the draft documents are
comprehensive enough to insure expeditious coordination
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<PAGE>
and when directed, implementation. We firmly believe that "bare bones" SOP's
for each FAA EOP CRWG/CRSG (at headquarters or regions) should be developed as
part of this task. The SOP's can be either separate documents or appendices to
the headquarters or regional PLANs. These SOP's would not need to be tailored to
the FAA regions (as the functional requirements remain the same regardless of
the operating environment). As a minimum, these SOP's need to address the areas
of organization, (critical) functions, description of duties, facilities,
reporting formats, coordination, and internal operations.
Our team has in-depth experience in technical support to the development
of broad documentation (e.g., functionality and interfaces for
telecommunications/information systems architecture, diplomatic and defense
activities during major national crises) and to the development of operational
documentation (e.g., CONOPS/OPLANs in support of FEMA's COG responsibilities).
2.7.2.3 STEP 3: COORDINATE DRAFT PLANS, APPENDICES, AND SOP'S. In this step, a
comprehensive review of all the documentation will be undertaken so as to staff
and review comments from as many users as possible. The FAA regional
headquarters will be critical to the coordination process. Also critical in this
review is the support provided to ESF #1 (Transportation) as part of the FRP and
how FAA supports other response plans, such as the FRERP and the NCP. Other
coordination, at the discretion of the FAA Project Officer, would be with
internal FAA, DOT, DOD, FEMA, and other D/As, as appropriate.
2.7.2.4 STEP 4: PUBLISH FINAL PLANS, APPENDICES, AND SOP'S. Upon completion of
the coordination and review process in Step 3, we will incorporate reviewer
comments, make
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[LOGO] TITAN
necessary modifications, and publish the final versions of the PLANs,
appendices, and SOP's. These documents will be completed in time for at least a
30-day technical review/approval period by the FAA Project Officer. Sufficient
time will be built into this final step to resolve any residual conflicts with
the reviewing parties. At the discretion of the FAA Project Officer, Titan would
be pleased to host a final review meeting to expedite final coordination of
documentation before distribution.
2.7.3 CONCLUSION
A clear strength of the Titan team is operational experience. That
collective understanding of "operations" as the action component in the
policy-planning-implementation process makes the team ready to produce
immediately -- with any tasking. There will be no need for "spin up" time or
on-the-job training. As professionals in the community of emergency operations
(with a large commitment to exercises and training) our objective is to always
contribute to enhanced procedures in future real world FAA operations.
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<PAGE>
[LOGO] TITAN
3.0 PROJECT MANAGEMENT PLAN
TITAN OFFERS A PROVEN PROJECT TEAM, SUBSTANTIAL FAA EXERCISE AND
OPERATIONAL PLANNING EXPERIENCE, IN-PLACE CONTROLS TO ENSURE A QUALITY
EFFORT, AND A CORPORATE COMMITMENT WITH READY ACCESS TO CORPORATE
OFFICERS.
The Titan Corporation was founded in 1981 as Titan Systems, Inc., by a
group of professionals who wanted to go beyond studies and analysis to systems
development/ integration support of nationally important command and control
systems. Toward that end, Titan expanded through rapid internal growth and
acquisition and established offices across the United States. In 1985, Titan
Systems merged with Electronic Memories and Magnetics Corporation and the Titan
Corporation was formed. The Titan Corporation is now a publicly owned company
listed on the New York Stock Exchange with annual sales of approximately $150
million. It is in the top 500 defense contractors. The corporation, which is
headquartered in San Diego, California, has over 950 employees. Support to FAA
contracts are provided out of the Titan, Reston, Virginia, facility.
Titan has a well-earned reputation of excellence in the Federal Government
exercise community and a long history of dedicated service to Federal customers
as a System Engineering/Technical Assistance (SETA) contractor, prime
development and integration contractor, and major supplier of communications
equipment and processor subsystems. Its multidiscipline high technology services
to a broad range of clients includes command, control, communications, and
intelligence (C3I); defense/space systems, electro-optical sensors and systems;
expert systems and software; computer engineering and modeling; pulsed power
3-1
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<PAGE>
systems; as well as training, test, and exercise of telecommunications emergency
management staffs. Titan brings a wealth of recent, direct experience in the
field of exercise preparation, conduct, and evaluation for important customers
at the national, regional, state and local levels. The acceptance of a job from
any customer brings the automatic challenge to the entire company's reputation
and continued credibility in the community. Responsiveness to customer needs and
satisfactions brings the responsibility of making a total commitment to the very
best effort the company can provide. As a basic operating principle we strongly
believe in listening closely to best understand each customer's requirements and
then meeting these needs on schedule and within budget. Previous success in
support of the FAA and other diverse clients can be summarized by longstanding
commitments to: superior performance, quality products, responsive services, and
complete professional integrity.
Dr. Gene Ray, the President and Chief Executive Officer, and Mr. A.E.
Knauf, Jr., the Executive Vice President of the Corporation, are both intimately
familiar with FAA programs and are committed to ensuring resource availability
to, and high caliber performance in this important project.
Titan's work on a number of contracts, some of which are detailed in
Section 4.0 of this proposal, has required extensive involvement in exercise
design, development, conduct, and evaluation; operational plans and standard
operating procedure (SOP) development; systems control; emergency response
planning support; supporting interagency work and working groups; coordination
techniques; and group processes. Previous and current support to numerous
Federal departments and agencies has expanded our experience base and firmly
enables us to support this procurement.
3-2
<PAGE>
[LOGO] TITAN
Successful support to this effort is further enhanced by the training
expertise resident in our proposed staff. We are currently supporting FEMA's
National Emergency Response Team (ERT-N) training program and in addition to the
FAA, we are currently providing exercise support to FEMA - U.S. Army, DISA and
DOJ (INS).
Titan's corporate success has largely derived from the skills and
experience of its personnel and the contributions each staff member makes to the
team effort. We are convinced that the personnel cited in this proposal will
continue the pattern of professional success that has been produced for the FAA
and other government clients. Mr. John Chambers and other experienced project
team staff members are totally prepared and able to continue to perform the
tasks of this procurement.
The remainder of this section is organized as follows:
- SECTION 3.1, PROFESSIONAL QUALIFICATIONS, describes our project
organization and the members of the team and their professional
qualifications and skills.
- SECTION 3.2, RESUMES OF THE TITAN TEAM, presents the resumes of our
Project Manager, his principal assistant and support staff and Titan
Corporate Leadership.
- SECTION 3.3, TASK ORDER MANAGEMENT, explains Titan's in-place
procedures for processing task orders that are fully compliant with
government regulations.
- SECTION 3.4, PROGRAM MANAGEMENT CONTROL, details our managerial,
technical, quality assurance, and fiscal controls that will be used
to ensure satisfactory completion of this project.
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<PAGE>
EMERGENCY MANAGEMENT SYSTEMS
3.1 PROFESSIONAL QUALIFICATIONS (REFERENCE SO-L-5.1.2)
The Titan project team has been carefully selected and organized to assure
quality support to this effort. Our proposed team and its organization are shown
in Exhibit 3.1-1. The structure of the organization is designed to provide a
project staff that will be responsible for the work and a cadre of personnel
that represent additional Corporate assets that could be made available should
the need arise. The responsibilities assigned to the Project Manager in this
structure are clear and facilitate government direction, coordination, and
oversight. This is basically the same organizational structure currently in
place to support the ongoing FAA NSEP Program. Our aim is to continue to offer
the FAA a proven system of responsive and efficient support to this high
priority project.
EXHIBIT 3.1-1 THE PROJECT TEAM
----------------------------------------------------
-----------------------------------
EMERGENCY MANAGEMENT SYSTEMS
-----------------------------------
PAUL CARLSON
EVP/GM
-----------------------------------
-----------------------------------
FAA EMERGENCY OPERATIONS PROGRAM
-----------------------------------
JOHN CHAMBERS*
PROJECT MANAGER
COLIN HARDING
-----------------------------------
-----------------------------------
SUPPORT STAFF
-----------------------------------
JACK CRITTENDEN LARRY O'DEA
HUK HUKKALA DAVE RAJALA
AL NASON JIM REDINGTON
-----------------------------------
* KEY PERSONNEL
----------------------------------------------------
3-4
<PAGE>
[LOGO] TITAN
3.1.1 PROJECT ORGANIZATION
Our team consists of three elements: Corporate Leadership, a Project
Manager, and a Support Staff.
Experience has shown that the most effective project management structure
consists of a straightforward line organization with a strong Project Manager
who has direct access to Corporate resources, has total responsibility for, and
has complete authority over the successful completion of all assigned tasks. As
can be seen from Exhibit 3.1-1, Mr. Chambers will report directly to Mr. Paul
Carlson, Executive Vice President for Titan Systems Group, who has the authority
to commit company resources.
Mr. Chambers duties will as a minimum include the following
responsibilities:
- Direct all activities of the project organization
- Conduct regular meetings with the project management staff and
periodic reviews to continually monitor the status of the project
- Maintain direct liaison with the FAA Project Officer to ensure that
all performance is responsive to FAA program needs
- Attend the start-up meeting, develop a Titan work plan, and attend
scheduled staff meetings at FAA headquarters
- Monitor performance, schedule, and cost using established project
control procedures
- Reallocate and obtain additional resources as required for resolving
potential problems
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<PAGE>
- Resolve all conflicts
- Maintain open and continuous communications with the government and
all team members.
Mr. Colin Harding has and continues to be the principal Titan staff member
providing support to Mr. Chambers.
The support staff consists of six people who were chosen because they had
the skills and experience. Additional Corporate resources will also be available
to meet unforeseen requirements and provide additional manpower requirements,
when necessary. An administrative support team with a full range of graphics and
word processing capabilities will also be available.
3.1.2 SKILL REQUIREMENTS
To determine the personnel skills required to support this effort, we
identified the following skills areas detailed in the RFP:
- Exercise development and conduct
- General operational plans development
- Emergency response planning
- Inter-Agency relations
- Coordination techniques
- Group processes.
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<PAGE>
[LOGO] TITAN
We then analyzed the SOW for implicit skill requirements. We also added
skills based upon our FAA exercise experience and concluded that 21 specific and
essential skills grouped under six categories, were required to support this
effort. To better understand the relationship of specific skills to task
assignments, we created the matrix in Exhibit 3.1-2. By illustrating the
skills-task relationships, in matrix form we found this process to be highly
useful in defining the skills and expertise needed by project personnel.
3.1.3 PERSONNEL SELECTION AND QUALIFICATIONS
We first determined that a strong Project Manager with an experienced
support staff would best support the effort. Based upon the skills needed to
perform the tasks associated with this effort, we reviewed the qualifications
of over 100 Titan technical personnel. The results were a selection of
specific individuals whose talents matched those skills identified in our
analysis of the SOW. Thus, we have proposed a team that collectively has the
experience that our analysis of the SOW identified as essential. Exhibit
3.1-3 presents our team's experience and its composition. As indicated in
Exhibit 3.1-3, all personnel possess a SECRET or higher clearance. Relevant
experience of the members of our project team is summarized in the following
paragraphs.
3.1.4 KEY PERSONNEL AND SUPPORT STAFF
We have designated our Project Manager, Mr. John Chambers, as key
personnel. This section briefly summarizes his experience, as well as that of
members of the Support Staff. Complete resumes are in Section 3.2, Resumes of
the Titan Team. Past experience has shown
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<PAGE>
Exhibit 3.1-2 Task Skill Requirements
<TABLE>
<CAPTION>
------------------------------------------------------
TASK ASSIGNMENT
------------------------------------------------------
B. Support C. Support D. Other
Internal FAA External FAA Technical
- ------------------------------------------------------------------- A. Project Exercises Exercises Services
SKILL AREAS SKILLS * Management (Task I) (Task II) (Task III)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Exercise Design - - -
----------------------------------------------------------------------------------------------------
Exercise Exercise Documentation Development - - -
Development & ----------------------------------------------------------------------------------------------------
Conduct Exercise Conduct & Evaluation - - -
----------------------------------------------------------------------------------------------------
Training Aids & Exercise Materials - - -
- --------------------------------------------------------------------------------------------------------------------------
Headquarters/Regional Plans/SOP - - - -
General Operational ----------------------------------------------------------------------------------------------------
Plans Concept Development - -
Development ----------------------------------------------------------------------------------------------------
Operating Procedures - -
- --------------------------------------------------------------------------------------------------------------------------
Federal Response Plan (FRP) - - - -
----------------------------------------------------------------------------------------------------
FAA Order 1900.1E - - - -
----------------------------------------------------------------------------------------------------
Emergency Emergency Response Operations - - - -
Response ----------------------------------------------------------------------------------------------------
Planning Crisis Management - - - -
----------------------------------------------------------------------------------------------------
National/Regional Emergency Planning - - - -
----------------------------------------------------------------------------------------------------
P.L. 93-288 as Amended - - - -
- --------------------------------------------------------------------------------------------------------------------------
Inter-Agency Department/Agency Interface/Interaction - - -
Relations ----------------------------------------------------------------------------------------------------
Multiple Agency Planning - - -
- --------------------------------------------------------------------------------------------------------------------------
Meeting Coordination Planning Support - - - -
Coordination ----------------------------------------------------------------------------------------------------
Techniques Coordination Processes - - - -
----------------------------------------------------------------------------------------------------
Department/Agency Rules & Responsibilities - - -
- --------------------------------------------------------------------------------------------------------------------------
Seminar/Workshop Development & Conduct - - -
Group ----------------------------------------------------------------------------------------------------
Processes Training Sessions Conduct - - -
----------------------------------------------------------------------------------------------------
Instructional Aid Development - - -
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
* SKILLS = Topical knowledge, training, education, and/or experience
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<PAGE>
[LOGO] TITAN
SKILL AREAS
EXHIBIT 3.1-3 PERSONNEL SKILLS
<TABLE>
<CAPTION>
---------------------------------------------------------------
PROJECT PERSONNEL
---------------------------------------------------------------
- ------------------------------------------------------------------- John Jack Colin James Huk Al
SKILL AREAS SKILLS * Chambers Crittenden Harding Redington Hukkala Nason
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Exercise Design - - - - - -
-------------------------------------------------------------------------------------------------------------
Exercise Exercise Documentation Development - - - - - -
Development & -------------------------------------------------------------------------------------------------------------
Conduct Exercise Conduct & Evaluation - - - - - -
-------------------------------------------------------------------------------------------------------------
Training Aids & Exercise Materials - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
HQ/Regional Plans/SOP - - - - - -
General Operational -------------------------------------------------------------------------------------------------------------
Plans Concept Development - - - - - -
Development -------------------------------------------------------------------------------------------------------------
Operating Procedures - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Federal Response Plan (FRP) - - - - - -
-------------------------------------------------------------------------------------------------------------
FAA Order 1900.1E - - - - - -
-------------------------------------------------------------------------------------------------------------
Emergency Emergency Response Operations - - - - - -
Response -------------------------------------------------------------------------------------------------------------
Planning Crisis Management - - - - - -
-------------------------------------------------------------------------------------------------------------
National/Regional Emergency Planning - - - - - -
-------------------------------------------------------------------------------------------------------------
P.L. 93-288 as Amended - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Inter-Agency Department/Agency Interface/Interaction - - - - - -
Relations -------------------------------------------------------------------------------------------------------------
Multiple Agency Planning - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Meeting Coordination Planning Support - - - - - -
Coordination -------------------------------------------------------------------------------------------------------------
Techniques Coordination Processes - - - - - -
-------------------------------------------------------------------------------------------------------------
Department/Agency Rules & Responsibilities - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Seminar/Workshop Development/Conduct - - - - - -
Group -------------------------------------------------------------------------------------------------------------
Processes Training Sessions Conduct - - - - - -
-------------------------------------------------------------------------------------------------------------
Instructional Aid Development - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Education MS MA MS MS MS MS
- -----------------------------------------------------------------------------------------------------------------------------------
Security Clearance (SECRET or higher) - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
-------------------------------------
PROJECT PERSONNEL
-------------------------------------
- ------------------------------------------------------------------- Larry Dave Paul
SKILL AREAS SKILLS * O'Dea Rajala Carson
- ---------------------------------------------------------------------------------------------------------
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Exercise Design - - -
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Exercise Exercise Documentation Development - - -
Development & -----------------------------------------------------------------------------------
Conduct Exercise Conduct & Evaluation - - -
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Training Aids & Exercise Materials - - -
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HQ/Regional Plans/SOP - - -
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Plans Concept Development - - -
Development -----------------------------------------------------------------------------------
Operating Procedures - - -
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Federal Response Plan (FRP) - - -
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Emergency Emergency Response Operations - - -
Response -----------------------------------------------------------------------------------
Planning Crisis Management - - -
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National/Regional Emergency Planning - - -
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P.L. 93-288 as Amended - - -
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Inter-Agency Department/Agency Interface/Interaction - - -
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Multiple Agency Planning - - -
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Meeting Coordination Planning Support - - -
Coordination -----------------------------------------------------------------------------------
Techniques Coordination Processes - - -
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Department/Agency Rules & Responsibilities - - -
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Seminar/Workshop Development/Conduct - - -
Group -----------------------------------------------------------------------------------
Processes Training Sessions Conduct - - -
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Instructional Aid Development - - -
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Education MA BS MA
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Security Clearance (SECRET or higher) - - -
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</TABLE>
that 2 people fully committed to the project, backed up with a qualified
support staff can support this project as detailed in the SOW. We would also
note that as many as 30 additional exercise knowledgeable surge staff members
could be provided from Titan resources, if an exercise of that magnitude was
directed.
3-9
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<PAGE>
MR. JOHN CHAMBERS has been selected to lead this effort because of his
extensive experience and demonstrated performance as the Project Manager on the
current FAA NSEP Program. He understands the FAA and its mission, the FAA
relationships in the Emergency Operations Program (EOP), and both the Federal
Response Plan and FAA Order 1900.1E. He is well versed in the difficulties that
face local, State, and Federal responders following a major disaster, having
worked with a number of these individuals over recent years on disaster
preparedness exercises. He has more than 25 years of experience in the design,
development, operation, and evaluation of major C3I systems. He has also
designed, developed, documented, and evaluated crisis management exercises and
related activities in support of national-level programs since 1989. Mr.
Chambers is experienced in a variety of challenges within an environment which
include interactions between the White House, many Federal D/As, the Congress,
and the private sector. Add to this 28 years of commissioned service with the
U.S. Air Force, including command of two Strategic Air Command Wings, and you
find an individual ideally suited to perform as Project Manager on this critical
FAA program.
MR. COLIN HARDING is a major contributor on the current FAA NSEP Program.
As such, he has been involved in the development and conduct of the nine FAA
regional training sessions conducted to date. For all of these sessions he has
served as the lead moderator/facilitator. He has also assisted in the
development of a series of essential functions in support of emergency
operations for the FAA Headquarters which will form the basis for revising the
FAA Emergency Operations Plan. He has also provided exercise and evaluation
support for a number of national level programs in the national security
emergencies and crisis management area.
3-10
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[LOGO] TITAN
SUPPORT STAFF MEMBERS. With over 100 qualified technical employees at its
Reston, Virginia, facility performing on a variety of programs requiring similar
skills, Titan can immediately provide personnel to meet unforeseen requirements
that could arise. Our solid performance record, corporate commitment, and
competent, qualified labor base permit Titan to ensure the continued
availability of the required number of professionals to support this effort in
the exercise and/or operational planning area. Our support staff members have
extensive exercise and emergency management experience. A brief summary of their
experience follows:
- MR. JOHN CRITTENDEN is currently the Titan Program Manager of the
FEMA Exercise Support contract. As such, he is providing training
and exercise support to FEMA and other Federal D/As participating in
a wide variety of exercises, including NATO Civil-Military, Chairman
of the Joint Chiefs of Staff (OJCS), Sponsored Mobilization and
Mobility and Domestic Nuclear Terrorist events. He is personally
responsible for the development of exercise concepts and objectives,
exercise scenarios, control staff instruction, master scenario event
lists, and the development of schedules which culminate in a set of
exercise plans. He also has extensive experience in the OJCS
Exercise Evaluation Program.
- MR. TENHO HUKKALA is a line and program manager with over 25 years
of experience in military and civil planning, training, and
exercising, including over 12 years in supporting FEMA and other
Federal D/As with systems, operational, and concept planning,
training, and exercise design, conduct, and evaluation. He has
worked extensively with the Federal D/As at National and regional
levels involved in national security and FRP response. For the past
two years, he has been the Program Manager for Titan support to the
U.S. Army-FEMA CSEPP exercise program. As such, he oversees all
aspects of Titan's exercise
3-11
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<PAGE>
programmatic, design, conduct, and evaluation support to the
communities around the eight CONUS Army toxic chemical storage
locations and the interface of the exercise activity with other
CSEPP functional activity, e.g., automation, planning, and public
affairs.
- MR. ALAN NASON is an experienced Titan manager responsible for the
analysis, design, development, and implementation of training
programs. He has developed and conducted an extensive training
program for the FEMA ERTs. In doing so, he planned and developed a
concept and implementation schedule for the program to enhance the
performance of the ERTs in their emergency response roles.
- MR. LAWRENCE O'DEA is a Senior Systems Analyst with over 25 years of
experience in military and civil planning/training, and exercising,
including over 10 years in supporting FEMA with systems, operational
and concept planning and design and conduct of exercises. His
experience includes the national security, natural disaster, and
technological hazard arenas. He is familiar with the FRP, NCP, and
FRERP and their Federal D/As representatives at both the National
and regional levels. For the past two years, he has been a Titan
task/site leader for the U.S. Army-FEMA CSEPP exercise program. In
doing so, he provides exercise design, conduct, and evaluation
support to the communities around the eight CONUS Army toxic
chemical storage locations.
- MR. DAVID RAJALA has been responsible for the design and development
of the NCS's NTMRS Reference Series (REDBOOKS). He has also been
responsible for the preparation of documents and the performance of
tasks to support pre-exercise planning and training, exercise
control and evaluation, and post-exercise
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[LOGO] TITAN
assessments for national level programs. He is experienced in
conducting national level vulnerability assessments of national
telecommunications systems and networks. He is also currently
involved in several automation and systems engineering projects that
support FAA headquarters.
- MR. JAMES REDINGTON is responsible for providing training and
exercise support to the Department of Justice/Immigration and
Naturalization Service (DOJ/INS), which focuses on the
identification of issues that relate to mass immigration situations
in order to test the Federal Government's response to such
emergencies. He has also been personally involved in a comprehensive
review of existing Federal D/As plans as the basis for the
development of NSEP and Continuity of Government (COG) plans. In
doing so, he supported FEMA and the rest of the Federal D/A's in a
total review and integration effort for a comprehensive all-hazard
preparedness response and recovery planning as part of the Federal
Response Plan (FRP).
3.1.5 CORPORATE LEADERSHIP
Mr. Paul Carlson is a Titan Systems Group Executive Vice President and the
General Manager of Emergency Management Systems. He is an experienced line and
program manager and currently oversees much of Titan's support to the Federal
community and all Titan programs in support of Emergency Preparedness. This
includes the current FAA National Security Emergency Preparedness (NSEP)
Program. To ensure the highest corporate commitment to the FAA, Mr. Carlson will
continue to personally provide corporate oversight to this FAA program and will
assure the ready availability of all required assets needed for continued
success.
3-13
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<PAGE>
Mr. Carlson will, as he has done under the current project, support
various tasks. This support has included attending periodic planning meetings
with the FAA Project Officer and the Emergency Operations Manager (ADA-20),
reviewing and contributing to documentation development, and participation
during conduct of the exercises. (Mr. Carlson supported conduct of exercises in
the Southern and Western Pacific Regions under the current contract.) Mr.
Carlson reports directly to the Executive Vice-President of the Titan
Corporation, Mr. A. E. Knauf, who has also pledged his continued support as well
as that of the entire Titan Corporation to this effort.
3.2 RESUMES OF THE TITAN TEAM
This section presents the resumes of the Titan team. The resumes
illustrate our understanding of the skills and experience necessary to
successfully accomplish project objectives and the unquestionable ability of the
proposed team to do just that. We present the qualifications of our Corporate
Leadership, Mr. Paul Carlson, our Project Manager, Mr. John Chambers, Mr. Colin
Harding who will provide principal support to the effort, and our support staff.
3-14
<PAGE>
[LOGO] TITAN
PAUL L. CARLSON
CORPORATE LEADERSHIP
EDUCATION
M.A., Political Science, Temple University. 1971
B.A., Economics, Arizona State University, 1959
AREAS OF EXPERTISE
- Twenty-four years of experience in management, technical
performance, planning implementation, and operations of tactical and
strategic C3 systems. Fourteen years experience in planning,
training, exercise support, and system development for the Federal
Emergency Management Agency (FEMA) National security/civil emergency
preparedness program, and FAA NSEP Programs, and numerous JCS/DOD
training and exercise programs
- Designed, conducted, and evaluated exercises in support of
government organizations at Federal, State, and local levels from
1981 to present
- Developed training plans and conducted training for crisis
management staffs of civil and military organizations
- Over thirteen years of experience in interagency planning and
coordination and the development of systems, operations, and concept
plans and implementing procedures
- Served as chief planner for Headquarters, U.S. European Command
Crisis Action Team in support of various contingency operations.
3-15
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<PAGE>
SUMMARY OF RELEVANT EXPERIENCE
As an Executive Vice President with Titan Systems Group and the General
Manager, Emergency Management System, Mr. Carlson provides management oversight
and direct support to a variety of civil and military emergency preparedness
programs. The focus of division activities includes operational test and
evaluation; exercise design, conduct, and evaluation; communications planning,
operations, and engineering; training and gaming; and system development,
engineering, and integration.
Since joining Titan in 1982, Mr. Carlson has directly led or participated
in system development and integration efforts related to several C(3) programs
with emphasis on requirements analysis, concept development/planning, and test
and evaluation (T&E) and exercise support. The scope of his activities included
design, conduct, and evaluation of civil participation in various exercises and
required extensive and continuous interaction with the 26 D/As composing the
Federal civil emergency preparedness community.
Currently, Mr. Carlson provides oversight of the FAA's NSEP Program, the
FEMA Exercise Program, and FEMA/Department of the Army Chemical Stockpile
Emergency Preparedness Program (CSEPP). In addition, he has actively
participated in exercises in each of these areas. For example, for CSEPP, he has
supported exercise design (scenario and MSEL/implementer development), conduct
(response cell member and county controller), and evaluation (county evaluator).
From 1980 to 1982, Mr. Carlson was a member of the technical staff of The
Analytical Sciences Corporation (TASC) (1980-1982), where he specialized in
civil emergency preparedness
3-16
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[LOGO] TITAN
contingency planning and provided technical assistance in the design, conduct,
and evaluation of several major military-civil exercises.
Prior to joining TASC, Mr. Carlson served 20 years in the U.S. Marine
Corps. His experience included systems and operations planning, command center
operations, crisis management, and training management at increasing levels of
responsibility. Throughout his military career, he was involved in planning,
design, conduct, and evaluation of exercises ranging from battalion up to the
national level such as NIFTY NUGGET, WINTEX, and REFORGER. His crisis management
military experience included serving as the chief planner on the HQ U.S.
European Command Crisis Action Team (1977-1980) for several contingency
operations.
SECURITY CLEARANCE
Mr. Carlson has a TOP SECRET clearance.
3-17
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
JOHN CHAMBERS
PROJECT MANAGER
EDUCATION
Doctorate, Public Administration, (ABD), University of Southern California, 1979
M.S., Systems Management, University of Southern California, 1971
B.A., Pre-Law/Political Science, Ohio State University, 1959
AREAS OF EXPERTISE
- More than 25 years of experience in the design, development,
operations, and evaluation of large technical systems. Ten years of
experience in the planning, requirements, policy development, and
inter-agency coordination arenas (i.e., White House, Congress, OSD,
JCS, Air Force, FEMA, FAA, and State and local operations in Arizona
and Arkansas).
- Over 10 years experience in field supervision, with overall
responsibility for safety, training, certification, maintenance,
quality control, personnel management, and command and control of
large military combat units.
- Designed, developed, documented, conducted, and evaluated crisis
management exercises and related activities in support of government
organizations since 1989.
SUMMARY OF RELEVANT EXPERIENCE
Mr. Chambers is currently the Project Manager providing technical services
in support of FAA NSEP Program. He has managed and participated in the seven
headquarters-sponsored regional exercises conducted during 1994. In addition, he
is currently planning and coordinating
3-18
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[LOGO] TITAN
seven exercises for 1995, to include the Technical Center, Mike Monroney
Aeronautical Center, and additional regional exercises. He also prepared script
materials used by the Deputy Administrator to make the video tape now shown to
introduce exercise activities. He's authored several papers and news articles
used by the regions in post-exercise activities. He produced a planner's
briefing to show how to identify and define essential functions in direct
support of Order 1900.1E.
Since joining Titan in 1989, Mr. Chambers has participated in many
activities involving comprehensive command and control hardware and coordination
between many agencies within the Executive Branch of government. He served as
the Titan Program Manager for a National-level, complex test and evaluation
program involving comprehensive command and control hardware and teamwork
between many agencies. In 1993, he authored a comprehensive, detailed handbook
now used as a reference on how to design, implement, and evaluate large test and
exercise activities. In 1993, he also authored a major portion of the first
Federal Emergency Management Agency (FEMA) operational handbook on U.S. civil
agency emergency operations support to NATO.
Prior to joining Titan, Mr. Chambers served 28 years in the U.S. Air
Force. His experience was balanced between policy level (headquarters
assignments in Congressional Budget processes, systems analyses, weapon system
requirements, and strategy formulation) and field level assignments which
included postings as the Commander of two strategic missile wings.
SECURITY CLEARANCE
Mr. Chambers has a TOP SECRET clearance.
3-19
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
COLIN HARDING
PRINCIPAL STAFF
EDUCATION
M.S., International Relations, University of Southern California, 1981
M.A., Education, University of Southern California, 1969
B.A., Political Science, Knox College, 1963
AREAS OF EXPERTISE
- Over 25 years experience in civil-military current intelligence,
emergency operations, and crisis management planning, training, and
exercising, including 10 as a contractor supporting Department of
Defense (DOD), Defense Intelligence Agency (DIA), Federal Emergency
Management Agency (FEMA), and other Federal D/As.
- Served as facilitator/moderator for the first (1992-1994) series of
Federal Aviation Administration (FAA) regional catastrophic disaster
response table-top exercises throughout all nine FAA regions.
- Served as Program Manager over a period of seven years for a series
of exercise support and evaluation projects in the areas of national
security emergencies and crisis management for the DOD, DIA, FEMA,
and others.
- Supported the planning effort to determine essential emergency
functions within Hq FAA to support revision of FAA Emergency
Operations Plans.
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[LOGO] TITAN
SUMMARY OF RELEVANT EXPERIENCE
In support of the FAA's emergency operations program, Mr. Harding has
served as the facilitator/moderator for the first series of nine regional
catastrophic disaster response table-top exercises. These included four
exercises based upon earthquake scenarios, four on hurricane scenarios, and one
on a technological disaster scenario. In addition, Mr. Harding assisted in the
development of the exercise support documentation, to include briefings;
moderators handbooks; and group leader, player, and response handbooks. His
support also included scenario development, development and presentation of
briefings, and development of exercise support documentation.
Mr. Harding has also served as the Program Manager in support of the
FEMA's national security-related exercise program. This support involved not
only involvement in FEMA exercises, but also FEMA's participation in exercises
sponsored by the Office of the Secretary of Defense (OSD)/Joint Chiefs of Staff
(JCS), and the North Atlantic Treaty Organization (NATO). Previously, Mr.
Harding had served since 1989 as Titan Program Manager for two projects
providing exercise and evaluation support for a number of national-level
agencies in the areas of national security emergencies and crisis management.
His responsibilities included developing all supporting documentation to include
exercise plans, control plans and player guides and handbooks, and post-activity
evaluation reports. He has provided extensive briefing support to a wide range
of customers such as scenario briefings, concept briefings, training and
orientation briefings, after-action and evaluation briefings. In addition, Mr.
Harding was responsible for the development and presentation of numerous
training modules.
3-21
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<PAGE>
Mr. Harding is also the Titan lead for providing emergency operations and
crisis management support to the commercial sector by designing and developing
disaster preparedness, response, and recovery exercises, games, simulations, and
table-tops. These are designed to assist the business and other non-government
sectors to deal with the problems of business and operational continuity in a
crisis situation.
Prior to joining Titan, Mr. Harding served with the Space Applications
Corporation (SAC) as Project Manager in charge of providing intelligence
exercise design and development to the OSD/OJCS Exercise and Evaluation effort
to the DIA. This included development of scenarios, MSELs and implementers, and
intelligence collection plans, as well as numerous controller, player, and key
player STARTEX briefings for a series of national security events. In addition,
Mr. Harding was the Project Manager responsible for providing exercise and
training support to DIA as part of the Continuity of Defense Intelligence System
(CODIS), as well as Project Manager for providing operational support to FEMA as
part of their Continuity of Government (COG) Program.
SECURITY CLEARANCE
Mr. Harding has a TOP SECRET clearance.
3-22
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[LOGO] TITAN
JOHN H. CRITTENDEN
SUPPORT STAFF
EDUCATION
M.A., Criminology and Corrections, Sam Houston State University, 1972
B.A., Sociology, University of Wyoming, 1960
U.S. Army Command and General Staff College, 1977
AREAS OF EXPERTISE
- Thirty years of experience in operational planning, training, and
exercise conduct and evaluation including more than ten years in
direct support of FEMA and DOD programs.
- Managed and provided technical support for the FEMA Exercise Program
- Managed and provided technical support for the OJCS Exercise
Evaluation Program
- Four years of experience performing analysis of military command and
control processes and requirements, baseline architectures, and the
design and evaluation of logistic aspects of JCS Command and Post
Exercises.
- Performed structured analysis of the command and control processes
and requirements at Headquarters, Department of the Army for the
Army Worldwide Command and Control Information Center (AWIS)
- Performed in a series of positions of increasing responsibility in
the U.S. Army including command at the unit level and staff
positions at battalion, brigade, division, and major command levels
during 23 years of military service.
3-23
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<PAGE>
SUMMARY OF RELEVANT EXPERIENCE
From July 1990 to present, Mr. Crittenden has provided exercise technical
support to the FEMA Exercises Division, as a Task Leader and Program Manager. He
has prepared or assisted in the preparation of the full range of documentation
required to support FEMA and other Federal D/As participating in a wide variety
of exercises including NATO Civil-Military, CJCS-sponsored Mobilization and
Mobility, and Domestic Nuclear Terrorist scenarios. In addition, Mr. Crittenden
developed a number of scenarios used in a series of natural disaster-based
exercises for the Department of Agriculture. Mr. Crittenden is also the author
of the FEMA Comprehensive Exercise Program (CEP) Overview, the document which
establishes the new FEMA approach to their entire exercise program.
Mr. Crittenden provided technical support for the Office of the Secretary
of Defense (OSD)/Joint Chiefs of Staff (JCS) Exercise and Evaluation Program
from July 1987 to July 1990 as Program Manager and Technical Area Specialist.
Support involved preparation of a series of documents required to support each
of the three phases (pre-exercise planning and training, exercise execution, and
post-exercise) associated with OJCS-sponsored Command Post Exercise (CPXs). He
managed the Titan OJCS exercise support contract with responsibilities for
schedule compliance, quality of performance, and cost control and assisted in
the design and evaluation of logistic aspects of CPXs and JCS J-4
mini-exercises.
Mr. Crittenden also supported the effort to revise the JCS JULLS raw
database, which consisted of over 6,000 files, through rewriting, consolidating,
or eliminating existing lessons learned to create a more useful database. He
also participated in producing a C3 architecture for the Non-Strategic Nuclear
Force (NSNF) Commands and a skeletal worldwide NSNF
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[LOGO] TITAN
architecture. He assisted in revalidating the DCA/USPACOM NSNF C3 Architecture
by applying a postulated nuclear threat against the USPACOM C3 baseline and
assessing its impact on NSNF baseline C3 capabilities.
Prior to his exercise support, Mr. Crittenden assisted in the AWIS efforts
for the definition of C3I system requirements, technical specifications, and
structured ADP design architectures for the Army's major commands. He
interviewed users on-site and translated user functional requirements into
technical requirements using Yourdon/DeMarco structured design methodology and
performed as Team Leader of the Functional Analysis Team responsible for
analyzing the command and control process at HQDA. He has defined user
requirements and information interfaces and served as a member of the functional
analysis team which identified, evaluated, and documented command and control
requirements. In addition, he served as a project member, responsible for the
development of a revised functional description for HQDA and the Army War
College and assisted in the development of the revised Technical Analysis and
Cost Estimate (TACE) and the systems specifications documents for these sites.
During his military service, Mr. Crittenden served as an Action Officer
and Chief, Southwest Asia Team, Office of the Deputy Chief of Staff, Logistics,
Headquarters, Department of the Army, where he was responsible to plan, conduct,
and review logistics aspects of Joint and Service plans and actions. He
developed and staffed actions involving USCENTCOM and Third U.S. Army
contingency missions in Southwest Asia and coordinated programs for identifying
and obtaining supplies and equipment to be placed in a unique storage
environment. He also participated in JCS-sponsored CPXs as a member of the
Logistics Readiness Center
3-25
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<PAGE>
element of the Army Operations Center. Other military assignments provided
experience in operations and contingency planning, training, and exercise
conduct and evaluation.
SECURITY CLEARANCE
Mr. Crittenden has a TOP SECRET clearance.
3-26
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[LOGO] TITAN
TENHO R. HUKKALA
SUPPORT STAFF
EDUCATION
M.S., Physics (Nuclear Effects Engineering), U.S. Naval Postgraduate School,
1957
A.B., Mathematics and Physics, Ripon College, cum laude, 1952
U.S. Army War College, 1971
U.S. Army Command and General Staff College 1965
AREAS OF EXPERTISE
- Over twenty five years experience in action-oriented management,
operational analysis, training, and research and development of
programs dealing with national security and conduct and support of
combat operations.
- Currently serving as Project Manager for exercise support for the
Chemical Stockpile Emergency Preparedness Program (CSEPP), jointly
managed by the United States Army and the Federal Emergency
Management Agency (FEMA).
- Managed and directed the support for FEMA in catastrophic earthquake
response planning and exercises.
- Designed, developed, conducted, and evaluated numerous national
security training and exercise events in support of FEMA's national
preparedness programs.
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<PAGE>
SUMMARY OF RELEVANT EXPERIENCE
From April 1990 to present Mr. Hukkala has organized and managed the
development and coordination of concepts, plans, and procedures for high
priority programs of national significance for which FEMA has lead
responsibility. He led and participated in the design, development, conduct, and
evaluation of training activities and exercises dealing with emergency
preparedness, emergency response operations, and crisis management programs, and
provided extensive assistance and support for the planning and analysis of all
aspects of national security and natural disaster activities at the Federal,
regional, and State/local levels.
Mr. Hukkala currently serves as Project Manager for exercise support for
the Chemical Stockpile Emergency Preparedness Program (CSEPP). In this capacity,
he oversees and directs the activities of the Titan project staff, which
includes two subcontractors, in the planning, design, development, conduct,
support, and evaluation of joint Federal/State/local exercises at eight chemical
munition storage locations in the continental United States. He has served as
Program Manager in support of highly sensitive national security programs for
FEMA's National Preparedness Directorate and provided expert advice and
assistance concerning operational enhancements for these programs.
From December 1986 to April 1990 while a member of the System Planning
Corporation (SPC), he organized and led the development and presentation of
numerous FEMA training and exercise events dealing with national security and
disaster response operations to high-level national and regional Federal
officials. Specifically, he was the designer and deputy chief controller of
RESPONSE 89 (August 1989) held in Sacramento, California, which proved to be a
very successful exercise involving a coordinate Federal/State response to a
simulated
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[LOGO] TITAN
earthquake in northern California. In this effort, he was the principal author
of the exercise plan (EXPLAN), players' handbook, controllers' handbook, and
evaluation plan for the exercise, and organized and conducted the pre-exercise
training for players, controllers, and evaluators. He also developed the
concept, design, and EXPLAN for RESPONSE 90, the next in a series of earthquake
response exercises, involving a catastrophic earthquake disaster on the Wasatch
Fault in northern Utah.
While with SPC Mr. Hukkala also planned and conducted validation sessions
of a specialized FEMA emergency operations computer-assisted training program to
familiarize users with the emergency environment and functional problem-solving
exercises. In addition to the preparation of an authors' guide for
computer-assisted training, he participated in the evaluation, modification, and
documentation of an emergency communications network simulation model.
SECURITY CLEARANCE
Mr. Hukkala has a TOP SECRET clearance.
3-29
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<PAGE>
ALAN B. NASON
SUPPORT STAFF
EDUCATION
Doctoral Student (Ed.D), Adult Education/Human Resource Development, Virginia
Polytechnic Institute, December 1996
M.S. Curriculum Development and Supervision, Akron University, 1975
B.S., General, United States Military Academy, 1966
AREAS OF EXPERTISE
- Over twenty eight years of experience in the analysis, design,
development and implementation of training programs the last six of
which have been in direct support of FEMA's National Security
Emergency Preparedness programs.
- Project Leader/Program Manager for training/seminar support for the
U.S. Department of Agriculture State Emergency Board training
program.
- Primary developer for a program to identify requirements and
associated strategies for FEMA employee training and management
development.
- Twenty two years experience in the development and implementation of
training programs for the U.S. Army.
SUMMARY OF RELEVANT EXPERIENCE
From October 1988 to the present Mr. Nason has developed and conducted a
series of emergency management training workshops for senior and mid-level
members of 26 Federal departments and agencies. He coordinated the media,
content, location, and evaluation
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methodology with senior Department officials throughout the Washington, D.C.
area and in the 10 Federal Regions. He developed workbooks and other training
materials used in the workshops and performed as a facilitator for small and
large group discussions. Mr. Nason supervised, trained, and assisted a team with
the development, presentation, and management of over 15 computer-assisted
training lessons using FEMA's Computer-Assisted Training Support System (CATSS).
This included research, writing, and development of lessons; review and critique
of lessons in progress; technical assistance and guidance on creating effective
training; quality assurance checks of final products; and the distribution of
over 1,600 lesson diskettes to the 10 FEMA Regions and 26 Federal departments
and agencies.
During this period he also planned and developed a concept and
implementation schedule for a program to enhance the performance of FEMA
employees in their day-to-day and emergency response roles. He established an
analysis program, using the Systems Approach to Training, to determine
performance enhancement requirements and associated training strategies that
maximize training resources. Mr. Nason planned and developed a concept for a
management development program for FEMA supervisors that provides for the
identification of management competencies and training sources, and enables
logical and systematic career progression.
Mr. Nason designed, developed, and conducted a training program for USDA
State Emergency Board members. He developed geographically-based scenarios,
discussion guides, briefings, and all required training materials. He conducted
and facilitated large and small group discussions involving over 120
participants at each of four locations.
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During his military career he led a team that developed the Military
Qualification Standards Program using Instructional Systems Design and Systems
Approach to Training techniques. This program served as a task-based training
and performance measurement guide for U.S. Army officers. He managed the design
and establishment of the Army's Combined Arms and Services Staff School at Fort
Leavenworth, Kansas, and pioneered an innovative curriculum using small group
instruction with senior officers as mentors. He also established the major
objectives and topics of instruction. Mr. Nason managed the day-to-day
operations of the U.S. Military Academy Preparatory School's academic, athletic,
logistic, and administrative divisions. He directed a staff and faculty of over
75 professional and wage-grade employees, and streamlined the school's
organization by removing redundant positions and increasing automation. He kept
the school at full strength through effective recruiting and retention programs,
and served as the school's labor relations point of contact and negotiator while
maintaining a healthy labor-management climate. He successfully renegotiated two
contract agreements with the local labor union that included work hours,
conditions of employment and grievance procedures.
SECURITY CLEARANCE
Mr. Nason has a TOP SECRET clearance.
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LAWRENCE P. O'DEA
SUPPORT STAFF
EDUCATION
M.A., Administration of Justice, Wichita State University, Wichita, KS, 1977
B.A., Education, Niagara University, Niagara Falls, NY, 1961
U.S. Army Command and General Staff College, Ft. Leavenworth, KS, 1977
AREAS OF EXPERTISE
- Over twenty five years of experience in the development, management,
and evaluation of complex C3 systems.
- Conducted, led, and supervised a variety of SETA tasks for FEMA NSEP
programs
- Extensive experience in military and civilian systems planning and
operations planning
- Controller/evaluator and planner experience in military and civil
preparedness exercises
- Conducted system level, functional, and personnel/training
requirements analyses
SUMMARY OF RELEVANT EXPERIENCE
From October 1984 to present Mr. O'Dea has supported FEMA with systems,
operational and concept planning and design and conduct of exercises. He is
currently serving as a task/site leader for the U.S. Army-FEMA Chemical
Stockpile Emergency Preparedness Program (CSEPP) Exercise Program. As such he
provides exercise and evaluation support to
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joint FEMA-U.S. Army efforts to enhance emergency preparedness at and around
eight CONUS Army sites storing chemical munitions. He plans exercises, prepares
EXPLANs, COSINs, MSEL/Implementers, and other documentation, and supports the
conduct of planning meetings and exercises. He also facilitates the conduct and
documenting of evaluations. Mr. O'Dea has provided SETA support to FEMA in the
development of Federal Civil Domestic all-hazard emergency response
capabilities. He reviewed the Federal Response Plan for needed systems
engineering and information systems support and enhancements, and assisted in
defining a multi-mission information processing and exchange architecture.
He has provided support to the FEMA Office of Civil Defense in the
development of a methodology to document and measure State and local government
emergency preparedness capability. In doing so he defined requirements and
developed and implemented a design for the overall evaluation and assessment
program and its supporting automation. Mr. O'Dea developed requirements,
concept, and design for a supporting exercise program and revised the EXPLAN and
EVAL PLAN, finalized the MSEL, and acted as controller/evaluator for CIVEX-90.
Finally he evaluated specific programs and programmatic guidance for consistency
with the new methodology.
Mr. O'Dea provided support to FEMA for emergency management team
development and training at the Federal National and regional levels. He
identified and documented requirements for a regional emergency response
capability and authored/coordinated research and preparation of emergency
response-related issue papers. He also authored a document that described the
current status of the domestic emergency management infrastructure at Federal
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regional, State, and local levels of government. During exercises he served as a
member of the domestic response cell in NSEP exercises.
Mr. O'Dea provided functional and requirements analysis and OPLAN and
documentation support to FEMA for emergency preparedness/C3 program development.
He has conducted requirements analysis and definition on a variety of personnel
and training topics. He was responsible for the development of program
reliability standards for emergency team members. Mr. O'Dea developed the
training standards for emergency team members and was the primary/contributing
author to OPLANs, OPLAN Annexes, and implementing SOPs for emergency response
team functions. He also evaluated supporting/implementing OPLANs and SOPs, and
exercise and evaluation documents for content and consistency with system-level
developmental documentation. Finally he conducted tabletops to instruct and
train emergency response team members.
While a member of the U.S. Army he had command responsibility for
operations and continuous planning, testing, and training, to include those
related to Army ground responsibility in the Washington, D.C. area. He developed
area-oriented OPLANs in support of the White House and Vice President's
quarters, DOD and HQDA COOP, and response to nuclear and chemical
accidents/incidents.
SECURITY CLEARANCE
Mr. O'Dea has a TOP SECRET clearance.
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<PAGE>
JAMES REDINGTON
SUPPORT STAFF
EDUCATION
M.S., Counseling and Guidance, Troy State University, 1973
B.A., Psychology, Troy State University, 1971
U.S. Army Command and General Staff College, 1982
AREAS OF EXPERTISE
- Twenty-three years of operations and planning experience, including
the development of plans and concepts, review and analysis of
existing plans including continuity of government, national security
emergencies, and disaster response.
- Eight years of concentrated activity in crisis management, command
and control, exercises, simulations and gaming design.
- Four years as the primary contractor to the Federal Emergency
Management Agency in support of the Federal Response Plan and Mass
Immigration Emergency Plan, including the development of the
Incident Annex to both plans.
- Exercise support to the Department of Justice and the Federal
Emergency Management Agency for the Federal Response Plan and Mass
Immigration Emergency Plan, including the development of the
Incident Annex to both plans.
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SUMMARY OF RELEVANT EXPERIENCE
Mr. Redington has extensive experience in the areas of operations planning
and exercise design, conduct, and evaluation. Since 1988, he has been involved
in exercise and planning activities that involve interagency coordination
between the departments and agencies of the Federal government, Federal and
Regional levels of government, and Federal and State/local governments.
For the past four years, Mr. Redington was the program manager for the
Federal Emergency Management Agency's planning support and technical assistance
contract. This effort dealt with the Federal Response Plan, continuity of
government plans, and continuity of operations plans. In addition to plan
development, Mr. Redington helped develop the concepts of operations for several
plans dealing with national security emergencies. Additionally, he wrote a
generic planning guide and operations plan format for use by the Federal
departments and agencies.
Mr. Redington also provided support to both the Interagency Advisory Group
and the Annex Planning Leaders. The Interagency Advisory Group is composed of
over twenty-six emergency planners from departments and agencies who deal
primarily in the areas of national security. The Annex Planning Leaders, is also
a multi-department/agency planning body but whose focus is on the Federal
Response Plan. Mr. Redington developed the Northridge Earthquake Summary Report
for the Catastrophic Disaster Response Group. He also attended the monthly
meetings of the Annex Planning Leaders and subsequently produced the minutes for
each meeting. Because of his monthly support to both of the two primary Federal
planning communities and their various working groups, he has an extensive and
current knowledge of
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the interagency planning process, the interagency planning community, and the
current cross cutting issues being explored.
Mr. Redington is currently managing the Department of Justice effort to
exercise the Mass Immigration Emergency Plan. This plan, similar to the Federal
Response Plan, is a multi-department and agency coordinated response to an
emergency. The level of effort involves the development, conduct, and evaluation
of a series of one-day tabletop seminars and two-day tabletop exercises to be
conducted in Washington, D.C. and in Florida. Mr. Redington has been involved in
this effort since its inception, and is developing a series of seminars and
tabletop activities to exercise the Incident Annex.
In addition to his current experience with the Federal Response Plan, Mr.
Redington has extensive experience in the areas of gaming, tabletops, and
exercise design, conduct, and evaluation. As Chief of the Command Post Exercise
Branch, United States Central Command from June 1983 to April 1986, Mr.
Redington was responsible for the design and development of exercise plans for
national level and compartmented exercises. He was the primary action officer
for a command post exercise requiring the movement of over 30,000 personnel and
exercise support equipment. While serving as a consultant to the Federal
Emergency Management Agency from May 1988 to May 1989, he developed a five-year
Gaming and Exercise Plan, the regional five-year plan, and a gaming program
consisting of 14 functional group games and national exercises. Mr. Redington
served as FEMA's primary point of contact to numerous inter-agency coordination
and planning groups and participated in other Federal D/A training and exercise
events.
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Since joining Titan in 1989, Mr. Redington has supported the Federal
Emergency Management's operational support effort in which he was responsible
for the development of a comprehensive training program for regional emergency
management teams. He developed interactive workshops dealing with national
security emergency preparedness and coordinated training of over 800 personnel
with twenty-six departments and agencies and ten regional offices. Mr. Redington
analyzed emergency preparedness planning conducted by departments and agencies,
developed training materials in support of national security emergencies, and
was responsible for training program evaluation.
SECURITY CLEARANCE
Mr. Redington has a TOP SECRET clearance.
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DAVID RAJALA
SUPPORT STAFF
EDUCATION
B.S., Business Management, American Technological University, Killeen, TX, 1976
U.S. Army Command and General Staff College, Fort Leavenworth, KS, 1981
U.S. Army Field Artillery Officer Advanced Course, Fort Sill, OK 1975
U.S. Army Rotary Wing Officer's Aviation Course, Hunter AAF, GA, 1970
AREAS OF EXPERTISE
- Over twenty eight years of experience in communications and ADP
related programs with the last eight in direct support of the
National Communications System (NCS), FEMA and the FAA.
- Developed national interest telecommunications documentation for use
by the twenty-six departments and agencies as well as the ten FEMA
Regions.
- Conducted national telecommunication damage assessments used in
conjunction with the development of training exercises and plans.
- Currently serving on a team that is providing automation and systems
engineering support to FAA Headquarters.
SUMMARY OF RELEVANT EXPERIENCE
Mr. Rajala is currently supporting FAA Headquarters with automation and
system engineering assistance. Additionally over the last six years Mr. Rajala
authored for the NCS the National Telecommunications Management Reference Series
(NTMRS) which is a series of
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technical references on national-interest telecommunications systems/networks to
support emergency telecommunications management activities for the federal
government departments and agencies and the ten Standard Federal Regions. He has
served as task leader and lead technical analyst responsible for the planning
and development of all aspects of document development. He collected and
validated detailed information on fifty-six commercial and government
telecommunications systems encompassing the cellular, switched voice, data, high
frequency radio, satellite, and broadcast segments. Mr. Rajala has also
developed telecommunications baseline assessments for the NCS. The
telecommunications baseline assessments provided a dependable first-order
assessment of CONUS telecommunications facilities to determine vulnerability,
survivability, and connectivity of the Nation's critical networks following a
catastrophic event. He planned, designed and implemented a microcomputer ADP
system to establish a baseline of national telecommunications assets. He also
designed and implemented microcomputer software to assess nuclear effects on the
same assets.
Mr. Rajala has provided technical support to the OJCS Exercise Evaluation
Program which involved the preparation of documents and the performance of tasks
to support pre-exercise planning and training, exercise control and evaluation,
and post-exercise control and evaluation, and post-exercise assessments
associated with JCS exercises. He managed the ADP aspects of exercise design,
control and evaluation and designed and implemented microcomputer software tools
to aid in the development of MSELs, implementing documents, COSIN and the Joint
Universal Lessons Learned System (JULLS) of the Joint Staff. In conjunction with
the JCS JULLS lessons learned program he guided the development of a
microcomputer expert system
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that successfully automated the process of adding retrieval keywords to the
JULLS lessons learned program.
Mr. Rajala has also support the Defense Information System Agency. He
co-authored a test plan to evaluated the Nuclear Planning and Execution System
(NPES) and other ADP systems used to perform post-execution monitoring of the
Single Integrated Operations Plan (SIOP). He validated and verified the
databases and processing algorithms used in the NPES and non-NPES hardware and
software used to follow the SIOP.
SECURITY CLEARANCE
Mr. Rajala has a TOP SECRET clearance.
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3.3 TASK ORDER MANAGEMENT
Titan recognizes the work in support of this effort will be conducted
under the task order method and our in-place methodology for processing task
orders is fully compliant with FAA requirements. Titan has established detailed
procedures to effectively manage the task order process and these procedures
address each technical and administrative requirement throughout the life-cycle
of the task order. Titan will respond to the FAA contracting officer's draft
task assignment with a cost estimate that includes labor hours, travel and per
diem, and other direct costs. This will be followed by an official authorized
copy which will allow Titan to begin work. The Titan contracting officer will
acknowledge this authorization by signing and returning one copy to FAA within
five days. Upon completion of the task, Titan will provide a breakdown of costs
and labor hours expended that will serve as the basis for the final task
assignment audit.
Our procedures, illustrated in Exhibit 3.3-1, begin with our receipt and
logging in of the task order issued by the contracting officer. The Titan
Project Manager will review each new task order and make an initial assessment
of the resources needed to perform the work. A principal staffer may be
assigned, and he or she will develop a detailed task performance plan that will
be reviewed and approved by the Project Manager and will serve as the basis upon
which the cost proposal and final work plan are prepared. Once this process has
been completed, Titan and government managers will have a sound basis for
monitoring and controlling subsequent work.
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EXHIBIT 3.3-1 TITAN TASK ORDER MANAGEMENT PROCESS
<TABLE>
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
- ------------------------- ------------------------- -------------------------
Titan Draft Contracting
Project Manager ---- Task Order ---- Officer &
- ------------------------- Request Cognizant Proj. Off.
------------------------- -------------------------
|
|
|
- ------------------------- ------------------------- ------------------------- -------------------------
Analyze Develop Define Determine
Task Request ---- Technical Plan ---- Schedules and ---- Task Staff ----|
- ------------------------- ------------------------- Products ------------------------- |
------------------------- |
|
- - Assign staff to do the - Define potential - Determine schedules - Identify skill mix |
plan problems |
- Determine milestones - Identify candidates |
- - Identify goals/ - Define subtasks and |
objectives travel - Define all products - Select task team |
|
- - Determine constraints - Define process of - Specify Government - Establish level of |
and limitations execution deliverable effort |
|
- - Document assumptions |
|
|
------------------------- ------------------------- |
Proj. Off. and Develop and |
Contracting ---- Submit Cost ----|
Officer Proposal |
------------------------- ------------------------- |
- Official Task Order - Budget
- Perform task - Review Plan
- Submit final actual - Plan Approval
cost
- Proj. Off. and
Contracting Officer
- Final Task Assignment
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Titan has repeatedly and successfully used this task order planning
process to develop a detailed step-by-step procedure to ensure that all aspects
of the task have been carefully considered prior to developing costs and
schedules and beginning work. Titan manages by treating each specific project
task as an entity that can be controlled and measured, thus ensuring
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positive control and responsive project execution. To achieve this, the
initiation and control process is formal and precise and will be in strict
compliance with FAA Project Officer instructions.
3.4 PROJECT MANAGEMENT CONTROLS (REFERENCE SO-L-5.1.2 AND SOW PARAGRAPH 4)
3.4.1 GENERAL
As stated earlier Titan will manage this project using existing, proven
procedures. Key aspects of this process will provide to the FAA:
- Corporate commitment from Titan to the successful completion of the
project
- Clear-cut lines of project responsibilities
- A Titan management/technical team with the skills necessary to
fulfill project requirements--we have selected and committed a
highly experienced team with the precise skills needed for this
project
- Complete control and tracking of technical work, schedules, and
resources on a task-by-task basis
- Quality assurance reviews of deliverables
- Close coordination with FAA's Project Officer
- Continuous and open communications.
The procedures will be implemented by an experienced staff under the
direction of a proven manager. As stated earlier, the Project Manager for this
effort will be Mr. John
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Chambers, an experienced line and program manager. He brings with him an
in-depth understanding of emergency preparedness and contingency programs and,
as the current Project Manager of the FAA NSEP Program, a deep appreciation of
the role and missions of the FAA. As Project Manager, Mr. Chambers is
responsible for the performance, cost, and schedule as well as for line
management with its inherent authority over all personnel assigned to this
project. The following paragraphs will detail the processes and procedures the
Project Manager will employ to manage this project.
3.4.2 PROJECT MONITORING
Mr. Chambers will actively monitor the status of the technical effort
against a detailed work plan developed for this effort. The work plan will
contain the task performance schedules, including the start and completion dates
at the subtask level and the estimated staff hours. All active tasks,
interdependencies, schedules, and staffing allocations will be reviewed on an
actual versus planned basis. At the conclusion of this review, the Titan Project
Manager will apprise the FAA Project Officer of any issues and proposed
resolutions. The specific status of any ad hoc tasks will also be reviewed.
These reviews are intended to accomplish the following objectives:
- Provide management visibility into the technical, cost, and schedule
status of all active tasks
- Highlight major accomplishments
- Share new approaches that contribute to the project
- Identify all technical issues and risks that may adversely affect
the achievement of overall objectives.
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3.4.3 COST MANAGEMENT
Titan has developed management methods and procedures suitable to this
type of effort and will apply DELTEK, its modern management information system
to this project. This system integrates all costs associated with the project
and produces weekly reports itemizing and summarizing all labor, travel,
consultant, and other direct costs. The system also provides a variety of
reports and cost and expenditures analyses. Of particular interest are the Job
Status Reports that provide a measure of progress in terms of budgeted cost
against work performed at the contract level and individual task level. This
capability allows Titan to manage costs in accordance with work breakdown
structure (WBS) methods. We understand that all travel shall be approved by the
FAA COTR as appropriate and supported by FAA task orders.
Monthly cost reports and project performance reports will give the Project
Manager a basis for:
- Identifying progress
- Identifying problem areas
- Identifying trends
- Initiating corrective actions
- Predicting final cost to complete
- Meeting cost requirements
- Preparing reports for government monitoring.
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3.4.4 ACTIVITY REPORTING (REFERENCE SOW PARAGRAPH 4)
Task control and reporting are a combination of monitoring tasks and
documenting efforts in frequent oral and written reports. The Project Manager's
Weekly Task review examines the status of each task and checks technical
progress and problems, expenditure of staff hours, status of documentation and
deliverables, and readiness for the following week's efforts. The status is
compared to the government-approved work plan to ensure that momentum is
maintained. It establishes the framework for performance from start to finish.
Major tracking milestones are established to ensure performance and provide for
government review and input. Based on these reviews, accurate and timely
information is available to report to management and to the government. The
Project Manager will discuss the status of the project weekly with the FAA
Project Officer. These discussions will stress the status of the work. All
time-sensitive information will be immediately provided to the FAA Project
Officer. These reviews allow the Project Manager to prepare biweekly individual
work plans for his staff to help ensure each person knows exactly what he or she
is expected to work on and how many hours are to be devoted to each task.
Monthly letter reports will be prepared and submitted in accordance with
the requirements of the Request for Proposal. They will include:
- A GENERAL STATEMENT covering any matters that apply to the contract
as a whole
- FOR EACH TASK:
- A SUMMARY OF PROGRESS: deliverables submitted, achievements,
work performed, and meetings or other events attended during
the preceding month
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- PROBLEMS AND CORRECTIVE ACTIONS: any problems encountered that
may impact on progress and/or task performance, plus
corrective actions taken or proposed
- PLANNED ACTIVITIES: work on the task that is planned for the
following month, including submission of any deliverables that
will be due
- A FINANCIAL SUMMARY: a summary of labor hours, labor dollars,
and other charges for the task for the preceding month
- A FINANCIAL SUMMARY FOR THE TOTAL CONTRACT, which results from
adding up all the charges for the individual tasks and comparing
this with planned costs. Graphs showing cost incurred versus planned
cost, and effort (work hours expended versus work hours projected)
will be included.
We can also provide the complete status of each open task order, if
desired. This information would include:
- Progress against each task/task order
- Estimates of percentage of work completed by task/task order
- Cumulative percentage of work completed by task/task order
- Changes in the schedule of deliverables and reasons
- Summary of substantive information derived from meetings and
conferences held in conjunction with the contract
- Summary of any problem areas that require government assistance or
resolution
- Identification of any significant item(s) that may result in failure
to meet the schedule of deliverables.
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Titan recognizes that reporting to the government is necessary to the
identification and resolution of problems and to tracking achieved versus
projected progress. The FAA Project Officer will be kept informed of the status
of this effort through formal progress reports as required by the contract and
by informal personal reporting on a regular basis to assist him in carrying out
FAA management obligations. Monthly letter reports that summarize the
accomplishments during the period and identify any issues and proposed
resolutions will be submitted. A final report will be submitted to document and
summarize the results of each task order as well as the entire contract and will
include recommendation and conclusions based upon the results obtained.
3.4.5 QUALITY ASSURANCE MEASURES
Titan is committed to technical excellence. Proven techniques will be
employed to supplement the weekly meetings and monthly reports throughout the
contract period to ensure that the technical products and deliverables are
complete, accurate, and usable. They are:
- A second-level review of all products delivered to the FAA
- In-house reviews of key products by corporate leadership
- Scheduled progress review for the FAA Project Officer and FAA staff.
We propose to conduct these reviews at the convenience of the
government and recommend they be held at least quarterly.
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3.4.6 CORRECTIVE ACTIONS
Our approach to the resolution of problems is to define the problem,
assign responsibility for resolution, track progress, and follow-up on action
items. Central to problem identification is the spirit of open reporting that we
encourage and demand of our Project Staff. We expect our staff to be frank and
candid, to report status realistically, and not to gloss over the problems. The
Project Manager will act in a similar manner when reporting the status of the
effort to the FAA Project Officer, establishing a relationship founded on mutual
trust and candid personal interaction. Titan is proud of its reputation for
honest, forthright dealings and believes such a proven working relationship is a
definite advantage to both Titan and the government.
Quality control procedures and detailed scheduling notwithstanding,
problems may arise that require prompt corrective action. Upon identifying a
major problem area, the Project Manager will evaluate possible solutions,
coordinate appropriate project staff with, and notify the FAA Project Officer.
The schedule and cost impact will be analyzed, the results evaluated, and a
recovery strategy formulated. Senior Titan leadership will participate with the
Project Manager and FAA personnel as required to select an appropriate and
mutually agreed upon solution to the problem. Titan's organizational philosophy
of ensuring project managers direct access to senior leadership, who have
personal knowledge of their projects, ensures rapid decisions on appropriate
corrective action where needed and fosters good customer relations through
immediate management attention to the customer's needs.
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[LOGO] TITAN
4.0 PREVIOUS RELATED EXPERIENCE
FOR OVER 12 YEARS, TITAN HAS SUPPORTED FEDERAL GOVERNMENT CUSTOMERS IN
THEIR EMERGENCY MANAGEMENT PLANNING AND EXERCISING EFFORTS AND WE CONTINUE
THIS OUTSTANDING RECORD OF SUCCESS WITH EMERGENCY PREPAREDNESS RELATED
CONTRACTS.
Titan's outstanding reputation in support to emergency operations
management is built on a firm foundation of team experience. The experience
rests on a commitment to understand the big picture (mission) and to know the
details (SOPs and Checklists). The record of success is built on a thorough
understanding of the many bridges between the two. Exhibit 4.1-1 illustrates the
essential elements needed to provide the technical support called for in Tasks
I, II, and III, and summarizes the experience that we bring to this procurement.
EXHIBIT 4.1-1 TECHNICAL SUPPORT SPECTRUM
ORIENTATION
TRAINING MISSION
TEAM BUILDING PERFORMANCE
EXERCISES
Observe Patterns
and
GAMING Identify Issues
EXERCISES
Specify Fixes
SIMULATIONS DESIGN, DEVELOP, DOCUMENT, COORDINATE,
MANAGE, TRAIN, SUPPORT, EVALUATE
- REFERENCE LIBRARIES - PLANNING DOCUMENTATION
- DATABASES - REPORTS
- FLY AWAY KITS - HANDBOOKS
SEMINARS - OPLANS - MANUALS
- SOPS - DATA COLLECTION
- CHECKLISTS - FORMS AND TECHNIQUES
^
|
WORKSHOPS < ------- LESSONS LEARNED < ------- EXERCISES
Validate Mission
Performance
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Our team experience is deeply rooted to every aspect of the illustration.
Titan knows that the family of preparedness actions (e.g., workshops, seminars,
simulations, gaming, and various categories of exercises) is successful when the
essential functions are trained and performed with the mission in clear focus.
Titan also knows that expertise in exercise design is rooted in operational
experience which is tied to coordinated planning and documentation (e.g.,
checklists, SOPs, fly-away kits, report requirements). Titan deeply understands
the critical importance of a systematic approach to capturing lessons learned
and folding them back into the learning and team building cycle, with clear
linkages to real world operations.
Based upon our long-term related experience, Titan understands the
authorities, plans, and procedures and has the field experience needed to assist
the FAA in the planning for the Federal response to catastrophic
natural/technological disasters as required by the Federal Response Plan (FRP).
Titan is ready to continue the challenge of the FAA Emergency Operations
Program, and we offer this relevant experience as testimony to our ability to
successfully perform all tasks.
In this Section, we demonstrate our relevant prior and current experience
related to the activities in the SOW. Below, we summarize our experience by
task, with reference to specific contracts, whose details follow in Section 4.2.
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[LOGO] TITAN
4.1 DIRECT RELATIONSHIP TO SOW (REFERENCE SO-L-5.1.1 AND SOW PARAGRAPH 5)
4.1.1 Task I - SUPPORT INTERNAL FAA EXERCISES
- Titan is currently providing training and exercise support to the
FAA under the FAA NSEP Program contract (see contract #1) in Section
4.2).
- We are providing training support to FEMA's National Emergency
Response Teams (ERT-Ns) (see contract #2).
- We have provided training; operational planning; and test, exercise,
and evaluation support to the Office of the Joint Chiefs of Staff
(OJCS) for international, national, and separate command exercises
(see contract #8).
- We have provided engineering, test, exercise, and evaluation support
on a stand-alone basis for the Defense Information Systems Agency
(DISA) and the National Communications System (NCS) (see contract
#6).
- We have, under previous contracts, provided the entire range of
stand-alone exercises involving 26 Federal departments/agencies
(D/As) at the national, regional, and State/local levels (see
contract #7).
- We have, under FEMA contracts, provided a full range of training
services to almost all Federal D/As, including the indoctrination
and preparation of members of national and regional emergency
management teams to implement their assigned tasks in case of a
national emergency (see contract #3).
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4.1.2 TASK II - SUPPORT FAA PARTICIPATION IN EXERCISES INVOLVING EXTERNAL
AGENCIES
- Titan is providing training; and exercise design, conduct, and
evaluation support to the U.S. Army-FEMA Chemical Stockpile
Emergency Preparedness Program (CSEPP) (see contract #5).
- We are currently providing training and exercise support to FEMA and
other Federal D/As participating in a wide variety of exercises,
including NATO Civil-Military. CJCS-Sponsored Mobilization and
Mobility, and Domestic Nuclear Terrorist events (see contract #2).
- We have supported the NCS with a complete range of exercise support
at the national, regional, and telecommunications industry levels
and have provided support in the testing and evaluation of the
National Telecommunications Management Structure (NTMS) (see
Contract #6).
- Titan is currently supporting the NCS in the test and exercise of
the new Government Emergency Telecommunications Service (GETS) which
will provide emergency access and specialized processing in local
and long-distance telephone networks for authorized users (see
contract #6).
- Titan is providing to the Department of Justice/Immigration and
Naturalization Service (DOJ/INS) exercise support focusing on the
identification of issues that relate to mass immigration situations
in order to test the Federal Government's response to mass
immigration emergencies (see contract #2).
4-4
<PAGE>
[LOGO] TITAN
4.1.3 TASK III - OTHER TECHNICAL SERVICES
- Titan completed, in November 1994, two special projects which
identified and defined specific FAA emergency essential functions
per Order 1900.1E (see contract #1).
- We have supported FEMA and the Federal D/A's in a total review and
integration effort for comprehensive all-hazard preparedness
response and recovery planning, as part of the Federal Response Plan
(FRP) (see contract #4).
- We have, under several contracts with FEMA, supported the entire
spectrum of operational planning. This planning covered the spectrum
from systems planning through concept of operations development to
comprehensive D/A operations plans (OPLANs) complete with SOPs and
checklists (see contracts #3 & 4).
- We authored the FEMA Comprehensive Exercise Program (CEP) Overview,
a document which established a new FEMA approach to the entire
exercise program (see contract #2).
- We authored the NCS National Telecommunications Management Reference
Series (NTMRS) (REDBOOKS) which provides the only comprehensive
collection of information describing key government and commercial
telecommunication systems/networks (see contract #6).
4-5
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
4.2 TITAN'S RELEVANT CORPORATE EXPERIENCE (REFERENCE SO-L-5.1.1)
Exhibit 4.2-1 provides a summary of the contractual data for eight
contracts that we have selected to demonstrate our stated corporate experience.
A check of the references contained in Exhibit 4.2-1 will provide true relevancy
to the fact that we have consistently maintained a solid track record for
meeting schedule and completion dates while performing in a technically
proficient manner. The following sections explain the nature of each contract
SOW effort and its relationship to this SOW.
4.2.1 FAA NSEP PROGRAM (CONTRACT #1)
Titan is currently supporting the FAA Emergency Operations Staff in
providing disaster assistance training to national and regional FAA facilities.
We have conducted nine sessions to date covering FAA regional offices located in
Atlanta, Fort Worth, Boston, Seattle, Anchorage, Los Angeles, Kansas City, New
York, and Chicago. The Atlanta, Fort Worth, New York, and Boston sessions were
built around major hurricane disasters. The Los Angeles, Kansas City, Anchorage,
and Seattle sessions were built around sizeable earthquake disasters. The
Chicago session involved a technological hazard. Specific events focused on the
actions necessary to maintain the safety of the airways, personnel, and
facilities in the face of natural and technological disasters, and on the
reconstitution of the National Airspace System in the face of a catastrophic
disaster. Titan is also planning and coordinating seven additional exercises for
1995 to include the Technical Center, Aeronautical Center, and additional
regional exercises.
4-6
<PAGE>
[LOGO] TITAN
EXHIBIT 4.2-1. CONTRACT DATA
<TABLE>
<CAPTION>
=========================================================================================================
Contract Reference Contracting Agency Contract Number Dates/Location
Number & Name Name & Address and Type of Work
=========================================================================================================
<S> <C> <C> <C>
1. FAA NSEP Training FAA Southern Region DTFA 06-91-D-30082 10/91-present
Exercise Program (ASO-55N) FFP/TO Washington, D.C.
3400 Norman Berry Drive
East Point, GA
- ---------------------------------------------------------------------------------------------------------
2. FEMA Exercise Federal Emergency Management Agency EMW-92-C-3950 9/92-present
Support 500 C Street, S.W. CPFF Washington, D.C.
Washington, D.C. 22472
- ---------------------------------------------------------------------------------------------------------
3. FEMA Team Federal Emergency Management Agency EMW-88-C-2770 9/88-12/91
Development and 500 C Street, S.W. CPFF Washington, D.C.
Operations Support Washington, D.C. 22472 EMW-91-C-3627 9/91-12/94
CPFF Washington, D.C.
- ---------------------------------------------------------------------------------------------------------
4. FEMA Operational Federal Emergency Management Agency EMW-90-C-3395 9/90-9/94
Planning Support & 500 C Street, S.W. CPFF Washington, D.C.
Technical Assistance Washington, D.C. 22472
- ---------------------------------------------------------------------------------------------------------
5. Chemical Stockpile Federal Emergency Management Agency EMW-92-C-3659 7/92-present
Emergency Preparedness 500 C Street, S.W. CPFF/LOE Washington, D.C.
Program Washington, D.C. 22472
- ---------------------------------------------------------------------------------------------------------
6. NCS Operational Test Booz @ Allen & Hamilton DCA 100-84-C-0037 7/89-7/92
and Evaluation 3 Skyline Place Suite (Sub Contract # Arlington, VA
303 5201 Leesburg Pike 09003-229-N0918-86)
Falls Church, VA 22041 CPAF
- ---------------------------------------------------------------------------------------------------------
7. FEMA Evaluation Federal Emergency Management Agency EMW-89-C-3115 9/89-3/92
Assessment Program 500 C Street, S.W. CPFF Washington, D.C.
Development & Washington, D.C. 22472
Operation
- ---------------------------------------------------------------------------------------------------------
8. JCS Exercise Support Systems Research & Applications SRA-SC-419-001 10/88-9/93
2000 15th Street, North CPFF Arlington, VA
Arlington, VA 22201
- ---------------------------------------------------------------------------------------------------------
9. FEMA Operations Federal Emergency Management Agency EMW-91-C-3704 9/91-present
Support SETA 500 C Street, S.W. CPFF Washington, D.C.
Washington, D.C. 22472
=========================================================================================================
<CAPTION>
=========================================================================================================
Contracting %
Officers COTRs Turn Total
Contract Reference Name/Telephone Name/Telephone Over Per Contract
Number & Name Number Number Year Value
===================================================================================================
<S> <C> <C> <C> <C>
1. FAA NSEP Training Ms. Marjorie Brooks Mr. Tom Schneider 0% [...***...]
Exercise Program (404) 763-7337 (202)267-7775
- ---------------------------------------------------------------------------------------------------
2. FEMA Exercise Ms. Lois Cleveland Ms. Camel Cassidy < 2% [...***...]
Support (202) 646-3836 (202) 646-2652
- ---------------------------------------------------------------------------------------------------
3. FEMA Team Ms. Carol Eiben Mr. Jeffery Glick < 5% [...***...]
Development and (202) 646-3736 (202) 646-3023
Operations Support Ms. Lois Cleveland Mr. Russel Salter < 5% [...***...]
(202) 646-3836 (202) 646-3030
- ---------------------------------------------------------------------------------------------------
4. FEMA Operational Mr. Greg Steigerwald Mr. Dan Wilcox 0% [...***...]
Planning Support & (202) 646-3750 (202) 646-3798
Technical Assistance
- ---------------------------------------------------------------------------------------------------
5. Chemical Stockpile Mr. Rich Liffridge Mr. George Turner < 5% [...***...]
Emergency Preparedness (202) 646-3751 (202) 646-4547
Program
- ---------------------------------------------------------------------------------------------------
6. NCS Operational Test Ms. Robin Guthrie Mr. John Joyce < 2% [...***...]
and Evaluation (703) 951-4615 (703) 824-3800
- ---------------------------------------------------------------------------------------------------
7. FEMA Evaluation Ms. Carol Elben Mr. John Lynch < 2% [...***...]
Assessment Program (202) 646-3736 (202) 646-2696
Development &
Operation
- ---------------------------------------------------------------------------------------------------
8. JCS Exercise Support Ms. Linda Woolen Mr. Gary Lindquist < 2% [...***...]
(703) 558-4723 (703) 558-7663
- ---------------------------------------------------------------------------------------------------
9. FEMA Operations Mr. Greg Steigerwald Mr. Robert Napoli < 3% [...***...]
Support SETA (202) 646-3750 (202) 646-3016
===================================================================================================
</TABLE>
[...***...]
4-7
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
Applicable technical services provided that are related to the SOW
requirements are summarized below:
- Titan prepares workplans and other project management tools,
provides monthly progress reports, and meets (weekly) (periodically)
with the FAA Project Officer. THESE SERVICES DIRECTLY RELATE TO
PARAGRAPH 4 OF THE SOW (ACTIVITY REPORTS).
- Titan has supported the FAA over the last three years in the
preparation and conduct of the first series of FAA regional
catastrophic disaster response table-top exercises throughout all
nine FAA regions. THESE SERVICES DIRECTLY RELATE TO PARAGRAPH 5.2 OF
THE SOW (TASK I).
- Titan is currently assisting ADA-20 in planning for a FAA
Headquarters exercise in 1995 involving external agencies. THESE
SERVICES DIRECTLY RELATE TO PARAGRAPH 5.3 OF THE SOW (TASK II).
- Titan has been involved in planning efforts to determine emergency
functions within Headquarters FAA to support revisions of FAA
Emergency Operations Plans. THESE SERVICES DIRECTLY RELATE TO
PARAGRAPH 5.4 OF THE SOW (TASK III).
4.2.2 FEMA EXERCISE SUPPORT (CONTRACT #2)
Titan is currently supporting FEMA and other Federal D/As in the planning,
conduct and evaluation, and assessment of emergency management team exercises.
We were involved in the National Disaster Medical System (NDMS) Exercise Open
Arms in October 1992, and are currently providing exercise support to FEMA and
other Federal D/A's participating in a wide variety of exercises including NATO
Civil-Military, CJCS-Sponsored Mobilization and Mobility and Domestic Nuclear
Terrorist events. The support involved development of exercise concepts
4-8
<PAGE>
[LOGO] TITAN
and objectives, exercise scenarios, COSINs, MSELs, and the development of
schedules culminating in a set of EXPLANs. Further exercise development included
evaluation and data collection plans; data collection handbooks; identification
of data collector and controller orientation and training requirements; data
collection and assistance in exercise control during exercises; and
post-exercise analysis and preparation of first impression reports, critique
items for remedial action, and an overall exercise evaluation report. Services
related to SOW requirements are summarized below:
- Titan prepares work plans, monthly reports, and other project
management tools. REFERENCE ACTIVITY REPORTS OF THE SOW.
- Titan prepares a full range of exercise documentation; designs,
conducts, and evaluates exercises; and provides personnel on site to
act as controllers, evaluators, and data collectors. REFERENCE TASK
I OF THE SOW.
- Titan is currently providing training documentation and exercise
support under its FEMA Exercise Support Contract to 26 Federal D/As
(including the FAA) concerning mobilization and mobility and
domestic nuclear terrorist events. REFERENCE TASK II OF THE SOW.
- Titan has prepared or assisted in the preparation of the full range
of documentation to operationally support FEMA and other Federal
D/As, including the FEMA Comprehensive Exercise Program (CEP)
Overviews. REFERENCE TASK III OF THE SOW.
4-9
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
4.2.3 FEMA TEAM DEVELOPMENT AND OPERATIONS SUPPORT (CONTRACT #3)
Titan supported FEMA in the implementation of D/A NSEP programs. This
support included a full range of training services to almost all Federal D/A's,
indoctrinating and preparing members of national and regional emergency
management teams to implement their assigned tasks, and serving as the lead
trainer for these teams. Support was provided for orientation and team-building
activities, team training exercises, gaming exercises, table-top exercises, and
simulation/workshops. Activities included curriculum design, materials
selection, scheduling, and training. Since the inception of this contract, over
60 workshops/seminars were planned and conducted for the national and regional
emergency management teams. Services related to SOW requirements are summarized
below:
- Titan provided monthly reports, work plans, other program management
tools, and concept development. REFERENCE ACTIVITY REPORTS OF THE
SOW.
- Titan provided training support to FEMA's National Emergency
Response Teams (ERT-Ns). REFERENCE TASK I OF THE SOW.
- Titan reviewed exercise documentation, made recommendations on
exercise design, provided on-site exercise evaluators, and produced
after-action reports under this contract. Titan also designed,
conducted, and evaluated over 60 seminars and workshops in support
of FEMA. These seminars and workshops were conducted at the national
and regional levels, and individual sessions have been attended by
over 200 senior government officials. REFERENCE TASK I OF THE SOW.
4-10
<PAGE>
[LOGO] TITAN
- Titan has performed numerous requirements analyses, developed
concepts, and produced concepts of operation and standard operating
procedures under this contract. REFERENCE TASK III OF THE SOW.
4.2.4 FEMA OPERATIONAL PLANNING SUPPORT AND TECHNICAL ASSISTANCE (CONTRACT #4)
Titan assisted FEMA, as coordinator for the civil emergency management
community, in providing operational planning support to the National Security
Emergency Preparedness (NSEP) Program and the Federal Government Continuity of
Government (COG) Program. Planning support has resulted in a detailed
operational knowledge of and close working relationship with each of the 26
Federal D/As. These plans address basic concepts of operations and operational
requirements and procedures for the National Emergency Management Team and the
Regional Emergency Management Teams. This support has provided an uncommon level
of knowledge and expertise of the emergency management community from the
perspective of the interface and interaction between and among the various civil
D/As at the National level, as well as the interrelationships at the Federal,
regional, and even State and local levels. Involvement has also included a
comprehensive review of existing D/As plans as the basis for the development of
NSEP and COG plans, the development of classified and unclassified plans, and
secretarial support to a number of Federal interagency working groups, such as
the Interagency Advisory Group (IAG). Titan supported FEMA and the rest of the
civil D/A's in a total review and integration effort for comprehensive
all-hazard preparedness response and recovery planning, as part of the Federal
Response Plan (FRP) as a result of shifting priorities and a renewed emphasis on
natural and technological disaster responses. Services related to SOW
requirements are summarized below:
4-11
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
- Titan provided monthly reports, work plans, other program management
tools. REFERENCE ACTIVITY REPORTS OF THE SOW.
- Titan conducted an extensive review of Federal department and agency
NSEP and COG plans and, in many cases, provided revised plans.
REFERENCE TASK III OF THE SOW.
- Titan conducted a comprehensive review of the FRP for FEMA as a
result of the increased emphasis on natural and technological
disasters. REFERENCE TASK III OF THE SOW.
4.2.5 CHEMICAL STOCKPILE EMERGENCY PREPAREDNESS PROGRAM (CSEPP) (CONTRACT #5)
Exercise support for the CSEPP is a joint U.S. Army/FEMA effort to
increase the capability of chemical surety installations and the surrounding
communities to deal with a chemical accident or incident. It is a natural
extension of FEMA's national emergency management responsibilities because FEMA
is the Federal agency responsible for coordinating with State and local
authorities in line with its responsibilities for coordination of local, State,
and regional disaster responses to potential accidents at designated chemical
weapons storage sites. Titan's support of CSEPP includes the design,
development, conduct, and evaluation of table-tops; direction and control, and
full-scale exercises for eight CONUS toxic chemical munitions storage sites, the
immediate surrounding munitions storage sites, the immediate surrounding
jurisdictions, and their State(s). Comprehensive exercises involve close
coordination with Army and FEMA exercise co-directors and State and local
emergency planners to develop exercise documentation such as the exercise plans
(EXPLANs) and Control Staff Instructions (COSINs), exercise scenarios and
initiating event, key events calendar, master scenario event
4-12
<PAGE>
[LOGO] TITAN
lists (MSELs), implementers, and exercise reports (evaluation). Services related
to SOW requirements are summarized below:
- Titan prepares task order estimates, a work plan, and other program
management tools, and provides monthly reports to the FEMA Project
Officer/COTR. Status discussions are ongoing and meetings are
conducted at the request of the Project Officer. REFERENCE ACTIVITY
REPORTS OF THE SOW.
- Titan supports CSEPP exercise planning meetings; prepares a full
range of exercise documentation for the CSEPP community; designs,
conducts, and evaluates exercises; and provides personnel on-site to
act as controllers, evaluators, and/or data collectors. REFERENCE
TASK I OF THE SOW.
- The CSEPP community exercises are joint (U.S. Army-FEMA) by nature;
however other Federal D/As, e.g., Army Corps of Engineers,
Environmental Protection Agency, and USDA (at State and county
level) are frequently involved. REFERENCE TASK II OF THE SOW.
- Since the CSEPP exercises include the evaluation of community plans
and procedures against CSEPP standards, Titan receives and reviews
all of the jurisdictional (i.e., Army site, State, and City/County)
plans during exercise design. During evaluation, feedback on
planning strengths and weaknesses, with appropriate recommendations,
are included. REFERENCE TASK III OF THE SOW.
4.2.6 NATIONAL COMMUNICATIONS SYSTEMS OPERATIONAL TEST AND EVALUATION (CONTRACT
#6)
Titan has provided communication planning and evaluation assistance to the
Office of the Manager, National Communication Systems (OMNCS) for NSEP
communications and automatic
4-13
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
data systems. The support included a broad spectrum of tests, plans development,
exercise execution assistance, data collection, near real-time feedback and
post-exercise analysis, and evaluation/reporting. Titan provided support to the
OMNCS in the development of the National Telecommunications Baseline used for
NSEP exercises, engineering support for the National Telecommunications
Coordination Network (NTCN), operational and exercise support for the National
Telecommunications Management Structure (NTMS), and technical and administrative
assistance to the OMNCS for Communications Operations Planners. Services related
to SOW requirements are summarized below:
- Titan participated in concept development, developed work plans and
other program management tools such as PERT charts, and produced
monthly reports. REFERENCE ACTIVITY REPORTS OF THE SOW.
- For NCS participation in external exercises, Titan determined
exercise telecommunications status; prepared exercise themes and
issues, MSELs, and implementers; participated in the evaluation of
exercises; and prepared exercise evaluation reports. Titan also
assisted the NCS in coordinating exercise documentation with the NCS
members using standard techniques; e.g., meetings, structured
presentations, and document review cycles. REFERENCE TASK II OF THE
SOW.
- Titan provided detailed evaluations of major exercises under this
contract. Products included evaluation plans, quick look reports,
and evaluation reports. These documents served as the basis for
Titan's revision of a number of NCS Operational Plans and SOPs.
REFERENCE TASK III OF THE SOW.
- Titan began the authorship, under this contract, of the NCS's
National Telecommunications Management Reference Series (NTMRS)
(REDBOOKS)
4-14
<PAGE>
[LOGO] TITAN
which provides the only comprehensive collection of information
describing key government and commercial telecommunications
system/networks. REFERENCE TASK III OF THE SOW.
4.2.7 FEMA EVALUATION AND ASSESSMENT PROGRAM DEVELOPMENT AND OPERATION (CONTRACT
#7)
Titan assisted FEMA in executing its responsibilities to provide technical
and operational support and financial assistance to State and local governments
to maintain/improve their emergency response capabilities. Inherent in this
effort was the: 1) initiation of specific evaluation and assessment processes
for State and local programs, 2) development of a structured and integrated
State and local exercise activity. The latter effort included the planning,
conduct, and evaluation of civil exercise 1990 (CIVEX-90), a major Office of
Civil Defense exercise that included Federal Departments and Agencies, FEMA
Headquarters and Regions, approximately 20 States, and several hundred local
governments. A major portion of the evaluation addressed the effects of FEMA
programs on State and local government readiness. Program managers at National
and regional level, and emergency management/response supervisors at State and
local level were interviewed, and State and local emergency response plans and
programs were reviewed. The overall objective of this program was to assist
management and decision makers to meet long-range objectives and sustain current
and future improvements to State and local all-hazard response readiness.
Services related to SOW requirements are summarized below:
- Titan participated in programmatic and exercise concept development,
developed a work plan, produced monthly reports, and participated in
periodic coordination
4-15
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
conferences with the FEMA Project Officer (COTR) and Task
points-of-contract. REFERENCE ACTIVITY REPORTS OF THE SOW.
- Titan developed CIVEX-90 as an internal Civil Defense exercise for
State and local governments. Titan developed an EXPLAN, MSEL and
implementers for inject at the national, regional, and State level;
Titan controllers/evaluators were provided at the national and
regional levels and instructions were prepared for them and regional
controllers/evaluators at State level; Titan observers were also
sent to selected States. Titan prepared a "quick-look" and draft and
final evaluation report. REFERENCE TASK I OF THE SOW.
- Since the original concept for CIVEX-90 called for it to be
conducted in conjunction with a JCS exercise and a Federal Civil
Agency NSEP exercise, much of the preliminary exercise design effort
focused on integrating CIVEX-90 requirements into the other two
exercise efforts. When these other two exercises were cancelled,
Titan's effort shifted to replacing the players from these exercises
with a response cell. In addition, several Regions and States had
unique requirements that Titan integrated into CIVEX-90. REFERENCE
TASK II OF THE SOW.
- Titan's activity provided significant insight into problems faced by
local, State, regional, and national managers of emergency response
capabilities; local and State responders in planning for and
responding to actual emergencies; and the problems faced by the
3,500 local governments. Recommendations were provided to the FEMA
COTR for application to existing assistance programs and development
of a comprehensive State and local exercise program. REFERENCE TASK
III OF THE SOW.
4-16
<PAGE>
[LOGO] TITAN
4.2.8 JCS EXERCISE SUPPORT (CONTRACT #8)
As a subcontractor to the Systems Research and Applications Corporation,
Titan provided technical support to the JCS Exercise Evaluation Program. This
contract served various elements of the Joint Staff, including the Operations
Directorate; the Logistics Directorate; the Command, Control and Communications
Directorate; and the Operational Plans and Interoperability Directorate.
Technical tasks performed during the contract consisted of the review,
preparation, and publication of exercise-related documents which were used to
prepared JCS-sponsored command post exercises. Additional tasks required the
design and planning of exercise events, data collection, and post-exercise
evaluation. Documents produced for pre-exercise planning included: 1) a concept
and objectives report, 2) a preliminary evaluation plan, and 3) a system
description review. In addition, objectives and events control matrices were
developed for the Logistics and Joint Exercise and Training Directorates, and a
MSEL compiled. Other deliverables included the evaluation and data collection
plan, data collection handbook, a senior player briefing, player lesson plans,
and data collection lesson plan and training package, and evaluation reports.
This contract also involved the use of the Joint Universal Lessons Learned
System (JULLS). The JULLS effort required the review of a raw data based
containing over 6,000 files dealing with "lessons learned" from military
operations and exercise events. Services related to SOW requirements are
summarized below:
4-17
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
- Titan prepared work plans, monthly reports, and other program
management tasks. REFERENCE ACTIVITY REPORTS OF THE SOW.
- Titan prepared a full range of exercise documentation; supported the
design, conduct, and evaluation of exercises; and provided personnel
on-site to act as controllers, data collectors, and evaluators.
REFERENCE TASK I OF THE SOW.
- Titan prepared the Joint Mission Essential Task List for the Joint
Staff. Titan also conducted a review of the JULLS raw database to
revise and update entries and make them useful to action officers
and planners at all command levels. REFERENCE TASK III OF THE SOW.
4.2.9 FEMA OPERATIONS SUPPORT SETA (CONTRACT #9)
Titan has supported FEMA's Operations Support Directorate in the areas of
emergency management information processing systems and the exchange of data and
map products among the various elements of the emergency management community.
This SETA support has involved the compilation of a requirements baseline;
identification of computer software configuration items, development of a
software architecture; development of a multi-mission all-hazard concept
document; hardware and software design; and development of an image capture,
enhancement, and display system in both transportable and portable
configurations. Titan also developed utilities to assist in the registration of
over 100 databases maintained by the Federal Departments and Agencies; prepared
operating procedures and interface control documents; prepared strategic plans
incorporating evolving technology; and developed an automation support concept
of operations including identifying the software, hardware, and
telecommunications required for an effective exchange of data map and products.
The concept of operations also
4-18
<PAGE>
[LOGO] TITAN
identified the models, support tools, and databases available to the emergency
management community at State, regional, and national levels. Services related
to SOW requirements are summarized below:
- Titan prepares the project work plan and, monthly progress reports
and conducts periodic program management reviews for the FEMA
Project Officer. REFERENCE ACTIVITY REPORTS OF THE SOW.
- Titan has supported FEMA in the preparation of software,
registration of databases, and training of participants for
all-hazard exercises. Titan is also developing a training plan for
the FEMA managers and operators of a database management system.
REFERENCE TASK I OF THE SOW.
- Titan is currently involved in the development of an implementation
plan for the automation support concept of operations. This plan
identifies the computer products to be exchanged between the
emergency support functions (ESFs) at the Emergency Information and
Coordination Center (EICC) and the ESFs at the Disaster Field Office
(DFO).
- Titan has prepared a variety of documents including planning
documents, requirements documents, five-year plans, communications
architectures, alternatives analyses, interface control documents,
concepts of operations, procedures handbooks, and technical papers.
- Titan has also conducted a thorough review of the Federal Response
Plan (FRP) and the ESF#5 Operating Procedures to assist in the
identification of automation support and telecommunications
requirements. REFERENCE TASK III OF THE SOW FOR ALL POINTS.
4-19
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
[LOGO] TITAN
5.0 CORPORATE FACILITIES AND RESOURCES
TITAN HAS VAST EXPERIENCE IN OPERATIONS/EMERGENCY RESPONSE PLANNING AND
EXERCISE, DESIGN, CONDUCT, AND EVALUATION. WE HAVE MODERN FACILITIES WITH
ADEQUATE WORKING AND MEETING SPACE IN CLOSE PROXIMITY TO THE FAA
HEADQUARTERS AND NUMEROUS OFFICES AT KEY LOCATIONS THROUGHOUT THE UNITED
STATES.
Titan Systems, Inc. was founded in May 1981. The Titan Corporation was
formed in the summer of 1985 by the merger of the then Titan Systems, Inc. with
Electronic Memories and Magnetics Corporation. The merged companies became the
Titan Corporation. Titan currently has revenues of approximately $150 million a
year and employs over 950 people. It is a publicly owned corporation traded on
the New York Stock Exchange. The Titan Corporation is structured into the four
main operating entities and three independent operating organizations shown in
Exhibit 5.0-1.
EXHIBIT 5.0-1 THE TITAN CORPORATION
- --------------------------------------------------------------------------------
----------------------------
GENE RAY
PRESIDENT
ED KNAUF
EXECUTIVE VICE PRESIDENT
----------------------------
|
|
|
-------------- | ---------------
CFO ----------------|------------- GENERAL COUNSEL
ROGER HAY | MARSH NELSON
-------------- | ---------------
|
------------------------------------------------------------------
| | | | |
- ----------------- ------------ | -------------- --------------
INFORMATION LINKABIT | SYSTEMS APPLIED
SYSTEMS | TECHNOLOGIES
- ----------------- ------------- | -------------- --------------
FRED JUDGE RON GORDA | NEIL HENSEL STEVE MEYER
- ----------------- ------------- | -------------- --------------
|
|
------------------------------------------
| | |
------------- -------------- ----------------
ELECTRONICS ENVIRONMENTAL RESEARCH &
TECHNOLOGIES
------------- -------------- ----------------
ROGER ROWE PAUL KAUFMANN KEN KREYENHAGEN
------------- -------------- ----------------
- --------------------------------------------------------------------------------
5-1
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
5.1 TITAN SYSTEMS GROUP
Support to the FAA's Emergency Operations Program will be performed by the
Titan Systems Group, principally at the Reston, Virginia, facility. Titan
Systems Group focuses on providing hardware, software, and technical support
services to our clients, most of whom are Federal departments and agencies in
the Washington, D.C. area. This group also provides extensive intelligence, test
and evaluation, training, and exercise support to various government customers.
Titan's Systems Group operating organizations are shown in Exhibit 5.1-1. The
four operations that comprise the group are summarized below.
EXHIBIT 5.1-1 TITAN SYSTEMS GROUP
- --------------------------------------------------------------------------------
--------------------
NEIL HENSEL
PRESIDENT
--------------------
|
|
|-----------------------
| |
| |
| -------------------------
| FINANCE, ADMINISTRATION
| & CONTRACTS
|
| ALLAN SHURE
| -------------------------
|
-------------------------------------------------------------
| | | |
---------------- -------------- ------------- -------------
EMERGENCY
MANAGEMENT FEDERAL SYSTEMS TECHNOLOGY
SYSTEMS SYSTEMS INTEGRATION APPLICATIONS
---------------- -------------- ------------- -------------
PAUL CARLSON MIKE WALKER BOB JOSEPH GARY GLASER
EVP/GM SR VP/GM SR VP/GM SR VP/GM
---------------- -------------- ------------- -------------
- --------------------------------------------------------------------------------
Emergency Management Systems. This organization, which currently supports the
FAA NSEP Program, provides an extensive experience base and capability for
preparing, training, and exercising teams for a full range of emergency
operations and crisis management situations for government and commercial
agencies. The organization is structured to meet the increasing
5-2
<PAGE>
[LOGO] TITAN
requirements both in the government and the commercial sector to deal with
catastrophic disasters and crisis situations, whether they be natural or
technological or in reaction to a national security emergency. The organization
provides a "full service" approach which includes support for all aspects of
planning, training, exercising, and evaluating a wide variety of exercises,
games, simulations, and table-tops designed to meet specific customer
requirements. Its staff has extensive experience in providing communications
reference documents and database development in support of emergency operations,
crisis management exercises, and in-depth test and evaluation functions for a
wide range of national emergency communication systems.
Specific experience of this Group includes: development of plans and
procedures; design, development, conduct, and evaluation of a wide range of
exercises; emergency operations center activation and functions; development and
conduct of training programs; systems architecture design and database
management; public information gathering and dissemination; and all-hazards
assessments.
FEDERAL SYSTEMS. The focus of Federal Systems is toward the development of
specialized information technology products for government and industry
applications, particularly in the areas of weather-related systems,
environmental services, Automation and System engineering for the FAA, and
information management and communications. Federal Systems specializes in the
application of object oriented design techniques to provide low-cost near-term
technical solutions in multimedia that demonstrate high return on investment for
clients. Its staff also perform technical engineering, acquisition, and
operational support services for government and commercial customers. Current
product lines include multimedia training aides, decision support systems, and
hypermedia reference and handbook documentation.
5-3
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
SYSTEMS INTEGRATION. The Systems Integration organization is focused on
providing state-of-the-art systems solutions to satisfy requirements for
telecommunications and information processing capabilities. These systems range
in size from single Very Small Aperture Terminals (VSATs) for satellite
communications to complete national and international networks. This
organization can provide component equipment or fully integrated systems that
include satellite earth stations, PABX's, paging systems, wireless networks,
and encryption products, as well as local and wide area voice/data/video
networks.
TECHNOLOGY APPLICATIONS. This organization performs systems engineering,
software development and configuration management, requirements analysis and
provides support to system architecture development and associated system
specifications, primarily for the intelligence community and the Department of
Defense. Its primary areas of work are in information support to military
operations, security systems evaluations, and test and evaluation and
architecture assessment for the Ballistic Missile Defense Organization. Its
staff also perform analyses and software development related to the exploitation
of communications and intelligence related programs.
5.2 COMPANY RESOURCES (REFERENCE SOW PARAGRAPH 9.1)
Titan is a multi-disciplined high technology organization that places
great emphasis on the educational background of its technical staff. Our broad
range of services and products is a direct result of personnel skills which
range from basic to applied research, conceptual to engineering design, and
prototype fabrication to production models. The Titan staff currently includes
over 950 employees, most of whom have degrees and implementing skills in the
5-4
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[LOGO] TITAN
physical sciences, engineering, and computer science fields. Titan scientists,
engineers, and technical specialists serve clients in the fields of: C41
systems; defense and space systems; exercise, test, evaluation, and training;
expert systems and software; computer engineering and modeling; communications
planning and engineering; secure video teleconferencing and communications
networking; electro-optical instrumentation; pulsed power; advanced ordnance;
electronic products; and earth-based satellite communications systems. Within
Titan Systems, 90 personnel have security clearances at the SECRET level or
higher. No person will be assigned to this program who does not possess a SECRET
clearance.
The Titan Corporation has an exceptional corporate resource pool of amply
qualified personnel to meet any contingency envisioned within the requirements
of this procurement. In Section 3.0, a number of personnel were specifically
earmarked to meet unforeseen requirements; however, equally qualified additional
personnel could be provided, if conditions so require. Our capability to matrix
manage personnel has been frequently demonstrated in past contract performance
and has permitted temporary assignment of personnel throughout the continental
United States and overseas to meet clients' requirements. This capability will
likewise permit our proposed team to adjust to meet heavy workloads, ensure
attainment of milestones, and assure that we maintain our outstanding record of
meeting delivery schedules on or ahead of time. It is this corporate resource
capability, in part, that sets Titan apart from others in its capability to
respond to its clients needs and timelines.
5-5
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
5.3 FACILITIES (REFERENCE SOW PARAGRAPH 8.2)
Titan Systems Group offices are located at 1900 Campus Commons Drive,
Reston, Virginia. The office is adjacent to the Dulles Toll Road at Wiehle
Avenue and has easy access to government offices throughout the Metropolitan
Washington, D.C., area. Its modern 93,000 square foot office building offers a
shielded enclosure; an administrative center; work processing and graphics
services; and ample office and conference areas that frequently support a
variety of customer demonstrations, training sessions, and briefings.
Approximately 200 employees, supporting government and industry programs,
currently work in this facility.
Access to Titan facilities is controlled on a 24-hour-a-day basis by
badges, keys, and keypads. Visitor control procedures and all badging
requirements (for employees as well as for visitors) are performed by the
receptionist. All visitors are properly badged and are escorted unless fully
cleared for the areas they will be visiting.
The Titan Administrative Center has overall responsibility for
contracting, accounting, and general facilities support. Titan's senior
contracts management staff members are experienced in all levels of contract
negotiation, resolution of contractual issues, and contract status reporting.
They works closely with government and industry contracting officials and
program managers. Contracting management personnel also work directly with the
purchasing department to ensure that all procurements comply with Federal
Acquisition Regulations and adhere to contract-specific procedures.
5-6
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[LOGO] TITAN
Titan's facilities staff provides hands-on management of day-to-day
operations, including provision for various levels of customer meetings and
training sessions hosted in the Titan facility. In the past, this has proved
beneficial to the government in that conferences and meetings have been arranged
and supported in Titan facilities. Ample space is available for catered working
luncheons, security processing, and overnight document storage. The Titan
building has a large, open parking area and is in close proximity to hotels and
restaurants for out-of-town attendees. There is easy access to Titan from
downtown Washington, D.C., and National and Dulles Airports.
Titan utilizes various personal computers (PCs) in preparing draft and
working paper products. As is the case in many organizations, typing can become
the "choke point" in the documentation production cycle. The availability of PCs
for the project staff's use significantly reduces the possibility of production
delays at Titan and allows the managers to more closely monitor the workload and
priorities of the clerical support.
Titan's staff has years of experience in delivering professional quality
documentation to customers, whether the product is a training manual, briefing
viewgraphs, or a technical publication. The staff is supported by high speed
Xerox 1090, 1065, and 1025 copiers. Each copier is equipped with a full range of
sorting, feeding, reducing, and stacking features. These large-scale copiers are
supplemented by several mid-size copiers strategically located throughout the
Titan facility. Dedicated GBC binding equipment is located in one copier center
immediately adjacent to the project suite of offices and inside the
DIS-certified facility to facilitate a secure, rapid, and complete production
cycle. Titan has both classified and unclassified facsimile machines.
5-7
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
5.4 SECURITY (REFERENCE SOW PARAGRAPH 3)
The Titan facility security team is headed by Mr. Rick Wilmoth, Facility
Security Officer. He will provide security services to this contract. Mr.
Wilmoth is responsible for the Titan facility security operation at the Reston
facility. The facility security staff consists of three members, two assigned to
the collateral area and one to the Special Compartmented Information (SCI) area.
Each of the specialists is fully qualified in industrial and government security
procedures.
The Titan Reston, Virginia, facility has a TOP SECRET facility clearance
with TOP SECRET storage capability. Inside this facility, there are several
areas which contain classified document storage rooms equipped with electronic
security alarm systems. Within these storage rooms, there are
government-approved Mosler Class 6 security storage containers for safekeeping
of material up to and including TOP SECRET. Titan has several Automated
Information Systems (AIS) processing rooms in the facility for processing
classified information up to and including TOP SECRET. The facility is also
equipped with several conference rooms which have been constructed to meet
strict sound attenuation guidelines for classified discussions. Access to the
facility is controlled through a Hirsch Access Control System.
For secure communications, in addition to a classified facsimile machine,
there are four government-owned STU IIIs and seven Titan-owned STU IIIs
installed in the Reston classified work areas that will be available to support
this effort.
5-8
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[LOGO] TITAN
Physical, document, and personnel security are provided for in accordance
with specific guidance/security documentation provided by the government and the
Titan Security Standard Practices and Procedures (SPP) Manual. Titan currently
has accredited SCI facilities, an active Defense Courier Service account, an
active COMSEC account, and an AIS security program; all of which have been
approved and certified by the Defense Investigative Service (DIS). One can see
that our security capabilities exceed the requirements of this contract. In
doing so, they provide for any security-related contingency that might arise.
5.4.1 TITAN SECURITY PROCEDURES
All employees receive entry indoctrination and continuing training on
security. The Titan SPP and policies are briefly described below:
- Controls are in place to protect classified data and to maintain the
integrity and security of proprietary data acquired from other
contracts. These controls comply with the security requirements set
forth in the DoD Security Agreement (DD Form 441), the DoD
Industrial Security Manual (ISM) (DoD 5220.22M), and those specified
for any specific classified contract by the appropriate contract
security classification specification (DD Form 254). They will be
amended as necessary to reflect any future revisions or changes to
the ISM.
- Public or other release of classified information or unclassified
information is governed by user agency guidance, the ISM, and the
strict Titan policy of formal review of all documents to be released
outside the company. All such documents are thoroughly reviewed by
Titan's technical management and security staff and,
5-9
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
as appropriate, by the concerned government and user agencies prior
to external release.
- The Titan Reston, Virginia, SPP contains the standard procedures for
the security program Titan uses to safeguard government-furnished
and contractor-developed classified material prepared in conjunction
with a contract. The local DIS cognizant security office has
approved the Titan SPP.
For this contract all contractor personnel working on the contract shall
have a SECRET clearance. Contract performance involving classified information
will not be initiated until we receive in writing from the Contracting Officer
after coordination with the Civil Aviation Security Division the designated
personnel and authorized facilities for performance of classified work.
5.4.2 HANDLING OF CLASSIFIED INFORMATION
Upon receipt of the DD Form 254, the Facility Security Officer for the
Titan Reston, Virginia, facility will review the form for specific requirements,
such as controlled work areas or special accesses. The Facility Security Officer
will discuss these security needs with the Project Manager to ensure that all DD
Form 254 classification requirements are clearly understood. The Project Manager
and project staff will, with the assistance of the security staff, review the
classification of all project-generated classified material.
Classified material received or originated at Titan for this project will
be directed to the Document Control Center, entered into the automated document
control database, and made
5-10
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[LOGO] TITAN
available only to appropriately cleared personnel who have a "need-to-know"
requirement to access the information. The Titan Document Control Center
utilizes a Security Management System database which contains all document,
personnel, facility, and visitor information.
Classified material, up to and including TOP SECRET, that has been marked
for destruction is placed into a disintegrator approved by DIS and destroyed by
a cleared Titan employee and a cleared witness. Destruction certificates are
filed for the period of time prescribed in the ISM or other appropriate
government security guidance.
Titan has reproduction facilities which are approved by DIS for the
reproduction of classified material up to and including TOP SECRET.
5-11
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
[LOGO] TITAN
ANNEX A - TABLE OF ABBREVIATIONS
AAL Alaska Region, FAA
ACE Central Region, FAA
ADP Automated Data Processing
AEA Eastern Region, FAA
AFS Flight Standards Service
AGL Great Lakes Region, FAA
AIS Automated Information Systems
ANE New England Region, FAA
ANM Northwest-Mountain Region, FAA
ARTCC Air Route Traffic Control Center
ASO Southern Region, FAA
ASW Southwest Region, FAA
ATSC Air Traffic Service Cell
ATCT Air Traffic Control Tower
AWIS Army Worldwide Command and Control Information
AWP Western-Pacific Region, FAA
BMDO Ballistic Missile Defense Organization
C2 command and control
C3 command, control, and communications
C3I command, control, communications, and intelligence
C4I command, control, communications, computers, and intelligence
CATSS Computer-Assisted Training Support System
CCST Contingency Communications Support Team
CD-ROM Compact Disc - Read Only Memory
CDRG Catastrophic Disaster Response Group
CENTCOM U.S. Central Command
CEP Comprehensive Exercise Program
CFE Conventional Armed Forces in Europe
CFG Communications Functional Group
CIMEX Civil-Military Exercise
CIVEX Civil Exercise
CJCS Chairman, Joint Chiefs of Staff
CMC Crisis Management Center
CMX Crisis Management Exercise
CNN Cable News Network
CODIS Continuity of Defense Intelligence System
COG Continuity of Government
COMSEC Communications Security
CONOPS Concept of Operations
CONUS Continental United States
COOP Continuity of Operations Plan
COSIN Control Staff Instructions
COTR Contracting Officer's Technical Representative
A-1
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
CPX Command Post Exercise
CRG Crisis Response Group
CRS Crisis Response System
CRSG Crisis Response Steering Group
CRWG Crisis Response Working Group
CSEPP Chemical Stockpile Emergency Preparedness Program
D/As Departments and Agencies
DCA Defense Communications Agency (now DISA)
DELTEK a management information system
DIA Defense Intelligence Agency
DIS Defense Investigative Service
DISA Defense Information Systems Agency (formerly DCA)
DOD Department of Defense
DOE Department of Energy
DOJ Department of Justice
DOT Department of Transportation
DOT-EO Department of Transportation Emergency Organization
DPC Domestic Policy Council
EMS Emergency Management System(s); emergency medical system
EMT Emergency Management Team
ENDEX End of the Exercise
EO Emergency Organization
EOC Emergency Operations Center; Emergency Operating Center
EOP Emergency Operations Program; Emergency Operations Plan
EPA Environmental Protection Agency
ERT Emergency Response Team
ERT-N National Emergency Response Team
ESF Emergency Support Function
EST Emergency Support Team
EVALPLAN Evaluation Plan
EXPLAN Exercise Plan
FAA Federal Aviation Administration
FBI Federal Bureau of Investigation
FCO Federal Coordinating Officer
FEMA Federal Emergency Management Agency
FHWA Federal Highway Administration (DOT)
FPC Federal Preparedness Circular
FRERP Federal Radiological Emergency Response Plan
FRP Federal Response Plan
FSDOS Flight Standards District Office
FSE Full-Scale Exercise
FSS Flight Service Station
A-2
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GETS Government Emergency Telecommunications Service
GSA General Services Administration
HAZMAT Hazardous Material; Hazardous Materiels
HHS Department of Health and Human Services
HILEX High Level Exercise
Hq headquarters
HQ Headquarters
HQDA Headquarters, Department of the Army
IAG Interagency Advisory Group
INS Immigration and Naturalization Service
ISM Industrial Security Manual
JCS Joint Chiefs of Staff
JULLS Joint Universal Lessons Learned System
MIEP Mass Immigration Emergency Plan
MSEL Master Scenario Events List
NAS National Airspace System
NATO North Atlantic Treaty Organization
NCP National (Oil and Hazardous Substances Pollution) Contingency Plan
NCS National Communications System
NDER National Defense Executive Reserve
NDMS National Disaster Medical System
NEMT National Emergency Management Team
NPES Nuclear Planning and Execution System
NRC Nuclear Regulatory Commission
NSC National Security Council
NSEC National System for Emergency Coordination
NSEP National Security Emergency Preparedness
NSNF Non-Strategic Nuclear Force
NTCN National Telecommunications Coordination Network
NTMRS National Telecommunications Management Reference Series
NTMS National Telecommunications Management Structure
OCD Office of Civil Defense
OET Office of Emergency Transportation
OJCS Organization of the Joint Chiefs of Staff
OMNCS Office of the Manager, National Communication Systems
OPLAN Operations Plan
OSD Office of the Secretary of Defense
OSTP Office of Science and Technology Policy
PC personal computer
PCC Policy Coordinating Committee
A-3
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
PL Public Law
PAO Public Affairs Office(r)
REMT Regional Emergency Management Team
RETCO Regional Emergency Transportation Coordinator
RETREP Regional Emergency Transportation Representative
RFP Request for Proposal
SAC Space Applications Corporation
SCI Special Compartmented Information
SECON Security Condition
SETA System Engineering/Technical Assistance
SITREP Situation Report
SOP Standard Operating Procedure; Standing Operating Procedure
SOW Statement of Work
SPC Systems Planning Corporation
SPP Standard Practices and Procedures
STARTEX Start of the Exercise
T&E Test and Evaluation
TACE technical analysis and cost estimate
TASC The Analytical Sciences Corporation
Treas Department of Treasury
TV television
U.S. United States
USCENTCOM United States Central Command
USCG United States Coast Guard
USDA Department of Agriculture
USPACOM United States Pacific Command
VIP Very Important Person
VSAT Very Small Aperture Terminals
WBS Work Breakdown Structure
WINTEX Winter Exercise
A-4
<PAGE>
[LOGO] TITAN
ANNEX B - COMPLIANCE MATRIX
To assure our compliance with the requirements of this procurement, we
have constructed the following matrix. The matrix cross references the sections
of our proposal with the requirements stated in the solicitation/request for
proposal (RFP), including the evaluation criteria and SOW.
COMPLIANCE MATRIX
<TABLE>
<CAPTION>
===================================================================================================================
Proposal
Stated Requirements Source/Para. Section No.
------------------- ------------ -----------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Details of offerer's capabilities demonstrate understanding of
requirement. SO-L-3b 2.0
- -------------------------------------------------------------------------------------------------------------------
Proposal Presentation:
- Technical Proposal shall include Table of Abbreviations SO-L-4b Annex A
- Double-Spaced Text, printed on both sides SO-L-4b Vol 1
- Technical Proposal Table of Contents SO-L-4d pp i-iv
- Technical proposal limit: 4 Copies; 200 pages each SO-L-4e Vol I (198 pp)
- Cost Proposal Limit: 4 Copies; no page limit. SO-L-4e Vol II
- -------------------------------------------------------------------------------------------------------------------
Technical Proposal Format and Contents: SO-L-5.1
- Offerer discussion of evaluation criteria 2.3
- Offerer's understanding of solicitation requirement 2.1
- Offerer's understanding of the work to be undertaken 2.2
- Offerer's understanding of the scope of requirements 2.2, 2.4-2.7
- Offerer's demonstration of capabilities to perform 3.0, 4.0, 5.0
- Proposal cross reference to SOW Vol I, Annex B
- -------------------------------------------------------------------------------------------------------------------
Relevant Experience (Criterion 1): SO-L-5.1.1
- Relevant prior and current related experience 2.3.1, 4.1, 4.2
- Verifiable evidence demonstrating record for meeting schedule 4.1, 4.2
and completion dates for similar services
- Subcontractor record N/A
- -------------------------------------------------------------------------------------------------------------------
Key Personnel (Criterion 2) SO-L-5.1.2
- Quality and pertinence of experience and qualifications of 2.3.2, 3.1, 3.1.1
staff proposed 3.1.4, 3.2
- Identification/qualifications of proposed Project Manager 2.3.2, 3.1.1,
- Proposed participation of corporate officer/leaders 3.1.4, 3.2
2.3.2, 3.0, 3.1.5
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
B-1
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
<TABLE>
<CAPTION>
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Proposal
Stated Requirements Source/Para. Section No.
------------------- ------------ -----------
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Specific Technical Knowledge and Abilities (Criterion 3) SO-L-5.1.3 and
- Extent of knowledge and understanding of Federal Response Amend 0001 2.1.3, 2.3.1, 4.2
Plan
- Extent and source of knowledge and understanding of FAA 2.1.2, 2.3.1,
Order 1900.1E, FAA Emergency Operations Plan 4.2.1
- Extent and source of knowledge and understanding of problems
faced by local, State, and Federal responders to major disasters 2.3.3, 4.1, 4.2
- Evidence of experience and ability in producing clear, concise,
and technically accurate written materials and graphics 2.3.3, 4.1, 4.2,
Vol I
- -----------------------------------------------------------------------------------------------------------------------
Cost Proposal/Rates. SO-L-5.2 Vol II
- -----------------------------------------------------------------------------------------------------------------------
EVALUATION CRITERIA
Criterion 1 - Relevant Experience SO-M-5
- Experience, knowledge and ability to perform SOW activities 2.0, 3.0, 4.0
- Nature of past work performed, relevance, extent of completing
and overall performance 2.3.1, 4.1, 4.2
- Number and complexity, variety and scope of recent corporate
projects 2.3.1, 4.1, 4.2
- -----------------------------------------------------------------------------------------------------------------------
Criterion 2 - Key Personnel SO-M-5
- Quality and relevance of expertise and experience of key staff 2.2, 2.3.2, 3.1,
members proposed. 3.1.4, 3.2
- Relevant expertise and experience of proposed project manager. 2.2, 2.3.2,
3.1.4, 3.2
- Proposed participation of corporate leadership in performance of 2.3.2, 3.0, 3.1.5
tasks.
- -----------------------------------------------------------------------------------------------------------------------
Criterion 3 - Specific Technical Knowledge and Abilities SO-M-5
- Knowledge and understanding of the FRP and FAA Order l900.1E, 2.1.2-3, 2.3.1,
FAA Emergency Operations Plan. 4.2.1
- Knowledge and understanding of the problems faced by local, 2.3.3, 4.1, 4.2
State, and Federal responders resulting from a major disaster.
- Ability to produce clear, concise, and technically accurate 2.3.3, 4.1, 4.2,
written materials and graphics. Vol I
- -----------------------------------------------------------------------------------------------------------------------
SECURITY REQUIREMENTS
- The contractor's personnel and facilities shall meet the FAA SOW 3.1 5.4
security requirements based on the terms and conditions of the
contract.
- All contractor personnel working on this contract 3.1.3, 5.2, 5.4.1
shall have a SECRET clearance.
- -----------------------------------------------------------------------------------------------------------------------
Contract performance involving classified information is restricted to SOW 3.2 5.4.1
those facilities and personnel designated by Contracting Officer.
- -----------------------------------------------------------------------------------------------------------------------
The contractor shall safeguard all classified material and shall provide SOW 3.2 5.4.1
and maintain a system of security controls within its organization in
accordance with the requirements of: 1) the Department of Defense
Security Agreement (DD Form 441), 2) the Industrial Security Manual
(ISM) (Attachment to DD Form 441), and 3) any future revisions or
changes to the ISM.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
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[LOGO] TITAN
<TABLE>
<CAPTION>
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Proposal
Stated Requirements Source/Para. Section No.
------------------- ------------ -----------
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
- Contractor employees assigned to the project shall possess SOW 9.1 3.1.3, 5.2, 5.4.1
a SECRET security clearance.
- The contractor shall maintain a facility approved for the use and 5.4
storage of SECRET material.
- -----------------------------------------------------------------------------------------------------------------------
ACTIVITY REPORTS
- The contractor shall discuss the status of the project weekly SOW 4 3.4.4
with the Contracting Officer's Technical Representative
(COTR). These discussions will stree the status of the work.
- A monthly letter report will be submitted. This monthly report 3.4.4
will describe the progress of each task and a breakdown of
expenditures.
- -----------------------------------------------------------------------------------------------------------------------
TASKS
Task I. Develop and provide technical services in support of internal SOW 5.2 2.5
FAA exercises.
- -----------------------------------------------------------------------------------------------------------------------
Task II. Develop and provide technical services in support of FAA SOW 5.3 2.6
participation in exercises involving external agencies.
- -----------------------------------------------------------------------------------------------------------------------
Task III. Provide technical services in support of Headquarters and SOW 5.4 2.7
regional plan and standard operating procedures (SOP's) development.
- -----------------------------------------------------------------------------------------------------------------------
Paragraph 6. First Year Tasks and Deliverables: SOW 6 1.1, 2.0
- Five-regional tabletop exercise 1.1, 2.0
- Headquarters exercise 1.1, 2.0
- Multi-regional/headquarters exercise 1.1, 2.0
- -----------------------------------------------------------------------------------------------------------------------
OTHER
The contractor shall furnish all facilities and equipment necessary to SOW 8.2 5.3
perform this project.
=======================================================================================================================
</TABLE>
B-3
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
[LOGO] TITAN
Titan Proposal: P217
In Response To: DTFA06-94-R-30067
and Amendment No 0001
Dated December 2, 1994
TECHNICAL SERVICES
IN SUPPORT OF
THE FEDERAL AVIATION ADMINISTRATION'S
EMERGENCY OPERATIONS PROGRAM
VOLUME II
COST PROPOSAL
JANUARY 18, 1995
Copy 6 of 8 Copies
Submitted to: Submitted by:
DOT/Federal Aviation Administration Titan Corporation
Southern Region, ASO-55N Titan Systems Group
1701 Columbia Avenue 1900 Campus Commons Drive
College Park, Georgia 30337-2714 Reston, Virginia 22091-1535
================================================================================
THIS PROPOSAL OR QUOTATION INCLUDES DATA THAT SHALL NOT BE DISCLOSED OUTSIDE THE
GOVERNMENT AND SHALL NOT BE DUPLICATED, USED OR DISCLOSED IN WHOLE OR PART FOR
ANY PURPOSE OTHER THAN TO EVALUATE THIS PROPOSAL OR QUOTATION. IF HOWEVER, A
CONTRACT IS AWARDED TO THIS OFFEROR AS A RESULT OF OR IN CONNECTION WITH THE
SUBMISSION OF THIS DATA, THE GOVERNMENT SHALL HAVE THE RIGHT TO DUPLICATE, USE
OR DISCLOSE THE DATA TO THE EXTENT PROVIDED IN THE RESULTING CONTRACT. THIS
RESTRICTION DOES NOT LIMIT THE GOVERNMENT'S RIGHT TO USE INFORMATION CONTAINED
IN THE DATA IF IT IS OBTAINED FROM ANOTHER SOURCE WITHOUT RESTRICTION. THE DATA
SUBJECT TO THIS RESTRICTION IS CONTAINED IN ALL PAGES OF OUR PROPOSAL.
================================================================================
Use or disclosure of proposal data is subject to the restrictions on the title
page of this proposal.
<PAGE>
SOLICITATION NO. DTFA06-94-R-30067
TITAN PROPOSAL NO. P217
SECTION 1
ADMINISTRATIVE DATA
Our proposal is submitted on a Firm Fixed Price basis and shall remain valid
for a period of sixty (60) days from submission. The Titan Corporation is a
publicly held company traded on the NYSE, and is a large business.
1.1 AUTHORIZED REPRESENTATIVES
The following personnel are authorized to negotiate on behalf of The Titan
Corporation, Titan Systems Division (Titan):
Sherrie R. Manuel, Contracts Representative (703) 758-5642
Linda M. Frady, Director of Contracts - East (703) 758-5640
1.2 ADMINISTRATIVE INFORMATION
Any resultant contract shall be issued to the following:
The Titan Corporation
Titan Systems Division
1900 Campus Commons Drive, Suite 400
Reston, Virginia 22091
Attn: Contracts Department
1.3 REMITTANCE ADDRESS
Titan will invoice this contract twice monthly. Payment terms are net 30
days. Titan's remittance address is:
Titan Systems Division
Post Office Box 3656
Los Angeles, CA 90051-3656
1.4 COGNIZANT ADMINISTRATIVE AGENCIES
Titan is under the cognizance of DCMAO and DCAA and undergoes periodic
audits by both. Titan's cognizant Administrative Contracting Office (ACO) is:
Defense Contract Management Command
Defense Contract Management Area Operations -- Baltimore
Attention: Mr. Waymon Carroll
10500 Battleview Parkway
Manassas, Virginia 22110-2342
<PAGE>
SOLICITATION NO. DTFA06-94-R-30067
TITAN PROPOSAL NO. P217
Titan is under the audit cognizance of the following:
Defense Contract Audit Agency
Fairfax Branch Office
Attention: Mr. Jeff Shaffer
171 Elden Street, Suite 315
Herndon, Virginia 22070-4810
1.5 FINANCIAL RESOURCES
Titan has the necessary financial resources for performance of any contract
resulting from this proposal.
1.6 ACCOUNTING SYSTEM
Titan, a large company with the majority of its contract work performed for the
U.S. Government under various types of contracts has a cost accounting system
capable of accounting for and reporting cost in accordance with the Federal
Acquisition Regulations. Titan's accounting system has the flexibility and depth
necessary to provide a variety of cost reports on a bi-monthly basis for
accounting, budgeting and reporting needed to form the basis for effective
fiscal control.
1.7 CONTRACT ADMINISTRATION
All administration on this contract will be handled by Ms. Sherrie Manuel;
therefore, any resultant contract or related correspondence should be forwarded
to her attention at the following address:
The Titan Corporation
Titan Systems Division
1900 Campus Commons Drive, Suite 400
Reston, Virginia 22091
1.8 TERMS AND CONDITIONS
This proposal has been prepared in accordance with the solicitation
requirements. Any information inadvertently omitted or required will be promptly
furnished upon request. We firmly believe that our proposal is fair, reasonable
and represents the best value for the Government.
1.9 DISCLOSURE OF CONFLICTS OF INTEREST
Titan hereby certifies that to the best of our knowledge and belief no
affiliation exits relevant to possible conflicts of interest.
<PAGE>
SOLICITATION NO. DTFA06-94-R-30067
TITAN PROPOSAL NO. P217
SECTION 2
STANDARD FORM 33 - SOLICITATION, OFFER AND AWARD
TITAN LABOR RATES
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<PAGE>
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SOLICITATION, OFFER AND AWARD
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1. THIS CONTRACT IS A RATED ORDER Rating PAGE OF
UNDER DPAS (15 CFR 350) > 1 45 PAGES
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2. CONTRACT NO. 3. SOLICITATION NO. 4. TYPE OF SOLICITATION
|_| SEALED BID (IFB)
DTFA06-94-R-30067 |_| NEGOTIATED (RFP)
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5. DATE ISSUED 6.REQUISITION PURCHASE NO.
11/10/94
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7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)
DOT/FEDERAL AVIATION ADMINISTRATION SAME AS BLOCK 7
SOUTHERN REGION, ASO-55N
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA 30337
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NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".
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SOLICITATION
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9. Sealed offers in original and 3 copies for furnishing the supplies or
services in the Schedule will be received at the place specified in Item 8,
or if handcarried, in the depository located in BLOCK 7 until 4:30pm (Hour)
local time 12/16/94 (Date)
CAUTION -- LATE Submissions, Modifications, and Withdrawals. See Section L,
Provision No. 52.214.7 or 52.215.10. All offers are subject to all terms and
conditions contained in this solicitation.
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10. FOR INFORMATION A. NAME B. TELEPHONE NO. (Include area code)
CALL: > MARJORIE M. BROOKS (404) 305-5778 (NO COLLECT CALLS)
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11. TABLE OF CONTENTS
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X SEC. DESCRIPTION PAGE(S)
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PART I -- THE SCHEDULE
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X A SOLICITATION/CONTRACT FORM 1
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X B SUPPLIES OR SERVICES AND PRICES/COSTS 1A
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X C DESCRIPTION/SPECS./WORK STATEMENT 2
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X D PACKAGING AND MARKING 3
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X E INSPECTION AND ACCEPTANCE 4
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X F DELIVERIES OR PERFORMANCE 5
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X G CONTRACT ADMINISTRATION DATA 6-7
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X H SPECIAL CONTRACT REQUIREMENTS 8-10
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PART II -- CONTRACT CLAUSES
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X I CONTRACT CLAUSES 11-25
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PART III -- LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
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X J LIST OF ATTACHMENTS 26
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PART IV -- REPRESENTATIONS AND INSTRUCTIONS
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X K REPRESENTATIONS, CERTIFICATIONS AND
OTHER STATEMENTS OF OFFERORS 27-37
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X L INSTRS., CONDS., AND NOTICES TO OFFERORS 38-42
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X M EVALUATION FACTORS FOR AWARD 43-45
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OFFER (Must be fully completed by offeror)
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NOTE: Item 12 does not apply if the solicitation includes the provisions at
52.214-16, Minimum Bid Acceptance Period.
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12. In compliance with the above, the undersigned agrees, if this offer is
accepted within ______ calendar days (60 calendar days unless a different period
is inserted by the offeror) from the date for receipt of offers specified above,
to furnish any or all items upon which prices are offered at the price set
opposite each item, delivered at the designated point(s), within the time
specified in the schedule.
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13. DISCOUNT FOR PROMPT PAYMENT (See 10 CALENDAR DAYS 20 CALENDAR DAYS
Section I, Clause No. 52-232-8) > % %
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30 CALENDAR DAYS CALENDAR DAYS
% %
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14 ACKNOWLEDGMENT OF AMENDMENTS AMENDMENT NO. DATE
(The offeror acknowledges receipt 0001 12/02/94
of amendments to the SOLICITATION
for offerors and related documents
numbered and dated:) AMENDMENT NO. DATE
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15A. NAME CODE FACILITY 2T213
AND
ADDRESS The Titan Corporation
OF Titan Systems Division
OFFEROR 1900 Campus Commons Drive, Suite 400
Reston, VA 22091
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16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER
(Type or print)
Linda M. Frady
Director of Contracts -- East
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15B. TELEPHONE NO. (Include area code) 15C. CHECK IF REMITTANCE ADDRESS
|X| IS DIFFERENT FROM ABOVE. ENTER
(703) 758-5640 SUCH ADDRESS IN SCHEDULE
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17. SIGNATURE 18. OFFER DATE
/s/ Linda M. Frady 18 JAN 95
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AWARD (To be completed by Government)
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19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT
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21. ACCOUNTING AND APPROPRIATION
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22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:
|_| 10 U S C 23O4(e)( ) |_| 41 U S C 253(c)( )
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23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM
(4 copies unless otherwise specified) >
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24. ADMINISTERED BY (if other than item 7) CODE
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25. PAYMENT WILL BE MADE BY CODE
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26. NAME OF CONTRACTING OFFICER (Type or print)
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27. UNITED STATES OF AMERICA 28. AWARD DATE
(Signature of Contracting Officer)
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IMPORTANT -- Award will be made on this Form, or on Standard Form 26, or by
other authorized official written notice.
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NSN 75.40_01_152_8064 33-133 STANDARD FORM 33(REV. 4-89)
PREVIOUS EDITION NOT USABLE Prescribed by GSA
FAR (40 CFR) 53.214(c)
<PAGE>
RFP NO. DTFA06-94-R-30067
TITAN PROPOSAL NO. P217
FY 95 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
O1 JANUARY 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
ONSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------ ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
OFFSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions
on the Title Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
RFP NO. DTFA06-94-R-30067
TITAN PROPOSAL NO. P217
FY 96 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
O1 JANUARY 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
ONSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------ ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
OFFSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions
on the Title Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
RFP NO. DTFA06-94-R-30067
TITAN PROPOSAL NO. P217
FY 97 BID RATE DEVELOPMENT USING BID RATES EFFECTIVE
O1 JANUARY 1995
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
ONSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------ ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
<TABLE>
<CAPTION>
BASE ESCL OVHD G&A FEE RATE @
OFFSITE RC-11 RATE [...***...] [...***...] SUB-T [...***...] SUB-T [...***...] SELL
- ------------- ---- ----------- ----------- ----- ----------- ----- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
[...***...] [...***...]
</TABLE>
Use or Disclosure of Proposal Data is Subject to the Restrictions
on the Title Page of this Proposal
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
SOLICITATION NO. DTFA06-94-R-30067
TITAN PROPOSAL NO. P217
SECTION 3
COST ELEMENT DATA
Upon issuance of task orders from any resultant contract, Titan will apply its
standard estimating methodology to develop the resources required to
successfully support the Statement of Work (SOW) requirements. Titan's method
involves the analysis of the SOW requirements by the designated program manager
and senior technical staff members. Resources are then planned against these
requirements. The personnel involved in both the resource allocation and review
processes are selected based on their areas of expertise on similar efforts.
3.1 ENGINEERING LABOR
3.1.1 ENGINEERING LABOR HOURS
Titan will apply its standard estimating methods to develop the hours and skill
mix required to successfully support the SOW requirements. These estimates will
be based on the requirements of the SOW and Titan's previous experience gained
in support of similar types of efforts.
3.1.2 DIRECT LABOR RATES
Titan charges direct labor costs to contracts based upon the actual hours worked
by each individual employee, times the employee's labor rate. Bid rates are
based on the average hourly rates of the employees in each bid level. The bid
rates used in costing this effort are effective 01 January 1995. Escalation has
been applied to the proposed effort.
3.2 INDIRECT EXPENSE
Titan's fiscal year (TFY) is 01 January through 31 December.
3.2.1 MATERIAL/SUBCONTRACT OVERHEAD
A rate is applied to material/subcontract costs. This rate includes the costs of
purchasing and subcontract administration. No material or subcontract costs have
been proposed.
3.2.2 ONSITE (TITAN FACILITY) LABOR OVERHEAD
A rate is applied to the onsite direct labor dollar base. This rate includes the
cost of fringe benefits and other costs such as division management, contract
administration, personnel, security, and occupancy.
<PAGE>
SOLICITATION NO. DTFA06-94-R-30067
TITAN PROPOSAL NO. P217
3.2.3 OFFSITE (NON-TITAN FACILITY) LABOR OVERHEAD
A rate is applied to the offsite direct labor dollar base. This rate includes
the cost of fringe benefits and other costs such as division management,
contract administration, personnel, and security.
3.2.4 GENERAL AND ADMINISTRATIVE (G&A) EXPENSE
A rate is applied to the total direct cost plus overhead, excluding the cost of
materials/subcontracts. This rate includes costs for accounting, corporate
management, and Bid and Proposal (B&P) activity.
3.3 TRAVEL
Travel required will be in accordance with the SOW requirements, Titan's travel
policy, and the Joint Travel Regulations.
3.4 OTHER DIRECT COSTS
Other direct costs will be in accordance with the SOW requirements.
3.5 REPRODUCTION
Reproduction costs will be in accordance with the SOW requirements.
3.6 FEE
Titan has proposed a fee of [...***...] that we feel is fair and reasonable for
this effort.
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
SOLICITATION NO. DTFA06-94-R-30067
TITAN PROPOSAL NO. P217
SECTION 4
SECTION K
REPRESENTATIONS AND CERTIFICATIONS
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27
PART IV - SECTION K
REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS
52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE. (JUN 1988)
This solicitation incorporates one or more solicitation provisions by
reference, with the same force and effect as if they were given in full text.
Upon request, the Contracting Officer will make their full text available.
(End of provision)
I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
SOLICITATION PROVISIONS
52.222-21 CERTIFICATION OF NONSEGREGATED FACILITIES. (APR 1984)
52.223-5 CERTIFICATION REGARDING A DRUG-FREE WORKPLACE. (JUL 1990)
* * *
52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION. (APR 1985)
(a) The offeror certifies that--
(1) The prices in this offer have been arrived at independently,
without, for the purpose of restricting competition, any consultation,
communication, or agreement with any other offeror or competitor relating to (i)
those prices, (ii) the intention to submit an offer, or (iii) the methods or
factors used to calculate the prices offered;
(2) The prices in this offer have not been and will not be knowingly
disclosed by the offeror, directly or indirectly, to any other offeror or
competitor before bid opening (in the case of a sealed bid solicitation) or
contract award (in the case of a negotiated solicitation) unless otherwise
required by law; and
(3) No attempt has been made or will be made by the offeror to
induce any other concern to submit or not to submit an offer for the purpose of
restricting competition.
(b) Each signature on the offer is considered to be a certification by the
signatory that the signatory--
(1) Is the person in the offeror's organization responsible for
determining the prices being offered in this bid or proposal, and that the
signatory has not participated and will not participate in any action contrary
to subparagraphs (a)(1) through (a)(3) above; or
(2) (i) Has been authorized in writing, to act as agent for the
following principals in certifying that those principals have not participated,
and will not participate in any action contrary to subparagraphs (a)(1) through
(a)(3) above. Linda N. Frady, Director of Contracts - East (insert full name of
person(s) in the offeror's organization responsible for determining the prices
offered in this bid or proposal, and the title of his or her position in the
offeror's organization.)
(ii) As an authorized agent, does certify that the principals
named in subdivision (b)(2)(i) above have not participated, and will not
participate, in any action contrary to subparagraphs (a)(1) through (a)(3)
above; and
(iii) As an agent, has not personally participated, and will
not participate, in any action contrary to subparagraphs (a)(1) through (a)(3)
above.
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28
(c) If the offeror deletes or modifies subparagraph (a)(2) above, the
offeror must furnish with its offer a signed statement setting forth in detail
the circumstances of the disclosure.
(End of provision)
52.203-4 CONTINGENT FEE REPRESENTATION AND AGREEMENT. (APR 1984)
(a) Representation. The offeror represents that, except for full-time
bona fide employees working solely for the offeror, the offeror--
Note: The offeror must check the appropriate boxes. For interpretation of
the representation, including the term "bona fide employee," see Subpart 3.4 of
the Federal Acquisition Regulation.
(1) / / has, /XX/ has not employed or retained any person or company
to solicit or obtain this contract; and
(2) / / has, /XX/ has not paid or agreed to pay to any person or
company employed or retained to solicit or obtain this contract any commission,
percentage, brokerage, or other fee contingent upon or resulting from the award
of this contract.
(b) Agreement. The offeror agrees to provide information relating to the
above Representation as requested by the Contracting Officer and, when
subparagraph (a)(1) or (a)(2) is answered affirmatively, to promptly submit to
the Contracting Officer--
(1) A completed Standard Form 119, Statement of Contingent or Other
Fees, (SF 119); or
(2) A signed statement indicating that the SF 119 was previously
submitted to the same contracting office, including the date and applicable
solicitation or contract number, and representing that the prior SF 119 applies
to this offer or quotation.
(End of provision)
52.203-8 REQUIREMENT FOR CERTIFICATE Of PROCUREMENT INTEGRITY (NOV 1990) --
ALTERNATE I. (SEP 1990)
(a) Definitions. The definitions set forth in FAR 3.104-4 are hereby
incorporated in this provision.
(b) Certifications. As required in paragraph (c) of this provision, the
officer or employee responsible for this offer shall execute the following
certification:
Certificate of Procurement Integrity
(1) I, Linda M. Frady (Name of certifier), am the officer or employee
responsible for the preparation of this offer or bid and hereby certify that, to
the best of my knowledge and belief, with the exception of any information
described in this certificate, I have no information concerning a violation or
possible violation of subsection 27(a), (d) or (f) of the Office of Federal
Procurement Policy Act, as amended* (41 U.S.C. 423) (hereinafter referred to as
"the Act"), as implemented in the FAR, occurring during the conduct of this
procurement DTFA06-94-R-30067 (solicitation number).
(2) As required by subsection 27(e)(1)(B) of the Act, I further certify
that, to the best of my knowledge and belief, each officer, employee, agent,
representative, and consultant of Titan Corporation (Name of offeror) who has
participated personally and substantially in the preparation or submission of
this offer has certified that he or she is familiar with, and will comply with,
the requirement of this subsection 27(a) of the Act, as
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29
implemented in the FAR, and will report immediately to me any information
concerning a violation or possible violation of the Act, as implemented in the
FAR, pertaining to this procurement.
(3) Violations or possible violations:
(Continue on plain bond paper if necessary and label Certificate of Procurement
Integrity (Continuation Sheet), ENTER NONE IF NONE EXISTS)
NONE
(4) I agree that, if awarded a contract under this solicitation, the
certification required by subsection 27(e)(l)(B) of the Act shall be maintained
in accordance with paragraph (f) of this provision.
(Signature of the Officer or Employee (Date)
Responsible for the Offer)
Linda M. Frady /s/ Linda M. Frady 1/18/95
- --------------------------------------
(Typed Name of the Officer or Employee
Responsible for the Offer)
*The Act became effective on December 1, 1990.
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES CODE,
SECTION 1001.
(End of certification)
(c) For procurements, including contract modifications, in excess of
$100,000 made using procedures other than sealed bidding, the signed
certifications shall be submitted by the successful Offeror to the Contracting
Officer within the time period specified by the Contracting Officer when
requesting the certificates except as provided in subparagraphs (c)(1) through
(c)(5) of this clause. In no event shall the certificate be submitted
subsequent to award of a contract or execution of a contract modification:
(1) For letter contracts, other unpriced contracts, or unpriced
contract modifications, whether or not the unpriced contract or modification
contains a maximum or not to exceed price, the signed certifications shall be
submitted prior to the award of the letter contract, unpriced contract, or
unpriced contract modification, and prior to the definitization of the letter
contract or the establishment of the price of the unpriced contract or unpriced
contract modification. The second certification shall apply only to the period
between award of the letter contact and execution of the document definitizing
the letter contract, or award of the unpriced contract or unpriced contract
modification and execution of the document establishing the definitive price of
such unpriced contract or unpriced contract modification.
(2) For basic ordering agreements, prior to the execution of a
priced order; prior to the execution of an unpriced order, whether or not the
unpriced order contains a maximum or not to exceed price; and, prior to
establishing the price of an unpriced order. The second certificate to be
submitted for unpriced orders shall apply to the period between award of the
unpriced order and execution of the document establishing the definitive price
for such order.
(3) A certificate is not required for indefinite delivery contracts
(see subpart 16.5) unless the total estimated value of all orders eventually to
be placed under the contract is expected to exceed $100,000.
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30
(4) For contracts and contract modifications which include options,
a certificate is required when the aggregate value of the contract or contract
modification and all options (see 3.104-4(e)) exceeds $100,000.
(5) For purposes of contracts entered into under section 8(a) of the
SBA, the business entity with whom the SBA contracts, and not the SBA, shall be
required to comply with the certification requirements of subsection 27(e). The
SBA shall obtain the signed certificate from the business entity and forward the
certificate to the Contracting Officer prior to the award of a contract to the
SBA.
(6) Failure of an Offeror to submit the signed certificate within
the time prescribed by the Contracting Officer shall cause the offer to be
rejected.
(d) Pursuant to FAR 3.104-9(d), the Offeror may be requested to execute
additional certifications at the request of the Government. Failure of an
offeror to submit the additional certifications shall cause its offer to be
rejected.
(e) A certification containing a disclosure of a violation or possible
violation will not necessarily result in the withholding of an award under this
solicitation. However, the Government, after evaluation of the disclosure, may
cancel this procurement or take any other appropriate actions in the interest of
the Government, such as disqualification of the Offeror.
(f) In making the certification in subparagraph (b)(2) of the certificate,
the officer or employee of the competing contractor responsible for the offer
may rely upon a one-time certification from each individual required to submit
a certification to the competing contractor, supplemented by periodic training.
These certifications shall be maintained by the Contractor for 6 years from the
date a certifying employee's employment with the company ends or, for an agent,
representative, or consultant, 6 years from the date such individual ceases to
act on behalf of the Contractor.
(g) Certifications under paragraphs (b) and (d) of this provision are a
material representation of fact upon which reliance will be placed in awarding a
contract.
(End of provision)
52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN
FEDERAL TRANSACTIONS (APR 1991)
(a) The definitions and prohibitions contained in the clause, at FAR
52.203-12, Limitation on payments to influence Certain Federal Transactions,
included in this solicitation, are hereby incorporated by reference in paragraph
(b) of this certification.
(b) The offeror, by signing its offer, hereby certifies to the best of his
or her knowledge and belief that on or after December 23, 1989,-
(1) No Federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress on his or her behalf in
connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal Loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment
or modification of any Federal contract, grant, loan or cooperative
agreement;
(2) If any funds other than Federal appropriated funds (including
profit or fee received under a covered Federal transaction) have been
paid, or will be paid, to any person for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of Congress on
his
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31
or her behalf in connection with this solicitation, the offeror shall
complete and submit, with its offer, OMB standard form LLL, Disclosure of
Lobbying Activities, to the Contracting Officer; and
(3) He or she will include the language of this certification in all
subcontract awards at any tier and require that all recipients of
subcontract awards in excess of $100,000 shall certify and disclose
accordingly.
(c) Submission of this certification and disclosure is a prerequisite for
making or entering into this contract imposed by section 1352, title 31, United
States Code. Any person who makes an expenditure prohibited under this provision
or who fails to file or amend the disclosure form to be filed or amended by this
provision, shall be subject to a civil penalty of not less than $10,000, and not
more than $100,000, for each such failure.
(End of Provision)
52.204-3 TAXPAYER IDENTIFICATION. (MAR 1994)
(a) Definitions.
"Common parent," as used in the solicitation provision, means that
corporate entity that owns or controls an affiliated group of corporations that
files its Federal income tax returns on a consolidated basis, and of which the
Offeror is a member.
"Corporate status," as used in this solicitation provision, means a
designation as to whether the Offeror is a corporate entity, an unincorporated
entity (e.g., sole proprietorship or partnership), or a corporation providing
medical and health care services.
"Taxpayer Identification Number (TIN)," as used in this solicitation
provision, means the number required by the IRS to be used by the Offeror in
reporting income tax and other returns.
(b) All Offerors are required to submit the information required in paragraphs
(c) through (e) of this solicitation provision in order to comply with reporting
requirements of 26 U.S.C. 6041, 6041A, and 6050M and implementing regulations
issued by the Internal Revenue Service (IRS). If the resulting contract is
subject to reporting requirements described in FAR 4.903, the failure or refusal
by the Offeror to furnish the information may result in a 31 percent reduction
of payments otherwise due under the contract.
(c) Taxpayer Identification Number (TIN).
(XX) TIN: 952588754.
( ) TIN has been applied for.
( ) TIN is not required because:
( ) Offeror is a nonresident alien, foreign corporation, or foreign
partnership that does not have income effectively connected with the
conduct of a trade or business in the U.S. and does not have an
office or place of business or a fiscal paying agent in the U.S.;
( ) Offeror is an agency or instrumentality of a foreign
government;
( ) Offeror is an agency or instrumentality of a Federal, state or
local government;
( ) Other. State basis. __________________________.
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32
(d) Corporate Status.
( ) Corporation providing medical and health care services, or
engaged in the billing and collecting of payments for such services;
(XX) Other corporate entity;
( ) Not a corporate entity;
( ) Sole proprietorship
( ) Partnership
( ) Hospital or extended care facility described in 26 CFR
501(c)(3) that is exempt from taxation under 26 CFR 501(a).
(e) Common Parent.
(XX) (Offeror is not owned or controlled by a common parent as
defined in paragraph (a) of this clause.
( ) Name and TIN of common parent:
Name____________________________________________________________________________
TIN_____________________________________________________________________________
(End of provision)
52.209-5 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT AND
OTHER RESPONSIBILITY MATTERS. (MAY 1989)
(a)(1) The Offeror certifies, to the best of its knowledge and belief,
that--
(i) The Offeror and/or any of its Principals--
(A) Are ( ) are not (XX) presently debarred, suspended,
proposed for debarment, or declared ineligible for the award of contracts by any
Federal agency.
(B) Have ( ) have not (XX), within a three-year period
preceding this offer, been convicted of or had a civil judgment rendered against
them for: commission of fraud or a criminal offense in connection with
obtaining, attempting to obtain, or performing a public (Federal, state, or
local) contract or subcontract; violation of Federal or state antitrust statues
relating to the submission of offers; or commission of embezzlement, theft,
forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property: and
(C) Are ( ) are not (XX) presently indicted for, or otherwise
criminally or civilly charged by a governmental entity with, commission of any
of the offenses enumerated in subdivision (a)(1)(i)(B) of this provision.
(ii) The Offeror has ( ) has not (XX), within a three-year period
preceding this offer, had one or more contracts terminated for default by any
Federal agency.
(2) "Principals," for the purposes of this certification, means officers;
directors; owners; partners; and, persons having primary management or
supervisory responsibilities within a business entity (e.g., general manager;
plant manager; head of a subsidiary, division, or business segment, and similar
positions).
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF
<PAGE>
33
THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS OR FRAUDULENT
CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001,
TITLE 18, UNITED STATES CODE.
(b) The Offeror shall provide immediate written notice to the Contracting
Officer if, at any time prior to contract award, the Offeror learns that its
certification was erroneous when submitted or has become erroneous by reason of
changed circumstances.
(c) A certification that any of the items in paragraph (a) of this
provision exists will not necessarily result in withholding of an award under
this solicitation. However, the certification shall be considered in connection
with a determination of the Offeror's responsibility. Failure of the Offeror to
furnish a certification or provide such additional information as requested by
the Contracting Officer may render the Offeror nonresponsible.
(d) Nothing contained in the foregoing shall be construed to require
establishment of a system of records in order to render, in good faith, the
certification required by paragraph (a) of this provision. The knowledge and
information of an Offeror is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
(e) The certification in paragraph (a) of this provision is a material
representation of fact upon which reliance was placed when making award. If it
is later determined that the Offeror knowingly rendered an erroneous
certification, in addition to other remedies available to the Government, the
Contracting Officer may terminate the contract resulting from this solicitation
for default.
(End of provision)
52.209-7 ORGANIZATIONAL CONFLICTS OF INTEREST CERTIFICATE-MARKETING CONSULTANTS.
(NOV 1991)
(a) Definitions.
(1) Marketing consultant means any independent contractor who
furnishes advise, information, direction, or assistance to an offeror or any
other contractor in support of the preparation or submission of an offer for a
government contract by that offeror. An independent Contractor is not a
marketing consultant when rendering--
(i) Services excluded in FAR 37.204;
(ii) Routine engineering and technical service (such as
installation, operation, or maintenance of systems, equipment, software,
components, or facilities);
(iii) Routine legal, actuarial, auditing, and accounting
services; or
(iv) Training services.
(2) Organizational conflict of interest means that because of other
activities or relationships with other persons, a person is unable or
potentially unable to render impartial assistance or advice to the Government,
or the person's objectivity in performing the contract work is or might be
otherwise impaired, or a person has an unfair competitive advantage.
(b) An individual or firm that employs, retains, or engages contractually
one or more marketing consultants in connection with a contract, shall submit to
the contracting officer, with respect to each marketing consultant, the
certificates described below, if the individual or firm is notified that it is
the apparent successful offeror.
(c) The certificate must contain the following:
(1) The name of the agency and the number of the solicitation in
question.
(2) The name, address, telephone number, and federal taxpayer
identification number of the marketing consultant.
(3) The name, address and telephone number of a responsible officer
or
<PAGE>
34
employee of the marketing consultant who has personal knowledge of the marketing
consultants involvement in the contract.
(4) A description of the nature of the services rendered by or to be
rendered by the marketing consultant.
(5) The name, address, and telephone number of the client or
clients, and the name of a responsible officer or employee of the marketing
consultant who is knowledgeable about the service provided to such client(s),
and a description of the nature of the services rendered to such client(s), if,
based on information provided to the Contractor by the marketing consultant is
rendering or, in the 12* months preceding the date of the certificate, has
rendered services respecting the same subject matter of the instant
solicitation, or directly relating to such subject matter, to the Government or
any other client (including any foreign government or person).
(6) A statement that the person who signs the certificate for the
prime Contractor has informed the marketing consultant of the existence of
subpart 9.5 and Office of Federal Procurement Policy Letter 89-1.
(7) The signature, name, title, employer's name, address, and
telephone number of the persons who signed the certificates for both the
apparent successful offeror and the marketing consultant.
(d) In addition, the apparent successful offeror shall forward to the
Contracting Officer a certificate signed by the marketing consultant that the
marketing consultant has been told of the existence of subpart 9.5 and Office of
Federal Procurement Policy Letter 89-1, and the marketing consultant has made
inquiry, and to the best of the consultant's knowledge and belief, the
consultant has provided no unfair competitive advantage to the prime Contractor
with respect to the services rendered or to be rendered in connection with the
solicitation, or that any unfair competitive advantage that, to the best of the
consultant's knowledge and belief, does or may exist, has been disclosed to the
offeror.
(e) Failure of the offeror to provide the required certifications may
result in the offeror being determined ineligible for award. Misrepresentation
of any fact may result in the assessment of penalties associated with false
certifications or such other provisions provided for by law or regulation.
(End of provision)
52.215-6 TYPE OF BUSINESS ORGANIZATION. (JUL 1987)
The offeror or quoter, by checking the applicable box, represents that:
(a) It operates as /XX/ a corporation incorporated under the laws of the
State of Delaware, / / an individual, / / a nonprofit organization, or / / a
joint venture; or
(b) If the offeror or quoter is a foreign entity, it operates as / / an
individual, / / a partnership, / / a nonprofit organization, / / a joint
venture, or / / a corporation, registered for business in _________. (country)
(End of provision)
52.215-11 AUTHORIZED NEGOTIATORS. (APR 1984)
The offeror or quoter represents that the following persons are authorized
to negotiate on its behalf with the Government in connection with this request
for proposals or quotations:
- --------------------------------------------------------------------------------
<PAGE>
35
Sherrie R. Manuel, Contracts Representative (703) 758-5642
- --------------------------------------------------------------------------------
Linda M. Frady, Director of Contracts -- East (703) 758-5640
- --------------------------------------------------------------------------------
(End of provision)
52.219-1 SMALL BUSINESS CONCERN REPRESENTATION. (JAN 1991)
(a) Representation. The offeror represents and certifies as part of its
offer that it / / is, /XX/ is not a small business concern and that / / all,
/XX/ not all end items to be furnished will be manufactured or produced by a
small business concern in the United States, its territories or possessions,
Puerto Rico, or the Trust Territory of the Pacific Islands.
(b) Definition. Small business concern, as used in this provision, means a
concern, including its affiliates, that is independently owned and operated, not
dominant in the field of operation in which it is bidding on Government
contracts, and qualified as a small business under the size standards in this
solicitation.
(c) Notice. Under 15 U.S.C. 645(d), any person who misrepresents a firm's
status as a small business concern in paragraph (a) of this clause in order to
obtain a contract to be awarded under the preference programs established
pursuant to sections 8(a), 8(b), 9, or 15 of the Small Business Act or any other
provision of Federal law that specifically references section 8(d) for a
definition of program eligibility, shall--
(1) be punished by imposition of fine, imprisonment, or both;
(2) be subject to administrative remedies, including suspension and
debarment; and
(3) be ineligible for participation in programs conducted under the
authority of the Act.
(End of provision)
52.219-2 SMALL DISADVANTAGED BUSINESS CONCERN REPRESENTATION. (FEB 1990)
(a) Representation. The offeror represents that it / / is, /XX/ is not a
small disadvantaged business concern.
(b) Definitions.
Asian-Pacific American, as used in this provision, means a United States
citizen whose origins are in Japan, China, the Philippines, Vietnam, Korea,
Samoa, Guam, the U.S. Trust Territory of the Pacific Islands (Republic of
Palau), the Northern Mariana Islands, Laos, Kampuchea (Cambodia), Taiwan, Burma,
Thailand, Malaysia, Indonesia, Singapore, Brunei, Republic of the Marshall
Islands, or the Federated States of Micronesia.
Indian tribe, as used in this provision, means any Indian tribe, band,
nation, or other organized group or community of Indians, including any Alaska
Native Corporation as defined in 13 CFR 124.100 which is recognized as eligible
for the special programs and services provided by the U.S. to Indians because of
their status as Indians, or which is recognized as such by the State in which
such tribe, band, nation, group, or community resides.
Native Americans, as used in this provision, means American Indians,
Eskimos, Aleuts, and native Hawaiians.
Native Hawaiian Organizations, as used in this provision, means any
community service organization serving Native Hawaiians in, and charted as a
not-for-profit organization by, the State of Hawaii, which is controlled by
Native Hawaiians, and whose business activities will principally benefit such
<PAGE>
36
Native Hawaiians.
Small business concern, as used in this provision, means a concern,
including its affiliates, that is independently owned and operated, not dominant
in the field of operation in which it is bidding on Government contracts, and
qualified as a small business under the criteria and size standards in 13 CFR
121.
Small disadvantaged business concern, as used in this provision, means a
small business concern that (a) is at least 51 percent unconditionally owned by
one or more individuals who are both socially and economically disadvantaged, or
a publicly owned business having at least 51 percent of its stock
unconditionally owned by one or more socially and economically disadvantaged
individuals and (b) has its management and daily business controlled by one or
more such individuals. This term also means a small business concern that is at
least 51 percent unconditionally owned by an economically disadvantaged Indian
tribe or Native Hawaiian Organization, or a publicly owned business having at
least 51 percent of its stock unconditionally owned by one of these entities
which has its management and daily business controlled by members of an
economically disadvantaged Indian tribe or Native Hawaiian Organization, and
which meets the requirements of 13 CFR 124.
Subcontinent Asian American, as used in this provision, means a United
States citizen whose origins are in India, Pakistan, Bangladesh, Sri Lanka,
Bhutan, or Nepal.
(c) Qualified groups. The offeror shall presume that socially and
economically disadvantaged individuals include Black Americans, Hispanic
Americans, Native Americans, Asian-Pacific Americans, Subcontinent Asian
Americans, and other individuals found to be qualified by SBA under 13 CFR 124.
The offeror shall presume that socially and economically disadvantaged entities
also include Indian tribes and Native Hawaiian Organizations.
(End of provision)
52.219-3 WOMEN-OWNED SMALL BUSINESS REPRESENTATION. (APR 1984)
(a) Representation. The offeror represents that it / / is, /XX/ is not a
women-owned small business concern.
(b) Definitions.
"Small business concern," as used in this provision, means a concern,
including its affiliates, that is independently owned and operated, not dominant
in the field of operation in which it is bidding on Government contracts, and
qualified as a small business under the criteria and size standards in 13 CFR
121.
"Women-owned," as used in this provision, means a small business that is
at least 51 percent owned by a woman or women who are U.S. citizens and who also
control and operate the business.
(End of provision)
52.219-22 SIC CODE AND SMALL BUSINESS SIZE STANDARD. (JAN 1991)
(a) The standard industrial classification (SIC) code for this acquisition
is 8999.
(b) (1) The small business size standard is $3.5 million.
(2) The small business size standard for a concern which submits an offer
in its own name, other than on a construction or service contract, but which
proposes to furnish a product which it did not itself manufacture, is 500
employees.
(End of provision)
<PAGE>
37
52.222-19 WALSH-HEALEY PUBLIC CONTRACTS ACT REPRESENTATION. (APR 1984)
N/A
The offeror represents as a part of this offer that the offeror is / / or
is not / / a regular dealer in, or is / / or is not / / a manufacturer of, the
supplies offered.
(End of provision)
52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS. (APR 1984)
The offeror represents that--
(a) It /XX/ has, / / has not participated in a previous contract or
subcontract subject either to the Equal Opportunity clause of this solicitation,
the clause originally contained in Section 310 of Executive Order No. 10925, or
the clause contained in Section 201 of Executive Order No. 11114;
(b) It /XX/ has, / / has not, filed all required compliance reports; and
(c) Representations indicating submission of required compliance reports,
signed by proposed subcontractors, will be obtained before subcontract awards.
(End of provision)
52.222-25 AFFIRMATIVE ACTION COMPLIANCE. (APR 1984)
The offeror represents that (a) it /XX/ has developed and has on file, / /
has not developed and does not have on file, at each establishment, affirmative
action programs required by the rules and regulations of the Secretary of Labor
(41 CFR 60-1 and 60-2), or (b) it / / has not previously had contracts subject
to the written affirmative action programs requirement of the rules and
regulations of the Secretary of Labor.
(End of provision)
52.223-1 CLEAN AIR AND WATER CERTIFICATION. (APR 1984)
The Offeror certifies that--
(a) Any facility to be used in the performance of this proposed contract
is / /, is not /XX/ listed on the Environmental Protection Agency (EPA) List of
Violating Facilities;
(b) The Offeror will immediately notify the Contracting Officer, before
award, of the receipt of any communication from the Administrator, or a
designee, of the EPA, indicating that any facility that the Offeror proposes to
use for the performance of the contract is under consideration to be listed on
the EPA List of Violating Facilities; and
(c) The Offeror will include a certification substantially the same as
this certification, including this paragraph (C), in every nonexempt
subcontract.
(End of provision)
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
Page of Pages
ORDER FOR SUPPLIES OR SERVICES 1
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all packages and papers with contract and/or order numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
1. Date of Order 2. Contract No. (IF ANY) 3. Order No. 4. Requisition/Reference No.
09/11/95 DTFA0695C30063 DTFA06-95-F-31577 571338164
- ----------------------------------------------------------------------------------------------------------------------------------
5. Issuing Office (ADDRESS CORRESPONDENCE TO) 6. Ship To: (COSIGNEES AND ADDRESS, ZIP CODE)
DOT/FEDERAL AVIATION ADMINISTRATION DOT/FEDERAL AVIATION ADMINISTRA
ACQUISITION & REAL ESTATE, TEA, AS055.08 M/F: WILLIAM FORD 202-267-8970
1701 COLUMBIA AVENUE INFORMATION RESOURCE MANAGEMENT DIVISI
COLLEGE PARK, GEORGIA 800 INDEPENDENCE AVENUE, S.W., ROOM 73
WASHINGTON, DC,
30337-2714
20591
- ----------------------------------------------------------------------------------------------------------------------------------
7. To: Contractor (NAME, ADDRESS AND ZIP CODE) 8. Type of Order
/ / A. PURCHASE --Reference your _______________
TITAN CORPORATION PROPOSAL DTD 9/8/95
TITAN SYSTEMS DIVISION -------------------------------------------------------------------
1900 CAMPUS COMMONS DRIVE, STE 400 Please furnish the following on the terms and
RESTON VA 22091- conditions specified on both sides of this order
and on the attached sheets, if any, including
delivery as indicated. This purchase is
negotiated under authority of:
-------------------------------------------------------------------
/X/ B. DELIVERY --Except for billing instructions
on the reverse, this delivery order is subject to
instructions contained on this side only of this
form and is issued subject to the terms and
conditions of the above-numbered contract.
- ----------------------------------------------------------------------------------------------------------------------------------
9. Accounting and Appropriation Data 10. Requisitioning Office
W/582/0/G531/5C1600/2596/98750118 AS052
OBLIG TOTAL [...***...] -------------------------------------------------------------------------------------
2211 CHARGES [...***...] 11. Business Classification (CHECK APPROPRIATE BOX(ES))
/ / SMALL /XX/ OTHER THAN SMALL / /DISADVANTAGED / / WOMAN OWNED
- ----------------------------------------------------------------------------------------------------------------------------------
12. F.O.B. Point 14. Government B/L No. 15. Deliver to F.O.B. Point 16. Discount Terms
DESTINATION On or Before (DATE)
- ----------------------------------------
13. Place of Inspection and Acceptance 09/15/95
DESTINATION THRU 02/01/97 [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
17. Schedule (SEE REVERSE FOR REJECTIONS)
- ----------------------------------------------------------------------------------------------------------------------------------
Item Quantity Unit Quantity
No. Supplies or Services Ordered Unit Price Amount Accepted
(A) (B) (C) (D) (E) (F) (G)
- ----------------------------------------------------------------------------------------------------------------------------------
PR FEF: 571338164 -001
1 SERVICES [...***...] EA [...***...] [...***...]
DEVELOP PROOF OF CONCEPT FUNCTIONAL
COMPONENT OF A REGIONAL INFORMATION
SYSTEM IN SUPPORT OF ASSURING
SUSTAINED OPERATION OF NAS DURING
EMERGENCIES AND DYNAMIC SYSTEM
CHANGES IN ACCORDANCE WITH TASK
DESCRIPTION AND CONTRACTOR'S
PROPOSAL DATED 9/8/95.
TOTAL PRICE OF TASK: [...***...]
INCREMENTAL FUNDING IS PROVIDED IN
THE AMOUNT OF [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
18. Shipping Point 19. Gross Shipping Weight 20. Invoice No. 17(H). To
SEE BILLING (CONT.
INSTRUCTIONS PAGES)
ON --------------------------------------------------------------------------------------------------------------
REVERSE 21. Mail Invoice to: (INCLUDE ZIP CODE) FAA, ATTN: W. P. FORD, AFZ-500 17(I).
(202) 267-8970 800 INDEPENDANCE AVE., S.E. GRAND
WASHINGTON, DC 20591- [...***...] TOTAL
- ----------------------------------------------------------------------------------------------------------------------------------
17. UNITED STATES OF AMERICA 23. NAME (TYPED) (404) 305-5778
BY (SIGNATURE) /s/ Marjorie M. Brooks MARJORIE M. BROOKS
Title: Contracting/Ordering Officer
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
09/11/95 DTFA0695C30063 DTFA06-95-F-31577
CONTRACTOR SHALL NOT PERFORM WORK
IN EXCESS OF [...***...] UNTIL FURTHER
INCREMENTAL FUNDING IS PROVIDED.
MONTHLY MILESTONE BILLING IS
INCLUDED IAW ATTACHED SCHEDULE.
ACCT: W/582/0/G531/5C1600/2596/98750118 OBLG TOTAL: [...***...]
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1 2
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0011 01-15-98 871338040
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.04
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
X
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Functional
Component of Regional Information System (REGIS Development) is hereby modified
to include additional incremental funding in the amount of [...***...].
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
EMANUEL GREEN, JR.
404-305-5776
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Emanuel Green, Jr. 2/26/98
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
INSTRUCTIONS
Instructions for items other than those that are self-explanatory, are as
follows:
(a) ITEM 1 (CONTRACT ID CODE). Insert the contract type identification code
that appears in the title block of the contract being modified.
(b) ITEM 3 (EFFECTIVE DATE).
(1) For a solicitation amendment, change order, or administrative
change, the effective date shall be the issue date of the
amendment, change order, or administrative change.
(2) For a supplemental agreement, the effective date shall be the date
agreed to by the contracting parties.
(3) For a modification issued as an initial or confirming notice of
termination for the convenience of the Government, the effective
date and the modification number of the confirming notice shall be
the same as the effective date and modification number of the
initial notice.
(4) For a modification converting a termination for default to a
termination for the convenience of the Government, the effective
date shall be the same as the effective date of the termination for
default.
(5) For a modification confirming the contracting officer's
determination of the amount due in settlement of a contract
termination, the effective date shall be the same as the effective
date of the initial decision.
(c) ITEM 6 (ISSUED BY). Insert the name and address of the issuing office.
If applicable, insert the appropriate issuing office code in the code
block.
(d) ITEM 8 (NAME AND ADDRESS OF CONTRACTOR). For modifications to a contract
or order, enter the contractor's name, address, and code as shown in
the original contract or order, unless changed by this or a previous
modification.
(e) ITEMS 9, (AMENDMENT OF SOLICITATION NO. - DATED), AND 10, (MODIFICATION
OF CONTRACT/ORDER NO. - DATED). Check the appropriate box and in the
corresponding blanks insert the number and date of the original
solicitation, contract, or order.
(f) ITEM 12 (ACCOUNTING AND APPROPRIATION DATA). When appropriate, indicate
the impact of the modification on each affected accounting
classification by inserting one of the following entries:
(1) Accounting classification .........................................
Net increase $........................................
(2) Accounting classification .........................................
Net increase $........................................
NOTE: If there are changes to multiple accounting classifications that
cannot be placed in block 12, insert an asterisk and the words "See
continuation sheet".
(g) ITEM 13. Check the appropriate box to indicate the type of
modification. Insert in the corresponding blank the authority under
which the modification is issued. Check whether or not contractor must
sign this document. (see FAR 43.103.)
(h) ITEM 14 (DESCRIPTION OF AMENDMENT/MODIFICATION).
(1) Organize amendments or modifications under the appropriate Uniform
Contract Format (UCF) section headings from the applicable
solicitation or contract. The UCF table of contents, however,
shall not be set forth in this document.
(2) Indicate the impact of the modification on the overall total
contract price by inserting one of the following entries:
(i) Total contract price increased by $...........................
(ii) Total contract price decreased by $...........................
(iii) Total contract price unchanged.
(3) State reason for modification.
(4) When removing, reinstating, or adding funds, identify the contract
items and accounting classifications.
(5) When the SF 30 is used to reflect a determination by the contacting
officer of the amount due in settlement of a contract terminated for
the convenience of the Government, the entry in Item 14 of the
modification may be limited to --
(i) A reference to the letter determination; and
(ii) A statement of the net amount determined to be due in
settlement of the contract.
(6) Include subject matter or short title of solicitation/contract where
feasible.
(i) ITEM 16B. The contracting officer's signature is not required on
solicitations amendments. The contracting officer's signature is
normally affixed last on supplemental agreements.
<PAGE>
PAGE 2
0011 01-15-98 DTFA06-95-F-31577
PR REF.: 871338040 -001
2 SERVICES [...***...] EA [...***...] [...***...]
ADDITIONAL INCREMENTAL FUNDING
ACCT: W/801/0/8030/270/2596/ OBLG TOTAL: [...***...]
ACCT: 2/982A/0/8070//3130/13071709 OBLG TOTAL: [...***...]
ACCT: 2/882A/0/8070//3130/13060549 OBLG TOTAL: [...***...]
ACCT: 2/982A/0/8070//3130/13071899 OBLG TOTAL: [...***...]
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
******************************** ACCOUNTING DETAILS ****************************
PR NUMBER RGN APPR LIM C/C PGM OBJ PROJECT #
871338040 W 801 0 8030 270 2596
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
871338040 2 982A 0 8070 3130 13071709
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
871338040 2 882A 0 8070 3130 13060459
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
871338040 2 982A 0 8070 3130 13071899
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0010 09-19-97 771338101
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
X FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Functional
Component of Regional Information System (REGIS Development) is modified
to include incremental funding in the amount of [...***...].
Performance time for this task is extended through August 9, 2000.
*** End of Modification 0010 ***
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Marjorie M. Brooks 9/19/97
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
INSTRUCTIONS
Instructions for items other than those that are self-explanatory, are as
follows:
(a) ITEM 1 (CONTRACT ID CODE). Insert the contract type identification code
that appears in the title block of the contract being modified.
(b) ITEM 3 (EFFECTIVE DATE).
(1) For a solicitation amendment, change order, or administrative
change, the effective date shall be the issue date of the
amendment, change order, or administrative change.
(2) For a supplemental agreement, the effective date shall be the date
agreed to by the contracting parties.
(3) For a modification issued as an initial or confirming notice of
termination for the convenience of the Government, the effective
date and the modification number of the confirming notice shall be
the same as the effective date and modification number of the
initial notice.
(4) For a modification converting a termination for default to a
termination for the convenience of the Government, the effective
date shall be the same as the effective date of the termination for
default.
(5) For a modification confirming the contracting officer's
determination of the amount due in settlement of a contract
termination, the effective date shall be the same as the effective
date of the initial decision.
(c) ITEM 6 (ISSUED BY). Insert the name and address of the issuing office.
If applicable, insert the appropriate issuing office code in the code
block.
(d) ITEM 8 (NAME AND ADDRESS OF CONTRACTOR). For modifications to a contract
or order, enter the contractor's name, address, and code as shown in
the original contract or order, unless changed by this or a previous
modification.
(e) ITEMS 9, (AMENDMENT OF SOLICITATION NO. - DATED), AND 10, (MODIFICATION
OF CONTRACT/ORDER NO. - DATED). Check the appropriate box and in the
corresponding blanks insert the number and date of the original
solicitation, contract, or order.
(f) ITEM 12 (ACCOUNTING AND APPROPRIATION DATA). When appropriate, indicate
the impact of the modification on each affected accounting
classification by inserting one of the following entries:
(1) Accounting classification .........................................
Net increase $........................................
(2) Accounting classification .........................................
Net increase $........................................
NOTE: If there are changes to multiple accounting classifications that
cannot be placed in block 12, insert an asterisk and the words "See
continuation sheet".
(g) ITEM 13. Check the appropriate box to indicate the type of
modification. Insert in the corresponding blank the authority under
which the modification is issued. Check whether or not contractor must
sign this document. (see FAR 43.103.)
(h) ITEM 14 (DESCRIPTION OF AMENDMENT/MODIFICATION).
(1) Organize amendments or modifications under the appropriate Uniform
Contract Format (UCF) section headings from the applicable
solicitation or contract. The UCF table of contents, however,
shall not be set forth in this document.
(2) Indicate the impact of the modification on the overall total
contract price by inserting one of the following entries:
(i) Total contract price increased by $...........................
(ii) Total contract price decreased by $...........................
(iii) Total contract price unchanged.
(3) State reason for modification.
(4) When removing, reinstating, or adding funds, identify the contract
items and accounting classifications.
(5) When the SF 30 is used to reflect a determination by the contacting
officer of the amount due in settlement of a contract terminated for
the convenience of the Government, the entry in Item 14 of the
modification may be limited to --
(i) A reference to the letter determination; and
(ii) A statement of the net amount determined to be due in
settlement of the contract.
(6) Include subject matter or short title of solicitation/contract where
feasible.
(i) ITEM 16B. The contracting officer's signature is not required on
solicitations amendments. The contracting officer's signature is
normally affixed last on supplemental agreements.
<PAGE>
PAGE 2
0010 09-19-97 DTFA06-95-F-31577
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
******************************** ACCOUNTING DETAILS ****************************
PR NUMBER RGN APPR LIM C/C PGM OBJ PROJECT #
771338101 W 701 0 8030 270 3105
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
771338101 2 701 0 8043 216 2105
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0009 09-02-97 771338085
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
W/701/0/8030/270/2596/ [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
X FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, Develop Proof of Concept Functional Component
of Regional Information System (REGIS Development) is hereby modified
to include incremental funding in the amount of [...***...].
*** End of Modification 0009 ***
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Marjorie M. Brooks 9/2/97
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
INSTRUCTIONS
Instructions for items other than those that are self-explanatory, are as
follows:
(a) ITEM 1 (CONTRACT ID CODE). Insert the contract type identification code
that appears in the title block of the contract being modified.
(b) ITEM 3 (EFFECTIVE DATE).
(1) For a solicitation amendment, change order, or administrative
change, the effective date shall be the issue date of the
amendment, change order, or administrative change.
(2) For a supplemental agreement, the effective date shall be the date
agreed to by the contracting parties.
(3) For a modification issued as an initial or confirming notice of
termination for the convenience of the Government, the effective
date and the modification number of the confirming notice shall be
the same as the effective date and modification number of the
initial notice.
(4) For a modification converting a termination for default to a
termination for the convenience of the Government, the effective
date shall be the same as the effective date of the termination for
default.
(5) For a modification confirming the contracting officer's
determination of the amount due in settlement of a contract
termination, the effective date shall be the same as the effective
date of the initial decision.
(c) ITEM 6 (ISSUED BY). Insert the name and address of the issuing office.
If applicable, insert the appropriate issuing office code in the code
block.
(d) ITEM 8 (NAME AND ADDRESS OF CONTRACTOR). For modifications to a contract
or order, enter the contractor's name, address, and code as shown in
the original contract or order, unless changed by this or a previous
modification.
(e) ITEMS 9, (AMENDMENT OF SOLICITATION NO. - DATED), AND 10, (MODIFICATION
OF CONTRACT/ORDER NO. - DATED). Check the appropriate box and in the
corresponding blanks insert the number and date of the original
solicitation, contract, or order.
(f) ITEM 12 (ACCOUNTING AND APPROPRIATION DATA). When appropriate, indicate
the impact of the modification on each affected accounting
classification by inserting one of the following entries:
(1) Accounting classification .........................................
Net increase $........................................
(2) Accounting classification .........................................
Net increase $........................................
NOTE: If there are changes to multiple accounting classifications that
cannot be placed in block 12, insert an asterisk and the words "See
continuation sheet".
(g) ITEM 13. Check the appropriate box to indicate the type of
modification. Insert in the corresponding blank the authority under
which the modification is issued. Check whether or not contractor must
sign this document. (see FAR 43.103.)
(h) ITEM 14 (DESCRIPTION OF AMENDMENT/MODIFICATION).
(1) Organize amendments or modifications under the appropriate Uniform
Contract Format (UCF) section headings from the applicable
solicitation or contract. The UCF table of contents, however,
shall not be set forth in this document.
(2) Indicate the impact of the modification on the overall total
contract price by inserting one of the following entries:
(i) Total contract price increased by $...........................
(ii) Total contract price decreased by $...........................
(iii) Total contract price unchanged.
(3) State reason for modification.
(4) When removing, reinstating, or adding funds, identify the contract
items and accounting classifications.
(5) When the SF 30 is used to reflect a determination by the contacting
officer of the amount due in settlement of a contract terminated for
the convenience of the Government, the entry in Item 14 of the
modification may be limited to --
(i) A reference to the letter determination; and
(ii) A statement of the net amount determined to be due in
settlement of the contract.
(6) Include subject matter or short title of solicitation/contract where
feasible.
(i) ITEM 16B. The contracting officer's signature is not required on
solicitations amendments. The contracting officer's signature is
normally affixed last on supplemental agreements.
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0008 07-08-97 771338068
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
W/701/0/8030/270/2596/ [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
X FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, to Develop Proof of Concept Functional Component
of Regional Information System (REGIS Development) is modified to include
incremental funding in the amount of [...***...].
*** End of Modification 0008 ***
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Marjorie M. Brooks 7/8/97
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
INSTRUCTIONS
Instructions for items other than those that are self-explanatory, are as
follows:
(a) ITEM 1 (CONTRACT ID CODE). Insert the contract type identification code
that appears in the title block of the contract being modified.
(b) ITEM 3 (EFFECTIVE DATE).
(1) For a solicitation amendment, change order, or administrative
change, the effective date shall be the issue date of the
amendment, change order, or administrative change.
(2) For a supplemental agreement, the effective date shall be the date
agreed to by the contracting parties.
(3) For a modification issued as an initial or confirming notice of
termination for the convenience of the Government, the effective
date and the modification number of the confirming notice shall be
the same as the effective date and modification number of the
initial notice.
(4) For a modification converting a termination for default to a
termination for the convenience of the Government, the effective
date shall be the same as the effective date of the termination for
default.
(5) For a modification confirming the contracting officer's
determination of the amount due in settlement of a contract
termination, the effective date shall be the same as the effective
date of the initial decision.
(c) ITEM 6 (ISSUED BY). Insert the name and address of the issuing office.
If applicable, insert the appropriate issuing office code in the code
block.
(d) ITEM 8 (NAME AND ADDRESS OF CONTRACTOR). For modifications to a contract
or order, enter the contractor's name, address, and code as shown in
the original contract or order, unless changed by this or a previous
modification.
(e) ITEMS 9, (AMENDMENT OF SOLICITATION NO. - DATED), AND 10, (MODIFICATION
OF CONTRACT/ORDER NO. - DATED). Check the appropriate box and in the
corresponding blanks insert the number and date of the original
solicitation, contract, or order.
(f) ITEM 12 (ACCOUNTING AND APPROPRIATION DATA). When appropriate, indicate
the impact of the modification on each affected accounting
classification by inserting one of the following entries:
(1) Accounting classification .........................................
Net increase $........................................
(2) Accounting classification .........................................
Net increase $........................................
NOTE: If there are changes to multiple accounting classifications that
cannot be placed in block 12, insert an asterisk and the words "See
continuation sheet".
(g) ITEM 13. Check the appropriate box to indicate the type of
modification. Insert in the corresponding blank the authority under
which the modification is issued. Check whether or not contractor must
sign this document. (see FAR 43.103.)
(h) ITEM 14 (DESCRIPTION OF AMENDMENT/MODIFICATION).
(1) Organize amendments or modifications under the appropriate Uniform
Contract Format (UCF) section headings from the applicable
solicitation or contract. The UCF table of contents, however,
shall not be set forth in this document.
(2) Indicate the impact of the modification on the overall total
contract price by inserting one of the following entries:
(i) Total contract price increased by $...........................
(ii) Total contract price decreased by $...........................
(iii) Total contract price unchanged.
(3) State reason for modification.
(4) When removing, reinstating, or adding funds, identify the contract
items and accounting classifications.
(5) When the SF 30 is used to reflect a determination by the contacting
officer of the amount due in settlement of a contract terminated for
the convenience of the Government, the entry in Item 14 of the
modification may be limited to --
(i) A reference to the letter determination; and
(ii) A statement of the net amount determined to be due in
settlement of the contract.
(6) Include subject matter or short title of solicitation/contract where
feasible.
(i) ITEM 16B. The contracting officer's signature is not required on
solicitations amendments. The contracting officer's signature is
normally affixed last on supplemental agreements.
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0007 05-29-97 771338057 71689
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
Z/982A/0/8070/000000/2596/44071689 [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
X FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, to Develop Proof of Concept Functional Component
of Regional Information System (REGIS Development) is modified to include
incremental funding in the amount of [...***...].
*** End of Modification 0007 ***
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Marjorie M. Brooks 5/29/97
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
INSTRUCTIONS
Instructions for items other than those that are self-explanatory, are as
follows:
(a) ITEM 1 (CONTRACT ID CODE). Insert the contract type identification code
that appears in the title block of the contract being modified.
(b) ITEM 3 (EFFECTIVE DATE).
(1) For a solicitation amendment, change order, or administrative
change, the effective date shall be the issue date of the
amendment, change order, or administrative change.
(2) For a supplemental agreement, the effective date shall be the date
agreed to by the contracting parties.
(3) For a modification issued as an initial or confirming notice of
termination for the convenience of the Government, the effective
date and the modification number of the confirming notice shall be
the same as the effective date and modification number of the
initial notice.
(4) For a modification converting a termination for default to a
termination for the convenience of the Government, the effective
date shall be the same as the effective date of the termination for
default.
(5) For a modification confirming the contracting officer's
determination of the amount due in settlement of a contract
termination, the effective date shall be the same as the effective
date of the initial decision.
(c) ITEM 6 (ISSUED BY). Insert the name and address of the issuing office.
If applicable, insert the appropriate issuing office code in the code
block.
(d) ITEM 8 (NAME AND ADDRESS OF CONTRACTOR). For modifications to a contract
or order, enter the contractor's name, address, and code as shown in
the original contract or order, unless changed by this or a previous
modification.
(e) ITEMS 9, (AMENDMENT OF SOLICITATION NO. - DATED), AND 10, (MODIFICATION
OF CONTRACT/ORDER NO. - DATED). Check the appropriate box and in the
corresponding blanks insert the number and date of the original
solicitation, contract, or order.
(f) ITEM 12 (ACCOUNTING AND APPROPRIATION DATA). When appropriate, indicate
the impact of the modification on each affected accounting
classification by inserting one of the following entries:
(1) Accounting classification .........................................
Net increase $........................................
(2) Accounting classification .........................................
Net increase $........................................
NOTE: If there are changes to multiple accounting classifications that
cannot be placed in block 12, insert an asterisk and the words "See
continuation sheet".
(g) ITEM 13. Check the appropriate box to indicate the type of
modification. Insert in the corresponding blank the authority under
which the modification is issued. Check whether or not contractor must
sign this document. (see FAR 43.103.)
(h) ITEM 14 (DESCRIPTION OF AMENDMENT/MODIFICATION).
(1) Organize amendments or modifications under the appropriate Uniform
Contract Format (UCF) section headings from the applicable
solicitation or contract. The UCF table of contents, however,
shall not be set forth in this document.
(2) Indicate the impact of the modification on the overall total
contract price by inserting one of the following entries:
(i) Total contract price increased by $...........................
(ii) Total contract price decreased by $...........................
(iii) Total contract price unchanged.
(3) State reason for modification.
(4) When removing, reinstating, or adding funds, identify the contract
items and accounting classifications.
(5) When the SF 30 is used to reflect a determination by the contacting
officer of the amount due in settlement of a contract terminated for
the convenience of the Government, the entry in Item 14 of the
modification may be limited to --
(i) A reference to the letter determination; and
(ii) A statement of the net amount determined to be due in
settlement of the contract.
(6) Include subject matter or short title of solicitation/contract where
feasible.
(i) ITEM 16B. The contracting officer's signature is not required on
solicitations amendments. The contracting officer's signature is
normally affixed last on supplemental agreements.
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0006 05-06-97 771338049
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
W/701/0/8030/270/2596/ [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X FAR 52.243-4
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor / / is not, /X/ is required to sign this document and
return 2 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, Develop Proof of Concept Functional Component
of Regional Information System (REGIS Development) is modified to include
additional incremental funding in the amount of [...***...].
*** End of Modification 0006 ***
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
Peggy A. Owens MARJORIE M. BROOKS
Contracts Manager 404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Peggy A. Owens 12 May 97 BY /s/ Marjorie M. Brooks 8/4/97
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
INSTRUCTIONS
Instructions for items other than those that are self-explanatory, are as
follows:
(a) ITEM 1 (CONTRACT ID CODE). Insert the contract type identification code
that appears in the title block of the contract being modified.
(b) ITEM 3 (EFFECTIVE DATE).
(1) For a solicitation amendment, change order, or administrative
change, the effective date shall be the issue date of the
amendment, change order, or administrative change.
(2) For a supplemental agreement, the effective date shall be the date
agreed to by the contracting parties.
(3) For a modification issued as an initial or confirming notice of
termination for the convenience of the Government, the effective
date and the modification number of the confirming notice shall be
the same as the effective date and modification number of the
initial notice.
(4) For a modification converting a termination for default to a
termination for the convenience of the Government, the effective
date shall be the same as the effective date of the termination for
default.
(5) For a modification confirming the contracting officer's
determination of the amount due in settlement of a contract
termination, the effective date shall be the same as the effective
date of the initial decision.
(c) ITEM 6 (ISSUED BY). Insert the name and address of the issuing office.
If applicable, insert the appropriate issuing office code in the code
block.
(d) ITEM 8 (NAME AND ADDRESS OF CONTRACTOR). For modifications to a contract
or order, enter the contractor's name, address, and code as shown in
the original contract or order, unless changed by this or a previous
modification.
(e) ITEMS 9, (AMENDMENT OF SOLICITATION NO. - DATED), AND 10, (MODIFICATION
OF CONTRACT/ORDER NO. - DATED). Check the appropriate box and in the
corresponding blanks insert the number and date of the original
solicitation, contract, or order.
(f) ITEM 12 (ACCOUNTING AND APPROPRIATION DATA). When appropriate, indicate
the impact of the modification on each affected accounting
classification by inserting one of the following entries:
(1) Accounting classification .........................................
Net increase $........................................
(2) Accounting classification .........................................
Net increase $........................................
NOTE: If there are changes to multiple accounting classifications that
cannot be placed in block 12, insert an asterisk and the words "See
continuation sheet".
(g) ITEM 13. Check the appropriate box to indicate the type of
modification. Insert in the corresponding blank the authority under
which the modification is issued. Check whether or not contractor must
sign this document. (see FAR 43.103.)
(h) ITEM 14 (DESCRIPTION OF AMENDMENT/MODIFICATION).
(1) Organize amendments or modifications under the appropriate Uniform
Contract Format (UCF) section headings from the applicable
solicitation or contract. The UCF table of contents, however,
shall not be set forth in this document.
(2) Indicate the impact of the modification on the overall total
contract price by inserting one of the following entries:
(i) Total contract price increased by $...........................
(ii) Total contract price decreased by $...........................
(iii) Total contract price unchanged.
(3) State reason for modification.
(4) When removing, reinstating, or adding funds, identify the contract
items and accounting classifications.
(5) When the SF 30 is used to reflect a determination by the contacting
officer of the amount due in settlement of a contract terminated for
the convenience of the Government, the entry in Item 14 of the
modification may be limited to --
(i) A reference to the letter determination; and
(ii) A statement of the net amount determined to be due in
settlement of the contract.
(6) Include subject matter or short title of solicitation/contract where
feasible.
(i) ITEM 16B. The contracting officer's signature is not required on
solicitations amendments. The contracting officer's signature is
normally affixed last on supplemental agreements.
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0005 02-11-97 771338030
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
2/701/0/8021/270/2596/ [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X FAR 52.243-4
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor / / is not, /X/ is required to sign this document and
return 2 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, Develop Proof of Concept Functional Component
of Regional Information System (REGIS Development) is modified to include
incremental funding in the amount of [...***...].
Performance under this task order is extended for a period of eighteen (18) months
through August 9, 1998.
*** End of Modification 0005 ***
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
Sherrie R. Manuel MARJORIE M. BROOKS
Contracts Representative 404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Sherrie R. Manuel 19 FEB 97 BY /s/ Marjorie M. Brooks 4/4/97
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
INSTRUCTIONS
Instructions for items other than those that are self-explanatory, are as
follows:
(a) ITEM 1 (CONTRACT ID CODE). Insert the contract type identification code
that appears in the title block of the contract being modified.
(b) ITEM 3 (EFFECTIVE DATE).
(1) For a solicitation amendment, change order, or administrative
change, the effective date shall be the issue date of the
amendment, change order, or administrative change.
(2) For a supplemental agreement, the effective date shall be the date
agreed to by the contracting parties.
(3) For a modification issued as an initial or confirming notice of
termination for the convenience of the Government, the effective
date and the modification number of the confirming notice shall be
the same as the effective date and modification number of the
initial notice.
(4) For a modification converting a termination for default to a
termination for the convenience of the Government, the effective
date shall be the same as the effective date of the termination for
default.
(5) For a modification confirming the contracting officer's
determination of the amount due in settlement of a contract
termination, the effective date shall be the same as the effective
date of the initial decision.
(c) ITEM 6 (ISSUED BY). Insert the name and address of the issuing office.
If applicable, insert the appropriate issuing office code in the code
block.
(d) ITEM 8 (NAME AND ADDRESS OF CONTRACTOR). For modifications to a contract
or order, enter the contractor's name, address, and code as shown in
the original contract or order, unless changed by this or a previous
modification.
(e) ITEMS 9, (AMENDMENT OF SOLICITATION NO. - DATED), AND 10, (MODIFICATION
OF CONTRACT/ORDER NO. - DATED). Check the appropriate box and in the
corresponding blanks insert the number and date of the original
solicitation, contract, or order.
(f) ITEM 12 (ACCOUNTING AND APPROPRIATION DATA). When appropriate, indicate
the impact of the modification on each affected accounting
classification by inserting one of the following entries:
(1) Accounting classification .........................................
Net increase $........................................
(2) Accounting classification .........................................
Net increase $........................................
NOTE: If there are changes to multiple accounting classifications that
cannot be placed in block 12, insert an asterisk and the words "See
continuation sheet".
(g) ITEM 13. Check the appropriate box to indicate the type of
modification. Insert in the corresponding blank the authority under
which the modification is issued. Check whether or not contractor must
sign this document. (see FAR 43.103.)
(h) ITEM 14 (DESCRIPTION OF AMENDMENT/MODIFICATION).
(1) Organize amendments or modifications under the appropriate Uniform
Contract Format (UCF) section headings from the applicable
solicitation or contract. The UCF table of contents, however,
shall not be set forth in this document.
(2) Indicate the impact of the modification on the overall total
contract price by inserting one of the following entries:
(i) Total contract price increased by $...........................
(ii) Total contract price decreased by $...........................
(iii) Total contract price unchanged.
(3) State reason for modification.
(4) When removing, reinstating, or adding funds, identify the contract
items and accounting classifications.
(5) When the SF 30 is used to reflect a determination by the contacting
officer of the amount due in settlement of a contract terminated for
the convenience of the Government, the entry in Item 14 of the
modification may be limited to --
(i) A reference to the letter determination; and
(ii) A statement of the net amount determined to be due in
settlement of the contract.
(6) Include subject matter or short title of solicitation/contract where
feasible.
(i) ITEM 16B. The contracting officer's signature is not required on
solicitations amendments. The contracting officer's signature is
normally affixed last on supplemental agreements.
<PAGE>
PAGE 2
0005 02-11-97 DTFA06-95-F-31577
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0004 09-30-96 671338136
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
SEE ATTACHED
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
X CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, Develop Proof of Concept Functional Component
of Regional Information System (REGIS Development) is modified to include
incremental funding in the amount of [...***...].
*** End of Modification 0004 ***
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Marjorie M. Brooks 10/18/96
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0003 09-10-96 671338119 PR#60681
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
X CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, Develop Proof of Concept Functional Component
of Regional Information System (REGIS Development) is modified to include
incremental funding in the amount of [...***...].
*** End of Modification 0003 ***
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Marjorie M. Brooks 9/10/96
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
INSTRUCTIONS
Instructions for items other than those that are self-explanatory, are as
follows:
(a) ITEM 1 (CONTRACT ID CODE). Insert the contract type identification code
that appears in the title block of the contract being modified.
(b) ITEM 3 (EFFECTIVE DATE).
(1) For a solicitation amendment, change order, or administrative
change, the effective date shall be the issue date of the
amendment, change order, or administrative change.
(2) For a supplemental agreement, the effective date shall be the date
agreed to by the contracting parties.
(3) For a modification issued as an initial or confirming notice of
termination for the convenience of the Government, the effective
date and the modification number of the confirming notice shall be
the same as the effective date and modification number of the
initial notice.
(4) For a modification converting a termination for default to a
termination for the convenience of the Government, the effective
date shall be the same as the effective date of the termination for
default.
(5) For a modification confirming the contracting officer's
determination of the amount due in settlement of a contract
termination, the effective date shall be the same as the effective
date of the initial decision.
(c) ITEM 6 (ISSUED BY). Insert the name and address of the issuing office.
If applicable, insert the appropriate issuing office code in the code
block.
(d) ITEM 8 (NAME AND ADDRESS OF CONTRACTOR). For modifications to a contract
or order, enter the contractor's name, address, and code as shown in
the original contract or order, unless changed by this or a previous
modification.
(e) ITEMS 9, (AMENDMENT OF SOLICITATION NO. - DATED), AND 10, (MODIFICATION
OF CONTRACT/ORDER NO. - DATED). Check the appropriate box and in the
corresponding blanks insert the number and date of the original
solicitation, contract, or order.
(f) ITEM 12 (ACCOUNTING AND APPROPRIATION DATA). When appropriate, indicate
the impact of the modification on each affected accounting
classification by inserting one of the following entries:
(1) Accounting classification .........................................
Net increase $........................................
(2) Accounting classification .........................................
Net increase $........................................
NOTE: If there are changes to multiple accounting classifications that
cannot be placed in block 12, insert an asterisk and the words "See
continuation sheet".
(g) ITEM 13. Check the appropriate box to indicate the type of
modification. Insert in the corresponding blank the authority under
which the modification is issued. Check whether or not contractor must
sign this document. (see FAR 43.103.)
(h) ITEM 14 (DESCRIPTION OF AMENDMENT/MODIFICATION).
(1) Organize amendments or modifications under the appropriate Uniform
Contract Format (UCF) section headings from the applicable
solicitation or contract. The UCF table of contents, however,
shall not be set forth in this document.
(2) Indicate the impact of the modification on the overall total
contract price by inserting one of the following entries:
(i) Total contract price increased by $...........................
(ii) Total contract price decreased by $...........................
(iii) Total contract price unchanged.
(3) State reason for modification.
(4) When removing, reinstating, or adding funds, identify the contract
items and accounting classifications.
(5) When the SF 30 is used to reflect a determination by the contacting
officer of the amount due in settlement of a contract terminated for
the convenience of the Government, the entry in Item 14 of the
modification may be limited to --
(i) A reference to the letter determination; and
(ii) A statement of the net amount determined to be due in
settlement of the contract.
(6) Include subject matter or short title of solicitation/contract where
feasible.
(i) ITEM 16B. The contracting officer's signature is not required on
solicitations amendments. The contracting officer's signature is
normally affixed last on supplemental agreements.
<PAGE>
PAGE 2
0003 09-10-96 DTFA06-95-F-31577
TO: [...***...]
******************************** ACCOUNTING DETAILS ****************************
PR NUMBER RGN APPR LIM C/C PGM OBJ PROJECT #
671338119 W 682A 0 G531 4A0700 2596 98750116
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
671338119 W 601 0 8030 250 2596
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0002 08-16-96 671338106
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
W/682A/0/G531/4A0700/2596/98750116 [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
X CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor / / is not, /X/ is required to sign this document and
return 2 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, Develop Proof of Concept Functional Component
of Regional Information System (REGIS Development) is modified to include
incremental funding in the amount of [...***...].
*** End of Modification 0002 ***
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
Sherrie R. Manuel, Contracts Representative MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Sherrie R. Manuel 27 AUG 96 BY /s/ Marjorie M. Brooks 11/25/96
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
INSTRUCTIONS
Instructions for items other than those that are self-explanatory, are as
follows:
(a) ITEM 1 (CONTRACT ID CODE). Insert the contract type identification code
that appears in the title block of the contract being modified.
(b) ITEM 3 (EFFECTIVE DATE).
(1) For a solicitation amendment, change order, or administrative
change, the effective date shall be the issue date of the
amendment, change order, or administrative change.
(2) For a supplemental agreement, the effective date shall be the date
agreed to by the contracting parties.
(3) For a modification issued as an initial or confirming notice of
termination for the convenience of the Government, the effective
date and the modification number of the confirming notice shall be
the same as the effective date and modification number of the
initial notice.
(4) For a modification converting a termination for default to a
termination for the convenience of the Government, the effective
date shall be the same as the effective date of the termination for
default.
(5) For a modification confirming the contracting officer's
determination of the amount due in settlement of a contract
termination, the effective date shall be the same as the effective
date of the initial decision.
(c) ITEM 6 (ISSUED BY). Insert the name and address of the issuing office.
If applicable, insert the appropriate issuing office code in the code
block.
(d) ITEM 8 (NAME AND ADDRESS OF CONTRACTOR). For modifications to a contract
or order, enter the contractor's name, address, and code as shown in
the original contract or order, unless changed by this or a previous
modification.
(e) ITEMS 9, (AMENDMENT OF SOLICITATION NO. - DATED), AND 10, (MODIFICATION
OF CONTRACT/ORDER NO. - DATED). Check the appropriate box and in the
corresponding blanks insert the number and date of the original
solicitation, contract, or order.
(f) ITEM 12 (ACCOUNTING AND APPROPRIATION DATA). When appropriate, indicate
the impact of the modification on each affected accounting
classification by inserting one of the following entries:
(1) Accounting classification .........................................
Net increase $........................................
(2) Accounting classification .........................................
Net increase $........................................
NOTE: If there are changes to multiple accounting classifications that
cannot be placed in block 12, insert an asterisk and the words "See
continuation sheet".
(g) ITEM 13. Check the appropriate box to indicate the type of
modification. Insert in the corresponding blank the authority under
which the modification is issued. Check whether or not contractor must
sign this document. (see FAR 43.103.)
(h) ITEM 14 (DESCRIPTION OF AMENDMENT/MODIFICATION).
(1) Organize amendments or modifications under the appropriate Uniform
Contract Format (UCF) section headings from the applicable
solicitation or contract. The UCF table of contents, however,
shall not be set forth in this document.
(2) Indicate the impact of the modification on the overall total
contract price by inserting one of the following entries:
(i) Total contract price increased by $...........................
(ii) Total contract price decreased by $...........................
(iii) Total contract price unchanged.
(3) State reason for modification.
(4) When removing, reinstating, or adding funds, identify the contract
items and accounting classifications.
(5) When the SF 30 is used to reflect a determination by the contacting
officer of the amount due in settlement of a contract terminated for
the convenience of the Government, the entry in Item 14 of the
modification may be limited to --
(i) A reference to the letter determination; and
(ii) A statement of the net amount determined to be due in
settlement of the contract.
(6) Include subject matter or short title of solicitation/contract where
feasible.
(i) ITEM 16B. The contracting officer's signature is not required on
solicitations amendments. The contracting officer's signature is
normally affixed last on supplemental agreements.
<PAGE>
PAGE 2
0002 08-16-96 DTFA06-95-F-31577
TO: [...***...]
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0001 06-05-96 671338062 50118
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
W/782A/0/G531/3A0200/2596/98750118 [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X FAR 52.243-4
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor / / is not, /X/ is required to sign this document and
return 2 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, Develop Proof of Concept Functional Component
of Regional Information System in Support of Assuring Sustained Operation of
NAS During Emergencies and Dynamic System Changes is modified to include
incremental funding in the amount of [...***...].
*** End of Modification 0001 ***
THIS AWARD IS INCREASED BY: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
Sherrie R. Manuel, Contracts Representative MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Sherrie R. Manuel 6/13/96 BY /s/ Marjorie M. Brooks 7/10/96
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
INSTRUCTIONS
Instructions for items other than those that are self-explanatory, are as
follows:
(a) ITEM 1 (CONTRACT ID CODE). Insert the contract type identification code
that appears in the title block of the contract being modified.
(b) ITEM 3 (EFFECTIVE DATE).
(1) For a solicitation amendment, change order, or administrative
change, the effective date shall be the issue date of the
amendment, change order, or administrative change.
(2) For a supplemental agreement, the effective date shall be the date
agreed to by the contracting parties.
(3) For a modification issued as an initial or confirming notice of
termination for the convenience of the Government, the effective
date and the modification number of the confirming notice shall be
the same as the effective date and modification number of the
initial notice.
(4) For a modification converting a termination for default to a
termination for the convenience of the Government, the effective
date shall be the same as the effective date of the termination for
default.
(5) For a modification confirming the contracting officer's
determination of the amount due in settlement of a contract
termination, the effective date shall be the same as the effective
date of the initial decision.
(c) ITEM 6 (ISSUED BY). Insert the name and address of the issuing office.
If applicable, insert the appropriate issuing office code in the code
block.
(d) ITEM 8 (NAME AND ADDRESS OF CONTRACTOR). For modifications to a contract
or order, enter the contractor's name, address, and code as shown in
the original contract or order, unless changed by this or a previous
modification.
(e) ITEMS 9, (AMENDMENT OF SOLICITATION NO. - DATED), AND 10, (MODIFICATION
OF CONTRACT/ORDER NO. - DATED). Check the appropriate box and in the
corresponding blanks insert the number and date of the original
solicitation, contract, or order.
(f) ITEM 12 (ACCOUNTING AND APPROPRIATION DATA). When appropriate, indicate
the impact of the modification on each affected accounting
classification by inserting one of the following entries:
(1) Accounting classification .........................................
Net increase $........................................
(2) Accounting classification .........................................
Net increase $........................................
NOTE: If there are changes to multiple accounting classifications that
cannot be placed in block 12, insert an asterisk and the words "See
continuation sheet".
(g) ITEM 13. Check the appropriate box to indicate the type of
modification. Insert in the corresponding blank the authority under
which the modification is issued. Check whether or not contractor must
sign this document. (see FAR 43.103.)
(h) ITEM 14 (DESCRIPTION OF AMENDMENT/MODIFICATION).
(1) Organize amendments or modifications under the appropriate Uniform
Contract Format (UCF) section headings from the applicable
solicitation or contract. The UCF table of contents, however,
shall not be set forth in this document.
(2) Indicate the impact of the modification on the overall total
contract price by inserting one of the following entries:
(i) Total contract price increased by $...........................
(ii) Total contract price decreased by $...........................
(iii) Total contract price unchanged.
(3) State reason for modification.
(4) When removing, reinstating, or adding funds, identify the contract
items and accounting classifications.
(5) When the SF 30 is used to reflect a determination by the contacting
officer of the amount due in settlement of a contract terminated for
the convenience of the Government, the entry in Item 14 of the
modification may be limited to --
(i) A reference to the letter determination; and
(ii) A statement of the net amount determined to be due in
settlement of the contract.
(6) Include subject matter or short title of solicitation/contract where
feasible.
(i) ITEM 16B. The contracting officer's signature is not required on
solicitations amendments. The contracting officer's signature is
normally affixed last on supplemental agreements.
<PAGE>
PAGE 2
0001 06-05-96 DTFA06-95-F-31577
FROM: [...***...]
TO: [...***...]
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 1
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 27-SEP-1999 DTFA0695C30063 DTFA0695F31577 13
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M. Bonner FROM: [...***...]
404-305-5987
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / /is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER: Donna M. Bonner
BY:
DATE SIGNED: Emanuel Green Jr DATE SIGNED: 30 Sep 99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
12 Provide incremental funding to the REGIS [...***...] Each [...***...] [...***...]
contract, task DTFA06-95-F-31577
REQUISITION NO. 9901876 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
--------
#1 800 Independence Ave, SW [...***...]
Washington, DC 20951
W.901-.0--.---270---.8030--.252B.480100.-.--.-.------- AMOUNT
------
NOTE TO VENDOR [...***...]
Task Order Number DTFA06-95-F-31577 to Develop Proof of Concept Funtional Component of Regional Information System (REGIS
Development) is hereby modified to include additional incremental funding in the amount of [...***...].
There are no other changes for Modification No. 0022.
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 1
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 27-SEP-1995 DTFA0695C30063 DFTA069F31577 12
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY:
DATE SIGNED: /s/ Emanuel Green, Jr. DATE SIGNED: 9/27/99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
11 Provide incremental funding for REGIS contract [...***...] Each [...***...] [...***...]
for task #DTFA06-95-F-31577
REQUISITION NO. 9901862 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
#1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
W.901-.0--.---.270---.8030--.252B.480100.-.--.-.-------
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order Number DTFA06-95-F-31577 to Develop Proof of Concept Funtional Component of Regional Information System (REGIS
Development) is hereby modified to include additional incremental funding in the amount of [...***...].
There are no other changes for Modification No. 0021.
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 1
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 27-SEP-1995 DTFA0695C30063 DFTA069F31577 11
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Donna M. Bonner
DATE SIGNED: Donna M Bonner DATE SIGNED: 9/30/99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
10 Provide incremental funding to the REGIS contract. [...***...] Each [...***...] [...***...]
Task DTFA06-95-F31577
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9901852 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
#1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
MARK FOR: Melanie Boteler
W.901-.0--.---.270---.8030--.252B.480100.-.--.-.-------
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order Number DTFA06-95-F-31577 to Develop Proof of Concept Funtional Component of Regional Information System (REGIS
Development) is hereby modified to include additional incremental funding in the amount of [...***...].
There are no other changes for Modification No. 0020.
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 4
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 29-SEP-1995 DTFA0695C30063 DFTA069F31577 10
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / /is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY:
DATE SIGNED: /s/ Donna M Bonner DATE SIGNED: 9/29/99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
1 DEVELOPMENMT OF THE REGIS SYSTEM [...***...] US Dollar [...***...] [...***...]
PLACE OF INSPECTION AND ACCEPTANCE: Destination
SHIPMENT ASO QUANTITY
#1 PO Box 20636 --------
Atlanta, GA 30320 [...***...]
W.901-.0--.---.270---.8030---.252B.480100.-.--.-.-------
AMOUNT
------
[...***...]
***LINE 2 WAS CANCELLED***
NOTE TO VENDOR
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 2 of 4
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 29-SEP-1999 DTFA0695C30063 DTFA069F31577 10
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
3 This procurement will obligate funds to the task [...***...] Each [...***...] [...***...]
order DTFA06-95-F-31577 development and deployment
of the Regional Information System (REGIS) and
incremental funding of [...***...].
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900694 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
#1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
MARK FOR: Boteler, Melanie
W.901-.0--.---.270---.8030---.252B.480100.-.--.-.-------
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Functional Components of Regional Information System (REGIS
Development) is hereby modified to include additional funding in the amount of [...***...].
There are not other changes for Modification No. 0013.
Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Functional Components of Regional Information System (REGIS
Development) is hereby extends the period of performance.
Performance time for this task is extended through August 9, 20001.
End of Modification No. 0014.
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
4 To provide incremental funding to the REGIS [...***...] Each [...***...] [...***...]
CONTRACT for Task #DTFA06-95-F-31577.
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9901417 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
#1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
MARK FOR: Boteler, Melanie
7.982W.0--.---.810---.8056---.2596.480100.-.--.-.00097789-
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Functional Component of Regional Information System (REGIS
Development) is hereby modified to include additional funding in the amount of [...***...].
There are no other changes for Modification No. 0015.
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 3 of 4
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 29-SEP-1999 DTFA0695C30063 DTFA0695F31577 10
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
5 To provide incremental funding to the REGIS [...***...] Each [...***...] [...***...]
Contract. Task #DTFA06-95-F-31577.
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9901471 PRI CODE: 5-4
SHIPMENT 76943ANF QUANTITY DELIVER BY
#1 6943AN FEDERAL AVIATION ADMIN -------- ----------
ASO-420 [...***...] 27-AUG-1999
1701 COLUMBIA AVE
COLLEGE PARK, GA 303372745
MARK FOR: Melanie Boteler
7.982W.0--.---.810---.8056---.2596.480100.-.--.-.00097789-
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Funtional Component of Regional Information System (REGIS
Development) is hereby modified to include additional incremental funding in the amount of [...***...].
There are no other changes for Modification No. 0016.
***LINE 6 WAS CANCELLED***
***LINE 7 WAS CANCELLED***
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
8 To provide incremental funding to the REGIS [...***...] Each [...***...] [...***...]
contract for Task Order #DTFA-95-31577.
Non-ISO 9000
REQUISITION NO. 9901586 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
#1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
W.901-.0--.---.270---.8030---.3105.480100.-.--.-.--------
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Funtional Component of Regional Information System (REGIS
Development) is hereby modified to include additional incremental funding in the amount of [...***...].
There are no other changes for Modification No. 0017.
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION
4 of 4
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 29-SEP-1999 DTFA0695C30063 DTFA0695F31577 10
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
9 This procurement will obligate funds to the task [...***...] Each [...***...] [...***...]
order DTFA06-95-F-31577 development and deployment
of the Regional Information System (REGIS) and
incremental funding of [...***...].
Non-ISO 9000
REQUISITION NO. 9901360 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
#1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
W.901-.0--.---.270---.8A50---.252B.480100.-.--.-.--------
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order Number DTFA06-95-F-31577 to Develop Proof of Concept Funtional Component of Regional Information System (REGIS
Development) is hereby modified to include additional incremental funding in the amount of [...***...].
There are no other changes for Modification No. 0018.
This Modification is written to correct the accounting codes for PR 9901586 and 9901360.
There are no other changes for Modification No. 0019.
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLICABLE)
0009 09-02-97 771338085
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
W/701/0/8030/270/2596/ [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
X FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1. Task Order DTFA06-95-F-31577, Develop Proof of Concept Functional
Component of Regional Information System (REGIS Development) is modified
to include incremental funding in the amount of [...***...].
*** End of Modification 0009 ***
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Marjorie M. Brooks 9/2/97
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLICABLE)
0008 07-08-97 771338068
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
W/701/0/8030/270/2596/ [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
X FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, Develop Proof of Concept Functional
Component of Regional Information System (REGIS Development) is modified
to include incremental funding in the amount of [...***...].
*** End of Modification 0008 ***
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Marjorie M. Brooks 7/8/97
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLICABLE)
0007 05-29-97 771338057 71689
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-95-F-31577
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
2/982A/0/8070/000000/2596/44071689 [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
X FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, Develop Proof of Concept Functional
Component of Regional Information System (REGIS Development) is modified
to include incremental funding in the amount of [...***...].
*** End of Modification 0007 ***
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Marjorie M. Brooks 5/29/97
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 1
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 27-SEP-1999 DTFA0695C30063 DTFA0695F31577 6
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / /is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Donna M Bonner
DATE SIGNED: Donna M Bonner DATE SIGNED: 27 Sep 99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
6 To provide incremental funding to the REGIS [...***...] Each [...***...] [...***...]
contract for Task Order #DTFA-95-31577
REQUISITION NO. 9901586 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
#1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
W.901-.0--.---.270---.8030---.3105.480100.-.--.-.-------
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order DTFA06-95-F-31577, to Develop Proof of Concept Funtional Component of Regional Information System (REGIS Development)
is hereby modfied to include additional incremental funding in the amount of [...***...].
There are no other changes for Modification No. 0017.
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 1
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: DTFA0695C30063 DTFA0695F31577 5
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Donna M. Bonner
DATE SIGNED: Donna M. Bonner DATE SIGNED: 15 Sep 99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
5 To provide incremental funding to the
REGIS Contract. [...***...] Each [...***...] [...***...]
Task #DTFA06-95-F-31577.
REQUISITION NO. 9901471 PRI CODE: 5-4
SHIPMENT 76943ANF QUANTITY DELIVERY BY
#1 6943AN FEDERAL AVIATION ADMIN -------- -----------
ASO-420 [...***...] 27-AUG-1999
1701 COLUMBIA AVE
COLLEGE PARK, GA 303372745
7.982W.0--.---.810---.8056--.2596.480100.-.--.-.00097789-
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Funtional Component of Regional Information System (REGIS
Development) is hereby modified to include additional incremental funding in the amount of [...***...].
There are no other changes for Modification No. 0016.
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 1
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: DTFA0695C30063 DTFA0695F31577 4
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Donna M. Bonner
DATE SIGNED: Donna M. Bonner DATE SIGNED: 8/18/99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
4 To provide incremental funding to the [...***...] Each [...***...] [...***...]
REGIS CONTRACT for Task #DTFA06-95-F-31577.
REQUISITION NO. 9901417 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
#1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
7.982W.0--.---.810---.8056--.2596.480100.-.--.-.00097789-
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Funtional Component of Regional Information System (REGIS
Development) is hereby modified to include additional incremental funding in the amount of [...***...].
There are no other changes for Modification No. 0015.
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 2
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: DTFA0695C30063 DTFA0695F31577 3
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Emanuel Green, Jr.
DATE SIGNED: Emanuel Green Jr DATE SIGNED: 4/26/99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
1 DEVELOPMENT OF THE REGIS SYSTEM [...***...] US Dollar [...***...] [...***...]
PLACE OF INSPECTION AND ACCEPTANCE: Destination
SHIPMENT ASO QUANTITY
#1 PO Box 20636 --------
Atlanta, GA 30320 [...***...]
W.901-.0--.---.270---.8030--.252B.480100.-.--.-.-------
AMOUNT
------
[...***...]
*** LINE 2 WAS CANCELLED ***
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
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<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 2 of 2
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: DTFA0695C30063 DTFA0695F31577 3
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
3 This procurement will obligate funds to [...***...] Each [...***...] [...***...]
the task order DTFA06-95-F-31577 development
and deployment of the Regional Information
System (REGIS) and incremental funding of
[...***...]
REQUISITION NO. 9900694 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
#1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
W.901-.0--.---.270---.8030--.252B.480100.-.--.-.-------
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Functional Components of Regional Information System (REGIS
Development) is hereby modified to include additional funding in the amount of [...***...].
There are not other changes for Modification No. 0013.
Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Functional Components of Regional Information System (REGIS
Development) is hereby extends the period of performance.
Performance time for this task is extended through August 9, 20001.
End of Modification No. 0014.
- ----------------------------------------------------------------------------------------------------------------------------------
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*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0002 08-16-96 671338106
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.08
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
DTFA06-95-F-31577
X ---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 09-11-95
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
W/682A/0/G531/4A0700/2596/98750116 [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
X FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor / / is not, /X/ is required to sign this document and
return 2 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1 Task Order DTFA06-95-F-31577, Develop Proof of Concept Functional
Component of Regional Information System (REGIS Development) is modified
to include incremental funding in the amount of [...***...].
*** End of Modifiction 0002 ***
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
Sherrie R. Manuel, Contracts Representative MARJORIE M. BROOKS
404-305-5778
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
/s/ Sherrie R. Manuel 27 AUG 96 BY /s/ Marjorie M. Brooks 11/25/96
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
PAGE 2
0002 08-16-96 DTFA06-95-F-31577
TO: [...***...]
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 2
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 24-FEB-1999 DFTA069F31577 1
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Emanuel Green, Jr.
DATE SIGNED: Emanuel Green, Jr. DATE SIGNED: 2/24/99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
1 DEVELOPMENT OF THE REGIS SYSTEM [...***...] US Dollar [...***...] [...***...]
PLACE OF INSPECTION AND ACCEPTANCE: Destination
SHIPMENT ASO QUANTITY
#1 PO Box 20636 --------
Atlanta, GA 30320 [...***...]
W.901-.0--.---.270---.8030--.252B.480100.-.--.-.-------
AMOUNT
------
[...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
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<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 2 of 2
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 11-SEP-1995 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 24-FEB-1999 DTFA069F31577 1
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
2 This procurement will obligate funds to [...***...] Each [...***...] [...***...]
the task order DTFA06-95-F-31577 development
and deployment of the Regional Information
System (REGIS) and incremental funding of
[...***...]
REQUISITION NO. 9900694 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
#1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
W.901-.0--.---.270---.8030--.252B.480100.-.--.-.-------
AMOUNT
------
[...***...]
NOTE TO VENDOR
Task Order Number DTFA06-95-F-31577, to Develop Proof of Concept Funtional Component of Regional Information System (REGIS
Development) is hereby modified to include additional incremental funding in the amount of [...***...]
There are not other changes for Modification No. 0013.
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
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* CONFIDENTIAL TREATMENT REQUESTED
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<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
Page of Pages
ORDER FOR SUPPLIES OR SERVICES 1 1
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all packages and papers with contract and/or order numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
1. Date of Order 2. Contract No. (IF ANY) 3. Order No. 4. Requisition/Reference No.
09/01/98 DTFA06-95-C-30063 DTFA06-98-F-31222 871338083
- ----------------------------------------------------------------------------------------------------------------------------------
5. Issuing Office (ADDRESS CORRESPONDENCE TO) 6. Ship To: (COSIGNEES AND ADDRESS, ZIP CODE)
DOT/FEDERAL AVIATION ADMINISTRATION DOT/FEDERAL AVIATION ADMINISTRA
ACQUISITION & REAL ESTATE BRAN, AS055A M/F: WILLIAM P. FORD 202-267-8970
P.O. BOX 20636 FEDERAL AVIATION ADMINISTRATION
ATLANTA , GA 800 INDEPENDENCE AVE., S.W.,
WASHINGTON, DC
30320-0000
20591
- ----------------------------------------------------------------------------------------------------------------------------------
7. To: Contractor (NAME, ADDRESS AND ZIP CODE) 8. Type of Order
/ / A. PURCHASE --Reference your _______________
TITAN CORPORATION
TITAN SYSTEMS DIVISION -------------------------------------------------------------------
1900 CAMPUS COMMONS DRIVE, STE 400 Please furnish the following on the terms and
RESTON VA 22091- conditions specified on both sides of this order
and on the attached sheets, if any, including
delivery as indicated. This purchase is
negotiated under authority of:
-------------------------------------------------------------------
/X/ B. DELIVERY --Except for billing instructions
on the reverse, this delivery order is subject to
instructions contained on this side only of this
form and is issued subject to the terms and
conditions of the above-numbered contract.
- ----------------------------------------------------------------------------------------------------------------------------------
9. Accounting and Appropriation Data 10. Requisitioning Office
W/801/0/2250/151/2596/ AS052
OBLIG TOTAL [...***...] -------------------------------------------------------------------------------------
2211 CHARGES .00 11. Business Classification (CHECK APPROPRIATE BOX(ES))
/ / SMALL /XX/ OTHER THAN SMALL / /DISADVANTAGED / / WOMAN OWNED
- ----------------------------------------------------------------------------------------------------------------------------------
12. F.O.B. Point 14. Government B/L No. 15. Deliver to F.O.B. Point 16. Discount Terms
DESTINATION On or Before (DATE)
- ----------------------------------------
13. Place of Inspection and Acceptance 08/01/98
DESTINATION THRU 09/30/98 [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
17. Schedule (SEE REVERSE FOR REJECTIONS)
- ----------------------------------------------------------------------------------------------------------------------------------
Item Quantity Unit Quantity
No. Supplies or Services Ordered Unit Price Amount Accepted
(A) (B) (C) (D) (E) (F) (G)
- ----------------------------------------------------------------------------------------------------------------------------------
** NOTE TO FAA ACCOUNTING: REMITTANCE ADDRESS SAME AS BLOCK 7 ABOVE **
PR REF: 871338083 -001
1 SERVICES [...***...] EA [...***...] [...***...]
DEVELOP AN INTER-ACTIVE WEB PAGE
SERVER AND BEGIN DEVELOPMENT OF AN
AIR TRAFFIC PERFROMANCE TOOL SET IN
ACCORDANCE WITH THE ATTACHED STATEMENT
OF WORK.
- ----------------------------------------------------------------------------------------------------------------------------------
18. Shipping Point 19. Gross Shipping Weight 20. Invoice No. 17(H). To
SEE BILLING (CONT.
INSTRUCTIONS PAGES)
ON --------------------------------------------------------------------------------------------------------------
REVERSE 21. Mail Invoice to: (INCLUDE ZIP CODE) DOT/FAA, ASO-22B 17(I).
(404) 305-7060 P.O. Box 45719 GRAND
Atlanta, Georgia 30320- [...***...] TOTAL
- ----------------------------------------------------------------------------------------------------------------------------------
17. UNITED STATES OF AMERICA 23. NAME (TYPED) (404) 305-5987
BY (SIGNATURE) /s/ Donna M. Bonner DONNA M. BONNER
Title: Contracting/Ordering Officer
- ----------------------------------------------------------------------------------------------------------------------------------
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*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
STATEMENT OF WORK
INTERACTIVE WEB PAGES FOR AIR TRAFFIC
OVERALL DESCRIPTION
The contractor shall provide a set of interactive web-based applications to
the Air Traffic community to support administrative and programmatic business
functions under the auspices of the Air Traffic Information Resources
Management Program.
Air Traffic has asserted that information is a corporate asset. The Air
Traffic Information Resources Management Program office is committed to
providing a set of tools to the AT user community to enable the creation,
dissemination and sharing of relevant information. The interactive tools to
be developed by the contractor shall provide the capability for enhanced
information distribution via the FAA's Intranet environment. This effort will
result in facilitating work and decision making processes to the Air Traffic
workforce in a timely manner. All work is required to be performed by the
contractor by September 30, 1998.
The following interactive web-based products and analytical functions will be
produced by the contractor:
PAY RECLASSIFICATION
The Pay Reclassification Web Site will provide a basic capability for the AT
Directorate that includes information about the Pay Reclassification,
facility base and conversion pay tables, and an individual pay calculator.
The web site will:
Provide timely information in an easily accessible form to all users on the FAA
Intranet regarding pay reclassification by displaying documents,
policies, and memorandum dealing with the pay reclassification and
provide links to other websites that contain information relating to the
pay reclassification.
Provide the foundation for calculating facility conversion pay by displaying
base pay, pay conversion, pay band equivalents, and facility summary
tables for each facility. There are currently over 300 facilities.
Provide the foundation for calculating individual conversion pay by presenting a
wizard-type format section on the web for calculating an individual's
conversion pay. The wizard will guide the user through various fields and
then calculate their specific conversion pay. In order to move away from
the old system of steps, the wizard will prompt the user to enter the
percentage above the base.
LABOR RELATIONS
The web site will address the following major Labor Management Relations'
(LMR) business functions:
- - Contract negotiation history
- - Contract Annotations
- - Partnerships
- - Memorandums of Understanding
- - Security
The interactive web site for the Labor Management Relations Division,
ATX-500, will:
<PAGE>
- Provide timely information in an easily accessible form to
Headquarters and Regional personnel regarding various
Labor/Management Relations (LMR) topics;
- Provide the foundation for a larger research capability for the
entire FAA LMR function:
- Provide the foundation for a collaborative capability for the
entire FAA LMR function.
These requirements define the initial capability needed by ATX-500 to begin
improving the availability of information and the work processes associated
with the various LMR activities conducted in the National Headquarters and
the Regions.
AIR TRAFFIC ORGANIZATIONAL WEB-SITES
The contractor shall develop web-sites to support other Air Traffic
organizations located in headquarters. These organizational entities are:
Air Traffic Service-AAT-1
AT Airspace Management-ATA
AT Operations - ATO
The web page will be developed based on the AT Resource Management web design
(ATX). The ATX web site provides the capability for the ATX directorate that
includes information about significant activities, employees, quarterly
program review items and regional locator functionality. The site also
provides each Division with a divisional home page from which extensions can
be built.
PERSONNEL LOCATOR/PHONE BOOK
The entry of personnel phone book information will be integrated into the Air
Traffic Web site infrastructure to facilitate the decentralized, yet
controlled, entry of the data. The resulting database will be used as the
foundation for the Air Traffic Personnel Locator to be implemented across
multiple web sites.
This task will:
Determine the requirements for a Personnel Locator database, to include all data
items required for the FAA Automated Phone Book.
Determine the requirements for the phone book data entry and reporting functions
to be hosted on a web site.
Determine the Air Traffic web site to best host the phone book data entry and
reporting functions.
Design and implement the phone book data entry and reporting functions.
BUSINESS PROCESS REENGINEERING FOR REGIONAL AIR TRAFFIC QUARTERLY PROGRAM REVIEW
The contractor shall conduct a business process reengineering effort to
assess and validate the Quarterly program review process at each regional Air
Traffic organization. The analysis will result in providing to the FAA a set
of recommended approaches toward standardizing the process throughout all
regional offices through web-based technology.
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DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 26-OCT-1999 DTFA0695C30063 DTFA0698F31222 6
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / /is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Emanuel Green, Jr.
-----------------------
DATE SIGNED: Emanuel Green Jr DATE SIGNED: 10/26/99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
19 Modification of TITAN Contract (First two [...***...] Each [...***...] [...***...]
quarters) (subject to availability of funds)
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 0000234 PRI CODE: 5-4
SHIPMENT AWA QUANTITY DELIVER BY
# 1 800 Independence Ave, SW -------- ----------
Washington, DC 20951 [...***...] 01-OCT-1999
MARK FOR: Evelyn Berrios, 202-267-9799
W.001-.0--.---.151---.2250---.252B.480100.-.--.-.-------
AMOUNT
------
[...***...]
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31222 TO DEVELOP AN INTER-ACTIVE WEB PAGE SERVER AND BEGIN DEVELOPMENT OF AIR TRAFFIC
PERFROMANCE TOOL SET IS HEREBY MODIFIED TO INCREMENTAL SERVICES.
a. Add Incremental Funding in the amount of [...***...].
b. There are no other changes for Modification No. 0005.
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ADMINISTRATION 1 of 2
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DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: DTFA0695C30063 DTFA0698F31222 5
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / /is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Donna M Bonner
---------------------
DATE SIGNED: Donna M Bonner DATE SIGNED: 09/30/99
- ----------------------------------------------------------------------------------------------------------------------------------
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31222 TO DEVELOP AN INTER-ACTIVE WEB PAGE SERVER AND BEGIN DEVELOPMENT OF AIR TRAFFIC
PERFORMANCE TOOL SET IS HEREBY MODIFIED TO INCREMENTAL SERVICES.
a. Add Incremental Funding in the amount of [...***...].
b. Increase the order from [...***...] to read [...***...] an increase of [...***...].
c. Extend the period of performance to September 20, 2001.
d. There are no other changes for Modification No. 0001.
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
18 Database - Operational Data Store Development and [...***...] Each [...***...] [...***...]
Integration with CRU-X Software
REQUISITION NO. 9901817 PRI CODE: 5-4
SHIPMENT AWA QUANTITY DELIVER BY
# 1 800 Independence Ave, SW -------- ----------
Washington, DC 20951 [...***...] 27-SEP-1999
W.901-.0--.---.151---.2250---.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
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FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 2 of 2
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: DTFA0695C30063 DTFA0698F31222 5
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31222 TO DEVELOP AN INTER-ACTIVE WEB PAGE SERVER AND BEGIN DEVELOPMENT OF AIR TRAFFIC
PERFROMANCE TOOL SET IS HEREBY MODIFIED TO INCREMENTAL SERVICES.
a. Add Incremental Funding in the amount of [...***...]
b. There are no other changes for Modification No. 0004.
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
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*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
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FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 1
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: DTFA0695C30063 DTFA0698F31222 4
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / /is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Donna M Bonner
----------------------
DATE SIGNED: Donna M Bonner DATE SIGNED: 09/30/99
- ----------------------------------------------------------------------------------------------------------------------------------
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31222 TO DEVELOP AN INTER-ACTIVE WEB PAGE SERVER AND BEGIN DEVELOPMENT OF AIR TRAFFIC
PERFROMANCE TOOL SET IS HEREBY MODIFIED TO INCREMENTAL SERVICES.
a. Add Incremental Funding in the amount of [...***...].
b. Increase the order from [...***...] to read [...***...] an increase of [...***...].
c. Extend the period of performance to September 20, 2001.
d. There are no other changes for Modification No. 0001.
*** LINE 15 WAS CANCELLED ***
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
15 Modification of TITAN Contract (First two quarters) [...***...] Each [...***...] [...***...]
(Subject to availability of funds)
SHIPMENT AWA QUANTITY DELIVER BY
# 1 800 Independence Ave, SW -------- ----------
Washington, DC 20951 [...***...] 01-OCT-1999
- ----------------------------------------------------------------------------------------------------------------------------------
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*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
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FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 2
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: DTFA0695C30063 DTFA0698F31222 3
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / /is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Emanuel Green, Jr.
---------------------------
DATE SIGNED: DATE SIGNED: 09/28/99
- ----------------------------------------------------------------------------------------------------------------------------------
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31222 TO DEVELOP AN INTER-ACTIVE WEB PAGE SERVER AND BEGIN DEVELOPMENT OF AIR TRAFFIC
PERFROMANCE TOOL SET IS HEREBY MODIFIED TO INCREMENTAL SERVICES.
a. Add Incremental Funding in the amount of [...***...].
b. Increase the order from [...***...] to read [...***...] an increase of [...***...].
c. Extend the period of performance to September 20, 2001.
d. There are no other changes for Modification No. 0001.
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
15 Modification of TITAN Contract (First two [...***...] Each [...***...] [...***...]
quarters) (Subject to availability of funds)
REQUISITION NO. 0000234 PRI CODE: 5-4
SHIPMENT AWA QUANTITY DELIVER BY
# 1 800 Independence Ave, SW -------- ----------
Washington, DC 20951 [...***...] 01-OCT-1999
W.001-.0--.---.151---.2250---.252B.480100.-.--.-.-------
AMOUNT
------
[...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
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*CONFIDENTIAL TREATMENT REQUESTED
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FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 2 of 2
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DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: DTFA0695C30063 DTFA0698F31222 3
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
16 Modification of TITAN Contract [...***...] Each [...***...] [...***...]
REQUISITION NO. 9901473 PRI CODE: 5-4
SHIPMENT AWA QUANTITY DELIVER BY
# 1 800 Independence Ave, SW -------- ----------
Washington, DC 20951 [...***...] 24-AUG-1999
W.901-.0--.---.151---.2250---.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
17 Modification of TITAN Contract [...***...] Each [...***...] [...***...]
REQUISITION NO. 9901473 PRI CODE: 5-4
SHIPMENT AWA QUANTITY DELIVER BY
# 1 800 Independence Ave, SW -------- ----------
Washington, DC 20951 [...***...] 24-AUG-1999
W.082A.0--.---.2A0400.2020--.2596.480100.-.--.-.98750618-
AMOUNT
------
[...***...]
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31222 TO DEVELOP AN INTER-ACTIVE WEB PAGE SERVER AND BEGIN DEVELOPMENT OF AIR TRAFFIC
PERFROMANCE TOOL SET IS HEREBY MODIFIED TO INCREMENTAL SERVICES.
a. Add Incremental Funding in the amount of [...***...].
b. Increase the order from [...***...] to [...***...] an increase of [...***...].
c. There are no other changes for Modification No. 0003.
- ----------------------------------------------------------------------------------------------------------------------------------
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*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 6
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 25-MAY-1999 DTFA0695C30063 DTFA0698F31222 2
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Emanuel Green, Jr.
--------------------------
DATE SIGNED: Emanuel Green Jr. DATE SIGNED: 5/25/99
- ----------------------------------------------------------------------------------------------------------------------------------
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31222 TO DEVELOP AN INTER-ACTIVE WEB PAGE SERVER AND BEGIN DEVELOPMENT OF AIR TRAFFIC
PERFROMANCE TOOL SET IS HEREBY MODIFIED TO INCREMENTAL SERVICES.
a. Add Incremental Funding in the amount of [...***...].
b. Increase the order from [...***...] to read [...***...] an increase of [...***...].
c. Extend the period of performance to September 20, 2001.
d. There are no other changes for Modification No. 0001.
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
1 Inter Active Web Page [...***...] US dollar [...***...] [...***...]
PLACE OF INSPECTION AND ACCEPTANCE: Destination
SHIPMENT ASO QUANTITY
#1 PO Box 20636 --------
Atlanta, GA 30320 [...***...]
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
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FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 2 of 6
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 25-MAY-1999 DTFA0695C30063 DTFA0698F31222 2
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
2 For initial design and development of the [...***...] US dollar [...***...] [...***...]
Corporate Air Traffic Management Information
System (CATMIS), next phase of development of
the Air Traffic Executive Information System
(ATEIS) Financial Modules and work on integrating
levels.
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900581 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
MARK FOR: Laurence L. Silvious
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
3 Phase I development of Supplier online tools for [...***...] Each [...***...] [...***...]
field access to operational and performance metrics.
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900580 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO BOX 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
MARK FOR: Laurence L. Silvious
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
4 AT Web [...***...] Each [...***...] [...***...]
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
MARK FOR: Laurence L. Silvious
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
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* CONFIDENTIAL TREATMENT REQUESTED
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ADMINISTRATION 3 of 6
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 25-MAY-1999 DTFA0695C30063 DTFA0698F31222 2
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
5 AR IRM Detailed Plan [...***...] Each [...***...] [...***...]
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
MARK FOR: Laurence L. Silvious
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
6 PBO Web Page [...***...] Each [...***...] [...***...]
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
MARK FOR: Laurence L. Silvious
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
7 CATTS [...***...] Each [...***...] [...***...]
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
MARK FOR: Laurence L. Silvious
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
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* CONFIDENTIAL TREATMENT REQUESTED
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ADMINISTRATION 4 of 6
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 25-MAY-1999 DTFA0695C30063 DTFA0698F31222 2
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
8 AT EIS [...***...] Each [...***...] [...***...]
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
MARK FOR: Laurence L. Silvious
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
9 AT EIS [...***...] Each [...***...] [...***...]
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
MARK FOR: Laurence L. Silvious
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
10 CAS into CATMIS [...***...] Each [...***...] [...***...]
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
MARK FOR: Laurence L. Silvious
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
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ADMINISTRATION 5 of 6
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 25-MAY-1999 DTFA0695C30063 DTFA0698F31222 2
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
11 AT Web [...***...] Each [...***...] [...***...]
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
MARK FOR: Laurence L. SIlvious
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
12 To develop and implement catastrophic back-up [...***...] Each [...***...] [...***...]
capability for the AT web-based information systems.
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900908 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 22-MAR-1999
MARK FOR: Evelyn Berrios
W.982A.0--.---.2A0300.2020--.2596.480100.-.--.-.98750618-
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
13 To develop and implement catastrophic back-up [...***...] Each [...***...] [...***...]
capability for the AT web-based application.
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9901049 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 21-APR-1999
MARK FOR: Evelyn Berrios, ATX-400, (202) 267-9799
W.182A.0--.---.2A0400.2020--.2596.480100.-.--.-.98750618-
AMOUNT
------
[...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 6 of 6
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 25-MAY-1999 DTFA0695C30063 DTFA0698F31222 2
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
14 To implement design, development, and testing [...***...] Each [...***...] [...***...]
of MWE module for ATS EIS.
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9901010 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 05-APR-1999
MARK FOR: Evelyn Berrios, ATX-400
W.901-.0--.---.15X---.9Z10--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31222 TO DEVELOP AN INTER-ACTIVE WEB PAGE SERVER AND BEGIN DEVELOPMENT AIR TRAFFIC PERFROMANCE
TOOL SET IS HEREBY MODIFIED TO INCREMENTAL SERVICES.
a. Add Incremental Funding in the amount of [...***...].
b. Increase the order from [...***...] to read [...***...] an increase of [...***...].
c. There are no other changes for Modification No. 0002.
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 5
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 11-FEB-1999 DTFA0698F31222 1
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Emanuel Green, Jr.
DATE SIGNED: Emanuel Green Jr. DATE SIGNED: 2/12/99
- ----------------------------------------------------------------------------------------------------------------------------------
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31222 TO DEVELOP AN INTER-ACTIVE WEB PAGE SERVER AND BEGIN DEVELOPMENT OF AIR TRAFFIC
PERFROMANCE TOOL SET IS HEREBY MODIFIED TO INCREMENTAL SERVICES.
a. Add Incremental Funding in the amount of [...***...].
b. Increase the order from [...***...] to read [...***...] an increase of [...***...].
c. Extend the period of performance to September 20, 2001.
d. There are no other changes for Modification No. 0001.
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
1 Inter Active Web Page [...***...] US Dollar [...***...] [...***...]
PLACE OF INSPECTION AND ACCEPTANCE: Destination
SHIPMENT ASO QUANTITY
# 1 PO Box 20636 --------
Atlanta, GA 30320 [...***...]
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 3 of 5
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 11-FEB-1999 DTFA0698F31222 1
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
5 AR IRM Detailed Plan [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
# 1 PO Box 20636 -------- -----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
6 PBO Web Page [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
# 1 PO Box 20636 -------- -----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
7 CATTS [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
# 1 PO Box 20636 -------- -----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 4 of 5
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 11-FEB-1999 DTFA0698F31222 1
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
8 AT EIS [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
# 1 PO Box 20636 -------- -----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
9 AT EIS [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- -----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
10 CAS into CATMIS [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
# 1 PO Box 20636 -------- -----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
</TABLE>
<PAGE>
* CONFIDENTIAL TREATMENT REQUESTED
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 5 of 5
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 01-SEP-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 11-FEB-1999 DTFA0698F31222 1
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
11 AT Web [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
# 1 PO Box 20636 -------- -----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1 2
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0004 08-31-98 871338089
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.D3
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-98-F-31150
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 04-08-98
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
W/801/0/8030/270/2596/ [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
X CHANGES - FIXED PRICE
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1. RE: TASK ORDER NUMBER DTFA06-98-F-31150 TO DEVELOP AIR TRAFFIC SERVICE INFORMATION
MANAGEMENT SYSTEM (CIMS) IS HEREBY MODIFIED TO INCREMENTAL SERVICES.
a. Add Incremental Funding in the amount of [...***...].
b. Increase the order from [...***...] to read [...***...] an
increase of [...***...].
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
EMANUEL GREEN, JR. 3
404-305-5776
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Emanuel Green, Jr. 8/31/98
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
PAGE 2
0004 08-31-98 DTFA06-98-F-31150
c. There are no other changes for Modification No. 0004.
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0003 08-28-98 871338082
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, BRAN, ASO55A
P.O. BOX 20636
ATLANTA , GA 30320-0000
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
X DTFA06-98-F-31150
---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 04-08-98
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
SEE ATTACHED
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
X CHANGES FIXED PRICE
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1. TASK ORDER NUMBER DTFA06-98-F-31150 TO DEVELOP AIR TRAFFIC SERVICE INFORMATION
MANAGEMENT SYSTEM (CIMS) IS HEREBY MODIFIED TO INCREMENTAL SERVICES.
a. Add Incremental Services in support of AF CIMS per attached statement of work
in the amount of [...***...].
b. Add Maintenance at a rate of [...***...] per month and extended amount to read [...***...].
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
DONNA M. BONNER
404-305-5987
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Donna M. Bonner Aug 28, 1998
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
PAGE 2
0003 08-28-98 DTFA06-98-F-31150
c. Add Incremental Funding to CIMS Task Order in the amount of [...***...].
d. Increase the order from [...***...] to read [...***...] and increase
of [...***...].
e. There are no other changes for Modification No. 0003.
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
***************************** ACCOUNTING DETAILS *******************************
PR NUMBER RGN APPR LIM C/C PGM OBJ PROJECT #
871338082 W 801 0 8E30 270 2523
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
871338082 W 801 0 8E30 270 2538
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
871338088 W 801 0 8030 270 2596
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
CHANGE MODIFICATION NUMBER 95-C-30063
CONTRACT DTFA06-95-C-30063
1.0 SCOPE
1.1 IDENTIFICATION
THIS DOCUMENT PROVIDES A DESCRIPTION OF THE ACTIVITIES TO BE PERFORMED DURING
REACTIVATION AND MONTHLY SUPPORT OF THE DATA FLOWS FOR THE COST AND PERFORMANCE
MANAGEMENT SOFTWARE (CPMS) SOFTWARE, AND THE INSTALLATION OF CPMS ON SEVERAL
SYSTEMS.
1.2 SYSTEM OVERVIEW
THE CPMS SOFTWARE CORRELATES DATA FROM SEVERAL FAA LEGACY SYSTEMS TO FACILITATE
THE ANALYSIS OF VARIOUS PARAMETERS IN ORDER TO ASCERTAIN FLUCTUATIONS OR TRENDS
IN CERTAIN REPORTING CRITERIA. IT CONSISTS OF NATIONAL AIR SPACE PERFORMANCE
REPORTING SYSTEM (NAPRS) PERFORMANCE DATA AS WELL AS PERSONNEL, COMPENSATION,
AND BENEFITS (PC&B), OR STAFFING COST OBLIGATIONS DATA, LOGISTICS-RELATED COSTS,
LEASED TELECOMMUNICATIONS COSTS, AND OTHER COSTS.
1.3 DOCUMENT OVERVIEW
THIS STATEMENT OF WORK APPLIES TO ALL ACTIVITIES RELATED TO THE MAINTENANCE OF
THE CPMS DATA FLOWS. IN ADDITION, IT OUTLINES THE DELIVERABLES AND ASSOCIATED
MILESTONES TO BE USED TO MONITOR THE PROGRESS OF THIS CONTRACT EFFORT.
2.0 TASKS
2.1 RE-ACTIVATE CPMS
RE-ESTABLISH CONNECTIVITY BETWEEN LIS AND TIMS AND THE NATIONAL DATA WAREHOUSE.
THIS INCLUDES UPDATING ALL THE ASSOCIATED DATA AND TABLES AND RECONCILING THE
NEW DATA, AND MAKING ANY CHANGES REQUIRED IN CPMS TO PROCESS THE NEW DATA.
1
<PAGE>
2.2 PERFORM MONTHLY CPMS MAINTENANCE
COORDINATE AND MONITOR THE MONTHLY MANUAL FEEDS AND ENSURE THAT THE NEW MONTHLY
DATA IS RECONCILED.
3.0 DELIVERABLES
THE CONTRACTOR SHALL DELIVER THE PRODUCTS OF THIS STATEMENT OF WORK TO THE
GOVERNMENT IN ACCORDANCE WITH THE SCHEDULE DESCRIBED BELOW.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ITEM TASK PRODUCT SCHEDULE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
1 1 RE-ACTIVATE CPMS INITIATE UPON AWARD
- --------------------------------------------------------------------------------
2 1 PERFORM MONTHLY MAINTENANCE MONTHLY
- --------------------------------------------------------------------------------
</TABLE>
4.0 PERIOD OF PERFORMANCE
THE PERIOD OF PERFORMANCE IS FROM AUGUST 17, 1998 THROUGH DECEMBER 30, 1998.
2
<PAGE>
CPMS REACTIVATION AND MONTHLY SUPPORT PROPOSAL
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SOW PART TITLE COST
- --------------------------------------------------------------------------------
<S> <C> <C>
2.1 REACTIVATE CPMS [...***...]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2.2 MONTHLY MAINTENANCE FOR CPMS [...***...]
- --------------------------------------------------------------------------------
</TABLE>
3
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1 1
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
0002 06-04-98 871338055
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, BRAN ASO55A
P.O. BOX 20636
ATLANTA , GA 30320-0000
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
DTFA06-98-F-31150
X ---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 04-08-98
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
W/801/0/2250/151/2596/ [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
X
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1. TASK ORDER NUMBER DTFA06-98-F-31150, TO DEVELOP AIR TRAFFIC SERVICE INFORMATION
MANAGEMENT SYSTEM (CIMS) IS HEREBY MODIFIED TO INCLUDE ADDITIONAL INCREMENTAL FUNDING
IN THE AMOUNT OF [...***...].
THIS AWARD IS INCREASED BY: [...***...]
FROM: [...***...]
TO: [...***...]
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
DONNA M. BONNER
404-305-5987
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Donna M. Bonner June 4, 1998
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ---------------------------------------------------------------------------------------------------------------------
1. CONTRACT ID CODE PAGE OF PAGE
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1 1
- ---------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (IF APPLIABLE)
TO-0001 04-10-98 871338049
- ---------------------------------------------------------------------------------------------------------------------
6. ISSUED BY CODE 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE
------------------- -----------
DOT/FEDERAL AVIATION ADMINISTRATION
ACQUISITION & REAL ESTATE, TEA, ASO55.D3
1701 COLUMBIA AVENUE
COLLEGE PARK, GEORGIA
30337-2714
- ---------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, COUNTY, STATE, AND ZIP CODE) (x) 9A. AMENDMENT OF SOLICITATION NO.
TITAN CORPORATION ---------------------------------
TITAN SYSTEMS DIVISION 9B. DATED (SEE ITEM 11)
1900 CAMPUS COMMONS DRIVE, STE 400
RESTON VA 22091- --------------------------------------
10A. MODIFICATION OF CONTRACT/
ORDER NO.
DTFA06-98-F-31150
X ---------------------------------
- ----------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13)
CODE FACILITY CODE 04-08-98
- ---------------------------------------------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
- ---------------------------------------------------------------------------------------------------------------------
The above numbered solicitation is amended as set forth in Item 14. The
hour and date specified for receipt of Offers / / is extended, / / is not
extended. Offers must acknowledge receipt of this amendment prior to the hour
and date specified in the solicitation or as amended, by one of the following
methods: (a) By completing Items 8 and 15, and returning _______________
copies of the amendment; (b) By acknowledging receipt of this amendment on
each copy of the offer submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE OF
YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT
OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF
YOUR OFFER. If by virtue of this amendment you desire to change an offer
already submitted, such change may be made by telegram or letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (IF REQUIRED)
W/801/0/8E30/270/2523/ [...***...]
- ---------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SPECIFY AUTHORITY) THE
- --- CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
X
- ---------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
CHANGES (SUCH AS CHANGES IN PAYING OFFICE, APPROPRIATION DATE, ETC.) SET
FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
- ---------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
- ---------------------------------------------------------------------------------------------------------------------
D. OTHER (SPECIFY TYPE OF MODIFICATION AND AUTHORITY)
- ---------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor /X/ is not, / / is required to sign this document and
return 0 copies to the issuing office.
---
- ---------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (ORGANIZED BY UCF SECTION HEADINGS, INCLUDING
SOLICITATION/CONTRACTS SUBJECT MATTER WHERE FEASIBLE.)
1. TASK ORDER NUMBER DTFA06-98-F-31150, TO DEVELOP AIR TRAFFIC SERVICE INFORMATION
MANAGEMENT SYSTEM (CIMS) IS HEREBY MODIFIED TO INCLUDE ADDITIONAL INCREMENTAL
FUNDING IN THE AMOUNT OF [...***...].
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore
changed, remains unchanged and in full force and effect.
- ---------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 16A. NAME AND TITLE OF CONTRACTING OFFICER (TYPE OR PRINT)
EMANUEL GREEN, JR. 3
404-305-5776
- ---------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED
BY /s/ Emanuel Green, Jr. 4/10/98
- ---------------------------------------- ----------------------------------------
(SIGNATURE OF PERSON AUTHORIZED TO SIGN) (SIGNATURE OF CONTRACTING OFFICER)
- ---------------------------------------------------------------------------------------------------------------------
STANDARD FORM 30 (REV. 10-83)
</TABLE>
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
Page of Pages
ORDER FOR SUPPLIES OR SERVICES 1 2
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all packages and papers with contract and/or order numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
1. Date of Order 2. Contract No. (IF ANY) 3. Order No. 4. Requisition/Reference No.
04/08/98 DTFA06-95-C-30063 DTFA06-98-F-31150 871338037
- ----------------------------------------------------------------------------------------------------------------------------------
5. Issuing Office (ADDRESS CORRESPONDENCE TO) 6. Ship To: (COSIGNEES AND ADDRESS, ZIP CODE)
DOT/FEDERAL AVIATION ADMINISTRATION DOT/FEDERAL AVIATION ADMINISTRA
ACQUISITION & REAL ESTATE, TEA, AS055.03 M/F: WILLIAM P. FORD 202-267-8970
1701 COLUMBIA AVENUE FEDERAL AVIATION ADMINISTRATION
COLLEGE PARK, GEORGIA 800 INDEPENDENCE AVE., S.W.,
WASHINGTON, DC,
30337-2714
20591
- ----------------------------------------------------------------------------------------------------------------------------------
7. To: Contractor (NAME, ADDRESS AND ZIP CODE) 8. Type of Order
/ / A. PURCHASE --Reference your _______________
TITAN CORPORATION PEGGY OWENS
TITAN SYSTEMS DIVISION -------------------------------------------------------------------
1900 CAMPUS COMMONS DRIVE, STE 400 Please furnish the following on the terms and
RESTON VA 22091- conditions specified on both sides of this order
and on the attached sheets, if any, including
delivery as indicated. This purchase is
negotiated under authority of:
-------------------------------------------------------------------
/X/ B. DELIVERY --Except for billing instructions
on the reverse, this delivery order is subject to
instructions contained on this side only of this
form and is issued subject to the terms and
conditions of the above-numbered contract.
- ----------------------------------------------------------------------------------------------------------------------------------
9. Accounting and Appropriation Data 10. Requisitioning Office
SEE ATTACHED AS052
-------------------------------------------------------------------------------------
.00 11. Business Classification (CHECK APPROPRIATE BOX(ES))
/ / SMALL /XX/ OTHER THAN SMALL / /DISADVANTAGED / / WOMAN OWNED
- ----------------------------------------------------------------------------------------------------------------------------------
12. F.O.B. Point 14. Government B/L No. 15. Deliver to F.O.B. Point 16. Discount Terms
DESTINATION On or Before (DATE)
- ----------------------------------------
13. Place of Inspection and Acceptance 04/08/98
DESTINATION THRU 04/08/99 [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
17. Schedule (SEE REVERSE FOR REJECTIONS)
- ----------------------------------------------------------------------------------------------------------------------------------
Item Quantity Unit Quantity
No. Supplies or Services Ordered Unit Price Amount Accepted
(A) (B) (C) (D) (E) (F) (G)
- ----------------------------------------------------------------------------------------------------------------------------------
PR FEF: 871338037 -001
1 SERVICES 1 EA [...***...] [...***...]
DEVELOP AIR TRAFFIC SERVICE CORPORATE
INFORMATION MANAGEMENT SYSTEM (CIMS)
IN ACCORDANCE WITH TASK DESCRIPTION
AND CONTRACTOR'S PROPOSAL DATED 2/18/98.
.
TOTAL PRICE OF TASK: [...***...]
INCREMENTAL FUNDING IS PROVIDED IN
THE AMOUNT OF [...***...].
.
CONTRACTOR SHALL NOT PERFROM WORK IN
EXCESS OF [...***...] UNTIL
FURTHER INCREMENTAL FUNDING IS
- ----------------------------------------------------------------------------------------------------------------------------------
18. Shipping Point 19. Gross Shipping Weight 20. Invoice No. 17(H). To
SEE BILLING (CONT.
INSTRUCTIONS PAGES)
ON --------------------------------------------------------------------------------------------------------------
REVERSE 21. Mail Invoice to: (INCLUDE ZIP CODE) DOT/FAA, ASO-22B 17(I).
(404) 305-7060 P.O. Box 45719 GRAND
Atlanta, Georgia 30320- [...***...] TOTAL
- ----------------------------------------------------------------------------------------------------------------------------------
17. UNITED STATES OF AMERICA 23. NAME (TYPED) (404) 305-5778
BY (SIGNATURE) /s/ Emanuel Green, Jr. EMANUEL GREEN, JR. 3
Title: Contracting/Ordering Officer
- ----------------------------------------------------------------------------------------------------------------------------------
FAA Form 4400-18(4-85)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
04/08/98 DTFA06-95-C-30063 DTFA06-98-F-31150
PROVIDED.
.
MONTHLY MILESTONE BILLING IS
INCLUDED IAW ATTACHED SCHEDULE.
******************************** ACCOUNTING DETAILS ****************************
PR NUMBER RGN APPR LIM C/C PGM OBJ PROJECT #
871338037 W 801 0 8030 270 2596
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
871338037 W 082A 0 G531 3A0100 2596 98750118
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
871338037 W 801 0 2250 151 2596
OBLG TOTAL [...***...] TRAN CHG .00 2211 CHG .00
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 2
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 08-APR-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 19-AUG-1999 DTFA0695C30063 DTFA0698F31150 15
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Donna M Bonner
DATE SIGNED: Donna M Bonner DATE SIGNED: 8/19/99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
16 To provide incremental funding to the CIMS [...***...] Each [...***...] [...***...]
Contract for Task Order #DTFA06-95-C-30063.
REQUISITION NO. 9901414 PRI CODE: 5-4
SHIPMENT AWA QUANTITY DELIVER BY
#1 800 Independence Ave, SW -------- -----------
Washington, DC 20951 [...***...] 06-AUG-1999
7.182A.0--.---.3A0100.8056--.2596.480100.-.--.-.00097789-
AMOUNT
------
[...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
17 To provide incremental funding to the CIMS [...***...] Each [...***...] [...***...]
Contract for Task #DTFA06-95-C-30063
REQUISITION NO. 9901416 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
--------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 2 of 2
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 08-APR-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 19-AUG-1999 DTFA0695C30063 DTFA0698F31150 15
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
#1 800 Independence Ave, SW
Washington, DC 20951 [...***...]
7.182A.0--.---.3A0100.8056--.2596.480100.-.--.-.00097789-
AMOUNT
------
[...***...]
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31150 TO DEVELOP AIR TRAFFIC SERVICE
INFORMATION MANAGEMENT SYSTEM (CIMS) IS HEREBY MODIFIED TO DECREASE
INCREMENTAL SERVICES.
a. Increase Incremental funding in the amount of $[...***...].
b. Increase the order from [...***...] to [...***...], an increase [...***...].
c. There are no other changes for Modification NO. 0008
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 4
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 08-APR-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DTFA0695C30063 DTFA0698F31150 13
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Donna M Bonner
DATE SIGNED: Donna M Bonner DATE SIGNED: May 24, 1999
- ----------------------------------------------------------------------------------------------------------------------------------
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31150 TO DEVELOP AIR TRAFFIC SERVICE
INFORMATION MANAGEMENT SYSTEM (CIMS) IS HEREBY MODIFIED TO INCREASE
INCREMENTAL SERVICES.
a. Decrease Incremental funding in the amount of [...***...].
b. Decrease the order from [...***...] to read [...***...] an decrease of [...***...].
c. There are no other changes for Modification No. 0006.
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31150 TO DEVELOP AIR TRAFFIC SERVICE
INFORMATION MANAGEMENT SYSTEM (CIMS) IS HEREBY MODIFIED TO INCREASE
INCREMENTAL SERVICES.
a. Increase Incremental funding in the amount of [...***...].
b. Increase the order from [...***...] to [...***...].
c. There are no other changes for Modification No. 0007.
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 2 of 4
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 08-APR-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DTFA0695C30063 DTFA0698F31150 13
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
1 CIMS [...***...] US Dollar [...***...] [...***...]
PLACE OF INSPECTION AND ACCEPTANCE: Destination
SHIPMENT ASO QUANTITY
# 1 PO Box 20636 --------
Atlanta, GA 30320 [...***...]
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
***LINE 2 WAS CANCELLED ***
***LINE 3 WAS CANCELLED ***
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
4 This contract modification is to provide [...***...] Each [...***...] [...***...]
systems engineering support in developing the
Corporate Air Traffic Management Information
System (CATMIS). CATMIS will provide procedures
that will coordinate business information for ATS.
REQUISITION NO. 9900582 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
# 1 PO Box 20636 -------- -----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
***LINE 5 WAS CANCELLED ***
***LINE 6 WAS CANCELLED ***
***LINE 7 WAS CANCELLED ***
***LINE 8 WAS CANCELLED ***
***LINE 9 WAS CANCELLED ***
***LINE 10 WAS CANCELLED ***
***LINE 11 WAS CANCELLED ***
***LINE 12 WAS CANCELLED ***
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 3 of 4
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 08-APR-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DTFA0695C30063 DTFA0698F31150 13
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
13 Incremental funding in the amount of [...***...] Each [...***...] [...***...]
[...***...] to the CIMS task order
#DTFA06-95-C30063
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900757 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
# 1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
MARK FOR: Deb Carlson
W.901-.0--.---.270---.8030--.252B.480100.-.--.-.---------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
14 Incremental funding to the CIMS task order [...***...] Each [...***...] [...***...]
DTFA06-95-C30063 in the amout of
[...***...] for development of ATSMIS
Non-ISO 9000
REQUISITION NO. 9900906 PRI CODE: 5-4
SHIPMENT ASO QUANTITY
# 1 PO Box 20636 --------
Atlanta, GA 30320 [...***...]
W.901-.0--.---.15X---.9Z10--.252B.480100.-.--.-.---------
AMOUNT
------
[...***...]
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 4 of 4
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 08-APR-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DTFA0695C30063 DTFA0698F31150 13
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
15 Incremental funding for the CIMS contract [...***...] Each [...***...] [...***...]
DTFA-06-95-C-30063 SOW attached
Non-ISO 9000
REQUISITION NO. 9901002 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
# 1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
W.901-.0--.---.270---.8E30--.2523.480100.-.--.-.---------
AMOUNT
------
[...***...]
NOTE TO VENDOR
TASK ORDER NUMBER DTFA06-98-F-31150, TO DEVELOP AIR TRAFFIC SERVICE
INFORMATION MANAGEMENT SYSTEMS (CIMS) IS HEREBY MODIFIED TO INCREASE
INCREMENTAL SERVICES.
a. Increase Incremental funding in the amount of [...***...].
b. Increase the order from [...***...] to [...***...].
c. There are no other changes for Modification No. 008
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 1 of 3
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 08-APR-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DTFA0695C30063 DTFA0698F31150 12
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office. OMB 2120-0595
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Larry Cleveland
DATE SIGNED: Larry Cleveland DATE SIGNED: 3/22/99
- ----------------------------------------------------------------------------------------------------------------------------------
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31150 TO DEVELOP AIR TRAFFIC SERVICE
INFORMATION MANAGEMENT SYSTEM (CIMS) IS HEREBY MODIFIED TO DECREASE
INCREMENTAL SERVICES.
a. Decrease Incremental funding in the amount of [...***...].
b. Decrease the order from [...***...] to read [...***...] an decrease of [...***...].
c. There are no other changes for Modification No. 0006.
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31150 TO DEVELOP AIR TRAFFIC SERVICE
INFORMATION MANAGEMENT SYSTEM (CIMS) IS HEREBY MODIFIED TO INCREASE
INCREMENTAL SERVICES.
a. Increase Incremental funding in the amount of [...***...].
b. Increase the order from [...***...] to [...***...].
c. There are no other changes for Modification No. 0007.
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 2 of 3
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 08-APR-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DTFA0695C30063 DTFA0698F31150 12
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
1 CIMS [...***...] US Dollar [...***...] [...***...]
PLACE OF INSPECTION AND ACCEPTANCE: Destination
SHIPMENT ASO QUANTITY
# 1 PO Box 20636 --------
Atlanta, GA 30320 [...***...]
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
***LINE 2 WAS CANCELLED ***
***LINE 3 WAS CANCELLED ***
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
4 This contract modification is to provide [...***...] Each [...***...] [...***...]
systems engineering support in developing the
Corporate Air Traffic Management Information
System (CATMIS). CATMIS will provide procedures
that will coordinate business information for ATS.
REQUISITION NO. 9900582 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
# 1 PO Box 20636 -------- -----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
***LINE 5 WAS CANCELLED ***
***LINE 6 WAS CANCELLED ***
***LINE 7 WAS CANCELLED ***
***LINE 8 WAS CANCELLED ***
***LINE 9 WAS CANCELLED ***
***LINE 10 WAS CANCELLED ***
***LINE 11 WAS CANCELLED ***
***LINE 12 WAS CANCELLED ***
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
<TABLE>
<S><C>
- ----------------------------------------------------------------------------------------------------------------------------------
FEDERAL AVIATION REVISION TO AWARD FOR SUPPLIES OR SERVICES PAGE
ADMINISTRATION 3 of 3
- ----------------------------------------------------------------------------------------------------------------------------------
DATE OF AWARD: 08-APR-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DTFA0695C30063 DTFA0698F31150 12
- ----------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Mark all package(s), invoice(s), and correspondence with contract and/or order/award numbers.
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
13 Incremental funding in the amount of [...***...] Each [...***...] [...***...]
[...***...] to the CIMS task order
#DTFA06-95-C30063
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900757 PRI CODE: 5-4
SHIPMENT AWA QUANTITY
# 1 800 Independence Ave, SW --------
Washington, DC 20951 [...***...]
MARK FOR: Deb Carlson
W.901-.0--.---.270---.8030--.252B.480100.-.--.-.---------
AMOUNT
------
[...***...]
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DATE OF AWARD: 08-APR-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 05-FEB-1999 DTFA0695C30063 DTFA0698F31150 11
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CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: Destination SHIP VIA: Best Means
DISCOUNT TERMS: Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
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IMPORTANT: Contractor / / is, / / is not required to sign this document and return __ copies to the issuing office.
- ----------------------------------------------------------------------------------------------------------------------------------
NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Donna M Bonner
DATE SIGNED: Donna M Bonner DATE SIGNED: 2/11/99
- ----------------------------------------------------------------------------------------------------------------------------------
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31150 TO DEVELOP AIR TRAFFIC SERVICE
INFORMATION MANAGEMENT SYSTEM (CIMS) IS HEREBY MODIFIED TO DECREASE
INCREMENTAL SERVICES.
a. Decrease Incremental funding in the amount of [...***...].
b. Decrease the order from [...***...] to read [...***...] an decrease of [...***...].
c. There are no other changes for Modification No. 0006.
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
1 CIMS [...***...] US Dollar [...***...] [...***...]
PLACE OF INSPECTION AND ACCEPTANCE: Destination
SHIPMENT ASO QUANTITY
# 1 PO Box 20636 --------
Atlanta, GA 30320 [...***...]
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
</TABLE>
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***LINE 3 WAS CANCELLED ***
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DATE OF AWARD: 08-APR-1998 CONTRACT NUMBER (IF ANY): AWARD NO. (IF ANY): REVISION NO.
DATE OF REVISION: 05-FEB-1999 DTFA0695C30063 DTFA0698F31150 11
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LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
4 This contract modification is to provide [...***...] Each [...***...] [...***...]
systems engineering support in developing the
Corporate Air Traffic Management Information
System (CATMIS). CATMIS will provide procedures
that will coordinate business information for ATS.
REQUISITION NO. 9900582 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
# 1 PO Box 20636 -------- -----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
***LINE 5 WAS CANCELLED ***
***LINE 6 WAS CANCELLED ***
***LINE 7 WAS CANCELLED ***
***LINE 8 WAS CANCELLED ***
***LINE 9 WAS CANCELLED ***
***LINE 10 WAS CANCELLED ***
***LINE 11 WAS CANCELLED ***
***LINE 12 WAS CANCELLED ***
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
12 AT EIS [...***...] Each [...***...] [...***...]
SHIPMENT ASO QUANTITY DELIVERY BY
# 1 PO Box 20636 -------- -----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.---------
AMOUNT
------
[...***...]
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F-31150 TO DEVELOP AIR TRAFFIC SERVICE
INFORMATION MANAGEMENT SYSTEM (CIMS) IS HEREBY MODIFIED TO
INCREMENTAL SERVICES.
a. Add Incremental Funding in the amount of [...***...].
b. Increase the order from [...***...] to read [...***...] an increase of [...***...].
c. Extend the period of performance to September 30, 2001.
d. There are no other changes for Modification 0005.
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DATE OF ORDER: 08-APR-1998 CONTRACT NUMBER (IF ANY): ORDER NO. (IF ANY): REVISION NO.
DATE OF REVISION: 03-FEB-1999 DTFA0695C30063 DTFA0698F31150 1
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CONTRACTOR (NAME, ADDRESS, AND ZIP CODE): MAIL INVOICE TO (NAME, ADDRESS, AND ZIP CODE):
TITAN SYSTEMS DIVISION DOT/FAA
1900 CAMPUS COMMONS DR Financial Services Division, ASO-20
SUITE 400 PO Box 45719
RESTON, VA 22091 Atlanta, GA 30320
- --------------------------------------------------------------
CONTACT POINT/PHONE NO: ---------------------------------------------------------------
Sherry Manuel ISSUING OFFICE (ADDRESS CORRESPONDENCE TO):
703-758-5642 PO Box 20636
Atlanta, GA 30320
- --------------------------------------------------------------
F.O.B. POINT: SHIP VIA: DISCOUNT TERMS:
Destination Best Means Due in 30
- ----------------------------------------------------------------------------------------------------------------------------------
PURCHASER NAME AND PHONE NO: TOTAL AMOUNT OF ORDER/AWARD: [...***...]
Donna M Bonner
404-305-5987 FROM: [...***...]
AWARD IS CHANGED BY: [...***...]
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NAME AND TITLE OF PERSON AUTHORIZED TO SIGN: UNITED STATES OF AMERICA
BY: NAME OF CONTRACTING OFFICER:
BY: /s/ Emanuel Green, Jr.
--------------------------
DATE SIGNED: Emanuel Green Jr. DATE SIGNED: 2/3/99
- ----------------------------------------------------------------------------------------------------------------------------------
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
1 CIMS [...***...] US dollar [...***...] [...***...]
PLACE OF INSPECTION AND ACCEPTANCE: Destination
SHIPMENT ASO QUANTITY
#1 PO Box 20636 --------
Atlanta, GA 30320 [...***...]
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
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DATE OF ORDER: 08-APR-1998 CONTRACT NUMBER (IF ANY): ORDER NO. (IF ANY): REVISION NO.
DATE OF REVISION: 03-FEB-1999 DTFA0695C30063 DTFA0698F31150 1
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LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
2 For initial design and development of the [...***...] Each [...***...] [...***...]
Corporate Air Traffic Management Information
System (CATMIS), next phase of development of
the Air Traffic Executive Information System
(ATEIS) Financial Modules and work on integrating
levels.
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900581 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
3 Phase I development of Supplier online tools for [...***...] Each [...***...] [...***...]
field access to operational and performance metrics.
Non-ISO 9000 PLACE OF INSPECTION AND ACCEPTANCE: Destination
REQUISITION NO. 9900580 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO BOX 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
4 This contract modification is to provide [...***...] Each [...***...] [...***...]
systems engineering support in developing
the Corporate Air Traffic Management Information
System (CATMIS). CATMIS will provide procedures
that will coordinate business information for
ATS.
REQUISITION NO. 9900582 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
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DATE OF ORDER: 08-APR-1998 CONTRACT NUMBER (IF ANY): ORDER NO. (IF ANY): REVISION NO.
DATE OF REVISION: 03-FEB-1999 DTFA0695C30063 DTFA0698F31150 1
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LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
5 AR IRM Detailed Plan [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
6 PBO Web Page [...***...] Each [...***...] [...***...]
field access to operational and performance metrics.
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO BOX 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
7 CATTS [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
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DATE OF ORDER: 08-APR-1998 CONTRACT NUMBER (IF ANY): ORDER NO. (IF ANY): REVISION NO.
DATE OF REVISION: 03-FEB-1999 DTFA0695C30063 DTFA0698F31150 1
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LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
8 AT EIS [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
9 CAS into CATMIS [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO BOX 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
10 AT WEB [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
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DATE OF ORDER: 08-APR-1998 CONTRACT NUMBER (IF ANY): ORDER NO. (IF ANY): REVISION NO.
DATE OF REVISION: 03-FEB-1999 DTFA0695C30063 DTFA0698F31150 1
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LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
11 AT Web [...***...] EACH [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO Box 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
LINE DESCRIPTION QUANTITY UOM UNIT PRICE LI TOTAL $
- ---------------- -------- --- ---------- ----------
12 AT EIS [...***...] Each [...***...] [...***...]
REQUISITION NO. 9900583 PRI CODE: 5-4
SHIPMENT ASO QUANTITY DELIVER BY
#1 PO BOX 20636 -------- ----------
Atlanta, GA 30320 [...***...] 12-JAN-1999
W.901-.0--.---.151---.2250--.2596.480100.-.--.-.-------
AMOUNT
------
[...***...]
NOTE TO VENDOR
RE: TASK ORDER NUMBER DTFA06-98-F31150 TO DEVELOP AIR TRAFFIC SERVICE INFORMATION MANAGEMENT SYSTEM (CIMS)
IS HERE MODIFIED TO INCREMENTAL SERVICES.
1. Add Incremental Funding in the amount of [...***...].
2. Increase the order from [...***...] to read [...***...] and increase of [...***...].
3. Extend the period of performance to September 30, 2001.
4. There are no other changes for Modification 0005.
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* CONFIDENTIAL TREATMENT REQUESTED
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Contract No. C 9812 29081
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4),
200.83 and 230.406
AGREEMENT
for
Consulting Services
between
Sempra Energy Information Solutions, LLC
and
Transnational Partners II, LLC
Acknowledgment Copy
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE PAGE
- ------- ----
<S> <C>
1. SCOPE .................................................................. 1
2. COMMENCEMENT AND COMPLETION OF WORK .................................... 1
3. REPRESENTATIVES ........................................................ 1
4. RESPONSIBILITY OF CONTRACTOR ........................................... 2
5. MONITORING ............................................................. 2
6. CHANGES ................................................................ 2
7. DELAYS ................................................................. 2
8. OWNERSHIP OF INTELLECTUAL PROPERTY AND MATERIAL ........................ 3
9. REPORTS ................................................................ 3
10. SUBCONTRACTORS ........................................................ 4
11. COMPENSATION .......................................................... 4
12. PAYMENT ............................................................... 4
13. AUDIT ................................................................. 5
14. TAXES ................................................................. 6
15. INDEPENDENT CONTRACTOR ................................................ 6
16. WARRANTY .............................................................. 7
17. INSURANCE ............................................................. 7
18. INDEMNITY ............................................................. 8
19. GOVERNING LAW ......................................................... 9
20. COMPLIANCE WITH LAWS .................................................. 10
21. TERMINATION ........................................................... 10
22. LIENS ................................................................. 10
23. ASSIGNMENT ............................................................ 11
24. EQUAL EMPLOYMENT OPPORTUNITY .......................................... 11
25. CALENDAR YEAR 2000 COMPLIANCE ......................................... 11
26. NONWAIVER ............................................................. 11
27. DISPUTES .............................................................. 11
28. NOTICES OR DEMANDS .................................................... 12
29. CONFIDENTIALITY ....................................................... 12
30. TIME OF ESSENCE ....................................................... 14
31. VALIDITY .............................................................. 14
32. SURVIVAL .............................................................. 14
33. NO ORAL MODIFICATIONS ................................................. 14
34. CAPTIONS .............................................................. 15
35. COUNTERPARTS .......................................................... 15
36. AUTHORITY ............................................................. 15
37. JOINT AND SEVERAL LIABILITY ........................................... 15
38. COMPLETE AGREEMENT .................................................... 15
</TABLE>
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Schedule A: Technical Services Scope of Work
Schedule B: Subcontractors List
Schedule C: Compensation
SCHEDULE D: Work Authorization
SCHEDULE E: Time Cards
SCHEDULE F: Travel Guidelines
-ii-
<PAGE>
SEMPRA ENERGY INFORMATION SOLUTIONS, LLC.
San Diego, California
TECHNICAL SERVICES AGREEMENT
This Technical Services Agreement ("Agreement") is made effective as of
January 1, 1999 between Sempra Energy Information Solutions, LLC (SEIS) and
Transnational Partners II, LLC ("Contractor").
The Parties hereby agree as follows:
1. SCOPE
Contractor shall perform, at its own proper cost and expense, in the
most substantial and skillful manner, to the satisfaction of SEIS, the following
generally described Technical Services (hereinafter, the "Services"):
Business planning and operations support services.
The Services, including the scope of work, specifications, schedule of
milestones and deliverables, and performance standards, are more fully described
in Schedule A: Technical Services Scope of Work, hereinafter, the "Scope of
Work", attached hereto and made a part hereof by this reference.
2. COMMENCEMENT AND COMPLETION OF WORK
This Agreement shall commence upon execution by the parties and shall
be in full force and effect through December 31, 1999, and may be extended for
additional one year terms upon terms to be mutually agreed upon by both parties,
unless terminated earlier in accordance with Article 21. Contractor agrees to
commence and perform the Services in accordance with the requests of SEIS
Representative. The nature of the Services is such that timely performance is
critical to the orderly progress of related work and to the operating schedule
of SEIS
3. REPRESENTATIVES
3.1. SEIS Representative: Dale Kelly-Cochrane
SEIS designates, and Contractor accepts, the individual named
above as SEIS Representative for all matters relating to Contractor's
performance of Services under this Agreement. The actions taken by the SEIS
Representative regarding such performance shall be deemed the acts of SEIS. SEIS
may, upon written notice to Contractor, pursuant to Article 28 hereof, change
the designated Representative.
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3.2. Contractor Representative: David Porreca
10299 Scripps Trail
Suite E229
San Diego, 92131
Phone: 800 568-6100 x2425
Contractor designates, and SEIS accepts, the individual named
above as Contractor Representative for all matters relating to Contractor's
performance of Services under this Agreement. The actions taken by Contractor
Representative shall be deemed the acts of Contractor.
4. RESPONSIBILITY OF CONTRACTOR
Contractor shall perform the Services in accordance with established
professional and business standards and ethics. All Services shall conform to
the Scope of Work and performance standards set forth in the Scope of Work.
Contractor shall remedy any and all deficiencies in its Services which result
from Contractor's failure to adhere to the Scope of Work.
5. MONITORING
All Services performed by Contractor shall be subject to the
monitoring and approval of SEIS at all times, but such right of monitoring or
actual approval of Services shall not relieve Contractor of responsibility for
the proper performance of the Services. Contractor shall provide to SEIS or
SEIS's designee access to Contractor's facility or facilities where the Services
are being performed and sufficient, safe and proper work conditions for such
inspection and Contractor shall furnish to SEIS such information concerning its
operations or the performance of the Services as SEIS shall reasonably request.
6. CHANGES
6.1. Either party may initiate a request for a change in this
Agreement by advising the other Party of the change in writing. As soon as
practicable after notice of such request, Contractor shall prepare and forward
to SEIS in writing the proposed changes in this Agreement.
6.2. If the parties fail to agree on an Amendment to this Agreement
("Amendment") relating to a proposed change, SEIS reserves the option to retain
others to provide the Services subject to the change order.
6.3. Contractor shall implement a change in this Agreement only after
Contractor has received a written Amendment executed by an authorized
procurement agent or officer of SEIS All changes shall be performed under the
Terms and Conditions of this Agreement. Contractor hereby expressly waives any
compensation, reimbursement of expenses and any other right to receive payment
with respect to any change NOT authorized by a written Amendment to this
Agreement.
-2-
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7. DELAYS
Contractor shall notify SEIS in writing immediately of any delay, or
anticipated delay in Contractor's performance of this Agreement due to causes or
circumstances beyond the reasonable control of Contractor, and the reason for
and anticipated length of the delay. SEIS may extend the date of performance for
a period equal to the time lost by reason of the delay if SEIS, in its sole
judgment, determines that the delay is due to causes or circumstances beyond the
reasonable control of Contractor. Contractor shall NOT be eligible under any
circumstances for additional compensation due to any such extension of time. Any
extension to the contract term or milestone schedule pursuant to this Article,
shall be documented by a written Amendment to this Agreement.
8. OWNERSHIP OF INTELLECTUAL PROPERTY AND MATERIAL
8.1. Any idea, invention, work of authorship, drawing, design,
formula, algorithm, utility, tool, pattern, compilation, program, device,
method, technique, process, improvement, development or discovery (hereinafter,
collectively, "Invention"), whether or not patentable, or copyrightable, or
entitled to legal protection as a trade secret or otherwise, that Contractor may
conceive, make, develop, create, reduce to practice, or work on in whole or in
part, in the course of performing the Services shall be owned by SEIS and shall
be delivered to SEIS upon completion of the Services. Contractor agrees that any
copyrightable Invention shall constitute a "work made for hire." Contractor
hereby assigns to SEIS, without royalty or any further consideration,
Contractor's entire right, title and interest in and to any such Inventions.
8.2. Contractor hereby grants to SEIS an irrevocable, assignable,
nonexclusive royalty-free unrestricted license to use, copy, distribute and make
derivatives of any proprietary rights, specialized knowledge, or software of
Contractor or any subcontractor that are part of any work product furnished by
Contractor to SEIS under this Agreement for SEIS's and its affiliates' use.
Prior to furnishing to SEIS any proprietary rights of Contractor or any
subcontractor, Contractor shall inform SEIS in writing of its plan to provide
such rights and shall describe such rights in sufficient detail so that SEIS can
understand that the scope of the rights claimed by Contractor.
8.3. If requested by SEIS, Contractor agrees to take all actions
necessary, at SEIS's sole cost and expense, to obtain, maintain or enforce
patents, copyrights, trade secrets and other proprietary rights in connection
with any Invention, and Contractor agrees that its obligations under this
Article shall continue beyond the termination or completion of this Agreement.
8.4. Any and all material and information prepared, accumulated or
developed by Contractor, any subcontractor or their respective employees,
including, without limitation, documents, drawings, calculations, maps, plans,
estimates, specifications, sketches, notes, reports, summaries, data models and
samples, source code, object code, object libraries, and development tools, to
the extent SEIS may determine (hereinafter, collectively, the "Material"), shall
become the property of SEIS when prepared or in process, whether or not
delivered by Contractor. Contractor shall deliver the Material, together with
any other materials furnished to
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Contractor by SEIS hereunder, to SEIS upon request, and, in any event, upon
termination or completion of this Agreement.
8.5 Contractor agrees that during the term of this Agreement and for a
period of eighteen (18) months following its expiration or termination,
Contractor will not provide any consulting services to any gas or electric
utility, any utility holding company, or any regulated or unregulated subsidiary
of a utility holding company, any power marketer or any other company that
provided energy information or energy purchasing related products or services in
the United States, unless that entity is a wholly or partially owned direct or
indirect subsidiary (i.e. at least 10% voting and beneficial membership) of
Sempra Energy.
8.6 Prior to working on any customized software, Contractor shall
identify in writing to SEIS any third party development tools, (whether or not
commercially available), compilers, libraries or other source code to be
embedded in, used in the development of and/or necessary for the maintenance of
any customized software written by Contractor or any subcontractor in accordance
with Schedule A. In addition, prior to working on the project, Contractor shall
inform SEIS of the cost of procuring a perpetual royalty-free license to use,
modify, translate and create derivatives of the third party source code as part
of the SEIS software, the cost of obtaining a run-time executable license to the
third party software and the cost of development tools (whether or not
commercially available). If SEIS approves the project in accordance with
SCHEDULE A, then Contractor shall be responsible for initiating and assisting
SEIS in the procurement, in the name of SEIS, of any third party license
required to enable SEIS to maintain, enhance and create derivatives of its
customer software, and, in the case of any business line software, to enable
SEIS or its affiliates to sublicense SEIS's software (with the embedded third
party code) on a shrink wrap basis.
9. REPORTS
Contractor shall provide periodic status reports as requested by SEIS
Representative. Reports shall make periodic comparisons of the Services rendered
to date against the Scope of Work, including any milestones and costs. Such
reports shall include an explanation of any significant variations, an
identification of any potential or known developments which may impact SEIS, and
any corrective actions implemented.
10. SUBCONTRACTORS
Contractor shall at all times be responsible for the acts and
omissions of subcontractors and individuals directly or indirectly employed by
them. Contractor shall be responsible for performance of all the Services,
whether performed by Contractor or its subcontractors. This Agreement shall NOT
give rise to any contractual relationship between SEIS and a subcontractor of
Contractor. SEIS shall NOT undertake any obligation to pay or to be responsible
for the payment of any sums to any subcontractor. Contractor acknowledges that
the vendors supplying hardware, software, software development services and
integration services to SEIS shall not be subcontractors of Contractor. The only
subcontractors of Contractor shall be consultants retained by Contractor with
prior approval of SEIS to provide technical and consulting services to SEIS
under this Agreement.
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11. COMPENSATION
Contractor hereby agrees to accept as full compensation for
satisfactory performance of the Services as described in Article 1 and Schedule
A. The compensation that is outlined in Schedule C: Compensation. Payments shall
be made at the times and in the manner specified in Article 12.
12. PAYMENT
12.1. Contractor shall invoice SEIS in accordance with the hourly
rates set forth in SCHEDULE C -COMPENSATION. Invoices shall be submitted
monthly, with the beginning of the pay period being a Monday and the end of the
pay period being on a Friday. Invoices shall include at a minimum the Contract
Number, Work Authorization Number, Contractor's employee name, hours worked per
pay period, hourly rate and extended amount for each of Contractor's employees,
and the total amount due for the pay period. Contractor shall have complete
support documentation of all charges incurred, including weekly time sheets as
described in SCHEDULE E - WEEKLY TIME CARD, any data required to calculate fees
or variable rate charges, plus receipts for reimbursable expenses in amount
equal to or greater than $25.00 per item and a breakdown by category.
12.2. SEIS may withhold payment of the whole or part of any amount due
or claimed to be due by Contractor to such extent as may be necessary to protect
SEIS from loss on account of any of the following:
12.2.1. Defective Services NOT remedied.
12.2.2. Third party claims filed or reasonable evidence
indicating probable filing of such claims.
12.2.3. Failure of Contractor to make payment promptly to its
employees, suppliers or subcontractors.
12.2.4. Damage caused by Contractor to others and/or SEIS; or
12.2.5. A good faith dispute as to the achievement of a milestone
or the calculation of the amount invoiced.
12.3. Contractor shall submit invoices in duplicate in a format
approved by SEIS and as set forth in this Article to:
Originals to: Sempra Energy
Attention: Affiliate Accounting-Mike Shaffer
P.0. Box 129007
San Diego, CA 92112-9007
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Copy to: Sempra Energy
101 Ash St., HQ-02
San Diego CA, 92101
Attention: Clyde Parks
12.4. SEIS shall make payment within thirty (30) days after receipt
and approval of invoice.
13. AUDIT
13.1. SEIS reserves the right to designate its own employee
representative(s) or its contracted representative with a certified public
accounting firm, who shall have the right to audit and to examine any cost,
payment, settlement or supporting documentation resulting from any Services
performed on this Agreement. Any such audit(s) shall be undertaken by SEIS or
its contracted representative at reasonable times and in conformance with
generally accepted auditing standards. Contractor agrees to fully cooperate with
any such audit(s).
13.2. Contractor shall include a similar clause in its agreements with
its subcontractors reserving the right to designate Contractor's own employee
representative(s), its contracted representative from a certified public
accounting firm, and representative(s) from SEIS, who shall have the right to
audit and to examine any cost, payment, settlement or other supporting
documentation resulting from any item set forth in its agreements.
13.3. Contractor shall be notified in writing of any exception taken
as a result of an audit of Contractor or a subcontractor. Contractor shall
refund the amount of any exception to SEIS within ten (10) days. If Contractor
fails to make such payment, Contractor agrees to pay interest, accruing monthly,
at a rate of 10% per annum. Interest will be computed from the date of written
notification of exception(s) to the date Contractor reimburses SEIS for any
exception(s). In the event an audit verifies overcharges of five percent (5%) or
more, then Contractor shall reimburse SEIS for the cost of the audit.
13.4. This right to audit shall extend for a period of two (2) years
following the date of final payment under this Agreement. Contractor and each
subcontractor shall retain all necessary records/documentation for the entire
length of this audit period.
14. TAXES
14.1. Contractor assumes exclusive liability for and shall pay before
delinquency, all federal, state or local sales, use, excise and other taxes,
charges or contributions imposed on, or with respect to, or measured by the
equipment, materials, supplies or labor furnished hereunder or the wages,
salaries or other renumerations paid to individuals employed in connection with
the performance of the Services. Provided that the conditions of indemnification
as set forth in Article 18 are satisfied, Contractor shall hold harmless,
indemnify and defend SEIS, together with any and all its officers, directors,
agents and employees from any liability, penalty, interest and expense by reason
of Contractor's failure to pay such taxes, charges or contributions. Contractor
and SEIS shall cooperate with each other to minimize the tax liability of both
parties to the extent legally permissible, including separately stating taxable
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charges on Contractor's invoices and supplying resale and exemption
certificates, if applicable, and other information as reasonably requested.
14.2. Without limiting the generality of the foregoing, Contractor
agrees to treat all individuals performing services under the Agreement as
employees of the Contractor for purposes of Federal and State employment taxes.
No exceptions are permitted under this section without a written Amendment to
this Agreement prior to an individual performing any Services under this
Agreement.
14.3. Without limiting any of the provisions of Article 14, Contractor
agrees that, at any time during the performance of this Agreement, SEIS shall
have the right to audit Contractor's compliance with the requirement stated in
Article 14.2 that Contractor treat all individuals performing Services under
this Agreement as employees of Contractor for Federal and State employment tax
purposes. Such audit shall occur at reasonable times with Contractor's full
cooperation.
15. INDEPENDENT CONTRACTOR
15.1. It is agreed that Contractor shall perform the Services under
this Agreement as an independent contractor and no principal-agent or
employer-employee relationship or joint venture or partnership shall be created
with SEIS
15.2. Contractor represents to SEIS that it and its subcontractors are
properly licensed, insured, fully experienced and properly qualified to perform
the class and type of the Services as specified in this Agreement, in addition
to being properly equipped, organized, staffed and financed to handle such
Services.
15.3. Contractor shall perform the Services in an orderly and
workmanlike manner, enforce strict discipline and order among its personnel, and
shall NOT employ on the Services any personnel unskilled in the work assigned.
15.4. Contractor shall use prudent business practices in its
relationships with suppliers and subcontractors.
15.5. Contractor shall NOT engage in any advertising, publicity or
other promotional activities which in any way directly or indirectly refers to
this Agreement, unless approved in writing by SEIS.
16. WARRANTY
Contractor expressly warrants that, from the date of the Agreement and
for twelve (12) months after which the last Services are performed under this
Agreement by Contractor, all the Services performed hereunder shall be in
compliance with the performance standards and specifications set forth in the
Scope of Work and the terms of this Agreement. Any Services furnished hereunder
failing to meet such standards shall be repeated or corrected, at no charge to
SEIS Additionally, Contractor shall reimburse SEIS for any and all damages and
repair costs resulting from, or due to, any deficiencies in the Services
provided by Contractor.
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Any software deliverable will include the warranty set forth in and other wise
be subject to the terms and conditions identical to those set forth in Schedule
A Section 8 of the Technical Searches Agreement between Contractor and Enova
Corporation dated, January 1, 1997.
17. INSURANCE
Insurance requirements set forth below do not in any way limit the
amount or scope of liability of Contractor under this agreement. The amounts
listed indicate only the minimum amounts of insurance coverage SEIS is willing
to accept to help insure full performance of all terms and conditions of this
agreement. All insurance required of Contractor under this agreement shall meet
the following minimum requirements: and shall be on a occurrence basis not be on
a claims made basis.
17.1. CERTIFICATES, NOTICE OF CANCELLATION. On or before the effective
date of this agreement, and thereafter during its term, Contractor shall provide
SEIS with current certificates of insurance, executed by a duly authorized
representative of each insurer, as evidence of all insurance policies required
under this Article 17. No insurance policy may be canceled, materially revised,
or non-renewed without at least thirty (30) days prior written notice being
given to SEIS Insurance must be maintained without lapse in coverage during the
term of this agreement. SEIS shall also be given certified copies of
Contractor's policies of insurance, upon request.
17.2. ADDITIONAL INSURED. SEIS shall be named as an additional insured
in each general liability policy. Such general liability insurance shall provide
a severability of interest or cross-liability clause.
17.3. PRIMARY COVERAGE. The required policies, and any of Contractor's
policies providing coverage excess of the required policies, shall provide that
the coverage is primary for all purposes and Contractor will not seek any
contribution from any insurance or self-insurance maintained by SEIS
17.4. COMPANY RATINGS. All required policies of insurance must be
written by companies having an A. M. Best rating of "A-" or better, or
equivalent.
17.5. DEDUCTIBLE: RETENTIONS. Contractor shall be solely responsible
for any deductible or self-insured retention on insurance required hereunder.
17.6. REQUIRED INSURANCE. At all times during this agreement,
Contractor shall provide and maintain, at its own expense, the following types
of insurance:
17.6.1. GENERAL LIABILITY INSURANCE. Contractor shall maintain
an occurrence form commercial general liability policy, or policies, including
coverage for sudden and accidental pollution liability on land and on water,
insuring against liability arising from bodily injury, property damage, personal
and advertising injury, independent contractors liability, products and
completed operations and contractual liability. Such coverage shall be in an
amount of not less than $1,000,000 combined single limit per occurrence.
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17.6.2. AUTOMOBILE LIABILITY INSURANCE. In the event that
automobiles are used in connection with Contractor's performance of this
agreement, Contractor shall maintain an automobile liability policy or policies
insuring against liability for damages because of bodily injury, death, or
damage to property, (including loss of use thereof), and occurring in any way
related to the use, loading or unloading of any of Contractor's automobiles
(including owned, hired and non-owned vehicles). Coverage shall be in an amount
of not less than $1,000,000 each accident.
17.6.3. WORKERS' COMPENSATION INSURANCE. In accordance with the
laws of the State or States in which the work will be performed, Contractor
shall maintain in force workers' compensation insurance for all of its
employees. If applicable, Contractor shall obtain U.S. Longshoremen's and Harbor
Workers compensation insurance, separately, or as an endorsement to workers'
compensation insurance. Contractor shall also maintain employer's liability
coverage in an amount of not less than $1,000,000 per accident and per employee
for disease. In lieu of such insurance, Contractor may maintain a self-insurance
program meeting the requirements of the State or States in which the work will
be performed along with the required employees liability insurance.
17.6.4 PROFESSIONAL LIABILITY INSURANCE Intentionally omitted.
17.7. WAIVER OF SUBROGATION. Each policy of property, general
liability and automobile (including automobile physical damage) insurance
maintained by Contractor shall contain a waiver of subrogation in favor of SEIS.
18. INDEMNITY
18.1. As between SEIS and Contractor, Contractor shall be solely
liable for and Contractor shall indemnify, defend and hold SEIS, and its present
and future direct or indirect parent company(ies), subsidiaries, affiliates,
divisions and their respective directors, officers, shareholders, employees,
agents, representatives, successors and assigns harmless from and against any
and all claims, actions, suits, proceedings, losses, liabilities, penalties,
damages, costs or expenses (including attorneys' fees and disbursements) of any
kind whatsoever resulting from (1) injuries to or death of any and all
individuals, including, without limitation, members of the general public, or
any employee, agent, independent contractor or consultant or affiliate of either
SEIS or Contractor, arising out of or connected in any manner with the
performance of Services, whether or not the conduct of Contractor or any
subcontractor was tortious and whether or not SEIS's tortious conduct
contributed to the injuries or death, (2) damage to, loss, and/or destruction of
property, including, without limitation, to, property of SEIS or Contractor
arising out of or connected in any manner with the performance of Services,
whether or not the conduct of Contractor or any subcontractor was tortious and
whether or not SEIS's tortious conduct contributed to the property damages, (3)
third party claims of any kind, whether based upon negligence, strict liability
or otherwise, arising out of or in connected in any manner to Contractor's or
any of its subcontractor's acts or omissions in breach of this Agreement, or (4)
Contractor's failure to comply with Article 20 hereunder. The indemnification
obligation shall not apply to the extent that injuries, death, loss, damage or
destruction is caused by the willful misconduct of SEIS, its agents or
employees, or SEIS's sole negligence.
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18.2. Contractor shall indemnify, defend and hold SEIS, and its
present and future direct or indirect parent company(ies), subsidiaries, and
affiliates and their directors, officers, shareholders, employees, agents and
representatives harmless from and against any and all claims, actions, suits,
proceedings, losses, liabilities, penalties, damages, costs or expenses
(including attorneys' fees and disbursements) of any kind whatsoever arising
from (1) actual or alleged infringement or misappropriation by Contractor or any
subcontractor of any patent, copyright, trade secret, trademark, service mark,
trade name, or other intellectual property right in connection with the
Services, including without limitation, any deliverable, (2) Contractor's
violation of any third party license to use intellectual property in connection
with the Services, including, without limitation, any deliverable.
18.3. If any claim is brought against SEIS, then Contractor shall be
entitled to participate in, and, unless in the opinion of counsel for SEIS a
conflict of interest between SEIS and Contractor may exist with respect to such
claim, assume the defense of such claim, with counsel reasonably acceptable to
SEIS If Contractor does not assume the defense of SEIS, or if a conflict
precludes Contractor from assuming the defense, then Contractor shall reimburse
SEIS on a monthly basis for SEIS's defense through separate counsel of SEIS's
choice. Even if Contractor assumes the defense of SEIS with acceptable counsel,
SEIS, at its sole option, may participate in the defense, at its own expense,
with counsel of its own choice without relieving Contractor of any of its
obligations hereunder.
18.4. Contractor's obligation to indemnify indemnities under this
Article shall not be limited in any way by any limitation on the amount or type
of damages, compensation or benefits payable by or for Contractor under any
Worker's Compensation Acts, Disability Benefit Acts or other Employee Benefit
Acts.
19. GOVERNING LAW
The formation, interpretation and performance of this Agreement
shall be governed by the internal laws of the State of California.
20. COMPLIANCE WITH LAWS
Contractor hereby represents that it and its subcontractors are and at
all times shall be familiar with, and at all times during performance of the
Services shall comply with and observe, all applicable federal, state and local
laws, ordinances, rules, regulations, executive orders, all applicable safety
orders and all orders or decrees of administrative agencies, courts or other
legally constituted authorities having jurisdiction or authority over
Contractor, SEIS or the Services.
21. TERMINATION
21.1. Contractor agrees that if (1) Contractor abandons the Services,
or (2) Contractor shall become bankrupt or insolvent, or shall assign this
Agreement, or sublet any part thereof, without the written authorization of
SEIS, or (3) Contractor, in the sole opinion of SEIS Representative, violates
any of the provisions of this Agreement, or executes this Agreement in bad
faith, or (4) Contractor, in the sole opinion of the SEIS Representative is not
performing the
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Services in accordance with the terms of this Agreement, SEIS may notify
Contractor, pursuant to Article 28, to discontinue all or any part of the
Services and Contractor shall thereupon discontinue the Services or such parts
thereof. SEIS shall thereupon have the right to continue and complete the
Services or any part thereof, by contract or otherwise, and Contractor shall be
liable to SEIS for any and all loss, damage, penalties and excess cost incurred
by SEIS in completing the Services caused by Contractor's failure to execute the
requirements of this Agreement. The remedies herein shall be inclusive and
additional to any other remedies in law or equity, and no action by SEIS shall
constitute a waiver of any such right or remedy.
21.2. It is also expressly agreed that SEIS shall have the right to
terminate this Agreement, or any part thereof, at any time for its sole
convenience upon 30 days' written notice, pursuant to Article 28, to Contractor
and payment of termination charges as set forth in Schedule C, if applicable.
Contractor shall fully justify and document to SEIS any termination charges so
claimed. In no event shall Contractor be entitled to payment for any Services
which has NOT been authorized by SEIS, or is NOT yet performed, or any
anticipated profits for any Services that have not been authorized or
performed.
21.3. Payment of termination charges shall occur within thirty (30)
days of receipt of Contractor's written submittal of charges and justification
to SEIS's satisfaction. SEIS shall have the right to review and verify by
independent audit, any termination charges claimed by Contractor prior to
payment.
22. LIENS
Without limiting the generality of Article 18, Contractor shall
indemnify, defend, and hold SEIS, and its present and future direct or indirect
parent company(ies), subsidiaries, affiliates and their directors, officers,
shareholders, employees, agents and representatives harmless from and against
any mechanics lien or stop notice claim against SEIS by Contractor,
subcontractors, employees or agents pertaining to the Services specified in this
Agreement.
23. ASSIGNMENT
Contractor shall give personal attention to the execution of the
Services herein provided for, and shall NOT assign this Agreement, nor employ
any subcontractor for the execution of the same or any part thereof, without
prior written authorization of SEIS No such written authorization, however,
shall be construed as discharging or releasing Contractor in any way from the
performance of the Services or the fulfillment of any obligation specified in
this Agreement. Contractor shall remain jointly and severally liable with any
assignee of its rights or obligations.
24. EQUAL EMPLOYMENT OPPORTUNITY
If this Agreement is subject to Executive Order 11246 of September 24,
1965, Section 503 of the Rehabilitation Act of 1973, or the Vietnam Era
Veterans' Readjustment Act of 1974, Contractor agrees to comply with the equal
employment opportunity clauses set out at 41 CFR 60-1.4 and the requirements for
affirmative action for veterans and disabled persons set
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out at 41 CFR 60-250.4 and 60-741.4, respectively, which clauses are
incorporated herein by reference with the same force and effect as if stated in
full text.
25. CALENDAR YEAR 2000 COMPLIANCE
Contractor represents, warrants and reports that the systems utilized
by Contractor in the performance of Services for SEIS shall exhibit calendar
Year 2000 Compliance. Year 2000 compliance shall mean the capability to (1)
manage and manipulate data involving all dates subsequent to, prior to and
including the calendar year 2000, including single-century and multi-century
formulas, and will not cause an abnormally ending (ABEND) scenario within the
application, or result in incorrect values generated involving such dates; (2)
ensure that all date-related functions, including generated code, will include
the indication of century; and (3) convert between date representations (such as
YYMMDD, Julian and Gregorian). Failure of Contractor to be Year 2000 compliant
shall NOT in any way excuse Contractor from the duty to perform its obligations
hereunder.
26. NONWAIVER
The failure of SEIS to insist upon or enforce, in any instance, strict
performance by Contractor of any of the terms of this Agreement or to exercise
any rights herein conferred shall NOT be construed as a waiver or relinquishment
to any extent of its right to assert, or rely upon any such terms or rights on
any future occasion. No waiver shall be valid unless stated in writing as set
forth in Article 28.
27. DISPUTES
27.1. Any dispute that cannot be resolved between Contractor
Representative and SEIS Representative shall be referred to Sempra Energy
Director Procurement and an officer of Contractor for resolution. If SEIS and
Contractor cannot reach an agreement within a reasonable period of time, SEIS
and Contractor shall have the right to pursue litigation as provided for herein.
27.2. In the event of any litigation to enforce or interpret any terms
of this Agreement, the parties agree that such action will be brought in the
Superior Court of the County of San Diego, California (or, if the federal courts
have exclusive jurisdiction over the subject matter of the dispute, in the U.S.
District Court for the Southern District of California), and the parties hereby
submit to the exclusive jurisdiction of said court.
27.3. In any action in litigation to enforce or interpret any of the
terms of this Agreement, the prevailing party shall be entitled to recover from
the unsuccessful party all costs, expenses, (including expert testimony) and
reasonable attorneys fees incurred therein by the prevailing party.
27.4. In no event shall the litigation of any controversy or the
settlement thereof delay the performance of this Agreement.
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28. NOTICES OR DEMANDS
Any notice, request, demand or other communication required or
permitted under this Agreement, shall be deemed to be properly given by the
sender and received by the addressee if made in writing and (1) if personally
delivered; (2) three days after deposit in the mails if mailed by certified or
registered air mail, post prepaid, with a return receipt requested; or (3) if
sent by facsimile with confirmation sent as provided in (2) above. All
correspondence shall reference the contract number shown on the cover page of
this document. Mailed notices and facsimile notices shall be addressed as
follows to:
Sempra Energy Information Solutions, LLC:
101 Ash Street (HQ-17)
San Diego, CA 92101
Attention: Dale Kelly-Cochrane
Contract No C 9812 29081
Contractor: Transnational Partners II, LLC
10299 Scripps Trail
Suite E229
San Diego, 92131
Phone: 800 568-6100 x 2425
Facsimile No: 619 271-5878
Attention: David Porreca, President
29. CONFIDENTIALITY
29.1. Definitions. For purposes of this Agreement, the term
"Confidential Information" means proprietary information concerning the
business, operations and assets of SEIS, its present and future direct or
indirect parent company(ies), affiliates and/or subsidiaries, including, without
limitation, information or materials prepared in connection with this agreement
or any related subsequent agreement, designs, drawings, specifications,
techniques, models, data, documentation, source code, object code, diagrams,
flow charts, research, development, processes, procedures, know-how,
manufacturing, development or marketing techniques and materials, development or
marketing timetables, strategies and development plans, customer, supplier or
personnel names and other information related to customers, suppliers or
personnel, pricing policies and financial information, and other information of
a similar nature, whether or not reduced to writing or other tangible form, and
any other trade secrets. Confidential Information shall not include (1)
information known to Contractor or a Representative prior to obtaining the same
from SEIS; (2) information in the public domain at the time of disclosure by
Contractor; (3) information obtained by Contractor or a Representative from a
third party who did not receive same, directly or indirectly, from SEIS; or (4)
information approved for release by written authorization of an authorized
officer of SEIS For purposes of this Agreement, Representatives means
collectively each of Contractor's directors, officers, employees, agents,
advisors or affiliates.
29.2. LIMITED USE; NONDISCLOSURE. Contractor hereby agrees that it
shall use the Confidential Information solely for the purpose of providing
support for SEIS and its affiliates and not in any way detrimental to SEIS, its
present and future direct or indirect parent
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company(ies), affiliates and/or subsidiaries. Neither Contractor nor its
Representatives shall use the Confidential Information for their own benefit.
Contractor agrees to use the higher of the same degree of care it uses with
respect to its own proprietary or confidential information or a reasonable
standard of care to prevent unauthorized use or disclosure of the Confidential
Information. Except as otherwise provided herein, Contractor and its
Representatives shall keep confidential and not disclose the Confidential
Information. Contractor shall cause each of its Representatives to become
familiar with, and abide by, the terms of this Agreement.
29.3. COURT OR ADMINISTRATIVE ORDER. Notwithstanding the provisions of
Article 29 above, Contractor and its Representatives may disclose any of the
Confidential Information in the event, but only to the extent, that, based upon
advice of counsel, it is required to do so by the disclosure requirements of any
law, rule, or regulation or any order, decree, subpoena or ruling or other
similar process of any court, governmental agency or governmental or regulatory
authority. Prior to making or permitting any of its Representatives to make such
disclosure, Contractor shall provide SEIS with prompt written notice of any such
requirement so that SEIS (with Contractor's assistance) may seek a protective
order or other appropriate remedy.
29.4. PUBLICITY. SEIS hereby grants Contractor the right to make known
to other potential clients the general nature of the work provided to SEIS, and
the name of the SEIS Representative. However, Contractor and its Representatives
shall not, without the prior written consent of SEIS, disclose to any person (1)
the fact that the Confidential Information has been made available to Contractor
or its Representatives or (2) any information regarding the ongoing discussions
and negotiations between the parties, including the fact that such discussions
and negotiations are occurring; PROVIDED, however, that Contractor and its
Representatives may disclose the information described in clauses (1) and (2)
above if such disclosure is required under any of the circumstances described in
Article 0 above, in which case the procedures specified therein with respect to
such disclosure shall apply.
29.5. DOCUMENT RETENTION. At any time upon the request of SEIS,
Contractor shall promptly deliver to SEIS or destroy (with such destruction to
be certified to SEIS) all documents (and all copies thereof, however stored)
furnished to or prepared by Contractor and its Representatives that contain
Confidential Information and all other documents in Contractor's possession that
contain or that are based on or derived from Confidential Information.
29.6. SURVIVAL. Notwithstanding the return or destruction of all or
any part of the Confidential Information, the confidentiality provisions set
forth in this agreement shall nevertheless remain in full force and effect with
respect to specific Confidential Information until the date that is two years
after the date of disclosure of such Confidential Information.
29.7. REMEDIES. The parties acknowledge that the Confidential
Information is valuable and unique, and that damages would be an inadequate
remedy for breach of this Agreement and the obligations of Contractor and the
Representatives are specifically enforceable. Accordingly, the parties agree
that in the event of a breach or threatened breach of this Agreement by
Contractor, SEIS, its present and future direct or indirect parent company(ies),
affiliates and/or subsidiaries, who shall be third party beneficiaries of this
Agreement, shall be entitled to seek an injunction preventing such breach,
without the necessity of proving damages or posting any bond. Any such relief
shall be in addition to, and not in lieu
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of, money damages or any other legal or equitable remedy available to SEIS, its
present and future direct or indirect parent company(ies), affiliates and/or
subsidiaries
.
30. TIME OF ESSENCE
Time is expressly agreed to be of the essence of this Agreement and
each, every and all of the terms, conditions and provisions herein.
31. VALIDITY
The invalidity, in whole or in part, of any provisions hereof shall
NOT affect the validity of any other provisions hereof.
32. SURVIVAL
The obligations imposed on Contractor and Contractor's employees by
and pursuant to Articles 9, 13, 14, 16, 18, 22 and 27 survive termination of
this Agreement.
33. NO ORAL MODIFICATIONS
No modification of any provisions of this Agreement shall be valid
unless in writing and signed by authorized representatives of the party against
whom such modification is sought to be enforced.
34. CAPTIONS
The captions in this Agreement are for convenience and reference only
and the words contained therein shall in no way be held to explain, modify,
amplify or aid in the interpretation, construction or meaning of the provisions
of this Agreement.
35. COUNTERPARTS
This Agreement may be executed in counterparts which, taken together,
shall constitute a single instrument.
36. AUTHORITY
Each individual executing this Agreement on behalf of SEIS and
Contractor represents and warrants that he or she is duly authorized to execute
and deliver this Agreement on behalf of said party and that this Agreement is
binding upon said party in accordance with its terms.
37. THIRD PARTY BENEFICIARIES
There shall be no third party beneficiaries of this Agreement, except
that at the sole election and in the sole discretion of SEIS, except that Sempra
Energy shall be a third party beneficiary hereunder, entitled to exercise any
remedy available to SEIS.
38. COMPLETE AGREEMENT
This Agreement constitutes the complete and entire Agreement between
the parties and supersedes any previous communications, representations or
agreements, whether oral or written, with respect to the subject matter hereof.
There are no additions to, or deletions from, or changes in, any of the
provisions hereof, and no understandings, representations or agreements
concerning any of the same, which are NOT expressed herein, unless stated below.
THE PARTIES HEREBY AGREE THAT NO TRADE USAGE, PRIOR COURSE OF DEALING
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OR COURSE OF PERFORMANCE UNDER THIS AGREEMENT SHALL BE A PART OF THIS AGREEMENT
OR SHALL BE USED IN THE INTERPRETATION OR CONSTRUCTION OF THIS AGREEMENT. The
following Schedules are attached hereto and incorporated herein by this
reference:
SCHEDULE A - TECHNICAL SERVICES SCOPE OF WORK
SCHEDULE 8 - SUBCONTRACTORS LIST
SCHEDULE C - COMPENSATION
SCHEDULE D - WORK AUTHORIZATION
SCHEDULE E - WEEKLY TIME CARD
SCHEDULE F - TRAVEL GUIDELINES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Transnational Partners II, LLC Sempra Energy Information Solutions, LLC
By: /s/ David P. Porreca By: /s/ Dale R Kelly-Cochrane
-------------------------------- -------------------------------------
Name: David P. Porreca Name: Dale R Kelly-Cochrane
------------------------------ -----------------------------------
Title: Managing Partner Title: President
----------------------------- ----------------------------------
Date: 1/11/99 Date: 1/11/99
------------------------------ -----------------------------------
-16-
<PAGE>
Sempra Energy Information Solutions, Inc.
SCHEDULE A
TECHNICAL SERVICES SCOPE OF WORK
1 EXECUTIVE MANAGEMENT SUPPORT
1.1 GENERAL. The contractor shall assist SEIS Executive Management in
launching a new IT-Centered Business. In particular, this task is
intended to provide SEIS leadership with un-biased, executive-level
support to assist the company during its bootstrap phase. This task
reflects an extension of the contractor's current work in developing
the original SEIS business model with the emphasis now switching from
planning to support.
1.2 REQUIREMENTS
a) The contractor shall work with SEIS to establish the company's long
range products and services vision. The contractor's project director
will work as part of the SEIS executive team to develop and form the
company's product plans and strategic vision. The contractor will also
provide facilitation services and analysis services to support the
development of detailed product requirements and marketing plans.
b) The contractor will assist SEIS in formulating new IT-based business
strategies. In particular, the contractor will assist SEIS management
in developing new channels of distribution for its Service Bureau and
integration consulting services.
c) The contractor will assist SEIS in the development of new strategic
partnerships related to the delivery of its products and services. The
contractor's focus in this activity is to assist the company in the
selection of partners and in follow-up negotiations relating to
marketing alliances, partnering programs, and joint development
projects with external organizations.
d) The contractor shall work with SEIS to incubate its internal sales and
marketing staff. Specific contractor activities may include
establishing qualifications for positions, developing compensation
plans (including commission structures), interviewing candidates, and
developing programs. The contractor will provide additional assistance
to assist in the creation of standard customer contract templates,
sales support procedures, and sales forecast models.
2 SEIS MARKETING AND PRODUCT PLAN DEVELOPMENT SUPPORT
2.1 GENERAL. The contractor will assist SEIS in the creation of formal
product plans and specifications for the company's initial product
suite. The contractor will ensure that the plans are in conformance
with commercial product standards including detailed
A-1
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requirements and technical specifications, implementation time lines,
product delivery methods, and marketing plans. The contractor's focus
is to ensure SEIS has a detailed product road map for achieving its
business objectives. It is expected that the plans created in this
task will result in the development of a product management template
that SEIS can maintain internally as its business grows.
2.2 REQUIREMENTS
a) The contractor shall assist SEIS in translating its top-level
strategic vision into product requirement specifications. This
activity is necessary to ensure that all product plans are directly
traceable to SEIS business demands. Factors to be considered in this
activity are target lines of business, product delivery
channels/mechanisms, competitive analysis, and required supporting
infrastructure. The translation of these strategic executive business
objectives will be used as the foundation for creating formal Sempra
Energy Information Solutions product plans.
b) The contractor will perform competitive analyses with respect to
existing and candidate SEIS markets. This information will be used to
identify market opportunities and correctly position SEIS products and
services. Elements of these analyses include required product
functionality, pricing, and delivery models. In addition, the
contractor will canvas industry to identify those partners that can
augment Sempra Energy Information Solutions' market position.
c) The contractor will assist SEIS in creating formal plans needed by
Sempra Energy Information Solutions to meet its business objectives.
Elements of these plans will include specific marketing and sales
programs, development plans, and support concepts. The contractor will
work in close coordination with Sempra Energy Information Solutions'
executive management to ensure that they adequately reflect the
company's strategic direction and reflect lessons learned from the
actual delivery of products to customers.
3 CUSTOMER PRE-SALES PROJECT SUPPORT
3.1 GENERAL. It is expected that the contractor will be called upon by
Sempra Energy Information Solutions to participate in sales of the
company's products and services. The purpose of this task is to
provide Sempra Energy Information Solutions with a mechanism for
rapidly augmenting its internal direct sales and marketing support
staff with minimal contractual burden and long-term employment
commitment. In addition, the contractor's participation in sales
efforts provides an extra feedback mechanism for incorporating new
customer requirements back into SEIS product plans.
3.2 REQUIREMENTS
a) The contractor shall provide Business Pre-Sales support. The
contractor's focus in this activity is to provide SEIS with business
analysis expertise that can be used by SEIS' sales staff in developing
specific solutions for customers. Functions to be performed by the
contractor may include:
- Analysis of customer requirements
- Correlate customer requirements with SEIS product solutions
A-2
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- Development of customer proposals (to include pricing)
- Feedback of business requirements to SEIS product management
staff
b) The contractor shall also provide technical pre-sales support to
complement its business pre-sales support activity. The contractor's
roles will be to provide technical expertise needed to show how the
company's products and services can be accessed and integrated by
customers. In addition, the contractor's technical pre-sales staff
will assist SEIS in developing implementation plans and detailed work
proposals for bringing new SEIS customers on-line. Finally, the
contractor will use these sales efforts to support the identification
of gaps and near-term solutions and work arounds in SEIS product
offerings based on interactions with customers. Finally, the
contractor will document these product gaps for delivery to SEIS
product management staff.
4 PROJECT MANAGEMENT AND ADMINISTRATION
4.1 GENERAL. The contractor shall provide on-site management on all TNP
project activities to ensure that all of its activities supporting
SEIS meet professional standards and timeliness.
4.2 REQUIREMENTS
a) Development and maintenance of project plans
b) Development of monthly progress reports
c) Coordination of all TNP activities within SEIS
d) Support for any SEIS or Sempra Energy contract audits
Authorization of work shall be determined jointly by the contractor and SEIS in
each of the above described task areas.
A-3
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Sempra Energy Information Solutions, Inc.
SCHEDULE B
SUBCONTRACTORS LIST
The contractor shall identify, in writing to SEIS Representative, any and all
subcontractors and their key employees as they are added to specific SEIS
support tasks as defined in Schedule A.
B-1
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Sempra Energy Information Solutions, LLC
SCHEDULE C
COMPENSATION
Further definition of Article 11 is as follows:
Contractor shall provide SEIS with business planning and operations support
services on a Time and Expense basis that shall not exceed [...***...].
Billing will be on a time and materials basis up to the maximum identified in
each Work Authorizations. Current hourly rates for selected personnel are shown
herein. Levels and hourly rates for other personnel assigned to a project will
be identified in Schedule D - Work Authorization.
Table C-1 defines standard billing rates for all standard TNP labor categories.
The rates presented below reflect those charged by TNP to its best customers and
are identical to the negotiated rates currently in place between Sempra Energy
and TNP.
<TABLE>
<CAPTION>
----------------------------------------------------
Category Hourly Rate
----------------------------------------------------
<S> <C>
[...***...]
</TABLE>
Table C-1. BILLING RATES.
Table C-2 documents total project cost and associated level of effort required
to meet the proposed statement of work over the contract's one year duration.
*CONFIDENTIAL TREATMENT REQUESTED
C-1
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
Labor Hourly Total Total Cost
Category Rate Hours
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
[...***...]
</TABLE>
Table C-2. Total Project LaborHours and Cost
Because of the nature of the contract, termination for other than cause will
result in a substantial "wind down" provision. In the event Sempra Energy
Information Solutions desires to terminate the contract they shall provide TNP
with 60 days written notice. Upon termination, a fee equal to the amount listed
below will be due. Table 3 establishes termination costs.
<TABLE>
<CAPTION>
-------------------------------------------------------
Contract Quarter in which Termination Fee
Termination Occurs
-------------------------------------------------------
<S> <C>
[...***...]
</TABLE>
Table C-3. Termination Costs.
*CONFIDENTIAL TREATMENT REQUESTED
C-2
<PAGE>
SEMPRA ENERGY INFORMATION SOLUTIONS, LLC
SCHEDULE D
WORK AUTHORIZATION
WORK AUTHORIZATION #______
This signed document represents authorization for Transnational Partners II LLC
to commence consulting services against Agreement No. C 9812 29081 dated
December 30, 1998 between Transnational Partners II LLC and SEIS.
Cost Center ___________________ Acct: No._______________________
SCOPE/TASK DESCRIPTION:
SEIS REPRESENTATIVE
Name__________________________ Phone No._______________________
TRANSNATIONAL PARTNERS II LLC STAFF MEMBER:
Name Classification Rate Phone No.
1.
2.
3.
PERFORMANCE PERIOD
START DATE: END DATE:
TRAVEL AND EXPENSES:
All expenses are to be reimbursed in accordance with Schedule F - Travel
Guidelines.
Estimated Expenditures
The estimated expenditures for this Work Authorization is $________________.
D-1
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Agreed and Accepted:
For: Sempra Energy Information For: Transnational Partners II LLC
Solutions, LLC
Signature: Signature:
------------------------- -------------------------------
Name: Name: David Porecca
------------------------------
Title: President, Transnational Partners II, LLC
-----------------------------
Date: Date:
------------------------------ ------------------------------------
D-2
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SEMPRA ENERGY INFORMATION SOLUTIONS, LLC
SCHEDULE E
WEEKLY TIME CARD
for Time & Material Service Providers
(see Attachment E-2)
E-1
<PAGE>
for Time & Material Service Providers
<TABLE>
<S> <C> <C>
PERIOD COMPANY NAME SEIS
--------------------------------------------------------------------------------
FROM: COMPANY REPRESENTATIVE Clyde Parks
--------------------------------------------------------------------------------
10-OCT-98 CONTRACTOR Transnational Partners II, LLC.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THROUGH: CONSULTANT NAME: David Porecca
--------------------------------------------------------------------------------
16-OCT-98 LOCATION SERVICES PERFORMED: B of A building-San Diego, CA
--------------------------------------------------------------------------------
CONTRACT NUMBER C 9812 29081
--------------------------------------------------------------------------------
WORK AUTHORIZATION NUMBER 1
--------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SERVICES PROVIDED 10-Oct-98 11-Oct-98 12-Oct-98 13-Oct-98 14-Oct-98 15-Oct-98 16-Oct-98 TOTAL
-----------------------------------------------------------------------------------------
SAT SUN MON TUE WED THU FRI
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
0
- ------------------------------------------------------------------------------------------------------------------------------------
0
- ------------------------------------------------------------------------------------------------------------------------------------
4 4
- ------------------------------------------------------------------------------------------------------------------------------------
0
- ------------------------------------------------------------------------------------------------------------------------------------
3 3
- ------------------------------------------------------------------------------------------------------------------------------------
0
- ------------------------------------------------------------------------------------------------------------------------------------
0
- ------------------------------------------------------------------------------------------------------------------------------------
0
- ------------------------------------------------------------------------------------------------------------------------------------
8 4 8 8 5 33
- ------------------------------------------------------------------------------------------------------------------------------------
0
- ------------------------------------------------------------------------------------------------------------------------------------
Totals 0 0 8 8 8 8 8 40
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
I CERTIFY THE FOREGOING TO BE CORRECT ACCOUNT OF THE TIME WORKED
CONSULTANT DATE
------------------------------------------ ----------------
COMPANY REPRESENTATIVE: DATE
----------------------------- ----------------
*THIS TIMECARD WITH CLIENT SIGNATURE MUST ACCOMPANY ALL INVOICES FOR SERVICES*
E-2
<PAGE>
SEMPRA ENERGY INFORMATION SOLUTIONS, LLC
SCHEDULE F
TRAVEL GUIDELINES
All travel-related reservations (hotel, air, car rental, etc.) shall be made
through Sempra Energy American Express Travel Services office, if possible. All
bills shall include an itemized listing supported by copies of the original
bills, invoices, expense accounts and miscellaneous supporting data. If charged
to SEIS, all travel either to San Diego or from San Diego to other locations
shall be approved in advance by SEIS' Representative. Time for travel will not
be reimbursed except for travel during normal business hours.
A. AUTO MILEAGE
Auto mileage will be reimbursed at $.325 per mile, or the current rate as
specified by the Internal Revenue Service.
B. Air Travel
Air fares will be reimbursed based on the most direct route at coach class
travel rates. Upgrading (coach to a higher class) of airline tickets will
only be reimbursed when approved by the SEIS Project Manager, and only when
the business schedule requires immediate travel and only higher class
accommodations are available. Downgrading (exchange) of airline ticket
where Contractor receives financial or personal gain is not permitted. If a
trip is postponed, reservations should be canceled immediately. Contractor
shall provide copies of passenger receipts to SEIS to receive
reimbursement.
Travel arrangements should be made as early as possible (preferably three
(3) weeks) to take advantage of advance reservation rates.
C. COMBINING BUSINESS TRAVEL WITH PERSONAL TRAVEL
Contractor may combine personal travel with SEIS' business only if the
personal travel does not increase the cost to SEIS. Arrangement for
personal travel should be handled by Contractor. SEIS will not manage
personal travel.
D. AIR TRAVEL INSURANCE
SEIS does not pay for air travel insurance.
E. ACCOMMODATIONS
SEIS will reimburse hotel room fees at the preferred corporate rate. SEIS
may reimburse hotel room fees at the standard rate based on single room
occupancy in cases where a corporate rate is not available.
D-1
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F. LAUNDRY
Laundry and dry cleaning charges will only be paid if Contractor is on
travel for SEIS for a period in excess of six (6) consecutive days.
D-2
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G. ENTERTAINMENT
SEIS will not pay for the rental of premium channel movies, use of health
club facilities or other forms of entertainment.
H. AUTO RENTAL
If required, SEIS will pay for reasonable car rental charges. Contractor is
expected to request the rental of an economy car.
I. MEALS
Meals will be reimbursed on the actual cost up to a maximum of $50.00 per
day of travel. Receipts are required for all meals. In order to be
reimbursed, meal receipts (itemized if possible) in the form of receipts,
credit card receipts, or cash register tape must be submitted. SEIS will
not pay for alcoholic beverages. In lieu of itemizing meal expenses and
submitting receipts, Contractor may claim the standard $31.00 per diem for
the duration of the travel.
J. TELEPHONE USAGE
Contractor shall submit documentation regarding all telephone calls charged
to SEIS. Documentation must include the name of the party being called and
the purpose of the call. SEIS shall allow one business call upon arrival
and one call prior to departure. SEIS will not pay for additional business
calls unless directly related to the Contract. Personal telephone call are
not reimbursable unless Contractor is on travel for SEIS for more than
three consecutive days. In this case, the cost of a call shall not exceed
$5.00 and one call is permitted every other day.
K. GROUND TRANSPORTATION
Public transportation should be used whenever possible; however, if
necessary, rental car expenses, including gas actually purchased, will be
reimbursed for authorized travel only. Cab fare (on a shared basis whenever
possible) is reimbursable. Receipts shall be required to document all
ground transportation charges.
Contractor shall rent the lowest automobile classification appropriate for
the size or purpose of the group using the vehicle.
1-2 Travelers Compact
3 Travelers Medium/Intermediate
4-5 Travelers Full Size/Standard Equipment
6+ Travelers Van
Contractor must fuel rental automobiles prior to turn-in as rental
companies normally add a large service charge to fuel costs.
L. PARKING
SEIS does not reimburse its employees for parking expenses at any of its
facilities; therefore, Contractor will not be reimbursed for such.
M. TOLLS AND FEES
D-3
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Transportation-related toll and fees incurred while on SEIS business are
reimbursable at actual cost.
N. BAGGAGE HANDLING
Baggage handling service fees are reimbursable at standard reasonable
rates.
0. OTHER BUSINESS EXPENSES
Supplies, equipment rental, reprographics and facsimile expenses may be
reimbursed when traveling on SEIS business. Such expenses shall be billed
at cost.
P. NON-ALLOWABLE EXPENSES
SEIS will not provide any reimbursement for travel expenses for family
members, personal items, charitable contributions, or for any other type
of expense not listed above.
D-4
<PAGE>
CAYENTA.COM
MANAGEMENT SERVICES AGREEMENT
This MANAGEMENT SERVICES AGREEMENT (the "Agreement") is made and effective
as of August 25, 1999, between CAYENTA.COM ("Provider"), and SOLIANCE NETWORKS,
a Delaware limited liability company (the "Company"). (Each of the Provider and
the Company are referred to herein as a "Party" and collectively as the
"Parties").
WHEREAS, the Company has been formed as a limited liability company, and
the Members of the Company have entered into a limited liability company
agreement dated as of the date hereof (the "Limited Liability Company
Agreement"); and
WHEREAS, the Limited Liability Company Agreement provides that Provider and
the Company shall enter into an agreement pursuant to which Provider will
provide certain corporate services to the Company; and capitalized terms used
but not defined herein shall have the respective meanings set forth in the
Limited Liability Company Agreement; and
NOW, THEREFORE, the Parties agree as follows:
1. CORPORATE SERVICES. Subject to the terms and conditions of this
Agreement, as modified from time to time by mutual agreement, Provider agrees to
provide and deliver, or cause to be provided or delivered, to the Company by
itself and by Affiliates and third parties, and the Company agrees to purchase
certain technical, administrative, management support and other services of the
type provided by Provider and its Affiliates, the nature and type of such
services to be as provided in Exhibit A hereto, and as otherwise mutually agreed
upon by the Parties (collectively, the "Corporate Services").
(a) Provider hereby represents, warrants and covenants that its
performance of the Corporate Services including without limitation any
instruction it provides to the Company during any Provider Transition Period (as
defined in Section 6) herein shall be in accordance with professional and
industry standards customary for services of a similar nature, and in compliance
with all applicable laws, rules and regulations.
(b) If a Member has received written notice from the Company that such
Member's performance of Corporate Services has consistently failed to meet the
intent of this Agreement and/or as contemplated by the Limited Liability Company
Agreement and such Member fails to adequately address or cure such concerns
within thirty (30) days of such notice, or in the event that special skills or
services are required that are not possessed by any Member, then upon an
affirmative vote of at least two of the Managing Members of the Company,
Corporate Services for a particular project may be bid out to third parties. In
the event of such bid, Provider shall have a right to match the terms and
conditions of the most favorable bid from a recognized, qualified provider of
such services. If the Provider elects to match the most favorable bid, the
Provider must notify
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the Company in writing within thirty days. If the Provider fails to notify the
Company of its election to match the most favorable bid, the Company may
contract with the third party on the terms and conditions set forth in the most
favorable bid.
2. CHARGES FOR CORPORATE SERVICES
(a) During the term of this Agreement, except as provided in
Section 6(a)(ii) with regard to the Withdrawing Member Transition Period, and
subject in all respects to any guidelines adopted by the Company's Members
Committee pursuant to Section 4.02(d)(iii) of the Limited Liability Company
Agreement (the "Guidelines") Provider shall charge the Company for Corporate
Services. Such charges shall compensate Provider at Provider's usual and
customary market rates (i.e. rates that would be charged to an unaffiliated
third party); however, Provider will use good faith, diligent efforts to
minimize costs to the Company and to assign its best available resources to
promote and accomplish the Company's projects and objectives.
(b) Provider shall notify the Company in writing of the compensation
due for the Corporate Services during the preceding two-week period. Should the
Company not pay said sum, or any part thereof, within 30 calendar days from the
day of receipt of the invoice (i) interest at the Interest Rate shall be
additionally due and owing on the unpaid balance from the date past due and (ii)
Provider shall, effective 30 days following the delivery of written notice to
the Company, have no further obligation pursuant to this Agreement to make
available to the Company Corporate Services until such unpaid balance plus all
accrued interest shall have been paid; provided, however, that Provider shall
not be relieved of any of its obligations pursuant to this Agreement if,
following the delivery of written notice pursuant to this clause (ii) but prior
to 30 days following such delivery, the Company shall deliver to Provider
written notice setting forth in reasonable detail why the Company in good faith
believes no unpaid amount is owed pursuant to this Agreement. The Company shall
notify Provider of any billing items in question. Provider will review the items
in question and resolve any differences with the Company. In the event any
amount that was paid by the Company was not properly owed, then within 30 days
after the delivery of such notice, the Company shall be reimbursed that amount
with interest at the Interest Rate from the date the original payment was
received until the adjustment was refunded. Upon the termination of this
Agreement, Provider will bill the Company for the actual costs incurred since
the last billing under the terms and conditions mentioned above.
(c) In the event Corporate Services can be provided by more than one
Member, the Members will mutually resolve what is the best result for Company.
In the event there is no timely resolution, the Company may bid the work among
the Members or as provided in Section 1(b). If subsequent to the date hereof a
Member develops the ability to provide Corporate Services provided by another
Member, the Member which originally provided such Corporate Services to the
Company shall have preference in providing such services to the Company.
(d) The Company reserves the right to designate its own employee
representative, or its contractual representative, who shall have the right to
audit and to
2
<PAGE>
examine any cost, payment, settlement, or supporting documentation charged to
the Company pursuant to Section 2 of this Agreement. Any such audit shall be
undertaken at the expense of the party requesting such audit at reasonable times
and in conformance with generally accepted auditing standard. The Company and
Provider shall fully cooperate with any such audit. The right to audit shall
extend during the term of this Agreement and for a period of two years following
the date of final payment by the Company to Provider, Provider and its
respective Affiliates shall retain all necessary records and documentation for
two years or such longer period as may be required by order, law, regulation or
rule after the year to which they pertain. Provider will be notified in writing
of any exception taken as a result of an audit. In the event that the parties
agree that the Company has been overcharged, Provider will refund the agreed
upon amount plus interest to the Company within 30 days (or, alternatively, with
prior approval of the Company, deduct the dollar amount from the next invoice
submitted to the Company). In the event agreement is not reached within 30 days
of delivery of the notice referred to above, the matter shall be referred to the
Auditors who shall decide such matter within 60 days of such referral. The fees
of the Auditors in connection with such matter shall be paid by the party
against which the Auditors decide. Interest will be computed at the Interest
Rate from the date the excess payment was made by the Company until the
repayment or offset was made.
3. TERM OF AGREEMENT. This Agreement shall be effective as of the date
hereof and shall continue until the earlier of (i) termination pursuant to
Section 6 or (ii) dissolution of the Company and the distribution of all
Customer Contracts of the Company in accordance with Article XI of the Limited
Liability Company Agreement.
4. STAFFING OF PERSONNEL. Provider shall assign its experienced,
knowledgeable and competent personnel to perform the Corporate Services. Company
projects and customers shall receive the highest priority of assigned personnel,
including scheduling and performance.
5. CONFIDENTIALITY. The parties agree that the confidentiality obligations
set forth in Section 14.04 of the Limited Liability Company Agreement shall bind
them with respect to all information furnished or obtained in connection with
this Agreement. The obligations of the parties under this Section 5 shall
survive the expiration of termination of this Agreement for so long as such
obligations are in effect under the Limited Liability Company Agreement.
6. TERMINATION.
(a) In the event that Provider or its Affiliates shall cease to be a
Member for any reason, this Agreement shall remain in effect for so long as may
be requested by the Company in writing, but no more than eighteen (18) months
after the effective date of such withdrawal (the "Provider Transition Period");
provided, that the Company shall give Provider not less than 10 days' notice
during the Provider's Transition Period of any such termination hereof, and such
termination may be for any reason or no reason in the Company's discretion.
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(i) During the Provider Transition Period, the Provider shall
continue to provide Corporate Services to the Company hereunder in a manner
consistent with and at the same level of effort as prior to such withdrawal.
(ii) During the Provider Transition Period, as part of the
Corporate Service, the Provider shall also use commercially reasonable efforts
to instruct the Company, through a reasonable number of designees of the
Company, how to perform the Corporate Services with a view to enabling the
Company to perform such services by itself and on its own behalf prior to the
end of the Provider Transition Period at a level and with a quality commensurate
with the Corporate Services provided by Provider prior to the date of
withdrawal. The level and quality of instruction shall be no less than that
given by Provider to its own personnel and, unless otherwise agreed, Provider
shall provide such instruction at the principal place where Provider performs
the Corporate Services, during regular business hours.
(iii) During the Provider Transition Period, the Company shall
pay the Provider a fee equal to 105% of the charges that would otherwise apply
under Section 2(a), and the Provider and the Company shall otherwise each be
responsible for all costs and expenses (including costs of instructional
materials and allocable overhead) that they respectively incur hereunder under
the Provider Transition Period.
(b) If either party shall fail to perform in any material respect any
of its obligations under this Agreement, whether voluntarily or involuntarily or
as a result of any law or regulation or otherwise (the "Defaulting Party"), the
other party (being the "Non-Defaulting Party") shall have the option to
terminate this Agreement upon 30 days written notice to the Defaulting Party
specifying the respects in which the Defaulting Party has so failed to perform
its obligations under this Agreement, unless (i) during such period the
Defaulting Party shall have remedied the default therein specified or (ii) the
Defaulting Party shall have notified Non-Defaulting Party that it objects to the
notice of default. If the Defaulting Party shall have made such an objection, as
soon thereafter as is practicable, representatives of both parties shall meet to
attempt to resolve the dispute. In the event a resolution cannot be reached, the
matter shall be finally settled in accordance with Section 17.09 of the Limited
Liability Company Agreement.
(c) The provisions of Section 5, 9, 10 and 11 shall survive the
termination hereof.
7. INDEPENDENT CONTRACTOR STATUS. Provider shall render and perform the
Corporate Services as an independent contractor.
8. SUBCONTRACTOR OF SERVICES. Provider will not subcontract to any third
party (other than one or more of its Affiliates or other person under common
control with Provider) the performance of any Corporate Service without prior
written consent by the Company, which shall not be unreasonably withheld. Each
proposed subcontractor shall, as a condition to its performance of Corporate
Services, consent and agree to comply with the terms and conditions of this
Agreement, including, but not limited to, Section 5
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of this Agreement and such other terms and conditions as the Company may
reasonably determine.
9. RESULTS OF SERVICES.
(a) All business procedures, marketing techniques, know-how and
data resulting from the performance of the Corporate Services (collectively,
"Know-how" shall be and remain the exclusive property of the Company;
provided, however, that (i) Know-how shall not include any such procedures,
techniques know-how or data that (x) the Provider practiced or possessed
prior to the date hereof or (y) Provider may develop during the term hereof
other than for use in connection with the Corporate Services, except to the
extent that any such procedures, techniques, know-how or data are
incorporated into or used in connection with the Corporate Services, and (ii)
the Provider shall retain the right to the general and non-competitive use of
Know-how, as well as the general knowledge included in the Know-how, as may
be applicable in its own business and operation.
(b) Nothing herein shall be construed to grant either party any
right or license to use any of the other party's confidential information
except as specifically provided herein, or any right or license under any
patent, trade secret, copyright, trademark or other proprietary right now or
hereafter owned or developed by the other party (unless jointly owned or
developed), all of which rights and licenses are expressly reserved.
(c) To the extent that the Corporate Services are incorporated into
services or products provided by the Company to its customers as a "work made
for hire" or if the Company is required to transfer any ownership rights to
Know-how to its customers, Company shall use good faith, diligent efforts to
retain for the benefit of Provider the same use rights in Know-how as
retained in subsection (a) above.
10. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, PROVIDER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION OR WARRANTY AS
TO THE QUALITY OF CORPORATE SERVICES TO BE PROVIDED HEREUNDER,
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
11. INDEMNIFICATION.
(a) The Provider shall defend, indemnify and hold harmless the
Company and all its officers, agents and employees from and against any and
all liabilities, damages, loses, claims, suits, proceedings, demands,
recoveries, costs and expenses (including, without limitation, the reasonable
fees and expenses of in-house and outside legal counsel, litigation expenses,
and court costs) ("Indemnified Matters") to the extent that the Indemnified
Matters arise out of or relate to or are alleged to arise out of or be
related to (i) the Provider's breach of its obligations under this Agreement,
(ii) any personal injury, death or property damage that arises out of or
relates to or is alleged to
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arise out of or relate to Corporate Services, (iii) any breach of or failure
by Provider to comply with, any applicable law, regulation, rule or order in
connection the Corporate Services, (iv) any claim that any Know-how provided
to the Company by the Provider or the Company's use or possession of any such
Know-how infringes or violates the United States patent, copyright, trade
secret or other proprietary right of any third party or (v) any claim by a
subcontractor or agent of Provider. Notwithstanding the foregoing, Provider
shall not be responsible for or liable to Company for any infringement of a
third party's intellectual or other property right arising out of: (i)
Company's use of the Know-how (other than Know-how provided for in (iv)
above), to perform any particular business function if such use infringes a
third party's U.S. patent; (ii) Company's use of any third party software or
equipment, (iii) modifications, enhancements or alterations of materials
delivered hereunder not produced by Provider; or (iv) Provider's adherence to
Company's or its customer's specific instructions.
(b) The Company shall defend, indemnify any hold harmless the
Provider and all its officers, agents and employees from and against any and
all liabilities, damages, loses, claims, suits, proceedings, demands,
recoveries, costs and expenses (including, without limitation, the reasonable
fees and expenses of counsel, litigation expenses, and court costs) ("Company
Indemnified Matters") to the extent the Company Indemnified Matters arise out
of or relate to, or are alleged to arise out of or related to use by the
Company of any of the Corporate Services in accordance with their terms of
this Agreement.
12. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR
ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT (INCLUDING INDEMNIFICATION OBLIGATIONS), EXCEPT FOR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR EXCEPT PURSUANT TO SECTIONS
11(a)(ii), (iii) or (iv)
13. NOTICE . All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be given
(and shall be deemed to have been duly given upon receipt) by delivery in
person, by reputable overnight courier, by telecopier or by registered or
certified mail (postage prepaid, return receipt requested), as follows:
(i) If given to the Company, at the Company's address provided
on Schedule 2.01 of the Limited Liability Company Agreement or such other
address as the Company may hereafter designate in writing; or
(ii) If given to Provider at the address provided on Schedule
2.01 of the Limited Liability Company Agreement or at such other address as
Provider may hereafter designate by written notice to the Company.
14. PUBLIC ANNOUNCEMENTS. The parties agree to consult with each other
before issuing any press release or making any public statement with respect
to this Agreement, and will not issue any such press release or make any such
public statement prior to such
6
<PAGE>
consultation, and, except as may be required by applicable law, will not
issue any such press release or make any such public statement without the
prior consent of the other party.
15. CUMULATIVE REMEDIES. The rights and remedies provided by this Agreement
are cumulative and the use of any one right or remedy by any party shall not
preclude or waive its right to use any or all other remedies. Said rights and
remedies are given in addition to any other rights the parties may have by law,
statute, ordinance or otherwise.
16. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of all of the parties and, to the extent permitted by this
Agreement, their successors, assigns and Affiliates.
17. INTERPRETATION THROUGHOUT THIS AGREEMENT. Nouns, pronouns and verbs
shall be construed as masculine, feminine, neuter, singular or plural, whichever
shall be applicable. Unless otherwise specified, all references hereto to
"Sections" shall refer to corresponding provisions of this Agreement.
18. SEVERABILITY. If any term or other provision of this Agreement is held
to be invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transaction is not affected in any manner materially adverse to
any party. Upon a determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby so consummated as originally contemplated to
the fullest extent possible.
19. COUNTERPARTS. This Agreement may be executed and delivered (including
by facsimile transmission) in two or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed and
delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
20. INTEGRATION: CONSTRUCTION. This Agreement constitutes the entire
agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements and understanding pertaining thereto. The terms
of this Agreement shall control in the event of any conflict or inconsistency
between the terms of this Agreement and the terms of any attachments, schedules,
annexes or exhibits hereto. The terms of the Limited Liability Company Agreement
shall control in the event of any conflict or inconsistency between the terms of
this Agreement and the terms thereof.
21. GOVERNING LAW: SUBMISSION TO JURISDICTION.
(a) This Agreement shall be governed by, and construed in accordance
with the laws of the State of California.
7
<PAGE>
(b) Any claim, action, suit or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement or the transactions contemplated hereby shall be resolved in
accordance with Section 17.09 of the Limited Liability Company Agreement.
22. EXPENSES. Each party will bear its own costs and expenses, including
brokers, or finders, fees, if any, incurred in connection with the preparation
and execution of this Agreement.
23. FURTHER ASSURANCES. The parties will execute and deliver such further
instruments and do such further acts and things as may be required to carry out
the intent and purpose of this Agreement.
24. AMENDMENTS AND WAIVERS: ASSIGNMENT.
(a) Any provision of this Agreement may be amended or waived if, and
only if, such amendment or waiver is in writing and signed, in the case of an
amendment, by both parties, or in the case of a waiver, by the party or parties
against whom the waiver is to be effective.
(b) No failure or delay by either party in exercising any right, power
or privilege hereunder (other than a failure or delay beyond a period of time
specified herein) shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
(c) Except as provided in this Agreement, this Agreement shall not be
assigned by either party and no such assignment shall relieve the assigning
party of its obligations hereunder if such assignee does not perform such
obligations.
25. NO THIRD PARTY BENEFICIARIES. No person or entity other than a party
shall have any rights or remedies under this Agreement.
8
<PAGE>
26. Headings. The headings in this Agreement are included for
convenience and identification only and are in no way intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or
any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this
Management Services Agreement or have caused this Agreement to be duly executed
by their respective authorized officers, in each case as of the date first
written above.
CAYENTA.COM
By: /s/ Gene W. Ray
---------------------------------
Name: Gene W. Ray
---------------------------------
Title: Chairman
---------------------------------
By: /s/ Dale Kelly-Cochran
---------------------------------
Name: Dale Kelly-Cochran
---------------------------------
Title: President
---------------------------------
9
<PAGE>
CAYENTA.COM
MANAGEMENT SERVICE AGREEMENT
EXHIBIT A
Corporate Services to be provided by Cayenta.Com are as follows:
- - PRODUCT DEVELOPMENT
- Design, develop and maintain all interfaces between legacy systems,
ERP software, and custom application components.
- Design, develop integrate and maintain the service bureau architecture
to include networks, servers, and infrastructure software.
- Design, develop, maintain and manage all infrastructure-related
software repositories to include EFX
- Design, develop and maintain custom software components which augment
standard software packages.
- Design, develop and maintain Internet extensions to the Company's
basic service bureau offering.
- - Business Planning
10
<PAGE>
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4),
200.83 and 230.406
This Contract No. WM001 is entered into as of September 8, 1999, by and
between Cayenta.com Corporation (hereinafter referred to as Cayenta or
Contractor) and Waste Management, Inc. (hereinafter referred to as Customer).
ARTICLE I - SCHEDULE
A. STATEMENT OF WORK. Cayenta shall provide, on a fixed price basis, the
necessarypersonnel, and services as required by the Contractor to complete
the tasks contained in the attached Statement of Work (SOW).
B. PERIOD OF PERFORMANCE. The period of performance under this Contract shall
commence on September 1, 1999 and expire on November 30,1999.
ARTICLE II - CONSIDERATION
A. Consideration. In consideration of the work to be performed under the
Statement of Work, Cayenta shall be paid [...***...] plus expenses. A
[...***...] deposit will be paid to Cayenta upon the execution of the
contract.
B. INVOICING. An original and one copy of each invoice shall be submitted
every two weeks to the customer in the amount of [...***...], plus
expenses.
C. PAYMENT. Payment shall be net 15 days from submission of the invoice.
D. REIMBURSEMENT FOR PER DIEM AND OTHER EXPENSES. Cayenta shall be reimbursed
for reasonable and allowable per them and other expenses incurred in the
performance of this effort. Per diems and other expenses will be included
on each invoice submitted and are estimated at [...***...] of total labor
costs.
ARTICLE III - CONTENTS OF CONTRACT
The provisions of the following attached articles and documents are made a part
of this Contract:
1. Attachment A. Statement of Work
2. Attachment B. General Provisi ons
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
ARTICLE IV - TERMINATION OF CONTRACT FOR CONVENIENCE
Customer may, for any reason, at any time or for its convenience, terminate
this Contract and performance thereunder in whole, or, in part, by written
notice of termination issued to Cayenta, which notice shall state the extent
to which such performance shall be terminated and the date upon which such
termination shall become effective. Cayenta shall be paid for all work that
was authorized by Customer prior to the date of termination. Provisions 5, 6,
7, 8, 9, 10, 11, 13 and 18 shall survive any termination of this Contract.
ARTICLE V - TERMINATION OF CONTRACT FOR DEFAULT
Should Customer breach at any time, any of the clauses contained herein,
Cayenta reserves the right to terminate the Contract for default by written
notice of termination issued by Cayenta. Such notice shall state the extent
to which such performance shall be terminated and the date upon which such
termination shall become effective. Cayenta shall be paid for all work that
was authorized by Customer prior to the date of termination. Provisions 5, 6,
7, 8, 9, 10, 11, 13 and 18 shall survive any termination of this Contract.
<PAGE>
SIGNATURE PAGE
BOTH PARTIES hereto warrant and represent that they have full right, power
and authority to execute this Contract.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
day and year first above written.
WASTE MANAGEMENT, INC. THE TITAN CORPORATION
CAYENTA.COM
- ------------------------------- -------------------------------
SIGNATURE SIGNATURE
MIKE PATTON, VICE PRESIDENT IS DAVID PORRECA, CEO
- ------------------------------- -------------------------------
NAME AND TITLE NAME AND TITLE
SEPTEMBER 8,1999 SEPTEMBER 8,1999
- ------------------------------- -------------------------------
DATE DATE
<PAGE>
ATTACHMENT A
Statement of Work
Cayenta shall provide the necessary personnel, services, materials, equipment
and facilities necessary for the successful accomplishment of this Contract
as follows:
Assist in:
A. Creation of near-term fixes of the billing process.
B. Developing an IT System strategy, architecture and implementation plan.
C. Creation of high-payoff, near-term fixes of the monthly accounting
close process.
D. Creation of high-payoff, near-term fixes of the accounting for the
intercompany transaction process.
Deliver:
A. Deployment and operational support for near-term fixes of the billing
process.
B. Executable IT System strategy, architecture and implementation plan.
C. Deployment of near-term fixes of the monthly accounting close process.
D. Deployment of near-term fixes of the accounting for the intercompany
transaction process.
<PAGE>
ATTACHMENT B
General Provisions
1. PAYMENT FOR SERVICES
(a) Customer agrees to pay Cayenta in accordance with the
terms set forth in Article II. Cayenta shall submit an
itemized invoice for the services rendered and authorized
expenses incurred. Invoices shall be payable within thirty
(15) days of submission.
(b) Customer may, upon notice to Cayenta, withhold payment for
work that is not accepted pursuant to the Statement of
Work and/or reasonably question any item(s) reflected on
Cayenta's invoice. Pending the settlement or resolution of
the issues(s) that cause the non-payment by Customer under
this provision, the said non-payment shall not constitute
a default of this Contract. It is understood that Customer
shall pay all amounts due that are not in dispute.
2. INDEPENDENT CONTRACTOR
(a) Cayenta shall perform all Services hereunder as an Independent
Contractor, and nothing contained herein shall be deemed to
create any association, partnership, joint venture, or
relationship of principal and agent or master and servant, or
employer and employee between the parties hereto or any
affiliates or subsidiaries thereof, or to provide either party
with the right, power or authority, whether expressed or implied,
to create any such duty or obligation on behalf of the other
party.
3. CHOICE OF LAW
(a) Cayenta agrees that in carrying out its duties and
responsibilities under this Contract Agreement, it will neither
undertake, nor cause nor permit to be undertaken, any activity
which is illegal under any laws, decrees, rules or regulations in
effect in either the United States or United Kingdom (herein
referred to as "Territories").
(b) Cayenta agrees that it will not, directly or indirectly, give,
offer or promise, or authorize or tolerate to be given, offered
or promised, anything of value to another person, knowing or
having reason to know that such thing of value is to be given,
offered or promised to an official or employee of the governments
of the Territories or of any subdivisions
<PAGE>
thereof with the intent to (1) influence any official act or
decision of such official or employee, or (2) induce such
official or employee to use his influence to affect or influence
any act or decision of the governments of the Territories or any
subdivision thereof.
(c) Customer hereby represents and warrants that it is, and will
remain in compliance with the requirements of all applicable
export laws and regulations, including but not limited to the
U.S. Export Administration Regulations and International Traffic
in Arms Regulations. Such requirements include, but are not
limited to obtaining all required authorizations or licenses for
the export or reexport of any controlled item, product, article,
commodity, software or technology.
(d) Without limiting the generality of the foregoing, Customer hereby
represents and warrants that (i) it has not been, and is not
currently, debarred, suspended or otherwise prohibited or
restricted from exporting, reexporting, receiving, purchasing,
processing or otherwise obtaining any item, product, article,
commodity, software or technology regulated by any agency of the
United States; and (if) Customer will not export or reexport any
software or technology or the direct product thereof received
from the Contractor under this Contract except in strict
accordance with any applicable export regulations. Customer
agrees to indemnify and hold harmless Cayenta from any costs,
penalties or other losses caused by, or related to, any violation
or breach of the warranties contained in this provision.
(e) This Contract, and the performance of breach thereof, shall be
governed by and interpreted as to substantive matters in
accordance with the applicable laws of the State of California,
U.S.A.
4. PROPRIETARY RIGHTS
(a) All information, reports, studies, object or source code, flow
charts, diagrams and other tangible or intangible material,
collectively ("Materials") of any nature whatsoever produced by
or as a result of any of the Services and Deliverables, and all
copies of the foregoing, shall be the sole and exclusive property
of Cayenta and such Materials shall be deemed "'works made for
hire", of which Cayenta shall be deemed the author. Customer
shall retain the right to utilize the Materials for internal use
without restriction.
(b) Cayenta warrants that all Materials developed under this Contract
shall be Cayenta's own work.
<PAGE>
5. INDEMNIFICATION
(a) Cayenta hereby represents and warrants that any information,
material, products, designs, specifications or instructions, or
the use thereof, provided by Cayenta does not infringe a patent,
utility model, industrial design, copyright, trade secret or
trademark in any country where Cayenta performs Services or
provides Deliverables.
(b) Cayenta will defend or settle any claim against Customer that the
Services and Deliverables delivered under this Contract or
Cayenta's use thereof infringe a patent, utility model,
industrial design, copyright, trade secret, trademark or other
third party intellectual property right in the country where
Cayenta performs Services or provides Deliverables, provided that
Customer:
(1) promptly notifies Cayenta in writing of the claim, and
(2) cooperates with Cayenta in, and grants Cayenta sole authority
to control the defense and any related settlement.
(c) Cayenta will pay the cost of such defense and settlement and any
costs, attorney's fees and damages awarded by a court of
competent jurisdiction against Cayenta. If such a claim is made
or appears likely to be made, Cayenta may procure the right for
Customer to continue using the Deliverable and receiving the
Services, may modify the Deliverable and/or the Services, or may
replace same. If use of the Services and/or Deliverables is
enjoined, Cayenta will modify Services and/or Deliverables and
provide substitute Services and/or Deliverables acceptable to
Customer that do not infringe, or refund Customer for payments
made for such Services and/or Deliverables which are subject to
any injunction.
(e) Customer shall defend, indemnify, and hold Cayenta harmless from
and against any claim, liability, loss cost or expense (including
reasonable attorney's fees) arising out of or resulting from (i)
any personal injury or death to persons, or damage to property,
in connection with the Services and Deliverables provided
hereunder, and (ii) the negligence or willful misconduct of
Customer, or its agents, employees' or contractors' connection
with the Services and Deliverables provided hereunder.
<PAGE>
6. LIMITATION OF LIABILITIES
Cayenta shall have no liability for any claim relating to this Contract
in excess of the fees and expenses payable hereunder. In no event shall
Cayenta be liable to the Customer for indirect, special, incidental or
consequential damages.
The choice to implement any alterations to business processes will be the
sole responsibility of the Customer. Cayenta will not assume the role of
management, nor will Cayenta or any of its personnel or agents direct
employees of Customer to take specific actions.
This scope of this project does not include Year 2000 analysis or
remediation. In no event will Cayenta be liable for damages related to
Year 2000 effects on the Customers systems.
7. CONFIDENTIAL INFORMATION
During the course of this Contract, Customer and Cayenta will expose one
another to confidential and proprietary information and trade secrets of
the other and of parties from whom they have been licensed and/or
otherwise authorized to provide products and services, including, without
limitation, software and hardware designs and specifications, equipment,
software, and information relating to marketing plans and future
products, service capabilities, performance, and capacities and further
including, without limitation, the proprietary information and trade
secrets relating to the Statement of Work (collectively, "'Confidential
Information"). "Confidential Information" also includes (i) all
information in any form, belonging to Discloser or its affiliated
companies that is maintained in confidence by Discloser and received by
Recipient from Discloser or any of the Discloser's affiliates and (ii)
for Cayenta's obligations, as described in Provision 8(c) below, the
Deliverables.
(a) For the purpose of this Provision, "Recipient" refers to the party
receiving Confidential Information and "Discloser" refers to the
party disclosing Confidential Information. Recipient acknowledges
the proprietary and sensitive nature of Confidential Information,
and the importance of maintaining the secrecy and confidentiality of
such Confidential Information and agrees that (i) it shall use
Confidential Information only as authorized by this Contract, (ii)
it shall hold Confidential Information in confidence, (iii) it shall
not disclose any Confidential Information to anyone except in
accordance with this Contract, and (iv) it shall use its best
efforts to prevent any unauthorized disclosure of Confidential
Information.
<PAGE>
(b) Confidential Information does not include information (i) generally
known on a non-confidential basis (through no fault of Recipient) to
companies in Discloser's business; (ii) lawfully obtained by
Recipient without restriction on disclosure; (iii) known to
Recipient prior to receipt from Discloser without restriction on
disclosure; (iv) independently developed by Recipient without use of
information provided by Discloser; (v) disclosed by Discloser to a
third party without a duty of confidentiality on the third party or
(vi) disclosed by Recipient with Discloser's prior written approval.
(c) Recipient agrees not to disclose Confidential Information to any
third party and to use the Confidential Information only in
connection with the Services and Deliverables. Recipient will limit
access to the Confidential Information to its officers, directors,
employees and Customers who are performing or supervising the work
hereunder. Recipient will promptly notify Discloser of any
unauthorized disclosure or use of the Confidential Information of
which Recipient becomes aware and will take all steps reasonably
requested by Discloser to remedy any such disclosure or use.
Recipient shall not use, copy, duplicate or otherwise reproduce or
retain all or any portion of the Confidential information in any
form or manner whatsoever except as authorized in writing by
Discloser. Recipient Will reproduce all confidential and other
proprietary rights notices appearing on originals on all such
authorized copies. The obligation to protect Confidential
Information shall terminate eight years from the date last signed
above.
(d) Recipient will restrict disclosure of Confidential Information
solely to those of its employees and agents with a need to know such
Confidential Information for the purpose of performing the work
under this Contract. Recipient will ensure that any such person
permitted access to any portion of the Confidential Information is
advised of its confidential nature and the related obligation. Such
purpose shall be the only one for which Recipient may use the
Confidential Information. Recipient shall use and shall require that
its agents and employees use the same degree of care with respect to
Confidential Information as Recipient uses with respect to its own
proprietary information.
(e) Recipient shall not reverse compile, reverse assemble, or reverse
engineer meaning of any software code or equipment which are within
the meaning Confidential Information.
<PAGE>
(f) Upon termination of the Contract or upon Discloser's request,
Recipient agrees to surrender and deliver to Discloser all
Confidential Information, which Discloser has provided to Recipient.
(g) If an attorney is used to enforce this Provision 8, the prevailing
party in any action or proceeding to so enforce this Provision 8
shall be entitled to its reasonable attorney's fees and cost
incurred in such action or proceeding.
8. PROJECT MANAGERS
Cayenta shall assign a Cayenta employee (the "Project Manager") for each
assignment to manage the assignment and oversee the Contract. The
"Project Manager" is responsible for monitoring the Cayenta's work and
for review and approval of invoice documentation.
During the term of this Contract, the following Cayenta technical and
administrative representatives are hereby designated:
Rick Belmonte
Project Manager
Curt Smith
VP Finance and Operations
(a) Cayenta's Project Manager is responsible for the day-to-day
clarifications and guidance of Cayenta's personnel as may be
required under the Contract.
(b) Matters relating to prices/costs, terms and conditions, quantities
to be supplied, delivery schedule and financial adjustments shall be
handled through the technical or administrative contacts above.
(c) Agreements between the parties, which by their nature effect a
change to ge to the Contract, shall only be binding upon the parties
when such agreements or actions are specifically authorized in
writing by the VP Finance and Operations.
(f) All correspondence and communications between the Cayenta and
Customer shall be directed to either of the technical or
administrative contacts above.
<PAGE>
9. PUBLICITY
Customer Cayenta each agree not to make any public disclosure, except as
may be legally required, relating to this Contract, Customer or its
affiliated companies, or Cayenta or its affiliated companies, without
obtaining the prior written consent of Cayenta and the Customer.
10. NON-SOLICITATION
During and for a period of one-year following termination of this
Contract, neither party will, without prior written consent of the other
party, hire or attempt to hire any employee of the other party or its
affiliated companies.
11. WORK POLICY
(a) Cayenta further agrees to employ his best efforts to meet
Customer's assignment deadlines and documentation standards, as
applicable. Unless otherwise agreed upon, Cayenta. shall meet with
Customer personnel to discuss and review the progress status of the
current assignment on a regular basis. Cayenta will comply with all
provisions set forth in the Statement of Work.
12. ADDITIONAL PROVISIONS
(a) Paragraph Headings. Paragraph headings are for convenience only and
shall not be a part of the Terms and Conditions of the Contract.
(b) Waiver. Failure by either party at any time to enforce any
obligation by the other party, to claim a breach of any term of
this Contract or to exercise any power agreed to hereunder will not
be construed as a waiver of any right, power or obligation under
this Contract win not affect any subsequent breach, will not
prejudice either party as regards any subsequent action.
(c) Severability. If any term or provision of this Contract should be
declared red invalid by a term and/or provision, this Contract
shall remain unimpaired and in full force and effect
(d) Subcontractors. Customer reserves the right of approval of
unimpaired Subcontractors who will service Customer. Approval of
such Subcontractors will not be unreasonably withheld by Customer.
Approval of any Subcontractors by Customer shall not constitute the
superseding or waiver of any right of the Customer to reject work
that is
<PAGE>
not in conformance with its standards or this Contract. Cayenta
shall be fully responsible for all acts and omissions of its
Subcontractors. Nothing in this Contract shall be construed to
create any contractual relationship between Customer and any
Subcontractors, nor any obligation on the part of Customer to pay
or to see to the payment of any money due any Subcontractors,
except as may otherwise by required by law.
(e) Assignment. Neither party may assign any rights nor obligations
under this Contract without the prior consent of the other;
provided, however, that Cayenta may assign any rights or
obligations under this Contract to a subsidiary or affiliate.
(f) Modification. No modification, waiver or amendment of any term- or
conditions of this Contract shall be effective unless and until it
shall be reduced to writing and signed by both of the parties
hereto or their legal representatives. All legally required
Amendments will automatically become part of this Contract thirty
(30) days after notification to both parties.
(g) Survival. The provisions of this Contract that by their nature and
content are intended to survive the performance hereof, shall so
survive the completion and termination of this Contract.
(h) Complete Agreement. This Contract together with the Statement of
Work constitutes the entire agreement of the parties with respect
to its subject matter and may not be modified in any way except by
written agreement signed by both parties. There are no other
agreements either express or implied with regard to this subject
matter.
<PAGE>
- -------------------------------------------------------------------------------
Change Order for Cayneta Support of WMI
- -------------------------------------------------------------------------------
BACKGROUND:
Cayenta was originally contracted by WMI to develop an IT strategy and
architecture plan to established a future state solution blueprint that
greatly improves IT support of business operations and management. The
initial proposal included two support projects to identify quick-fixes for
the Billing and Financial Close processes. All three projects were originally
bid on a fixed price basis for a total of [...***...].
CURRENT STATUS:
Shortly after the project start in early September, Cayenta encountered
numerous related projects that were being conducted by Price Waterhouse
Coopers and Arthur Andersen. This generated significant unplanned
coordination effort for all Cayenta teams.
Cayenta was also requested to refocus their priorities on improving support
and operation of the current IT environment, primarily MAS. We received
verbal approval from Ralph Whitworth and Mike Patton to proceed on this track
and we engaged additional consultants to support the changing focus of our
project. Two weeks later, Perot Systems was brought in to take over all IT
related activities. This too resulted in more refocusing of our efforts and
engaging in additional coordination activity with both old and new players.
BILLING ARRANGEMENT AND ESTIMATE:
Our estimate for work beyond our initial proposal is an additional [...***...].
Our plan is to deliver our final recommendations by Nov. 8 and wrap-up all
consultant work by Nov. 12. We will separately propose our support for any
authorized quick-fix projects that are approved by WMI.
APPROVAL:
Cayenta: WMI:
/s/ RICK BELMONTE Illegible 10/28/99
- -------------------------------------- ---------------------------------
Rick Belmonte, Cayenta Program Manager Ralph Whitworth, WMI Chairman
Date: Date:
--------------- ---------------
*CONFIDENTIAL TREATMENT REQUESTED
1
<PAGE>
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4),
200.83 and 230.406
SOFTWARE LICENSE AGREEMENT
This Software License Agreement ("Agreement") entered on September 23,
1998 by and between ASSIST CORNERSTONE TECHNOLOGIES, INC., ("ASSIST") and
800.COM, Inc., ("LICENSEE").
RECITALS
WHEREAS, ASSIST owns and desires to license its computer software and
related documentation; and
WHEREAS, LICENSEE desires to obtain a non-exclusive license to use
ASSIST'S computer software and related documentation.
NOW, THEREFORE, the parties intending to be legally bound agree as follows:
1. DEFINITIONS. When used in this Agreement, these terms shall have the
following meanings:
(a) LICENSED SOFTWARE means the software delivered to LICENSEE in
accordance with the terms of this Agreement and described as
follows:
General Lodger, Accounts Payable, Accounts Receivable, Purchasing,
Order Entry, Catalogue, Inventory, Sales Analysis, and EIS.
(b) RELATED DOCUMENTATION means reference manuals which provide field
by field descriptions for each software module licensed,
2. WARRANTY ASSIST warrants that each item of Software and any upgrade is
free from defects in workmanship and material and shall function
substantially as described in the Related Documentation for a period
of [...***...] from the date the Software item or upgrade is shipped
by ASSIST.
ASSIST hereby represents and warrants that the Software is year 2000
ready. By year 2000 ready, we mean that the Software, when used in
accordance with the Related Documentation, is capable of correctly
processing, providing and/or receiving date data within and between
the 20th and 21st centuries, provided that all products ( including
hardware, software, and firmware ) used with the Software properly
exchange accurate date data with it.
If any item of Software fails to so function during its warranty period, ASSIST
will provide a suitable fix, patch or workaround for the problem or replace the
item. THE FOREGOING WARRANTIES AND LIMITATIONS ARE EXCLUSIVE REMEDIES AND ARE IN
LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED,
*CONFIDENTIAL TREATMENT REQUESTED
1
<PAGE>
INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
3. GRANT OF LICENSE. ASSIST grants LICENSEE a non-exclusive,
non-transferable license to use the ASSIST Modules listed in Paragraph l(a)
above and Related Documentation.
LICENSEE shall have the right to customize the Licensed Software for its
own internal use; provided that if LICENSEE in any fashion modifies or
customizes the Licensed Software, ASSIST shall have the right to choose whether
it will or will not offer Licensed Software maintenance and support to LICENSEE.
In the event any modification and/or enhancement to the licensed Software is
created by LICENSEE or ASSIST at LICENSEE's request, all rights to the
enhancement or modification shall be owned by ASSIST, including any and all
derivative rights, moral rights, conceptual rights, patent rights, copyright or
other intellectual property rights. LICENSEE agrees to and hereby does assign to
ASSIST any and all such rights in such enhancement and/or modifications for
ASSIST's sole and exclusive use.
ASSIST agrees to provide at no additional cost transfer media including
diskettes, tapes, and/or data cartridges, and to replace defective diskettes,
tapes and/or data cartridges during the initial installation and warranty.
ASSIST agrees to provide at no additional cost as part of the license, one
set of Related Documentation for each module licensed. Additional sets of
Related Documentation may be licensed by LICENSEE at the rate then being charged
by ASSIST.
4. RIGHTS AND RESPONSIBILITIES OF LICENSEE. LICENSEE shall:
(a) Use the Licensed Software only in connection with its own
options and only on the IBM AS/400 Computer, Model 170-2291, identified by the
CPU Serial Number of______________;
(b) Refrain from selling, renting, leasing, or otherwise transferring
or assigning its right to use any or all of the Licensed Software and Related
Documentation.
(c) Other than to create backup copies of the Licensed Software for
disaster recovery, not copy, modify, enhance, or translate the Licensed Software
or Related Documentation without the prior written consent of ASSIST. LICENSEE
shall not disclose, publish, transfer, translate, release or otherwise make
available the Licensed Software or Related Documentation, in any form, to any
person, (other than an employee of LICENSEE who requires such information to use
the Licensed Software), or to another entity, without prior written consent of
ASSIST.
(d) Not remove ASSIST's copyright notices from any copies of the
Licensed Software made for purposes of backup.
2
<PAGE>
(e) Pay any and all applicable sales, use, income or excise tax levied
as a result of this grant of license and the services provided hereunder.
LICENSEE shall be responsible for the payment of any property tax levied as a
result of the ownership or grant of this License or the ownership or use of the
Licensed Software and Related Documentation pursuant to this License.
5. PROPRIETARY DATA; CONFIDENTIALITY. LICENSEE acknowledges that the
information contained in the Licensed Software and Related Documentation is
confidential and contains trade secrets and proprietary data belonging to ASSIST
and that the presence of copyright notices on the median containing the Licensed
Software or the Related Documentation does not constitute publication or
otherwise impair the confidential nature thereof. LICENSEE shall implement all
reasonable measures in its use of the Licensed Software and Related
Documentation necessary to safeguard ASSIST's ownership of, and the
confidentiality of the Licensed Software modules listed in 1(a) above. LICENSEE
and ASSIST recognize that during the course of the installation, service and
support of the Licensed Software system, ASSIST employees may at LICENSEE's
request, have access to information about LICENSEE, LICENSEE affiliates or
LICENSEE's customers. ASSIST and its employees shall keep confidential and shall
not disclose to third parties any information including financial information or
any other information which ASSIST views or obtains in connection with the
installation and ongoing maintenance of the Licensed Software system.
6. INFRINGEMENT. ASSIST represents that it owns all the Licensed Software
and Related Documentation and ASSIST will defend at its expense any claim or
action brought against LICENSEE to the extent that such claim or action is based
upon a claim that the Licensed Software or Related Documentation, used within
the scope of this Agreement by LICENSEE infringes on a United States copyright,
United States patent or trade secret. ASSIST will pay all adjudicated claims and
all settlements entered into and all damages and costs awarded against LICENSEE
including but not limited to reasonable attorneys fees that are awarded against
LICENSEE provided that:
(a) LICENSEE gives ASSIST immediate written notice of all claims of
any such infringement and any suits brought or threatened against LICENSEE due
to such infringement;
(b) LICENSEE gives ASSIST authority to assume the defense through its
own counsel and to compromise or settle any such suits (any non-adjudicated
settlement must be agreed to by ASSIST);
(c) LICENSEE provides full information, cooperation, and support
necessary to assist defense or settlement of the claim;
(d) Such action is not based on any copyright, trade secret, patent or
other proprietary information where
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<PAGE>
(i) the software has been altered by LICENSEE if such
infringement would have been avoided by the use of unaltered software; or
(ii) the use of the Licensed Software with non-ASSIST software
system or data, if such infringement would have been avoided by the use of the
Licensed Software without such other software, system or data; and
(e) LICENSEE has obtained or will obtain all third party software and
licenses which are necessary to operate the Licensed Software.
The foregoing states the entire liability of ASSIST with respect to
infringement or claimed infringement of any copyrights, patents or trade secrets
or other intellectual property rights by the Licensed Software and Related
Documentation or any part thereof.
7. LICENSE FEE. In consideration of the license granted hereby, LICENSEE
shall pay ASSIST a single one-time license fee of [...***...]. The license
fee is based on the size of the IBM AS/400 processor on which the Licensed
Software is licensed to run. If the LICENSEE upgrades the IBM AS/400
processor, LICENSEE shall notify ASSIST of such upgrade, and ASSIST has the
right to appropriately increase the license fee and any such increase will be
based on the difference in price between the size of processor on which the
Licensed Software is licensed to run and the upgraded model.
8. TERMS Upon execution of this Agreement, ASSIST shall make available to
LICENSEE, the Licensed Software and Related Documentation and company personnel
to install and train LICENSEE's employees to use said system.
(a) LICENSEE agrees to pay [...***...] the full amount of the
license fee upon execution of this Agreement. [...***...] of the full amount
on October 15th, 1998. [...***...] of the full amount upon completion of the
installation and pilot test. The remaining [...***...] of the full license
fee will be paid upon going live or January 31st, 1998 whichever occurs first.
(b) LICENSEE acknowledges and agrees that it has been informed that
the Licensed Software contains a "time bomb" which will not be deactivated
until LICENSEE has paid ASSIST for the full amount of the license fee.
9. LIMITED WARRANTY. LICENSEE accepts the Licensed Software for the
functions it will perform for LICENSEE, LICENSEE having conducted its own
investigation therein.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ASSIST DOES NOT MAKE, AND
LICENSEE HEREBY EXPRESSLY WAIVES, ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY AND ALL WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
PURPOSE. IN NO EVENT SHALL ASSIST BE
*CONFIDENTIAL TREATMENT REQUESTED
4
<PAGE>
LIABLE FOR ANY DAMAGES, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES,
ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE PROVIDED By ASSIST
HEREUNDER, EVEN IF ASSIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL ASSIST BE LIABLE TO LICENSEE OR ANY THIRD PARTY
FOR ANY REASON.
LIMITATION OF LIABILITY. Except for claims of infringement, as provided
herein, and except for loss caused to LICENSEE by intentional acts or
omissions by ASSIST, the entire liability of ASSIST for any claim of defect
or breach of warranty, and the sole exclusive remedy of LICENSEE shall be the
replacement of any transfer media which does not meet the limited warranty.
EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT WILL ASSIST OR ANY OF ITS
OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT
LIMITED TO, LOST PROFITS, LOST SAVINGS OR OTHER DIRECT, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF, INABILITY TO USE, OR THE
RESULT OF USING LICENSED SOFTWARE AND RELATED DOCUMENTATION, EVEN IF ASSIST
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY CLAIM BY ANY PARTY.
10. MAINTENANCE AND SUPPORT. As and when available from time to time and
when generally released by ASSIST to its customers, ASSIST shall provide to
LICENSEE updates and upgrades for the Licensed Software and make available to
LICENSEE across via telephone, Support through the Assist support desk, for
advise regarding the use of the Licensed Software. At the expiration of the
three month warranty, LICENSEE shall pay an annual fee for ongoing software
Support and upgrades at the rate established by ASSIST, which is currently
[...***...] of the list price of the software. If LICENSEE upgrades the
Licensed Software, it is entitled to one copy of the latest Related
Documentation for each module installed. Additional Related Documentation may
be licensed by LICENSEE at the rate then being charged by ASSIST. Support
does not include, among other things, supporting custom programs or fixing
and/or modifying any data. If LICENSEE does not elect to pay an annual fee
for ongoing software Support and upgrades, LICENSEE may elect to pay ASSIST
the hourly and per/call rate then being charged by ASSIST for ongoing Support
and LICENSEE shall also pay the software upgrade charge set by ASSIST if
LICENSEE desires the software upgrades. Any requested Related Documentation
will be provided to LICENSEE at the rate then being charged by ASSIST.
11. GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the state of Utah, and any action hereunder shall be
brought in Salt Lake County, State of Utah.
12. LICENSED SOFTWARE AND RELATED DOCUMENTATION OWNERSHIP. LICENSEE
acknowledges that ASSIST is the sole owner and developer of the Licensed
Software and Related Documentation. All rights, title and interest in or to the
Licensed Software and Related
*CONFIDENTIAL TREATMENT REQUESTED
5
<PAGE>
Documentation, and any copyrights, including moral rights, and all rights to
make reproductions and any information on or contained within the Licensed
Software, and all trademarks, patents or trade secrets associated with the
Licensed Software, wherever resident and on whatever media, shall remain with
ASSIST. LICENSEE shall take all reasonable steps necessary to protect the
proprietary nature of the software and Related Documentation against any
unauthorized use and/or disclosure.
13. ASSISTANCE by LICENSEE. LICENSEE shall provide ASSIST with full, good
faith cooperation and such information as may be required by ASSIST in order to
provide the services hereunder. In particular, LICENSEE shall:
(a) provide ASSIST with specific and detailed information concerning
LICENSEE's workflow and procedures as they related to the Licensed Software;
(b) make available to ASSIST the data and files needed to implement
and test the Licensed Software; and
(c) make available to ASSIST, personnel of LICENSEE for the
development and testing of the Licensed Software and training users hereof.
14. MISCELLANEOUS. The following miscellaneous provisions shall apply to
this Agreement:
(a) MODIFICATION OF AGREEMENT. This Agreement can only be modified
by a separate writing, other than an instrument of payment, signed by all
parties.
(b) DEFAULT. If either party defaults in any of the covenants or
agreements herein contained, the defaulting party will pay all costs and
expenses, including reasonable attorneys fees, incurred by the other party in
enforcing its rights arising under this Agreement, whether incurred through
legal action or otherwise, including reasonable attorneys fees incurred in
enforcing any arbitration award or decision.
(c) ENFORCEMENT. LICENSEE acknowledges that any remedy of law for
breach of any confidentiality provisions or non-disclosure provisions herein
would be inadequate, acknowledges that ASSIST would be irreparably damaged by
any actual or threatened breach thereof, and agrees that ASSIST shall be
entitled to an injunction restraining LICENSEE from any actual or threatened
breach of such provision, as well as any further appropriate equitable relief
without any bond, or other security being required. In addition to the
foregoing, ASSIST shall be entitled to any remedies available at law, equity,
or by statute.
(d) SEVERABILITY. If and to the extent that any court of competent
jurisdiction holds any Provision or any part hereof to be invalid or
unenforceable, such holding shall in no way affect the validity of the
remainder of this Agreement.
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(e) WAIVER. No failure by either party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement,
or to exercise any right or remedy upon the breach thereof, shall constitute
a waiver of any breach of this Agreement.
(f) ENTIRE AGREEMENT. This Agreement contains the entire agreement
of the parties and supersedes all prior agreements, negotiations, and
understandings between the parties.
15. ASSIGNMENT. Customer may transfer or assign its rights under this
agreement to a third party located in Canada or the USA who has purchased all
or substantially all of the customers assets or capital stock who is not a
competitor of Assist and who agrees in writing in advance to be bound by the
terms herein. Except as provided above Customer is prohibited from
transferring or assigning, encumbering or otherwise pledging any of its
rights or obligations under this agreement without prior written consent of
Assist which shall not be unreasonably denied.
16. ACKNOWLEDGMENT. LICENSEE ACKNOWLEDGES THAT ITS AUTHORIZED AGENTS
HAVE READ AND UNDERSTAND THIS SOFTWARE LICENSE AGREEMENT, AND THAT THE
LICENSEE AGREES TO BE BOUND BY ITS TERMS, AND CONDITIONS. LICENSEE
ACKNOWLEDGES THAT THIS WRITTEN AGREEMENT EXPRESSES THE ENTIRE AGREEMENT
BETWEEN LICENSEE AND ASSIST AND SUPERCEDES ANY PRIOR COMMUNICATIONS, ORAL OR
WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
17. NOTICE. Any notice required or permitted to be sent under this
Agreement, shall be delivered by hand or mailed by registered or certified
mail, return receipt requested, to 800.COM, Inc. at 513 NW 13th Ave, Suite
500, Portland, OR 97209 and to ASSIST CORNERSTONE TECHNOLOGIES, INC., at 77
West 200 South, Suite 500, Salt Lake City, Utah 84101.
IN WITNESS WHEREOF, the parties have signed this Software License
Agreement as of the date above first written.
ASSIST CORNERSTONE LICENSEE
TECHNOLOGIES, INC.
Signature: /s/ Russell Wilsing Signature: /s/ Gregory L. Drew
--------------------------- ---------------------------
Name: Russell Wilsing Name: Gregory L. Drew
-------------------------------- --------------------------------
Title: CFO Title: PRESIDENT, CEO
------------------------------- -------------------------------
7
<PAGE>
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4),
200.83 and 230.406
Page ___ of ___ GOVERNMENT OF THE DISTRICT OF COLUMBIA Encumbrance Code:
Office of Contracting and Procurement
PURCHASE NOTIFICATION
P/N NO: T00C9 122720
REQUISITIONER
/ / 1(a) REQUISITION
(Check One) [ / / 1(b) RELEASE AGAINST DCSS NO. _____
[ / / 1(c) PURCHASE ORDER (OCP use only)
2. Requisition Date: 2/10/99
3. Requested Delivery Date: / /
4. Requisitioner Name: Mary Ellen Hanley
5. Requisitioning Agency: OCT
6. REQUISITIONING OFFICE:
Address: Office of Chief Tech.
441 4th St., NW 9305
Washington, DC 20001
Telephone # 202-727-2277
Fax: 202-727-6857
7. DELIVER TO: (complete if different from Requisitioning Office)
Address: Same
Name of Contact:
Telephone #
Fax:
7. BILL TO:
Address: Same
Name of Contact:
Telephone #
Fax:
PROCUREMENT
PROCUREMENT AUTHORIZATION RELEASE, PURCHASE ORDER OR OTHER (SEE BLOCK #12)
<TABLE>
<CAPTION>
LINE NIGP CODE PRODUCT DESCRIPTION UNIT QTY UNIT PRICE AMOUNT
9(a) 9(b) 9(c) 9(d) 9(e) 9(f) 9(g)
<S> <C> <C> <C> <C> <C> <C>
01 958-23 ASSESSMENT, REMEDIATION [...***...]
OF Y2K APPLICATION PER
ATTACHED ILLEGIBLE
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL PRICES MUST BE INCLUSIVE OF FREIGHT CHARGES
TOTAL: [...***...]
</TABLE>
15. SUPPLIER INFORMATION:
Name: Titan/CAP Gemini
Supplier Address: 1900 Campus Commons
Drive Suite 600
Reston, VA 22091
Name of Contact: M. Walker
Telephone #: 800-227-4230 x1785
DUNS #:
Tax I.D. #: 134008544
10. P.O. Date: / /
11. Quote Date: / /
12. If used in conjunction with a Contract award, Purchase Order is placed in
accordance with all provisions of Contract No: _____________________
13. Time Discount
-------------
Terms
(Applies to Purchase Order Only)
14.
F.O.B. ________________
Delivery Date:
/ /
CERTIFICATIONS
16. AUTHORIZING REQUESTING OFFICIAL
Authorizing Official:
Illegible Date: 2/10/99
(MUST ENSURE AN ESTIMATED AMOUNT HAS BEEN PROVIDED IN BLOCK #20 FOR ALL
PURCHASE NOTIFICATIONS)
17. FISCAL CERTIFICATIONS
Pre-Encumbrance: (APPLICABLE IN PURCHASES OVER $25,000 ONLY)
Illegible
Date: 2/16/99 Amount: [...***...]
Encumbrance:
Illegible
Date: 4/16/99 Amount: [...***...]
18. PROCUREMENT CERTIFICATIONS
Contract Specialist:
Illegible Date: 4/5/99
Contracting Officer:
Illegible Date: 4/5/99
RECEIVER
19. RECEIVING AND ACCEPTANCE
<TABLE>
<S> <C> <C>
Partial or Final Shipment Date of Receipt Quantity agrees with Order: / / YES / / NO
/ / PARTIAL / / FINAL / / IF AMOUNT DIFFERS, COMPLETE NEXT SECTION BELOW:
</TABLE>
<TABLE>
<CAPTION>
LINE PRODUCT DESCRIPTION QTY RECEIVED QTY REJECTED DIFFERENCE
<S> <C> <C> <C> <C>
RECEIVING EMPLOYEE SIGNATURE: Date: / / RECEIVING # (IF APPLICABLE)
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
TITAN LOGO
FIXED PRICE PROPOSAL FOR THE
GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE CHIEF TECHNOLOGY OFFICER
PART I - TECHNICAL PROPOSAL
15 MARCH 1999
TITAN PROPOSAL NO. BP03
- -------------------------------------------------------------------------------
THIS PROPOSAL OR QUOTATION INCLUDES DATA THAT SHALL NOT BE DISCLOSED OUTSIDE
THE GOVERNMENT OF THE DISTRICT OF COLUMBIA AND SHALL NOT BE DUPLICATED, USED
OR DISCLOSED - IN WHOLE OR IN PART - FOR ANY PURPOSE OTHER THAN TO EVALUATE
THIS PROPOSAL OR QUOTATION. IF, HOWEVER, A CONTRACT IS AWARDED TO THIS
OFFEROR AS A RESULT OF - OR IN CONNECTION WITH - THE SUBMISSION OF THIS DATA,
THE GOVERNMENT OF THE DISTRICT OF COLUMBIA SHALL HAVE THE RIGHT TO DUPLICATE,
USE OR DISCLOSE THE DATA TO THE EXTENT PROVIDED IN THE RESULTING CONTRACT.
THIS RESTRICTION DOES NOT LIMIT THE GOVERNMENT'S RIGHT TO USE INFORMATION
CONTAINED IN THE DATA IF IT IS OBTAINED FROM ANOTHER SOURCE WITHOUT
RESTRICTION. THE DATA SUBJECT TO THIS RESTRICTION ARE CONTAINED IN ALL PAGES
OF OUR PROPOSAL.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
TECHNICAL PROPOSAL FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA FOR YEAR
2000 SERVICES
The District of Columbia Office of the Chief Technology Officer is
responsible for ensuring that the Information Technology (IT)
systems in the District government are Year 2000 (Y2K) ready. As a
result of a completed assessment of the District's IT Remediation
and testing status, the Chief Technology Officer has identified a
requirement for implementation services to assist in the District's
Y2K readiness initiative and has issued a Task Order for these
services. The Titan Corporation ("Titan") with its subcontractor,
Cap Gemini America, Inc. ("Cap Gemini"), is please to respond to
this Task Order and hereby submits this Technical Proposal to
provide the required/requested services.
EXECUTIVE SUMMARY:
Titan and its subcontractor believe that the District of Columbia
requires an efficient and proven process to address Year 2000
issues. Titan has selected an approach to support the District's
Year 2000 goal of ensuring that the impact of the IT systems
delivery on the District Government's services is minimal, and the
associated potential negative legal and economic impacts are
minimized. This approach responds to the objective of the
District's Task Order for acquiring professional services to
provide support in performing IT assessment, remediation, testing,
and Project Management support services. The District's staff
provided in Attachment 1, Non - IBM Partitions, applications to be
included in this work effort.
This proposal is divided into two parts. One of two processes will
be applied to both of the parts. The code will either be assessed,
remediated, and tested or it will be tested only depending on its
status at the time. The first part is a fixed price per Line of
Code (LoC) proposal for those elements for which the DC Government
provided specific line of code and language identification. These
applications are identified in Attachment 2, FP/LoC - Languages and
Lines of Code. The second is also a fixed price per LoC proposal to
support the District on those applications in Attachment 3, FP/LoC
- Applications without Language and/or Lines of Code. This second
part is not limited to the applications listed in Attachment 3 and
will apply also to applications identified during the in-depth
inventory/assessment phase of the project.
- --------------------------------------------------------------------------------
1
<PAGE>
PART 1 FIXED PRICE/LoC PROPOSAL
Part 1, the Fixed Price/LoC Technical Proposal, delineates two
activities. The first activity, coordinate Project Management Activities
with the IBM Project Office, will be performed by Titan and will include
planning, monitoring, and reporting on the IT remediation and testing
initiatives. In addition to coordinating efforts with IBM, Titan will
coordinate the effective integration of the activities performed by
Cap Gemini and Titan and any third party vendors required in the
performance of this Task Order. This active coordination will ensure that
a common methodology is maintained across the entire IT portfolio for
which Titan is responsible.
Deliverables (Appendix 1) for this activity will include:
- Project plans which identify and assign tasks, major milestones for
the efforts of the project team, and estimated dates on which tasks
will be completed using Microsoft Project and the agreed upon
standard reports. Any project plan variances will be identified and
addressed with a recovery plan on a weekly basis.
- Daily, weekly, and monthly reports that measure and track progress
according to the plan; issue resolutions, and resolve deviations from
the project plan.
- Weekly status meetings conducted with the District and IBM Project
Teams to review project status.
- Weekly status reports provided to the District Year 2000 Program
Manager and weekly Project Management plans provided to District
Project Manager.
- Project communications prepared using Lotus Notes. The DC Government
will provide software and training.
For the second activity, IT Application Conversion and Test, Titan will
provide services to remediate and selectively test the application work
packages defined by the DIstrict in Attachment 2, "Fixed Price/LoC."
Titan's plan will include identification of necessary infrastructure
modifications to prepare a Y2K-ready operating environment for the
identified DIstrict applications. Services will include:
- Conducting an analysis of the applications and the infrastructure
environment and developing remediation plans,
- Converting code for all code not identified as "test only,"
- Testing an agreed upon percentage of the converted code using an
agreed to testing methodology at a non-District test environment (see
Appendix 3, Validate Phase),
- Returning tested code to the production environment, and
- Producing reports and meeting with agencies for confirmation of
system Y2K readiness.
- -------------------------------------------------------------------------------
2
<PAGE>
PART 2 FIXED PRICE/LoC - APPLICATIONS (KNOWN AND UNKNOWN) WITHOUT
LANGUAGE AND/OR LINES OF CODE (FP/LoC - UNSPECIFIED APPLICATIONS):
The FP/LoC - Unspecified Applications portion of this proposal provides
a work effort for assessment, remediation and testing of those
applications where inadequate information was available to determine the
lines of code and the languages at the time of this proposal. Attachment
3, FP/LoC - Applications without Language and/or Lines of Code, defines
the Agencies and applications to which this effort currently applies.
Additional Agencies and Applications will be added as they are
identified.
ASSUMPTIONS:
In order to respond to the District's Task Order, Titan made the
following assumptions:
- The DC Government-provided Attachment 1 titled Non-IBM
Partitions forms the basis for this proposal. The extract of
applications where the DC Government was able to define the
lines of code are identified in Attachment 2 and are the basis
for the fixed price portion of this proposal. The applications
where the line of code estimates were not available are
contained in Attachment 3 and form the basis of the FP/LoC -
Unspecified Applications portion of this proposal.
- The Titan/Cap Gemini project team ("the Titan Team" or "the
Team") can supply support to the DC Government for certain DC
Government project responsibilities. Examples of this support
are Source Code Collection, Execution of Baseline (DC Government
Subject Matter Experts (SMEs) would have to direct these
efforts). If these services are desired they will be contracted
under a separate task order.
- Easytrieve is estimated to consist of 50 programs with an
average of 2,000 LoC per program.
- Titan/Cap Gemini estimates that the number of copybooks is equal
to the number of COBOL programs and the average size is 200 LoC
(5,500 x 200 = 1,100,000 LoC).
- Titan/Cap Gemini estimates that the number of batch jobstreams
is equal to the number of COBOL programs and the average size is
100 LoC (5,500 x 100 = 550,000 LoC).
- Subject Matter Experts (SMEs) will be available from the DC
Government to develop and produce test cases for validation
activities.
- Baseline development and execution are accomplished according to
the Project Schedule and Project Plan.
- SMEs will review the DataMaps and identified date variable listing
according to the project schedule.
- -------------------------------------------------------------------------------
3
<PAGE>
- The Titan Team will identify hardware needs with the DC
Government and IBM to size the test computing environment. The
DC Government will contract directly with IBM to provide Data
Center services for testing for IBM MVS based mainframe testing.
The DC Government agrees to absorb all costs associated with
providing Data Center services, including required software and
systems programming support.
- SMEs and the Titan Team will work together to develop a selective
testing strategy -- generally, testing only the programs that
have changed and other programs identified by the DC Government.
This is an increased risk inasmuch as not all of the programs
will be tested. We believe that selective testing is necessary
to achieve the aggressive project schedule. Assumptions
surrounding selective testing are:
- Selective testing will be applied to test 30% of the
programs in the FFP effort only. Due to the short timeframe
available, the selective testing approach is required.
- DC Government will identify the programs to be tested.
- DC Government will provide independent and re-startable tests
for the programs to be tested.
- Test Only IBM / MVS Mainframe based COBOL, Easytrieve and Focus
programs (Additional assumptions associated with Test Only are
contained in Appendix 5):
- The key assumption with the Test Only is a 10% defect rate
in the code to be tested.
- If the DC Government provides MicroFocus lines of code for
testing, the DC Government will also provide a suitable test
platform with the necessary software.
- The technical approach to the renovation will be Interpretation
(windowing).
- The program high, medium, low complexity mix is 1:1:1, as
described in the Project Plan.
- Dates on screens and reports will not be expanded.
- DC Government will have completed the following activities
before Week One (Kickoff week) of the Project Schedule:
- District will have qualified, quantified, linked, compiled, and
staged the Implementation Group inventory as described in the
Activities section of the Titan Project Plan, and according
to the guidelines established in the Extraction Toolkit
provided by Cap Gemini.
- District will have created the Baseline application program
environment from the same Production source programs that are
to be extracted and sent to the Application Renovation Center
(ARC) for renovation.
- -------------------------------------------------------------------------------
4
<PAGE>
- Extracted source code and confirmed DataMaps are expected to be
received according to the Project Schedule. Late shipments or
elements found by the ARC to be missing from the program logic
that result in delays will be presented to the DC Government as
Project Impacts for approval or acknowledgment.
- DC Government will include whole applications, as opposed to selected
pieces, in the Implementation Group inventory to allow the ARCDRIVE
toolset to detect hidden dates and resolve usage.
- DC Government will confirm the DataMaps within 20 business days of
receiving the DataMaps from the ARC.
- DC Government will provide sign-off on all deliverables within five
working days of receipt. Five working days after the deliverables
have been in the District's hands, deliverables will be deemed
accepted by the DC Government unless Titan is notified otherwise in
writing.
- Renovation will be limited to date fields and date-related fields.
- Any required bridging will be limited to batch bridges and will be
accomplished using the standard Cap Gemini Universal Data Migrator
(UDM) utility.
- Resolution of issues not specified in the Renovation Specification
that result in renovation errors is outside the scope of this
Proposal. In this case and in others, we will utilize the DC
Government's issue resolution process.
- Baseline tests will be independent, repeatable, and re-startable.
- Initiator priority and on-line priorities at near-production level
will be available.
- Baseline test data will not exceed the lesser of 1% of production
test data or 1,000 records to create manageable test data volumes.
- The Titan Team will document any project variations with a Project
Impact Report (PIR), and the DC Government agrees to address and
resolve the PIR within 24 hours.
- Date-related changes made to production programs or file layouts
since the Baseline was extracted that require re-renovation of the
affected programs are considered outside the scope of this Technical
Proposal. In this case and in others, we will utilize the DC
Government's issue resolution process.
- This Technical Proposal for the FFP part of the contract combined
with the Project Plan describes all the work to be performed and the
deliverables that will be provided. Work or deliverables not
contained in this Technical Proposal and/or Project Plan are
considered out-of-scope and are excluded from this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentiality agreement
(Document Z-1400) or the Consulting Agreement -- TransMillennium-TM-
Services will be signed before holding the Pre-Kickoff Meeting by
Titan, the DC Government, and its third-party vendors who will be
working on this project.
- --------------------------------------------------------------------------------
5
<PAGE>
SCOPE:
The Titan Project Team proposes to support the District's Year 2000
effort on a fixed price per LoC basis for applications totaling at
least 8.1 million lines of code (Attachment 2), 5,700,000 of which are
hosted on mainframe systems and 2,400,000 are hosted on other
platforms. In addition, Titan proposes to also provide support for
unlisted Agencies and applications identified during the inventory/
assessment phase as well as those 116 applications (Attachment 3)
where inadequate information was available at the time of the
proposal to determine the number of lines of code to be remediated
and/or tested. The Team anticipates that the majority of its effort
will be to assess, remediate, and selectively test the code that is
provided. The body of this proposal addresses this effort. Appendix 5.
addresses the level of support to be provided for code that is to be
tested only.
PART 1--FIXED PRICE/LoC PROPOSAL (ANNEX 2):
MAINFRAME CODE (23 APPLICATIONS TOTALING 5,700,000 LINES OF CODE):
Cap Gemini, in support of Titan, will focus its efforts on the biggest
part of the Year 2000 challenge, the mainframe programs written in
COBOL, FOCUS and Easytrieve.
The Titan Team understands that the DC Government has a significant
inventory consisting of approximately 5,500 COBOL programs and
approximately 1,000 programs in other known languages. With an
inventory this large, this is an enormous task to complete in the
next year. Considering the COBOL/Focus portions of the inventory,
working every day in 1999, including weekends and holidays, more than
23 programs have to be renovated, validated, and implemented each
day. Looking at this project velocity from a standard workweek
perspective, 169 programs must be renovated, validated, and
implemented in each of the 50 workweeks in 1999. The Team proposes
a strategy for handling this volume of work, provided the significant
assumptions are realized.
Understanding the stringent requirements and time constraints, the Team
is proposing an accelerated approach to addressing the Year 2000
challenges in the District. They propose to perform a Set-Up to
prepare the environment and get ready for the accelerated project. The
Set-Up will take the entire first month of the project. The Team will
then begin two approximately equal sized COBOL Implementation Groups
(IGs), with the second IG addressing the Focus code- each beginning on
March 1, 1999. They anticipate ending the COBOL projects six months
later, and the Focus project an additional 15 days later.
- --------------------------------------------------------------------------------
6
<PAGE>
OTHER LANGUAGES/PLATFORMS (29 APPLICATIONS TOTALING 2,400,000 LINES OF
CODE):
Titan will provide assessment, code collection assistance, and
renovation for the other languages identified in Attachment 2.
Significant effort will be expended coordinating and managing this
effort at eight different agencies for 29 applications containing
14 different languages. Active partnering with the agency owners of
this code will be required to effectively complete the renovation
in a timely manner. Titan will provide documentation detailing
requirements for collecting the code from the various sites and
will work with District IT personnel to efficiently accomplish this
effort.
PART 2 FP/LoC--UNSPECIFIED APPLICATIONS PROPOSAL:
Attachment 3 identifies Agencies/applications where lines of code
were not provided by the DC Government. Titan proposes to
accomplish this effort on a fixed price/LoC basis also. This
proposal effort includes three tasks--Inventory/assessment,
Remediation, and Testing:
- The Assessment effort will involve first meeting with the applicable
Agency staffs and collecting source code. Then a complete analysis of
the code to identify and prepare Year 2000 affected code for
Remediation will be accomplished. Based on these assessments,
recommended Remediation approaches will be presented to the DC
Government before Remediation is begun.
- The Remediation effort will be based on the analysis and discussions
made above. This will include changing the code and preparing it for
testing.
- Selective Testing as discussed above in the FP/LoC section of this
proposal will be conducted in the Test Phase of this portion of the
proposal in order to accommodate the compressed schedule issues.
Based on the extent and nature of the remediation efforts
accomplished above, a test plan will be prepared for DC Government
approval prior to beginning the Test Phase.
PROJECT MANAGEMENT:
Success in a project like this depends on an excellent and proven
technical approach, and it requires a significant and disciplined
Project Management approach. Because of the unusual size and time
constraints of this project, Titan proposes that we, the District,
and Cap Gemini establish a Sponsor's Committee to oversee these
efforts. We suggest that senior management of all organizations
participate in the oversight effort.
ROLES AND RESPONSIBILITIES:
The goal of making an application ready for the Year 2000 can
only be realized through coordination and cooperation of the
parties. To ensure that there is no duplication of efforts or
missing elements to thwart this goal, the roles and
responsibilities for each are outlined below.
- --------------------------------------------------------------------------------
7
<PAGE>
TITAN TEAM RESPONSIBILITIES:
In addition to the assignment of responsibilities that will be detailed in
the Activities and Deliverables sections of the Titan Project Plan, the
Titan Team will support the District by:
- Extracting the qualified, quantified, and staged source in PDS format
from the staging libraries; extraction from source management
libraries such as Panvalet is outside the scope of this Technical
Proposal.
- Providing Project Management across the spectrum of tasks to be
performed throughout the period of performance.
- Remediating all code identified in the scope.
- Providing testing on approximately 30% of the mainframe code identified
in the FFP attachment.
- Conducting a checkpoint meeting with the DC Government when the renovated
code is returned from the ARC to review the renovation results,
deliverables, and the validation strategy.
Note: Any re-renovation due to changed specifications or changes to
production following extraction is out of scope and will be handled as
Project Impacts.
DC GOVERNMENT RESPONSIBILITIES:
In addition to the assignment of responsibilities that will be detailed
in the Activities and Deliverables sections of the Titan Project Plan,
the DC Government will:
- Establish a Sponsors Committee whose members are able to make
decisions about the project and are committed to attending the meetings.
- Appoint a Project Executive and a full-time Project Manager.
- Assure participation of Titan and Cap Gemini in the DC Government weekly
status meetings.
- Provide Subject Matter Experts (SMEs) knowledgeable of the
applications, file structures, and data included within the
Implementation Groups to participate primarily in building the
Baseline tests, developing the Renovation Specification, confirming
the DataMap, reviewing the 20XX test results, and reviewing the
identified date variable list.
- Provide to Titan Team the compile and link JCL and procedures used to
resolve the inventory and compile the Baseline.
- Prior to Baseline execution, provide and install debugging,
capture/playback, comparison and resynchronization tools, as
documented in the Tools Guide provided by Cap Gemini in Appendix 4.
- Provide documentation for the source to be renovated (i.e., how
programs are supposed to run and system flows for batch; man-machine
interface such as user guides for online) in accordance with
documentation to be provided by the Titan Team.
- Provide Known Date Variable list to Titan.
---------------------------------------------------------------------------
8
<PAGE>
- Provide Language Reference Manuals (if required). Some languages may
require that the District supply the corresponding language reference
manual to ensure language training is correct.
- Provide Baseline documentation to Cap Gemini, including hardcopy job
output, system flows (batch JCL and on-line scripts), input control
cards, job sequences, location and naming of input/output files, and
databases.
- Minimize date-related changes to production programs and make no file
layout changes once the Baseline is extracted.
- Modify production JCL to incorporate any required bridges and prepare
turnover procedure for implementation to production.
- Plan conversion of the production data, test the conversion programs,
and document the conversion procedure.
- Provide copy and load libraries.
- Provide the compile, link, and bind procedures for migration to
production.
- Be responsible for all implementation activities and review of
procedures for volume promotion.
INVESTMENT SUMMARY:
Based on the scope of work, assignment of responsibilities, deliverables
(Appendix 1) and assumptions described elsewhere in this Technical
Proposal, Titan will, as part of this Year 2000 Implementation Group
project, help the DC Government Renovate, Validate and Implement or Test
only the identified inventory in the revised Attachment 1, Non-IBM
Partitions, and Attachment 2 for a fixed price/LoC. In addition, Titan
will provide services for the applications where there was inadequate or
incomplete information available to define the number of lines of code
and to those Agencies and applications requiring support that were not
identified in Attachment 1. The Agencies and the number of applications
in the currently identified portion are listed in Attachment 3. All
out-of-scope work or variances to Titan's estimating assumptions that
require additional work or result in project delays will be presented to
the DC Government in the form of a Project Impact Report for approval or
acknowledgment.
---------------------------------------------------------------------------
9
<PAGE>
APPENDIX 1: DELIVERABLES
The deliverables to be created and made available to DC Government under
this Statement of Work are limited to the following:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
--------------------------------------
(X = LEADS X = PARTICIPATES) TITAN TEAM DC GOVERNMENT
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
SET-UP
- Year 2000 Project-Related Presentations X
-------------------------------------------------------------------------------------------------------
- Test Environments (Baseline, 19XX, 20XX, Production) X
-------------------------------------------------------------------------------------------------------
- Extraction Toolkit X
-------------------------------------------------------------------------------------------------------
- Baseline Testing Guide X
-------------------------------------------------------------------------------------------------------
- Qualified, Quantified, Linked, Compiled and Staged Inventory X
-------------------------------------------------------------------------------------------------------
RENOVATE
- Project Quality Plan X
-------------------------------------------------------------------------------------------------------
- Detailed Project Plans X X
-------------------------------------------------------------------------------------------------------
- Extracted IG Inventory X
-------------------------------------------------------------------------------------------------------
- IG-Specific Complexity Analysis Sessions X X
-------------------------------------------------------------------------------------------------------
- Identified IG Complexities X
-------------------------------------------------------------------------------------------------------
- IG Complexity Solutions X X
-------------------------------------------------------------------------------------------------------
- Unconfirmed DataMaps X
-------------------------------------------------------------------------------------------------------
- DataMap Review and Renovation Standards Presentations X
-------------------------------------------------------------------------------------------------------
- Renovation Specifications
- Renovation Complexities/Solutions X X
-------------------------------------------------------------------------------------------------------
- Confirmed DataMap X
-------------------------------------------------------------------------------------------------------
- Renovation Standards (see Appendix 2) X
-------------------------------------------------------------------------------------------------------
- Renovated source (programs, copybooks, JCL, PROCs, etc.) with
line-of-code comments documenting each change made X
-------------------------------------------------------------------------------------------------------
- External Change Log X
-------------------------------------------------------------------------------------------------------
</TABLE>
---------------------------------------------------------------------------
10
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
----------------------------
(X = LEADS x = PARTICIPATES) TITAN TEAM DC GOVERNMENT
- ---------------------------------------------------------------------------
<S> <C> <C>
- - DataMap Extracts X
- ---------------------------------------------------------------------------
- - Required Year 2000 Called Modules
(subroutines) X
- ---------------------------------------------------------------------------
- - Called Modules Guide X
- ---------------------------------------------------------------------------
- - Model Batch (UDM) Bridge(s)(if required) X
- ---------------------------------------------------------------------------
VALIDATE - 30% OF INVENTORY IDENTIFIED IN
THE SCOPE OF WORK SECTION
- - Baseline Test Data and Scripts X
- ---------------------------------------------------------------------------
- - Completed Baseline with Capture of All X
Input, Output and Intermediate Files and
Reports
- ---------------------------------------------------------------------------
- - Universal Data Migrator (UDM) X
- ---------------------------------------------------------------------------
- - UDM Guide X
- ---------------------------------------------------------------------------
- - UDM Training X
- ---------------------------------------------------------------------------
- - 19XX Test Results X
- ---------------------------------------------------------------------------
- - 19XX Test Acceptance X
- ---------------------------------------------------------------------------
- - Time-Warped Baseline Data X
- ---------------------------------------------------------------------------
- - 20XX Test Job Logs X
- ---------------------------------------------------------------------------
- - Determination of 20XX Test Correctness X
- ---------------------------------------------------------------------------
- - 20XX Test Acceptance X
- ---------------------------------------------------------------------------
IMPLEMENT
- - Freeze Notification X
- ---------------------------------------------------------------------------
- - Resynchronized Source Code x X
- ---------------------------------------------------------------------------
- - Production-ready UDM Bridges (if required) X
- ---------------------------------------------------------------------------
- - Converted Production Data, if necessary X
- ---------------------------------------------------------------------------
- - Migrated (to Production) IG Components X
- ---------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------------------------------
11
<PAGE>
APPENDIX 2: RENOVATION STANDARDS
The Application Renovation Center (ARC) renovation process is carefully
designed to transform programs according to the Renovation Specification
with minimum disruption to the working logic of the program. This is to
ensure the highest quality renovation and the lowest risk during
testing. The renovation process may include data fields that are either
expanded or interpreted (suppressed), which is determined by the DataMap.
This document describes the standard changes that will be made by the
automated and manual renovation processes. Of course, there will be cases
where additional analysis and manual code changes will be required.
However, whenever possible the Titan Team will adhere to these standards.
CHANGE CODING STANDARD
Any code to be changed will be commented out and retained in the
program. All such comment lines will use a "*+" comment indicator, so that
the commented code can easily be identified and later automatically
removed. Changes by the Renovator will be identified as such. Any manual
changes will include a comment line indicating the date and author of the
changes. For example:
Y2000+*+** CGA/ARC: FIELD TEST-YY EXPANDED Y2000+
Y2000+*+ 03 TEST-YY PIC 99. Y2000+
Y2000C 03 TEST-YY PIC 9999. Y2000C
The Change Marker "Y2000+" is used for added lines and "Y2000C" for
changed lines. ARCDRIVE will insert a banner at the beginning of each
renovated COBOL program:
<TABLE>
<S> <C> <C>
Y2000+*+***************************************************************Y2000+
Y2000+*+ EDITED BY CGA/ARC RENOVATOR RENOALL V2.0a ON 1996-1-29 11:42 Y2000+
Y2000+*+***************************************************************Y2000+
</TABLE>
MAINTAIN SAME DATA FORMAT
Wherever possible, all renovated fields should retain the same basic
format as in the original code, except for an expanded area. For example:
MMDDYY becomes MMDDYYYY
YYMMDD becomes YYYYMMDD
YYDDD COMP-3 becomes YYYYDDD COMP-3
etc.
This is important to maintain the program logic that may depend on the
format.
CENTURY ADDITION TO YEAR
For expanded dates, year fields will be expanded to include the century,
either as a two-digit (19/20) or one-digit (0/1) prefix. The century field
will not be a separate field. For example:
01 TEST-YY PIC 99
will become
01 TEST-YY PIC 9999.
- ---------------------------------------------------------------------------
12
<PAGE>
This is necessary to support comparisons and calculations that may
involve the expanded field. ARCDRIVE also supports the use of single digit
century fields (0 = 1900, 1 = 2000).
DATA NAMES
There will be no change to the data names, even if the field contains
"YY". This is necessary to preserve the references to the field throughout
the program and in related programs.
EXISTING CENTURY FIELDS
Existing century fields will be moved to become a redefinition of the
first two digits of the expanded year fields. For example:
03 DATE14.
05 DATE14-CC PIC XX.
05 DATE14-YY PIC XX.
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
will become:
Standard (A disposition)
03 DATE14.
Y2000+*+** CGA/ARC A263: CENTURY DATE14-CC MOVED/REMOVED Y2000+
*+ 05 DATE14-CC PIC XX. Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY PIC XX. Y2000+
05 DATE14-YY PIC XXXX. Y2000C
Y2000+ 05 FILLER REDEFINES DATE14-YY. Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
Z disposition
03 DATE14.
Y2000+*+** CGA/ARC A263: CENTURY DATE14-CC MOVED/REMOVED Y2000+
*+ 05 DATE14-CC PIC XX. Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY PIC XX. Y2000+
05 DATE14-YY PIC XXXX. Y2000C
Y2000+ 05 FILLER REDEFINES DATE14-YY Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
This is necessary to support the use of the year as a single numeric
field for comparisons and calculations. Of course, any manipulation of the
century field will be flagged for manual review, since such logic is likely
outdated.
NOTE: This also applies to an interpretation solution. The year must be
expanded since there is a "de facto" expansion already in the program.
- ---------------------------------------------------------------------------
13
<PAGE>
MOVES BETWEEN SUPPRESSED (INTERPRETED) AND EXPANDED FIELDS
A MOVE between a suppressed and expanded (or vice versa) field will generate
a call to a CGA conversion routine that will insert or remove the century.
For example:
**** CGA/ARC: DATE FORMAT CONVERSION - 'SX'
*+ MOVE CARD-DATE TO IW-CURRENT-DATE
MOVE CARD-DATE TO CGACVT-SUP1
MOVE 5 TO CGACVT-POS1
CALL CGACVT USING CGACVT-EXPAND CGACVT-AREA
MOVE CGACVT-EXP1 TO IW-CURRENT-DATE.
In the case of moving from an expanded field to a suppressed (interpreted)
field, a COBOL move may be sufficient to remove the century by truncation. In
this case, no CALL is required.
**** CGA/ARC: DATE CONV BY TRUNCATION - 'XS'
MOVE WS-DATE TO REPORT-DATE
ARCDRIVE also supports conversions between expanded or suppressed dates with
those of a single-digit century.
If CALLS are required, a COPY CGACVTWS statement will be added at the end of
WORKING STORAGE to define any work fields.
COMPARISONS OR CALCULATIONS INVOLVING SUPPRESSED (INTERPRETED) FIELDS
When suppressed fields are involved in a comparison or calculation, they will
first be expanded to temporary variables. The temporary variables will be
used in the comparison or calculation. For example:
**** CGA/ARC: EXPRESSION EXPANDED
IF TEST-YY1 > TEST-YY2
MOVE 0 TO CGACVT-POS1
MOVE TEST-YY1 TO CGACVT-SUP1
MOVE 0 TO CGACVT-POS2
MOVE TEST-YY2 TO CGACVT-SUP2
CALL CGACVT USING CGACVT-EXPAND CGACVT-AREA
IF CGACVT-EXP1 > CGACVT-EXP2
This logic is essential to properly compare or calculate suppressed fields.
REFERENCE TO SYSTEM DATE
References in COBOL programs to the system date will be replaced by CALLs to
a support routine that returns the system date in the same format, including
the century. The calls are:
ACCEPT FROM DAY CALL CGADATE USING CGA-ADAY-d xxx
ACCEPT FROM DATE CALL CGADATE USING CGA-ADATE-d xxx
MOVE CURRENT-DATE CALL CGADATE USING CGA-CDATE-d xxx
Where "xxx" is the receiving variable and "d" is the receiving disposition
('S', 'X' or 'C'). These routines can also be adjusted to simulate an
advanced system date without any special modification to the operating
system. This is very useful in testing.
- --------------------------------------------------------------------------------
14
<PAGE>
EXPANSION (ALIGNMENT) OF GROUP FIELDS AND INTERMEDIATE AREAS
When it is determined that a group field must be enlarged due to expanded
fields, any field that the group is MOVED to or from will also be expanded.
This is called "alignment".
If the group field is a redefinition of another area, the new area size will
be the maximum of the two. If necessary, the redefined area may also be
padded. If the lengths of the two redefined areas were the same before
expansion, padding will be added to make the new lengths equal.
CORRECTION OF RECORD CONTAINS CLAUSE
If a file record has been expanded, the size of the new record in the RECORD
CONTAINS clause is adjusted.
- --------------------------------------------------------------------------------
15
<PAGE>
APPENDIX 3: VALIDATE PHASE
During the Validate Phase, using the "selective testing" approach, up to
30% of the programs identified in the scope of work will be validated.
Cap Gemini believes that selective testing is necessary to achieve the
aggressive project schedule. Titan will identify which programs will be
validated, and for these programs, Titan will finalize test
environments, scripts and data, and provide independent and restartable
tests for the programs to be tested. Titan will run the final Baseline
using the prepared test scripts and test data in the Baseline
environment created for the Implementation Group, capturing all input,
output and intermediate files and reports. Titan will run the Baseline
from an environment separate from Production with sufficient DASD as
required by the Baseline plans and scripts.
Cap Gemini will install and initiate UDM for the Implementation Group,
and will activate the DataMap extracts returned from the ARC with the
renovated code. Cap Gemini will grant to Titan a non-exclusive,
royalty-free license to sublicense to the DC Government, solely for DC
Government's internal use, the UDM. The terms of the license will be
provided. Cap Gemini will conduct a session for Titan on the use of UDM
and will provide user documentation.
Cap Gemini will perform the 19XX test by running the renovated code in
the 19XX environment using the Baseline test scripts (on-line) and
scripted jobstreams (batch). Cap Gemini will execute compares of all
19XX input, output and intermediate files and reports to the Baseline
results. Cap Gemini will provide these comparison results to Titan for
review and acceptance (sign-off).
Cap Gemini will use UDM to advance years in the Baseline data by a
consistent increment, specified by Titan, for 20XX testing. Cap Gemini
will manually advance years in the Baseline scripts by the same
increment.
Cap Gemini will perform the 20XX test on the renovated code in the 20XX
environment using the incremented data and scripts to demonstrate that
the renovated programs run to completion. Cap Gemini will provide the
20XX test job logs to Titan for acceptance of successful job completion.
Titan will provide signed acceptance of the 20XX test based on the
validity of the 20XX test execution.
Because 20XX test results are expected to contain legitimate differences
from Baseline and 19XX results, Titan will provide SMEs to anticipate
the expected results and to verify the correctness of the actual results.
- --------------------------------------------------------------------------------
16
<PAGE>
APPENDIX 4: TOOLS GUIDE
1. PURPOSE
The purpose of this document is to describe the tools and techniques that
will add to the productivity to performing the Renovate, Validate and
Implement Phases for the defined implementation groups. These tools and
techniques may be used for a single or all Implementation Groups for the Year
2000 project. The tools and techniques described herein are to be applied to
all Implementation Groups unless otherwise indicated.
2. DEFINITIONS
The definitions associated with this Guide are found in the YEAR 2000 PROJECT
GLOSSARY.
3. REQUIRED TOOLS
3.1 COMPARISON
A very flexible comparison tool is required. The more complex the
environment (e.g., multi-format records) the more critical the need for
a robust tool. Super-C, for example, is a very weak and inflexible tool.
3.1.1 TOOL EXAMPLES
- Comparex
3.2 CAPTURE AND PLAYBACK SCRIPTING
The test process requires three to five complete, exact passes through
the scripts. This is not reasonable to expect from human operators.
Therefore, a tool that can capture the script and play it back is
essential. There is a further requirement that the captured script be
editable. There are a number of products that adequately perform this
function. They fall into two general categories, host or workstation
based. Host based tools such as CA-Playback require one license for as
many users as desired, but only support the host based testing.
Workstation based tools require a license per concurrent tester, but can
be used to test on multiple platforms with one consistent tool.
3.2.1 TOOLS
- Autotester, Autotester, Inc.
- CA-Playback, CA
- Hyperstation, Compuware
- WITT, IBM
- Others
3.3 RE-SYNCHRONIZATION
The critical need for this tool is to be able to perform at least a
three-way compare and merge of the source code. The baseline source
captured at the commencement of the renovation process, the renovated
source code, and the then current production source code at the end of
the testing process must be re-synchronized. The proper tool will
completely and reliably automate this process, highlighting when
conflicts occur. A conflict occurs when both the renovation and
production changes alter the same line of code. Conflicts, though rare,
must be resolved manually.
- --------------------------------------------------------------------------------
17
<PAGE>
3.3.1 TOOLS
- Endevor PDM
- Comparex CDF
- Version Merger, Princeton Softtech
- PVCS, Intersolv
4. HIGHLY SUGGESTED TOOLS
4.1 CONTROLLING RUN DATES FOR THE 19XX AND 20XX TESTS
There are far fewer compare discrepancies during the 19XX testing
when a universal tool is used to set the region to the run date for the
Baseline. The 20XX time warping is much more effective and consistent
when done with the proper tool as well. These tools adjust the system
date for a region, including an on-line region. Thus the Baseline and
19XX tests can be synchronized to appear to have been run on the same
day, when, in fact, months could have elapsed.
4.1.1 TOOLS
- HourGlass
- TicToc
5. SUGGESTED TOOLS
5.1 DEBUGGING TOOLS
These tools are highly dependent upon the environment. Some tools have
environmental options (e.g., DB/2 extensions) which make them more
universal. Others will only apply in certain environments.
5.1.1 TOOLS
- AbendAid (Compuware)
- FileAid (Compuware)
- Xpeditor (Compuware)
- Intertest (Intersolv)
- JCL Check (CA)
5.2 DATAMAP RESEARCH AIDS
A tool to assist in the location of where and how date fields are used
will be an especially significant productivity boost for client
application owners with limited experience in the systems they have been
afforded the responsibility to review.
5.2.1 TOOLS
- Revolve/2000 (Microfocus)
5.3 STANDARD TOOLS
These tools are so ubiquitous as to be considered a standard in every
environment. Their use is considered always available.
- --------------------------------------------------------------------------------
18
<PAGE>
5.3.1 TOOLS
- IBM Utilities
- IBM Linkage Editor
- TSO/ISPF/PDF
- Library Manager (PANVALET/LIBRARIAN)
- Universal Data Migrator (Cap Gemini)
- CGADATE/CGACVT (Cap Gemini)
- Appropriate Compilers and Assemblers (including older languages)
- MS Office Professional
- --------------------------------------------------------------------------------
19
<PAGE>
APPENDIX 5: TESTING ONLY
SCOPE OF WORK
The Titan Team's Validation Group (VG) consists of the source components
listed in the table below. A VG is a grouping of programs that are
Validated (tested) together. Cap Gemini's TransMillennium-TM- Services
will assist the DC Government with the Validation of the VG inventory by
providing tools and services that aid in Year 2000 testing utilizing Cap
Gemini's Application Renovation Methodology-SM- and the following tools
and services:
- A DataMap repository that identifies the type and format of date
related fields in all Input and Output data structures.
- Software to perform Data Aging using the information in the DataMap
repository.
- Electronic cross-reference information that will facilitate the
selection of test data, such as program to dataset and program to
copybook references.
<TABLE>
<CAPTION>
------------------------------------------------------------------
SOURCE TYPE ELEMENTS LINES OF CODE
------------------------------------------------------------------
<S> <C> <C>
MVS OS/VS COBOL and VS COBOL II
Programs (1)
------------------------------------------------------------------
Copybooks (2)
------------------------------------------------------------------
Batch Jobstreams (JCL, PROCs) (3)
------------------------------------------------------------------
</TABLE>
NOTE 1: For the purpose of Validation, a program is defined as any
separately compilable entity.
NOTE 2: Only copybooks referenced by programs included in the
Validation Inventory will be processed.
NOTE 3: Only JCL jobstreams which run programs included in the
Validation Inventory should be sent for processing.
ACTIVITIES
Certain activities of the Validate Phase occur simultaneously so that
testcases/environment (Validation Tests) to be executed during the 20XX
test can be completed as indicated in the Schedule section of this
Statement of Work to avoid delays in 20XX testing. Activities are:
- 20XX Validation Preparation Phase
- 20XX Test Readiness Checkpoint
- Validate Phase
Specific details for each of these activities will be provided at
a joint meeting of the DC Government and the Titan Team.
- --------------------------------------------------------------------------------
20
<PAGE>
DELIVERABLES
The deliverables to be created and made available to DC Government under
this Statement of Work are limited to the following:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
RESPONSIBILITY
DELIVERABLES ---------------------------------
(X=LEADS X=PARTICIPATES) THE TITAN DC GOVERNMENT
TEAM
<S> <C> <C>
Year 2000 Project-Related Presentations X
---------------------------------------------------------------------------
Testcase Documentation (Environment,
JCL, etc.) X
---------------------------------------------------------------------------
Test Environment X
---------------------------------------------------------------------------
Extraction Toolkit X
---------------------------------------------------------------------------
Qualified, Quantified, Linked, Compiled and
Staged Inventory X
---------------------------------------------------------------------------
Extracted VG Inventory X
---------------------------------------------------------------------------
DataMaps X
---------------------------------------------------------------------------
DataMap Extracts (UDMMaps) X
---------------------------------------------------------------------------
EDM Program and Documentation X
---------------------------------------------------------------------------
Message Files X
---------------------------------------------------------------------------
UDM Map Generator and Documentation X
---------------------------------------------------------------------------
Message File Viewer and Documentation X
---------------------------------------------------------------------------
UDM and Documentation X
---------------------------------------------------------------------------
Test Data and Scripts X
---------------------------------------------------------------------------
Test Specification Document X
---------------------------------------------------------------------------
Aged Test Data X
---------------------------------------------------------------------------
20XX Test Job Logs X
---------------------------------------------------------------------------
20XX Test Execution Acceptance X
---------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
21
<PAGE>
ASSUMPTIONS
If the scope of work, assignment of responsibilities, deliverables or
assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule, and/or deliverables. If
any of these do change, a TitanProject Impact Report (PIR) will be
prepared to document the occurrence and to assess the impact to project
targets (primarily cost and due date).
- The code to be validated is deemed to be Y2K ready, and has been
tested in a 19XX environment.
- DC Government will have completed the following Set-Up activities
before Week One (Kickoff week) of the project schedule:
- Qualified, quantified, linked, compiled and staged the Validation
Group inventory as described in the Activities section of the
Statement of Work, and according to the guidelines established in
the Extraction Toolkit provided by Cap Gemini and summarized in
Appendix 1 of this Statement of Work
- 20XX test environments will be established that comply with the
Production environment in which the Validation Group system(s)
currently reside
- Created and tested the application program environment test cases
in a 19XX mode against the same Production source programs sent to
the ARC for UDM map creation
- Source code is extracted according to the project schedule. Late
shipments or elements found by the ARC to be missing from the program
logic that result in delays will result in a charge to DC Government
as a Project Impact.
- No more than 10% of the programs will have Year 2000 issues as
identified by the QuickCHECK process.
- DC Government will provide sign-off of all deliverables within five
(5) working days of receipt. After five (5) working days,
deliverables will be deemed accepted by the DC Government unless The
Titan Team is notified otherwise in writing.
- If the work is performed at a DC Government facility, initiator
priority and on-line priorities at near-production level will be
available.
- Date-related changes to production programs or file layouts since the
test data was extracted that require re-renovation of the affected
programs are considered outside the scope of this Statement of Work.
- Date-related changes to file layouts since the programs were extracted
that require regeneration of the UDM maps are considered outside the
scope of this Statement of Work.
- Validate test cases that fail to complete normally due to incorrectly
resolved file complexities is considered out of the scope of this
agreement.
- --------------------------------------------------------------------------------
22
<PAGE>
- This Statement of Work describes all the work to be performed and
the deliverables that will be provided. Work or deliverables not
contained in this Statement of Work are considered out-of-scope
and are excluded from this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentiality agreement
(document Z-1400) or the Consulting Agreement --
TransMillennium-TM- Services must be signed before holding
the Pre-Kickoff Meeting by TITAN and its third-party vendors who
will be working on this project.
- Cap Gemini will perform 21st century (20xx) testing on the
programs identified by the DC Government. These programs will be
identified as part of this SOW and any deviation will result in the
creation of a Project Impact.
- DC Government will provide all test data for the programs to be
tested. It is recommended that small files (1000 records) be used
for testing purposes. Delays in providing the test data to the Cap
Gemini test team will result in a Project Impact.
- Cap Gemini will run the programs to a successful completion but it
will be the responsibility of the DC Government to verify the
accuracy of the output. Smaller test flies will expedite the
review process.
- If a program error results due to an existing program problem or
an incorrectly renovated program by the DC Government, Cap Gemini
will document that an error has occurred and return it to the DC
Government for resolution. If the DC Government prefers Cap Gemini
resolve the error, this correction will be done on a time and
material basis. If this situation occurs, a Problem Impact Report
will be generated resulting in additional costs to DC Government
and/or a schedule impact.
- Cap Gemini will correct errors resulting from 20XX tests.
- Tests will be set up with one screen test per screen format
- Tests will be independent and restartable
- DC Government will provide the necessary test tools (i.e.:
Hourglass, CompareX, Hyperstation, etc.)
RESPONSIBILITIES
TITAN TEAM RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, The
Titan Team will:
- Extract the qualified, quantified and staged source, in PDS format,
from the staging libraries; extraction from source management
libraries such as Panvalet are outside the scope of this Statement of
Work
- -------------------------------------------------------------------------------
23
<PAGE>
DC GOVERNMENT RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, DC
Government will:
- Establish a Sponsors Committee whose members are able to make
decisions about the project and are committed to attending the
meetings
- Appoint a Project Executive and a full-time Project Manager
- Provide all necessary system support staff
- Provide adequate work space, laser printers (with at least 2M
memory), telephones (including speakerphones and analog lines), and
use of other office equipment for each Titan Team member while on-site
- Provide system access (logons, passwords) with a response time of no
more than two (2) seconds, as well as off-hours facilities access to
all Titan Team members working on-site
- Provide documentation for the source to be renovated (i.e., how
programs are supposed to run and system flows for batch; man-machine
interface such as user guides for online)
- Provide documentation to The Titan Team, including hardcopy job
output, system flows (batch JCL and on-line scripts), input control
cards, job sequences, location and naming of input/output files and
databases
- Make no file layout changes once the test databases and files are
extracted
COMPLETION CRITERIA
This Statement of Work will be complete when The Titan Team has
provided the items listed in the above section titled Deliverables
for which it is responsible.
- -------------------------------------------------------------------------------
24
<PAGE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- -------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 320 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA ALM
2 321 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA CDS
2 319 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA INV
2 299 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA PAR
2 325 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA SUP
2 8 0
2 109 10 4 B DEPARTMENT OF PUBLIC WORKS Abandoned Vehicles
2 142 10 4 B DEPARTMENT OF PUBLIC WORKS Bid Tabulation System
2 140 10 4 B DEPARTMENT OF PUBLIC WORKS Commercial Drivers License
2 146 10 4 B DEPARTMENT OF PUBLIC WORKS Federal Aid Billing System
2 161 10 4 B DEPARTMENT OF PUBLIC WORKS Labor Distribution System
2 163 10 4 B DEPARTMENT OF PUBLIC WORKS Overhead Distribution System
2 141 10 4 B DEPARTMENT OF PUBLIC WORKS Solid Waste Billing
2 164 10 4 B DEPARTMENT OF PUBLIC WORKS Vehicle Usage
2 10 0
2 162 12 4 B DEPARTMENT OF PUBLIC WORKS 807 Job Reports
2 178 12 4 B DEPARTMENT OF PUBLIC WORKS Alert Center Service Request Tracking
2 179 12 4 B DEPARTMENT OF PUBLIC WORKS Bayscale Disposal Management System
2 173 12 4 B DEPARTMENT OF PUBLIC WORKS Litter Control Management System
2 165 12 4 B DEPARTMENT OF PUBLIC WORKS Maintenance Planning & Inventory
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS MISTREE
2 143 12 4 B DEPARTMENT OF PUBLIC WORKS Motor Vehicle Registration System
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Personnel
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Procurement
2 177 12 4 B DEPARTMENT OF PUBLIC WORKS Service Request Tracking
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS Snow Program
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS Street Inventory System
2 175 12 4 B DEPARTMENT OF PUBLIC WORKS Super Can Tracking System
2 172 12 4 B DEPARTMENT OF PUBLIC WORKS Vector Control Tracking System
2 174 12 4 B DEPARTMENT OF PUBLIC WORKS Voucher Program Commercial Plan
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Warehouse Tracking
2 72 12 2 B WASA Human Resources Staffing Pattern
2 70 12 2 B WASA Material Maintenance
2 71 12 2 B WASA Personnel Tracking & Employee Management
2 75 12 2 B WASA Scale Management System
2 69 12 2 B WASA System 62
2 74 12 2 B WASA Technical Information Center Management
2 73 12 2 B WASA Waster Water Management
2 12 0
2 258 15 3 B DEPT OF CONSUMER AND REGULATORY AFFAIR Complaint Tracking, Monitoring and
Reporting System
2 15 0
2 191 30 1 T DEPARTMENT OF HEALTH Vital Records (Birth/Death)
2 147 30 1 T OFFICE OF FINANCIAL MANAGEMENT 1099 Miscellaneous Income
2 148 30 1 T OFFICE OF FINANCIAL MANAGEMENT District Wide Bank Reconciliation
2 111 30 1 T OFFICE OF FINANCIAL MANAGEMENT District Wide Check Writing
2 112 30 1 T OFFICE OF FINANCIAL MANAGEMENT Financial Management System - FOCUS
2 167 30 1 T OFFICE OF FINANCIAL MANAGEMENT Financial Management System/DC
Controller's Financial Rep
2 110 30 1 T OFFICE OF FINANCIAL MANAGEMENT Management Information Document System
2 166 30 1 T OFFICE OF FINANCIAL MANAGEMENT Undeliverable Checks Sub-system
2 201 30 4 T OFFICE OF PERSONNEL Biweekly PACS
2 200 30 4 T OFFICE OF PERSONNEL DCOP Correspondence Control System
2 199 30 4 T OFFICE OF PERSONNEL Mainframe Reports
</TABLE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- -------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM Appl Lang 1 Number of
2=Not Do Blue P Partition Cluster Disp Agency Name LOC Programs
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2 320 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark V
2 321 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0 Mark V
2 319 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark V
2 299 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark IV
2 325 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark V
2 8 0 592
2 109 10 4 B DEPARTMENT OF PUBLIC WORKS 4,000 8
2 142 10 4 B DEPARTMENT OF PUBLIC WORKS 8,974 18 Microfocus COBOL
2 140 10 4 B DEPARTMENT OF PUBLIC WORKS 40,000 80 Microfocus COBOL 4.032
2 146 10 4 B DEPARTMENT OF PUBLIC WORKS 17,469 35 Microfocus COBOL
2 161 10 4 B DEPARTMENT OF PUBLIC WORKS 20,555 41 Microfocus COBOL 4.032
2 163 10 4 B DEPARTMENT OF PUBLIC WORKS 0 Microfocus COBOL
2 141 10 4 B DEPARTMENT OF PUBLIC WORKS 0 Microfocus COBOL
2 164 10 4 B DEPARTMENT OF PUBLIC WORKS 20,996 42 Microfocus COBOL
2 10 0 224
2 162 12 4 B DEPARTMENT OF PUBLIC WORKS 2,672 5 dBase IV
2 178 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0
2 179 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0
2 173 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 Clipper dBASE III
2 165 12 4 B DEPARTMENT OF PUBLIC WORKS 0 Advanced Revelations
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS 0
2 143 12 4 B DEPARTMENT OF PUBLIC WORKS 0 Clipper87 dBase III
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 177 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 Clipper 87
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS 0
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS 0
2 175 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 Clipper dBase III
2 172 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 174 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 72 12 2 B WASA 0 0
2 70 12 2 B WASA 49,221 98 Information v21.1
2 71 12 2 B WASA 0 0 dBase III
2 75 12 2 B WASA 0 0 Clipper
2 69 12 2 B WASA 0 0 Clipper87
2 74 12 2 B WASA 72,000 144 Clipper87
2 73 12 2 B WASA 0 0 Powerbuilder
2 12 0 248
2 258 15 3 B DEPT OF CONSUMER AND REGULATORY AFFAIR 100,000 200 Natural 1.4
2 15 0 200
2 191 30 1 T DEPARTMENT OF HEALTH 20,000 20 COBOL II
2 147 30 1 T OFFICE OF FINANCIAL MANAGEMENT 10,000 10 COBOL
2 148 30 1 T OFFICE OF FINANCIAL MANAGEMENT 340,000 340 COBOL II
2 111 30 1 T OFFICE OF FINANCIAL MANAGEMENT 80,000 80 COBOL
2 112 30 1 T OFFICE OF FINANCIAL MANAGEMENT 40,000 80 FOCUS
2 167 30 1 T OFFICE OF FINANCIAL MANAGEMENT 20,000 20 COBOL II
2 110 30 1 T OFFICE OF FINANCIAL MANAGEMENT 25,000 25 COBOL II
2 166 30 1 T OFFICE OF FINANCIAL MANAGEMENT 75,000 150 FOCUS
2 201 30 4 T OFFICE OF PERSONNEL 90,000 90 COBOL
2 200 30 4 T OFFICE OF PERSONNEL 600 1 COBOL
2 199 30 4 T OFFICE OF PERSONNEL 0 Easytrieve
</TABLE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- -------------------------------------------------------------------------------------------------------------
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Platform
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 320 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 321 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 319 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 299 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 325 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 8 0
2 109 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 142 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 140 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 146 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 161 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 163 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 141 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 164 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 10 0
2 162 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 178 12 4 B DEPARTMENT OF PUBLIC WORKS
2 179 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 173 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 165 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 143 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 177 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS
2 175 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 172 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 174 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 72 12 2 B WASA Windows
2 70 12 2 B WASA Primo
2 71 12 2 B WASA Windows
2 75 12 2 B WASA DOS
2 69 12 2 B WASA Windows
2 74 12 2 B WASA DOS
2 73 12 2 B WASA Windows
2 12 0
2 258 15 3 B DEPT OF CONSUMER AND REGULATORY AFFAIR Vax 8200
2 15 0
2 191 30 1 T DEPARTMENT OF HEALTH MVS
2 147 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 148 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 111 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 112 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 167 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 110 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 166 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 201 30 4 T OFFICE OF PERSONNEL MVS
2 200 30 4 T OFFICE OF PERSONNEL MVS
2 199 30 4 T OFFICE OF PERSONNEL MVS
</TABLE>
Page 1
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- -------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 182 30 4 T OFFICE OF PERSONNEL RIFRUNNER
2 287 30 1 ? SUPERIOR COURT OF THE DISTRICT OF COL Adult Probation Records Access System
2 297 30 1 V SUPERIOR COURT OF THE DISTRICT OF COL Transaction Data Management System
2 30 0
2 113 31 1 T OFFICE OF FINANCIAL MANAGEMENT Financial Management System
2 31 0
2 289 32 1 V BOARD OF ELECTIONS AND ETHICS Ballot Tabulation
2 290 32 1 V BOARD OF ELECTIONS AND ETHICS Voter Registration
2 192 32 1 T DEPARTMENT OF HEALTH Addiction Prevention & Recovery
Administration
2 193 32 1 T DEPARTMENT OF HEALTH Occupational & Licensing Tracking System
2 180 32 1 T DEPARTMENT OF HEALTH SHPDA
2 194 32 1 T DEPARTMENT OF HEALTH Social Services Facilities Tracking System
2 269 32 1 T OFFICE OF THE CORPORATION COUNSEL Child Support Enforcement
2 32 0
2 181 33 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES Procurement Management Information System
2 328 33 1 T OFFICE OF CAMPAIGN FINANCE Financial Disclosure Information System
2 326 33 1 T OFFICE OF CAMPAIGN FINANCE Inventory Tracking System
2 329 33 1 T OFFICE OF CAMPAIGN FINANCE Lobbyist Information Subsystem
2 331 33 1 T OFFICE OF CAMPAIGN FINANCE Mail Control Tracking System
2 330 33 1 T OFFICE OF CAMPAIGN FINANCE Public Information & Records Management
2 327 33 1 T OFFICE OF CAMPAIGN FINANCE Receipts & Expen. Information System
2 33 0
2 999 34 1 CHIEF PROCUREMENT OFFICER/OFFICE OF PUR N/A
2 999 34 1 V COMMISSION ON JUDICIAL DISABILITIES AND
TE Office Automation Tools
2 280 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA Legislative Tracking System
2 279 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA Personnel Management System
2 999 34 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES Correspondence
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Electric Bills
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Fuel Oil, Lubricants, Steam
2 198 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES KEYFILE
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Washington Gas
2 212 34 1 T DEPARTMENT OF HEALTH Bureau of Injury & Disability Program/DC
Linkage & Tracking Sy
2 210 34 1 T DEPARTMENT OF HEALTH Childhood Lead Poisoning Prevention
Automated Registry
2 211 34 1 T DEPARTMENT OF HEALTH DC Linkage and Tracking System
2 196 34 1 T DEPARTMENT OF HEALTH DC Monitoring and Obstetrical and
Monitoring System
2 195 34 1 T DEPARTMENT OF HEALTH Electronic Birth Certificate
2 218 34 1 T DEPARTMENT OF HEALTH Immunizations
2 197 34 1 T DEPARTMENT OF HEALTH KEYMASTER
2 189 34 1 T DEPARTMENT OF HEALTH Rocky Mountain Cancer Data System
2 190 34 1 T DEPARTMENT OF HEALTH Sexually Transmitted Disease Management
Info System
2 217 34 1 T DEPARTMENT OF HEALTH TB Patient Register
2 266 34 1 V EXEC. OFFICE OF THE MAYOR Key File
2 267 34 1 U EXEC. OFFICE OF THE MAYOR Mayor's Schedule System
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Legislative Data Base and Mail Log
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Mail Log
2 999 34 1 T JUDICIAL NOMINATION COMMISSION Office Automation Tools
2 999 34 1 OFFICE OF COMMUNICATIONS Office Automation Tools
2 999 34 1 OFFICE OF EXECUTIVE SECRETARY Office Automation Tools
2 270 34 1 T OFFICE OF GRANTS MANAGEMENT Grants Management Information System
2 999 34 1 OFFICE OF INTERGOVERNMENTAL RELATIONS Office Automation Tools
2 202 34 1 T OFFICE OF PERSONNEL Benefit Reconciliation System
2 204 34 1 T OFFICE OF PERSONNEL DC Government Annual leave bank
2 205 34 1 T OFFICE OF PERSONNEL Document Management I S
</TABLE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- ----------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM Appl Lang 1 Number of
2=Not Do Blue P Partition Cluster Disp Agency Name LOC Programs Appl Lang 1
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2 182 30 4 T OFFICE OF PERSONNEL 0 'C'
2 287 30 1 ? SUPERIOR COURT OF THE DISTRICT OF COL 0 0
2 297 30 1 V SUPERIOR COURT OF THE DISTRICT OF COL 0 0
2 30 0 816
2 113 31 1 T OFFICE OF FINANCIAL MANAGEMENT 4,500,000 4,500 COBOL
2 31 0 4,500
2 289 32 1 V BOARD OF ELECTIONS AND ETHICS 0 0 BASIC
2 290 32 1 V BOARD OF ELECTIONS AND ETHICS 0 0 BASIC
2 192 32 1 T DEPARTMENT OF HEALTH 200,000 400 AS-400 release 3.2
2 193 32 1 T DEPARTMENT OF HEALTH 16,000 32 PACE
2 180 32 1 T DEPARTMENT OF HEALTH 0 0 RPG
2 194 32 1 T DEPARTMENT OF HEALTH 6,800 14 PACE
2 269 32 1 T OFFICE OF THE CORPORATION COUNSEL 200,000 400 BASIC
2 32 0 846
2 181 33 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES 0 Oracle & KeyFile
Database
2 328 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 326 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 329 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 331 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 330 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 327 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 33 0 0
2 999 34 1 CHIEF PROCUREMENT OFFICER/OFFICE OF PUR 0 0
2 999 34 1 COMMISSION OF JUDICIAL DISABILITIES AND
TE 0 0 N/A
2 280 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 0 0 MS Access
2 279 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 0 0 MS Access
2 999 34 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0 Dbase
2 198 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0 Oracle & KeyFile
Database
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0 Dbase
2 212 34 1 T DEPARTMENT OF HEALTH 0 0 FoxPro for DOS
2 210 34 1 T DEPARTMENT OF HEALTH 745 1 Clarion
2 211 34 1 T DEPARTMENT OF HEALTH 0 0 Fox Pro
2 196 34 1 T DEPARTMENT OF HEALTH 0 0 R-Base
2 195 34 1 T DEPARTMENT OF HEALTH 0 0
2 218 34 1 T DEPARTMENT OF HEALTH 11,000 22 Delphi
2 197 34 1 T DEPARTMENT OF HEALTH 0 0
2 189 34 1 T DEPARTMENT OF HEALTH 0 0
2 190 34 1 T DEPARTMENT OF HEALTH 0 0 Clipper
2 217 34 1 T DEPARTMENT OF HEALTH 0 0 Opal
2 266 34 1 V EXEC. OFFICE OF THE MAYOR 0 0
2 267 34 1 U EXEC. OFFICE OF THE MAYOR 0 0
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF 0 0
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF 0 0
2 999 34 1 T JUDICIAL NOMINATION COMMISSION 0 0
2 999 34 1 OFFICE OF COMMUNICATIONS 0 0
2 999 34 1 OFFICE OF EXECUTIVE SECRETARY 0 0
2 270 34 1 T OFFICE OF GRANTS MANAGEMENT 0 0 Lotus Notes/
Dominoes 4.5
2 999 34 1 OFFICE OF INTERGOVERNMENTAL RELATIONS 0 0
2 202 34 1 T OFFICE OF PERSONNEL 0 Clipper
2 204 34 1 T OFFICE OF PERSONNEL 0 Access
2 205 34 1 T OFFICE OF PERSONNEL 0 Visual Basic 5.0
</TABLE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- ----------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Platform
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 182 30 4 T OFFICE OF PERSONNEL MVS
2 287 30 1 ? SUPERIOR COURT OF THE DISTRICT OF COL
2 297 30 1 V SUPERIOR COURT OF THE DISTRICT OF COL MVS
2 30 0
2 113 31 1 T OFFICE OF FINANCIAL MANAGEMENT
2 31 0
2 289 32 1 V BOARD OF ELECTIONS AND ETHICS IBM RISC 6000/Operating System IBM
2 290 32 1 V BOARD OF ELECTIONS AND ETHICS IBM RISC 6000/Operating System IBM
2 192 32 1 T DEPARTMENT OF HEALTH AS/400
2 193 32 1 T DEPARTMENT OF HEALTH WANG
2 180 32 1 T DEPARTMENT OF HEALTH AS400
2 194 32 1 T DEPARTMENT OF HEALTH WANG
2 269 32 1 T OFFICE OF THE CORPORATION COUNSEL UNIX - Sequent 5000 Dual 100 MHZ C
2 32 0
2 181 33 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES
2 328 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 326 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 329 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 331 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 330 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 327 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 33 0
2 999 34 1 CHIEF PROCUREMENT OFFICER/OFFICE OF PUR N/A
2 999 34 1 COMMISSION OF JUDICIAL DISABILITIES AND
TE N/A
2 280 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 143 PC's and 3 servers (mostly 486's)
2 279 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 143 PC's and 3 servers (mostly 486's)
2 999 34 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES PC DOS/Win 95
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES PC Dos/Win 95
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES PC/Win 95
2 198 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES PC
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES DOS/Windows 3.11
2 212 34 1 T DEPARTMENT OF HEALTH PC
2 210 34 1 T DEPARTMENT OF HEALTH PC
2 211 34 1 T DEPARTMENT OF HEALTH PC
2 196 34 1 T DEPARTMENT OF HEALTH PC
2 195 34 1 T DEPARTMENT OF HEALTH PC
2 218 34 1 T DEPARTMENT OF HEALTH PC
2 197 34 1 T DEPARTMENT OF HEALTH
2 189 34 1 T DEPARTMENT OF HEALTH PC
2 190 34 1 T DEPARTMENT OF HEALTH PC
2 217 34 1 T DEPARTMENT OF HEALTH PC
2 266 34 1 V EXEC. OFFICE OF THE MAYOR Novell 4.1.1
2 267 34 1 U EXEC. OFFICE OF THE MAYOR PC Application on NT server
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Novell 4.1.1 (50 user license)
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Novell 4 1 1 (50 user license)
2 999 34 1 T JUDICIAL NOMINATION COMMISSION 2 pc's (1-386 SX and 1-486) Plan to
2 999 34 1 OFFICE OF COMMUNICATIONS
2 999 34 1 OFFICE OF EXECUTIVE SECRETARY
2 270 34 1 T OFFICE OF GRANTS MANAGEMENT Novell
2 999 34 1 OFFICE OF INTERGOVERNMENTAL RELATIONS
2 202 34 1 T OFFICE OF PERSONNEL PC
2 204 34 1 T OFFICE OF PERSONNEL PC
2 205 34 1 T OFFICE OF PERSONNEL PC
</TABLE>
Page 1
<PAGE>
<TABLE>
<CAPTION>
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 182 30 4 T OFFICE OF PERSONNEL RIFRUNNER
- -----------------------------------------------------------------------------------------------------------------------------------
2 287 30 1 ? SUPERIOR COURT OF THE DISTRICT OF COL Adult Probation Records Access System
- -----------------------------------------------------------------------------------------------------------------------------------
2 297 30 1 V SUPERIOR COURT OF THE DISTRICT OF COL Transaction Data Management System
- -----------------------------------------------------------------------------------------------------------------------------------
2 30 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 113 31 1 T OFFICE OF FINANCIAL MANAGEMENT Financial Management System
- -----------------------------------------------------------------------------------------------------------------------------------
2 31 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 289 32 1 V BOARD OF ELECTIONS AND ETHICS Ballot Tabulation
- -----------------------------------------------------------------------------------------------------------------------------------
2 290 32 1 V BOARD OF ELECTIONS AND ETHICS Voter Registration
- -----------------------------------------------------------------------------------------------------------------------------------
2 192 32 1 T DEPARTMENT OF HEALTH Addiction Prevention & Recovery
Administration
- -----------------------------------------------------------------------------------------------------------------------------------
2 193 32 1 T DEPARTMENT OF HEALTH Occupational & Licensing Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 180 32 1 T DEPARTMENT OF HEALTH SHPDA
- -----------------------------------------------------------------------------------------------------------------------------------
2 194 32 1 T DEPARTMENT OF HEALTH Social Services Facilities Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 269 32 1 T OFFICE OF THE CORPORATION COUNSEL Child Support Enforcement
- -----------------------------------------------------------------------------------------------------------------------------------
2 32 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 181 33 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES Procurement Management Information System
- -----------------------------------------------------------------------------------------------------------------------------------
2 328 33 1 T OFFICE OF CAMPAIGN FINANCE Financial Disclosure Information System
- -----------------------------------------------------------------------------------------------------------------------------------
2 326 33 1 T OFFICE OF CAMPAIGN FINANCE Inventory Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 329 33 1 T OFFICE OF CAMPAIGN FINANCE Lobbyist Information Subsystem
- -----------------------------------------------------------------------------------------------------------------------------------
2 331 33 1 T OFFICE OF CAMPAIGN FINANCE Mail Control Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 330 33 1 T OFFICE OF CAMPAIGN FINANCE Public Information & Records Management
- -----------------------------------------------------------------------------------------------------------------------------------
2 327 33 1 T OFFICE OF CAMPAIGN FINANCE Receipts & Expen. Information System
- -----------------------------------------------------------------------------------------------------------------------------------
2 33 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 CHIEF PROCUREMENT OFFICER/OFFICE OF PUR N/A
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 V COMMISSION ON JUDICIAL DISABILITIES AND TE Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------------------
2 280 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA Legislative Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 279 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA Personnel Management System
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES Correspondence
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Electric Bills
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Fuel Oil, Lubricants, Steam
- -----------------------------------------------------------------------------------------------------------------------------------
2 ??8 ?? 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES KEYFILE
- -----------------------------------------------------------------------------------------------------------------------------------
2 ??? ?? 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Washington Gas
- -----------------------------------------------------------------------------------------------------------------------------------
2 212 34 1 T DEPARTMENT OF HEALTH Bureau of Injury & Disability
Program/DC Linkage & Tracking Sy
- -----------------------------------------------------------------------------------------------------------------------------------
2 210 34 1 T DEPARTMENT OF HEALTH Childhood Lead Poisoning Prevention
Automated Registry
- -----------------------------------------------------------------------------------------------------------------------------------
2 211 34 1 T DEPARTMENT OF HEALTH DC Linkage and Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 196 34 1 T DEPARTMENT OF HEALTH DC Monitoring and Obstetrical and
Monitoring System
- -----------------------------------------------------------------------------------------------------------------------------------
2 195 34 1 T DEPARTMENT OF HEALTH Electronic Birth Certificate
- -----------------------------------------------------------------------------------------------------------------------------------
2 218 34 1 T DEPARTMENT OF HEALTH Immunizations
- -----------------------------------------------------------------------------------------------------------------------------------
2 197 34 1 T DEPARTMENT OF HEALTH KEYMASTER
- -----------------------------------------------------------------------------------------------------------------------------------
2 189 34 1 T DEPARTMENT OF HEALTH Rocky Mountain Cancer Data System
- -----------------------------------------------------------------------------------------------------------------------------------
2 190 34 1 T DEPARTMENT OF HEALTH Sexually Transmitted Diseases Management
Info System
- -----------------------------------------------------------------------------------------------------------------------------------
2 217 34 1 T DEPARTMENT OF HEALTH TB Patient Register
- -----------------------------------------------------------------------------------------------------------------------------------
2 266 34 1 V EXEC. OFFICE OF THE MAYOR Key File
- -----------------------------------------------------------------------------------------------------------------------------------
2 267 34 1 U EXEC. OFFICE OF THE MAYOR Mayor's Schedule System
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OFF Legislative Data Base and Mail Log
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OFF Mail Log
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 T JUDICIAL NOMINATION COMMISSION Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 OFFICE OF COMMUNICATIONS Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 OFFICE OF EXECUTIVE SECRETARY Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------------------
2 270 34 1 T OFFICE OF GRANTS MANAGEMENT Grants Management Information System
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 OFFICE OF INTERGOVERNMENTAL RELATIONS Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------------------
2 202 34 1 T OFFICE OF PERSONNEL Benefit Reconciliation System
- -----------------------------------------------------------------------------------------------------------------------------------
2 204 34 1 T OFFICE OF PERSONNEL DC Government Annual leave bank
- -----------------------------------------------------------------------------------------------------------------------------------
2 205 34 1 T OFFICE OF PERSONNEL Document Management I.S.
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1=Do Appl Lang(1) Number of
2=Not Do LOC Programs Appl Lang(1) Platform
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2 0 'C' MVS
- ---------------------------------------------------------------------------------------------------------
2 0 0
- ---------------------------------------------------------------------------------------------------------
2 0 0 MVS
- ---------------------------------------------------------------------------------------------------------
2 816
- ---------------------------------------------------------------------------------------------------------
2 4,500,000 4,500 COBOL
- ---------------------------------------------------------------------------------------------------------
2 4,500
- ---------------------------------------------------------------------------------------------------------
2 0 0 BASIC IBM RISC 6000/Operating System IBM
- ---------------------------------------------------------------------------------------------------------
2 0 0 BASIC IBM RISC 6000/Operating System IBM
- ---------------------------------------------------------------------------------------------------------
2 200,000 400 AS-400 release 3.2 AS/400
- ---------------------------------------------------------------------------------------------------------
2 16,000 32 PACE WANG
- ---------------------------------------------------------------------------------------------------------
2 0 0 RPG AS400
- ---------------------------------------------------------------------------------------------------------
2 6,800 14 PACE WANG
- ---------------------------------------------------------------------------------------------------------
2 200,000 400 BASIC UNIX - Sequent 5000 Dual 100 MHZ C
- ---------------------------------------------------------------------------------------------------------
2 846
- ---------------------------------------------------------------------------------------------------------
2 0 Oracle & KeyFile Database
- ---------------------------------------------------------------------------------------------------------
2 0 0 Oracle 7.34 Novell 3.x
- ---------------------------------------------------------------------------------------------------------
2 0 0 Oracle 7.34 Novell 3.x
- ---------------------------------------------------------------------------------------------------------
2 0 0 Oracle 7.34 Novell 3.x
- ---------------------------------------------------------------------------------------------------------
2 0 0 Oracle 7.34 Novell 3.x
- ---------------------------------------------------------------------------------------------------------
2 0 0 Oracle 7.34 Novell 3.x
- ---------------------------------------------------------------------------------------------------------
2 0 0 Oracle 7.34 Novell 3.x
- ---------------------------------------------------------------------------------------------------------
2 0
- ---------------------------------------------------------------------------------------------------------
2 0 0 N/A
- ---------------------------------------------------------------------------------------------------------
2 0 0 N/A N/A
- ---------------------------------------------------------------------------------------------------------
2 0 0 MS Access 143 PC's and 3 servers (mostly 486's)
- ---------------------------------------------------------------------------------------------------------
2 0 0 MS Access 143 PC's and 3 servers (mostly 486's)
- ---------------------------------------------------------------------------------------------------------
2 0 0 PC DOS/Win 95
- ---------------------------------------------------------------------------------------------------------
2 0 0 PC DOS/Win 95
- ---------------------------------------------------------------------------------------------------------
2 0 0 Dbase PC/ Win 95
- ---------------------------------------------------------------------------------------------------------
2 0 0 Oracle & KeyFile Database PC
- ---------------------------------------------------------------------------------------------------------
2 0 0 Dbase DOS/Windows 3.11
- ---------------------------------------------------------------------------------------------------------
2 0 0 FoxPro for DOS PC
- ---------------------------------------------------------------------------------------------------------
2 745 1 Clarion PC
- ---------------------------------------------------------------------------------------------------------
2 0 0 Fox Pro PC
- ---------------------------------------------------------------------------------------------------------
2 0 0 R-Base PC
- ---------------------------------------------------------------------------------------------------------
2 0 0 PC
- ---------------------------------------------------------------------------------------------------------
2 11,000 22 Delphi PC
- ---------------------------------------------------------------------------------------------------------
2 0 0
- ---------------------------------------------------------------------------------------------------------
2 0 0 PC
- ---------------------------------------------------------------------------------------------------------
2 0 0 Clipper PC
- ---------------------------------------------------------------------------------------------------------
2 0 0 Opal PC
- ---------------------------------------------------------------------------------------------------------
2 0 0 Novell 4.1.1
- ---------------------------------------------------------------------------------------------------------
2 0 0 PC Application on NT server
- ---------------------------------------------------------------------------------------------------------
2 0 0 Novell 4.1.1 (50 user license)
- ---------------------------------------------------------------------------------------------------------
2 0 0 Novell 4.1.1 (50 user license)
- ---------------------------------------------------------------------------------------------------------
2 0 0 2 pc's (1-386 SX and 1 - 486) Plan to re
- ---------------------------------------------------------------------------------------------------------
2 0 0
- ---------------------------------------------------------------------------------------------------------
2 0 0
- ---------------------------------------------------------------------------------------------------------
2 0 0 Lotus Notes/Dominoes4.5 Novell
- ---------------------------------------------------------------------------------------------------------
2 0 0
- ---------------------------------------------------------------------------------------------------------
2 0 Clipper PC
- ---------------------------------------------------------------------------------------------------------
2 0 Access PC
- ---------------------------------------------------------------------------------------------------------
2 0 Visual Basic 5.0 PC
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
<TABLE>
<CAPTION>
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 203 34 1 T OFFICE OF PERSONNEL Management Training System
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 U OFFICE OF THE DISTRICT OF COLUMBIA AUDITO ACL
- -----------------------------------------------------------------------------------------------------------------------------------
2 332 34 1 T OFFICE OF THE BUDGET Capital & Operating Budget Reports
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 OFFICE OF THE CHIEF FINANCIAL OFFICER Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------------------
2 268 34 1 T OFFICE OF THE CITY ADMINISTRATOR Correspondence Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 U OFFICE OF THE INSPECTOR GENERAL Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 34 1 T OFFICE OF THE PEOPLE'S COUNSEL Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------------------
2 34 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 275 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Adult Sports Scheduling & Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 278 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Aquatic Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 274 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Child Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 273 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Correspondence Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 276 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Picnic Permit Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 272 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Recreation Financial Management System
- -----------------------------------------------------------------------------------------------------------------------------------
2 277 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Volunteer Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 35 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 261 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Alcoholic Beverage Control Licensing System
- -----------------------------------------------------------------------------------------------------------------------------------
2 255 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR BRA - Weights & Measures
- -----------------------------------------------------------------------------------------------------------------------------------
2 257 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Corporate Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 256 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR PMDCD Tracking System
- -----------------------------------------------------------------------------------------------------------------------------------
2 252 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR TMR - Certificate of Occupancy Subsystem
- -----------------------------------------------------------------------------------------------------------------------------------
2 253 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR TMR - Compliance subsystem
- -----------------------------------------------------------------------------------------------------------------------------------
2 260 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR TMR - Licensing Subsystem
- -----------------------------------------------------------------------------------------------------------------------------------
2 259 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR TMR - Permits Subsystem
- -----------------------------------------------------------------------------------------------------------------------------------
2 254 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR TMR - Property Subsystem
- -----------------------------------------------------------------------------------------------------------------------------------
2 251 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Violations Control System
- -----------------------------------------------------------------------------------------------------------------------------------
2 38 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 292 39 3 R BOARD OF LABOR RELATIONS Contract Clause Search Pgm
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES America Workforce System
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES District Online Compensation System
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES District Unemployment Tax Automated System
- -----------------------------------------------------------------------------------------------------------------------------------
2 235 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES DOCU/Master Job Match
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES ES202
- -----------------------------------------------------------------------------------------------------------------------------------
2 231 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES Financial Accounting & Reporting System
- -----------------------------------------------------------------------------------------------------------------------------------
2 233 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES Online Dictionary of Occupation
- -----------------------------------------------------------------------------------------------------------------------------------
2 234 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES Quality Control System
- -----------------------------------------------------------------------------------------------------------------------------------
2 39 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 42 4 T PUBLIC LIBRARY Acquisition System
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 42 4 T PUBLIC LIBRARY ARCVIEW/separate DB
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 42 4 T PUBLIC LIBRARY Collection DC/Separate DB
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 42 4 T PUBLIC LIBRARY GEAC LIBS 100+
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 42 4 T PUBLIC LIBRARY Government Documents
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 42 4 T PUBLIC LIBRARY READS
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 42 4 T PUBLIC LIBRARY Serials List
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 42 4 T PUBLIC LIBRARY Song Index/separate DB
- -----------------------------------------------------------------------------------------------------------------------------------
2 42 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 43 4 T COMMISSION ON THE ARTS AND HUMANITIES Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Elite
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Keyfile for Office of Employee Appeals
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Word Perfect for DOS
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 43 4 T PUBLIC EMPLOYEE RELATIONS BOARD Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------------------
2 43 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 335 44 4 T WASHINGTON CONVENTION CENTER AUTHORITY Famis 4.1
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1=Do Appl Lang 1 Number of
2=Not Do LOC Programs Apple Lang 1 Platform
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2 0 MS Access PC
- -----------------------------------------------------------------------------------------------------
2 0 0 N/A Win 95
- -----------------------------------------------------------------------------------------------------
2 0 0 MS Access Novell 4.1.1
- -----------------------------------------------------------------------------------------------------
2 0 0
- -----------------------------------------------------------------------------------------------------
2 0 0 Lotus Notes Novell 4.1.1
- -----------------------------------------------------------------------------------------------------
2 0 0
- -----------------------------------------------------------------------------------------------------
2 0 0 24 pc's on Lan NOVEL 4.1/Office 97/w
- -----------------------------------------------------------------------------------------------------
2 23
- -----------------------------------------------------------------------------------------------------
2 500 1 Lotus Approach PC 486/SX
- -----------------------------------------------------------------------------------------------------
2 0 0 Vendor COTS PC 486/SX
- -----------------------------------------------------------------------------------------------------
2 0 0 Unknown PC 486/SX
- -----------------------------------------------------------------------------------------------------
2 200 0 SCO UNIX C Compiler PC 486/SX
- -----------------------------------------------------------------------------------------------------
2 700 1 SCO UNIX C Compiler PC 486/SX
- -----------------------------------------------------------------------------------------------------
2 6,000 12 SCO UNIX C Compiler PC 486/SX
- -----------------------------------------------------------------------------------------------------
2 500 1 Lotus Approach PC 486/SX
- -----------------------------------------------------------------------------------------------------
2 16
- -----------------------------------------------------------------------------------------------------
2 3,850 8 PACE Wang VS 300
- -----------------------------------------------------------------------------------------------------
2 2,400 5 PACE Wang VS 300
- -----------------------------------------------------------------------------------------------------
2 46,400 93 PACE Wang VS 5000
- -----------------------------------------------------------------------------------------------------
2 58,200 116 PACE Wang VS 300
- -----------------------------------------------------------------------------------------------------
2 150,000 300 Natural 1.4 Vax 8200
- -----------------------------------------------------------------------------------------------------
2 200,000 400 Natural 1.4 Vax 8200
- -----------------------------------------------------------------------------------------------------
2 500,000 1,000 Natural 1.4 Vax 8200
- -----------------------------------------------------------------------------------------------------
2 300,000 600 Natural 1.4 Vax 8200
- -----------------------------------------------------------------------------------------------------
2 150,000 300 Natural 1.4 Vax 8200
- -----------------------------------------------------------------------------------------------------
2 150,000 150 COBOL Micro Vax II
- -----------------------------------------------------------------------------------------------------
2 2,972
- -----------------------------------------------------------------------------------------------------
2 500 1 PC REXX Win 95/PC
- -----------------------------------------------------------------------------------------------------
2 0 0
- -----------------------------------------------------------------------------------------------------
2 0 0 MVS
- -----------------------------------------------------------------------------------------------------
2 0 0 MVS
- -----------------------------------------------------------------------------------------------------
2 100,000 100 COBOL MVS
- -----------------------------------------------------------------------------------------------------
2 0 0 NT
- -----------------------------------------------------------------------------------------------------
2 5,000 5 COBOL II MVS
- -----------------------------------------------------------------------------------------------------
2 1,000 1 COBOL MVS
- -----------------------------------------------------------------------------------------------------
2 7,767 8 COBOL MVS
- -----------------------------------------------------------------------------------------------------
2 115
- -----------------------------------------------------------------------------------------------------
2 0 0 Univac
- -----------------------------------------------------------------------------------------------------
2 0 0
- -----------------------------------------------------------------------------------------------------
2 0 0 DOS
- -----------------------------------------------------------------------------------------------------
2 0 0 UNIX
- -----------------------------------------------------------------------------------------------------
2 0 0 win95
- -----------------------------------------------------------------------------------------------------
2 0 0
- -----------------------------------------------------------------------------------------------------
2 0 0 DOS
- -----------------------------------------------------------------------------------------------------
2 0 0 DOS
- -----------------------------------------------------------------------------------------------------
2 0
- -----------------------------------------------------------------------------------------------------
2 0 0
- -----------------------------------------------------------------------------------------------------
2 0 0 Unix
- -----------------------------------------------------------------------------------------------------
2 0 0 Win 3.1
- -----------------------------------------------------------------------------------------------------
2 0 0 DOS
- -----------------------------------------------------------------------------------------------------
2 0 0
- -----------------------------------------------------------------------------------------------------
2 0
- -----------------------------------------------------------------------------------------------------
2 0 0 UNIX
- -----------------------------------------------------------------------------------------------------
</TABLE>
Page 3
<PAGE>
<TABLE>
<CAPTION>
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 334 44 4 T WASHINGTON CONVENTION CENTER AUTHORITY HR/Partner
- -----------------------------------------------------------------------------------------------------------------------------------
2 336 44 4 T WASHINGTON CONVENTION CENTER AUTHORITY Manakon
- -----------------------------------------------------------------------------------------------------------------------------------
2 44 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 222 45 4 T BOARD OF EDUCATION / DC PUBLIC SCHOOLS SPSS
- -----------------------------------------------------------------------------------------------------------------------------------
2 223 45 4 T BOARD OF EDUCATION / DC PUBLIC SCHOOLS Student Information System
- -----------------------------------------------------------------------------------------------------------------------------------
2 45 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 315 46 4 DC SPORTS COMMISSION - STARPLEX SBT
- -----------------------------------------------------------------------------------------------------------------------------------
2 999 46 4 T DC SPORTS COMMISSION - STARPLEX Tiny Turn
- -----------------------------------------------------------------------------------------------------------------------------------
2 46 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 271 47 4 V OFFICE ON AGING Service Account Management Systems
- -----------------------------------------------------------------------------------------------------------------------------------
2 47 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 308 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA ADM
- -----------------------------------------------------------------------------------------------------------------------------------
2 288 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA Alumni Package
- -----------------------------------------------------------------------------------------------------------------------------------
2 305 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA BRS
- -----------------------------------------------------------------------------------------------------------------------------------
2 307 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA CUFS
- -----------------------------------------------------------------------------------------------------------------------------------
2 306 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA FAS
- -----------------------------------------------------------------------------------------------------------------------------------
2 304 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA FRS
- -----------------------------------------------------------------------------------------------------------------------------------
2 310 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA LIB
- -----------------------------------------------------------------------------------------------------------------------------------
2 301 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA PAY
- -----------------------------------------------------------------------------------------------------------------------------------
2 302 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA PER
- -----------------------------------------------------------------------------------------------------------------------------------
2 309 48 4 T UNIVERSITY OF THE DISTRICT OF COLUMBIA SIS PLUS
- -----------------------------------------------------------------------------------------------------------------------------------
2 303 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA SRS
- -----------------------------------------------------------------------------------------------------------------------------------
2 300 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA USE
- -----------------------------------------------------------------------------------------------------------------------------------
2 48 0
- -----------------------------------------------------------------------------------------------------------------------------------
2 323 49 4 T D.C. ENERGY OFFICE DC Energy Hotline
- -----------------------------------------------------------------------------------------------------------------------------------
2 322 49 4 V D.C. ENERGY OFFICE Kit Tracking Process
- -----------------------------------------------------------------------------------------------------------------------------------
2 313 49 4 V D.C. ENERGY OFFICE Low Income Assistance Program
- -----------------------------------------------------------------------------------------------------------------------------------
2 312 49 4 V D.C. ENERGY OFFICE Residential Conservation Assistance
- -----------------------------------------------------------------------------------------------------------------------------------
2 314 49 4 V D.C. ENERGY OFFICE Utility Discount Program
- -----------------------------------------------------------------------------------------------------------------------------------
2 49
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1=Do Appl Lang 1 Number of
2=Not Do LOC Programs Appl Lang 1 Platform
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2 0 0 NT
- --------------------------------------------------------------------------------------------------------
2 0 0 UNIX
- --------------------------------------------------------------------------------------------------------
2 0
- --------------------------------------------------------------------------------------------------------
2 0 0 Unisys
- --------------------------------------------------------------------------------------------------------
2 0 0 VAX
- --------------------------------------------------------------------------------------------------------
2 0
- --------------------------------------------------------------------------------------------------------
2 0 0 DOS
- --------------------------------------------------------------------------------------------------------
2 0 0 Unix
- --------------------------------------------------------------------------------------------------------
2 0
- --------------------------------------------------------------------------------------------------------
2 0 0 Win 95
- --------------------------------------------------------------------------------------------------------
2 0
- --------------------------------------------------------------------------------------------------------
2 0 0 MVS/ESA 4.2, MVS/SP 1.3.6, VM/ESA
- --------------------------------------------------------------------------------------------------------
2 0 0 N/A
- --------------------------------------------------------------------------------------------------------
2 0 0 MVS/ESA 4.2, MVS/SP 1.3.6, VM/ESA
- --------------------------------------------------------------------------------------------------------
2 0 0 MVS/ESA 4.2, MVS/SP 1.3.6, VM/ESA
- --------------------------------------------------------------------------------------------------------
2 0 0 MVS/ESA 4.2, MVS/SP 1.3.6, VM/ESA
- --------------------------------------------------------------------------------------------------------
2 0 0 MVS/ESA 4.2, MVS/SP 1.3.6, VM/ESA
- --------------------------------------------------------------------------------------------------------
2 0 0 MVS/ESA 4.2, MVS/SP 1.3.6, VM/ESA
- --------------------------------------------------------------------------------------------------------
2 0 0 MVS/ESA 4.2, MVS/SP 1.3.6, VM/ESA
- --------------------------------------------------------------------------------------------------------
2 0 0 MVS/ESA 4.2, MVS/SP 1.3.6, VM/ESA
- --------------------------------------------------------------------------------------------------------
2 0 0 MVS/ESA 4.2, MVS/SP 1.3.6, VM/ESA
- --------------------------------------------------------------------------------------------------------
2 0 0 MVS/ESA 4.2, MVS/SP 1.3.6, VM/ESA
- --------------------------------------------------------------------------------------------------------
2 0 0 MVS/ESA 4.2, MVS/SP 1.3.6, VM/ESA
- --------------------------------------------------------------------------------------------------------
2 0
- --------------------------------------------------------------------------------------------------------
2 0 0 FoxPro 2.0 (Visual Basic) DOS 6.2
- --------------------------------------------------------------------------------------------------------
2 0 0 FoxPro 2.0 (Visual Basic) DOS 6.2
- --------------------------------------------------------------------------------------------------------
2 0 0 FoxPro 2.0 (Visual Basic) DOS 6.2
- --------------------------------------------------------------------------------------------------------
2 0 0 FoxPro 2.0 (Visual Basic) DOS 6.2
- --------------------------------------------------------------------------------------------------------
2 0 0 FoxPro 2.0 (Visual Basic) DOS 6.2
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>
Page 4
<PAGE>
ATTACHMENT 2
FIXED PRICE PER LINE OF CODE
APPLICATIONS WITH LANGUAGE AND/OR LINE OF CODE
<TABLE>
<CAPTION>
LINES OF NUMBER OF
AGENCY APPLICATION CODE PROGRAMS LANGUAGE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
UNIVERSITY OF THE DISTRICT OF COLUMBIA ALM 74,000 148 Mark V
- ----------------------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA INV 74,000 148 Mark V
- ----------------------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA PAR 74,000 148 Mark IV
- ----------------------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA SUP 74,000 148 Mark V
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Abandoned Vehicles 4,000 8 MicroFocus COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Bid Tabulation System 8,974 18 Microfocus COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Commercial Drivers License 40,000 80 Microfocus COBOL 4.032
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Federal Aid Billing System 17,469 35 Microfocus COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Labor Distribution System 20,555 41 Microfocus COBOL 4.032
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Vehicle Usage 20,996 42 Microfocus COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS 807 Job Reports 2,672 5 dBaseIV
- ----------------------------------------------------------------------------------------------------------------------------------
WASA Material Maintenance 49,221 98 Information v21.1
- ----------------------------------------------------------------------------------------------------------------------------------
WASA Technical Information Center
Management 72,000 144 Clipper87
- ----------------------------------------------------------------------------------------------------------------------------------
DEPT OF CONSUMER AND REGULATORY AFFAIRS Complaint Tracking, Monitoring
and Reporting System 100,000 200 Natural 1.4
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH Vital Records (Birth/Death) 20,000 20 COBOL II
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF FINANCIAL MANAGEMENT 1099 Miscellaneous Income 10,000 10 COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF FINANCIAL MANAGEMENT District Wide Bank Reconciliation 340,000 340 COBOL II
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF FINANCIAL MANAGEMENT District Wide Check Writing 80,000 80 COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF FINANCIAL MANAGEMENT Financial Management System
- FOCUS 40,000 80 FOCUS
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF FINANCIAL MANAGEMENT Financial Management System/DC
Controller's Financial Report 20,000 20 COBOL II
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF FINANCIAL MANAGEMENT Management Information Document
System 25,000 25 COBOL II
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF FINANCIAL MANAGEMENT Undeliverable Checks Sub-system 75,000 150 FOCUS
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF PERSONNEL Biweekly PACS 90,000 90 COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF PERSONNEL DCOP Correspondence Control System 600 1 COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF PERSONNEL Mainframe Reports 100,000 50 Easytrieve
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF FINANCIAL MANAGEMENT Financial Management System 4,500,000 4,500 COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH Addiction Prevention & Recovery
Administration 200,000 400 AS-400 release 3.2
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH Occupational & Licensing
Tracking System 16,000 32 PACE
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH Social Services Facilities
Tracking System 6,800 14 PACE
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICE OF THE CORPORATION COUNSEL Child Support Enforcement 200,000 400 BASIC
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH Childhood Lead Poisoning
Prevention Automated Registry 745 1 Clarion
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH Immunizations 11,000 22 Delphi
- ----------------------------------------------------------------------------------------------------------------------------------
DC DEPARTMENT OF RECREATION AND PARKS Adult Sports Scheduling &
Tracking System 500 1 Lotus Approach
- ----------------------------------------------------------------------------------------------------------------------------------
DC DEPARTMENT OF RECREATION AND PARKS Correspondence Tracking System 200 0 SCO UNIX C Compiler
- ----------------------------------------------------------------------------------------------------------------------------------
DC DEPARTMENT OF RECREATION AND PARKS Picnic Permit Tracking System 700 1 SCO UNIX C Compiler
- ----------------------------------------------------------------------------------------------------------------------------------
DC DEPARTMENT OF RECREATION AND PARKS Recreation Financial Management
System 6,000 12 SCO UNIX C Compiler
- ----------------------------------------------------------------------------------------------------------------------------------
DC DEPARTMENT OF RECREATION AND PARKS Volunteer Tracking System 500 1 Lotus Approach
- ----------------------------------------------------------------------------------------------------------------------------------
DEPT OF CONSUMER AND REGULATORY AFFAIRS Alcoholic Beverage Control
Licensing System 3,850 8 PACE
- ----------------------------------------------------------------------------------------------------------------------------------
DEPT OF CONSUMER AND REGULATORY AFFAIRS BRA - Weights & Measures 2,400 5 PACE
- ----------------------------------------------------------------------------------------------------------------------------------
DEPT OF CONSUMER AND REGULATORY AFFAIRS Corporate Tracking System 46,400 93 PACE
- ----------------------------------------------------------------------------------------------------------------------------------
DEPT OF CONSUMER AND REGULATORY AFFAIRS PMDCD Tracking System 58,200 116 PACE
- ----------------------------------------------------------------------------------------------------------------------------------
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Certificate of Occupancy
Subsystem 150,000 300 Natural 1.4
- ----------------------------------------------------------------------------------------------------------------------------------
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Compliance subsystem 200,000 400 Natural 1.4
- ----------------------------------------------------------------------------------------------------------------------------------
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Licensing Subsystem 500,000 1,000 Natural 1.4
- ----------------------------------------------------------------------------------------------------------------------------------
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Permits Subsystem 300,000 600 Natural 1.4
- ----------------------------------------------------------------------------------------------------------------------------------
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Property Subsystem 150,000 300 Natural 1.4
- ----------------------------------------------------------------------------------------------------------------------------------
DEPT OF CONSUMER AND REGULATORY AFFAIRS Violations Control System 150,000 150 COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
BOARD OF LABOR RELATIONS Contract Clause Search Pgm 500 1 PC REXX
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF EMPLOYMENT SERVICES DOCU/Master Job Match 100,000 100 COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF EMPLOYMENT SERVICES Financial Accounting & Reporting
System 5,000 5 COBOL II
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF EMPLOYMENT SERVICES Online Dictionary of Occupation 1,000 1 COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF EMPLOYMENT SERVICES Quality Control System 7,767 8 COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
Totals 8,050,049 10,601
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
ATTACHMENT 3
FIXED PRICE PER LINE OF CODE
APPLICATIONS WITHOUT LANGUAGE AND/OR LINES OF CODE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
AGENCY APPLICATIONS WITH ZERO LOC ENTRIES LANGUAGE IF KNOWN
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BOARD OF EDUCATION/DC PUBLIC SCHOOLS Student Information System
- ----------------------------------------------------------------------------------------------------------------------------------
BOARD OF EDUCATION/DC PUBLIC SCHOOLS SPSS
- ----------------------------------------------------------------------------------------------------------------------------------
BOARD OF ELECTIONS AND ETHICS Ballot Tabulation BASIC
- ----------------------------------------------------------------------------------------------------------------------------------
BOARD OF ELECTIONS AND ETHICS Voter Registration BASIC
- ----------------------------------------------------------------------------------------------------------------------------------
CHIEF PROCUREMENT OFFICER/OPP N/A
- ----------------------------------------------------------------------------------------------------------------------------------
COMMISSION ON JUDICIAL DISABILITIES AND TENURE Office Automation Tools N/A
- ----------------------------------------------------------------------------------------------------------------------------------
COMMISSION ON THE ARTS AND HUMANITIES Office Automation Tools
- ----------------------------------------------------------------------------------------------------------------------------------
COUNCIL OF THE DISTRICT OF COLUMBIA Legislative Tracking System MS Access
- ----------------------------------------------------------------------------------------------------------------------------------
COUNCIL OF THE DISTRICT OF COLUMBIA Personnel Management System MS Access
- ----------------------------------------------------------------------------------------------------------------------------------
D.C. ENERGY OFFICE DC Energy Hotline FoxPro 2.0 (Visual Basic)
- ----------------------------------------------------------------------------------------------------------------------------------
D.C. ENERGY OFFICE Kit Tracking Process FoxPro 2.0 (Visual Basic)
- ----------------------------------------------------------------------------------------------------------------------------------
D.C. ENERGY OFFICE Low Income Assistance Program FoxPro 2.0 (Visual Basic)
- ----------------------------------------------------------------------------------------------------------------------------------
D.C. ENERGY OFFICE Residential Conservation Assistance FoxPro 2.0 (Visual Basic)
- ----------------------------------------------------------------------------------------------------------------------------------
D.C. ENERGY OFFICE Utility Discount Program FoxPro 2.0 (Visual Basic)
- ----------------------------------------------------------------------------------------------------------------------------------
DC DEPARTMENT OF RECREATION AND PARKS Child Tracking System Unknown
- ----------------------------------------------------------------------------------------------------------------------------------
DC DEPARTMENT OF RECREATION AND PARKS Aquatic Tracking System Vendor COTS
- ----------------------------------------------------------------------------------------------------------------------------------
DC SPORTS COMMISSION - STARPLEX Tiny Turn
- ----------------------------------------------------------------------------------------------------------------------------------
DC SPORTS COMMISSION - STARPLEX SBT
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF ADMINISTRATIVE SERVICES Fuel Oil, Lubricants, Steam Dbase
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF ADMINISTRATIVE SERVICES Washington Gas Dbase
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF ADMINISTRATIVE SERVICES KEYFILE Oracle & KeyFile Database
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF ADMINISTRATIVE SERVICES Procurement Management Information System Oracle & KeyFile Database
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF ADMINISTRATIVE SERVICES Correspondence
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF ADMINISTRATIVE SERVICES Electric Bills
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF EMPLOYMENT SERVICES District Online Compensation System
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF EMPLOYMENT SERVICES District Unemployment Tax Automated System
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF EMPLOYMENT SERVICES America Workforce System
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF EMPLOYMENT SERVICES ES202
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH SHPDA RPG
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH Sexually Transmitted Diseases *Management Info System Clipper
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH DC Linkage and Tracking System Fox Pro
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH Bureau of Injury&Disability Program/DC Linkage&Tracking
Syst FoxPro for DOS
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH TB Patient Register Opal
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH DC Monitoring and Obstetrical and Monitoring System R-Base
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH Electronic Birth Certificate
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH KEYMASTER
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF HEALTH Rocky Mountain Cancer Data System
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Maintenance Planning & Inventory Advanced Revelations
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Super Can Tracking System Clipper dBase III
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Litter Control Management System Clipper dBASE III
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Service Request Tracking Clipper87
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Motor Vehicle Registration System Clipper87 dBase III
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Personnel dBase III
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Procurement dBase III
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Vector Control Tracking System dBase III
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Voucher Program Commercial Plan dBase III
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Warehouse Tracking dBase III
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Overhead Distribution System Microfocus COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Solid Waste Billing Microfocus COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
ATTACHMENT 3
FIXED PRICE PER LINE OF CODE
APPLICATIONS WITHOUT LANGUAGE AND/OR LINES OF CODE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
AGENCY APPLICATIONS WITH ZERO LOC ENTRIES LANGUAGE IF KNOWN
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DEPARTMENT OF PUBLIC WORKS Alert Center Service Request Tracking
- -----------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Bayscale Disposal Management System
- -----------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS MISTREE
- -----------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Snow Program
- -----------------------------------------------------------------------------------------------------------------------
DEPARTMENT OF PUBLIC WORKS Street Inventory System
- -----------------------------------------------------------------------------------------------------------------------
EXEC. OFFICE OF THE MAYOR Key File
- -----------------------------------------------------------------------------------------------------------------------
EXEC. OFFICE OF THE MAYOR Mayor's Schedule System
- -----------------------------------------------------------------------------------------------------------------------
FINANCIAL AUTHORITY/CHIEF MANAGEMENT OFFICER Legislative Data Base and Mail Log
- -----------------------------------------------------------------------------------------------------------------------
FINANCIAL AUTHORITY/CHIEF MANAGEMENT OFFICER Mail Log
- -----------------------------------------------------------------------------------------------------------------------
JUDICIAL NOMINATION COMMISSION Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF CAMPAIGN FINANCE Financial Disclosure Information System Oracle 7.34
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF CAMPAIGN FINANCE Inventory Tracking System Oracle 7.34
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF CAMPAIGN FINANCE Lobbyist Information Subsystem Oracle 7.34
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF CAMPAIGN FINANCE Mail Control Tracking System Oracle 7.34
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF CAMPAIGN FINANCE Public Information & Records Management Oracle 7.34
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF CAMPAIGN FINANCE Receipts & Expen. Information System Oracle 7.34
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF COMMUNICATIONS Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF EMPLOYEE APPEALS Elite
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF EMPLOYEE APPEALS Keyfile for Office of Employee Appeals
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF EMPLOYEE APPEALS Word Perfect for DOS
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF EXECUTIVE SECRETARY Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF GRANTS MANAGEMENT Grants Management Information System Lotus Notes/Dominoes4.5
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF INTERGOVERNMENTAL RELATIONS Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF PERSONNEL RIFRUNNER 'C'
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF PERSONNEL DC Government Annual leave bank Access
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF PERSONNEL Benefit Reconciliation System Clipper
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF PERSONNEL Management Training System MS Access
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF PERSONNEL Document Management I.S. Visual Basic 5.0
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF THE DISTRICT OF COLUMBIA AUDITOR ACL N/A
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF THE BUDGET Capital & Operating Budget Reports MS Access
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF THE CHIEF FINANCIAL OFFICER Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF THE CITY ADMINISTRATOR Correspondence Tracking System Lotus Notes
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF THE INSPECTOR GENERAL Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------
OFFICE OF THE PEOPLE'S COUNSEL Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------
OFFICE ON AGING Service Account Management Systems
- -----------------------------------------------------------------------------------------------------------------------
PUBLIC EMPLOYEE RELATIONS BOARD Office Automation Tools
- -----------------------------------------------------------------------------------------------------------------------
PUBLIC LIBRARY GEAC LIBS 100+
- -----------------------------------------------------------------------------------------------------------------------
PUBLIC LIBRARY Acquisition System
- -----------------------------------------------------------------------------------------------------------------------
PUBLIC LIBRARY ARCVIEW/separate DB
- -----------------------------------------------------------------------------------------------------------------------
PUBLIC LIBRARY Collection DC/Separate DB
- -----------------------------------------------------------------------------------------------------------------------
PUBLIC LIBRARY Government Documents
- -----------------------------------------------------------------------------------------------------------------------
PUBLIC LIBRARY READS
- -----------------------------------------------------------------------------------------------------------------------
PUBLIC LIBRARY Serials List
- -----------------------------------------------------------------------------------------------------------------------
PUBLIC LIBRARY Song Index/separate DB
- -----------------------------------------------------------------------------------------------------------------------
SUPERIOR COURT OF THE DISTRICT OF COL Adult Probation Records Access System
- -----------------------------------------------------------------------------------------------------------------------
SUPERIOR COURT OF THE DISTRICT OF COL Transaction Data Management System
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA CDS Mark V
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA ADM
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA BRS
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
AGENCY APPLICATIONS WITH ZERO LOC ENTRIES LANGUAGE IF KNOWN
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
UNIVERSITY OF THE DISTRICT OF COLUMBIA CUFS
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA FAS
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA FRS
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA LIB
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA PAY
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA PER
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA SIS PLUS
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA SRS
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA USE
- -----------------------------------------------------------------------------------------------------------------------
UNIVERSITY OF THE DISTRICT OF COLUMBIA Alumni Package
- -----------------------------------------------------------------------------------------------------------------------
WASA Scale Management System Clipper
- -----------------------------------------------------------------------------------------------------------------------
WASA System 62 Clipper87
- -----------------------------------------------------------------------------------------------------------------------
WASA Personnel Tracking & Employee Management dBase III
- -----------------------------------------------------------------------------------------------------------------------
WASA Waster Water Management Powerbuilder
- -----------------------------------------------------------------------------------------------------------------------
WASA Human Resources Staffing Pattern
- -----------------------------------------------------------------------------------------------------------------------
WASHINGTON CONVENTION CENTER AUTHORITY Famis 4.1
- -----------------------------------------------------------------------------------------------------------------------
WASHINGTON CONVENTION CENTER AUTHORITY Manakon
- -----------------------------------------------------------------------------------------------------------------------
WASHINGTON CONVENTION CENTER AUTHORITY HR/Partner
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3
<PAGE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 334 44 4 T WASHINGTON CONVENTION CENTER AUTHORITY HR Partner
2 936 44 4 T WASHINGTON CONVENTION CENTER AUTHORITY Manakon
2 44 0
2 222 45 4 T BOARD OF EDUCATION/DC PUBLIC SCHOOLS SPSS
2 227 45 4 T BOARD OF EDUCATION/DC PUBLIC SCHOOLS Student Information System
2 45 0
2 315 46 4 DC SPORTS COMMISSION - STARPLEX SBT
2 999 46 4 T DC SPORTS COMMISSION - STARPLEX Tiny Turn
2 46 0
2 271 47 4 V OFFICE ON AGING Service Account Management Systems
2 47 0
2 306 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA ADM
2 246 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA Alumni Package
2 306 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA BRS
2 307 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA CUFS
2 308 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA FAS
2 309 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA FRS
2 310 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA LIB
2 301 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA PAY
2 302 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA PER
2 300 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA SIS PLUS
2 300 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA SRS
2 300 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA USE
2 48 0
2 323 49 4 T D C ENERGY OFFICE DC Energy Hotline
2 322 49 4 V D C ENERGY OFFICE Kit Tracking Process
2 313 49 4 V D C ENERGY OFFICE Low Income Assistance Program
2 312 49 4 V D C ENERGY OFFICE Residential Conservation Assistance
2 314 49 4 V D C ENERGY OFFICE Utility Discount Program
2 49
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS Appl Number
1=Do Planning Lang 1 of
2=Not Do Blue P Partition LOC Programs Appl Lang 1 Platform
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 334 44 0 0 NT
2 936 44 0 0 UNIX
2 44 0
2 222 45 0 0 Unisys
2 227 45 0 0 VAX
2 45 0
2 315 46 0 0 DOS
2 999 46 0 0 Unix
2 46 0
2 271 47 0 0 Win 95
2 47 0
2 306 48 0 0 MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 246 48 0 0 N/A
2 306 48 0 0 MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 307 48 0 0 MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 308 48 0 0 MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 309 48 0 0 MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 310 48 0 0 MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 301 48 0 0 MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 302 48 0 0 MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 300 48 0 0 MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 300 48 0 0 MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 300 48 0 0 MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 48 0
2 323 49 0 0 FoxPro 2.0 (Visual Basic) DOS 6.2
2 322 49 0 0 FoxPro 2.0 (Visual Basic) DOS 6.2
2 313 49 0 0 FoxPro 2.0 (Visual Basic) DOS 6.2
2 312 49 0 0 FoxPro 2.0 (Visual Basic) DOS 6.2
2 314 49 0 0 FoxPro 2.0 (Visual Basic) DOS 6.2
2 49
</TABLE>
Page 4
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
PRICING ASSUMPTIONS AND CONDITIONS
Titan Software Systems is pleased to submit our proposal in response to the
Statement of Work in Support of Government of the District of Columbia Office
of the Chief Technology Officer. Our proposal is submitted based on Fixed
Price Line of Code. Our proposal shall remain valid for a period of sixty
(60) days from submission. The following items address the details of Titan's
proposal:
1.1 ADMINISTRATIVE INFORMATION
Any resultant contract should be issued in the name of:
Titan Software Systems Corporation
600 Maryland Avenue, SW, Suite 450 Attn: Contracts Department
Washington, DC 20024
Payment should be directed to:
Titan Software Systems Corporation
P.O. Box 92977
Los Angeles, California 90009
Account #11-078-877
1.2 PERIOD OF PERFORMANCE
Our pricing is based on a period of performance of thirty-five (35) weeks
from contract award.
1.3 LINE OF CODE RATES/PRICES
The following prices based on the Line of Code estimates provided by the
Office of the Chief Technology Officer.
1.3.1 MAINFRAME CODE
Renovate and test IBM/MVS based COBOL. Easytrieve and Focus programs at
[...***...] per line of code. MicroFocus COBOL programs will be processed at
the same costs per line of code.
Test only IBM/MVS Mainframe based COBOL. Easytrieve and Focus programs at
[...***...] per line of code. MicroFocus COBOL programs will be processed at
the same costs per line of code. The key assumption with the Test Only is a
10% defect rate in the code to be tested.
A contract line item of [...***...] will be established and worked down at a
rate of [...***...] per line of renovated and tested COBOL, Easytrieve and
Focus programs, and/or [...***...] per line of tested COBOL, Easytrieve or
Focus programs. If the DC Government is unable to supply the necessary Lines
of Code that amounts to [...***...], there will be no reduction in this line
item price.
1.3.2 OTHER CODE
The 23 other languages will be processed at [...***...] per line of code. It is
estimated that the DC Government will require approximately [...***...] LOC to
be processed for a total value of [...***...].
1.3.3 ADDITIONAL CODE
For all other applications where the current LOC is unknown, the rates
established above will apply. Titan will advise the Chief Technology Officer
immediately upon identification of such additional code. A notification to
proceed will be issued from the DC Government Contracts Department to Titan
in order to
*CONFIDENTIAL TREATMENT REQUESTED
3
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
expedite the processing of the code. A subsequent contract modification will
be issued to include such additional code and associated costs.
1.4 BILLING
The DC Government will agree to a milestone payment schedule and payment terms
of net 30 days. Titan will provide the DC government with Line of Code
statistics for billing and tracking purposes.
1.5 ASSUMPTIONS AND CONDITIONS
Our proposal is based on the following assumptions and conditions:
1.5.1 Minimum contract line item values will be established based on
paragraph 1.3 above.
1.5.2 The DC Government will contract directly with IBM to provide Data
Center services for testing for IBM MVS based mainframe testing. The DC
Government agrees to absorb all costs associated with providing Data Center
services, including required software and systems programming support.
1.5.2 Should the DC Government provide MicroFocus lines of code, the DC
Government will also provide a suitable test platform with the necessary
software.
1.5.3 Documentation will be provided for any project variations with a
Project Impact Report (PIR), and the DC Government agrees to address and
resolve the PIR within 24 hours.
1.5.4 Titan can supply support to the DC Government for Certain DC
Government project responsibilities. Examples of this support are Source Code
Collection, Execution of Baseline (DC Government Subject Matter Experts
(SMEs) would have to direct these effort). If these services are desired they
will be contracted under a separate task order.
1.5.5 Titan agrees to attempt to comply with the goal of 35% LSDB
participation. This is reflected in Attachment No. 01, Small Business and
Small Disadvantaged Business Subcontracting Plan.
1.6 YEAR 2000 WARRANTY--SERVICES
(a) Titan warrants that they (1) have the ability to perform the agreed
Year 2000 services as described in the Statement of Work; (2) shall provide
suitable resources with that degree of skill and judgment normally exercised
by recognized professional firms performing services of a similar nature; and
(3) will endeavor to provide Year 2000 services hereunder on a timely basis
consistent with the difficulty and scope of services to be provided.
Customer's sole and exclusive remedy for breach of this warranty is to have
the Contractor re-perform any services whose non-compliance with this
warranty is made known by Customer to Contractor in writing within ninety
(90) days after Customer's acceptance of the non-compliance services.
(b) Except as expressly provided in this Year 2000 Warranty, Contractor
disclaims any warranty, responsibility, or liability for the Year 2000
compliance or functionality of Customer's hardware, software, firmware or
computer systems, and disclaims any warranty that any services provided will
achieve Year 2000 compliance or functionality with Customer's systems. The
provisions of this Year 2000 Warranty shall take precedence over any
inconsistent provisions elsewhere in this Contract including its exhibits and
attachments.
(c) Customer warrants that it holds title to or a sufficient license in
the software systems and line of code ("LOC") to which Titan is given access
pursuant to this Contract, so as to lawfully allow Titan to perform any
services required under this Contract. Customer shall indemnify, defend, and
hold harmless Contractor from and against any claim, demand, cause of action,
loss, damage, or cost (including reasonable attorney's fees) arising out of
or relating to any breach of the warranty in the preceding
4
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
sentence or a claim by any third party that Contractor is not entitled to
have access to, or to perform services upon, any such LOC or software.
(d) Customer's sole and exclusive remedy, and Titan's and its
subcontractor's sole obligation under or in respect of any warranty provided
herein shall be for Titan and its subcontractors to provide, for a period of
90 days after completion of the services provided under this agreement,
trained personnel for the sole purpose of rendering rectification services to
resolve any Year 2000 date or date-related problems notified to Titan during
such period.
1.7 REPRESENTATIONS AND WARRANTIES
1.7.1 REPRESENTATIONS AND WARRANTIES ON AUTHORITY AND OWNERSHIP OF
CONTRACTOR-CREATED DELIVERABLES. Contractor and its subcontractors represent
and warrant to Customer that Contractor has full and sufficient right to
assign or grant the rights and/or licenses granted to Customer by Contractor
in the Contract Documents. Contractor represents and warrants to Customer
that, upon payment by Contractor of all applicable invoices, Customer shall
be the sole owner of all Contractor-Created Deliverables and all U.S.
copyrights therein.
1.7.2 REPRESENTATION AND WARRANTY ON NON-INFRINGEMENT.
(a) Contractor represents and warrants to Customer that no
Customer-Created Deliverable, to the extent not modified by Customer or any
other party, infringes any U.S. patent, copyright, trademark or other
intellectual property rights (including trade secrets), privacy or similar
rights of any third party, nor, to Contractor's knowledge, has any claim of
such infringement been threatened or asserted, and no such claim is pending,
against Contractor or, to Contractor's knowledge, against any entity from
which Contractor has obtained such rights. The foregoing warranty shall not
apply where the alleged infringement was based on or attributable to (i) any
combination, operation or use of any Deliverable with any equipment or
programs which are neither supplied by Contractor nor specified in the
Contract Documents for that purpose; (ii) use or modification of Materials
provided to Contractor by Customer and such use or modification by Contractor
was within the scope of a Statement of Work and this Agreement; or (iii)
compliance with Customer's specifications. In addition, the foregoing
warranty shall not apply with respect to any claim alleging infringement of
any trademark, trade name, product name or similar right where the claim of
infringement is based on or results from the use of any name or mark selected
by Customer.
(b) In the event of a breach of the warranty set forth in subsection (a)
of this Section, Contractor shall have the option, at its expense, (i) to
modify the Contractor-Created Deliverables to make them non-infringing, (ii)
to obtain for Customer the right to continue using the Contractor-Created
Deliverables, or (iii) to substitute Deliverables reasonably acceptable to
Customer which do not so infringe in place of the infringing
Contractor-Created Deliverables; if none of these options are commercially
reasonable for Customer, then the exclusive remedy for that breach of the
foregoing warranty shall be the termination of the relevant Statement of Work
and the refund by Contractor to Customer of all payments made by Customer to
Contractor for the infringing Contractor-Created Deliverables.
(c) Notwithstanding any contrary terms in any Contract Document, if
Customer requests Contractor to perform work on software, Customer represents
and warrants that it has the right to do so and agrees to protect, defend,
hold harmless and indemnify Contractor from and against any and all claims,
damages, liabilities, losses and expenses (including reasonable attorney's
fees) asserted by a third party (including, without limitation, a licensor of
that software) based on or arising out of alleged or actual infringement by
Contractor of that third party's rights, but only to the extent that
Contractor's work on that software was within the scope of a Statement of
Work and this Agreement.
5
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
1.7.3 REPRESENTATION AND WARRANTY RELATING TO YEAR 2000 SERVICES
The representations and warranties relating to Year 2000 Services are set
forth herein and shall govern with respect to services performed in
connection with the Statement of Work.
1.7.4. OTHER REPRESENTATIONS AND WARRANTIES DISCLAIMED. EXCEPT AS PROVIDED
IN THIS ARTICLE AND PARAGRAPH 1.7.4.1, ALL WARRANTIES, CONDITIONS,
REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING
BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF Contractor, ITS AGENTS OR
Subcontractors OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY SUPERSEDED,
EXCLUDED AND DISCLAIMED. WITHOUT LIMITING THE FOREGOING, Contractor EXPRESSLY
DISCLAIMS ANY WARRANTY OR LIABILITY WITH RESPECT TO DESIGN OR LATENT DEFECTS
OR WITH RESPECT TO THE YEAR 2000. Client acknowledges that it is a
sophisticated Party to this Agreement and recognizes and agrees that the
terms of this Article 1.7 are an integral part of Contractor's pricing and an
important factor in Contractor's willingness to enter into the Contract
Documents and to agree to perform services under them.
1.7.4.1 COMPREHENSIVE RENOVATION, VALIDATION SERVICES
Contractor represents and warrants to Client that any source code change made
by Contractor as part of the Year 2000 Services shall be consistent with the
DataMap specifications and renovation specifications. In the event of a breach
of the foregoing warranty, Contractor shall correct the change so as to bring
it into compliance with that warranty. Any claim for breach of the foregoing
warranty must be made by written notice to Contractor within 60 days of the
first production run of a daily, weekly or monthly system, or of the first
simulated or actual run of a quarterly, semi-annual or annual system. Client
shall implement the renovated Code and conduct that first run no later than
30 days after Client's sign-off on testing of such renovated Code. Failure to
make such claim within said 60-day period shall constitute a waiver by Client
of said claim.
The services provided hereunder are dependent upon the information supplied
by Client to Contractor with regard to Client's Code, including without
limitation Client's review of the DataMap, and upon the test data provided by
Client. In light of this, and the changes which might be made by Client or
any third party in any Code that Contractor renovates or in Code that
interacts with that Code, Contractor provides the warranty set forth above
for the time period set forth above and does not warrant that any Code will
function without problems.
1.7.4.2 VALIDATION ONLY
In connection with Year 2000 Validation only Services provided pursuant to
the Statement of Work, Contractor represents and warrants that Contractor
will scan all data which the Client sends to Contractor (which has been
extracted in accordance with the Extraction Guide) and that Contractor will
provide an Electronic DataMap based on this source data which will
substantially conform to the description in the EDM Guide. In the event of a
breach of the foregoing warranty, Client's sole remedy shall be for
Contractor to perform again the services in respect of which the foregoing
has been breached to bring them into compliance with such warranty. Any claim
for breach of the foregoing warranty must be made by written notice to
Contractor within 30 days of Client's receipt of the Electronic DataMap from
Contractor or said claim shall be waived.
Client recognizes that it is responsible for all information supplied to
Contractor with respect to Client's Code, including without limitation
Client's review of the DataMap, if applicable. ACCORDINGLY, EXCEPT AS SET
FORTH IN THE PRECEDING PARAGRAPH AND THE IMMEDIATELY FOLLOWING PARAGRAPH AND
IN ARTICLE 1.7 OF THE PROPOSAL, Contractor EXPRESSLY DISCLAIMS ANY AND ALL
OTHER WARRANTIES. Without limiting the foregoing, Client recognizes that
Contractor specifically does not warrant that, in performing these services,
Contractor will identify all Client Code which may not properly handle dates
during and after the Year 2000. THE PARTIES RECOGNIZE AND AGREE THAT THOSE
SERVICES DO NOT CONSTITUTE A RESPONSIBILITY PROJECT AND CONTRACTOR DOES NOT
WARRANT ANY
6
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
PARTICULAR OUTCOME; CLIENT SHALL REMAIN SOLELY RESPONSIBLE FOR THE RESULTS
ACHIEVED IN THE EFFORTS EXPENDED WITH RESPECT TO THE PARTICULAR STATEMENT OF
WORK. IN PARTICULAR, THE PARTIES RECOGNIZE AND AGREE THAT CONTRACTOR DOES NOT
WARRANT THAT THE TESTING OF CLIENT'S CODE WILL BE COMPLETE OR MEET ANY
PARTICULAR SERVICE LEVEL OR QUALITY.
Contractor further represents and warrants that the software licensed to
Client by Contractor will function substantially in accordance with its
documentation provided that such software has been used in accordance with
operating instructions. Contractor is not responsible for obsolescence of the
software provided hereunder that may result from changes in Client's
requirements. The foregoing warranty shall apply only to the most current
version of the software at issue. Contractor assumes no responsibility for
the use of superseded, outdated, or uncorrected versions of the software.
In the event of a breach of the foregoing warranty with respect to licensed
software, Contractor will use commercially reasonable efforts to correct the
defect. In the event that such defect is not corrected, Contractor will
replace the software at no charge or, at Contractor's option, Contractor will
refund the purchase price for such software. This paragraph sets forth
Client's sole and exclusive remedy, and Contractor's sole and exclusive
liability, with respect to defective software. Any claim for breach of the
foregoing warranty must be made by written notice to Contractor within 30
days of Client's receipt from Contractor of the software at issue or said
claim shall be waived.
1.8 INDEMNIFICATION
1.8.1 If, as a result of Contractor's negligence, Client or Client's
employees suffer personal injury or property damage, Contractor will
reimburse Client for that portion of any claims Client actually pays for
which Contractor is legally liable.
1.8.2 If, as a result of Client's negligence, Contractor or Contractor's
employees suffer personal injury or property damage, Client will reimburse
Contractor for that portion of any claims Contractor actually pays for which
Client is legally liable.
1.8.3 Except for claims covered by Section 1.9 below, Client will release,
discharge, defend at its expense, indemnify and hold Contractor, Contractor's
Affiliates and their respective officers, directors, shareholders, employees,
independent brokers and agents (the "Indemnitees") harmless from all claims
or actions by Client or by third parties arising out of or relating to
Client's breach of Section 1.9.2 above or Client's or any third party's use
of or inability to use, or as a result of any defect in, any Deliverable and
will pay all settlements, costs and expenses (including costs of
investigation and reasonable legal fees and expenses), damages, liabilities
and awards provided that Contractor promptly notifies Client in writing of
the claim, provides Client a copy of all information received by Contractor
with respect to the claim or action, cooperates with Client in defending or
settling the claim or action, and allows Client to control the defense and
settlement of the claim or action, including the selection of attorneys. The
Indemnitee will have the right to participate in the settlement or defense of
any such claim or action at its own expense.
1.9 LIMITATION OF LIABILITY
1.9.1 To the maximum extent permitted by applicable law, each party's
entire liability and the other party's exclusive remedy for damages from any
event or claim arising under or relating to the Contract Documents, for any
cause whatsoever, and regardless of the form of action, whether in contract
or in tort (including breach of warranty and negligence), will be limited as
follows:
(a) With respect to which breaches or defaults have occurred, or which
authorized Services have given rise to claims, each party will be liable for
the other party's direct damages, in an amount not to exceed, in the
aggregate for all claims arising under or in connection with such Services,
the total amount of compensation paid to Contractor for such Services.
7
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
(b) In no event will a party be liable for: (i) any damages caused by the
other party's failure or the failure of the other party's Affiliates or
suppliers to perform their responsibilities; (ii) any claims or demands of
third parties (other than those third party claims covered by Sections 8.1
above in the case of Contractor and Sections 8.2 and 8.3 above in the case of
Client); or (iii) any lost profits, loss of business, loss of use, lost
savings or other consequential, special, incidental, indirect, exemplary or
punitive damages, even if advised of the possibility of such damages.
(c) Neither party will be held responsible, or to have failed to meet its
obligations under the Contract Documents, if it either delays performance or
fails to perform as a result of any cause beyond its reasonable control
(including, without limitation, the other party's failure to perform its
responsibilities as set forth in this Section and above).
1.9.2 The foregoing limitation will not apply to: (i) the payment of
additional compensation to Contractor pursuant to Change Orders; (ii) the
payment of settlements, costs, damages and legal fees referred to in Section
8.3 above; (iii) any claims by Client for reimbursement under Section 8.1
above; or (iv) any claims by Contractor for reimbursement under Section 8.2
above. The limitations of liability set forth in this Section 9 will survive
the failure of any limited or exclusive remedy set forth in the Contract
Documents and the expiration of termination of the Contract Documents.
8
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
ATTACHMENT NO. 1
SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING PLAN
9
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
INTRODUCTION
Titan's SB/SDB Subcontracting Plan is detailed on the following pages. We
have included both a specific plan for this effort, and our Corporate Master
Subcontracting Plan.
Titan Software Systems Corporation is committed to complying with the
requirement to maximize subcontracting opportunities for small,
disadvantaged, and women-owned firms.
10
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
SMALL BUSINESS AND SMALL DISADVANTAGED
BUSINESS SUBCONTRACTING PLAN
DATE: 19 MARCH 1999
TITAN SOFTWARE SYSTEMS CORPORATION
600 MARYLAND AVENUE
WASHINGTON, DC 20024
(202)484-1400
ITEM/SERVICE: GOVERNMENT OF THE DISTRICT OF COLUMBIA, OFFICE OF THE CHIEF
TECHNOLOGY OFFICER, YEAR 2000 SERVICES
The following, together with any attachments, is hereby submitted as a
Subcontracting Plan to satisfy the applicable requirements of Public Law
95-507 as implemented by OFPP Policy Letter 80-2.
1. (a) The following percentage goals (expressed in terms of a percentage
of total planned subcontracting dollars) are applicable to the
contract cited above or to the contract awarded under the
solicitation cited.
Local Small Disadvantaged Business (LSDB) concerns: 35% of total
planned subcontracting dollars under this contract will go to
subcontractors who are small business concerns owned and controlled
by socially and economically disadvantaged individuals.
(b) The following dollar values correspond to the percentage goals shown
in (a) above.
(i) Total dollars planned to be subcontracted to SDB concerns: TBD.
(c) The total estimated dollar value of all planned subcontracting (to
all type of business concerns) under this contract is $TBD.
(d) The following principal products and/or services will be
subcontracted under this contract, and the distribution among SB and
SDB concerns is as follows:
Software, Programmer services for Y2K efforts.
(e) Titan is currently negotiating with the following companies:
Brandon Telecommunications Group
Symbiont, Inc.
IMTAS, Inc.
(f) Indirect and overhead costs (check one below):
- WILL BE included in the goals.
11
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
2. The following individual will administer the subcontracting program:
Name: Peggy Owens
------------------------------------------------------
Titan Software Systems Corporation
Address: 600 Maryland Avenue, SW, Washington, DC 20024
------------------------------------------------------
Telephone: (202) 484-1400
------------------------------------------------------
Title: Subcontracts Administrator
------------------------------------------------------
This individual's specific duties, as they relate to the firm's
subcontracting program, are as follows:
General overall responsibility for this company's Small Business Program,
the development, preparation and execution of the individual
subcontracting plans and for monitoring performance relative to
contractual subcontracting requirements contained in this plan, including
but not limited to:
(a) Developing and maintaining bidder's lists of SB and SDB concerns
from all possible sources.
(b) Ensuring that procurement packages are structured to permit SB and
SDB concerns to participate to the maximum extent possible.
(c) Assuring inclusion of SB and SDB concerns in all solicitation for
products or services which they are capable of providing.
(d) Reviewing solicitations to remove statements, clauses, etc., which
may tend to restrict or prohibit SB and SDB participation.
(e) Ensuring periodic rotation of potential sub-contractors on bidders
lists.
(f) Ensuring that the bid proposal review board documents its reasons
for not selecting low bids submitted by SB and SDB concerns.
(g) Ensuring the establishment and maintenance of records of
solicitations and subcontract award activity.
(h) Attending or arranging for attendance of company counselors at
Business Opportunity Workshops, Minority Business Enterprise Seminars,
Trade Fairs, etc.
(i) Conducting or arranging for conduct of motivational training for
purchasing personnel pursuant to the intent P.L. 95-507.
(j) Monitoring attainment of proposed goals.
(k) Preparing and submitting periodic subcontracting reports required.
12
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
(l) Coordinating contractor's activities during the conduct compliance
reviews by Federal agencies.
(m) Coordinating the conduct of contractor's activities involving its SB
and SDB subcontracting program.
(n) Additions to (or deletions from) the duties specified above are as
follows:
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
3. The following efforts will be taken to assure that SB and SDB concerns
will have an equitable opportunity to compete for subcontracts:
(a) Outreach efforts will be made as follows:
(i) Contacts with minority and small business trade associations
(ii) Contacts with business development organizations
(iii) Attendance at small and minority business procurement
conference and trade fairs.
(b) The following internal efforts will be made to guide and encourage
buyers:
(i) Workshops, seminars and training programs will be conducted
(ii) Activities will be monitored to evaluate compliance with
this subcontracting plan
(c) SB and SDB concern source lists, guides and other data identifying
SB and SDB concerns will be maintained and utilized by buyers in
soliciting subcontracts.
(d) Additions to (or deletions from) the above listed efforts are as
follows:
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
4. The bidder (contractor) agrees that the clause entitled Utilization of
Small Business Concerns and Small Business Concerns Owned and Controlled
by Socially and Economically Disadvantaged Individuals will be included
in all subcontracts which offer further subcontracting opportunities, and
all subcontractors except small business concerns who received
subcontracts in excess of $500,000 will be required to adopt and comply
with a subcontracting plan similar to this one. Such plans will be
reviewed by comparing them with the provisions of Public Law 95-507, and
assuring that all minimum requirements of an acceptable subcontracting
plan have been satisfied. The acceptability of percentage goals shall be
determined on a case-by-case basis depending on the supplies/services
involved, the availability of potential small and small disadvantaged
subcontractors, and prior experience. Once approved and implemented,
13
<PAGE>
TITAN PROPOSAL NO. BP03
SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF INFORMATION TECHNOLOGY
plans will be monitored through the submission of periodic reports,
and/or, as time and availability of funds permit, periodic visits to
subcontractors facilities to review applicable records and subcontracting
program progress.
5. The bidder (contractor) agrees to submit such periodic reports and
cooperate in any studies or surveys as may be required by the contracting
agency or the Small Business Administration in order to determine the
extent of compliance by the bidder with the subcontracting plan and with
the clause entitled Utilization of Small Business Concerns and Small
Business Concerns Owned and Controlled by Socially and Economically
Disadvantaged individuals, contained in the contract.
6. The bidder (contractor) agrees that he will maintain at least the
following types of records to document compliance with this
subcontracting plan:
(a) SB and SDB concern source lists, guides and other data identifying
SB/SDB vendors.
(b) Organizations contacted for SB and SDB sources.
(c) On a contract-by-contract basis, records on all subcontract
solicitations over $100,000, indicating on each solicitation (1)
whether SB concerns were solicited, and if not why not; (2) whether
SDB concerns were solicited, and if not, why not; (3) reasons for the
failure of solicited SB or SDB concerns to receive the subcontract
award.
(d) Records to support other outreach efforts: Contacts with Minority and
Small Business Trade Associations, etc. Attendance at small and
minority business procurement conferences and trade fairs.
(e) Records to support internal activities to guide and encourage
buyers: Workshops, seminars, training programs, etc. Monitoring
activities to evaluate compliance.
(f) On a contract-by-contract basis, records to support subcontract
award data to include name and address of subcontractor.
(g) Records to be maintained in addition to the above are as follows:
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
Plan Accepted by:
- --------------------------------------- -------------------------------
Contracting Officer Date
NOTE TO CONTRACTING OFFICER: Upon incorporation of a plan into the contract
indicated herein, the estimated dollar value of the Contract is $(TO BE
FILLED IN BY CONTRACTING OFFICER)
14
<PAGE>
<TABLE>
<CAPTION>
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 320 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA ALM
2 321 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA CDS
2 319 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA INV
2 299 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA PAR
2 325 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA SUP
2 8 0
2 109 10 4 B DEPARTMENT OF PUBLIC WORKS Abandoned Vehicles
2 142 10 4 B DEPARTMENT OF PUBLIC WORKS Bid Tabulation System
2 140 10 4 B DEPARTMENT OF PUBLIC WORKS Commercial Drivers License
2 146 10 4 B DEPARTMENT OF PUBLIC WORKS Federal Aid Billing System
2 161 10 4 B DEPARTMENT OF PUBLIC WORKS Labor Distribution System
2 163 10 4 B DEPARTMENT OF PUBLIC WORKS Overhead Distribution System
2 141 10 4 B DEPARTMENT OF PUBLIC WORKS Solid Waste Billing
2 164 10 4 B DEPARTMENT OF PUBLIC WORKS Vehicle Usage
2 10 0
2 162 12 4 B DEPARTMENT OF PUBLIC WORKS 807 Job Reports
2 178 12 4 B DEPARTMENT OF PUBLIC WORKS Alert Center Service Request Tracking
2 179 12 4 B DEPARTMENT OF PUBLIC WORKS Bayscale Disposal Management System
2 173 12 4 B DEPARTMENT OF PUBLIC WORKS Litter Control Management System
2 165 12 4 B DEPARTMENT OF PUBLIC WORKS Maintenance Planning & Inventory
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS MISTREE
2 143 12 4 B DEPARTMENT OF PUBLIC WORKS Motor Vehicle Registration System
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Personnel
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Procurement
2 177 12 4 B DEPARTMENT OF PUBLIC WORKS Service Request Tracking
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS Snow Program
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS Street Inventory System
2 175 12 4 B DEPARTMENT OF PUBLIC WORKS Super Can Tracking System
2 172 12 4 B DEPARTMENT OF PUBLIC WORKS Vector Control Tracking System
2 174 12 4 B DEPARTMENT OF PUBLIC WORKS Voucher Program Commercial Plan
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Warehouse Tracking
2 72 12 2 B WASA Human Resources Staffing Pattern
2 70 12 2 B WASA Material Maintenance
2 71 12 2 B WASA Personnel Tracking & Employee Management
2 75 12 2 B WASA Scale Management System
2 69 12 2 B WASA System 62
2 74 12 2 B WASA Technical Information Center Management
2 73 12 2 B WASA Waster Water Management
2 12 0
2 258 15 3 B DEPT OF CONSUMER AND REGULATORY AFFAI Complaint Tracking, Monitoring and
Reporting System
2 15 0
2 191 30 1 T DEPARTMENT OF HEALTH Vital Records (Birth/Death)
2 147 30 1 T OFFICE OF FINANCIAL MANAGEMENT 1099 Miscellaneous Income
2 148 30 1 T OFFICE OF FINANCIAL MANAGEMENT District Wide Bank Reconciliation
2 111 30 1 T OFFICE OF FINANCIAL MANAGEMENT District Wide Check Writing
2 112 30 1 T OFFICE OF FINANCIAL MANAGEMENT Financial Management System - FOCUS
2 167 30 1 T OFFICE OF FINANCIAL MANAGEMENT Financial Management System/DC
Controller's Financial Rep
2 110 30 1 T OFFICE OF FINANCIAL MANAGEMENT Management Information Document System
2 166 30 1 T OFFICE OF FINANCIAL MANAGEMENT Undeliverable Checks Sub-system
</TABLE>
<TABLE>
<CAPTION>
1=Do Planning IBM Appl Lang 1 Number of
2=Not Do Blue P Partition Cluster Disp Agency Name LOC Programs
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2 320 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark V
2 321 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0 Mark V
2 319 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark V
2 299 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark IV
2 325 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark V
2 8 0 592
2 109 10 4 B DEPARTMENT OF PUBLIC WORKS 4,000 8
2 142 10 4 B DEPARTMENT OF PUBLIC WORKS 8,974 18 Microfocus COBOL
2 140 10 4 B DEPARTMENT OF PUBLIC WORKS 40,000 80 Microfocus COBOL 4.032
2 146 10 4 B DEPARTMENT OF PUBLIC WORKS 17,469 35 Microfocus COBOL
2 161 10 4 B DEPARTMENT OF PUBLIC WORKS 20,555 41 Microfocus COBOL 4.032
2 163 10 4 B DEPARTMENT OF PUBLIC WORKS 0 Microfocus COBOL
2 141 10 4 B DEPARTMENT OF PUBLIC WORKS 0 Microfocus COBOL
2 164 10 4 B DEPARTMENT OF PUBLIC WORKS 20,996 42 Microfocus COBOL
2 10 0 224
2 162 12 4 B DEPARTMENT OF PUBLIC WORKS 2,672 5 dBASEIV
2 178 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0
2 179 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0
2 173 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 Clipper dBASEIII
2 165 12 4 B DEPARTMENT OF PUBLIC WORKS 0 Advanced Revelations
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS 0
2 143 12 4 B DEPARTMENT OF PUBLIC WORKS 0 Clipper87 dBase III
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 177 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 Clipper87
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS 0
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS 0
2 175 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 Clipper dBase III
2 172 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 174 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 72 12 2 B WASA 0 0
2 70 12 2 B WASA 49,221 98 Information v21.1
2 71 12 2 B WASA 0 0 dBase III
2 75 12 2 B WASA 0 0 Clipper
2 69 12 2 B WASA 0 0 Clipper87
2 74 12 2 B WASA 72,000 144 Clipper87
2 73 12 2 B WASA 0 0 Powerbuilder
2 12 0 248
2 258 15 3 B DEPT OF CONSUMER AND REGULATORY AFFAI 100,000 200 Natural 1.4
2 15 0 200
2 191 30 1 T DEPARTMENT OF HEALTH 20,000 20 COBOL II
2 147 30 1 T OFFICE OF FINANCIAL MANAGEMENT 10,000 10 COBOL
2 148 30 1 T OFFICE OF FINANCIAL MANAGEMENT 340,000 340 COBOL II
2 111 30 1 T OFFICE OF FINANCIAL MANAGEMENT 80,000 80 COBOL
2 112 30 1 T OFFICE OF FINANCIAL MANAGEMENT 40,000 80 FOCUS
2 167 30 1 T OFFICE OF FINANCIAL MANAGEMENT 20,000 20 COBOL II
2 110 30 1 T OFFICE OF FINANCIAL MANAGEMENT 25,000 25 COBOLII
2 166 30 1 T OFFICE OF FINANCIAL MANAGEMENT 75,000 150 FOCUS
</TABLE>
<TABLE>
<CAPTION>
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Platform
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 320 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 321 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 319 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 299 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 325 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 8 0
2 109 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 142 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 140 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 146 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 161 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 163 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 141 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 164 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 10 0
2 162 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 178 12 4 B DEPARTMENT OF PUBLIC WORKS
2 179 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 173 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 165 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 143 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 177 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS
2 175 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 172 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 174 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 72 12 2 B WASA Windows
2 70 12 2 B WASA Primo
2 71 12 2 B WASA Windows
2 75 12 2 B WASA DOS
2 69 12 2 B WASA Windows
2 74 12 2 B WASA DOS
2 73 12 2 B WASA Windows
2 12 0
2 258 15 3 B DEPT OF CONSUMER AND REGULATORY AFFAI Vax 8200
2 15 0
2 191 30 1 T DEPARTMENT OF HEALTH MVS
2 147 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 148 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 111 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 112 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 167 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 110 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 166 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
</TABLE>
Page 1
<PAGE>
<TABLE>
<CAPTION>
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 201 30 4 T OFFICE OF PERSONNEL Biweekly PACS
2 200 30 4 T OFFICE OF PERSONNEL DCOP Correspondence Control System
2 199 30 4 T OFFICE OF PERSONNEL Mainframe Reports
2 182 30 4 T OFFICE OF PERSONNEL RIFRUNNER
2 287 30 1 ? SUPERIOR COURT OF THE DISTRICT OF COL Adult Probation Records Access System
2 297 30 1 V SUPERIOR COURT OF THE DISTRICT OF COL Transaction Data Management System
2 30 0
2 113 31 1 T OFFICE OF FINANCIAL MANAGEMENT Financial Management System
2 31 0
2 289 32 1 V BOARD OF ELECTIONS AND ETHICS Ballot Tabulation
2 290 32 1 V BOARD OF ELECTIONS AND ETHICS Voter Registration
2 192 32 1 T DEPARTMENT OF HEALTH Addiction Prevention & Recovery
Administration
2 193 32 1 T DEPARTMENT OF HEALTH Occupational & Licensing Tracking System
2 180 32 1 T DEPARTMENT OF HEALTH SHPDA
2 194 32 1 T DEPARTMENT OF HEALTH Social Services Facilities Tracking System
2 269 32 1 T OFFICE OF THE CORPORATION COUNSEL Child Support Enforcement
2 32 0
2 181 33 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES Procurement Management Information System
2 328 33 1 T OFFICE OF CAMPAIGN FINANCE Financial Disclosure Information System
2 326 33 1 T OFFICE OF CAMPAIGN FINANCE Inventory Tracking System
2 329 33 1 T OFFICE OF CAMPAIGN FINANCE Lobbyist Information Subsystem
2 331 33 1 T OFFICE OF CAMPAIGN FINANCE Mail Control Tracking System
2 330 33 1 T OFFICE OF CAMPAIGN FINANCE Public Information & Records Management
2 327 33 1 T OFFICE OF CAMPAIGN FINANCE Receipts & Expen. Information System
2 33 0
2 999 34 1 CHIEF PROCUREMENT OFFICER/OFFICE OF PU N/A
2 999 34 1 V COMMISSION OF JUDICIAL DISABILITIES AND
TE Office Automataion Tools
2 280 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA Legislative Tracking System
2 279 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA Personnel Management System
2 999 34 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES Correspondence
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Electric Bills
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Fuel Oil, Lubricants, Steam
2 198 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES KEYFILE
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Washington Gas
2 212 34 1 T DEPARTMENT OF HEALTH Bureau of Injury & Disability Program/DC
Linkage & Tracking Sy
2 210 34 1 T DEPARTMENT OF HEALTH Childhood Lead Poisoning Prevention
Automated Registry
2 211 34 1 T DEPARTMENT OF HEALTH DC Linkage and Tracking System
2 196 34 1 T DEPARTMENT OF HEALTH DC Monitoring and Obstetrical and
Monitoring System
2 195 34 1 T DEPARTMENT OF HEALTH Electronic Birth Certificate
2 218 34 1 T DEPARTMENT OF HEALTH Immunizations
2 197 34 1 T DEPARTMENT OF HEALTH KEYMASTER
2 189 34 1 T DEPARTMENT OF HEALTH Rocky Mountain Cancer Data System
2 190 34 1 T DEPARTMENT OF HEALTH Sexually Transmitted Diseases Management
Info System
2 217 34 1 T DEPARTMENT OF HEALTH TB Patient Register
2 266 34 1 V EXEC OFFICE OF THE MAYOR Key File
2 267 34 1 U EXEC OFFICE OF THE MAYOR Mayor's Schedule System
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Legislative Data Base and Mail Log
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Mail Log
2 999 34 1 T JUDICIAL NOMINATION COMMISSION Office Automation Tools
2 999 34 1 OFFICE OF COMMUNICATIONS Office Automation Tools
</TABLE>
<TABLE>
<CAPTION>
1=Do Planning IBM Appl Lang 1 Number of
2=Not Do Blue P Partition Cluster Disp Agency Name LOC Programs Appl Lang 1
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2 201 30 4 T OFFICE OF PERSONNEL 90,000 90 COBOL
2 200 30 4 T OFFICE OF PERSONNEL 600 1 COBOL
2 199 30 4 T OFFICE OF PERSONNEL 0 Easytrieve
2 182 30 4 T OFFICE OF PERSONNEL 0 'C'
2 287 30 1 ? SUPERIOR COURT OF THE DISTRICT OF COL 0 0
2 297 30 1 V SUPERIOR COURT OF THE DISTRICT OF COL 0 0
2 30 0 816
2 113 31 1 T OFFICE OF FINANCIAL MANAGEMENT 4,500,000 4,500 COBOL
2 31 0 4,500
2 289 32 1 V BOARD OF ELECTRONICS AND ETHICS 0 0 BASIC
2 290 32 1 V BOARD OF ELECTRONICS AND ETHICS 0 0 BASIC
2 192 32 1 T DEPARTMENT OF HEALTH 200,000 400 AS-400 release 3.2
2 193 32 1 T DEPARTMENT OF HEALTH 16,000 32 PACE
2 180 32 1 T DEPARTMENT OF HEALTH 0 0 RPG
2 194 32 1 T DEPARTMENT OF HEALTH 6,800 14 PACE
2 269 32 1 T OFFICE OF THE CORPORATION COUNSEL 200,000 400 BASIC
2 33 0 846
2 181 33 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES 0 Oracle & KeyFile
Database
2 328 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 326 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 329 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 331 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 330 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 327 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 33 0 0
2 999 34 1 CHIEF PROCUREMENT OFFICER/OFFICE OF PU 0 0
2 999 34 1 COMMISSION OF JUDICIAL DISABILITIES AND 0 0 N/A
TE
2 280 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 0 0 MS Access
2 279 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 0 0 MS Access
2 999 34 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0 Dbase
2 198 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0 Oracle & KeyFile
Database
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0 Dbase
2 212 34 1 T DEPARTMENT OF HEALTH 0 0 FoxPro for DOS
2 210 34 1 T DEPARTMENT OF HEALTH 745 1 Clarion
2 211 34 1 T DEPARTMENT OF HEALTH 0 0 Fox Pro
2 196 34 1 T DEPARTMENT OF HEALTH 0 0 R-Base
2 195 34 1 T DEPARTMENT OF HEALTH 0 0
2 218 34 1 T DEPARTMENT OF HEALTH 11,000 22 Delphi
2 197 34 1 T DEPARTMENT OF HEALTH 0 0
2 189 34 1 T DEPARTMENT OF HEALTH 0 0
2 190 34 1 T DEPARTMENT OF HEALTH 0 0 Clipper
2 217 34 1 T DEPARTMENT OF HEALTH 0 0 Opal
2 266 34 1 V EXEC OFFICE OF THE MAYOR 0 0
2 267 34 1 U EXEC OFFICE OF THE MAYOR 0 0
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF 0 0
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF 0 0
2 999 34 1 T JUDICIAL NOMINATION COMMISSION 0 0
2 999 34 1 OFFICE OF COMMUNICATIONS 0 0
</TABLE>
<TABLE>
<CAPTION>
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Platform
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 201 30 4 T OFFICE OF PERSONNEL MVS
2 200 30 4 T OFFICE OF PERSONNEL MVS
2 199 30 4 T OFFICE OF PERSONNEL MVS
2 182 30 4 T OFFICE OF PERSONNEL MVS
2 287 30 1 ? SUPERIOR COURT OF THE DISTRICT OF COL
2 297 30 1 V SUPERIOR COURT OF THE DISTRICT OF COL MVS
2 30 0
2 113 31 1 T OFFICE OF FINANCIAL MANAGEMENT
2 31 0
2 289 32 1 V BOARD OF ELECTIONS AND ETHICS IBM RISC 6000/Operating System IBM
2 290 32 1 V BOARD OF ELECTIONS AND ETHICS IBM RISC 6000 Operating System IBM
2 192 32 1 T DEPARTMENT OF HEALTH AS/400
2 193 32 1 T DEPARTMENT OF HEALTH WANG
2 180 32 1 T DEPARTMENT OF HEALTH AS400
2 194 32 1 T DEPARTMENT OF HEALTH WANG
2 269 32 1 T OFFICE OF THE CORPORATION COUNSEL UNIX - Sequent 5000 Dual 100 MHZ C
2 33 0
2 181 33 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES
2 328 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3.x
2 326 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3.x
2 329 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3.x
2 331 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3.x
2 330 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3.x
2 327 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3.x
2 33 0
2 999 34 1 CHIEF PROCUREMENT OFFICER/OFFICE OF PU N/A
2 999 34 1 COMMISSION OF JUDICIAL DISABILITIES AND N/A
TE
2 280 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 143 PC's and 3 servers (mostly 486's)
2 279 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 143 PC's and 3 servers (mostly 486's)
2 999 34 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES PC DOS/Win 95
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES PC Dos/Win 95
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES PC/Win 95
2 198 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES PC
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES DOS/Windows 3.11
2 212 34 1 T DEPARTMENT OF HEALTH PC
2 210 34 1 T DEPARTMENT OF HEALTH PC
2 211 34 1 T DEPARTMENT OF HEALTH PC
2 196 34 1 T DEPARTMENT OF HEALTH PC
2 195 34 1 T DEPARTMENT OF HEALTH PC
2 218 34 1 T DEPARTMENT OF HEALTH PC
2 197 34 1 T DEPARTMENT OF HEALTH
2 189 34 1 T DEPARTMENT OF HEALTH PC
2 190 34 1 T DEPARTMENT OF HEALTH PC
2 217 34 1 T DEPARTMENT OF HEALTH PC
2 266 34 1 V EXEC OFFICE OF THE MAYOR Novell 4.1.1
2 267 34 1 U EXEC OFFICE OF THE MAYOR PC Application on NT server
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Novell 4.1.1 (50 user license)
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Novell 4.1.1 (50 user license)
2 999 34 1 T JUDICIAL NOMINATION COMMISSION 2 pc's (1-386 SX and 1-486) Plan to r
2 999 34 1 OFFICE OF COMMUNICATIONS
</TABLE>
Page 2
<PAGE>
<TABLE>
<CAPTION>
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 999 34 1 OFFICE OF EXECUTIVE SECRETARY Office Automation Tools
2 270 34 1 T OFFICE OF GRANTS MANAGEMENT Grants Management Information System
2 999 34 1 OFFICE OF INTERGOVERNMENTAL RELATIONS Office Automation Tools
2 202 34 1 T OFFICE OF PERSONNEL Benefit Reconciliation System
2 204 34 1 T OFFICE OF PERSONNEL DC Government Annual leave bank
2 205 34 1 T OFFICE OF PERSONNEL Document Management I.S.
2 203 34 1 T OFFICE OF PERSONNEL Management Training System
2 999 34 1 U OFFICE OF THE DISTRICT OF COLUMBIA AUDIT ACL
2 332 34 1 T OFFICE OF THE BUDGET Capital & Operating Budget Reports
2 999 34 1 OFFICE OF THE CHIEF FINANCIAL OFFICER Office Automation Tools
2 268 34 1 T OFFICE OF THE CITY ADMINISTRATOR Correspondence Tracking System
2 999 34 1 U OFFICE OF THE INSPECTOR GENERAL Office Automation Tools
2 999 34 1 T OFFICE OF THE PEOPLE'S COUNSEL Office Automation Tools
2 34 0
2 275 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Adult Sports Scheduling & Tracking System
2 278 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Aquatic Tracking System
2 274 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Child Tracking System
2 273 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Correspondence Tracking System
2 276 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Picnic Permit Tracking System
2 272 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Recreation Financial Management System
2 277 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Volunteer Tracking System
2 35 0
2 261 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Alcoholic Beverage Control Licensing
System
2 255 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI BRA - Weights & Measures
2 257 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Corporate Tracking System
2 256 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI PMDCD Tracking System
2 252 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI TMR - Certificate of Occupancy Subsystem
2 253 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI TMR - Compliance subsystem
2 260 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI TMR - Licensing Subsystem
2 259 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI TMR - Permits Subsystem
2 254 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI TMR - Property Subsystem
2 251 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Violations Control System
2 38 0
2 292 39 3 R BOARD OF LABOR RELATIONS Contract Clause Search Pgm
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES America Workforce System
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES District Online Compensation System
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES District Unemployment Tax Automated
System
2 235 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES DOCU/Master Job Match
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES ES202
2 231 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES Financial Accounting & Reporting System
2 233 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES Online Dictionary of Occupation
2 234 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES Quality Control System
2 39 0
2 999 42 4 T PUBLIC LIBRARY Acquisition System
2 999 42 4 T PUBLIC LIBRARY ARCVIEW/separate DB
2 999 42 4 T PUBLIC LIBRARY Collection DC/Separate DB
2 999 42 4 T PUBLIC LIBRARY GEAC LIBS 100+
2 999 42 4 T PUBLIC LIBRARY Government Documents
2 999 42 4 T PUBLIC LIBRARY READS
2 999 42 4 T PUBLIC LIBRARY Serials List
</TABLE>
<TABLE>
<CAPTION>
1=Do Planning IBM Appl Lang 1 Number of
2=Not Do Blue P Partition Cluster Disp Agency Name LOC Programs Appl Lang 1
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2 999 34 1 OFFICE OF EXECUTIVE SECRETARY 0 0
2 270 34 1 T OFFICE OF GRANTS MANAGEMENT 0 0 Lotus Notes/
Dominoes4.5
2 999 34 1 OFFICE OF INTERGOVERNMENTAL RELATIONS 0 0
2 202 34 1 T OFFICE OF PERSONNEL 0 Clipper
2 204 34 1 T OFFICE OF PERSONNEL 0 Access
2 205 34 1 T OFFICE OF PERSONNEL 0 Visual Basic 5.0
2 203 34 1 T OFFICE OF PERSONNEL 0 MS Access
2 999 34 1 U OFFICE OF THE DISTRICT OF COLUMBIA AUDIT 0 0 N/A
2 332 34 1 T OFFICE OF THE BUDGET 0 0 MS Access
2 999 34 1 OFFICE OF THE CHIEF FINANCIAL OFFICER 0 0
2 268 34 1 T OFFICE OF THE CITY ADMINISTRATOR 0 0 Lotus Notes
2 999 34 1 U OFFICE OF THE INSPECTOR GENERAL 0 0
2 999 34 1 T OFFICE OF THE PEOPLE'S COUNSEL 0 0
2 34 0 23
2 275 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 500 1 Lotus Approach
2 278 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 0 0 Vendor COTS
2 274 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 0 0 Unknown
2 273 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 200 0 SCO UNIX C Compiler
2 276 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 700 1 SCO UNIX C Compiler
2 272 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 6,000 12 SCO UNIX C Compiler
2 277 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 500 1 Lotus Approach
2 35 0 16
2 261 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI 3,850 8 PACE
2 255 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI 2,400 5 PACE
2 257 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI 46,400 93 PACE
2 256 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI 58,200 116 PACE
2 252 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI 150,000 300 Natural 1.4
2 253 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI 200,000 400 Natural 1.4
2 260 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI 500,000 1,000 Natural 1.4
2 259 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI 300,000 600 Natural 1.4
2 254 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI 150,000 300 Natural 1.4
2 251 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI 150,000 150 COBOL
2 38 0 2,972
2 292 39 3 R BOARD OF LABOR RELATIONS 500 1 PC REXX
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 0 0
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 0 0
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 0 0
2 235 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 100,000 100 COBOL
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 0 0
2 231 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 5,000 5 COBOL II
2 233 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 1,000 1 COBOL
2 234 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 7,767 8 COBOL
2 39 0 115
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
</TABLE>
<TABLE>
<CAPTION>
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Platform
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 999 34 1 OFFICE OF EXECUTIVE SECRETARY
2 270 34 1 T OFFICE OF GRANTS MANAGEMENT Novell
2 999 34 1 OFFICE OF INTERGOVERNMENTAL RELATIONS
2 202 34 1 T OFFICE OF PERSONNEL PC
2 204 34 1 T OFFICE OF PERSONNEL PC
2 205 34 1 T OFFICE OF PERSONNEL PC
2 203 34 1 T OFFICE OF PERSONNEL PC
2 999 34 1 U OFFICE OF THE DISTRICT OF COLUMBIA AUDIT Win 95
2 332 34 1 T OFFICE OF THE BUDGET Novell 4.1.1
2 999 34 1 OFFICE OF THE CHIEF FINANCIAL OFFICER
2 268 34 1 T OFFICE OF THE CITY ADMINISTRATOR Novell 4.1.1
2 999 34 1 U OFFICE OF THE INSPECTOR GENERAL
2 999 34 1 T OFFICE OF THE PEOPLE'S COUNSEL 24 pc's on Lan NOVEL 4.1/Office 97/W
2 34 0
2 275 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486 S/X
2 278 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486 S/X
2 274 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486 S/X
2 273 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486 S/X
2 276 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486 S/X
2 272 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486 S/X
2 277 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486 S/X
2 35 0
2 261 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Wang VS 300
2 255 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Wang VS 300
2 257 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Wang VS 5000
2 256 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Wang VS 300
2 252 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Vax 8200
2 253 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Vax 8200
2 260 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Vax 8200
2 259 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Vax 8200
2 254 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Vax 8200
2 251 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAI Micro Vax II
2 38 0
2 292 39 3 R BOARD OF LABOR RELATIONS Win 95/PC
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 235 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES NT
2 231 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 233 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 234 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 39 0
2 999 42 4 T PUBLIC LIBRARY Univac
2 999 42 4 T PUBLIC LIBRARY
2 999 42 4 T PUBLIC LIBRARY DOS
2 999 42 4 T PUBLIC LIBRARY UNIX
2 999 42 4 T PUBLIC LIBRARY win95
2 999 42 4 T PUBLIC LIBRARY
2 999 42 4 T PUBLIC LIBRARY DOS
Page 3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 999 42 4 T PUBLIC LIBRARY Song Index/separate DB
2 42 0
2 999 43 4 T COMMISSION ON THE ARTS AND HUMANITIES Office Automation Tools
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Elite
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Keyfile for Office of Employee Appeals
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Word Perfect for DOS
2 999 43 4 T PUBLIC EMPLOYEE RELATIONS BOARD Office Automation Tools
2 43 0
2 335 44 4 T WASHINGTON CONVENTION CENTER AUTHORIT Farnis 4.1
2 334 44 4 T WASHINGTON CONVENTION CENTER AUTHORIT HR/Partner
2 336 44 4 T WASHINGTON CONVENTION CENTER AUTHORIT Manakon
2 44 0
2 222 45 4 T BOARD OF EDUCATION/DC PUBLIC SCHOOLS SPSS
2 223 45 4 T BOARD OF EDUCATION/DC PUBLIC SCHOOLS Student Information System
2 45 0
2 315 46 4 DC SPORTS COMMISSION - STARPLEX SBT
2 999 46 4 T DC SPORTS COMMISSION - STARPLEX Tiny Turn
2 46 0
2 271 47 4 V OFFICE ON AGING Service Account Management Systems
2 47 0
2 308 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA ADM
2 288 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA Alumni Package
2 305 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA BRS
2 307 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA CUFS
2 306 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA FAS
2 304 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA FRS
2 310 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA LIB
2 301 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA PAY
2 302 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA PER
2 309 48 4 T UNIVERSITY OF THE DISTRICT OF COLUMBIA SIS PLUS
2 303 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA SRS
2 300 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA USE
2 48 0
2 323 49 4 T D C ENERGY OFFICE DC Energy Hotline
2 322 49 4 V D C ENERGY OFFICE Kit Tracking Process
2 313 49 4 V D C ENERGY OFFICE Low Income Assistance Program
2 312 49 4 V D C ENERGY OFFICE Residential Conservation Assistance
2 314 49 4 V D C ENERGY OFFICE Utility Discount Program
2 49
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Appl Number
1=Do Planning IBM Lang 1 of
2=Not Do Blue P Partition Cluster Disp Agency Name LOC Programs Appl Lang 1
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2 999 42 4 T PUBLIC LIBRARY 0 0
2 42 0 0
2 999 43 4 T COMMISSION ON THE ARTS AND HUMANITIES 0 0
2 999 43 4 OFFICE OF EMPLOYEE APPEALS 0 0
2 999 43 4 OFFICE OF EMPLOYEE APPEALS 0 0
2 999 43 4 OFFICE OF EMPLOYEE APPEALS 0 0
2 999 43 4 T PUBLIC EMPLOYEE RELATIONS BOARD 0 0
2 43 0 0
2 335 44 4 T WASHINGTON CONVENTION CENTER AUTHORIT 0 0
2 334 44 4 T WASHINGTON CONVENTION CENTER AUTHORIT 0 0
2 336 44 4 T WASHINGTON CONVENTION CENTER AUTHORIT 0 0
2 44 0 0
2 222 45 4 T BOARD OF EDUCATION/DC PUBLIC SCHOOLS 0 0
2 223 45 4 T BOARD OF EDUCATION/DC PUBLIC SCHOOLS 0 0
2 45 0 0
2 315 46 4 DC SPORTS COMMISSION - STARPLEX 0 0
2 999 46 4 T DC SPORTS COMMISSION - STARPLEX 0 0
2 46 0 0
2 271 47 4 V OFFICE ON AGING 0 0
2 47 0 0
2 308 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 288 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 305 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 307 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 306 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 304 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 310 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 301 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 302 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 309 48 4 T UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 303 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 300 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0
2 48 0 0
2 323 49 4 T D C ENERGY OFFICE 0 0 FoxPro 2.0 (Visual Basic)
2 322 49 4 V D C ENERGY OFFICE 0 0 FoxPro 2.0 (Visual Basic)
2 313 49 4 V D C ENERGY OFFICE 0 0 FoxPro 2.0 (Visual Basic)
2 312 49 4 V D C ENERGY OFFICE 0 0 FoxPro 2.0 (Visual Basic)
2 314 49 4 V D C ENERGY OFFICE 0 0 FoxPro 2.0 (Visual Basic)
2 49
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Platform
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 999 42 4 T PUBLIC LIBRARY DOS
2 42 0
2 999 43 4 T COMMISSION ON THE ARTS AND HUMANITIES
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Unix
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Win 3.1
2 999 43 4 OFFICE OF EMPLOYEE APPEALS DOS
2 999 43 4 T PUBLIC EMPLOYEE RELATIONS BOARD
2 43 0
2 335 44 4 T WASHINGTON CONVENTION CENTER AUTHORIT UNIX
2 334 44 4 T WASHINGTON CONVENTION CENTER AUTHORIT NT
2 336 44 4 T WASHINGTON CONVENTION CENTER AUTHORIT UNIX
2 44 0
2 222 45 4 T BOARD OF EDUCATION/DC PUBLIC SCHOOLS Unisys
2 223 45 4 T BOARD OF EDUCATION/DC PUBLIC SCHOOLS VAX
2 45 0
2 315 46 4 DC SPORTS COMMISSION - STARPLEX DOS
2 999 46 4 T DC SPORTS COMMISSION - STARPLEX Unix
2 46 0
2 271 47 4 V OFFICE ON AGING Win 95
2 47 0
2 308 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 288 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA N/A
2 305 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 307 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 306 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 304 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 310 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 301 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 302 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 309 48 4 T UNIVERSITY OF THE DISTRICT OF COLUMBIA MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 303 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 300 48 4 V UNIVERSITY OF THE DISTRICT OF COLUMBIA MVS/ESA 4.2. MVS/SP 1.3.6, VM/ESA
2 48 0
2 323 49 4 T D C ENERGY OFFICE DOS 6.2
2 322 49 4 V D C ENERGY OFFICE DOS 6.2
2 313 49 4 V D C ENERGY OFFICE DOS 6.2
2 312 49 4 V D C ENERGY OFFICE DOS 6.2
2 314 49 4 V D C ENERGY OFFICE DOS 6.2
2 49
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 4
<PAGE>
ATTACHMENT 2
FIXED PRICE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
LINES OF NUMBER OF
AGENCY APPLICATION CODE PROGRAMS
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
UNIVERSITY OF THE DISTRICT OF COLUMBIA ALM 74,000 148
UNIVERSITY OF THE DISTRICT OF COLUMBIA INV 74,000 148
UNIVERSITY OF THE DISTRICT OF COLUMBIA PAR 74,000 148
UNIVERSITY OF THE DISTRICT OF COLUMBIA SUP 74,000 148
DEPARTMENT OF PUBLIC WORKS Abandoned Vehicles 4,000 8
DEPARTMENT OF PUBLIC WORKS Bid Tabulation System 8,974 18
DEPARTMENT OF PUBLIC WORKS Commercial Drivers License 40,000 80
DEPARTMENT OF PUBLIC WORKS Federal Aid Billing System 17,469 35
DEPARTMENT OF PUBLIC WORKS Labor Distribution System 20,555 41
DEPARTMENT OF PUBLIC WORKS Vehicle Usage 20,996 42
DEPARTMENT OF PUBLIC WORKS 807 Job Reports 2,672 5
WASA Material Maintenance 49,221 98
WASA Technical Information Center Management 72,000 144
DEPT OF CONSUMER AND REGULATORY AFFAIRS Complaint Tracking, Monitoring and Reporting System 100,000 200
DEPARTMENT OF HEALTH Vital Records (Birth/Death) 20,000 20
OFFICE OF FINANCIAL MANAGEMENT 1099 Miscellaneous Income 10,000 10
OFFICE OF FINANCIAL MANAGEMENT District Wide Bank Reconciliation 340,000 340
OFFICE OF FINANCIAL MANAGEMENT District Wide Check Writing 80,000 80
OFFICE OF FINANCIAL MANAGEMENT Financial Management System - FOCUS 40,000 80
OFFICE OF FINANCIAL MANAGEMENT Financial Management System/DC Controller's Financial Report 20,000 20
OFFICE OF FINANCIAL MANAGEMENT Management Information Document System 25,000 25
OFFICE OF FINANCIAL MANAGEMENT Undeliverable Checks Sub-system 75,000 150
OFFICE OF PERSONNEL Biweekly PACS 90,000 90
OFFICE OF PERSONNEL DCOP Correspondence Control System 600 1
OFFICE OF PERSONNEL Mainframe Reports 100,000 50
OFFICE OF FINANCIAL MANAGEMENT Financial Management System 4,500,000 4,500
DEPARTMENT OF HEALTH Addiction Prevention & Recovery Administration 200,000 400
DEPARTMENT OF HEALTH Occupational & Licensing Tracking System 16,000 32
DEPARTMENT OF HEALTH Social Services Facilities Tracking System 6,800 14
OFFICE OF CORPORATION COUNSEL Child Support Enforcement 200,000 400
DEPARTMENT OF HEALTH Childhood Lead Poisoning Prevention Automated Registry 745 1
DEPARTMENT OF HEALTH Immunizations 11,000 22
DEPARTMENT RECREATION AND PARKS Adult Sports Scheduling & Tracking System 500 1
DEPARTMENT RECREATION AND PARKS Correspondence Tracking System 200 0
DEPARTMENT RECREATION AND PARKS Picnic Permit Tracking System 700 1
DEPARTMENT RECREATION AND PARKS Recreation Financial Management System 6,000 12
DEPARTMENT RECREATION AND PARKS Volunteer Tracking System 500 1
DEPT OF CONSUMER AND REGULATORY AFFAIRS Alcoholic Beverage Control Licensing System 3,850 8
DEPT OF CONSUMER AND REGULATORY AFFAIRS BRA - Weights & Measures 2,400 5
DEPT OF CONSUMER AND REGULATORY AFFAIRS Corporate Tracking System 46,400 93
DEPT OF CONSUMER AND REGULATORY AFFAIRS PMDCD Tracking System 58,200 116
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Certificate of Occupancy Subsystem 150,000 300
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Compliance Subsystem 200,000 400
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Licensing Subsystem 500,000 1,000
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Permits Subsystem 300,000 600
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Property Subsystem 150,000 300
DEPT OF CONSUMER AND REGULATORY AFFAIRS Violations Control System 150,000 150
BOARD OF LABOR RELATIONS Contract Clause Search Pgm 500 1
DEPARTMENT OF EMPLOYMENT SERVICES DOCU/Master Job Match 100,000 100
DEPARTMENT OF EMPLOYMENT SERVICES Financial Accounting & Reporting System 5,000 5
DEPARTMENT OF EMPLOYMENT SERVICES Online Dictionary of Occupation 1,000 1
DEPARTMENT OF EMPLOYMENT SERVICES Quality Control System 7,767 8
- ----------------------------------------------------------------------------------------------------------------------------------
TOTALS 8,050,049 10,601
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
AGENCY APPLICATION Language
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
UNIVERSITY OF THE DISTRICT OF COLUMBIA ALM Mark V
UNIVERSITY OF THE DISTRICT OF COLUMBIA INV Mark V
UNIVERSITY OF THE DISTRICT OF COLUMBIA PAR Mark IV
UNIVERSITY OF THE DISTRICT OF COLUMBIA SUP Mark V
DEPARTMENT OF PUBLIC WORKS Abandoned Vehicles MicroFocus COBOL
DEPARTMENT OF PUBLIC WORKS Bid Tabulation System Microfocus COBOL
DEPARTMENT OF PUBLIC WORKS Commercial Drivers License Microfocus COBOL 4.032
DEPARTMENT OF PUBLIC WORKS Federal Aid Billing System Microfocus COBOL
DEPARTMENT OF PUBLIC WORKS Labor Distribution System Microfocus COBOL 4.032
DEPARTMENT OF PUBLIC WORKS Vehicle Usage Microfocus COBOL
DEPARTMENT OF PUBLIC WORKS 807 Job Reports dBaseIV
WASA Material Maintenance Information v21.1
WASA Technical Information Center Management Clipper87
DEPT OF CONSUMER AND REGULATORY AFFAIRS Complaint Tracking, Monitoring and Reporting System Natural 1.4
DEPARTMENT OF HEALTH Vital Records (Birth/Death) COBOL II
OFFICE OF FINANCIAL MANAGEMENT 1099 Miscellaneous Income COBOL
OFFICE OF FINANCIAL MANAGEMENT District Wide Bank Reconciliation COBOL II
OFFICE OF FINANCIAL MANAGEMENT District Wide Check Writing COBOL
OFFICE OF FINANCIAL MANAGEMENT Financial Management System - FOCUS FOCUS
OFFICE OF FINANCIAL MANAGEMENT Financial Management System/DC Controller's Financial Report COBOL II
OFFICE OF FINANCIAL MANAGEMENT Management Information Document System COBOLII
OFFICE OF FINANCIAL MANAGEMENT Undeliverable Checks Sub-system FOCUS
OFFICE OF PERSONNEL Biweekly PACS COBOL
OFFICE OF PERSONNEL DCOP Correspondence Control System COBOL
OFFICE OF PERSONNEL Mainframe Reports Easytrieve
OFFICE OF FINANCIAL MANAGEMENT Financial Management System COBOL
DEPARTMENT OF HEALTH Addiction Prevention & Recovery Administration AS-400 release 3.2
DEPARTMENT OF HEALTH Occupational & Licensing Tracking System PACE
DEPARTMENT OF HEALTH Social Services Facilities Tracking System PACE
OFFICE OF CORPORATION COUNSEL Child Support Enforcement BASIC
DEPARTMENT OF HEALTH Childhood Lead Poisoning Prevention Automated Registry Clarion
DEPARTMENT OF HEALTH Immunizations Delphi
DEPARTMENT RECREATION AND PARKS Adult Sports Scheduling & Tracking System Lotus Approach
DEPARTMENT RECREATION AND PARKS Correspondence Tracking System SCO UNIX C Compiler
DEPARTMENT RECREATION AND PARKS Picnic Permit Tracking System SCO UNIX C Compiler
DEPARTMENT RECREATION AND PARKS Recreation Financial Management System SCO UNIX C Compiler
DEPARTMENT RECREATION AND PARKS Volunteer Tracking System Lotus Approach
DEPT OF CONSUMER AND REGULATORY AFFAIRS Alcoholic Beverage Control Licensing System PACE
DEPT OF CONSUMER AND REGULATORY AFFAIRS BRA - Weights & Measures PACE
DEPT OF CONSUMER AND REGULATORY AFFAIRS Corporate Tracking System PACE
DEPT OF CONSUMER AND REGULATORY AFFAIRS PMDCD Tracking System PACE
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Certificate of Occupancy Subsystem Natural 1.4
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Compliance Subsystem Natural 1.4
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Licensing Subsystem Natural 1.4
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Permits Subsystem Natural 1.4
DEPT OF CONSUMER AND REGULATORY AFFAIRS TMR - Property Subsystem Natural 1.4
DEPT OF CONSUMER AND REGULATORY AFFAIRS Violations Control System COBOL
BOARD OF LABOR RELATIONS Contract Clause Search Pgm PC REXX
DEPARTMENT OF EMPLOYMENT SERVICES DOCU/Master Job Match COBOL
DEPARTMENT OF EMPLOYMENT SERVICES Financial Accounting & Reporting System COBOL II
DEPARTMENT OF EMPLOYMENT SERVICES Online Dictionary of Occupation COBOL
DEPARTMENT OF EMPLOYMENT SERVICES Quality Control System COBOL
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
APPLICATIONS WITHOUT LINES OF CODE
<TABLE>
<CAPTION>
AGENCY APPLICATIONS WITH ZERO LoC ENTRIES LANGUAGE IF KNOWN
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BOARD OF EDUCATION / DC PUBLIC SCHOOLS Student Information System
BOARD OF EDUCATION / DC PUBLIC SCHOOLS SPSS
BOARD OF ELECTIONS AND ETHICS Ballot Tabulation BASIC
BOARD OF ELECTIONS AND ETHICS Voter Registration BASIC
CHIEF PROCUREMENT OFFICER/OPP N/A
COMMISSION ON JUDICIAL DISABILITIES AND TENURE Office Automataion Tools N/A
COMMISSION ON THE ARTS AND HUMANITIES Office Automation Tools
COUNCIL OF THE DISTRICT OF COLUMBIA Legislative Tracking System MS Access
COUNCIL OF THE DISTRICT OF COLUMBIA Personnel Management System MS Access
D.C. ENERGY OFFICE DC Energy Hotline FoxPro 2.0 (Visual Basic)
D.C. ENERGY OFFICE Kit Tracking Process FoxPro 2.0 (Visual Basic)
D.C. ENERGY OFFICE Low Income Assistance Program FoxPro 2.0 (Visual Basic)
D.C. ENERGY OFFICE Residential Conservation Assistance FoxPro 2.0 (Visual Basic)
D.C. ENERGY OFFICE Utility Discount Program FoxPro 2.0 (Visual Basic)
DC DEPARTMENT OF RECREATION AND PARKS Child Tracking System Unknown
DC DEPARTMENT OF RECREATION AND PARKS Aquatic Tracking System Vendor COTS
DC SPORTS COMMISSION - STARPLEX Tiny Turn
DC SPORTS COMMISSION - STARPLEX SBT
DEPARTMENT OF ADMINISTRATIVE SERVICES Fuel Oil, Lubricants, Steam Dbase
DEPARTMENT OF ADMINISTRATIVE SERVICES Washington Gas Dbase
DEPARTMENT OF ADMINISTRATIVE SERVICES KEYFILE Oracle & KeyFile Database
DEPARTMENT OF ADMINISTRATIVE SERVICES Procurement Management Information System Oracle & KeyFile Database
DEPARTMENT OF ADMINISTRATIVE SERVICES Correspondence
DEPARTMENT OF ADMINISTRATIVE SERVICES Electric Bills
DEPARTMENT OF EMPLOYMENT SERVICES District Online Compensation System
DEPARTMENT OF EMPLOYMENT SERVICES District Unemployment Tax Automated System
DEPARTMENT OF EMPLOYMENT SERVICES America Workforce System
DEPARTMENT OF EMPLOYMENT SERVICES ES202
DEPARTMENT OF HEALTH SHPDA RPG
DEPARTMENT OF HEALTH Sexually Transmitted Diseases *Management Info System Clipper
DEPARTMENT OF HEALTH DC Linkage and Tracking System Fox Pro
DEPARTMENT OF HEALTH Bureau of Injury&Disability Program/DC Linkage&Tracking FoxPro for DOS
Syst
DEPARTMENT OF HEALTH TB Patient Register Opal
DEPARTMENT OF HEALTH DC Monitoring and Obstetrical and Monitoring System R-Base
DEPARTMENT OF HEALTH Electronic Birth Certificate
DEPARTMENT OF HEALTH KEYMASTER
DEPARTMENT OF HEALTH Rocky Mountain Cancer Data System
DEPARTMENT OF PUBLIC WORKS Maintenance Planning & Inventory Advanced Revelations
DEPARTMENT OF PUBLIC WORKS Super Can Tracking System Clipper dBase III
DEPARTMENT OF PUBLIC WORKS Litter Control Management System Clipper dBaseIII
DEPARTMENT OF PUBLIC WORKS Service Request Tracking Clipper87
DEPARTMENT OF PUBLIC WORKS Motor Vehicle Registration System Clipper87 dBase III
DEPARTMENT OF PUBLIC WORKS Personnel dBase III
DEPARTMENT OF PUBLIC WORKS Procurement dBase III
DEPARTMENT OF PUBLIC WORKS Vector Control Tracking System dBase III
DEPARTMENT OF PUBLIC WORKS Voucher Program Commercial Plan dBase III
DEPARTMENT OF PUBLIC WORKS Warehouse Tracking dBase III
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
APPLICATIONS WITHOUT LINES OF CODE
<TABLE>
<CAPTION>
AGENCY APPLICATIONS WITH ZERO LoC ENTRIES LANGUAGE IF KNOWN
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DEPARTMENT OF PUBLIC WORKS Overhead Distribution System Microfocus COBOL
DEPARTMENT OF PUBLIC WORKS Solid Waste Billing Microfocus COBOL
DEPARTMENT OF PUBLIC WORKS Alert Center Service Request Tracking
DEPARTMENT OF PUBLIC WORKS Bayscale Disposal Management System
DEPARTMENT OF PUBLIC WORKS MISTREE
DEPARTMENT OF PUBLIC WORKS Snow Program
DEPARTMENT OF PUBLIC WORKS Street Inventory System
EXEC. OFFICE OF THE MAYOR Key File
EXEC. OFFICE OF THE MAYOR Mayor's Schedule System
FINANCIAL AUTHORITY/CHIEF MANAGEMENT OFFICER Legislative Data Base and Mail Log
FINANCIAL AUTHORITY/CHIEF MANAGEMENT OFFICER Mail Log
JUDICIAL NOMINATION COMMISSION Office Automation Tools
OFFICE OF CAMPAIGN FINANCE Financial Disclosure Information System Oracle 7.34
OFFICE OF CAMPAIGN FINANCE Inventory Tracking System Oracle 7.34
OFFICE OF CAMPAIGN FINANCE Lobbyist Information Subsystem Oracle 7.34
OFFICE OF CAMPAIGN FINANCE Mail Control Tracking System Oracle 7.34
OFFICE OF CAMPAIGN FINANCE Public Information & Records Management Oracle 7.34
OFFICE OF CAMPAIGN FINANCE Receipts & Expen. Information System Oracle 7.34
OFFICE OF COMMUNICATIONS Office Automation Tools
OFFICE OF EMPLOYEE APPEALS Elite
OFFICE OF EMPLOYEE APPEALS Keyfile for Office of Employee Appeals
OFFICE OF EMPLOYEE APPEALS Word Perfect for DOS
OFFICE OF EXECUTIVE SECRETARY Office Automation Tools
OFFICE OF GRANTS MANAGEMENT Grants Management Information System Lotus Notes/Dominoes4.5
OFFICE OF INTERGOVERNMENTAL RELATIONS Office Automation Tools
OFFICE OF PERSONNEL RIFRUNNER 'C'
OFFICE OF PERSONNEL DC Government Annual leave bank Access
OFFICE OF PERSONNEL Benefit Reconciliation System Clipper
OFFICE OF PERSONNEL Management Training System MS Access
OFFICE OF PERSONNEL Document Management I.S. Visual Basic 5.0
OFFICE OF THE DISTRICT OF COLUMBIA AUDITOR ACL N/A
OFFICE OF THE BUDGET Capital & Operating Budget Reports MS Access
OFFICE OF THE CHIEF FINANCIAL OFFICER Office Automation Tools
OFFICE OF THE CITY ADMINISTRATOR Correspondence Tracking System Lotus Notes
OFFICE OF THE INSPECTOR GENERAL Office Automation Tools
OFFICE OF THE PEOPLE'S COUNSEL Office Automation Tools
OFFICE ON AGING Service Account Management Systems
PUBLIC EMPLOYEE RELATIONS BOARD Office Automation Tools
PUBLIC LIBRARY GEAC LIBS 100+
PUBLIC LIBRARY Acquisition System
PUBLIC LIBRARY ARCVIEW/separate DB
PUBLIC LIBRARY Collection DC/Separate DB
PUBLIC LIBRARY Government Documents
PUBLIC LIBRARY READS
PUBLIC LIBRARY Serials List
PUBLIC LIBRARY Song Index/separate DB
SUPERIOR COURT OF THE DISTRICT OF COL Adult Probation Records Access System
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
<TABLE>
<CAPTION>
AGENCY APPLICATIONS WITH ZERO LoC ENTRIES LANGUAGE IF KNOWN
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUPERIOR COURT OF THE DISTRICT OF COL Transaction Data Management System
UNIVERSITY OF THE DISTRICT OF COLUMBIA CDS Mark V
UNIVERSITY OF THE DISTRICT OF COLUMBIA ADM
UNIVERSITY OF THE DISTRICT OF COLUMBIA BRS
UNIVERSITY OF THE DISTRICT OF COLUMBIA CUFS
UNIVERSITY OF THE DISTRICT OF COLUMBIA FAS
UNIVERSITY OF THE DISTRICT OF COLUMBIA FRS
UNIVERSITY OF THE DISTRICT OF COLUMBIA LIB
UNIVERSITY OF THE DISTRICT OF COLUMBIA PAY
UNIVERSITY OF THE DISTRICT OF COLUMBIA PER
UNIVERSITY OF THE DISTRICT OF COLUMBIA SIS PLUS
UNIVERSITY OF THE DISTRICT OF COLUMBIA SRS
UNIVERSITY OF THE DISTRICT OF COLUMBIA USE
UNIVERSITY OF THE DISTRICT OF COLUMBIA Alumni Package
WASA Scale Management System Clipper
WASA System 62 Clipper87
WASA Personnel Tracking & Employee Management dBase III
WASA Waster Water Management Powerbuilder
WASA Human Resources Staffing Pattern
WASHINGTON CONVENTION CENTER AUTHORITY Famis 4.1
WASHINGTON CONVENTION CENTER AUTHORITY Manakon
WASHINGTON CONVENTION CENTER AUTHORITY HR/Partner
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3
<PAGE>
[logo]
22 June 1999
Office of Chief Technology Officer
441 4th Street, NW, Room 930S
Washington, DC 20001
Attention: Vivek Kumar
Subject: P/N No. T00C9 122720, Assessment, Remediation of Y2K
Applications for the Government of the District of Columbia
Attachments: (a) Schedule of Prices
(b) Titan Proposal BP03-001, Time and Material Rates, 12 May
1999
(c) Titan Proposal BP03-002, Pre-Test Scanning, 17 June 1999
(d) Titan Proposal BP03-003, Pre-Renovation Scanning, 22 June
1999
(e) Titan Proposal BP03-004, Clean Management, 22 June 1999
(f) Titan Proposal BP03-005, Renovation Only, 22 June 1999
Dear Mr. Kumar:
Titan Software Systems Corporation is pleased to forward the above listed
proposals at the request of the Office of the Chief Technology Officer.
After several discussions between Titan, Cap Gemini and the Office of the
CTO, it has become necessary to provide a range of pricing options for the
effort required under the subject contract.
Attachment (a) is a summary of the prices as provided in Attachments (b)
through (f). It is essential that these prices be included in a modification
to the subject purchase order.
Attachment (b) was provided to your office on 12 May 1999 to encompass a Time
and Materials effort for the coordination of Project Management Activities
with the IBM Project Office. This will also allow the DC Government CTO to
issue task orders for ad hoc tasking within the scope of the Y2K contract
effort.
Attachment (c) was provided to your office on 17 June 1999 for Pre-Test
Scanning in support of the DC Government's Year 2000 checking and testing
efforts. Titan will provide Pre-Test Scanning tools and services for the DC
Government's source inventory.
<PAGE>
Attachment (d) is provided herein for your review and approval for
Pre-Renovation Scanning in support of the DC Government's Year 2000 checking
and testing efforts. Titan will provide Smart Error Message Pre-Renovation
Scanning tools and services for the DC Government's source inventory.
Attachment (e) is provided herein for your review and approval for Clean
Management activities in support of the DC Government's Year 2000 checking
and testing efforts. Titan will provide Clean Management tools and services
for the DC Government's source inventory.
Attachment (f) is provided herein for your review and approval for Renovation
Only activities in support of the DC Government's Year 2000 checking and
testing efforts.
Should you require any additional information, please contact the undersigned
at (703) 758-5637.
Sincerely,
/s/ Peggy A. Owens
Peggy A. Owens
Business Manager
Copy to:
Mary Ellen Hanley, OCTO
Suzanne Peck, OCTO
Melvin York, Y2K Project Manager
<PAGE>
ATTACHMENT NO. 1
SCHEDULE OF SUPPLIES AND SERVICES
P/N T00C9 122720, ASSESSMENT, REMEDIATION OF Y2K APPLICATIONS FOR THE
GOVERNMENT OF THE DISTRICT OF COLUMBIA
<TABLE>
<CAPTION>
CLIN DESCRIPTION PRICE
- -----------------------------------------------------------------
<S> <C> <C>
1000 BASIC CONTRACT LINE OF CODE PRICES
1001 Renovate And Test (Mainframe) [...***...]
1002 Test Only (Mainframe) [...***...]
1003 Renovate And Test (Other Code) [...***...]
2000 TIME AND MATERIALS RATES
2001 Program Management [...***...]
2002 Chief Software Engineer [...***...]
2003 Chief Analyst [...***...]
2004 Senior Software Engineer [...***...]
2005 Senior Engineer [...***...]
2006 Senior Analyst [...***...]
2007 Software Engineer III [...***...]
2008 Technical Support IV [...***...]
2009 Director [...***...]
2010 Senior Technical Solution Arch. [...***...]
2011 Project Management [...***...]
2012 Technical Solution Arch. [...***...]
2013 Team Lead [...***...]
2014 Programmer Analyst [...***...]
2015 Quality Assurance [...***...]
2016 Administration [...***...]
3000 PRE-TEST SCAN
3001 COBOL, PL1, MICROFOCUS COBOL, MVS
NATURAL, EASYTRIEVE PLUS, FOCUS [...***...]
3002 All Other Languages (Including
PC Based Applications) [...***...]
4000 PRE-RENOVATION SCANNING
4001 Pre-Renovation Scanning [...***...]
5000 CLEAN MANAGEMENT
5001 Clean Management [...***...]
6000 RENOVATION ONLY
6001 Renovation [...***...]
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
TITAN PROPOSAL BP03-001
TIME AND MATERIALS
<PAGE>
[LOGO]
12 May 1999
Office of the Chief Technology Officer
One Judiciary Square
441 4th Street, NW
Washington, DC 20001
Attention: Vivek Kumar
Contracting Officer
Subject: Titan Proposal No. BP03-001, Inventory/Test Preparation
Validation Services
Dear Mr. Kumar:
Titan Software Systems Corporation is pleased to submit our proposal for
Inventory/Test Preparedness Validation Services in Support of Government of
the District of Columbia Office of the Chief Technology Officer. Our proposal
is submitted based on Time and Materials basis and shall remain valid for a
period of sixty (60) days from submission.
Our proposal consists of two parts:
Part I - Technical Proposal
Part II - Price Proposal
Questions of a technical nature should be addressed to Mr. Michael Walker at
(703) 758-6509. Questions of a contractual nature, as well as contract
negotiations, should be addressed to Ms. Peggy Owens at (703) 758-5637 or by
fax at (703) 758-6542.
Sincerely,
/s/ Peggy A. Owens
Peggy A. Owens
Business Manager
- ------------------------------------------------------------------------------
600 Maryland Avenue, S.W., Suite 450, Washington, D.C. 20024 (202) 484-1400
<PAGE>
[LOGO]
TIME AND MATERIALS
PROPOSAL FOR THE
GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE CHIEF TECHNOLOGY OFFICER
PART I - TECHNICAL PROPOSAL
12 MAY 1999
TITAN PROPOSAL NO. BP03-001
- ------------------------------------------------------------------------------
THIS PROPOSAL OR QUOTATION INCLUDES DATA THAT SHALL NOT BE DISCLOSED OUTSIDE
THE GOVERNMENT OF THE DISTRICT OF COLUMBIA AND SHALL NOT BE DUPLICATED, USED
OR DISCLOSED - IN WHOLE OR IN PART - FOR ANY PURPOSE OTHER THAN TO EVALUATE
THIS PROPOSAL OR QUOTATION. IF, HOWEVER, A CONTRACT IS AWARDED TO THIS
OFFEROR AS A RESULT OF - OR IN CONNECTION WITH - THE SUBMISSION OF THIS DATA,
THE GOVERNMENT OF THE DISTRICT OF COLUMBIA SHALL HAVE THE RIGHT TO DUPLICATE,
USE OR DISCLOSE THE DATA TO THE EXTENT PROVIDED IN THE RESULTING CONTRACT.
THIS RESTRICTION DOES NOT LIMIT THE GOVERNMENT'S RIGHT TO USE INFORMATION
CONTAINED IN THE DATA IF IT IS OBTAINED FROM ANOTHER SOURCE WITHOUT
RESTRICTION. THE DATA SUBJECT TO THIS RESTRICTION ARE CONTAINED IN ALL PAGES
OF OUR PROPOSAL.
- ------------------------------------------------------------------------------
<PAGE>
TECHNICAL PROPOSAL FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA FOR YEAR
2000 INVENTORY/TEST PREPAREDNESS VALIDATION SERVICES
The District of Columbia Office of the Chief Technology Officer is
responsible for ensuring that the Information Technology (IT) systems in the
District government are Year 2000 (Y2K) ready. As a result of a completed
assessment of the Government of the district of Columbia, Office of Chief
Technology's (hereinafter referred to as "Client") IT Remediation and testing
status, the Client has identified a requirement for implementation services
to assist in the Client's Y2K readiness initiative and has issued a Task
Order for these services. The Titan Corporation ("Titan") with its
sub-contractor, Cap Gemini America LLC. ("Cap Gemini"), is pleased to respond
to this Task Order and hereby submits this Technical Proposal to provide the
required/requested services.
EXECUTIVE SUMMARY:
Titan and Cap Gemini believe that the Client requires an efficient and proven
process to address Year 2000 issues. Titan has selected an approach to
support the Client's Year 2000 goal of ensuring that the impact of the IT
systems delivery on the Client's services is minimal, and the associated
potential negative legal and economic impacts are minimized. This approach
responds to the objective of the Client's Task Order for acquiring
professional services to provide support in performing IT assessment,
remediation, testing, and Project Management support services. The Client's
staff provided in Attachment 1, Non-IBM Partitions, applications to be
included in this work effort. The Client's staff also recognizes the need to
validate the inventory provided in Attachment 1, Non-IBM Partitions, conduct
analyses of various test environments to determine readiness of DC data
centers to support application testing, and to make test site
recommendations. These activities are required to support Year 2000
assessment, renovation, and testing efforts. This proposal addresses
inventory validation and testing preparedness.
Titan will conduct a series of interviews with the cognizant District Year
2000 Managers and District agency representatives to ascertain the current
status of the systems identified in the inventory. This effort will be
performed on a Time and Materials (T&M) basis. The results of the validation
effort will be used as the baseline for the effort proposed in Titan Proposal
BPO3.
TIME AND MATERIALS (T&M):
This Technical Proposal provides for the coordination of Project Management
Activities with the IBM Project Office. This will be performed by Titan and
will include planning, monitoring, and reporting on the inventory validation
and test site activities. In addition to coordinating efforts with IBM, Titan
will coordinate the effective integration of the activities performed by Cap
Gemini and Titan and any third party vendors required in the
1
<PAGE>
performance of this Task Order. This active coordination will ensure that a
common methodology is maintained across the entire IT portfolio for which
Titan is responsible.
Deliverables for this activity will include:
- - Daily, weekly, and monthly reports that measure and track progress.
- - Weekly status meetings conducted with the District and IBM Project Teams
to review status.
- - Project communications prepared using Lotus Notes. The DC Government will
provide software and training.
- - Completed Y2K inventory validation report.
- - Updated IT Project Test Site Matrix.
- - Test requirements summary.
ASSUMPTIONS:
In order to respond to the Client's Task Order, Titan made the following
assumptions:
- - The Client-provided Attachment 1 titled Non-IBM Partitions forms the
basis for this proposal.
- - Subject Matter Experts (SMEs) will be available from the DC Government to
provide accurate data regarding the systems identified in the inventory.
SCOPE:
The Titan Project Team proposes to support the District's Year 2000 effort on
a time and materials basis for the validation of the Year 2000 inventory.
The Titan Team understands that the DC Government has a significant inventory
consisting of approximately 170 programs distributed across approximately 45
agencies. Understanding the stringent requirements and time constraints, the
Team is proposing an accelerated approach to addressing the Year 2000
challenges in the District. The Team will interview the District's Year 2000
Managers and the IBM Cluster Managers to ascertain their understanding of the
inventory and compile relevant background information and documentation. The
Team will coordinate interviews of the agency application owners to validate
the inventory and where possible begin the process of extracting applications
for assessment and renovation. The Team will report its inventory findings to
the cognizant District Manager and include the updated inventory data in the
Year 2000 Program Office database.
For those applications which are determined to have an inventory disposition
of needing Test only, or RVI (Renovation, Validation and Implementation)
support, Titan will
2
<PAGE>
provide test environment analyses resulting in a completed IT Project Test
Site Matrix, and a data center testing requirements summary. The format and
content or the matrix and data center testing requirements will follow the
format established by IBM.
ROLES AND RESPONSIBILITIES:
The goal of validating the Year 2000 inventory can only be realized through
coordination and cooperation of the parties. To ensure that there is no
duplication of efforts or missing elements to thwart this goal, the roles and
responsibilities for each are outlined below.
TITAN TEAM RESPONSIBILITIES:
The Titan Team will support the District by:
- - Providing Project Management across the spectrum of tasks to be performed
throughout the period of performance.
CLIENT RESPONSIBILITIES:
The Client will:
- - Assure participation of Titan and Cap Gemini in the Client's weekly
status meetings.
- - Provide Subject Matter Experts (SMEs) knowledgeable of the applications,
file structures, and data to provide information on the system inventory.
3
<PAGE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- -------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 320 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA ALM
2 321 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA CDS
2 319 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA INV
2 299 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA PAR
2 325 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA SUP
2 8 0
2 109 10 4 B DEPARTMENT OF PUBLIC WORKS Abandoned Vehicles
2 142 10 4 B DEPARTMENT OF PUBLIC WORKS Bid Tabulation System
2 140 10 4 B DEPARTMENT OF PUBLIC WORKS Commercial Drivers License
2 146 10 4 B DEPARTMENT OF PUBLIC WORKS Federal Aid Billing System
2 161 10 4 B DEPARTMENT OF PUBLIC WORKS Labor Distribution System
2 163 10 4 B DEPARTMENT OF PUBLIC WORKS Overhead Distribution System
2 141 10 4 B DEPARTMENT OF PUBLIC WORKS Solid Waste Billing
2 164 10 4 B DEPARTMENT OF PUBLIC WORKS Vehicle Usage
2 10 0
2 162 12 4 B DEPARTMENT OF PUBLIC WORKS 807 Job Reports
2 178 12 4 B DEPARTMENT OF PUBLIC WORKS Alert Center Service Request Tracking
2 179 12 4 B DEPARTMENT OF PUBLIC WORKS Bayscale Disposal Management System
2 173 12 4 B DEPARTMENT OF PUBLIC WORKS Litter Control Management System
2 165 12 4 B DEPARTMENT OF PUBLIC WORKS Maintenance Planning & Inventory
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS MISTREE
2 143 12 4 B DEPARTMENT OF PUBLIC WORKS Motor Vehicle Registration System
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Personnel
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Procurement
2 177 12 4 B DEPARTMENT OF PUBLIC WORKS Service Request Tracking
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS Snow Program
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS Street Inventory System
2 175 12 4 B DEPARTMENT OF PUBLIC WORKS Super Can Tracking System
2 172 12 4 B DEPARTMENT OF PUBLIC WORKS Vector Control Tracking System
2 174 12 4 B DEPARTMENT OF PUBLIC WORKS Voucher Program Commercial Plan
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Warehouse Tracking
2 72 12 2 B WASA Human Resources Staffing Pattern
2 70 12 2 B WASA Material Maintenance
2 71 12 2 B WASA Personnel Tracking & Employee Management
2 75 12 2 B WASA Scale Management System
2 69 12 2 B WASA System 62
2 74 12 2 B WASA Technical Information Center Management
2 73 12 2 B WASA Waster Water Management
2 12 0
2 258 15 3 B DEPT OF CONSUMER AND REGULATORY AFFAIR Complaint Tracking, Monitoring and
Reporting System
2 15 0
2 191 30 1 T DEPARTMENT OF HEALTH Vital Records (Birth/Death)
2 147 30 1 T OFFICE OF FINANCIAL MANAGEMENT 1099 Miscellaneous Income
2 148 30 1 T OFFICE OF FINANCIAL MANAGEMENT District Wide Bank Reconciliation
2 111 30 1 T OFFICE OF FINANCIAL MANAGEMENT District Wide Check Writing
2 112 30 1 T OFFICE OF FINANCIAL MANAGEMENT Financial Management System - FOCUS
2 167 30 1 T OFFICE OF FINANCIAL MANAGEMENT Financial Management System/DC
Controller's Financial Rep
2 110 30 1 T OFFICE OF FINANCIAL MANAGEMENT Management Information Document System
2 166 30 1 T OFFICE OF FINANCIAL MANAGEMENT Undeliverable Checks Sub-system
2 201 30 4 T OFFICE OF PERSONNEL Biweekly PACS
2 200 30 4 T OFFICE OF PERSONNEL DCOP Correspondence Control System
2 199 30 4 T OFFICE OF PERSONNEL Mainframe Reports
</TABLE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- -------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM Appl Lang 1 Number of
2=Not Do Blue P Partition Cluster Disp Agency Name LOC Programs
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2 320 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark V
2 321 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 0 0 Mark V
2 319 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark V
2 299 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark IV
2 325 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA 74,000 148 Mark V
2 8 0 592
2 109 10 4 B DEPARTMENT OF PUBLIC WORKS 4,000 8
2 142 10 4 B DEPARTMENT OF PUBLIC WORKS 8,974 18 Microfocus COBOL
2 140 10 4 B DEPARTMENT OF PUBLIC WORKS 40,000 80 Microfocus COBOL 4.032
2 146 10 4 B DEPARTMENT OF PUBLIC WORKS 17,469 35 Microfocus COBOL
2 161 10 4 B DEPARTMENT OF PUBLIC WORKS 20,555 41 Microfocus COBOL 4.032
2 163 10 4 B DEPARTMENT OF PUBLIC WORKS 0 Microfocus COBOL
2 141 10 4 B DEPARTMENT OF PUBLIC WORKS 0 Microfocus COBOL
2 164 10 4 B DEPARTMENT OF PUBLIC WORKS 20,996 42 Microfocus COBOL
2 10 0 224
2 162 12 4 B DEPARTMENT OF PUBLIC WORKS 2,672 5 dBase IV
2 178 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0
2 179 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0
2 173 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 Clipper dBASE III
2 165 12 4 B DEPARTMENT OF PUBLIC WORKS 0 Advanced Revelations
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS 0
2 143 12 4 B DEPARTMENT OF PUBLIC WORKS 0 Clipper87 dBase III
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 177 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 Clipper 87
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS 0
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS 0
2 175 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 Clipper dBase III
2 172 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 174 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS 0 0 dBase III
2 72 12 2 B WASA 0 0
2 70 12 2 B WASA 49,221 98 Information v21.1
2 71 12 2 B WASA 0 0 dBase III
2 75 12 2 B WASA 0 0 Clipper
2 69 12 2 B WASA 0 0 Clipper87
2 74 12 2 B WASA 72,000 144 Clipper87
2 73 12 2 B WASA 0 0 Powerbuilder
2 12 0 248
2 258 15 3 B DEPT OF CONSUMER AND REGULATORY AFFAIR 100,000 200 Natural 1.4
2 15 0 200
2 191 30 1 T DEPARTMENT OF HEALTH 20,000 20 COBOL II
2 147 30 1 T OFFICE OF FINANCIAL MANAGEMENT 10,000 10 COBOL
2 148 30 1 T OFFICE OF FINANCIAL MANAGEMENT 340,000 340 COBOL II
2 111 30 1 T OFFICE OF FINANCIAL MANAGEMENT 80,000 80 COBOL
2 112 30 1 T OFFICE OF FINANCIAL MANAGEMENT 40,000 80 FOCUS
2 167 30 1 T OFFICE OF FINANCIAL MANAGEMENT 20,000 20 COBOL II
2 110 30 1 T OFFICE OF FINANCIAL MANAGEMENT 25,000 25 COBOL II
2 166 30 1 T OFFICE OF FINANCIAL MANAGEMENT 75,000 150 FOCUS
2 201 30 4 T OFFICE OF PERSONNEL 90,000 90 COBOL
2 200 30 4 T OFFICE OF PERSONNEL 600 1 COBOL
2 199 30 4 T OFFICE OF PERSONNEL 0 Easytrieve
</TABLE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- -------------------------------------------------------------------------------------------------------------
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Platform
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 320 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 321 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 319 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 299 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 325 8 4 B UNIVERSITY OF THE DISTRICT OF COLUMBIA IBM Mainframe
2 8 0
2 109 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 142 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 140 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 146 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 161 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 163 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 141 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 164 10 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 10 0
2 162 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 178 12 4 B DEPARTMENT OF PUBLIC WORKS
2 179 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 173 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 165 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 143 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 177 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS
2 999 12 4 B DEPARTMENT OF PUBLIC WORKS
2 175 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 172 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 174 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 176 12 4 B DEPARTMENT OF PUBLIC WORKS Pentium DOS 6.0
2 72 12 2 B WASA Windows
2 70 12 2 B WASA Primo
2 71 12 2 B WASA Windows
2 75 12 2 B WASA DOS
2 69 12 2 B WASA Windows
2 74 12 2 B WASA DOS
2 73 12 2 B WASA Windows
2 12 0
2 258 15 3 B DEPT OF CONSUMER AND REGULATORY AFFAIR Vax 8200
2 15 0
2 191 30 1 T DEPARTMENT OF HEALTH MVS
2 147 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 148 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 111 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 112 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 167 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 110 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 166 30 1 T OFFICE OF FINANCIAL MANAGEMENT MVS
2 201 30 4 T OFFICE OF PERSONNEL MVS
2 200 30 4 T OFFICE OF PERSONNEL MVS
2 199 30 4 T OFFICE OF PERSONNEL MVS
</TABLE>
Page 1
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- -------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 182 30 4 T OFFICE OF PERSONNEL RIFRUNNER
2 287 30 1 ? SUPERIOR COURT OF THE DISTRICT OF COL Adult Probation Records Access System
2 297 30 1 V SUPERIOR COURT OF THE DISTRICT OF COL Transaction Data Management System
2 30 0
2 113 31 1 T OFFICE OF FINANCIAL MANAGEMENT Financial Management System
2 31 0
2 289 32 1 V BOARD OF ELECTIONS AND ETHICS Ballot Tabulation
2 290 32 1 V BOARD OF ELECTIONS AND ETHICS Voter Registration
2 192 32 1 T DEPARTMENT OF HEALTH Addiction Prevention & Recovery
Administration
2 193 32 1 T DEPARTMENT OF HEALTH Occupational & Licensing Tracking System
2 180 32 1 T DEPARTMENT OF HEALTH SHPDA
2 194 32 1 T DEPARTMENT OF HEALTH Social Services Facilities Tracking System
2 269 32 1 T OFFICE OF THE CORPORATION COUNSEL Child Support Enforcement
2 32 0
2 181 33 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES Procurement Management Information System
2 328 33 1 T OFFICE OF CAMPAIGN FINANCE Financial Disclosure Information System
2 326 33 1 T OFFICE OF CAMPAIGN FINANCE Inventory Tracking System
2 329 33 1 T OFFICE OF CAMPAIGN FINANCE Lobbyist Information Subsystem
2 331 33 1 T OFFICE OF CAMPAIGN FINANCE Mail Control Tracking System
2 330 33 1 T OFFICE OF CAMPAIGN FINANCE Public Information & Records Management
2 327 33 1 T OFFICE OF CAMPAIGN FINANCE Receipts & Expen. Information System
2 33 0
2 999 34 1 CHIEF PROCUREMENT OFFICER/OFFICE OF PUR N/A
2 999 34 1 V COMMISSION ON JUDICIAL DISABILITIES AND
TE Office Automation Tools
2 280 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA Legislative Tracking System
2 279 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA Personnel Management System
2 999 34 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES Correspondence
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Electric Bills
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Fuel Oil, Lubricants, Steam
2 198 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES KEYFILE
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES Washington Gas
2 212 34 1 T DEPARTMENT OF HEALTH Bureau of Injury & Disability Program/DC
Linkage & Tracking Sy
2 210 34 1 T DEPARTMENT OF HEALTH Childhood Lead Poisoning Prevention
Automated Registry
2 211 34 1 T DEPARTMENT OF HEALTH DC Linkage and Tracking System
2 196 34 1 T DEPARTMENT OF HEALTH DC Monitoring and Obstetrical and
Monitoring System
2 195 34 1 T DEPARTMENT OF HEALTH Electronic Birth Certificate
2 218 34 1 T DEPARTMENT OF HEALTH Immunizations
2 197 34 1 T DEPARTMENT OF HEALTH KEYMASTER
2 189 34 1 T DEPARTMENT OF HEALTH Rocky Mountain Cancer Data System
2 190 34 1 T DEPARTMENT OF HEALTH Sexually Transmitted Disease Management
Info System
2 217 34 1 T DEPARTMENT OF HEALTH TB Patient Register
2 266 34 1 V EXEC. OFFICE OF THE MAYOR Key File
2 267 34 1 U EXEC. OFFICE OF THE MAYOR Mayor's Schedule System
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Legislative Data Base and Mail Log
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Mail Log
2 999 34 1 T JUDICIAL NOMINATION COMMISSION Office Automation Tools
2 999 34 1 OFFICE OF COMMUNICATIONS Office Automation Tools
2 999 34 1 OFFICE OF EXECUTIVE SECRETARY Office Automation Tools
2 270 34 1 T OFFICE OF GRANTS MANAGEMENT Grants Management Information System
2 999 34 1 OFFICE OF INTERGOVERNMENTAL RELATIONS Office Automation Tools
2 202 34 1 T OFFICE OF PERSONNEL Benefit Reconciliation System
2 204 34 1 T OFFICE OF PERSONNEL DC Government Annual leave bank
2 205 34 1 T OFFICE OF PERSONNEL Document Management I S
</TABLE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- ----------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM Appl Lang 1 Number of
2=Not Do Blue P Partition Cluster Disp Agency Name LOC Programs Appl Lang 1
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2 182 30 4 T OFFICE OF PERSONNEL 0 'C'
2 287 30 1 ? SUPERIOR COURT OF THE DISTRICT OF COL 0 0
2 297 30 1 V SUPERIOR COURT OF THE DISTRICT OF COL 0 0
2 30 0 816
2 113 31 1 T OFFICE OF FINANCIAL MANAGEMENT 4,500,000 4,500 COBOL
2 31 0 4,500
2 289 32 1 V BOARD OF ELECTIONS AND ETHICS 0 0 BASIC
2 290 32 1 V BOARD OF ELECTIONS AND ETHICS 0 0 BASIC
2 192 32 1 T DEPARTMENT OF HEALTH 200,000 400 AS-400 release 3.2
2 193 32 1 T DEPARTMENT OF HEALTH 16,000 32 PACE
2 180 32 1 T DEPARTMENT OF HEALTH 0 0 RPG
2 194 32 1 T DEPARTMENT OF HEALTH 6,800 14 PACE
2 269 32 1 T OFFICE OF THE CORPORATION COUNSEL 200,000 400 BASIC
2 32 0 846
2 181 33 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES 0 Oracle & KeyFile
Database
2 328 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 326 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 329 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 331 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 330 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 327 33 1 T OFFICE OF CAMPAIGN FINANCE 0 0 Oracle 7.34
2 33 0 0
2 999 34 1 CHIEF PROCUREMENT OFFICER/OFFICE OF PUR 0 0
2 999 34 1 COMMISSION OF JUDICIAL DISABILITIES AND
TE 0 0 N/A
2 280 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 0 0 MS Access
2 279 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 0 0 MS Access
2 999 34 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0 Dbase
2 198 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0 Oracle & KeyFile
Database
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES 0 0 Dbase
2 212 34 1 T DEPARTMENT OF HEALTH 0 0 FoxPro for DOS
2 210 34 1 T DEPARTMENT OF HEALTH 745 1 Clarion
2 211 34 1 T DEPARTMENT OF HEALTH 0 0 Fox Pro
2 196 34 1 T DEPARTMENT OF HEALTH 0 0 R-Base
2 195 34 1 T DEPARTMENT OF HEALTH 0 0
2 218 34 1 T DEPARTMENT OF HEALTH 11,000 22 Delphi
2 197 34 1 T DEPARTMENT OF HEALTH 0 0
2 189 34 1 T DEPARTMENT OF HEALTH 0 0
2 190 34 1 T DEPARTMENT OF HEALTH 0 0 Clipper
2 217 34 1 T DEPARTMENT OF HEALTH 0 0 Opal
2 266 34 1 V EXEC. OFFICE OF THE MAYOR 0 0
2 267 34 1 U EXEC. OFFICE OF THE MAYOR 0 0
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF 0 0
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF 0 0
2 999 34 1 T JUDICIAL NOMINATION COMMISSION 0 0
2 999 34 1 OFFICE OF COMMUNICATIONS 0 0
2 999 34 1 OFFICE OF EXECUTIVE SECRETARY 0 0
2 270 34 1 T OFFICE OF GRANTS MANAGEMENT 0 0 Lotus Notes/
Dominoes 4.5
2 999 34 1 OFFICE OF INTERGOVERNMENTAL RELATIONS 0 0
2 202 34 1 T OFFICE OF PERSONNEL 0 Clipper
2 204 34 1 T OFFICE OF PERSONNEL 0 Access
2 205 34 1 T OFFICE OF PERSONNEL 0 Visual Basic 5.0
</TABLE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- ----------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Platform
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 182 30 4 T OFFICE OF PERSONNEL MVS
2 287 30 1 ? SUPERIOR COURT OF THE DISTRICT OF COL
2 297 30 1 V SUPERIOR COURT OF THE DISTRICT OF COL MVS
2 30 0
2 113 31 1 T OFFICE OF FINANCIAL MANAGEMENT
2 31 0
2 289 32 1 V BOARD OF ELECTIONS AND ETHICS IBM RISC 6000/Operating System IBM
2 290 32 1 V BOARD OF ELECTIONS AND ETHICS IBM RISC 6000/Operating System IBM
2 192 32 1 T DEPARTMENT OF HEALTH AS/400
2 193 32 1 T DEPARTMENT OF HEALTH WANG
2 180 32 1 T DEPARTMENT OF HEALTH AS400
2 194 32 1 T DEPARTMENT OF HEALTH WANG
2 269 32 1 T OFFICE OF THE CORPORATION COUNSEL UNIX - Sequent 5000 Dual 100 MHZ C
2 32 0
2 181 33 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES
2 328 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 326 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 329 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 331 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 330 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 327 33 1 T OFFICE OF CAMPAIGN FINANCE Novell 3 x
2 33 0
2 999 34 1 CHIEF PROCUREMENT OFFICER/OFFICE OF PUR N/A
2 999 34 1 COMMISSION OF JUDICIAL DISABILITIES AND
TE N/A
2 280 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 143 PC's and 3 servers (mostly 486's)
2 279 34 1 T COUNCIL OF THE DISTRICT OF COLUMBIA 143 PC's and 3 servers (mostly 486's)
2 999 34 4 U DEPARTMENT OF ADMINISTRATIVE SERVICES PC DOS/Win 95
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES PC Dos/Win 95
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES PC/Win 95
2 198 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES PC
2 999 34 4 T DEPARTMENT OF ADMINISTRATIVE SERVICES DOS/Windows 3.11
2 212 34 1 T DEPARTMENT OF HEALTH PC
2 210 34 1 T DEPARTMENT OF HEALTH PC
2 211 34 1 T DEPARTMENT OF HEALTH PC
2 196 34 1 T DEPARTMENT OF HEALTH PC
2 195 34 1 T DEPARTMENT OF HEALTH PC
2 218 34 1 T DEPARTMENT OF HEALTH PC
2 197 34 1 T DEPARTMENT OF HEALTH
2 189 34 1 T DEPARTMENT OF HEALTH PC
2 190 34 1 T DEPARTMENT OF HEALTH PC
2 217 34 1 T DEPARTMENT OF HEALTH PC
2 266 34 1 V EXEC. OFFICE OF THE MAYOR Novell 4.1.1
2 267 34 1 U EXEC. OFFICE OF THE MAYOR PC Application on NT server
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Novell 4.1.1 (50 user license)
2 999 34 1 T FINANCIAL AUTHORITY/CHIEF MANAGEMENT OF Novell 4 1 1 (50 user license)
2 999 34 1 T JUDICIAL NOMINATION COMMISSION 2 pc's (1-386 SX and 1-486) Plan to
2 999 34 1 OFFICE OF COMMUNICATIONS
2 999 34 1 OFFICE OF EXECUTIVE SECRETARY
2 270 34 1 T OFFICE OF GRANTS MANAGEMENT Novell
2 999 34 1 OFFICE OF INTERGOVERNMENTAL RELATIONS
2 202 34 1 T OFFICE OF PERSONNEL PC
2 204 34 1 T OFFICE OF PERSONNEL PC
2 205 34 1 T OFFICE OF PERSONNEL PC
</TABLE>
Page 2
<PAGE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- ----------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Appl Name
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 203 34 1 T OFFICE OF PERSONNEL Management Training System
2 999 34 1 U OFFICE OF THE DISTRICT OF COLUMBIA AUDITO ACL
2 332 34 1 T OFFICE OF THE BUDGET Capital & Operating Budget Reports
2 999 34 1 OFFICE OF THE CHIEF FINANCIAL OFFICER Office Automation Tools
2 268 34 1 T OFFICE OF THE CITY ADMINISTRATOR Correspondence Tracking System
2 999 34 1 U OFFICE OF THE INSPECTOR GENERAL Office Automation Tools
2 999 34 1 T OFFICE OF THE PEOPLE'S COUNSEL Office Automation Tools
2 34 0
2 275 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Adult Sports Scheduling & Tracking System
2 278 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Aquatic Tracking System
2 274 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Child Tracking System
2 273 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Correspondence Tracking System
2 276 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Picnic Permit Tracking System
2 272 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Recreation Financial Management System
2 277 35 2 T DC DEPARTMENT OF RECREATION AND PARKS Volunteer Tracking System
2 35 0
2 261 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Alcoholic Beverage Control Licensing
System
2 255 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR BRA - Weights & Measures
2 257 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Corporate Tracking System
2 256 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR PMDCD Tracking System
2 252 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR TMR - Certificate of Occupancy Subsystem
2 253 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR TMR - Compliance subsystem
2 260 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR TMR - Licensing Subsystem
2 259 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR TMR - Permits Subsystem
2 254 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR TMR - Property Subsystem
2 251 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Violations Control System
2 38 0
2 292 39 3 R BOARD OF LABOR RELATIONS Contract Clause Search Pgm
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES America Workforce System
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES District Online Compensation System
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES District Unemployment Tax Automated
System
2 235 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES DOCU/Master Job Match
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES ES202
2 231 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES Financial Accounting & Reporting System
2 233 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES Online Dictionary of Occupation
2 234 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES Quality Control System
2 39 0
2 999 42 4 T PUBLIC LIBRARY Acquisition System
2 999 42 4 T PUBLIC LIBRARY ARCVIEW/separate DB
2 999 42 4 T PUBLIC LIBRARY Collection DC/Separate DB
2 999 42 4 T PUBLIC LIBRARY GEAC LIBS 100+
2 999 42 4 T PUBLIC LIBRARY Government Documents
2 999 42 4 T PUBLIC LIBRARY READS
2 999 42 4 T PUBLIC LIBRARY Serials List
2 999 42 4 T PUBLIC LIBRARY Song Index/separate DB
2 42 0
2 999 43 4 T COMMISSION ON THE ARTS AND HUMANITIES Office Automation Tools
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Elite
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Keyfile for Office of Employee Appeals
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Word Perfect for DOS
2 999 43 4 T PUBLIC EMPLOYEE RELATIONS BOARD Office Automation Tools
2 43 0
2 335 44 4 T WASHINGTON CONVENTION CENTER AUTHORITY Famis 4.1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- ----------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM Appl Lang 1 Number of
2=Not Do Blue P Partition Cluster Disp Agency Name LOC Programs Appl Lang 1
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2 203 34 1 T OFFICE OF PERSONNEL 0 MS Access
2 999 34 1 U OFFICE OF THE DISTRICT OF COLUMBIA AUDITO 0 0 N/A
2 332 34 1 T OFFICE OF THE BUDGET 0 0 MS Access
2 999 34 1 OFFICE OF THE CHIEF FINANCIAL OFFICER 0 0
2 268 34 1 T OFFICE OF THE CITY ADMINISTRATOR 0 0 Lotus Notes
2 999 34 1 U OFFICE OF THE INSPECTOR GENERAL 0 0
2 999 34 1 T OFFICE OF THE PEOPLE'S COUNSEL 0 0
2 34 0 23
2 275 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 500 1 Lotus Approach
2 278 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 0 0 Vendor COTS
2 274 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 0 0 Unknown
2 273 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 200 0 SCO UNIX C Compiler
2 276 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 700 1 SCO UNIX C Compiler
2 272 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 6,000 12 SCO UNIX C Compiler
2 277 35 2 T DC DEPARTMENT OF RECREATION AND PARKS 500 1 Lotus Approach
2 35 0 16
2 261 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR 3,850 8 PACE
2 255 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR 2,400 5 PACE
2 257 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR 46,400 93 PACE
2 256 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR 58,200 116 PACE
2 252 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR 150,000 300 Natural 1.4
2 253 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR 200,000 400 Natural 1.4
2 260 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR 500,000 1,000 Natural 1.4
2 259 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR 300,000 600 Natural 1.4
2 254 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR 150,000 300 Natural 1.4
2 251 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR 150,000 150 COBOL
2 38 0 2,972
2 292 39 3 R BOARD OF LABOR RELATIONS 500 1 PC REXX
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 0 0
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 0 0
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 0 0
2 235 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 100,000 100 COBOL
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 0 0
2 231 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 5,000 5 COBOL II
2 233 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 1,000 1 COBOL
2 234 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES 7,767 8 COBOL
2 39 0 115
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 999 42 4 T PUBLIC LIBRARY 0 0
2 42 0 0
2 999 43 4 T COMMISSION ON THE ARTS AND HUMANITIES 0 0
2 999 43 4 OFFICE OF EMPLOYEE APPEALS 0 0
2 999 43 4 OFFICE OF EMPLOYEE APPEALS 0 0
2 999 43 4 OFFICE OF EMPLOYEE APPEALS 0 0
2 999 43 4 T PUBLIC EMPLOYEE RELATIONS BOARD 0 0
2 43 0 0
2 335 44 4 T WASHINGTON CONVENTION CENTER AUTHORITY 0 0
</TABLE>
<TABLE>
<CAPTION>
NON-IBM PARTITIONS
- ----------------------------------------------------------------------------------------------------------------------------------
1=Do Planning IBM
2=Not Do Blue P Partition Cluster Disp Agency Name Platform
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2 203 34 1 T OFFICE OF PERSONNEL PC
2 999 34 1 U OFFICE OF THE DISTRICT OF COLUMBIA AUDITO Win 95
2 332 34 1 T OFFICE OF THE BUDGET Novell 4.1.1
2 999 34 1 OFFICE OF THE CHIEF FINANCIAL OFFICER
2 268 34 1 T OFFICE OF THE CITY ADMINISTRATOR Novell 4.1.1
2 999 34 1 U OFFICE OF THE INSPECTOR GENERAL
2 999 34 1 T OFFICE OF THE PEOPLE'S COUNSEL 24 pc's on Lan NOVEL 4.1/Office 97/w
2 34 0
2 275 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486/SX
2 278 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486/SX
2 274 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486/SX
2 273 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486/SX
2 276 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486/SX
2 272 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486/SX
2 277 35 2 T DC DEPARTMENT OF RECREATION AND PARKS PC 486/SX
2 35 0
2 261 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Wang VS 300
2 255 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Wang VS 300
2 257 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Wang VS 5000
2 256 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Wang VS 300
2 252 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Vax 8200
2 253 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Vax 8200
2 260 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Vax 8200
2 259 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Vax 8200
2 254 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Vax 8200
2 251 38 3 T DEPT OF CONSUMER AND REGULATORY AFFAIR Micro Vax II
2 38 0
2 292 39 3 R BOARD OF LABOR RELATIONS Win 95/PC
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 235 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 999 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES NT
2 231 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 233 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 234 39 3 T DEPARTMENT OF EMPLOYMENT SERVICES MVS
2 39 0
2 999 42 4 T PUBLIC LIBRARY Univac
2 999 42 4 T PUBLIC LIBRARY
2 999 42 4 T PUBLIC LIBRARY DOS
2 999 42 4 T PUBLIC LIBRARY UNIX
2 999 42 4 T PUBLIC LIBRARY win95
2 999 42 4 T PUBLIC LIBRARY
2 999 42 4 T PUBLIC LIBRARY DOS
2 999 42 4 T PUBLIC LIBRARY DOS
2 42 0
2 999 43 4 T COMMISSION ON THE ARTS AND HUMANITIES
2 999 43 4 OFFICE OF EMPLOYEE APPEALS UNIX
2 999 43 4 OFFICE OF EMPLOYEE APPEALS Win 3.1
2 999 43 4 OFFICE OF EMPLOYEE APPEALS DOS
2 999 43 4 T PUBLIC EMPLOYEE RELATIONS BOARD
2 43 0
2 335 44 4 T WASHINGTON CONVENTION CENTER AUTHORITY UNIX
Page 3
</TABLE>
<PAGE>
[logo]
TIME AND MATERIALS
PROPOSAL FOR THE
GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE CHIEF TECHNOLOGY OFFICER
PART II - TIME AND MATERIALS PROPOSAL
12 MAY 1999
TITAN PROPOSAL NO. BP03-001
- ------------------------------------------------------------------------------
THIS PROPOSAL OR QUOTATION INCLUDES DATA THAT SHALL NOT BE DISCLOSED OUTSIDE
THE GOVERNMENT OF THE DISTRICT OF COLUMBIA AND SHALL NOT BE DUPLICATED, USED
OR DISCLOSED - IN WHOLE OR IN PART - FOR ANY PURPOSE OTHER THAN TO EVALUATE
THIS PROPOSAL OR QUOTATION. IF, HOWEVER, A CONTRACT IS AWARDED TO THIS
OFFEROR AS A RESULT OF - OR IN CONNECTION WITH - THE SUBMISSION OF THIS DATA,
THE GOVERNMENT OF THE DISTRICT OF COLUMBIA SHALL HAVE THE RIGHT TO DUPLICATE,
USE OR DISCLOSE THE DATA TO THE EXTENT PROVIDED IN THE RESULTING CONTRACT.
THIS RESTRICTION DOES NOT LIMIT THE GOVERNMENT'S RIGHT TO USE INFORMATION
CONTAINED IN THE DATA IF IT IS OBTAINED FROM ANOTHER SOURCE WITHOUT
RESTRICTION. THE DATA SUBJECT TO THIS RESTRICTION ARE CONTAINED IN ALL PAGES
OF OUR PROPOSAL.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
600 Maryland Avenue, S.W., Suite 450, Washington, D.C. 20024 (202) 484-1400
<PAGE>
PRICING ASSUMPTIONS AND CONDITIONS
Titan Software Systems is pleased to submit our proposal for Inventory/Test
Preparedness Validation Services in Support of Government of the District of
Columbia Office of the Chief Technology Officer. Our proposal is submitted
based on Time and Materials basis and shall remain valid for a period of
sixty (60) days from submission. The following items address the details of
Titan's proposal:
1.1 ADMINISTRATIVE INFORMATION
Any resultant contract should be issued in the name of:
Titan Software Systems Corporation
600 Maryland Avenue, SW, Suite 450 Attn. Contracts Department
Washington, DC 20024
Payment should be directed to:
Titan Software Systems Corporation
P.O. Box 92977
Los Angeles, California 90009
Account #11-078-877
1.2 PERIOD OF PERFORMANCE
Our pricing is based on a period of performance of from contract award
through 31 December 1999. Extensions of this date will be agreed to in
writing.
1.3 BILLING
Invoicing will occur on a monthly basis and payment shall be N/30. The
invoices shall reflect current and cumulative hours by labor category.
<PAGE>
TITAN PROPOSAL NO. BP03-001
TIME AND MATERIAL PROPOSAL
<TABLE>
<CAPTION>
TIME AND MATERIAL
LABOR CATEGORY NAME RATES
- ---------------------------------------------------------------------
<S> <C>
PROGRAM MANAGEMENT (TITAN) [...***...]
CHIEF SW ENGINEER (TITAN) [...***...]
CHIEF ANALYST (TITAN) [...***...]
SENIOR SW ENGINEER (TITAN) [...***...]
SENIOR ENGINEER (TITAN) [...***...]
SENIOR ANALYST (TITAN) [...***...]
SOFTWARE ENGINEER III (TITAN) [...***...]
TECHNICAL SUPPORT IV (TITAN) [...***...]
DIRECTOR (CGA) [...***...]
SR TECHNICAL SOLUTION ARCH. (CGA) [...***...]
PROJECT MANAGEMENT (CGA) [...***...]
TECHNICAL SOLUTION ARCH. (CGA) [...***...]
TEAM LEAD (CGA) [...***...]
PROGRAMMER ANALYST (CGA) [...***...]
QUALITY ASSURANCE (CGA) [...***...]
ADMINISTRATION (CGA) [...***...]
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
TITAN PROPOSAL BP03-002
PRE-TEST SCANNING
<PAGE>
STATEMENT OF WORK
PRE-TEST SCANNING
FOR THE GOVERNMENT OF THE
DISTRICT OF COLUMBIA
Prepared by:
Titan Software Systems Corporation
600 Maryland Ave., S.W., Suite 450
Washington, DC 20024
<PAGE>
STATEMENT OF WORK FOR PRE-TEST SCANNING FOR TITAN SOFTWARE SYSTEMS
CORPORATION
This document and its attachments comprise Statement of Work for
Pre-Test Scanning made as of the ___ day of __________, 1999 by the
Government of the District of Columbia ("DC Government" or "Client")
and Titan Software Systems Corporation ("Titan"). Capitalized terms
used but not defined in this Statement of Work shall have the meanings
given to them in the Agreement.
SCOPE OF WORK
The DC Government will utilize Titan's Pre-Test Scanning offering to
support its Year 2000 checking and testing efforts. Titan will provide
Pre-Test Scanning tools and services for the DC Government's source
inventory.
Pre-Test Scanning consists of tools and services that aid in Year 2000
checking and testing by providing the following:
- Code analysis on an application by application basis regardless
of the platform it is downloaded from and the language or
languages that make up the application.
- Identification of data variables throughout the application that
are marked as not valid for Year 2000 precessing or as Year 2000
compliant.
- Source code complexities on a program by program basis to aid in
test plan development.
- Electronic information that will facilitate the selection of test
data particularly with regard to data variables used in control
statements.
- On-Site support and services to include tool training,
deliverable presentation, and project management and
administration.
Because the exact languages, size, and number of Pre-Test Scannings
are yet to be defined, actual schedules will vary depending on the
language mix and size of the applications presented for Pre-Test
Scanning.
ACTIVITIES
PRE-TEST SCANNING PREPARATION
Two weeks before extraction of the Pre-Test Scanning source identified
in the Scope of Work section, Titan will provide source extraction
guidelines and assistance to DC Government personnel in the form of:
<PAGE>
- Pre-Test Scanning Extraction Guide
- Help Desk Support
By the end of the second business week following the receipt of the
Pre-Test Scanning Extraction Guide, DC Government will stage and
extract the identified source in the format specified in the Pre-Test
Scanning Extraction Guide. DC Government will send the extracted
source to Titan for Pre-Test Scanning processing.
PRE-TEST SCANNING PROCESSING
After receiving the extracted source, Titan will scan the source.
Within three (3) weeks of receiving the extracted source, Titan will
return the pre-test scan report to the District Government in
electronic format and provide a hard copy.
At the time the report is returned to the DC Government, Titan will
provide one (1) person on-site for two (2) consecutive business days
to conduct training on the pre-test scanning tools and report for up
to 15 DC Government personnel.
The DC Government personnel will load the pre-test scanning review
tools, review the report, and then begin code walk-through using the
tools and report as a guide. The District personnel can then make any
necessary program changes manually and test the changes.
HELP DESK ASSISTANCE
Titan will provide Help Desk assistance to DC Government personnel
during the source extraction process and for 90 days from The DC
Government's receipt of the report. This assistance will be limited to
telephone support.
<PAGE>
DELIVERABLES
The deliverables to be created and made available to the DC Government
under this Statement of Work are limited to the following:
<TABLE>
<CAPTION>
----------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
----------------------------------
(X=LEADS X=PARTICIPATES) TITAN DC GOVERNMENT
----------------------------------------------------------------------
<S> <C> <C>
- Pre-Test Scanning Training X X
- Pre-Test Scanning
Introduction
- Tools Training
- Report Review
----------------------------------------------------------------------
- Pre-Test Scanning Documentation X
----------------------------------------------------------------------
- Scanning Tools X
----------------------------------------------------------------------
- Extracted Source in Specified
Format X
----------------------------------------------------------------------
- Generated Message File and Report X
----------------------------------------------------------------------
- Code Walk-Through X
----------------------------------------------------------------------
- Help Desk Assistance X X
----------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
PRE-TEST SCAN
PREPARATION PRE-TEST SCAN PROCESSING
PLANNED SCHEDULE
ACTIVITY WEEK # -2 -1 1 2 3 4
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Pre-Test Scan Extraction Guide C
Extraction Help Desk Support C C
Source Extraction and Shipment A
Receipt of Extracted Source C
Analysis Report Creation C C C
Analysis Report Delivery C
Pre-Test Scan Training C
Delivery of Tools and Documentation C
Pre-Test Scan Processing Start
- Report Review A
- Code Walk-Through
Start of 90-Day Help Desk Assistance Period C
- ----------------------------------------------------------------------------------------------
</TABLE>
C = TITAN A = DC GOVERNMENT
<PAGE>
ASSUMPTIONS
Titan's proposed price and schedule is based on the scope of work,
assignment of responsibilities, deliverables, and assumptions
presented in this Statement of Work. It is important to understand the
assumptions upon which Titan based its price. The assumptions enable
Titan to communicate the basis of its approach, work estimate, and
delivery schedule. They provide a foundation on which to build mutual
understanding, common expectations, and teamwork to achieve a
successful project.
If the scope of work, assignment of responsibilities (including the
timeframe for completion of such responsibilities), deliverables or
assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule and/or deliverables. If
any of these do change, a Titan Project Impact Report (PIR) will be
prepared to document the occurrence and to assess the impact to
project targets (primarily cost and due date).
- Titan's tools require that DC Government's operating environment
be MVS, and that workstations have either Windows 95 or Windows
NT Version 4.0 or above operating system, with ISPF installed on
the DC Government's mainframe.
- Mainframe/PC Upload/Download software.
- PIKZIP or WinZip that support spanned multiple diskettes.
- The DC Government has a pre-prepared software and hardware
environment in order to immediately install the Pre-Test Scanning
toolset during the first half-day of Pre-Test Scanning training.
- The three (3) week processing of the extracted source (scanning
and report creation) begins when Titan receives the COMPLETE
extracted source with no missing inventory.
- With the exception of training, processing of the extracted
source, and Help Desk assistance, DC Government personnel perform
all Pre-Test Scanning activities.
- The DC Government will provide acknowledgment of the acceptance
of all deliverables within five (5) working days of receipt.
After five (5) working days, deliverables will be deemed accepted
by the DC Government unless Titan is notified otherwise in
writing. Acceptance criteria are limited solely to the DC
Government's receipt of all deliverables specified in this
Statement of Work.
<PAGE>
RESPONSIBILITIES
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan
will:
- Provide user documentation to accompany the training sessions and
in support of the tools specified in the Activities section of
the Statement of Work
- Provide the warranty set forth in Exhibit A to this Statement of
Work (in accordance with Section 9.3 of the Agreement) with
respect to any activity or deliverables provided by Titan
pursuant to this Statement of Work
DC GOVERNMENT RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, DC
Government will:
- Perform all source extraction activities according to the
Pre-Test Scanning Extraction Guide provided by Titan.
- Identify and make available the appropriate personnel to assist
in software installation, if required.
- Identify and make available the appropriate personnel to attend
Pre-Test Scanning training, which will be conducted when the
report and electronic files are delivered to the DC Government.
- Perform all subsequent processing of the data provided by Titan,
including but not limited to making any program code changes and
testing of those changes.
COMPLETION CRITERIA
This Statement of Work will be complete when Titan has provided the
items listed in the above section titled Deliverables for which it is
responsible.
<PAGE>
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this Statement of
Work, Titan will, as part of this Year 2000 testing project, provide
Pre-Test Scanning tools and onsite services to the DC Government for
the identified source for a fixed price of (ACTUAL PRICE WILL DEPEND
ON SCOPE):
- FIXED PRICE FOR MVS OS/VS COBOL, VS COBOL II, PLI, MICROFOCUS
COBOL, MVS NATURAL, EASYTRIEVE PLUS, AND FOCUS IS BASED ON A COST
OF [...***...] PER LINE OF CODE. PRICE IS SUBJECT TO CHANGE BASED
ON LINE OF CODE COUNT (I.E., ADDITIONAL LINES OF CODE FOR RELATED
COPYBOOKS).
- FIXED PRICE FOR ALL OTHER LANGUAGES (INCLUDING PC BASED
APPLICATIONS) IS BASED ON A COST OF [...***...] PER LINE OF CODE.
PRICE IS SUBJECT TO CHANGE BASED ON LINE OF CODE COUNT PER
APPLICATION LANGUAGE.
All out-of-scope work or variances to Titan's estimating assumptions
that require additional work or result in project delays will be
presented to the DC Government in the form of a Project Impact Report
for approval or acknowledgment.
The Agreement provides the terms and conditions underlying the tools
and services to be provided under this Statement of Work. This
Statement of Work, and its terms and prices, are valid for six (6)
weeks from the date on the Statement of Work. Titan will commence this
engagement upon the execution by the parties of the Agreement and this
Statement of Work.
This Statement of Work, including the Agreement, constitutes the
entire agreement between the parties with respect to the subject
matter of this Statement of Work. This Statement of Work and the
Agreement merge and supersede all prior oral or written agreements,
discussions, negotiations, commitments, writings or understandings,
including without limitation any representations contained in any
sales literature, brochures or other written descriptive or
advertising material and is the complete and exclusive statement of
the terms of the parties' agreement. Each of the parties acknowledges
and agrees that, in executing this Statement of Work and the
Agreement, it has not relied upon, and it expressly disclaims any
reliance upon, any representation or statement not set forth herein or
in the Agreement.
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
This Statement of Work may be executed in separate counterparts, which
together shall constitute a single instrument.
The parties hereto have caused this Statement of Work to be executed
by their respective duly Authorized Representatives.
GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS
COLUMBIA: CORPORATION:
Signature Signature
/s/ VIVEK KUMAR /s/ Peggy A Owens
------------------------------ ------------------------------
Name Name
VIVEK KUMAR Peggy A. Owens
------------------------------ ------------------------------
Title Title
CONTRACTING OFFICER Business Manager
------------------------------ ------------------------------
Date Date
7/22/99 17 June 1999
------------------------------ ------------------------------
District of Columbia Titan Software Systems
Office of Contracting and Corporation
Procurement 600 Maryland Ave., S.W.
441 4th Street, NW Suite 450
Washington, DC 20001 Washington, DC 20004
<PAGE>
EXHIBIT A-REPRESENTATIONS AND WARRANTIES
EXHIBIT A TO STATEMENT OF WORK FOR PRE-TEST SCANNING
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
PRE-TEST SCANNING
In connection with Year 2000 Pre-Test Scanning Services provided
pursuant to the Statement of Work, Titan represents and warrants that
Titan will scan all data which the Client sends to Titan (which has
been extracted in accordance with the Extraction Guide) and that Titan
will provide an electronic report based on this source data. In the
event of a breach of the foregoing warranty, Client's sole remedy
shall be for Titan to perform again the services in respect of which
the foregoing has been breached to bring them into compliance with
such warranty. Any claim for breach of the foregoing warranty must be
made by written notice to Titan within 90 days of Client's receipt of
the electronic report from Titan or said claim shall be waived.
Client recognizes that it is responsible for all information supplied
to Titan with respect to Client's Code. ACCORDINGLY, EXCEPT AS SET
FORTH IN THE PRECEDING PARAGRAPH AND THE IMMEDIATELY FOLLOWING
PARAGRAPH, TITAN EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES.
Without limiting the foregoing, Client recognizes that Titan
specifically does not warrant that, in performing these services,
Titan will identify all Client Code which may not properly handle
dates during and after the Year 2000.
THE PARTIES RECOGNIZE AND AGREE THAT THOSE SERVICES DO NOT CONSTITUTE
A RESPONSIBILITY PROJECT AND TITAN DOES NOT WARRANT ANY PARTICULAR
OUTCOME; CLIENT SHALL REMAIN SOLELY RESPONSIBLE FOR THE RESULTS
ACHIEVED IN THE EFFORTS EXPENDED WITH RESPECT TO THE PARTICULAR
STATEMENT OF WORK. IN PARTICULAR, THE PARTIES RECOGNIZE AND AGREE THAT
TITAN DOES NOT WARRANT THAT THE TESTING OF CLIENT'S CODE WILL BE
COMPLETE OR MEET ANY PARTICULAR SERVICE LEVEL OR QUALITY.
Titan further represents and warrants that the software licensed to
Client by Titan pursuant to Exhibit B to the Statement of Work will
function substantially in accordance with its documentation provided
that such software has been used in accordance with operating
instructions. Titan is not responsible for obsolescence of the
software provided hereunder that may result from changes in Client's
requirements. The foregoing warranty shall apply only to the most
current version of the software at issue. Titan assumes no
responsibility for the use of superseded, outdated, or uncorrected
versions of the software.
<PAGE>
In the event of a breach of the foregoing warranty with respect to
licensed software, Titan will use commercially reasonable efforts to
correct the defect. In the event that such defect is not corrected,
Titan will replace the software at no charge or, at Titan's option,
Titan will refund the purchase price for such software. This paragraph
sets forth Client's sole and exclusive remedy, and Titan's sole and
exclusive liability, with respect to defective software. Any claim for
breach of the foregoing warranty must be made by written notice to
Titan within 90 days of Client's receipt from Titan of the software at
issue or said claim shall be waived.
GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS
COLUMBIA CORPORATION
Signature Signature
/s/ Vivek Kumail /s/ Peggy A Owns
------------------------------ ------------------------------
Name Name
VIVEK KUMAIL Peggy A. Owns
------------------------------ ------------------------------
Title Title
CONTRACTING OFFICER Business Manager
------------------------------ ------------------------------
Date Date
7/28/99 17 June 1999
------------------------------ ------------------------------
District of Columbia Titan Software Systems
Office of Contracting and Corporation
Procurement 600 Maryland Ave., S.W.
441 4th Street, NW Suite 450
Washington, DC 20001 Washington, DC 20024
<PAGE>
EXHIBIT B-SOFTWARE LICENSE
EXHIBIT B TO STATEMENT OF WORK FOR PRE-TEST SCANNING
LICENSE RIGHTS TO MESSAGE FILE VIEWER AND AVATAR 2000
By this Exhibit B, Titan hereby grants to Client a non-exclusive,
royalty-free license to use in a non-production environment for
Client's own internal benefit in connection with reviewing the message
file generated by Titan as a result of processing Client Code pursuant
to this Statement of Work and the Agreement, the computer software
known as Message File Viewer (the "MFV")and Avatar 2000. Titan shall
deliver to Client the source code for the MFV. Client shall ensure
that use of the MFV and Avatar 2000 is made only by (i) Client's
employees, (ii) individuals or entities which sell only the services
of individuals with sufficient skills to work on Year 2000 service
projects (subject to the execution of a non-disclosure agreement
providing for the protection of the MFV and Avatar 2000) which does
not include, and Client shall not allow access to the MFV and Avatar
2000 by, any individual or entity that otherwise sells, markets or
delivers Year 2000 services, or (iii) individuals or entities approved
in advance in writing by Titan in its discretion. Client acknowledges
and agrees that Titan has no obligation under this Agreement to
provide support or updates to the MFV and Avatar 2000. The MFV and
Avatar 2000 shall constitute Private Information of Titan and shall be
subject to the Confidentiality provisions of the Agreement. In
addition, Client shall keep the source code for the MFV in protected
libraries to protect the proprietary nature of that software. Without
limiting the foregoing, Client may not modify, translate, disassemble
or decompile the software or any copy, in whole or in part.
The Parties agree that MFV shall not be deemed to constitute a
product. Furthermore,
<PAGE>
Client acknowledges and agrees that the making of any additions,
changes or other modifications to any of the MFV by anyone (other than
by Titan personnel within the scope of, and made as part of, the Year
2000 services provided under the Agreement and an express provision of
a Statement of Work) SHALL VOID ANY REPRESENTATION OR WARRANTY OF
TITAN WITH REGARD TO THE MFV.
GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS
COLUMBIA: CORPORATION
Signature Signature
/s/ Vivek Kumail /s/ Peggy A Owens
------------------------------ ------------------------------
Name Name
VIVEK KUMAIL Peggy A. Owens
------------------------------ ------------------------------
Title Title
CONTRACTING OFFICER Business Manager
------------------------------ ------------------------------
Date Date
7/28/99 17 June 1999
------------------------------ ------------------------------
District of Columbia Titan Software Systems
Office of Contracting and Corporation
Procurement 600 Maryland Ave., S.W.
441 4th Street, NW Suite 450
Washington, DC 20001 Washington, D.C. 20024
<PAGE>
TITAN PROPOSAL BP03-003
PRE-RENOVATION SCANNING
<PAGE>
STATEMENT OF WORK
PRE-RENOVATION
SCANNING
FOR THE
GOVERNMENT OF THE
DISTRICT OF COLUMBIA
TITAN PROPOSAL BP03-003
PREPARED BY:
TITAN SOFTWARE SYSTEMS CORPORATION
600 MARYLAND AVE., S.W., SUITE 450
WASHINGTON, DC 20024
<PAGE>
STATEMENT OF WORK FOR PRE-RENOVATION SCANNING FOR TITAN SOFTWARE SYSTEMS
CORPORATION
This document and its attachments comprise Statement of Work for
Pre-Renovation Scanning made as of the ___ day of ___________, 1999 by
the Government of the District of Columbia ("DC Government" or
"Client") and Titan Software Systems Corporation ("Titan").
Capitalized terms used but not defined in this Statement of Work shall
have the meanings given to them in the Agreement.
SCOPE OF WORK
The DC Government will utilize Titan's Pre-Renovation Scanning
offering to support its Year 2000 checking and testing efforts.
Titan will provide Smart Error Message Pre-Renovation Scanning tools
and services for the source inventory listed in the table below.
Pre-Renovation Scanning consists of tools and services that aid in
Year 2000 checking and testing by providing the following:
- An ISPF based message viewer to allow the DC Government to
display the code analysis messages in-stream with the source
code.
- A DataMap repository that identifies the type and format of date
related fields in all Input and Output data structures.
- On-Site support and services to include tool training, ARC
coordination, Deliverable Presentation, and project management
and administration.
Because the exact size and number of Pre-Renovation Scannings are yet
to be defined, for the purpose of this Statement of Work, actual
schedules will vary depending on the language mix and size of the
Pre-Renovation Scanning requested.
ACTIVITIES
PRE-RENOVATION SCANNING PREPARATION
Two weeks before the DC Government's extraction of the Pre-Renovation
Scanning source identified in the Scope of Work section, Titan will
provide source extraction guidelines and assistance to the DC
Government in the form of:
- Pre-Renovation Scanning Extraction Guide
- Help Desk Support
By the end of the second business week following the receipt of the
Pre-Renovation Scanning Extraction Guide, the DC Government will stage
and extract the identified source according to the general source
extraction guidelines summarized in Appendix I of this Statement of
Work, and in the format specified in the Pre-Renovation Scanning
Extraction Guide. The DC Government will send the extracted source to
Titan for Pre-Renovation Scanning processing.
<PAGE>
PRE-RENOVATION SCANNING PROCESSING
After receiving the extracted source, Titan will scan the source and
produce the Message File. Within three (3) weeks of receiving the
extracted source, Titan will return the Message File to the DC
Government in electronic format.
At the time the Message File is returned to the DC Government, Titan
will provide one (1) person on-site for one business day to conduct
the following training for up to 15 DC Government personnel:
- Pre-Renovation Scanning Introduction
- Message File Viewer (MFV)
At the same time, Titan will deliver to the DC Government the
following tools to be used in the Pre-Renovation Scanning process,
which shall be licensed to the DC Government in accordance with the
terms set forth in Exhibit B to this Statement of Work:
- Message File Viewer (MFV)
The DC Government will load the Message File into the Message File
Viewer, and then can begin code walk-through using the messages as a
guide.
HELP DESK ASSISTANCE
Titan will provide Help Desk assistance to the DC Government during
the source extraction process and for 90 days from the DC Government's
receipt of the Message File. This assistance will be limited to
telephone support and will be available Monday through Friday from
8:00 AM until 8:00 PM Eastern Time.
DELIVERABLES
The deliverables to be created and made available to the DC Government
under this Statement of Work are limited to the following:
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
----------------------------------
(X=LEADS X=PARTICIPATES) TITAN DC GOVERNMENT
----------------------------------------------------------------------
<S> <C> <C>
- Pre-Renovation Scanning
Training X X
- Pre-Renovation Scanning
Introduction
Message File Viewer (MFV)
----------------------------------------------------------------------
- Cap Gemini Tools
MFV X
----------------------------------------------------------------------
- Pre-Renovation Scanning
Documentation X
----------------------------------------------------------------------
- Extracted Source in
ARC-Specified Format X
----------------------------------------------------------------------
- Generated Message File X
----------------------------------------------------------------------
- Message File Viewer Walk-Through X
----------------------------------------------------------------------
- Help Desk Assistance X X
----------------------------------------------------------------------
</TABLE>
SCHEDULE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
PRE-TEST PRE-TEST SCAN
SCAN PROCESSING
PLANNED SCHEDULE PREPARATION
ACTIVITY WEEK # -2 -1 1 2 3 4
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Pre-Renovation Scan Extraction Guide C
Extraction Help Desk Support C C
Source Extraction and Shipment A
Receipt of Extracted Source C
Message File Creation C C C
Message File Delivery C
Pre-Renovation Scan Training C
Delivery of Cap Gemini Tools and Documentation C
Pre-Renovation Scan Processing Start A
- - Message File Walk-Through
- ---------------------------------------------------------------------------------
</TABLE>
C=TITAN A=DC GOVERNMENT
<PAGE>
ASSUMPTIONS
Titan's proposed price and schedule is based on the scope of work,
assignment of responsibilities, deliverables, and assumptions
presented in this Statement of Work. It is important to understand the
assumptions upon which Titan based its price. The assumptions enable
Titan to communicate the basis of its approach, work estimate, and
delivery schedule. They provide a foundation on which to build mutual
understanding, common expectations, and teamwork to achieve a
successful project.
If the scope of work, assignment of responsibilities (including the
timeframe for completion of such responsibilities), deliverables or
assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule and/or deliverables. If
any of these do change, a Titan Project Impact Report (PIR) will be
prepared to document the occurrence and to assess the impact to
project targets (primarily cost and due date).
- Titan's tools require that the DC Government's operating
environment be MVS, and that workstations have either Windows 95
or Windows NT Version 4.0 or above operating system, with ISPF
installed on the DC Government's mainframe.
- Mainframe/PC Upload/Download software.
- PKZIP or WinZip that support spanned multiple diskettes.
- The DC Government has a pre-prepared software and hardware
environment in order to immediately install the Pre-Renovation
Scanning toolset during the first half-day of Pre-Renovation
Scanning training.
- The three (3) week ARC processing of the extracted source
(scanning, Message File creation) begins when the ARC receives
the COMPLETE extracted source with no missing inventory.
- With the exception of training, ARCDRIVE processing of the
extracted source, and Help Desk assistance, the DC Government
performs all Pre-Renovation Scanning activities.
- The DC Government will provide acknowledgment of the acceptance
of all doliverabics within fiye (5) working days of receipt.
After five (5) working days, deliverables will be deemed accepted
by the DC Giovernment unless Titan is notified otherwise in
writing. Acceptance criteria are limited solcly to the DC
Governincrit's receipt of all deliverables specified in this
Statement of Work.
RESPONSIBILITIES
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan
will:
- Provide user documentation to accompany the training sessions and
in support of the tools specified in the Activities section of
the Statement of Work
<PAGE>
- Provide the warranty set forth in Exhibit A to this Statement of
Work (in accordance with Section 9.3 of the Agreement) with
respect to any activity or deliverables provided by Titan
pursuant to this Statement of Work
DC GOVERNMENT RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, the
DC Government will:
- Perform all source extraction activities according to the
Pre-Renovation Scanning Extraction Guide provided by Titan.
- Identify and make available the appropriate personnel to assist
in software installation, if required.
- Identify and make available the appropriate personnel to attend
Pre-KenovaTion Scanning training, which will be conducted when
the message file and viewer are delivered to the DC Government.
- Perform all subsequent processing of the Message File provided by
Titan, including but not limited to making any program code
changes and testing of those changes.
COMPLETION CRITERIA
This Statement of Work will be complete when Titan has provided the
items listcd in the above section titled Deliverables for which it is
responsible.
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this Statement of
Work, Titan will, as part of this Year 2000 testing project, provide
Pre-Renovation Scanning tools, ARC serviccs, and onsite services to
the DC Government for the identified source for a fixed price of
(ACTUAL PRICE WILL DEPEND ON SCOPE).
- FIXED PRICE IS HASED ON A COST OF [...***...] PER LINE OF CODE.
PRICE IS SUBJECT TO CHAVE BASED ON LINE OF CODE COUNT (I.E.,
ADDIDONAL LINES OF CODE FOR RELATED COPYBOOKS).
All out-of-seope work or variances to Titan's tstimating assumptions
that require additional work or result in projcct delays will be
presented to the DC Ciovernment in the form of a Project Impact
Report for approval or acknowledgment.
The Agreement provides the terms and conditions underlying the tools
and services to be provided under this Statement of Work. This
Statement of Work, and its terms and prices, are valid for six (6)
weeks from the date on the Statement of Work. Titan will commence this
engagement upon the execution by the parties of the Agreement and this
Statement of Work.
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
This Statement of Work, including the Agreement, constitutes the
entire agreement between the parties with respect to the subject
matter of this Statement of Work. This Statement of Work and the
Agreement merge and supersede all prior oral or written agreements,
discussions, negotiations, commitments, writings or understandings,
including without limitation any representations contained in any
sales literature, brochures or other written descriptive or
advertising material and is the complete and exclusive statement of
the terms of the parties' agreement. Each of the parties acknowledges
and agees that, in executing this Statement of Work and the Agreement,
it has not relied upon, and it expressly disclaims any reliance upon,
any representation or statement not set fcrth herein or in the
Agreement.
This Statement of Work may be executed in separate counterpaxts, which
together shall constitute a single instrument.
The parties hereto have caused this Statement of Work to be executed
by their respective duly Authorized Representatives.
GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS
COLUMBIA: CORPORATION:
Signature Signature
/s/ Vivek Kumar /s/ Peggy A Owens
------------------------------ ------------------------------
Name Name
VIVEK KUMAR Peggy A. Owens
------------------------------ ------------------------------
Title Title
CONTRACTING OFFICER Business Manager
------------------------------ ------------------------------
Date Date
7/28/99 22 June 1999
------------------------------ ------------------------------
District of Columbia Titan Software Systems
Office of Contracting and Corporation
Procurement 600 Maryland Ave., S.W.
441 4th Street, NM Suite 450
Washington, DC 20001 Washington, DC 20024
<PAGE>
EXHIBIT A--REPRESENTATIONS AND WARRANTIES
EXHIBIT A TO STATEMENT OF WORK FOR PRE-RENOVATION SCANNING
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
PRE-RENOVATION SCANNING
In connection with Year 2000 Pre-Renovation Scanning Services provided
purstiant to the Statement of Work, Titan represents and warrants that
Titan will scan all data which the Client sends to Titan (which has been
extracted in accordance with the Extraction Guide) and that Titan will
provide an Electronic DataMap based on this source data which will
substantially conform to the description in the EDM Guide. In the event of
a breach of the foregoing warranty, Client's sole remedy shall be for Titan
to perform again the services in respect of which the foregoing has been
breached to bring them into compliance with such warranty. Any claim for
breach of the foregoing warrality must be made by written notice to Titan
within 90 days of Client's receipt of the Electronic DataMap from Titan or
said claim shall be waived.
Client recognizes that it is responsible for all information
supplied to Titan with respect to Client's Code, including without
limitation Client's review of the DataMap, if applicable. ACCORDINGLY,
EXCEPT AS SET FORTH IN THE PRECEDING PARAGRAPH AND THE IMMEDWEELY
FOLLOWING PARAGRAPH AND IN ARTICLE 9 OF THE AGREEMENT, TITAN EXPRESSLY
DISCLAIMS ANY AND ALL OTHER WARRANTIES. Without limiting the foregoing,
Client recognizes that Titan specifically does not warrant that, in
performing these services, Titan will identify all Client Code which may
not properly handle dates during and after the Year 2000. THE PARTIES
RECOGNIZE AND AGREE THAT THOSE SERVICES DO NOT CONSTITUTE A RESPONSIBILITY
PROJECT AND TITAN DOES NOT WARRANT ANY PARTICULAR OUTCOME; CLIENT SHALL
REMAIN SOLELY RESPONSIBLE FOR THE RESULTS ACHIEVED IN THE EFFORTS EXPENDED
WITH RESPECT TO THE PARTICULAR STATEMENT OF WORK. IN PARTICULAR, THE
PARTIES RECOGNIZE AND AGREE THAT TITAN DOES NOT WARRANT THAT THE TESTING
OF CLIENT'S CODE WILL BE COMPLETE OR MEET ANY PARTICULAR SERVICE LEVEL OR
QUALITY.
Titan finther represents and warrants that the software licensed to Client
by Titan pursuant to Exhibit B to the Statement of Work will function
substantially in accordance with its documentation provided that such
software has been used in accordance with operating instructions. Titan is
not responsible for obsolescence of the software provided hereunder that
may rcsult from changes in Client's requirements. The foregoing warranty
shall apply only to the most current version of the software at issue.
Titan assumes no responsibility for the use of superseded, outdated, or
uncorrected versions of the software.
<PAGE>
In the event of a breach of the foregoing warranty with respect to licensed
software, Titan will use commercially reasonable effoiTs to correct the
defect. In the event that such defect is not corrected, Titan will replace
the software at no charge or, at Titan's option, Titan will refund the
purchase price ror such software. This paragraph sets forth Client's sole
and exclusive remedy, and Titan's sole and exclusive liability, with
respect to defective software. Any claim for breach of the foregoing
warranty must be made by written notice to Titan within 90 days of
Client's receipt from Titan of the software at issue or said claim shall be
waived.
GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS
COLUMBIA: CORPORATION:
Signature Signature
/s/ Vivek Kumar /s/ Peggy A. Owens
------------------------------ -------------------------------
Name Name
VIVEK KUMAR Peggy A. Owens
------------------------------ -------------------------------
Title Title
Contracting Officer Business Manager
------------------------------ -------------------------------
Date Date
7/28/99 22 June 1999
------------------------------ -------------------------------
District of Columbia Titan Software Systems
Office of Contracting and Corporation
Procurement 600 Maryland Ave., S.W.
441 4th Street, NM Suite 450
Washington, DC 20001 Washington, DC 20024
<PAGE>
EXHIBIT B-SOFTWARE LICENSE
EXHIBIT B TO STATEMENT OF WORK FOR PRE-RENOVATION SCANNING
LICENSE RIGHTS TO MESSAGE FILE VIEWER
By this Exhibit B, Titan hereby grants to Client a non-exclusive,
royalty-free license to use in a non-production environment for Client's
own internal benefit in connection with reviewing the message file
generated by Titan as a result of processing Client Code pursuant to this
Statement of Work and the Agreement, the computor software known as message
File Viewer (the "MFV"). Titan shall deliver to Client the source code for
the MFV. Client shall ensure that use of the MFV is made only by (i)
Client's employees, (ii) individuals or entities which sell only the
scrvices of individuals with sufficient skills to work on Year 2000 service
projects (subject to the execution of a non-disclosure agreement providing
for the protection of the MFV) which does not include, and Client shall
not allow access to the MFV by, any individual or entity that otherwise
sells, markets or delivers Year 2000 services, or (iii) individuals or
entities approved in advance in writing by Titan in its discretion. Client
acknowledges and agrees that Titan has no obligation under this Agreement
to proyide support or updates to the MFV. The MFV shall constitute Private
Inforinatioa of Titan and shall be subject to the provisions of Article 8
(CONFIDENTIALIRY) of the Agreement. In addition, Client shall keep the
source code for the MFV in protected libraries to protect the proprietary
nature of that software. Without limiting the foregoing, Client may not
modify, translate, disassemble or decompile the software or any copy, in
whole or in part.
The Parties agree that MFV shall not be deemed to constitute a product.
Furthermore, Client acknowledges and agrees that the making of any
additions, changes or other modifications to any of the MFV by anyone
(other than by Titan personnel within the scope of, and made as part of,
the Year 2000 services provided under the Agreement and an express
provision of a Statement of Work) SHALL VOID ANY REPRESENTATION OR WARRANTY
OF TITAN WITH REGARD TO THE MFV.
GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS
COLUMBIA: CORPORATION:
Signature Signature
/s/ Vivek Kumar /s/ Peggy A. Owens
------------------------------ -------------------------------
Name Name
VIVEK KUMAR Peggy A. Owens
------------------------------ -------------------------------
Title Title
Contracting Officer Business Manager
------------------------------ -------------------------------
Date Date
7/28/99 22 June 1999
------------------------------ -------------------------------
District of Columbia Titan Software Systems
Office of Contracting and Corporation
Procurement 600 Maryland Ave., S.W.
441 4th Street, NM Suite 450
Washington, DC 20001 Washington, DC 20024
<PAGE>
APPENDIX 1: GENERAL SOURCE EXTRACTION GUIDELINES
The following specifies the general guidelines for extracting source code
and associated components. Please refer to the Pre-Renovation Scanning
Extraction Guide for detailed instructions.
- The DC Government is responsible for segregating, extracting, and
shipping to Titan all production source components according to the
schedule identified in the Statement of Work.
- The source to be extracted should consist only of the Pre-Renovation
Scanning inventory.
- The source to be extracted should be segregated into one PDS library
for each program language, one for copybooks, and one for JCL.
- This segregation of source data should consist of the following
libraries:
1. COBOL programs (MVS OS/VS COBOL, VS COBOL II) and/or
2. PL/1 programs (PL/1) and/or
3. Other prograrns (separate libraries for each language)
4. Copybooks (including screen MAPs, DCLGENs, etc.)
5. JCL
<PAGE>
TITAN PROPOSAL BP03-004
CLEAN MANAGEMENT
<PAGE>
STATEMENT OF WORK
CLEAN MANAGEMENT
FOR THE
GOVERNMENT OF THE
DISTRICT OF COLUMBIA
TITAN PROPOSAL BP03-004
PREPARED BY:
TITAN SOFTWARE SYSTEMS CORPORATION
600 MARYLAND AVE., S.W., SUITE 450
WASHINGTON, DC 20024
<PAGE>
STATEMENT OF WORK FOR TITAN SOFTWARE SYSTEMS CORPORATION
This document and its attachments comprise Statement of Work PO Clean
Management made as of the____ day of ____, 1999 by the Government of the
District of Columbia ("DC Government" or "Client) and Titan Software
Systems Corporation ("Titan"). Capitalized terms used but not defined in
this Statement of Work shall have the meanings given to them in the
Agreement.
SCOPE OF WORK
Titan will perform Clean Management activities for the DC Government for
the period May 15, 1999 through December 31, 1999. Titan will also provide
Set-Up activities for the DC Government as the first step in preparing the
DC Government for Clean Management. Titan will provide training and
facilitated sessions to determine the scope and process for Clean
Management or the DC Government. Specifically, the Setup Activities will
determine the Clean Management environment and procedures for the DC
Government, as well as the base inventory covered under the Clean
Management process.
Titan will perform Clean Management using Titan's Post-Test Scan processing
with the base inventory as defined during the Set Up activities.
Post-Test Scan consists of tools and services that aid in maintaining Year
2000 readiness by providing the following;
- Executive Summary Report and code analysis messages identifying
date logic and potential issues and related complexities in the
source code.
- An ISPF based message viewer, Message File Viewer (MFV) to allow
the DC Government to display the code analysis messages in-stream
with the source code, Titan will ensure that the DC Goverriment
has the most recent version of the Message File Viewer for all
Clean Management cycles.
ACTIVITIES
Titan will perform the Clean Management setup and interval processing
activities dufmcd below.
CLEAN MANAGEMENT SET-UP
During the Clean Management Setup Phase Titan will perform the
activities defined below.
TRAINING
Titan will provide training on the Clean Management process including the
following topics:
- Renovation Standards
- Extraction processes
- Principles of Clean Management
<PAGE>
INVENTORY DEFINITION
Working with the DC Government, Titan will define the inventory to be part
of the Clean management process. As part of the inventory definition, the
status of each program of the inventory is also defined.
STRATEGY DEVELOPMENT
Titan will conduct a series of facilitated strategy sessions with the DC
Government to determine the overall Clean Management activities including
source code maintenance, validation/test strategies, and tools to be part
of the Clean Management process
- Review status of any current QUICKchecks and renovations
- Review the current process for source code control for the DC
Government
- Review current maintenance and development activities
- Review production implementation procedures
ESTABLISH THE CLEAN MANAGEMENT ENVIRONMENT
Titan will deflne initial procedures based on the information providcd in
the facilitated strategy sessions. Thesc procedures will be the basis for
the Cleaii Management environment for the DC Government.
REPORT PREPARATION AND PRESENTATION
Titan will prepare and present a formal Strategy and Findings report
defining the Clean Management process for the DC Government. The report
will include the following:
- Inventory to be included in the Clean Management process
- Timing for Clean Management activities for the DC Government
- Tool requirements
- Overall process for the DC Government including assumptions and
scope
- Responsibilities for the DC Government and Titan
CLEAN MANAGEMENT INTERVAL PROCESSING
For each interval of Clean Management processing as defined in the Set Up
Findings Report, Titan will perform the following tasks:
- Identify the programs changed since the last Clean Management review
- Extract the changed programs
- Perform Post-Test Scan processing on the changed programs. Programs in
the base inventory that utilize changed Copybooks will also be
processed.
- After receiving the extracted source, Titan will scan the source and
produce the Message Files and Executive Summary report. Within one (1)
week of receiving the extracted source, Titan will return the Message
Files, and to the DC Government in electronic format and provide a
hard copy of the Executive Summary Report Deliverables.
- In the event that the number of changed programs exceeds five hundred
(500), Titan will return the Message Files to Titan in electronic
format and provide a hard copy of the Executive Summary Report
Deliverables within two (2) weeks of receiving the extracted source.
<PAGE>
HELP DESK ASSISTANCE
Titan will provide Help Desk assistance to the DC Government during the
period when Titan is providing Clean Management services from March 15,
1999 through December 31, 1999. Help Desk assistance will terminate 30 days
after the last Clean Management Interval processing. This assistance will
be limited to telephone support and will be available Monday through Friday
from 8:00 PM Eastern Time.
DELIVERABLES
The deliverables to be created and made available to the DC Government
under this Statement of Work are limited to the following:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
DELIVERABLES RESPONSIBLILITY
(X = LEADS X = PARTICIPATES TITAN DC GOVERNMENT
- --------------------------------------------------------------------------------
<S> <C> <C>
CLEAN MANAGEMENT SETUP
- --------------------------------------------------------------------------------
- - Clean Management Training X X
- --------------------------------------------------------------------------------
- - Facilitated Sessions X X
- --------------------------------------------------------------------------------
- - Initial Clean Management procedures X
- --------------------------------------------------------------------------------
- - Strategy and Findings Presentation X X
- --------------------------------------------------------------------------------
CLEAN MANAGEMENT INTERVAL PROCESSING
- --------------------------------------------------------------------------------
- - Identification of changed programs X X
- --------------------------------------------------------------------------------
- - Extraction of changed programs X X
- --------------------------------------------------------------------------------
- - Generated Message Files, Cross Reference X
Files, and Executive Summary
- --------------------------------------------------------------------------------
- - Strategy/Next Steps X X
- --------------------------------------------------------------------------------
ONGOING
- --------------------------------------------------------------------------------
- - Help Desk Assistance X X
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE**
<TABLE>
<CAPTION>
PLANNED SCHEDULE SETUP INTERVAL
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ACTIVITY WEEK # 1 2 3 4* 5
CLEAN MANAGEMENT SETUP
Kickoff Meeting J
Clean Management Training J
Inventory ldentification J
Facilitated Strategy Sessions J J
Prepare initial Clean Management C
procedures
Prepare Strategy and Findings C
Presentation
Present Findings Report J
CLEAN MANAGEMENT INTERVAL
PROCESSING
Identification of changed programs J
Inventory Extraction and Shipment J
(Changed programs only)
Receipt of Extracted Source C
Base inventory deliverables (Message C
files, Cross Reference File, Executive
Summary)
Prepare Findings Presentation C
Present Findings Report J
Help Desk Assistance C C C
---------------------------------------------------------------------
</TABLE>
* For less than 500 programs, the processing time is 1 week. For greater
than 500 programs the processing time is 2 weeks.
C = TITAN J =JOINT EFFORT
ASSUMPTIONS
Titan's fixed price and schedule are based on the scope of work, assignment
of responsibilitics, deliverables and assumptions presented in this
Statement of Work. It is important to understand the assumptions upon which
Titan based its price. The assumptions enable Titan to communicate the
basis of its approach, work estimate, and delivery schedule. They providc a
foundation on which to build mutual understanding, common expectations, and
teamwork to achieve a successful project.
If the scope of work, assignment of responsibilities, deliverables or
assumptions change, it may be necessary to modify our murual expectations
of The project's cost, schedule and/or deliverables. If any of these do
change, a Titan Project Impact Report (PIR) will be prepared to document
the occurrence and to assess the impact to project targets (primarily cost
and due date).
<PAGE>
For this Statement of Work, the assumptions include the following:
- - For the code to be processed via the Clean Management process, the
following assumptions apply:
- The DC Government has already renovated the identified source or
believes it to be Year 2000 ready
- The source to be processed is MVS OS/VS COBOL, VS COBOL II,
and/or MVS PL/1
- No pre-compilers are used
- All missing inventory was resolved during the setup phase. There
will be no missing inventory processing during THE periodic clean
management reviews.
- This Statement of work describes all the work to be performed and the
deliverables that will be provided. Work or deliverables not contained
IN this Statement of Work are considered out-of-scope and are excluded
frorn this offering.
RESPONSIBILITIES
TITAN RESPONSIBILITIES
Titan's responsibilities are documented in the assignment of
responsibilities detailed in the Activities and Deliverables sections of
this Statement of Work.
DC GOVERNMENT RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, the DC
Government will:
- Appoint a full-time Project Manager
- Provide all necessaCy system support stdff
- provide adequate work space, laser printers (with at least 2M memory),
telephones (including speakerphones and analog lines), and use of
other office equipment for each Titan team member while on-site
- Provide system access (logons, passwords) with a response time of no
more than two (2) seconds. Provide documentation for the source to be
part of the Clean Management Inventory.
COMPLETION CRITERIA
This Statement of Work will be complete when Titan has provided the items
listed in the above section titled Deliverables for which it is
responsible.
<PAGE>
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities, deliverables
and assumptions described elsewhere in this Statement of Work, Titan will
perform Clean Management setup and interval processing activities for a
fixed price of [...***...] for each line-of-code scanned during the Clean
Management interval processing.
All ouE-of-scope work or variances to Titan's estimating assumptions, that
require additional work or result in project delays will be presented to
the DC Government in the form of a Project Impact Report for approval or
acknowledgment.
In addition, the DC Government will pay travel and living expenses for
Titan on-site project team inernbcrs during the life of the project. These
expenses will be billed at cost and invoiced bi-weekly throughout the term
of the engagement. Titan will make every effba to minimize these expenses.
Titan will adhere to the corporate policies of the DC Government with
respect to all expenses.
This Statement of Work constitutes the entire agreement between the parties
with respect to the subject matter of this Statement of Work. This
Statement of Work and the Agreement merges and supersedes all prior oral or
written agreements, discussions, negotiations, commitments, writings or
understandings, including without limitation any representations contained
in any sales literature, brochures or other written descriptive or
advertising material and is the complete and exclusive statement of the
terms of the parties' agreement. Each of the parties acknowledges and
agrees that, in executing this Statement of Work and the Agreement, it has
not relied upon, and it cxpressly disclaims any reliance upon, any
representation or qtatement not set forth herein or in the Agreement.
This Statement of Work may be exccutcd in separatc counterparts, which
together shall constitute a single instrument.
The parties hereto have caused this Statement of Work to be executed by
their respective duly Authorized Representatives.
GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS
COLUMBIA: CORPORATION:
Signature Signature
/s/ Vivek Kumar /s/ Peggy A. Owens
------------------------------ -------------------------------
Name Name
VIVEK KUMAR Peggy A. Owens
------------------------------ -------------------------------
Title Title
CONTRACTING OFFICER Business Manager
------------------------------ -------------------------------
Date Date
7/28/99 22 June 1999
------------------------------ -------------------------------
District of Columbia Titan Software Systems
Office of Contracting and Corporation
Procurement 600 Maryland Ave., S.W.
441 4th Street, NW Suite 450
Washington, DC 20001 Washington, DC 20024
EXHIBIT A - REPRESENTATIONS AND WARRANTIES
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
EXHIBIT A TO STATEMENT OF WORK FOR CLEAN MANAGEMENT
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
In connection with Year 2000 Clean Management Services, Titan represents, and
warrants that it will provide the professional service resources set forth in
the Statement of Work to perform such services pursuant to Client's direction,
and that the individuals provided by Titan to perform such services will be
qualified to perform the services that the Statement of Work contemplates they
are to provide.
In the event of a breach of the foregoing warranty, Client's sole remedy shall
be for Titan to perform again the services in respect of which the foregoing has
been breached to bring them into compliance with such warranty. Any claim for
breach of the foregoing warranty must be made by written notice to Titan within
30 days of the performance of the services in respect of which the claim is made
or said claim shall be waived.
The Titan resources providing services under the Statement of Work will work
alongside Client's personnel and/or, at Clicnt's direction, third party
personnel.
THE SERVICES PROVIDED HEREUNDER ARE DEPENDENT UPON THE INFORMATION SUPPLIED
BY CLIENT TO TITAN WITH REGARD TO CLIENT'S YEAR 2000 PROJECT PRACTICES. IN
LIGHT OF THIS, TITAN PROVIDES THE WARRANTY SET FORTH ABOVE. WITHOUT LIMITING
THE FOREGOING, CLIENT RECOGNIXES THAT TITAN SPECIFICALLY DOES NOT WARRANT
THAT, IN PERFORMING YEAR 2000 CLEAN MANAGEMENT SET-UP, IT WILL IDENTIFY ALL
RISKS OR EXPOSURES IN THE YEAR 2000 PLAN, OR PROVIDE A COMPREHENSIVE LIST OF
RECOMMENDATIONS. THE PARTIES RECOGNIZE AND AGREE THAT THOSE SERVICES DO NOT
CONSTITUTE A RESPONSIBILITY PROJECT AND TITAN DOES NOT WARRANT ANY PARTICULAR
OUTCOME; CLIENT SHALL REMAIN SOLELY RESPONSIBLE FOR THE RESULTS ACHIEVED IN
SUCH EFFORT. IN PARTICULAR, THE PARTIES RECOGNIZE AND AGREE THAT TITAN DOES
NOT WARRANT THAT THE CLEAN MANAGEMENT SET-UP WILL BE A COMPLETE SET-UP.
GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS
COLUMBIA: CORPORATION:
Signature Signature
/s/ Vivek Kumar /s/ Peggy A. Owens
------------------------------ -------------------------------
Name Name
VIVEK KUMAR Peggy A. Owens
------------------------------ -------------------------------
Title Title
CONTRACTING OFFICER Business Manager
------------------------------ -------------------------------
Date Date
7/28/99 22 June 1999
------------------------------ -------------------------------
District of Columbia Titan Software Systems
Office of Contracting and Corporation
Procurement 600 Maryland Ave., S.W.
441 4th Street, NW Suite 450
Washington, DC 20001 Washington, DC 20024
<PAGE>
TITAN PROPOSAL BP03-005
RENOVATION ONLY
<PAGE>
STATEMENT OF WORK
RENOVATION ONLY
FOR THE
GOVERNMENT OF THE
DISTRICT OF COLUMBIA
TITAN PROPOSAL BP03-005
PREPARED BY:
TITAN SOFTWARE SYSTEMS CORPORATION
600 MARYLAND AVE., S.W., SUITE 450
WASHINGTON, DC 20024
<PAGE>
STATEMENT OF WORK FOR YEAR 2000 RENOVATION ONLY FOR TITAN SOFTWARE SYSTEMS
CORPORATION
This document and its attachments comprise Statement of Work for Year 2000
Renovation only made as of the day of , 1999 by the Government
of the District of Columbia ("DC Government" or "Client") and Titan Software
Systems Corporation ("Titan"). Capitalized terms used but not defined in this
Statement of Work shall have the meanings given to them in the Agreement.
SCOPE OF WORK
The DC Government wili utilize Titan's Renovation Only SERVICE offering to
support its Year 2000 renovation efforts. Because the exact size of the
Renovation Only inventory has yet to be defined, actual schedules will vary
depending on the language mix and size of the Renovation Only inventory.
ACTIVITIES
The DC Government renovation only project consists of two phases - Specification
and Renovation.
SPECIFICATION PHASE
Titan will conduct as many as three (3) meetings during the course of the
Specification Phase. The focus of each meeting is outlined below. The first
meeting is a Pre-Kickoff meeting, which is held to ensure that the DC Government
understands the extraction process that will be scheduled to occur later that
week. It is also an introduction to the second meeting, the Specification
Workshop. The Workshop attendees are expected to be the Technical Application
Owners responsible for the systems to be renovated. The final pre-scheduled
meeting is the Kickoff Meeting, during which the Renovation Specification
becomes the project team's primary focus.
The planned meetings are:
- Pre-Kickoff Meeting (The week before the project starts)
- RencovateProcess Overview
- Roles and Responsibilities
- Project Schedule
- Extraction Specification
- Inventory Resolution
- Extraction Guidelines
- Specification Workshop (First week of the project)
- Renovation Specification
- Technical Approach
<PAGE>
- Complexity Analysis
- DataMap Review Process
- Renovation Results
- Code Change Results
- Renovation Rules
- Kickoff Meeting (beginning of the first week)
- Review Renovation Specification Progress
- Resolve Missing Inventory
- Confirm Schedule for Complexity Analysis
- Review/Update Schedule
Titan will stage and extract the Renovation Inventory with the DC Government's
assistance to identify the inventory according to the Schedule section of this
Statement of Work. To assist the DC Government in this effort, Titan will
provide Extraction Guidelines, summarized in Appendix I of this Statement of
Work, to clarify the expected format and steps involved in the extraction
process during the Pre-Kickoff meeting. This approach will maximize the ability
of the DC Government to ensure that the Renovation Inventory sent to Titan is
correct (matches production) and complete (no missing inventory).
During the Specification Workshop, Titan will provide a sample complexities
list. The DC Government will determine which of these complexities exist, and
where, in their Renovation Inventory. The DC Government will select an
implementation strategy for each complexity from options provided by Titan.
Titan will review the selected options for feasibility, compatibility, and
efficiency.
Titan will identify any missing inventory, (Week 2). During Kickoff Week (Week
1), Titan's on-site Renovation Specialist will assist the DC Government in
resolving any inventory identified by Titan as missing and support the
development of the Renovation Specification. Titan must receive the missing
inventory very early (by Tuesday) in week two (2). Titan will scan the
Renovation Inventory, review the results, and create the unconfirmed DataMaps.
Application programs can be coded in such a way that makes it very difficult or
even impossible to uncover date fields using any manual or automated technique
without possessing application specific knowledge or documentation. To maximize
application renovation success, given the challenges of finding all dates,
Titan:
- Tracks discoverable date fields through their interaction with all
other fields to uncover hidden date fields
- Automates an integrated rapid analysis tool for technical domain
analysis
- Focuses and facilitates application domain analysis by providing a
DataMap for the DC Government Application Specialist review,
customization, and specification signoff
<PAGE>
Titan will send the unconfirmed DataMaps to the DC Government for
confirmation and augmentation of Titan's automated and technical domain
discovery process. The DataMap provides a view into the application's use of
data. It contains information about all records and parameters discovered
through Titan's toolset, repository and technical analysis.
The DC Government will review and confirm the DataMap provided by Titan. The
review and confirmation of this information allow the DC Government to influence
the entire renovation effort before the start of the renovation process. During
DataMap confirmation, limited individual date fields may be designated for
renovation using expansion to address IG-specific complexities such as a date in
a key field. DataMap confirmation includes:
- Reviewing, modifying and confirming all date field classifications
- Reviewing, modifying and confirming all date field dispositions
- Identifying any date fields not included in the DataMap
The key deliverable from this phase is the Renovation Specification, which the
DC Government and Titan will create together. The Renovation Specification is a
unique Titan feature that allows the DC Govemment to influence the specifics of
its code renovation before any changes take place. The Renovation Specification
consists of three parts:
1. The renovation complexities (such as dates in key fields) and the
selected resolution options
2. The confirmed DataMap, which details the type and desired disposition
for each date field in each record layout
3. The Renovation Standards, which document the expected renovation
results and which are included in Appendix 2 of this Statement of Work
The Renovation Specification will be the basis of all DC Government code
renovation activities.
RENOVATION PHASE
Titan will use its automated technology to renovate the DC Government's
inventory using an interpretation strategy, and will return the following:
- Renovated programs and copybooks based on the Renovation
Specification, including internal line-of-code change records
documenting the changes made to the programs and copybooks
- External change log
- Required Year 2000 called subroutines
At the beginning of the second week of Renovation, the DC Government may have to
send an application-knowledgeable technical representative to Titan to review
the initial renovation of the code. In particular, this person will review the
actual code implementation of the confirmed DataMap and the selected options for
resolving complexities defined in the Renovation Specification. The DC
Government representative may review other elements of the renovation
<PAGE>
to gain an understanding of the Renovation process and how that will influence
the results the DC Government will receive at the conclusion of the Renovation
activities. The review is expected to last up to five (5) days. At the DC
Government's option, the DC Government representative may remain at Titan and
participate in the actual code renovation.
Titan will conduct a formal Code Turnover meeting with the DC Government to turn
over the renovated code and to review the Renovation results and Deliverables.
At this meeting, which is typically scheduled for the Monday following
completion of code renovation, the DC Government will formally receive the
renovated source code.
After the Code Turnover meeting, Titan will deliver and assist in the
installation of its Year 2000 called subroutines specifically invoked by the
renovated code. Titan will grant to the DC Government a non-exclusive,
royalty-free license to use any called software routines. These routines are
provided solely for The DC Government's (in its capacity as a contractor to the
District of Columbia) use and internal benefit in connection with code that
Titan has renovated. These routines will be delivered in source code format.
WARRANTY SUPPORT
During Warranty Support, Titan will be responsible for correcting code that the
DC Government identifies as not complying with the Renovation Specification and
that the DC Government has not changed without Titan's consent. Warranty Support
will be available at no charge for 90 days following delivery of the renovated
inventory.
Titan will provide telephone support for calls from the designated DC Government
liaison during the Warranty Support period. Titan will provide on-site support
during this period to correct issues that cannot be resolved via telephone
support. The DC Govemment will reimburse Titan for all travel and living
expenses associated with any on-site Warranty Support.
Telephone support will be available from 8 a.m. to 7 p.m. ET, Monday through
Friday. If the DC Government subscribes to the optional dial-in access service,
the DC Government can submit problem reports electronically at any time (system
maintenance periods excepted).
<PAGE>
DELIVERABLES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
DELIVERABLES RESPONSIBLILITY
(X = LEADS X = PARTICIPATES) TITAN DC GOVERNMENT
- --------------------------------------------------------------------------------
<S> <C> <C>
SPECIFICATION PHASE
- - Extraction Guidelines for Renovation X
- --------------------------------------------------------------------------------
- - Specification Workshop X X
- --------------------------------------------------------------------------------
- - Extracted Renovation Inventory X X
- --------------------------------------------------------------------------------
- - Unconfirmed DataMaps X
- --------------------------------------------------------------------------------
- - DataMap Training X
- --------------------------------------------------------------------------------
- - Renovation Specification:
- Renovation Complexities List X
- --------------------------------------------------------------------------------
- Identified Renovation Complexities X
- --------------------------------------------------------------------------------
- Renovation Complexity Options X
- --------------------------------------------------------------------------------
- Selected and Documented Renovation X
Complexity Solutions
- --------------------------------------------------------------------------------
- Confirmed DataMap X
- --------------------------------------------------------------------------------
- Renovation Standards X
- --------------------------------------------------------------------------------
RENOVATION PHASE
- - Updated Renovation Specification X X
- --------------------------------------------------------------------------------
- - Renovated Programs and Copybooks with X
line-of-code comments regarding each
change made, and any other renovated
source components included in the
Renovation Inventory
- --------------------------------------------------------------------------------
- - External Change Log X
- --------------------------------------------------------------------------------
- - Renovated Code Receipt X
- --------------------------------------------------------------------------------
- - Required Year 2000 Called Subroutine(s) X
- --------------------------------------------------------------------------------
WARRANTY SUPPORT
- - Renovated Code Support X
- --------------------------------------------------------------------------------
- - Final Check-Point Meeting X X
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S><C>
SCHEDULE
PLANNED SCHEDULE Specification Renovation Warranty
- -----------------------------------------------------------------------------------------------------------------------------------
ACTIVITY WEEK # 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24
Specification Workshop J
Complexity Identification List C
Inventory Reconciliation T
Source Components Extracted J
Renovation Complexities List Provided C
Renovation Complexities Identified T T T
Missing Inventory Identified C
Missing Inventory Resolved T
Complexity Solutions Selected T T
DataMap Created C
DataMap Confirmed T
Renovation Specification Developed J J J
Renovation Specification Signed-off T
Renovation Specification Reviewed/ J
Refined at ARC
Source Components Renovated C C C
Install Required Year 2000 Subroutines J
Review "?" Log Implement Findings J
Complete Require On-site Renovation C
Code Turnover J
Install Required Year 2000 Subroutines J
Warranty Period C C C C C C C C C C C C C C
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
C = Titan
J = Joint Effort
T = DC Government
<PAGE>
ASSUMPTIONS
Titan's proposed price and schedule are based on the scope of work, assignment
of responsibilities, deliverables and assumptions presented within this
Statement of Work. It is important to understand the assumptions upon which
Titan based its price. The assumptions enable Titan to communicate the basis of
its approach, work estimate, and delivery schedule. They provide a foundation on
which to build mutual understanding, common expectations, and teamwork to
achieve a successful project.
If the scope of work, assignment of responsibilities, deliverables or
assumptions change, it may be necessary to modify our mutual expectations of the
project's cost, schedule, and/or Deliverables If any of these do change, a
Titan Project Impact Report (PIR) will be prepared to document the occurrence
and to assess the impact to project targets (primarily cost and due date).
- The technical approach to the renovation is Interpretation.
- The program high, medium, low complexity mix is 1:1:1, as described
in Appendix 3 of this Statement of Work.
- Screens and reports will not be changed.
- The Renovation Inventory is in compile-ready format without
pre-compilers and pre-processors, other than SQL or CICS.
- The contents of the Renovation Inveniory will not change after it is
initially extracted and sent to Titan, except as modified through the
missing inventory process.
- Extracted source code and confirmed DataMaps are expected to be
received according to the Schedule section of this Statement of Work.
Late shipments or elements found by Titan to be missing from the
program logic that result in delays will be charged to the DC
Government as Project Impacts.
- Renovation will be limited to date fields and date-related fields.
- The renovation of the DC Government's Renovation Inventory is based on
the confirmed Renovation Specification.
- The DC Government will include whole applications, rather than
selected pieces, in the Renovation Inventory to allow the Titan
toolset to detect hidden dates and resolve usage.
- The DC Government will have one correction cycle to resolve missing
inventory according to the Schedule section of this Statement of Work.
Titan will handle additional correction cycles as Project Impacts.
- The DC Government will complete the confirmation of DataMaps within
five (5) days of DataMap receipt.
- The DC Government will provide sign-off of all deliverables within
five (5) working days of receipt. After five (5) working days,
deliverables will be deemed accepted by the DC Government unless Titan
is notified otherwise in writing.
<PAGE>
- Resolution of issues not specified in the Renovation Specification
that result in renovation errors are outside the scope of this
Statement of Work.
- This Statement of Work describes all the work to be performed and the
deliverables to be provided. Work or deliverables not contained in
this Statement of Work are considered out-of-scope and are excluded
from this offering.
RESPONSIBILITIES
TITAN RESPONSIBILITIES
Titan's responsibilities are documented in the assignment of responsibilities
detailed in the Activities and Deliverables sections of this Statement of Work.
DC GOVERNMENT RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the Activities and
Deliverables sections of this Statement of Work, the DC Government will:
- Designate a Project Executive and a liaison to participate as needed
- Provide Subject Matter Experts (SMEs) knowledgeable of the
applications, file structures, and data included in the Renovation
Inventory to participate primarily in developing the Renovation
Specification and confirming the DataMap
- Provide adequate work space, laser printers (with at least 2M memory),
telephones (including speakerphones and analog lines) and use of
other office equipment for each Titan team member while on-site
- Ensure the Renovation Inventory source represents production and can
be compiled
- Assist in the extract source elements, as identified in the Scope of
Work section of this Statement of Work, according to the Extraction
Guidelines provided by Titan
- Submit the initial Renovation Inventory, in a single shipment, to
Titan per the Schedule section of this Statement of Work
- Provide all information in an expedient manner to meet project
schedules
- Document any complexities that may have an impact on DataMap creation
or the Renovation process in the Renovation Specification
- Execute all validation, implementation and data conversion activities
- Provide a single point of contact (liaison) for the Warranty Support
period
COMPLETION CRITERIA
This Statement of Work will be complete when Titan has provided the items listed
in the above section titled Deliverables for which it is responsible.
<PAGE>
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities, deliverables and
assumptions described elsewhere in this Statement of Work, Titan will
renovate the DC Government inventory for a fixed price of [...***...] per
LOC. There will be Ninety (90) days of Warranty Support following the
completion of 20XX testing.
The Agreement provides the terms and conditions underlying the services to be
provided under this Statement of Work. This Statement of Work, and its terms
and prices, are valid for six (6) weeks from the date on this Statement of Work.
Titan has already started the activities associated with this SOW, and will
continue according to the Workplan. This Statement of Work, including the
Agreement, constitutes the entire agreement between the parties with respect to
the subject matter of this Statement of Work. This Statement of Work and the
Agreement merge and supersede all prior oral or written agreements, discussions,
negotiations, commitments, writings or understandings, including without
limitation any representations contained in any sales literature, brochures or
other written descriptive or advertising material and is the complete and
exclusive statement of the terms of the parties' agreement. Each of the parties
acknowledges and agrees that, in executing this Statement of Work and the
Agreement, it has not relied upon, and it expressly disclaims any reliance upon,
any representation or statement not set forth herein or in the Agreement.
This Statement of Work may be executed in separate counterparts, which together
shall constitute a single instrument.
To show their agreement to these terms, Titan and Client, acting through their
Authorized Representatives, have signed and delivered this Statement of Work on
the dates specified below.
GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS
COLUMBIA: CORPORATION:
Signature Signature
/s/ Vivek Kuman /s/ Peggy A. Owens
------------------------------ -------------------------------
Name Name
Vivek Kuman Peggy A. Owens
------------------------------ -------------------------------
Title Title
Contracting Officer Business Manager
------------------------------ -------------------------------
Date Date
7/28/99 22 June 1999
------------------------------ -------------------------------
District of Columbia Titan Software Systems
Office of Contracting and Corporation
Procurement 600 Maryland Ave., S.W.
441 4th Street, NW Suite 450
Washington, DC 20001 Washington, DC 20024
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
EXHIBIT A
EXHIBIT A TO STATEMENT OF WORK
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
RENOVATION ONLY SERVICES [MONEY BACK GUARANTEE]
Titan represents and warrants to Client that any source code change made by
Titan as part of the Year 2000 Services shall be consistent with the DataMap
specifications and renovation specifications. In the event of a breach of the
foregoing warranty Titan shall correct the change so as to bring it into
compliance with that warranty or, at Client's option, Titan shall provide Client
with a full money back refund with respect to the applicable Statement of Work
for which such change relates, PROVIDED, HOWEVER, that such refund will only
occur upon Client's permanently ceasing all use of, and returning to Titan all
copies of, all of the Code that Titan has renovated for Client pursuant to such
applicable Statement of Work. Any claim for breach of the foregoing warranty
must be made by written notice to Titan within 90 days of Client's receipt of
the renovated Code from Titan or said claim shall be waived.
The services provided hereunder are dependent upon the information supplied by
Client to Titan with regard to Client's Code, including without limitation
Client's review of the DataMap. In light of this, and the changes which might be
made by Client or any third party in any Code that Titan renovates or in Code
that interacts with that Code, Titan provides the warranty set forth above for
the time period set forth above and does not warrant that any Code will function
without problems.
Client acknowledges and understands that Titan has notified Client that Code
renovated by Titan pursuant to this SOW should be tested prior to being
implemented into the Client's environment. Client recognizes that such
testing is an important component of year 2000 services and is designed to
reduce errors in the Code and to increase the likelihood that Code which needs
to be renovated to address the Year 2000 problem has been identified and
renovated. Client acknowledges that it will NOT be purchasing testing services
from Titan; it is Client's responsibility to ensure an appropriate level of
testing for its Code. In addition to any other disclaimer of warranty or
limitation of liability otherwise contained in the Agreement or this Statement
of Work, and without limiting the same, CLIENT RELEASES TITAN, ITS PARENTS,
SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, FROM ALL LIABILITY OF ANY NATURE
WHATSOEVER RELATING TO THE TESTING OF (OR FAILURE TO TEST) SUCH CODE.
GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS
COLUMBIA: CORPORATION:
Signature Signature
/s/ Peggy A. Owens
------------------------------ -------------------------------
Name Name
Peggy A. Owens
------------------------------ -------------------------------
Title Title
Business Manager
------------------------------ -------------------------------
Date Date
22 June 1999
------------------------------ -------------------------------
District of Columbia Titan Software Systems
Office of Contracting and Corporation
Procurement 600 Maryland Ave., S.W.
441 4th Street, NW Suite 450
Washington, DC 20001 Washington, DC 20024
<PAGE>
EXHIBIT B
EXHIBIT B TO STATEMENT OF WORK
LICENSE RIGHTS TO CGADATE/CGACVT AND UDM
By this Exhibit B to the Statement of Work for Year 2000 Renovation only
services, Titan hereby grants to Client a non-exclusive, royalty-free license to
use for its own internal benefit in connection with the Code renovated by Titan
pursuant to this Statement of Work and the Agreement, the software routines
known as CGACVT and CGADATE (the "LICENSED ROUTINES") and the computer program
known as the Universal Data Migrator ("UDM"). Titan shall deliver to Client the
source code for the Licensed Routines and the object code for the UDM. Client
shall ensure that use of the Licensed Routines and the UDM is made only by (i)
Client's employees, (ii) individuals or entities which sell only the services
of individuals with sufficient skills to work on Year 2000 service projects
(subject to the execution of a non-disclosure agreement providing for the
protection of the Licensed Routines and the UDM) which does not include, and
Client shall not allow access to the Licensed Routines or the UDM by, any
individual or entity that otherwise sells, markets or delivers Year 2000
services, or (iii) individuals or entities approved in advance in writing by
Titan in its discretion. Client acknowledges and agrees that Titan has no
obligation under this Agreement to provide support or updates to the Licensed
Routines or the UDM. The Licensed Routines and the UDM shall constitute Private
Information of Titan and shall be subject to the provisions of Article 8
(CONFIDENTIALITY) of the Agreement. In addition, Client shall keep the source
code for the Licensed Routines in protected libraries in order to protect the
proprietary nature of that software.
Client acknowledges and agrees that the making of any additions, changes or
other modifications to the Licensed Routines or the UDM by anyone (other than by
Titan's personnel within the scope of, and made as part of, the Year 2000
services provided under the Agreement and an express provision of a Statement of
Work) SHALL VOID ANY REPRESENTATION OR WARRANTY OF TITAN PURSUANT TO ARTICLE 9
OF THE AGREEMENT WITH REGARD TO THE LICENSED ROUTINES OR THE UDM AS WELL AS WITH
REGARD TO RENOVATED SOFTWARE WHICH UTILIZES THAT LICENSED ROUTINE OR WITH
REGARD TO SOFTWARE RENOVATED USING THE UDM.
GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS
COLUMBIA: CORPORATION:
Signature Signature
/s/ Vivek Kumian /s/ Peggy A. Owens
------------------------------ -------------------------------
Name Name
Vivek Kuman Peggy A. Owens
------------------------------ -------------------------------
Title Title
Contracting Officer Business Manager
------------------------------ -------------------------------
Date Date
7/28/99 22 June 1999
------------------------------ -------------------------------
District of Columbia Titan Software Systems
Office of Contracting and Corporation
Procurement 600 Maryland Ave., S.W.
441 4th Street, NW Suite 450
Washington, DC 20001 Washington, DC 20024
<PAGE>
APPENDIX 1: SOURCE EXTRACTION GUIDELINES
- All source code should be compiled and linked in a staging environment
prior to renovation extraction.
- The DC Government is responsible for segregating, extracting, and
shipping to Titan all production source components during the
Pre-Kickoff Week.
- The source to be extracted should consist only of the renovation
inventory listed in the scope section of this Statement of Work.
- The source to be extracted should be segregated into one PDS library
for programs and one for copybooks.
- This segregation of source data should consist of the following
libraries:
1. COBOL source programs (MVS OS/VS COBOL and VS COBOL II)
2. COBOL copybooks (including screen MAPs, DCLGENs, etc.)
<PAGE>
APPENDIX 2: RENOVATION STANDARDS
The Titan renovation process is carefully designed to transform programs
according to the Renovation Specification with minimum disruption to the working
logic of the program. This is to ensure the highest quality renovation and the
lowest risk during testing. The renovation process may include data fields that
are either expanded or interpreted (suppressed), which is determined by the Data
Map.
This document describes the standard changes that will be made by the automated
and manual renovation processes. Of course, there will be cases where additional
analysis and manual code changes will be required. However, Titan will adhere
to these standards whenever possible.
CHANGE CODING STANDARD
Any code to be changed will be commented out and retained in the program. All
such comment lines will use a "*+" comment indicator, so that the commented
code can easily be identified and later automatically removed. Changes by the
Renovator will be identified as such. Any manual changes will include a comment
line indicating the date and author of the changes. For example:
Y2000+*+** CGA/ARC: FIELD TEST-YY EXPANDED Y2000+
Y2000+*+ 03 TEST-YY PIC 99. Y2000+
Y2000C 03 TEST-YY PIC 9999. Y2000C
The Change Marker "Y2000+" is used for added lines and "Y200OC" for changed
lines. ARCDRIVE will insert a banner at the beginning of each renovated COBOL
program:
************************************************************
Y2000+*+ Y2000+
Y2000+*+ EDITED BY CGA/ARC RENOVATOR RENOALL V2.0a ON 1996-1-29 11:42 Y2000+
Y2000*+ Y2000+
************************************************************
MAINTAIN SAME DATA FORMAT
Wherever possible, all renovated fields should retain the same basic format as
in the original code, except for an expanded area. For example:
MMDDYY becomes MMDDYYYY
YYMMDD becomes YYYYMMDD
YYDDD COMP-3 becomes YYYYDDD COMP-3
etc.
This is important to maintain the program logic that may depend on the format.
CENTURY ADDITION TO YEAR
For expanded dates, year fields will be expanded to include the century, either
as a two-digit (19/20) or one-digit (0/1) prefix. The century field will not be
a separate field. For example:
01 TEST-YY PIC 99
will become
01 TEST-YY PIC 9999.
This is necessary to support comparisons and calculations that may involve the
expanded field. ARCDRIVE also supports the use of single digit century fields
(0 = 1900, 1 = 2000).
DATA NAMES
There will be no change to the data names, even if the field contains
"YY". This is necessary to preserve the references to the field throughout the
program and in related programs.
<PAGE>
EXISTING CENTURY FIELDS
Existing Century fields will be moved to become a redefinition of the first two
digits of the expanded year fields. For example:
03 DATE14.
05 DATE14-CC PIC XX.
05 DATE14-YY PTC XX.
05 DATE14-MM PIC XX.
05 DATE14-DD Pic XX.
will become:
<TABLE>
<CAPTION>
<S><C>
Standard (A disposition)
03 DATE14.
Y2000+*+** CGA/ARC A263 CENTURY DATE14-CC MOVED/REMOVED Y2000+
*+ 05 DATE14-CC PIC XX. Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY PIC XX. Y2000+
05 DATE14-YY PIC XXXX. Y2000C
Y2000+ 05 FILLER REDEFINES DATE14-YY. Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
Z disposition
03 DATE14.
Y2000+*+** CGA/ARC A263: CENTURY DATE14-CC MOVEED/REMOVED Y2000+
05 DATE14-CC 21C XX. Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY Pic XX. Y2000+
05 DATE14-YY PIC XXXX. Y2000C
Y2000+ 05 FILLER REDEFINES DATE14-YY. Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
</TABLE>
This is necessary to support the use of the year as a single numeric field
for comparisons and calculations. Of course, any manipulation of the
century field will be flagged for manual review, since such logic is likely
outdated.
NOTE: This also applies to an interpretation solution. The year must be
expanded since there is a "de facto" expansion already in the program.
MOVES BETWEEN SUPPRESSED (INTERPRETED) AND EXPANDED FIELDS
A MOVE between a suppressed and expanded (or vice versa) field will
generate a call to a conversion routine that will insert or remove the
century. For example:
*+** CGA/ARC: DATE FORMAT CONVERSION - 'SX'
*+ MOVE CARD-DATE TO IW-CURRENT-DATE
MOVE CARD-DATE TO CGACVT-SUP1
MOVE 5 TO CGACVT-POS1
CALL CGACVT USING CGACVT-EXPAND CGACVT-AREA
MOVE CGACVT-EXF1 TO IW-CURRENT-DATE.
In the case of moving from an expanded field to a suppressed (interpreted)
field, a COBOL move may be sufficient to remove the century by truncation.
In this case, no CALL is required:
*+** CGA/ARC: DATE CONV BY TRUNCATION - 'XS'
MOVE WS-DATE TO REPORT-DATE
ARCDRIVE also supports conversions between expanded or suppressed dates
with those of a single-digit century.
<PAGE>
If CALLs are required, a COPY CGACVTWS statement will be added at the end
of WORKING-STOPAGE to define any work fields.
COMPARISONS OR CALCULATIONS INVOLVING SUPPRESSED (INTERPRETED) FIELDS
When suppressed fields are involved in a comparison or calculation, they
will first be expanded to temporary variables. The temporary variables will
be used in the comparison or calculation. For example:
*+** CGA/ARC: EXPRESSION EXPANDED
*+ IF TEST-YY1 > TEST-YY2
MOVE 0 TO CGACVT-POS1
MOVE TEST-YY1 TO CGACVT-SUP1
MOVE 0 TO CGACVT-POS2
MOVE TEST-YY2 CGACVT-SUP2
CALL CGACVT USING CGACVT-EXPAND) CGACVT-AREA
IF CGACVT-EXP1 > CGACVT-EXP2
This logic is essential to properly compare or calculate suppressed fields.
REFERENCES TO SYSTEM DATE
References in COBOL programs to the system date will be replaced by CALLs
to a support routine that returns the system date in the same format,
including the century. The calls are:
ACCEPT FROM DAY CALL CGADATE USING CGA-ADAY-d xxx
ACCEPT FROM DATE CALL CGADATE USINC CGA-ADATE-d xxx
MOVE CURRENT-DATE CALL CGADATE USING CGA-CDATE-d xxx
Where "xxx" is the receiving variable and "d" is the receiving disposition
('S', 'X', or 'C'). These routines can also be adjusted to simulate an
advanced system date without any special modification to the operating
system. This is very useful in testing.
EXPANSION (ALIGNMENT) OF GROUP FIELDS AND INTERMEDIATE AREAS
When it is determined that a group field must be enlarged due to expanded
fields, any field that the group is moved to or from will also be
expanded. This is called "alignment".
If the group field is a redefinition of another area, the new area size
will be the maximum of the two. If necessary, the redefined area may also
be padded. If the lengths of the two redefined areas were the same before
expansion, padding will be added to make the new lengths equal.
CORRECTION OF RECORD CONTAINS CLAUSE
If a file record has been expanded, the size of the new record in the
RECORD CONTAINS clause is adjusted.
<PAGE>
APPENDIX 3: PROGRAM COMPLEXITY LEVELS
The Complexity Level reflects the expected level of effort required to
Renovate, Validate, and Implement a program. Complexity is based on the
following criteria:
<TABLE>
<CAPTION>
HIGH MEDIUM LOW
MEETS ONE OR MORE MEETS ONE OR MORE
-------------------------------------------------------
<S> <C> <C>
>4,000 1,001-4,000 =1,000
>35 3-35 =2
>7 3-7 =2
>5 2-5 =1
-------------------------------------------------------
</TABLE>
<PAGE>
APPENDIX 4: KEY TERMS AND PHRASES
ARC - Application Renovation Center - A factory for high productivity, high
quality scanning and renovation of SMARTscan programs.
CODE CHANGE STANDARDS - The standards used by the ARC to make the Year 2000
coding modifications in the COBOL program and copybooks.
RENOVATION SPECIFICATION - A deliverable that forms the basis for all code
renovation activities. It allows the DC Government to influence the
specifics of code renovation. The Renovation Specification consists of
three parts: the renovation complexities (such as dates in key fields) and
the implementation options selected to resolve each; the confirmed DataMap,
which details the type and disposition for each date field in each record
layout; and the expected renovation results.
COMPLEXITY - An environmental situation at the DC Government that cannot
be positively discovered solely through clues available in program code.
Knowledge and/or analysis by subject matter experts before code renovation
allows for the proactive selection of a consistent implementation choice.
For instance, a date in a data file key field may require that the field be
expanded, or the use of a date field for logic switches such as 99/12/31
may mean this record never expires.
DATAMAP - A repository of field information for each file and
program-to-program interface (parameters) that is used as the basis for
renovation. It highlight's the detected date fields, their type and
disposition for the change of the century. This information is provided in
an electronic and printed form. It can be very useful for identifying
testing requirements as well as the basis or standard for renovation. The
information contained in the DataMap must be used to renovate all
components consistently (i.e., programs - all languages, copybooks, JCL,
etc.)
PIR - (Project Impact Report) A Titan form used to record events that
impact project targets, or which impact the project team's ability to
achieve those targets. To document client approval of time, budget, and
schedule changes associated with the impact.
PROGRAM - Any separately compilable entity
UDM (Univergal Data Migrator) - A tool used to advance dates for testing,
bridge files in production, audit date field formats.
ARCDRIVE - A proprietary, rules-based artificial intelligence technology
that detects and modifies problem dates consistently
SMARTSCAN - refers to the MVS OS/VS COBOL and MVS VS COBOL II source code
renovated by the ARCDRIVE tool
<PAGE>
APPENDIX 5: OPTIONAL SERVICES
The DC Government may want to consider adding several optional services as
an integral part of this Renovation project. The popular service packages
are identified below. They enhance the value that Titan can add to the
performance of the overall project. The package information below
includes the package title followed by the major elements or efforts
included in that package. Additional information is available to further
describe each of these services.
1. Extraction Support Package
- Resolve Inventory Versions
- Compile Programs
- Extract Source
2. Advanced Renovation Package
- Establish Electronic Link to ARC
- Perform Extended Renovations: JCL, Sorts
3. Additional Language Support Package
- Perform ARCDRIVE-assisted Renovations
- PL/1 - Focus
- Easytrieve - Natural
- Telon
- Perform Manual Renovations
- Assembler - RPG
- etc.
1. Universal Data Migrator-SM-(UDM-SM-) Package
- Generate DataMap Extracts
- Perform UDM Use Training on How to:
- Establish Bridges
- Expand Baseline
- Advance Baseline
- Convert Production Data
- Install Bridges
- Audit Date Formats
- Provide UDM Assistance
2. Testing Methodology Package
- Testing Methodology Process
- Testing Process Training
- Validate Phase Training
- Baseline Training
- Outline 20XX Acceptance Process
- Testing Environment Set-up Training
3. Extended Testing Support Package
- Establish Testing Environment
- Compile and Run Baseline
- Identify and Develop Solutions to Testing and Implementation
Complexities
- Provide 19XX Testing Assistance
- Provide 20XX Testing Assistance
4. Project Management Assistance Package
- Planning and Scheduling Assistance
- Identify and Develop Solutions to Testing and Implementation
Complexities
- Assist with Managing Project Team
- Assist in Maintaining Schedule and Scope Control
<PAGE>
- Orient Project Team to Year 2000 Project Processes
5. Resynchronization Package
- Perform Configuration Management including Resynchronization
1. Full Service Package
- Includes all above services, plus provide POST-TESTING Warranty
(beyond renovation receipt)
<PAGE>
[LOGO]
October 7, 1999
Office of the Chief Technology Officer
Room 930S
441 4th Street, NW
Washington, DC 20001
Attention: Vivek Kumar
Contracting Officer
Subject: AMENDMENT NO. 1 TO STATEMENT OF WORK BP03-002 PIN NO.
TOOC9122720 ASSESSMENT, REMEDIATION OF Y2K APPLICATION
Dear Mr. Kumar:
Titan Corporation ("Titan") and District of Columbia Government ("DC
Government") enter into this Anendment No. 1 ("Amendment") effective as
of the 8th day of October 1999.
WHEREAS, Titan and the DC Government entered into a certain document
entitled "Purchase Notification No. P/N No. TCOOC9122720" dated as of 10
February 1999 (the "Agreement"),
WHEREAS, Titan and the DC Government entered into, among other Statements
of Work, Statement of Work BP03-002 for Pre-test Scan Smart Walk-Through
dated 28 July 1999 ("SOW BP03-002"),
WHEREAS, Titan and the DC Government desire to amend the SOW BP03-002 as
set forth herein,
NOW, THEREFORE, in consideration of the foregoing premises as well as the
mutual obligations herein made and undertaken, the parties, intending to
be legally bound, hereby covenant and agree as follows:
1. Add the following language to SOW BP03-002 under the "Scope of Work"
section: "Assembler source for which total lines of code is currently
undetermined is priced at a cost of [...***...] per line of code. In
addition, the parties understand and acknowledge that "Exhibit
B-Software License" attached to SOW BP03-002, is not applicable to
this Assembler source code. Moreover, such Assembler source code is
not subject to the previously agreed to "Exhibit A Pre-test Scanning"
representation and warranty. The only warranty language to govern the
assembler source code is attached to this Amendment as Exhibit A
entitled "Assembler QUICKCHECK."
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
2. All terms and conditions of the Agreement and SOW BPO3-002 remain in
full force and effect unless explicitly modified by this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their respective duly authorized representatives to be effective as of the date
set forth above.
Please indicate your acceptance of this Amendment by signing both copies of this
Amendment and returning one fully executed original to the undersigned.
Very truly yours,
TITAN SOFTWARE SYSTEMS CORPORATION
By: /s/ Peggy A. Owens
-----------------------------
Peggy A. Owens
Business Manager
Agreed and Accepted:
OFFICE OF THE CHIEF TECHNOLOGY
OFFICER
By: /s/ Vivek Kumar
---------------------------------
Vivek Kumar, Contracting Officer
By: /s/ Suzanne Peck
----------------------------------
Suzanne Peck, Chief Technology Officer
<PAGE>
EXHIBIT A TO STATEMENT OF WORK BP03-002
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
ASSEMBLER QUICKCHECK-TM-
In connection with Year 2000 QUICKCHECK SERVICES provided pursuant to the
Statement of Work, Titan Software Systems Corporation ("Titan") represents
and warrants that Titan will scan all data which the District of Columbia
Government ("Client") sends to Titan (which has been extracted in
accordance with the Extraction Guide) and that Titan will provide a Smart
Analysis Report based on this source data which will substantially conform
to the extract requirement.
In the event of a breach of the foregoing warranty, Client's sole remedy
shall be for Titan to perform again the services in respect of which the
foregoing bas been breached to bring them into compliance with such
warranty. Any claim for breach of the foregoing warranty must be made by
written notice to Titan within 90 days of Client's receipt of the Smart
Analysis Report from Titan or said claim shall be waived.
CLIENT RECOGNIZES THAT THE SERVICES PROVIDED HEREUNDER ARE DEPENDENT UPON
THE INFORMATION SUPPLIED BY CLIENT TO TITAN WITH REGARD TO CLIENT'S CODE.
IN LIGHT OF THIS, TITAN PROVIDES THE WARRANTY SET FORTH ABOVE. WITHOUT
LIMITING THE FOREGOING, CLIENT RECOGNIZES THAT TITAN SPECIFICALLY DOES NOT
WARRANT THAT, IN PERFORMING THESE SERVICES, TITAN WILL IDENTIFY ALL CLIENT
CODE WHICH MAY NOT PROPERLY HANDLE DATES DURING AND AFTER THE YEAR 2000.
THE PARTIES RECOGNIZE AND AGREE THAT THOSE SERVICES DO NOT CONSTITUTE A
RESPONSIBILITY PROJECT AND TITAN DOES NOT WARRANT ANY PARTICULAR OUTCOME;
CLIENT SHALL REMAIN SOLELY RESPONSIBLE FOR THE RESULTS ACHIEVED IN SUCH
EFFORT. IN PARTICULAR, THE PARTIES RECOGNIZE AND AGREE THAT TITAN DOES NOT
WARRANT THAT THE VALIDATION OF CLIENT'S CODE WILL BE COMPLETE OR MEET ANY
PARTICULAR SERVICES LEVEL OR QUALITY.
EXCEPT AS SET FORTH IN THE PRECEDING PARAGRAPHS IN THIS
EXHIBIT A AND IN SECTION 3.2 OF THE AGREEMENT, TITAN EXPRESSLY
DISCLAIMS ANY AND ALL OTHER WARRANTIES.
TITAN SOFTWARE SYSTEMS OFFICE OF THE CHIEF TECHNOLOGY
CORPORATION OFFICER
GOVERNMENT OF THE DISTRICT OF
COLUMBIA
By: /s/ Peggy A. Owens By: /s/ Vivek Kumar
- ------------------------------- ------------------------------
Name: Peggy A. Owens Name: Vivek Kumar
Title: Business Manager Title: Contracting Officer
Date: 7 October 99 Date: 10/12/99
<PAGE>
Exhibit 10.18
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Section 200.80(b)(4),
200.83 and 230.406
[TITAN LOGO]
SUBCONTRACT AGREEMENT
TSS-006-G060-99, ITD 57
This Agreement is entered into as of 23 March 1999 between, Cap Gemini
America LLC ("Subcontractor") with its principal place of business at 1114
Avenue of the Americas, 29th Floor, New York, New York 10036 and Titan
Software Systems Corporation ("Prime Contractor"), with its principal place
of business at 1900 Campus Commons Drive, Suite 660, Reston, VA 20191.
WHEREAS, Prime Contractor has entered into an Agreement to provide
Assessment, Remediation and Testing of Year 2000 Applications for the
Government of the District of Columbia, Office of Chief Technology (herein
referred to as "Client") as is identified in the Statement of Work, and
WHEREAS, Prime Contractor wishes to engage Subcontractor as an
independent subcontractor to perform select services on behalf of Prime
Contractor for the Client; and
WHEREAS, Subcontractor wishes to perform such services as an independent
subcontractor to Prime Contractor,
THEREFORE, in consideration of the mutual promises contained herein,
Prime Contractor and Subcontractor agree as follows:
ARTICLE 1 - SERVICES TO BE PERFORMED
1.1 Prime Contractor hereby retains Subcontractor to perform
information technology services for Prime Contractor or its Client as set
forth in the Statement of Work attached hereto and any Statement of Work that
may be signed by both parties at any time in the future prior to the
termination of this Agreement, utilizing the Subcontractor Consultant(s)
specified in such Statement of Work. Subcontractor may not subcontract the
services it is to perform pursuant to this Agreement without prior approval
of the Prime Contractor.
1.2 The information technology services, as set forth in this
Agreement shall be performed during the period 23 March 1999 through 30
November 1999. Any extensions hereto shall be agreed to, in writing, by both
parties.
ARTICLE 2 - COMPENSATION TO SUBCONTRACTOR
2.1 In consideration for the software services rendered by
Subcontractor hereunder, Prime Contractor shall pay to
Subcontractor the rates set forth below:
2.1.1 Renovate and test IBM/MVS based on COBOL, Easytrieve, Focus
and MicroFocus COBOL programs at [...***...] per line of code.
2.1.2 Test Only IBM/MVS Mainframe based COBOL, Easytrieve, Focus
and MicroFocus COBOL programs at [...***...] per line of code.
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
SUBCONTRACT NO. TSS-006-G060-99
TITAN/CAP GEMINI
2.1.3 The subcontract value is for a fixed price
amount of [...***...]. In the event that Prime Contractor
requires additional work from Subcontractor, the parties
shall handle through the bilateral execution of additional
Task Orders (as defined below). A Task Order is a specific
assignment for Subcontractor to provide Prime Contractor
work under a general Statement of Work.
2.2 Prime Contractor will pay fees to Subcontractor in accordance with
the milestone payment schedule set forth in Appendix 4 of the Statement of
Work. Appendix 4 will be included in a modification to the subcontract upon
Client approval. Prime Contractor shall pay Subcontractor net 5 working days
from receipt of payment from Client. Subcontractor shall provide Line of Code
statistics for billing and tracking purposes.
2.3 It is agreed that all expenses related to travel and temporary
living shall be the sole responsibility of the Subcontractor and is included
in the prices as set forth below.
2.4 Subcontractor shall maintain complete and accurate accounting
records to support and document all charges. Such records shall be retained
for a period of at least three (3) years following completion of the
services. Prime Contractor (or an accounting organization retained by Prime
Contractor) shall have access to such records, upon reasonable notice for
purposes of audit during normal business hours, for so long as such records
are required to be maintained.
ARTICLE 3 - PERFORMANCE AT WORK
3.1 Subcontractor warrants that its Consultant shall perform the
Services pursuant to the instruction of Prime Contractor. In the event of a
breach of the foregoing warranty, CGA shall perform again the Services in
respect of which the warranty has been breached to bring them into compliance
with such warranty. Subcontractor Consultant shall follow Client's policies,
if any, of which Subcontractor is given advance written notice, in order to
avoid being disruptive of Client's personnel, systems, procedures and working
environment. Any claim for breach of the warranty in this Section 3.1 must be
made by notice to Subcontractor within two weeks of completion of the
Services in respect of which the claim is made or said claim shall be deemed
waived.
3.2 The representations and warranties relating to Year 2000 services
are set forth in Exhibit A to the applicable Statement of Work and shall
govern with respect to services performed in connection with such Statement
of Work.
3.3 EXCEPT AS PROVIDED IN THIS ARTICLE 3 AND EXHIBIT A TO THE
APPLICABLE STATEMENT OF WORK, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND
GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR
WRITTEN STATEMENTS OF SUBCONTRACTOR, ITS AGENTS OR SUBCONTRACTORS OR
OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY SUPERSEDED, EXCLUDED AND
DISCLAIMED. WITHOUT LIMITING THE FOREGOING, SUBCONTRACTOR EXPRESSLY
DISCLAIMS ANY WARRANTY OR LIABILITY WITH RESPECT TO THE DESIGN OF OR LATENT
DEFECTS OR WITH RESPECT TO THE YEAR 2000 CONTAINED IN THE SERVICES PERFORMED
*CONFIDENTIAL TREATMENT REQUESTED
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SUBCONTRACT NO. TSS-006-G060-99
TITAN/CAP GEMINI
HEREUNDER. Prime Contractor acknowledges that it is a sophisticated party to
this Agreement and recognizes and agrees that this Article 3 and Exhibit A to
the applicable Statement of Work are an integral part of Subcontractor's
pricing and an important factor in its willingness to perform Services
hereunder.
3.4 Prime Contractor will advise Subcontractor of any clauses or
provisions in any Client contract between Prime Contractor and Client which
are additional to or different from those herein and applicable to the
services hereunder. Such clauses and provisions shall be included in the
applicable Statement of Work. Subcontractor's exception to such clauses or
provisions must be evidenced by specific written objection prior to
acceptance of the Statement of Work.
ARTICLE 4 - CONFIDENTIAL INFORMATION
4.1 Each party warrants that it will not disclose to the other or
attempt to induce the other to use any confidential information to which that
party is not entitled. Each party acknowledges that, by the very nature of
the services performed by Subcontractor hereunder, the parties shall become
aware of each other's trade secrets and confidential information, as well as
trade secrets and confidential information of the Client. Each party agrees
that all such information shall be used by the other only to accomplish the
engagement and for no other purpose. The obligations of this Article 4 shall
apply for a period of three years from the date of disclosure of the
information at issue.
4.2 Each party agrees that it shall instruct its personnel in no
manner to reveal or disseminate such information to any third party. Each
party agrees that such trade secrets and confidential information shall
include all past, present and/or future plans, provisions, designs, forms,
formats, procedures, tools, techniques, methods and other information
relating to the technology, technical data, products, patents, copyrights,
research and development programs, legal and marketing data and other
technical and business information of the other party or of the Client and
any other information designated in writing as confidential. Each party shall
return all the confidential information of the other upon the earlier of (i)
demand by the owner of the information, or (ii) the termination or expiration
of the performance of services hereunder.
4.3 The terms of this Article 4 shall not apply to information that is
(1) publicly available or becomes so in the future without restriction, (2)
rightfully received by the receiving party from third parties and not
accompanied by private obligations, (3) already in receiving party's
possession and lawfully received from sources other than the disclosing
party, (4) independently developed by receiving party, (5) approved for
release or disclosure without restriction by the disclosing party's
authorized representative in writing or (6) legally required to be disclosed,
provided that the owner of the information is given prompt notice in order to
seek a protective order.
ARTICLE 5 - WORK SUBJECT TO PRIME CONTRACTOR OWNERSHIP
5.1 All materials, ideas, concepts, knowledge and techniques first
developed during the performance of this Agreement in whole or in substantial
part by Subcontractor or its employees shall belong to Prime Contractor or
its designee, upon payment of all applicable invoices. Prime
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SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
Contractor or its designee shall own all Deliverables and all U.S. and
international copyrights therein except to the extent the Deliverables consist
of preexisting works, identified as such in a Statement of Work. Unless
otherwise provided in a Statement of Work, all materials created in the course
of performance of the services by or on behalf of Prime Contractor and used or
incorporated in the preparation of a Deliverable shall be considered work made
for hire owned by Prime Contractor or its designee. If any such works may not,
by operation of law, be considered work made for hire (or if ownership of all
right, title and interest of the copyrights therein shall not otherwise vest
exclusively in Prime Contractor), Subcontractor agrees (upon payment of all
applicable invoices) to assign, and hereby assigns, without further
consideration, the ownership of all U.S. and international copyrights,
registrations, and any other protection available in the foregoing.
5.2 Upon payment of all applicable invoices, Subcontractor agrees to and
hereby assigns to Prime Contractor, or its designees, royalties with all United
States and foreign patent rights in and with respect thereto, and Subcontractor
agrees, upon demand to execute or cause to be executed all appropriate patent
applications securing United States and foreign patents all such inventions,
improvements, or discoveries, and to do, execute and deliver any and all acts
and instruments of assignments that may be necessary or proper to vest all such
inventions, improvements or discoveries and patents thereon (both United States
and foreign) in Prime Contractor or its nominee or designee, and to enable Prime
Contractor or its designee to obtain all such letters patent, and that
Subcontractor will render to Prime Contractor or its designee all such
assistance as may be required in the preparation and prosecution or defense of
all interferences which may be declared involving any of said patent
applications or patents, but the expenses of all such assignments and patent
applications, and all other proceedings referred to shall be borne by Prime
Contractor.
ARTICLE 6 - TERM AND TERMINATION
6.1 This Agreement shall be effective as of date first set forth above.
6.2 The term of any Statement of Work shall be set forth therein and in no
event shall it exceed the termination and/or expiration of the services to be
performed for Client.
6.3 This Agreement or Statement of Work may be terminated by either party,
without notice, immediately upon the occurrence of any of the following events:
i) the other party's material breach of any of its material
obligations hereunder and failure to remedy such breach (if
remediable) within a term of ten (10) calendar days from the date
of written notice of the breach from the party exercising its
rights to terminate;
ii) any assignment by the other party for the benefit of its
creditors, the inability of the other party to pay its debts as
they fall due, the appointment of a receiver for or any execution
levied upon all or substantially all of the other party's
business or assets, or the filing of any petition for voluntary
or
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SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
involuntary bankruptcy or similar proceeding by or against the
other party; or
iii) the other party's dissolution or liquidation.
6.4 This Agreement may be terminated by either party at any time for
any reason upon sixty (60) days' notice. Any individual Statement of Work
under this Agreement may be terminated by either party at any time for any
reason, in whole or in part, upon thirty (30) days' notice.
6.5 The provisions of this Agreement shall survive the expiration or
termination of this Agreement to the extent necessary to give effect to the
intent and understanding of the parties.
ARTICLE 7 - HIRING OF EACH OTHER'S EMPLOYEES
7.1 During the term of this Agreement and for 12 months thereafter,
Prime Contractor and Subcontractor agree that neither shall, directly or
indirectly, employ or offer employment to (or utilize as an independent
contractor), any Prime Contractor employee or Subcontractor Consultant, as
the case may be, who performed services in the preceding 12 months. Such
prohibition shall only be effective during the 12 months following the
termination of any such employee's employment with Prime Contractor or
Subcontractor, as the case may be.
7.2 During the term of this Agreement and for 12 months thereafter,
Subcontractor shall not directly or indirectly, employ or offer employment to
(or utilize as an independent contractor) any employee or former employee of
Client of whom Subcontractor became aware in connection with performing its
services hereunder. Such prohibition shall only be effective during the 12
months following the termination of any such employee's employment with
Client.
ARTICLE 8 - INDEMNIFICATION
8.1 Subcontractor agrees that it is an independent contractor acting on
its own account. Subcontractor agrees that neither its Consultant or any of
its personnel is an employee of Prime Contractor or its Client, or is
entitled to any benefits provided or rights guaranteed by Prime Contractor or
its Client, or by operation of law, to their respective employees, including
but not limited to group insurance, liability insurance, disability
insurance, paid vacation, sick leave or other leave, retirement plans, health
plans, premium "overtime" pay, and the like. It is understood and agreed that
Prime Contractor will make no deductions for fees paid to Subcontractor for
any federal or state taxes of FICA, FUTA, SDI, SUI. Subcontractor agrees that
it is its responsibility to make required FICA, FUTA, SDI, SUI, Income tax
withholdings or other payments related to its Consultant and provide Worker's
compensation coverage or to make premium overtime payments.
8.2 Subcontractor shall indemnify and hold Prime Contractor and its
Client harmless for any claims relating to Worker's Compensation,
"over-time", tax liability, or working visa status with respect to
Subcontractor Consultants.
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SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
8.3 Notwithstanding any contrary terms in any contract document, if
Prime Contractor requests Subcontractor to perform work on software, Prime
Contractor represents and warrants that it has the right to do so and agrees
to protect, defend, hold harmless and indemnify Subcontractor from and
against any and all claims, damages, liabilities, losses and expenses
(including reasonable attorney's fees) asserted by a third party (including,
without limitation, a licensor of that software) based on or arising out of
alleged or actual infringement by Subcontractor of that third party's rights,
but only to the extent that Subcontractor's work on that software was within
the scope of a Statement of Work and this Agreement.
ARTICLE 9 - INSURANCE
Subcontractor shall maintain commercial general liability insurance on
an occurrence basis for claims for damages because of bodily injury
(inclusive of death) and property damages caused by, or arising out of, acts
or omissions of its employees, with Prime Contractor named as an additional
insured. The minimum limits of such insurance shall be one million dollars
($1,000,000) per occurrence, one million dollars ($1,000,000) products and
completed operations aggregate and one million dollars ($1,000,000) general
aggregate. Subcontractor shall maintain Worker's Compensation and Employers'
Liability and insurance which shall fully comply with the statutory
requirements of all state laws as well as federal laws which may be
applicable. Employers' Liability limit shall be $500,000 per accident for
Bodily Injury and $500,000 per employee/aggregate for disease. Subcontractor
shall maintain Business Automobile Liability Insurance covering all owned,
hired and non-owned vehicles and equipment used by Subcontractor with a
minimum combined single limit of liability of $1,000,000 for injury and/or
death and/or property damage, with Prime Contractor named as an additional
insured. A Certificate of such insurance shall be furnished to Prime
Contractor promptly upon its request at any time after this Agreement becomes
effective and until this Agreement and all Statements of Work issued
hereunder have terminated. Subcontractor shall attach to the Certificate a
copy of the binder that names Prime Contractor as an additional insured or a
copy of the endorsement to the policies. In no event shall the insurance be
canceled, or allowed to expire without renewal on similarly conforming terms,
during such period without 30 days' prior written notice to Prime Contractor
by Subcontractor or Subcontractor Insurer. Subcontractor shall also maintain
Fidelity Bond coverage for the dishonest acts of its employees in a minimum
amount of $1,000,000. Prime Contractor shall be named as "Loss Payee, As Its
Interest May Appear" on this Fidelity Bond. All insurance policies required
under this Article 10 shall be issued by an insurance company rated at least
A by the A.M BEST GUIDE.
ARTICLE 10 -LIABILITY; CLOSURE
10.1 In no event shall Subcontractor be liable, even if informed of their
possibility, for any special, indirect, consequential, or punitive damages,
foreseeable or unforeseeable, regardless of the form of action. Subcontractor's
liability for damages, regardless of the form of action, shall in any event be
limited to the aggregate amount paid by Prime Contractor to Subcontractor for
the services performed by Subcontractor in respect of the relevant Statement of
Work.
10.2 Subcontractor's liability hereunder to Prime Contractor in respect of
any loss or damage incurred by Client shall be reduced by any amount paid by
Subcontractor to Client with
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SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
Prime Contractor's prior written consent where such payment is made in respect
of such loss or damage.
10.3 Prime Contractor acknowledges and agrees that the conversion of
software is accompanied by a risk of loss of data and agrees therefore to assume
all responsibility for the back up of its own data. Prime Contractor agrees that
Subcontractor shall not assume any risk of loss of Prime Contractor's data in
any way, whether related to or resulting from the software conversion
contemplated by the parties or any other handling of Prime Contractor's data or
otherwise. Prime Contractor hereby releases Subcontractor from any liability for
loss of Prime Contractor's data from any and all causes.
10.4 No action, regardless of form, arising out of any Services may be
brought by either party more than six months after the cause of action has
occurred, except that an action of nonpayment for Services may be brought within
two years after the date of last payment or date of last Services performed,
whichever shall occur later.
ARTICLE 11 - GENERAL PROVISIONS
11.1 This Agreement is a services agreement and the performance of any
obligation hereunder may not be assigned, delegated or otherwise transferred by
either party, provided that Prime Contractor may transfer this Agreement to any
direct or indirect subsidiary of Cap Gemini, S.A.
11.2 Client shall be a third party beneficiary to this Agreement with
respect to the enforcement of Subcontractor's obligations under Article 4,
Section 7.2 and, where Client is Prime Contractor's designee, under Article 5.
11.3 If any provision of this Agreement is found by any court of
competent jurisdiction to be invalid or unenforceable, the invalidity of such
provision shall not affect the other provisions of this Agreement, and all
provisions not affected by such invalidity shall remain in full force and
effect.
11.4 The waiver by either party of a breach or default in any of the
provisions of this Agreement by the other party shall not be construed as a
waiver of any succeeding breach of the same or other provisions; nor shall
any delay or omission on the part of either party to exercise or avail itself
of any right, power or privilege that it has or may have hereunder operate as
a waiver of any breach or default by the other party.
11.5 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements
between the parties, whether written or oral, relating to the same subject
matter. No modification, amendments or supplements to this Agreement shall be
effective for any purpose unless in writing, signed by each party.
11.6 Subcontractor, in compliance with its affirmative action programs,
has agreed to include the following provisions in all agreements with its
clients:
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SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
(a) Unless this Agreement is exempted by Rules and Regulations of
the Secretary of Labor issued pursuant to Section 204 of
Executive Order 11246, there is incorporated herein by
reference paragraphs (1) through (7) of the contract clause
set forth in Section 202 of Executive Order 11246.
(b) Unless this Agreement is exempted by Rules and Regulations of
the Secretary of Labor issued pursuant to Section 3 of
Executive Order 11758, there is incorporated herein by
reference Sections A through F (of the contract clause) set
forth in 41 CFR 60-741.4 in compliance with Section 503 of the
Rehabilitation Act of, 1973.
(c) Unless this Agreement is exempted by Rules and Regulations of
the Secretary of Labor issued in 41 CFR 60-250, there is
incorporated herein by reference Sections A through M of the
contract clause set forth in 41 CFR 60-250.4 in compliance
with Section 2012 of the Vietnam Era Veterans Readjustment
Assistance Act of 1974.
11.7 Subcontractor, in compliance with Client's Local Small Disadvantaged
Business Enterprise (LSDBE) Program, agrees to comply with the goal of 35% LSDBE
participation.
ARTICLE 12 - ENFORCEMENT OF AGREEMENT
12.1 This Agreement and any disputes arising out of or in connection with
this Agreement, shall be governed by and construed in accordance with the laws
of the State of California excluding its rules governing conflicts of laws. The
Federal and State courts within the State of California shall have exclusive
jurisdiction to adjudicate any disputes arising out of or in connection with
this Agreement.
ARTICLE 13 - DELIVERY AND ACCEPTANCE
13.1. DELIVERY GENERALLY. Subcontractor shall furnish to Prime Contractor
the Deliverables, if any, described in the relevant Statement of Work in
accordance with the terms of that Statement of Work in all material respects.
13.2. EVALUATION AND ACCEPTANCE. Prime Contractor shall have the right
to evaluate and test each Deliverable in accordance with the Applicable
Acceptance criteria. Within five business days of delivery (or such shorter
period as may be specified in the relevant Statement of Work), Prime
Contractor shall give Subcontractor written notice (an "EVALUATION NOTICE")
of Prime Contractor's Acceptance or rejection of the Deliverables in
accordance with those Acceptance Criteria. Prime Contractor's failure to
provide that Evaluation Notice within that time period shall be deemed to
constitute Acceptance. In addition, notwithstanding anything to the contrary
in the contract documents, operational use of the Deliverable by Prime
Contractor shall be deemed to constitute Acceptance. In the case of any
rejection, the Evaluation Notice shall state with specificity the reasons for
Prime Contractor's determination. Once accepted, Prime Contractor may not
thereafter reject any interim Deliverable, provided that Acceptance of a
composite Deliverable may be conditioned upon the appropriate integration and
operation of such previously accepted
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SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
interim Deliverable into such composite Deliverable. With regard to Year 2000
services, Prime Contractor specifically acknowledges and agrees, however, that
the DataMap is NOT such an interim Deliverable, and once Prime Contractor gives
Subcontractor written notice of Prime Contractor's Acceptance of a DataMap,
Prime Contractor may not thereafter reject that DataMap under any circumstances,
13.3. CORRECTION OF ERRORS; CONSEQUENCES OF FAILURE. Subcontractor shall
correct any actual Errors reasonably preventing final Acceptance that are
contained in that Evaluation Notice, or obtain Prime Contractor's agreement on a
plan to correct such Errors within a reasonable period of time after receipt of
that Evaluation Notice. When Subcontractor has corrected the Errors, Prime
Contractor will re-evaluate the portions of the Deliverable that contained the
Errors and will decide whether to accept the corrections. Prime Contractor shall
do this in the manner described in Section 13.2 (EVALUATION AND ACCEPTANCE)
above, again using the Acceptance Criteria for that Deliverable. This process
will continue until the Deliverable is Accepted. Subcontractor's failure to so
correct those Errors or to obtain Prime Contractor's agreement on such a plan
shall be grounds for termination by Prime Contractor of the Statement of Work or
this Agreement in accordance with Article 6 (TERMINATION FOR CAUSE) above unless
those Errors were caused in any respect by the failure of Prime Contractor to
fulfill any of its obligations under the contract documents (including its
failure to fulfill any applicable Assumptions). Prime Contractor shall not be
permitted to reject any Deliverable upon any grounds not specifically stated in
the Evaluation Notice.
ARTICLE 14 - SUBCONTRACTOR'S OWNERSHIP OF PROPRIETARY METHODOLOGIES, RIGHT TO
USE CONCEPTS, ETC.
14.1. SUBCONTRACTOR'S OWNERSHIP OF PROPRIETARY METHODOLOGIES, RIGHT TO
USE CONCEPTS, ETC. Prime Contractor acknowledges that Subcontractor, in the
normal conduct of its business, may use concepts or modifications of concepts
developed while serving other customers. Prime Contractor acknowledges the
benefit which may accrue to Prime Contractor, and Prime Contractor expressly
and irrevocably permits Subcontractor to continue in perpetuity, and without
payment of a royalty, this practice of using concepts developed while serving
Prime Contractor and modifications of such concepts. The terms of this
Section do not, however, affect the obligations of the Parties under Article
4 (CONFIDENTIALITY) above. Prime Contractor further acknowledges and agrees
that Subcontractor has proprietary methodologies, techniques and tools which
are valuable assets of Subcontractor and which (together with all
enhancements and modifications) shall remain the sole and exclusive property
of Subcontractor. Nothing in this Agreement shall grant to or confer upon
Prime Contractor expressly or by implication any rights or license to such
methodologies, techniques or tools, except for the express grant of rights
under Section 14.2 (LICENSE TO USE CERTAIN SOFTWARE IN CERTAIN EVENTS) below.
14.2. LICENSE TO USE CERTAIN SOFTWARE IN CERTAIN EVENTS. To the extent
expressly set forth in Exhibit B (if such is provided) to the relevant
Statement of Work, CGA grants to Prime Contractor such license rights to
Subcontractor routines and/or tools as are set forth therein. Nothing herein
shall be construed to require Subcontractor to grant any such license to the
extent not otherwise expressly provided for in the applicable Exhibit B (if
any) to such Statement of Work.
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SUBCONTRACT NO, TSS-006-GO60-99
TITAN/CAP GEMINI
ARTICLE 15 - HANDLING INCONSISTENCIES BETWEEN THIS AGREEMENT AND STATEMENTS OF
WORK/ATTACHMENTS.
If there is an inconsistency between the terms of this Agreement and the
terms of a Statement of Work or Attachment (as set forth in Article 18 below),
the terms of this Agreement control over the terms of that Statement of Work or
Attachment(s).
ARTICLE 16 - NOTICES.
Any notices required or permitted under the contract documents shall be in
writing and deemed given as indicated when delivered (unless the applicable
contract document requires otherwise) by any of the following methods: within
three business days after being sent certified U.S. mail, return receipt
requested, postage prepaid; upon receipt when sent by hand delivery; or within
one business day after being sent by reputable overnight courier, charges
prepaid. Notices shall be sent to the following addresses and to the attention
of the following individuals (or to such other addresses or to the attention of
such other individuals as a party may specify in such a notice to the other
party):
In the case of Subcontractor:
Cap Gemini America LLC
111 Wood Avenue South
Iselin, NJ 08830
Attention: Jim Woodward
Telephone: 732-906-0400
Facsimile: 732-906-0969
with a required copy to:
Cap Gemini America LLC
1114 Avenue of the Americas
New York, NY 10036-7792
Attention: Office of General Counsel
Telephone: 212-944-6464
Facsimile: 212-944-8624
In the case of Prime Contractor:
The Titan Corporation
1900 Campus Commons Drive
Reston, VA 20191
Attention: Michael Walker
Telephone: (703)758-6509
Facsimile: (703)758-6542
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TITAN/CAP GEMINI
with a required copy to
Titan Software Systems Corporation
1900 Campus Commons Drive
Reston, VA 20191
Attention: Peggy A. Owens
Telephone: (703)785-5637
Facsimile: (703)758-6542
ARTICLE 17 - DEFINITIONS.
The following capitalized terms shall have the following meanings in this
Agreement:
"ACCEPTANCE" shall mean, with respect to each Deliverable, written or oral
notification from Prime Contractor to Subcontractor, indicating that the
Deliverable satisfies the Acceptance Criteria of the applicable Statement
of Work. It shall also include deemed Acceptance as provided in this
Agreement.
"ACCEPTANCE CRITERIA" shall mean, with respect to a Deliverable, a
document that defines the criteria for Acceptance of that Deliverable.
"AGREEMENT" shall mean this Subcontractor Agreement - TSS-006-GO60-99 as
it may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.
"ASSUMPTIONS" shall mean those terms and conditions which are under the
control of Prime Contractor and affect the ability of Subcontractor to
provide its services or deliver the Deliverables under the contract
documents, as well as any other terms and conditions which are identified
as Assumptions in the contract documents.
"DELIVERABLES" shall mean any materials procured or prepared by
Subcontractor and required to be delivered to Prime Contractor by virtue
of their description or specification as a Deliverable in a Statement of
Work. Deliverables shall include any CGA-created Deliverables but may also
include materials which are not CGA-created Deliverables.
"ERROR" shall mean any error, problem, or defect unrelated to any act or
omission of Prime Contractor or any third party and resulting from (a) an
incorrect functioning of code, or (b) an incorrect statement or diagram in
documentation, in each case if that error, problem or defect renders the
code inoperable, or causes the documentation to be inaccurate in any
significant respect.
"STATEMENT OF WORK" shall mean a document signed by an authorized
representative of Prime Contractor and by an authorized representative of
Subcontractor and delineating a portion of work to be done under this
Agreement.
11
<PAGE>
SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
ARTICLE 18 - LIST OF ATTACHMENTS
Attachment 1 - Titan/Cap Gemini Proposal dated 16 March 1999
Attachment 2 - Cap Gemini Statement of Work #1 dated 8 April 1999
Attachment 3 - Cap Gemini Memo of Understanding dated 17 March 1999
ARTICLE 19 - AMENDMENT TO ATTACHMENT 2 - TITAN/CAP GEMINI PROPOSAL DATED 16
MARCH 1999
The following Sections of Attachment 2 - Titan/Cap Gemini Proposal dated
16 March 1999 shall not apply to Subcontractor or shall be modified as follows:
(a) Any section which relates to services not to be performed by
Subcontractor or not referenced in Subcontractor's Statement of Work
#1 dated 8 April 1999 shall not apply.
(b) Part II of Attachment 2 - Titan/Cap Gemini Proposal dated 16 March
1999 shall not apply to Subcontractor.
(c) The terms "Customer" and "Client" shall mean the DC Government and
the term "Contractor" shall mean Titan Software Systems Corporation.
(d) The provision Section 1.8.1 shall be modified to read as follows:
"If, as a result of Contractor's gross negligence, Client or
Client's employees suffer personal injury or real property
damage...".
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized Representative.
TITAN SOFTWARE SYSTEMS CORPORATION CAP GEMINI AMERICA LLC
By: /s/ Peggy A Owens By: /s/ James J. Woodward
------------------------------ -----------------------------
Name: Peggy A. Owens Name: James J. Woodward
---------------------------- ----------------------------
Title: Business Manager Title: Senior Vice President
--------------------------- ---------------------------
12
<PAGE>
STATEMENT OF WORK NUMBER # 6 FOR TITAN SOFTWARE SYSTEMS CORPORATION TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
This document and its attachments comprise Statement of Work Number # 06
(this "Statement of Work") under the Subcontract Agreement - TSS-006-G060-99
(the "Agreement") made as of the 28 day of July, 1999 by CAP GEMINI AMERICA
LLC, a Delaware limited liability company ("Cap Gemini") and Titan Software
Systems Corporation ("Titan" or "Client"). Capitalized terms used but not
defined in this Statement of Work shall have the meanings given to them in
the Agreement.
SCOPE OF WORK
Titan will utilize Cap Gemini's Renovation Only SERVICE offering to support
its Year 2000 renovation efforts. Because the exact size of the Renovation
Only inventory has yet to be defined, for the purpose of this Statement of
Work, scope and schedules are shown as typical for a 1,000 COBOL program and
1,000,000 line of code project. Actual schedules will vary depending on the
language mix and size of the Renovation Only inventory.
---------------------------------------------------------------------------
Source Type Elements Lines of Code
---------------------------------------------------------------------------
MVS OS/VS COBOL and VS COBOL II 1,000
---------------------------------------------------------------------------
Programs/Subprograms(1)
---------------------------------------------------------------------------
PL/1 Programs/Subprograms(1)
---------------------------------------------------------------------------
MicroFocus COBOL programs
---------------------------------------------------------------------------
MVS Natural Programs
---------------------------------------------------------------------------
Easytrieve Plus Programs
---------------------------------------------------------------------------
Focus Programs
---------------------------------------------------------------------------
Other Programs/Subprograms(1) (Specify Language)
---------------------------------------------------------------------------
Related Copybooks(2)
---------------------------------------------------------------------------
JCL(3)
Note: If no number is specified here, it is
assumed that the number of Batch Job Streams is
no greater than the number of COBOL/PL/1 programs
shown above.
---------------------------------------------------------------------------
NOTE 1: For the purpose of Renovation, a program is defined as any
separately compilable entity.
NOTE 2: Only copybooks referenced by programs included in the Renovation
Inventory will be processed; unless specified, it is assumed the number of
copybooks is equal to the number of COBOL programs above, and that the
average size is 200 lines of code.
NOTE 3: Only JCL job streams which run programs included in the Renovation
Inventory should be sent for processing.
- -------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 3 of 21
Statement of Work # 6 for TITAN
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the development of the Renovation Specification. The ARC must receive the
missing inventory very early (by Tuesday) in week two (2). The ARC will scan
the Renovation Inventory, review the results, and create the unconfirmed
DataMaps.
Application programs can be coded in such a way that makes it very difficult
or even impossible to uncover date fields using any manual or automated
technique without possessing application specific knowledge or documentation.
To maximize application renovation success, given the challenges of finding
all dates, Cap Gemini:
- Tracks discoverable date fields through their interaction with
all other fields to uncover hidden date fields
- Automates an integrated rapid analysis tool for technical domain
analysis
- Focuses and facilitates application domain analysis by providing
a DataMap for TITAN Application Specialist review, customization,
and specification signoff
Cap Gemini will send the unconfirmed DataMaps to TITAN for confirmation and
augmentation of the ARC automated and technical domain discovery process. The
DataMap provides a view into the application's use of data. It contains
information about all records and parameters discovered through the
ARCDRIVE-SM- toolset, repository and technical analysis.
TITAN will review and confirm the DataMap provided by Cap Gemini. The review
and confirmation of this information allow TITAN to influence the entire
renovation effort before the start of the renovation process. During DataMap
confirmation, limited individual date fields may be designated for renovation
using expansion to address IG-specific complexities such as a date in a key
field. DataMap confirmation includes:
- Reviewing, modifying and confirming all date field classifications
- Reviewing, modifying and confirming all date field dispositions
- Identifying any date fields not included in the DataMap
The key deliverable from this phase is the Renovation Specification, which
TITAN and Cap Gemini will create together. The Renovation Specification is a
unique TransMillennium Services feature that allows TITAN to influence the
specifics of its code renovation before any changes take place. The
Renovation Specification consists of three parts:
1. The renovation complexities (such as dates in key fields) and
the selected resolution options
2. The confirmed DataMap, which details the type and desired
disposition for each date field in each record layout
3. The Renovation Standards, which document the expected renovation
results and which are included in Appendix 2 of this Statement of
Work
The Renovation Specification will be the basis of all TITAN code renovation
activities.
RENOVATION PHASE
Cap Gemini will use its automated, ARCDRIVE technology to renovate TITAN's
inventory using an interpretation strategy, and will return the following:
- Renovated programs and copybooks based on the Renovation
Specification, including internal line-of-code change records
documenting the changes made to the programs and copybooks
- External change log
- Required Year 2000 called subroutines
- -------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 5 of 21
Statement of Work # 6 for TITAN
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<PAGE>
At the beginning of the second week of Renovation, TITAN may have to send an
application-knowledgeable technical representative to the ARC (in Tarrytown,
NY) to review the initial renovation of the code. In particular, this person
will review the actual code implementation of the confirmed DataMap and the
selected options for resolving complexities defined in the Renovation
Specification. The TITAN representative may review other elements of the
renovation to gain an understanding of the Renovation process and how that
will influence the results TITAN will receive at the conclusion of the
Renovation activities. The review is expected to last up to five (5) days. At
TITAN's option, the TITAN representative may remain at the ARC and
participate in the actual code renovation.
Cap Gemini will conduct a formal Code Turnover meeting with TITAN to turn
over the renovated code and to review the Renovation results and
Deliverables. At this meeting, which is typically scheduled for the Monday
following completion of code renovation, TITAN will formally receive the
renovated source code.
After the Code Turnover meeting, Cap Gemini will deliver and assist in the
installation of its Year 2000 called subroutines (e.g., CGACVT) specifically
invoked by the renovated code. Cap Gemini will grant to TITAN a
non-exclusive, royalty-free license to use any called software routines.
These routines are provided solely for TITAN's (in its capacity as a
contractor to the Government of the District of Columbia) use and internal
benefit in connection with code that Cap Gemini has renovated. These routines
will be delivered in source code format.
WARRANTY SUPPORT
During Warranty Support, Cap Gemini will be responsible for correcting code
that TITAN identifies as not complying with the Renovation Specification and
that TITAN has not changed without Cap Gemini's consent. Warranty Support
will be available at no charge for 90 days following delivery of the
renovated inventory.
Cap Gemini will provide telephone support for calls from the designated TITAN
liaison during the Warranty Support period. Cap Gemini will provide on-site
support during this period to correct issues that cannot be resolved via
telephone support. TITAN will reimburse Cap Gemini for all travel and living
expenses associated with any on-site Warranty Support.
Telephone support will be available from 8 a.m. to 7 p.m. ET, Monday through
Friday. If TITAN subscribes to the optional dial-in access service, TITAN can
submit problem reports electronically at any time (system maintenance periods
excepted).
- -------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 6 of 21
Statement of Work # 6 for TITAN
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<PAGE>
DELIVERABLES
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
-------------------------------
(X = LEADS x = PARTICIPATES) CAP GEMINI TITAN
----------------------------------------------------------------------------
<S> <C> <C>
SPECIFICATION PHASE
- Extraction Guidelines for Renovation X
----------------------------------------------------------------------------
- Specification Workshop X X
----------------------------------------------------------------------------
- Extracted Renovation Inventory X X
----------------------------------------------------------------------------
- Unconfirmed DataMaps X
----------------------------------------------------------------------------
- DataMap Training X
----------------------------------------------------------------------------
- Renovation Specification:
- Renovation Complexities List X
----------------------------------------------------------------------------
- Identified Renovation Complexities X
----------------------------------------------------------------------------
- Renovation Complexity Options X
----------------------------------------------------------------------------
- Selected and Documented Renovation X
Complexity Solutions
----------------------------------------------------------------------------
- Confirmed DataMap X
----------------------------------------------------------------------------
- Renovation Standards X
----------------------------------------------------------------------------
RENOVATION PHASE
- Updated Renovation Specification x X
----------------------------------------------------------------------------
- Renovated Programs and Copybooks with X
line-of-code comments regarding each
change made, and any other renovated
source components included in the
Renovation Inventory
----------------------------------------------------------------------------
- External Change Log X
----------------------------------------------------------------------------
- Renovated Code Receipt X
----------------------------------------------------------------------------
- Required Year 2000 Called Subroutine(s) X
----------------------------------------------------------------------------
WARRANTY SUPPORT
- Renovated Code Support X
----------------------------------------------------------------------------
- Final Check-Point Meeting X x
----------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 7 of 21
Statement of Work # 6 for TITAN
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<PAGE>
SCHEDULE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
PLANNED SCHEDULE SPECIFICATION RENOVATION WARRANTY
- ---------------------------------------- ------------------------- -------------------------------------------------------------
ACTIVITY WEEK # 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24
- ---------------------------------------- ------------------------- -------------------------------------------------------------
<S> <C> <C>
Specification Workshop J
Complexity Identification List C
Inventory Reconciliation T
Source Components Extracted J
Renovation Complexities List Provided C
Renovation Complexities Identified T T T
Missing Inventory Identified C
Missing Inventory Resolved T
Complexity Solutions Selected T T
DataMap Created C
DataMap Confirmed T
Renovation Specification Developed J J J
Renovation Specification Signed-off T
Renovation Specification Reviewed/ J
Refined at ARC
Source Components Renovated C C C
Install Required Year2000 Subroutines J
Review "?" Log Implement Findings J
Complete Require On-site Renovation C
Code Turnover J
Install Required Year 2000 Subroutines J
Warranty Preiod C C C C C C C C C C C C C
- ---------------------------------------- ------------------------- -------------------------------------------------------------
</TABLE>
-----------------
C Cap Gemini
-----------------
J Joint Effort
-----------------
T TITAN
-----------------
- -------------------------------------------------------------------------------
Cap Gemini Renovation Only Page 8 of 21
Statement of Work # 6 for TITAN
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<PAGE>
ASSUMPTIONS
Cap Gemini's proposed price and schedule are based on the scope of work,
assignment of responsibilities, deliverables and assumptions presented within
this Statement of Work. It is important to understand the assumptions upon
which Cap Gemini based its price. The assumptions enable Cap Gemini to
communicate the basis of its approach, work estimate, and delivery schedule.
They provide a foundation on which to build mutual understanding, common
expectations, and teamwork to achieve a successful project.
If the scope of work, assignment of responsibilities, deliverables or
assumptions change, it may be necessary to modify our mutual expectations of
the project's cost, schedule, and/or Deliverables. If any of these do change,
a Cap Gemini Project Impact Report (PIR) will be prepared to document the
occurrence and to assess the impact to project targets (primarily cost and
due date).
- The technical approach to the renovation is Interpretation.
- The program high, medium, low complexity mix is 1:1:1, as
described in Appendix 3 of this Statement of Work.
- Screens and reports will not be changed.
- The Renovation Inventory is in compile-ready format without
pre-compilers and pre-processors, other than SQL or CICS.
- The contents of the Renovation Inventory will not change after
it is initially extracted and sent to Cap Gemini, except as
modified through the missing inventory process.
- Extracted source code and confirmed DataMaps are expected to be
received according to the Schedule section of this Statement of
Work. Late shipments or elements found by the ARC to be missing
from the program logic that result in delays will be charged to
TITAN as Project Impacts.
- Renovation will be limited to date fields and date-related
fields.
- The renovation of TITAN's Renovation Inventory is based on the
confirmed Renovation Specification.
- TITAN will include whole applications, rather than selected
pieces, in the Renovation Inventory to allow the ARCDRIVE toolset
to detect hidden dates and resolve usage.
- TITAN will have one correction cycle to resolve missing
inventory according to the Schedule section of this Statement of
Work. Cap Gemini will handle additional correction cycles as
Project Impacts.
- TITAN will complete the confirmation of DataMaps within five (5)
days of DataMap receipt.
- TITAN will provide sign-off of all deliverables within five (5)
working days of receipt. After five (5) working days, deliverables
will be deemed accepted by TITAN unless Cap Gemini is notified
otherwise in writing.
- Resolutions of issues not specified in the Renovation
Specification that result in renovation errors are outside the
scope of this Statement of Work.
- This Statement of Work describes all the work to be performed
and the deliverables to be provided. Work or deliverables not
contained in this Statement of Work are considered out-of-scope
and are excluded from this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentially agreement
(document Z-1400) or the Consulting Agreement - TransMillennium-TM-
Services must be signed before holding the Pre-Kickoff Meeting.
- -------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 9 of 20
Statement of Work # 6 for TITAN
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<PAGE>
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
Cap Gemini's responsibilities are documented in the assignment of
responsibilities detailed in the Activities and Deliverables sections of this
Statement of Work.
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the Activities
and Deliverables sections of this Statement of Work, TITAN will:
- Designate a Project Executive and a liaison to participate as
needed
- Provide Subject Matter Experts (SMEs) knowledgeable of the
applications, file structures, and data included in the Renovation
Inventory to participate primarily in developing the Renovation
Specification and confirming the DataMap
- Provide adequate work space, laser printers (with at least 2M
memory), telephones (including speakerphones and analog lines) and
use of other office equipment for each Cap Gemini team member while
on-site
- Ensure the Renovation Inventory source represents production and
can be compiled
- Assist in the extract source elements, as identified in the Scope
of Work section of this Statement of Work, according to the
Extraction Guidelines provided by Cap Gemini
- Submit the initial Renovation Inventory, in a single shipment, to
the ARC per the Schedule section of this Statement of Work
- Provide all information in an expedient manner to meet project
schedules
- Document any complexities that may have an impact on DataMap
creation or the Renovation process in the Renovation Specification
- Execute all validation, implementation and data conversion
activities
- Provide a single point of contact (liaison) for the Warranty
Support period
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided the
items listed in the above section titled Deliverables for which it is
responsible.
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities, deliverables and
assumptions described elsewhere in this Statement of Work, Cap Gemini will
renovate Titan inventory for a fixed price of [...***...] per LOC. There will
be Ninety (90) days of Warranty Support following the completion of 20XX
testing.
The Agreement provides the terms and conditions underlying the services to be
provided under this Statement of Work. This Statement of Work, and its terms
and prices, are valid for six (6) weeks from the date on this Statement of
Work. Cap Gemini has already started the activities associated with this SOW,
and will continue according to the Workplan.
- -------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 10 of 20
Statement of Work # 6 for TITAN
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*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
This Statement of Work, including the Agreement, constitutes the entire
agreement between the parties with respect to the subject matter of this
Statement of Work. This Statement of Work and the Agreement merge and
supersede all prior oral or written agreements, discussions, negotiations,
commitments, writings or understandings, including without limitation any
representations contained in any sales literature, brochures or other written
descriptive or advertising material and is the complete and exclusive
statement of the terms of the parties' agreement. Each of the parties
acknowledges and agrees that, in executing this Statement of Work and the
Agreement, it has not relied upon, and it expressly disclaims any reliance
upon, any representation or statement not set forth herein or in the
Agreement.
This Statement of Work may be executed in separate counterparts, which
together shall constitute a single instrument.
To show their agreement to these terms, CGA and Client, acting through their
Authorized Representatives, have signed and delivered this Statement of Work
on the dates specified below.
TITAN SOFTWARE SYSTEMS CORPORATION: CAP GEMINI AMERICA LLC:
Signature Signature
/s/ Peggy A. Owens /s/ James J. Woodward
----------------------------------- ---------------------------------
Name James J. Woodward
Peggy A. Owens
----------------------------------- ---------------------------------
Title Senior Vice President
Business Manager
----------------------------------- ---------------------------------
Date Date
19 August 1999
----------------------------------- ---------------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- -------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 11 of 20
Statement of Work # 6 for TITAN
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<PAGE>
EXHIBIT A
EXHIBIT A TO STATEMENT OF WORK 06 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
RENOVATION ONLY SERVICES [MONEY BACK GUARANTEE]
CGA represents and warrants to Client that any source code change made by CGA
as part of the Year 2000 Services shall be consistent with the DataMap
specifications and renovation specifications. In the event of a breach of the
foregoing warranty CGA shall correct the change so as to bring it into
compliance with that warranty or, at Client's option, CGA shall provide
Client with a full money back refund with respect to the applicable Statement
of Work for which such change relates, PROVIDED, HOWEVER, that such refund
will only occur upon Client's permanently ceasing all use of, and returning
to CGA all copies of, all of the Code that CGA has renovated for Client
pursuant to such applicable Statement of Work. Any claim for breach of the
foregoing warranty must be made by written notice to CGA within 90 days of
Client's receipt of the renovated Code from CGA or said claim shall be waived.
The services provided hereunder are dependent upon the information supplied
by Client to CGA with regard to Client's Code, including without limitation
Client's review of the DataMap. In light of this, and the changes which might
be made by Client or any third party in any Code that CGA renovates or in
Code that interacts with that Code, CGA provides the warranty set forth above
for the time period set forth above and does not warrant that any Code will
function without problems.
Client acknowledges and understands that CGA has notified Client that Code
renovated by CGA pursuant to this SOW should be tested prior to being
implemented into the Client's environment. Client recognizes that such
testing is an important component of year 2000 services and is designed to
reduce errors in the Code and to increase the likelihood that Code which
needs to be renovated to address the Year 2000 problem has been identified
and renovated. Client acknowledges that it will NOT be purchasing testing
services from CGA; it is Client's responsibility to ensure an appropriate
level of testing for its Code. In addition to any other disclaimer of
warranty or limitation of liability otherwise contained in the Agreement or
this Statement of Work, and without limiting the same, CLIENT RELEASES CGA,
ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, FROM ALL LIABILITY OF
ANY NATURE WHATSOEVER RELATING TO THE TESTING OF (OR FAILURE TO TEST) SUCH
CODE.
CAP GEMINI AMERICA LLC TITAN SOFTWARE SYSTEMS CORPORATION
By: /s/ James J. Woodward By: /s/ Peggy A. Owens
------------------------------ -------------------------------
Name: James J. Woodward Name: Peggy A. Owens
---------------------------- -----------------------------
Title: Senior Vice President Title: Business Manager
--------------------------- ----------------------------
Date: Date: 19 August 1999
---------------------------- -----------------------------
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Cap Gemini Renovation Only Project Page 12 of 20
Statement of Work # 6 for TITAN
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EXHIBIT B
EXHIBIT B TO STATEMENT OF WORK 06 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
LICENSE RIGHTS TO CGADATE/CGACVT AND UDM
By this Exhibit B to the Consulting Agreement - TransMillenium-TM- Services
dated ___________, 19__ (the "Agreement"), CGA hereby grants to Client a
non-exclusive, royalty-free license to use for its own internal benefit in
connection with the Code renovated by CGA pursuant to this Statement of Work
and the Agreement, the software routines known as CGACVT and CGADATE (the
"LICENSED ROUTINES") and the computer program known as the Universal Data
Migrator ("UDM"). CGA shall deliver to Client the source code for the
Licensed Routines and the object code for the UDM. Client shall ensure that
use of the Licensed Routines and the UDM is made only by (i) Client's
employees, (ii) individuals or entities which sell only the services of
individuals with sufficient skills to work on Year 2000 service projects
(subject to the execution of a non-disclosure agreement providing for the
protection of the Licensed Routines and the UDM) which does not include, and
Client shall not allow access to the Licensed Routines or the UDM by, any
individual or entity that otherwise sells, markets or delivers Year 2000
services, or (iii) individuals or entities approved in advance in writing by
CGA in its discretion. Client acknowledges and agrees that CGA has no
obligation under this Agreement to provide support or updates to the Licensed
Routines or the UDM. The Licensed Routines and the UDM shall constitute
Private Information of CGA and shall be subject to the provisions of Article
8 (CONFIDENTIALITY) of the Agreement. In addition, Client shall keep the
source code for the Licensed Routines in protected libraries in order to
protect the proprietary nature of that software.
Client acknowledges and agrees that the making of any additions, changes or
other modifications to the Licensed Routines or the UDM by anyone (other than
by CGA's TransMillenium-TM- personnel within the scope of, and made as part
of, the Year 2000 services provided under the Agreement and an express
provision of a Statement of Work) SHALL VOID ANY REPRESENTATION OR WARRANTY
OF CGA PURSUANT TO ARTICLE 9 OF THE AGREEMENT WITH REGARD TO THE LICENSED
ROUTINES OR THE UDM AS WELL AS WITH REGARD TO RENOVATED SOFTWARE WHICH
UTILIZES THAT LICENSED ROUTINE OR WITH REGARD TO SOFTWARE RENOVATED USING THE
UDM.
CAP GEMINI AMERICA LLC TITAN SOFTWARE SYSTEMS CORPORATION
By: /s/ James J. Woodward By: /s/ Peggy A. Owens
-------------------------- --------------------------
Name: James J. Woodward Name: Peggy A. Owens
------------------------ ------------------------
Title: Senior Vice President Title: Business Manager
---------------------- ----------------------
Date: Date: 19 August 1999
--------------------- ---------------------
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Cap Gemini Renovation Only Project Page 13 of 20
Statement of Work # 6 for TITAN
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APPENDIX 1: SOURCE EXTRACTION GUIDELINES
- All source code should be compiled and linked in a staging environment
prior to renovation extraction
- TITAN is responsible for segregating, extracting, and shipping to the
ARC all production source components during the Pre-Kickoff Week.
- The source to be extracted should consist only of the renovation
inventory listed in the scope section of this Statement of Work.
- The source to be extracted should be segregated into one PDS library
for programs and one for copybooks.
- This segregation of source data should consist of the following
libraries:
1. COBOL source programs (MVS OS/VS COBOL and VS COBOL II)
2. COBOL copybooks (including screen MAPs, DCLGENs, etc.)
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Cap Gemini System Renovation Project Page 14 of 21
Statement of Work # 2 for TITAN Version 1.3 - February 1998
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APPENDIX 2: RENOVATION STANDARDS
The Application Renovation Center (ARC) renovation process is carefully
designed to transform programs according to the Renovation Specification with
minimum disruption to the working logic of the program. This is to ensure the
highest quality renovation and the lowest risk during testing. The renovation
process may include data fields that are either expanded or interpreted
(suppressed), which is determined by the Data Map.
This document describes the standard changes that will be made by the
automated and manual renovation processes. Of course, there will be cases
where additional analysis and manual code changes will be required. However,
Cap Gemini will adhere to these standards whenever possible.
CHANGE CODING STANDARD
Any code to be changed will be commented out and retained in the program. All
such comment lines will use a "*+" comment indicator, so that the commented
code can easily be identified and later automatically removed. Changes by the
Renovator will be identified as such. Any manual changes will include a
comment line indicating the date and author of the changes. For example:
Y2000+*+** CGA/ARC: FIELD TEST-YY EXPANDED Y2000+
Y2000+*+ 03 TEST-YY PIC 99. Y2000+
Y2000C 03 TEST-YY PIC 9999. Y2000C
The Change Marker "Y2000+" is used for added lines and "Y2000C" for changed
lines.
ARCDRIVE will insert a banner at the beginning of each renovated COBOL
program:
Y2000+*+************************************************************** Y2000+
Y2000+*+ EDITED BY CGA/ARC RENOVATOR RENOALL V2.0a ON 1996-1-29 11:42 Y2000+
Y2000+*+************************************************************** Y2000+
MAINTAIN SAME DATA FORMAT
Wherever possible, all renovated fields should retain the same basic format
as in the original code, except for an expanded area. For example:
MMDDYY becomes MMDDYYYY
YYMMDD becomes YYYYMMDD
YYDDD COMP-3 becomes YYYYDDD COMP-3
etc.
This is important to maintain the program logic that may depend on the format.
CENTURY ADDITION TO YEAR
For expanded dates, year fields will be expanded to include the century,
either as a two-digit (19/20) or one digit (0/1) prefix. The century field
will not be a separate field. For example:
01 TEST-YY PIC 99
will become
01 TEST-YY PIC 9999.
This is necessary to support comparisons and calculations that may involve
the expanded field. ARCDRIVE also supports the use of single digit century
fields (0=1990, 1=2000).
DATA NAMES
There will be no change to the data names, even if the field contains "YY".
This is necessary to preserve the references to the field throughout the
program and in related programs.
EXISTING CENTURY FIELDS
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Cap Gemini System Renovation Project Page 15 of 21
Statement of Work # 2 for TITAN Version 1.3 - February 1998
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<PAGE>
Existing Century fields will be moved to become a redefinition of the first
two digits of the expanded year fields. For example:
03 DATE14.
05 DATE14-CC PIC XX.
05 DATE14-YY PIC XX.
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
will become:
Standard (A disposition)
03 DATE 14.
Y2000+*+** CGA/ARC A263: CENTURY DATE14-CC MOVED/REMOVED Y2000+
*+ 05 DATE14-CC PIC XX Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY PIC XX. Y2000+
05 DATE14-YY PIC XXXX. Y2000C
Y2000+ 05 FILLER REDEFINES DATE14-YY. Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
Z disposition
03 DATE 14.
Y2000+*+** CGA/ARC A263: CENTURY DATE14-CC MOVED/REMOVED Y2000+
*+ 05 DATE14-CC PIC XX Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY PIC XX. Y2000+
05 DATE14-YY PIC XXXX. Y2000C
Y2000+ 05 FILLER REDEFINES DATE14-YY. Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
This is necessary to support the use of the year as a single numeric field
for comparisons and calculations. Of course, any manipulation of the century
field will be flagged for manual review, since such logic is likely outdated.
NOTE: This also applies to an interpretation solution. The year must be
expanded since there is a "de facto" expansion already in the program.
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MOVES BETWEEN SUPPRESSED (INTERPRETED) AND EXPANDED FIELDS
A MOVE between a suppressed and expanded (or vice versa) field will generate
a call to a CGA conversion routine that will insert or remove the century.
For example:
*+** CGA/ARC: DATE FORMAT CONVERSION - 'SX'
*+ MOVE CARD-DATE TO IW-CURRENT-DATE
MOVE CARD-DATE TO CGACVT-SUP1
MOVE 5 TO CGACVT-POS1
CALL CGACVT USING CGACVT-EXPAND CGACVT-AREA
MOVE CGACVT-EXP1 TO IW-CURRENT-DATE.
In the case of moving from an expanded field to a suppressed (interpreted)
field, a COBOL move may be sufficient to remove the century by truncation. In
this case, no CALL is required:
*+** CGA/ARC: DATE CONV BY TRUNCATION - 'XS'
MOVE WS-DATE TO REPORT-DATE
ARCDRIVE also supports conversions between expanded or suppressed dates with
those of a single-digit century.
If CALLS are required, a COPY CGACVTWS statement will be added at the end of
WORKING-STORAGE to define any work fields.
COMPARISONS OR CALCULATIONS INVOLVING SUPPRESSED (INTERPRETED) FIELDS
When suppressed fields are involved in a comparison or calculation, they will
first be expanded to temporary variables. The temporary variables will be
used in the comparison or calculation. For example:
*+** CGA/ARC: EXPRESSION EXPANDED
*+ IF TEST-YY1 > TEST-YY2
MOVE 0 TO CGACVT-POS1
MOVE TEST-YY1 TO CGACVT-SUP1
MOVE 0 TO CGACVT-POS2
MOVE TEST-YY2 TO CGACVT-SUP2
CALL CGACVT USING CGACVT-EXPAND CGACVT-AREA
IF CGACVT-EXP1 > CGACVT-EXP2
This logic is essential to properly compare or calculate suppressed fields.
REFERENCES TO SYSTEM DATE
References in COBOL programs to the system date will be replaced by CALLs to
a support routine that returns the system date in the same format, including
the century. The calls are:
ACCEPT FROM DAY CALL CGADATE USING CGA-ADAY-d xxx
ACCEPT FROM DATE CALL CGADATE USING CGA-ADATE-d xxx
MOVE CURRENT-DATE CALL CGADATE USING CGA-CDATE-d xxx
Where "xxx" is the receiving variable and "d" is the receiving disposition
('S', 'X' or 'C'). These routines can also be adjusted to simulate an
advanced system date without any special modification to the operating
system. This is very useful in testing.
EXPANSION (ALIGNMENT) OF GROUP FIELDS AND INTERMEDIATE AREAS
When it is determined that a group field must be enlarged due to expanded
fields, any field that the group is MOVED to or from will also be expanded.
This is called "alignment".
If the group field is a redefinition of another area, the new area size will
be the maximum of the two. If necessary, the redefined area may also be
padded. If the lengths of the two redefined areas were the same before
expansion, padding will be added to make the new lengths equal.
CORRECTION OF RECORD CONTAINS CLAUSE
If a file record has been expanded, the size of the new record in the RECORD
CONTAINS clause is adjusted.
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APPENDIX 3: PROGRAM COMPLEXITY LEVELS
The Complexity Level reflects the expected level of effort required to
Renovate, Validate, and Implement a program. Complexity is based on the
following criteria:
<TABLE>
<CAPTION>
High Medium Low
Meets One or More Meets One or More
----------------------------------------------------------------------
<S> <C> <C>
GREATER THAN 4,000 1,001 - 4,000 LESS THAN OR EQUAL TO 1,000
----------------------------------------------------------------------
GREATER THAN 35 3 - 35 LESS THAN OR EQUAL TO 2
----------------------------------------------------------------------
GREATER THAN 7 3 - 7 LESS THAN OR EQUAL TO 2
----------------------------------------------------------------------
GREATER THAN 5 2 - 5 LESS THAN OR EQUAL TO 1
----------------------------------------------------------------------
</TABLE>
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APPENDIX 4: KEY TERMS AND PHRASES
ARC- Cap Gemini's Application Renovation Center - A factory for high
productivity, high quality scanning and renovation of SMARTscan programs.
CODE CHANGE STANDARDS - The standards used by the ARC to make the Year 2000
coding modifications in the COBOL program and copybooks.
RENOVATION SPECIFICATION - A deliverable that forms the basis for all code
renovation activities. It allows TITAN to influence the specifics of code
renovation. The Renovation Specification consists of three parts: the
renovation complexities (such as dates in key fields) and the implementation
options selected to resolve each; the confirmed DataMap, which details the
type and disposition for each date field in each record layout; and the
expected renovation results.
COMPLEXITY - An environmental situation at TITAN that cannot be positively
discovered solely through clues available in program code. Knowledge and/or
analysis by subject matter experts before code renovation allows for the
proactive selection of a consistent implementation choice. For instance, a
date in a data file key field may require that the field be expanded, or the
use of a date field for logic switches such as 99/12/31 may mean this record
never expires.
DATAMAP - A repository of field information for each file and
program-to-program interface (parameters) that is used as the basis for
renovation. It highlights the detected date fields, their type and
disposition for the change of the century. This information is provided in an
electronic and printed form. It can be very useful for identifying testing
requirements as well as the basis or standard for renovation. The information
contained in the DataMap must be used to renovate all components consistently
(i.e., programs - all languages, copybooks, JCL, etc.)
PIR - (Project Impact Report) A Cap Gemini form used to record events that
impact project targets, or which impact the project team's ability to achieve
those targets. To document client approval of time, budget, and schedule
changes associated with the impact.
PROGRAM - Any separately compilable entity.
UDM (Universal Data Migrator) - A Cap Gemini tool used to advance dates for
testing, bridge files in production, audit date field formats.
ARCDRIVE - Cap Gemini's proprietary, rules-based artificial intelligence
technology that detects and modifies problem dates consistently.
SMARTSCAN - Refers to the MVS OS/VS COBOL and MVS VS COBOL II source code
renovated by the ARCDRIVE tool.
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APPENDIX 5: OPTIONAL SERVICES
TITAN may want to consider adding several optional services as an integral
part of this Renovation project. The popular service packages are identified
below. They enhance the value that Cap Gemini can add to the performance of
the overall project. The package information below includes the package title
followed by the major elements or efforts included in that package.
Additional information is available to further describe each of these
services.
1. Extraction Support Package
- Resolve Inventory Versions
- Compile Programs
- Extract Source
2. Advanced Renovation Package
- Establish Electronic Link to ARC
- Perform Extended Renovations: JCL, Sorts
3. Additional Language Support Package
- Perform ARCDRIVE-assisted Renovations
- PL/1 - Focus
- Easytrieve - Natural
- Telon
- Perform Manual Renovations
- Assembler - RPG
- etc.
4. Universal Data Migrator-SM- (UDM-SM-) Package
- Generate DataMap Extracts
- Perform UDM Use Training on How to:
- Establish Bridges
- Expand Baseline
- Advance Baseline
- Convert Production Data
- Install Bridges
- Audit Date Formats
- Provide UDM Assistance
5. Testing Methodology Package
- Testing Methodology Process
- Testing Process Training
- Validate Phase Training
- Baseline Training
- Outline 20XX Acceptance Process
- Testing Environment Set-up Training
6. Extended Testing Support Package
- Establish Testing Environment
- Compile and Run Baseline
- Identify and Develop Solutions to Testing and Implementation
Complexities
- Provide 19XX Testing Assistance
- Provide 20XX Testing Assistance
7. Project Management Assistance Package
- Planning and Scheduling Assistance
- Identify and Develop Solutions to Testing and Implementation
Complexities
- Assist with Managing Project Team
- Assist in Maintaining Schedule and Scope Control
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- Orient Project Team to Year 2000 Project Processes
8. Resynchronization Package
- Perform Configuration Management, including Resynchronization
9. Full Service Package
- Includes all above services, plus provide POST-TESTING Warranty
(beyond renovation receipt)
- -------------------------------------------------------------------------------
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Statement of Work # 2 for TITAN Version 1.3 - February 1998
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<PAGE>
[GRAPHIC] TRANSMILLENNIUM-TM-
SERVICES
Post-Test Scan
Clean
Management
Statement
of Work # 05
for
Titan
THE SMART SOLUTION
TO THE PROBLEM OF THE CENTURY-SM-
GEMINI
Dated: June 17, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SCOPE OF WORK.............................................................3
ACTIVITIES................................................................3
CLEAN MANAGEMENT INTERVAL PROCESSING..................................4
DELIVERABLES..............................................................6
SCHEDULE**................................................................7
ASSUMPTIONS...............................................................7
RESPONSIBILITIES..........................................................8
CAP GEMINI RESPONSIBILITIES..........................................8
TITAN RESPONSIBILITIES...............................................8
COMPLETION CRITERIA.......................................................9
INVESTMENT SUMMARY.......................................................10
EXHIBIT A................................................................12
</TABLE>
<PAGE>
STATEMENT OF WORK NUMBER #5 FOR TITAN SOFTWARE SYSTEMS CORPORATION TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
This document and its attachments comprise Statement of Work Number
#05 (this "Statement of Work") under the Subcontract Agreement -
TSS-006-6060-99 (the "Agreement") made as of the 28 day of August,
1999 by CAP GEMINI AMERICA LLC, a Delaware limited liability company
("Cap Gemini") and Titan Software Systems Corporation ("Titan" or
"Client"). Capitalized terms used but not defined in this Statement
of Work shall have the meanings given to them in the Agreement.
SCOPE OF WORK
Cap Gemini will perform Clean Management activities for Titan for
the period May 15, 1999 through December 31, 1999. Cap Gemini will
also provide Set-Up activities for TITAN as the first step in
preparing TITAN for Clean Management. Cap Gemini will provide
training and facilitated sessions to determine the scope and process
for Clean Management at TITAN. Specifically, the Setup Activities
will determine the Clean Management environment and procedures at
Titan, as well as the base inventory covered under the Clean
Management process.
Cap Gemini will perform Clean Management using Cap Gemini Post-Test
Scan processing with the base inventory as defined during the Set Up
activities.
Post-Test Scan consists of tools and services that aid in
maintaining Year 2000 readiness by providing the following:
- Executive Summary Report and code analysis messages
identifying date logic and potential issues and related
complexities in the source code.
- An ISPF based message viewer, Message File Viewer (MFV) to allow
Titan to display the code analysis messages in-stream with
the source code. Cap Gemini will ensure that Titan has the
most recent version of the Message File Viewer for all Clean
Management cycles.
ACTIVITIES
Cap Gemini will perform the Clean Management setup and interval
processing activities defined below.
CLEAN MANAGEMENT SET-UP
During the Clean Management Setup Phase Cap Gemini will perform the
activities defined below.
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TRAINING
Cap Gemini will provide training on the Clean Management process
including the following topics:
- Renovation Standards
- Extraction processes
- Principles of Clean Management
INVENTORY DEFINITION
Working with TITAN, Cap Gemini will define the inventory to be part
of the Clean Management process. As part of the inventory
definition, the status of each program of the inventory is also
defined.
STRATEGY DEVELOPMENT
Cap Gemini will conduct a series of facilitated strategy sessions
with TITAN to determine the overall Clean Management activities
including source code maintenance, validation/test strategies, and
tools to be part of the Clean Management process
- Review status of any current QUICKchecks and renovations
- Review the current process for source code control at TITAN
- Review current maintenance and development activities
- Review production implementation procedures
ESTABLISH THE CLEAN MANAGEMENT ENVIRONMENT
Cap Gemini will define initial procedures based on the information
provided in the facilitated strategy sessions. These procedures will
be the basis for the Clean Management environment at TITAN.
REPORT PREPARATION AND PRESENTATION
Cap Gemini will prepare and present a formal Strategy and Findings
report defining the Clean Management process for TITAN. The report
will include the following:
- Inventory to be included in the Clean Management process
- Timing for Clean Management activities at TITAN
- Tool requirements
- Overall process for TITAN including assumptions and scope
- Responsibilities for TITAN and Cap Gemini
CLEAN MANAGEMENT INTERVAL PROCESSING
For each interval of Clean Management processing as defined in the
Set Up Findings Report, Cap Gemini will perform the following tasks:
- Identify the programs changed since the last Clean Management
review
- Extract the changed programs
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- Perform Post-Test Scan processing on the changed programs.
Programs in the base inventory that utilize changed Copybooks
will also be processed.
- After receiving the extracted source, the ARC will scan the
source and produce the Message Files and Executive Summary
report. Within one (1) week of receiving the extracted
source, the ARC will return the Message Files to Titan in
electronic format and provide a hard copy of the Executive
Summary Report Deliverables.
- In the event that the number of changed programs exceeds five
hundred (500), the ARC will return the Message Files to Titan
in electronic format and provide a hard copy of the Executive
Summary Report Deliverables within two (2) weeks of receiving
the extracted source.
HELP DESK ASSISTANCE
Cap Gemini will provide Help Desk assistance to Titan during the
period when Cap Gemini is providing Clean Management services from
March 15, 1999 through December 31, 1999. Help Desk assistance will
terminate 30 days after the last Clean Management Interval
processing. This assistance will be limited to telephone support and
will be available Monday through Friday from 8:00 AM until 8:00 PM
Eastern Time.
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DELIVERABLES
The deliverables to be created and made available to Titan under
this Statement of Work are limited to the following:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
RESPONSIBILITY
DELIVERABLES --------------------
(X = LEADS x = PARTICIPATES) CAP GEMINI TITAN
- -------------------------------------------------------------------
<S> <C> <C>
CLEAN MANAGEMENT SETUP
- -------------------------------------------------------------------
- - Clean Management Training X x
- -------------------------------------------------------------------
- - Facilitated Sessions X x
- -------------------------------------------------------------------
- - Initial Clean Management procedures X
- -------------------------------------------------------------------
- - Strategy and Findings Presentation X x
- -------------------------------------------------------------------
CLEAN MANAGEMENT INTERVAL PROCESSING
- -------------------------------------------------------------------
- - Identification of changed programs X x
- -------------------------------------------------------------------
- - Extraction of changed programs X x
- -------------------------------------------------------------------
- - Generated Message Files, Cross Reference X
Files, and Executive Summary
- -------------------------------------------------------------------
- - Strategy/Next Steps X x
- -------------------------------------------------------------------
ONGOING
- -------------------------------------------------------------------
- - Help Desk Assistance X x
- -------------------------------------------------------------------
</TABLE>
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SCHEDULE**
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
PLANNED SCHEDULE SETUP
- ----------------------------------------------------------------------------
ACTIVITY WEEK # 1 2 3 4 5
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CLEAN MANAGEMENT SETUP
- ----------------------------------------------------------------------------
Kickoff Meeting J
- ----------------------------------------------------------------------------
Clean Management Training J
- ----------------------------------------------------------------------------
Inventory Identification J
- ----------------------------------------------------------------------------
Facilitated Strategy Sessions J J
- ----------------------------------------------------------------------------
Prepare initial Clean Management C
procedures
- ----------------------------------------------------------------------------
Prepare Strategy and Findings C
Presentation
- ----------------------------------------------------------------------------
Present Findings Report J
- ----------------------------------------------------------------------------
CLEAN MANAGEMENT INTERVAL
PROCESSING
- ----------------------------------------------------------------------------
Identification of changed programs J
- ----------------------------------------------------------------------------
Inventory Extraction and Shipment J
(Changed programs only)
- ----------------------------------------------------------------------------
Receipt of Extracted Source C
- ----------------------------------------------------------------------------
Base inventory deliverables (Message C
files, Cross Reference File, Executive
Summary)
- ----------------------------------------------------------------------------
Prepare Findings Presentation C
- ----------------------------------------------------------------------------
Prepare Findings Report J
- ----------------------------------------------------------------------------
Help Desk Assistance C C C
- ----------------------------------------------------------------------------
</TABLE>
*For less than 500 programs, the processing time is 1 week. For greater than
500 programs the processing time is 2 weeks.
C = CAP GEMINI J = JOINT EFFORT
ASSUMPTIONS
Cap Gemini's fixed price and schedule are based on the scope of
work, assignment of responsibilities, deliverables and assumptions
presented in this Statement of Work. It is important to understand
the assumptions upon which Cap Gemini based its price. The
assumptions enable Cap Gemini to communicate the basis of its
approach, work estimate, and delivery schedule. They provide a
foundation on which to build mutual understanding, common
expectations, and teamwork to achieve a successful project.
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<PAGE>
If the scope of work, assignment of responsibilities, deliverables
or assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule and/or deliverables. If
any of these do change, a Cap Gemini Project Impact Report (PIR)
will be prepared to document the occurrence and to assess the impact
to project targets (primarily cost and due date).
For this Statement of Work, the assumptions include the following:
- For the code to be processed via the Clean Management process, the
following assumptions apply:
- Titan has already renovated the identified source or believes it
to be Year 2000 ready
- The source to be processed is MVS OS/VS COBOL, VS COBOL II,
and/or MVS PL/1
- No pre-compilers are used
- All missing inventory was resolved during the setup phase. There
will be no missing inventory processing during the periodic
clean management reviews.
- This Statement of Work describes all the work to be performed and
the deliverables that will be provided. Work or deliverables not
contained in this Statement of Work are considered out-of-scope
and are excluded from this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentiality agreement
(document Z-1400) or the Consulting Agreement - TransMillenium-TM-
Services must be signed before holding the Pre-Kickoff Meeting by
Titan and its third-party vendors who will be working on this
project.
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
Cap Gemini's responsibilities are documented in the assignment of
responsibilities detailed in the Activities and Deliverables sections
of this Statement of Work.
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work,
Titan will:
- Appoint a full-time Project Manager
- Provide all necessary system support staff
- Provide adequate work space, laser printers (with at least 2M
memory), telephones (including speakerphones and analog lines), and
use of other office equipment for each Cap Gemini team member
while on-site
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<PAGE>
- Provide system access (logons, passwords) with a response time of
no more than two (2) seconds. Provide documentation for the source
to be part of the Clean Management Inventory.
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided
the items listed in the above section titled Deliverables for which
it is responsible.
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<PAGE>
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this Statement
of Work, Cap Gemini will perform Clean Management setup and interval
processing activities for a fixed price of [...***...] for each
line-of-code scanned during the Clean Management interval processing.
All out-of-scope work or variances to Cap Gemini's estimating
assumptions that require additional work or result in project
delays will be presented to Titan in the form of a Project Impact
Report for approval or acknowledgment.
In addition, Titan will pay travel and living expenses for Cap
Gemini on-site project team members during the life of the project.
These expenses will be billed at cost and invoiced bi-weekly
throughout the term of the engagement. Cap Gemini will make every
effort to minimize these expenses. Cap Gemini will adhere to the
corporate policies of Titan with respect to all expenses.
This Statement of Work constitutes the entire agreement between the
parties with respect to the subject matter of this Statement of
Work. This Statement of Work and the Agreement merges and supersedes
all prior oral or written agreements, discussions, negotiations,
commitments, writings or understandings, including without
limitation any representations contained in any sales literature,
brochures or other written descriptive or advertising material and
is the complete and exclusive statement of the terms of the parties'
agreement. Each of the parties acknowledges and agrees that, in
executing this Statement of Work and the Agreement, it has not
relied upon, and it expressly disclaims any reliance upon, any
representation or statement not set forth herein or in the Agreement.
This Statement of Work may be executed in separate counterparts,
which together shall constitute a single instrument. The parties
hereto have caused this Statement of Work to be executed by their
respective duly Authorized Representatives.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
By /s/ Peggy A. Owens By /s/ James J. Woodward
--------------------------------- ---------------------------------
Name James J. Woodward
Peggy A. Owens
--------------------------------- ---------------------------------
Title Senior Vice President
Business Manager
--------------------------------- ---------------------------------
Date Date
19 August 1999
--------------------------------- ---------------------------------
Titan Software Systems Corporation 1114 Avenue of the Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- -------------------------------------------------------------------------------
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Statement of Work #05 for Titan
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*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
EXHIBIT A
EXHIBIT A TO STATEMENT OF WORK 05 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
In connection with Year 2000 Clean Management Services, CGA represents and
warrants that it will provide the professional service resources set forth in
the Statement of Work to perform such services pursuant to Client's
direction, and that the individuals provided by CGA to perform such services
will be qualified to perform the services that the Statement of Work
contemplates they are to provide.
In the event of a breach of the foregoing warranty, Client's sole remedy
shall be for CGA to perform again the services in respect of which the
foregoing has been breached to bring them into compliance with such warranty.
Any claim for breach of the foregoing warranty must be made by written notice
to CGA within 30 days of the performance of the services in respect of which
the claim is made or said claim shall be waived.
The CGA resources providing services under the Statement of Work will work
alongside Client's personnel and/or, at Client's direction, third party
personnel.
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Statement of Work #05 for Titan
[logo]
<PAGE>
THE SERVICES PROVIDED HEREUNDER ARE DEPENDENT UPON THE INFORMATION SUPPLIED
BY CLIENT TO CGA WITH REGARD TO CLIENT'S YEAR 2000 PROJECT PRACTICES. IN
LIGHT OF THIS, CGA PROVIDES THE WARRANTY SET FORTH ABOVE. WITHOUT LIMITING
THE FOREGOING, CLIENT RECOGNIZES THAT CGA SPECIFICALLY DOES NOT WARRANT THAT,
IN PERFORMING YEAR 2000 CLEAN MANAGEMENT SET-UP, IT WILL IDENTIFY ALL RISKS
OR EXPOSURES IN THE YEAR 2000 PLAN, OR PROVIDE A COMPREHENSIVE LIST OF
RECOMMENDATIONS. THE PARTIES RECOGNIZE AND AGREE THAT THOSE SERVICES DO NOT
CONSTITUTE A RESPONSIBILITY PROJECT AND CGA DOES NOT WARRANT ANY PARTICULAR
OUTCOME; CLIENT SHALL REMAIN SOLELY RESPONSIBLE FOR THE RESULTS ACHIEVED IN
SUCH EFFORT. IN PARTICULAR, THE PARTIES RECOGNIZE AND AGREE THAT CGA DOES NOT
WARRANT THAT THE CLEAN MANAGEMENT SET-UP WILL BE A COMPLETE SET-UP.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION
Signature Signature
By Peggy A. Owens By James J. Woodward
----------------------------------- ----------------------------------
Name Peggy A. Owens James J. Woodward
----------------------------------- ----------------------------------
Title Business Manager Senior Vice President
----------------------------------- ----------------------------------
Date 19 August 1999 Date
----------------------------------- ----------------------------------
Titan Software Systems Corporation 1114 Avenue of the Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- -------------------------------------------------------------------------------
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<PAGE>
EXHIBIT B - SOFTWARE LICENSE
EXHIBIT B TO STATEMENT OF WORK NUMBER 05 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
LICENSE RIGHTS TO MESSAGE FILE VIEWER
By this Exhibit B to Statement of Work Number 05 to the Subcontracting
Agreement - TSS-006-G060-99 dated _________, 19__ (the "Agreement"), CGA
hereby grants to Client a non-exclusive, royalty-free license to use in a
non-production environment for Client's own internal benefit in connection
with reviewing the message file generated by CGA as a result of processing
Client Code pursuant to this Statement of Work and the Agreement, the
computer software known as Message File Viewer (the "MFV"). CGA shall deliver
to Client the source code for the MFV. Client shall ensure that use of the
MFV is made only by (i) Client's employees, (ii) individuals or entities
which sell only the services of individuals with sufficient skills to work on
Year 2000 service projects (subject to the execution of a non-disclosure
agreement providing for the protection of the MFV) which does not include,
and Client shall not allow access to the MFV by, any individual or entity
that otherwise sells, markets or delivers Year 2000 services, or (iii)
individuals or entities approved in advance in writing by CGA in its
discretion. Client acknowledges and agrees that CGA has no obligation under
this Agreement to provide support or updates to the MFV. The MFV shall
constitute Private Information of CGA and shall be subject to the provisions
of Article 8 (CONFIDENTIALITY) of the Agreement. In addition, Client shall
keep the source code for the MFV in protected libraries to protect the
proprietary nature of that software. Without limiting the foregoing, Client
may not modify, translate, disassemble or decompile the software or any copy,
in whole or in part.
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<PAGE>
The Parties agree that MFV shall not be deemed to constitute a product.
Furthermore, Client acknowledges and agrees that the making of any additions,
changes or other modifications to any of the MFV by anyone (other than by
CGA's TransMillennium-TM- personnel within the scope of, and made as part of,
the Year 2000 services provided under the Agreement and an express provision
of a Statement of Work) SHALL VOID ANY REPRESENTATION OR WARRANTY OF CGA
WITH REGARD TO THE MFV.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
Peggy A. Owens James J. Woodward
----------------------------------- ----------------------------------
Name James J. Woodward
Peggy A. Owens
----------------------------------- ----------------------------------
Title Senior Vice President
Business Manager
----------------------------------- ----------------------------------
Date Date
19 August 1999
----------------------------------- ----------------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- -------------------------------------------------------------------------------
Cap Gemini Clean Management Page 15 of 16
Statement of Work #05 for Titan
[logo]
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
SCOPE OF WORK...............................................................3
ACTIVITIES..................................................................5
PRE-RENOVATION SCANNING PREPARATION.......................................5
PRE-RENOVATION SCANNING PROCESSING........................................5
HELP DESK ASSISTANCE......................................................6
DELIVERABLES................................................................6
SCHEDULE....................................................................7
ASSUMPTIONS.................................................................8
RESPONSIBILITIES............................................................8
CAP GEMINI RESPONSIBILITIES...............................................8
TITAN RESPONSIBILITIES....................................................9
COMPLETION CRITERIA.........................................................9
INVESTMENT SUMMARY..........................................................9
EXHIBIT A-REPRESENTATIONS AND WARRANTIES...................................11
EXHIBIT B-SOFTWARE LICENSE.................................................13
APPENDIX 1: GENERAL SOURCE EXTRACTION GUIDELINES...........................15
</TABLE>
<PAGE>
STATEMENT OF WORK NUMBER # 04 FOR TITAN SOFTWARE SYSTEMS CORPORATION TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
This document and its attachments comprise Statement of Work Number
# 04 (this "Statement of Work") under the Subcontract Agreement -
TSS-006-G060-99 (the "Agreement") made as of the 28 day of July,
1999 by CAP GEMINI AMERICA LLC, a Delaware limited liability company
("Cap Gemini") and Titan Software Systems Corporation ("Titan" or
"Client"). Capitalized terms used but not defined in this Statement
of Work shall have the meanings given to them in the Agreement.
SCOPE OF WORK
Titan will utilize Cap Gemini's Pre-Renovation Scanning offering to
support its Year 2000 checking and testing efforts. Cap Gemini's
TransMillennium Services will provide Smart Error Message
Pre-Renovation Scanning tools and services for the source inventory
listed in the table below.
Pre-Renovation Scanning consists of tools and services that aid in
Year 2000 checking and testing by providing the following:
- An ISPF based message viewer to allow Titan to display the code
analysis messages in-stream with the source code.
- A DataMap repository that identifies the type and format of date
related fields in all Input and Output data structures.
- On-Site support and services to include tool training,, ARC
coordination, Deliverable Presentation, and project management and
administration.
Because the exact size and number of Pre-Renovation Scans are yet to
be defined, for the purpose of this Statement of Work, scope and
schedules are shown as typical for a 1,000 COBOL program and 1,000,000
line of code project. Actual schedules will vary depending on the
language mix and size of the Pre-Renovation Scanning requested.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
Source Type Elements Lines of Code
-----------------------------------------------------------------------------
<S> <C> <C>
MVS OS/VS COBOL and VS COBOL II 1,000
Programs/Subprograms(1)
-----------------------------------------------------------------------------
PL/1 Programs/Subprograms(1)
-----------------------------------------------------------------------------
MicroFocus COBOL Programs
-----------------------------------------------------------------------------
MVS Natural Programs
-----------------------------------------------------------------------------
Easytrieve Plus Programs
-----------------------------------------------------------------------------
Focus Programs
-----------------------------------------------------------------------------
Other Programs/Subprograms(1) (Specify Language)
-----------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 3 of 15
Statement of Work # 04 for Titan
[logo]
<PAGE>
------------------------------------------------------------------------
Related Copybooks(2)
------------------------------------------------------------------------
JCL(3)
Note: If no number is specified here, it is
assumed that the number of Batch Job Streams
is no greater than the number of COBOL/PL/1
programs shown above.
------------------------------------------------------------------------
NOTE 1: For the purpose of Pre-Renovation Scanning, a program is defined
as any separately compilable entity.
NOTE 2: Only copybooks referenced by programs included in the
Pre-Renovation Scanning Inventory will be processed; unless specified, it
is assumed the number of copybooks is equal to the number of COBOL
programs above, and that the average size is 200 lines of code.
NOTE 3: Only JCL job streams which run programs included in the
Pre-Renovation Scanning Inventory should be sent for processing.
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 4 of 15
Statement of Work # 04 for Titan
[logo]
<PAGE>
ACTIVITIES
PRE-RENOVATION SCANNING PREPARATION
Two weeks before Titan's extraction of the Pre-Renovation Scanning
source identified in the Scope of Work section, Cap Gemini will
provide source extraction guidelines and assistance to Titan in the
form of:
- Pre-Renovation Scanning Extraction Guide
- Help Desk Support
By the end of the second business week following the receipt of the
Pre-Renovation Scanning Extraction Guide, Titan will stage and extract
the identified source according to the general source extraction
guidelines summarized in Appendix 1 of this Statement of Work, and in
the format specified in the Pre-Renovation Scanning Extraction Guide.
Titan will send the extracted source to Cap Gemini's Application
Renovation Center-SM- (ARC-SM-) for Pre-Renovation Scanning processing.
PRE-RENOVATION SCANNING PROCESSING
After receiving the extracted source, the ARC will scan the source
and produce the Message File. Within three (3) weeks of receiving the
extracted source, the ARC will return the Message File to Titan in
electronic format.
At the time the Message File is returned to Titan, Cap Gemini will
provide one (1) person on-site for one business day to conduct the
following training for up to 15 Titan personnel:
- Pre-Renovation Scanning Introduction
- Message File Viewer (MFV)
- Electronic Datamap (EDM)
At the same time, Cap Gemini will deliver to Titan the following
tools to be used in the Pre-Renovation Scanning process, which shall
be licensed to Titan in accordance with the terms set forth in
Exhibit B to this Statement of Work:
- Message File Viewer (MFV)
- Electronic Datamap (EDM)
Titan will load the Message File into the Message File Viewer, and
then can begin code walk-through using the messages as a guide.
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 5 of 15
Statement of Work # 04 for Titan
[logo]
<PAGE>
HELP DESK ASSISTANCE
Cap Gemini will provide Help Desk assistance to Titan during the
source extraction process and for 90 days from Titan's receipt of the
Message File. This assistance will be limited to telephone support
and will be available Monday through Friday from 8:00 AM until 8:00 PM
Eastern Time.
DELIVERABLES
The deliverables to be created and made available to Titan under
this Statement of Work are limited to the following:
----------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
-------------------------
(X = LEADS x = PARTICIPATES) CAP GEMINI TITAN
----------------------------------------------------------------------
- Pre-Renovation Scanning Training X x
- Pre-Renovation Scanning
Introduction
- Message File Viewer (MFV)
----------------------------------------------------------------------
- Cap Gemini Tools X
- MFV
- EDM
----------------------------------------------------------------------
- Pre-Renovation Scanning Documentation X
----------------------------------------------------------------------
- Extracted Source in ARC-Specified Format X
----------------------------------------------------------------------
- Generated Message File X
----------------------------------------------------------------------
- Message File Viewer Walk-Through X
- EDM Walk-Through
----------------------------------------------------------------------
- Help Desk Assistance X x
----------------------------------------------------------------------
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 6 of 15
Statement of Work # 04 for Titan
[logo]
<PAGE>
SCHEDULE
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Extraction Help Desk Support C C
Source Extraction and Shipment A
Receipt of Extracted Source C
Message File Creation C C C
Message File Delivery C
Pre-Renovation Scan Training C
Delivery of Cap Gemini Tools and Documentation C
Pre-Renovation Scan Processing Start
- - Message File Walk-Through A
Start of 90-Day Help Desk Assistance Period C
</TABLE>
C = CAP GEMINI A = TITAN
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 7 of 15
Statement of Work # 04 for Titan
[LOGO]
<PAGE>
ASSUMPTIONS
Cap Gemini's proposed price and schedule is based on the scope of
work, assignment of responsibilities, deliverables, and assumptions
presented in this Statement of Work. It is important to understand
the assumptions upon which Cap Gemini based its price. The
assumptions enable Cap Gemini to communicate the basis of its
approach, work estimate, and delivery schedule. They provide a
foundation on which to build mutual understanding, common
expectations, and teamwork to achieve a successful project.
If the scope of work, assignment of responsibilities (including the
timeframe for completion of such responsibilities), deliverables or
assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule and/or deliverables. If
any of these do change, a Cap Gemini Project Impact Report (PIR)
will be prepared to document the occurrence and to assess the impact
to project targets (primarily cost and due date).
- Cap Gemini's tools require that Titan's operating environment be
MVS, and that workstations have either Windows 95 or Windows NT
Version 4.0 or above operating system, with ISPF installed on
Titan's mainframe.
- Mainframe/PC Upload/Download software.
- PKZIP or WinZip that support spanned multiple diskettes.
- Titan has a pre-prepared software and hardware environment in
order to immediately install the Pre-Renovation Scanning toolset
during the first half-day of Pre-Renovation Scanning training.
- The three (3) week ARC processing of the extracted source
(scanning, Message File creation) begins when the ARC receives the
COMPLETE extracted source with no missing inventory.
- With the exception of training, ARCDRIVE processing of the
extracted source, and Help Desk assistance, Titan performs all
Pre-Renovation Scanning activities.
- Titan will provide acknowledgement of the acceptance of all
deliverables within five (5) working days of receipt. After five
(5) working days, deliverables will be deemed accepted by Titan
unless Cap Gemini is notified otherwise in writing. Acceptance
criteria are limited solely to Titan's receipt of all deliverables
specified in this Statement of Work for the Source Inventory
specified in the Scope of Work section.
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Cap
Gemini will:
- Provide user documentation to accompany the training sessions and
in support of the Cap Gemini tools specified in the Activities
section of the Statement of Work
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 8 of 15
Statement of Work # 04 for Titan
[LOGO]
<PAGE>
- Provide the warranty set forth in Exhibit A to this Statement of
Work (in accordance with Section 9.3 of the Agreement) with
respect to any activity or deliverables provided by Cap Gemini
pursuant to this Statement of Work.
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan
will:
- Perform all source extraction activities according to the
Pre-Renovation Scanning Extraction Guide provided by Cap Gemini.
- Identify and make available the appropriate personnel to assist in
software installation, if required.
- Identify and make available the appropriate personnel to attend
Pre-Renovation Scanning training, which will be conducted when the
message file and viewer are delivered to Titan.
- Perform all subsequent processing of the Message File provided by
Cap Gemini, including but not limited to making any program code
changes and testing of those changes.
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided
the items listed in the above section titled Deliverables for which
it is responsible.
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this Statement
of Work, Cap Gemini will, as part of this Year 2000 testing project,
provide Pre-Renovation Scanning tools, ARC services, and onsite
services to Titan for the identified source for a fixed price of 12
cents per line of code. (ACTUAL PRICE WILL DEPEND ON SCOPE).
- FIXED PRICE IS BASED ON A COST OF [...***...] PER LINE OF CODE. PRICE
IS SUBJECT TO CHANGE BASED ON LINE OF CODE COUNT (I.E., ADDITIONAL
LINES OF CODE FOR RELATED COPYBOOKS).
All out-of-scope work or variances to Cap Gemini's estimating
assumptions that require additional work or result in project delays
will be presented to Titan in the form of a Project Impact Report
for approval or acknowledgement.
The Agreement provides the terms and conditions underlying the tools
and services to be provided under this Statement of Work. This
Statement of Work, and its terms and prices, are valid for six (6)
weeks from the date on the Statement of Work. Cap Gemini will
commence this engagement upon the execution by the parties of the
Agreement, this Statement of Work, and Cap Gemini's non-disclosure
agreement (Z-1400).
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 9 of 15
Statement of Work # 04 for Titan
[LOGO]
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
This Statement of Work, including the Agreement, constitutes the entire
agreement between the parties with respect to the subject matter of
this Statement of Work. This Statement of Work and the Agreement
merge and supersede all prior oral or written agreements,
discussions, negotiations, commitments, writings or understandings,
including without limitation any representations contained in any
sales literature, brochures or other written descriptive or
advertising material and is the complete and exclusive statement of
the terms of the parties' agreement. Each of the parties acknowledges
and agrees that, in executing this Statement of Work and the
Agreement, it has not relied upon, and it expressly disclaims any
reliance upon, any representation or statement not set forth herein
or in the Agreement.
This Statement of Work may be executed in separate counterparts,
which together shall constitute a single instrument.
The parties hereto have caused this Statement of Work to be executed
by their respective duly Authorized Representatives.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Peggy A. Owens /s/ James J. Woodward
---------------------------------- --------------------------------
Name James J. Woodward
Peggy A. Owens
---------------------------------- --------------------------------
Title Senior Vice President
Business Manager
---------------------------------- --------------------------------
Date Date
19 August 1999
---------------------------------- --------------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 10 of 15
Statement of Work #04 for Titan
[CAP GEMINI LOGO]
<PAGE>
EXHIBIT A--REPRESENTATIONS AND WARRANTIES
EXHIBIT A TO STATEMENT OF WORK 04 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
PRE-RENOVATION SCANNING
In connection with Year 2000 Pre-Renovation Scanning Services provided
pursuant to the Statement of Work, CGA represents and warrants that
CGA will scan all data which the Client sends to CGA (which has been
extracted in accordance with the Extraction Guide) and that CGA will
provide an Electronic DataMap based on this source data which will
substantially conform to the description in the EDM Guide. In the
event of a breach of the foregoing warranty, Client's sole remedy
shall be for CGA to perform again the services in respect of which
the foregoing has been breached to bring them into compliance with
such warranty. Any claim for breach of the foregoing warranty must be
made by written notice to CGA within 90 days of Client's receipt of
the Electronic DataMap from CGA or said claim shall be waived.
Client recognizes that it is responsible for all information supplied
to CGA with respect to Client's Code, including without limitation
Client's review of the DataMap, if applicable. ACCORDINGLY, EXCEPT AS
SET FORTH IN THE PRECEDING PARAGRAPH AND THE IMMEDIATELY FOLLOWING
PARAGRAPH AND IN ARTICLE 9 OF THE AGREEMENT, CGA EXPRESSLY DISCLAIMS
ANY AND ALL OTHER WARRANTIES. Without limiting the foregoing, Client
recognizes that CGA specifically does not warrant that, in performing
these services, CGA will identify all Client Code which may not
properly handle dates during and after the Year 2000. THE PARTIES
RECOGNIZE AND AGREE THAT THOSE SERVICES DO NOT CONSTITUTE A
RESPONSIBILITY PROJECT AND CGA DOES NOT WARRANT ANY PARTICULAR
OUTCOME; CLIENT SHALL REMAIN SOLELY RESPONSIBLE FOR THE RESULTS
ACHIEVED IN THE EFFORTS EXPENDED WITH RESPECT TO THE PARTICULAR
STATEMENT OF WORK. IN PARTICULAR, THE PARTIES RECOGNIZE AND AGREE
THAT CGA DOES NOT WARRANT THAT THE TESTING OF CLIENT'S CODE WILL BE
COMPLETE OR MEET ANY PARTICULAR SERVICE LEVEL OR QUALITY.
CGA further represents and warrants that the software licensed to
Client by CGA pursuant to Exhibit B to the Statement of Work will
function substantially in accordance with its documentation provided
that such software has been used in accordance with operating
instructions. CGA is not responsible for obsolescence of the software
provided hereunder that may result from changes in Client's
requirements. The foregoing warranty shall apply only to the most
current version of the software at issue. CGA assumes no
responsibility for the use of superseded, outdated, or uncorrected
versions of the software.
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 11 of 15
Statement of Work #04 for Titan
[CAP GEMINI LOGO]
<PAGE>
In the event of a breach of the foregoing warranty with respect to
licensed software, CGA will use commercially reasonable efforts to
correct the defect. In the event that such defect is not corrected,
CGA will replace the software at no charge or, at CGA's option, CGA
will refund the purchase price for such software. This paragraph sets
forth Client's sole and exclusive remedy, and CGA's sole and
exclusive liability, with respect to defective software. Any claim
for breach of the foregoing warranty must be made by written notice
to CGA within 90 days of Client's receipt from CGA of the software at
issue or said claim shall be waived.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Peggy A. Owens /s/ James J. Woodward
----------------------------- -----------------------------
Name James J. Woodward
Peggy A. Owens
----------------------------- -----------------------------
Title Senior Vice President
Business Manager
----------------------------- -----------------------------
Date Date
19 August 1999
----------------------------- -----------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- --------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 12 of 15
Statement of Work #04 for Titan
[CAP GEMINI LOGO]
<PAGE>
EXHIBIT B - SOFTWARE LICENSE
EXHIBIT B TO STATEMENT OF WORK NUMBER 04 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
LICENSE RIGHTS TO MESSAGE FILE VIEWER AND ELECTRONIC DATAMAP
By this Exhibit B to Statement of Work Number 04 to the Subcontracting
Agreement - TSS-006-G060-99 dated _______, 19__ (the "Agreement"), CGA hereby
grants to Client a non-exclusive, royalty-free license to use in a
non-production environment for Client's own internal benefit in connection
with reviewing the message file generated by CGA as a result of processing
Client Code pursuant to this Statement of Work and the Agreement, the
computer software known as Message File Viewer (the "MFV"). In addition, CGA
hereby grants to Client a non-exclusive, royalty-free license to use in a
non-production environment for Client's own internal benefit the software
tool known as Electronic Data Mapper (the "EDM") in connection with
validating Electronic DataMaps produced by CGA as a result of CGA's scanning
of Client Code pursuant to this Statement of Work and the Agreement. This
license permits the Client to install the EDM on one network server only. CGA
shall deliver to Client the source code for the MFV and the object code for
the EDM. Client shall ensure that use of the MFV and EDM is made only by (i)
Client's employees, (ii) individuals or entities which sell only the services
of individuals with sufficient skills to work on Year 2000 service projects
(subject to the execution of a non-disclosure agreement providing for the
protection of the MFV and the EDM) which does not include, and Client shall
not allow access to the MFV or EDM by, any individual or entity that
otherwise sells, markets or delivers Year 2000 services, or (iii) individuals
or entities approved in advance in writing by CGA in its discretion. Client
acknowledges and agrees that CGA has no obligation under this Agreement to
provide support or updates to the MFV or the EDM. The MFV and EDM shall
constitute Private Information of CGA and shall be subject to the provisions
of Article 8 (CONFIDENTIALITY) of the Agreement. In addition, Client shall
keep the source code for the MFV in protected libraries to protect the
proprietary nature of that software. Without limiting the foregoing, Client
may not modify, translate, disassemble or decompile the MFV software or EDM
or any copy, in whole or in part.
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 13 of 15
Statement of Work # 04 for Titan
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<PAGE>
The Parties agree that both the MFV and EDM shall not be deemed to constitute
products. Furthermore, Client acknowledges and agrees that the making of any
additions, changes or other modifications to any of the MFV or EDM by anyone
(other than by CGA's TransMillennium-TM- personnel within the scope of, and
made as part of, the Year 2000 services provided under the Agreement and an
express provision of a Statement of Work) SHALL VOID ANY REPRESENTATION OR
WARRANTY OF CGA WITH REGARD TO THE MFV OR EDM.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Peggy A. Owens /s/ James J. Woodward
----------------------------------- ----------------------------------
Name James J. Woodward
Peggy A. Owens
----------------------------------- ----------------------------------
Title Senior Vice President
Business Manager
----------------------------------- ----------------------------------
Date Date
19 August 1999
----------------------------------- ----------------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 14 of 15
Statement of Work # 04 for Titan
[logo]
<PAGE>
APPENDIX 1: GENERAL SOURCE EXTRACTION GUIDELINES
The following specifies the general guidelines for extracting source
code and associated components. Please refer to the Pre-Renovation
Scanning Extraction Guide for detailed instructions.
- Titan is responsible for segregating, extracting, and shipping
to the ARC all production source components according to the
schedule identified in the Statement of Work.
- The source to be extracted should consist only of the
Pre-Renovation Scanning inventory listed in the scope section of
this Statement of Work.
- The source to be extracted should be segregated into one PDS
library for each program language, one for copybooks, and one for
JCL.
- This segregation of source data should consist of the following
libraries:
1. COBOL programs (MVS OS/VS COBOL, VS COBOL II) and/or
2. PL/1 programs (PL/1) and/or
3. Other programs (separate libraries for each language)
4. Copybooks (including screen MAPs, DCLGENs, etc.)
5. JCL
- -------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 15 of 15
Statement of Work # 04 for Titan
[logo]
<PAGE>
TABLE OF CONTENTS
SCOPE OF WORK...............................................................1
ACTIVITIES..................................................................3
PRE-TEST SCANNING PREPARATION............................................3
PRE-TEST SCANNING PROCESSING.............................................3
HELP DESK ASSISTANCE.....................................................4
DELIVERABLES................................................................5
SCHEDULE....................................................................6
ASSUMPTIONS.................................................................7
RESPONSIBILITIES............................................................7
CAP GEMINI RESPONSIBILITIES..............................................7
TITAN RESPONSIBILITIES...................................................8
COMPLETION CRITERIA.........................................................8
INVESTMENT SUMMARY..........................................................8
EXHIBIT A - REPRESENTATIONS AND WARRANTIES.................................10
EXHIBIT B..................................................................12
APPENDIX 1: GENERAL SOURCE EXTRACTION GUIDELINES...........................14
<PAGE>
STATEMENT OF WORK NUMBER # 03 FOR TITAN SOFTWARE SYSTEMS CORPORATION TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
This document and its attachments comprise Statement of Work Number
# 03 (this "Statement of Work") under the Subcontract Agreement -
TSS-006-G060-99 (the "Agreement") made as of the ___28___ day of
___July ___, 199_9_ by CAP GEMINI AMERICA LLC, a Delaware limited
liability company ("Cap Gemini") and Titan Software Systems
Corporation ("Titan" or "Client"). Capitalized terms used but not
defined in this Statement of Work shall have the meanings given to
them in the Agreement.
SCOPE OF WORK
Titan will utilize Cap Gemini's Pre-Test Scanning offering to
support its Year 2000 checking and testing efforts. Cap Gemini's
TransMillennium Services will provide Smart Walk-Through Pre-Test
Scanning tools and services for the source inventory listed in the
table below.
Pre-Test Scanning consists of tools and services that aid in Year
2000 checking and testing by providing the following:
- Smart Analysis Report and code analysis messages identifying
date logic and potential issues and related complexities in the
source code. They can be used to facilitate a walk-through of
Titan's in-house code.
- An ISPF based message viewer to allow Titan to display the code
analysis messages in-stream with the source code.
- A DataMap repository that identifies the type and format of date
related fields in all Input and Output data structures.
- Electronic cross-reference information that will facilitate the
selection of test data, such as program to dataset and program to
copybook references.
- On-Site support and services to include tool training,, ARC
coordination, Deliverable Presentation, and project management and
administration.
Because the exact size and number of Pre-Test Scans are yet to be
defined, for the purpose of this Statement of Work, scope and
schedules are shown as typical for a 1,000 COBOL program and 1,000,000
line of code project. Actual schedules will vary depending on the
language mix and size of the Pre-Test Scanning requested.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
Source Type Elements Lines of Code
-----------------------------------------------------------------------------
<S> <C> <C>
MVS OS/VS COBOL and VS COBOL II 1,000
Programs/Subprograms(1)
-----------------------------------------------------------------------------
PL/1 Programs/Subprograms(1)
-----------------------------------------------------------------------------
MicroFocus COBOL Programs
-----------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 1 of 14
Statement of Work # 03 for Titan Version 1.1-September, 1998
[Logo]
<PAGE>
-----------------------------------------------------------------------------
MVS Natural Programs
-----------------------------------------------------------------------------
Easytrieve Plus Programs
-----------------------------------------------------------------------------
Focus Programs
-----------------------------------------------------------------------------
Other Programs/Subprograms(1) (Specify Language)
-----------------------------------------------------------------------------
Related Copybooks(2)
-----------------------------------------------------------------------------
JCL(3)
Note: If no number is specified here, it is assumed
that the number of Batch Job Streams is no greater
than the number of COBOL/PL/1 programs shown above.
-----------------------------------------------------------------------------
</TABLE>
NOTE 1: For the purpose of Pre-Test Scanning, a program is defined
as any separately compilable entity.
NOTE 2: Only copybooks referenced by programs included in the
Pre-Test Scanning Inventory will be processed; unless specified, it is
assumed the number of copybooks is equal to the number of COBOL
programs above, and that the average size is 200 lines of code.
NOTE 3: Only JCL job streams which run programs included in the
Pre-Test Scanning Inventory should be sent for processing.
- -------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 2 of 14
Statement of Work # 03 for Titan Version 1.1-September, 1998
[Logo]
<PAGE>
ACTIVITIES
PRE-TEST SCANNING PREPARATION
Two week before Titan's extraction of the Pre-Testing Scanning
source identified in the Scope of Work section, Cap Gemini will
provide source extraction guidelines and assistance to Titan in
the form of:
- Pre-Test Scanning Extraction Guide
- Help Desk Support
By the end of the second business week following the receipt
of the Pre-Test Scanning Extraction Guide, Titan will stage and
extract the identified source according to the general source
extraction guidelines summarized in Appendix I of this Statement
of Work, and in the format specified in the Pre-Test Scanning
Extraction Guide. Titan will send the extracted source to
Cap Gemini's Application Renovation Center-SM- (ARC-SM-) for
Pre-Test Scanning processing.
PRE-TEST SCANNING PROCESSING
After receiving the extracted source, the ARC will scan the source
and produce the Message File and then begin the preparation of the
Smart Analysis Report. Within three (3) weeks of receiving the
extracted source, the ARC will return the Message File to Titan in
electronic format and provide a hard copy of the Smart Analysis
Report.
At the time the Message File and Smart Analysis Report are returned
to Titan, Cap Gemini will provide one (1) person on-site for two (2)
consecutive business days to conduct the following training for up to
15 Titan personnel:
- Pre-Test Scanning Introduction
- Message File Viewer (MFV)
- Smart Analysis Report Review
- Electronic Data Mapper with UDM Map Generator (EDM)
At the same time, Cap Gemini will deliver to Titan the following tools
to be used in the Pre-Test Scanning process, which shall be licensed
to Titan in accordance with the terms set forth in Exhibit B to this
Statement of Work:
- Message File Viewer (MFV)
- Electronic Data Mapper with UDM Map Generator (EDM)
Titan will load the Message File into the Message File Viewer,
review the Smart Analysis Report, and then can begin code
walk-through using the messages and report as a guide. Titan can then
make any necessary program changes manually and test the changes.
- -------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 3 of 14
Statement of Work #03 for Titan Version 1.1 September, 1998
[Cap Gemini Logo]
<PAGE>
HELP DESK ASSISTANCE
Cap Gemini will provide Help Desk assistance to Titan during the source
extraction process and for 90 days from Titan's receipt of the Message File
and the Smart Analysis Report. This assistance will be limited to telephone
support and will be available Monday through Friday from 8:00 AM until 8:00
PM Eastern Time.
- -------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 4 of 14
Statement of Work #03 for Titan Version 1.1 September, 1998
[Cap Gemini Logo]
<PAGE>
DELIVERABLES
The deliverables to be created and made available to Titan under this
Statement of Work are limited to the following:
<TABLE>
<CAPTION>
RESPONSIBILITY
DELIVERABLES --------------------------------------
(X=LEADS x=PARTICIPATES) CAP GEMINI TITAN
- -----------------------------------------------------------------------------------
<S> <C> <C>
- - Pre-Test Scanning Training X x
- Pre-Test Scanning Introduction
- Message File Viewer (MFV)
- Electronic Data Map
- Smart Analysis Report Review
- -----------------------------------------------------------------------------------
- - Cap Gemini Tools X
- MFV
- EDM
- -----------------------------------------------------------------------------------
- - Pre-Test Scanning Documentation X
- -----------------------------------------------------------------------------------
- - Extracted Source in ARC-Specified Format X
- -----------------------------------------------------------------------------------
- - Generated Message File and Smart X
Analysis Report
- -----------------------------------------------------------------------------------
- - Code Walk-Through X
- -----------------------------------------------------------------------------------
- - Help Desk Assistance X x
- -----------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 5 of 14
Statement of Work #03 for Titan Version 1.1 September, 1998
[Cap Gemini Logo]
<PAGE>
SCHEDULE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PRE-TEST
SCAN PRE-TEST SCAN
PLANNED SCHEDULE PREPARATION PROCESSING
ACTIVITY WEEK # -2 -1 1 2 3 4
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Pre-Test Scan Extraction Guide C
Extraction Help Desk Support C C
Source Extraction and Shipment A
Receipt of Extracted Source C
DataMap, Message File, Cross Reference File, C C C C
and Smart Analysis Report Creation
DataMap, Message File, Cross Reference File, C
and Smart Analysis Report Delivery
Pre-Test Scan Training C
Delivery of Cap Gemini Tools and Documentation
Pre-Test Scan Processing Start
- - DataMap Validation and Update
- - Smart Analysis Report Review A
- - Code Walk-Through
Start of 90-Day Help Desk Assistance Period C
- --------------------------------------------------------------------------------
</TABLE>
C = Cap Gemini A = Titan
- --------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 6 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
<PAGE>
ASSUMPTIONS
Cap Gemini's proposed price and schedule is based on the scope of
work, assignment of responsibilities, deliverables, and assumptions
presented in this Statement of Work. It is important to understand
the assumptions upon which Cap Gemini based its price. The
assumptions enable Cap Gemini to communicate the basis of its
approach, work estimate, and delivery schedule. They provide a
foundation on which to build mutual understanding, common
expectations, and teamwork to achieve a successful project.
If the scope of work, assignment of responsibilities (including the
timeframe for completion of such responsibilities), deliverables or
assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule and/or deliverables.
If any of these do change, a Cap Gemini Project Impact Report (PIR)
will be prepared to document the occurrence and to assess the
impact to project targets (primarily cost and due date).
- Cap Gemini's tools require that Titan's operating environment
be MVS, and that workstations have either Windows 95 or
Windows NT Version 4.0 or above operating system, with ISPF
installed on Titan's mainframe.
- Mainframe/PC Upload/Download software.
- PKZIP or WinZip that support spanned multiple diskettes.
- Titan has a pre-prepared software and hardware environment in
order to immediately install the Pre-Test Scanning toolset
during the first half-day of Pre-Test Scanning training.
- The three (3) week ARC processing of the extracted source
(scanning, Message File, and Smart Analysis Report creation)
begins when the ARC receives the COMPLETE extracted source
with no missing inventory.
- With the exception of training, ARCDRIVE processing of the
extracted source, and Help Desk assistance, Titan performs all
Pre-Test Scanning activities.
- Titan will provide acknowledgement of the acceptance of all
deliverables within five (5) working days of receipt. After
five (5) working days, deliverables will be deemed accepted by
Titan unless Cap Gemini is notified otherwise in writing.
Acceptance criteria are limited solely to Titan's receipt of
all deliverables specified in this Statement of Work for the
Source Inventory specified in the Scope of Work section.
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Cap
Gemini will:
- Provide user documentation to accompany the training sessions
and in support of the Cap Gemini tools specified in the
Activities section of the Statement of Work
- --------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 7 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
<PAGE>
- Provide the warranty set forth in Exhibit A to this Statement
of Work (in accordance with Section 9.3 of the Agreement) with
respect to any activity or deliverables provided by Cap Gemini
pursuant to this Statement of Work
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan
will:
- Perform all source extraction activities according to the
Pre-Test Scanning Extraction Guide provided by Cap Gemini.
- Identify and make available the appropriate personnel to
assist in software installation, if required.
- Identify and make available the appropriate personnel to
attend Pre-Test Scanning training, which will be conducted
when the report and electronic files are delivered to Titan.
- Perform all subsequent processing of the Message File and
Smart Analysis Report provided by Cap Gemini, including but
not limited to making any program code changes and testing of
those changes.
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has
provided the items listed in the above section titled Deliverables
for which it is responsible.
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this Statement
of Work, Cap Gemini will, as part of this Year 2000 testing
project, provide Pre-Test Scanning tools, ARC services, and onsite
services to Titan for the identified source for a fixed price of
(ACTUAL PRICE WILL DEPEND ON SCOPE).
- FIXED PRICE IS BASED ON A COST OF [...***...] PER LINE OF CODE.
PRICE IS SUBJECT TO CHANGE BASED ON LINE OF CODE COUNT (I.E.,
ADDITIONAL LINES OF CODE FOR RELATED COPYBOOKS).
All out-of-scope work or variances to Cap Gemini's estimating
assumptions that require additional work or result in project
delays will be presented to Titan in the form of a Project Impact
Report for approval or acknowledgment.
The Agreement provides the terms and conditions underlying the
tools and services to be provided under this Statement of Work.
This Statement of Work, and its terms and prices, are valid for six
(6) weeks from the date on the Statement of Work. Cap Gemini will
commence this engagement upon the execution by the parties of the
Agreement, this Statement of Work, and Cap Gemini's non-disclosure
agreement (Z-1400).
- --------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 8 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
This Statement of Work, including the Agreement, constitutes the entire
agreement between the parties with respect to the subject matter of this
Statement of Work. This Statement of Work and the Agreement merge and
supersede all prior oral or written agreements, discussions,
negotiations, commitments, writings or understandings, including without
limitation any representations contained in any sales literature,
brochures or other written descriptive or advertising material and is
the complete and exclusive statement of the terms of the parties'
agreement. Each of the parties acknowledges and agrees that, in
executing this Statement of Work and the Agreement, it has not relied
upon, and it expressly disclaims any reliance upon, any representation
or statement not set forth herein or in the Agreement.
This Statement of Work may be executed in separate counterparts, which
together shall constitute a single instrument.
The parties hereto have caused this Statement of Work to be executed by
their respective duly Authorized Representatives.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Peggy A. Owens /s/ J. Woodward
---------------------------------- ----------------------------------
Name James J. Woodward
Business Manager
---------------------------------- ----------------------------------
Title Senior Vice President
---------------------------------- ----------------------------------
Date Date
19 August 1999
---------------------------------- ----------------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- --------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 9 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
<PAGE>
EXHIBIT A--REPRESENTATIONS AND WARRANTIES
EXHIBIT A TO STATEMENT OF WORK 03 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
PRE-TEST SCANNING
In connection with Year 2000 Pre-Test Scanning Services provided
pursuant to the Statement of Work, CGA represents and warrants that CGA
will scan all data which the Client sends to CGA (which has been
extracted in accordance with the Extraction Guide) and that CGA will
provide an Electronic DataMap based on this source data which will
substantially conform to the description in the EDM Guide. In the event
of a breach of the foregoing warranty, Client's sole remedy shall be for
CGA to perform again the services in respect of which the foregoing has
been breached to bring them into compliance with such warranty. Any
claim for breach of the foregoing warranty must be made by written
notice to CGA within 90 days of Client's receipt of the Electronic
DataMap from CGA or said claim shall be waived.
Client recognizes that it is responsible for all information supplied to
CGA with respect to Client's Code, including without limitation Client's
review of the DataMap, if applicable. ACCORDINGLY, EXCEPT AS SET FORTH
IN THE PRECEDING PARAGRAPH AND THE IMMEDIATELY FOLLOWING PARAGRAPH AND
IN ARTICLE 9 OF THE AGREEMENT, CGA EXPRESSLY DISCLAIMS ANY AND ALL OTHER
WARRANTIES. Without limiting the foregoing, Client recognizes that CGA
specifically does not warrant that, in performing these services, CGA
will identify all Client Code which may not properly handle dates during
and after the Year 2000. THE PARTIES RECOGNIZE AND AGREE THAT THOSE
SERVICES DO NOT CONSTITUTE A RESPONSIBILITY PROJECT AND CGA DOES NOT
WARRANT ANY PARTICULAR OUTCOME; CLIENT SHALL REMAIN SOLELY RESPONSIBLE
FOR THE RESULTS ACHIEVED IN THE EFFORTS EXPENDED WITH RESPECT TO THE
PARTICULAR STATEMENT OF WORK. IN PARTICULAR, THE PARTIES RECOGNIZE AND
AGREE THAT CGA DOES NOT WARRANT THAT THE TESTING OF CLIENT'S CODE WILL
BE COMPLETE OR MEET ANY PARTICULAR SERVICE LEVEL OR QUALITY.
CGA further represents and warrants that the software licensed to Client
by CGA pursuant to Exhibit B to the Statement of Work will function
substantially in accordance with its documentation provided that such
software has been used in accordance with operating instructions. CGA is
not responsible for obsolescence of the software provided hereunder that
may result from changes in Client's requirements. The foregoing warranty
shall apply only to the most current version of the software at issue.
CGA assumes no responsibility for the use of superseded, outdated, or
uncorrected versions of the software.
- --------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 10 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
<PAGE>
In the event of a breach of the foregoing warranty with respect to licensed
software, CGA will use commercially reasonable efforts to correct the
defect. In the event that such defect is not corrected, CGA will replace
the software at no charge or, at CGA's option, CGA will refund the
purchase price for such software. This paragraph sets forth Client's
sole and exclusive remedy, and CGA's sole and exclusive liability, with
respect to defective software. Any claim for breach of the foregoing
warranty must be made by written notice to CGA within 90 days of
Client's receipt from CGA of the software at issue or said claim shall be
waived.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Peggy A. Owens /s/ J. Woodward
---------------------------------- ----------------------------------
Name James J. Woodward
Peggy A. Owens
---------------------------------- ----------------------------------
Title Senior Vice President
Business Manager
---------------------------------- ----------------------------------
Date Date
19 August 1999
---------------------------------- ----------------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- --------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 11 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
<PAGE>
EXHIBIT B--SOFTWARE LICENSE
EXHIBIT B TO STATEMENT OF WORK NUMBER 03 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
LICENSE RIGHTS TO MESSAGE FILE VIEWER AND ELECTRONIC DATAMAP
By this Exhibit B to Statement of Work Number 03 to the Subcontracting
Agreement -- TSS-006-G060-99 dated ______, 19__ (the "Agreement"), CGA hereby
grants to Client a non-exclusive, royalty-free license to use in a
non-production environment for Client's own internal benefit in connection
with reviewing the message file generated by CGA as a result of processing
Client Code pursuant to this Statement of Work and the Agreement, the
computer software known as Message File Viewer (the "MFV"). In addition, CGA
hereby grants to Client a non-exclusive, royalty-free license to use in a
non-production environment for Client's own internal benefit the software
tool known as Electronic Data Mapper (the "EDM") in connection with
validating Electronic DataMaps produced by CGA as a result of CGA's scanning
of Client Code pursuant to this Statement of Work and the Agreement. This
license permits the Client to install the EDM on one network server only. CGA
shall deliver to Client the source code for the MFV and the object code for
the EDM. Client shall ensure that use of the MFV and EDM is made only by (i)
Client's employees, (ii) individuals or entities which sell only the services
of individuals with sufficient skills to work on Year 2000 service projects
(subject to the execution of a non-disclosure agreement providing for the
protection of the MFV and the EDM) which does not include, and Client shall
not allow access to the MFV or EDM by, any individual or entity that
otherwise sells, markets or delivers Year 2000 services, or (iii) individuals
or entities approved in advance in writing by CGA in its discretion. Client
acknowledges and agrees that CGA has no obligation under this Agreement to
provide support or updates to the MFV or the EDM. The MFV and EDM shall
constitute Private Information of CGA and shall be subject to the provisions
of Article 8 (CONFIDENTIALITY) of the Agreement. In addition, Client shall
keep the source code for the MFV in protected libraries to protect the
proprietary nature of that software. Without limiting the foregoing, Client
may not modify, translate, disassemble or decompile the MFV software or EDM
or any copy, in whole or in part.
- -------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 12 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[CAP GEMINI LOGO]
<PAGE>
The Parties agree that both the MFV and EDM shall not be deemed to constitute
products. Furthermore, Client acknowledges and agrees that the making of any
additions, changes or other modifications to any of the MFV or EDM by anyone
(other than by CGA's TransMillennium-TM- personnel within the scope of, and
made as part of, the Year 2000 services provided under the Agreement and an
express provision of a Statement of Work) SHALL VOID ANY REPRESENTATION OR
WARRANTY OF CGA WITH REGARD TO THE MFV OR EDM.
<TABLE>
<CAPTION>
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
<S> <C>
Signature Signature
/s/ Peggy A. Owens /s/ James J. Woodward
- -------------------------------- --------------------------------
Name James J. Woodward
Peggy A. Owens
- -------------------------------- --------------------------------
Title Senior Vice President
Business Manager
- -------------------------------- --------------------------------
Date Date
19 August 1999
- -------------------------------- --------------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
</TABLE>
- -------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 13 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[CAP GEMINI LOGO]
<PAGE>
APPENDIX 1: GENERAL SOURCE EXTRACTION GUIDELINES
The following specifies the general guidelines for extracting source
code and associated components. Please refer to the Pre-Test Scanning
Extraction Guide for detailed instructions.
- Titan is responsible for segregating, extracting, and shipping to
the ARC all production source components according to the schdule
indentified in the Statement of Work.
- The source to be extracted should consist only of the Pre-Test
Scanning inventory listed in the scope section of this Statement
of Work.
- The source to be extracted should be segregated into one PDS
library for each program language, one for copybooks, and one
for JCL.
- This segregation of source data should consist of the following
libraries:
1. COBOL programs (MVS OS/VS COBOL, VS COBOL II) and/or
2. PL/1 programs (PL/1) and/or
3. Other programs (separate libraries for each language)
4. Copybooks (including screen MAPs, DCLGENs, etc.)
5. JCL
- -------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 14 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[CAP GEMINI LOGO]
<PAGE>
[LOGO of CAP GEMINI]
Peggy A. Owens October 6, 1999
Business Manager
TITAN SOFTWARE SYSTEMS CORPORATION
1900 Campus Commons Drive
Suite #600
Reston, VA 20195-1535
Re: AMENDMENT NO. 1 TO STATEMENT OF WORK #3 UNDER THE SUBCONTRACT
AGREEMENT TSS-066-G060-99 BETWEEN CAP GEMINI AMERICA, INC. AND TITAL SOFTWARE
SYSTEMS CORPORATION.
Dear Peggy:
Cap Gemini America, Inc. ("Cap Gemini") and Titan Software Systems
Corporation ("Titan") enter into this Amendment No. 1 ("Amendment") effective
as of the 8th day of October, 1999.
---
WHEREAS, Cap Gemini and Titan entered into a certain document entitled
"Subcontract Agreement - TSS-006-G060-99, ITD 57" dated as of March 23, 1999
(the "Agreement"),
WHEREAS, Cap Gemini and Titan entered into, among other Statements of Work,
Statement of Work #3 for Pre-test Scan Smart Walk-Through, dated August 19,
1999, ("SOW #3"),
WHEREAS, Cap Gemini and Titan desire to amend the SOW #3 as set forth herein,
NOW, THEREFORE, in consideration of the foregoing premises as well as the
mutual obligations herein made and undertaken, the parties, intending to be
legally bound, hereby covenant and agree as follows:
1. Add the following language to SOW #3 under the "Scope of Work"
section: "Assembler source for which total lines of code is currently
undetermined is priced at a cost of [...***...] per line of code. In
addition, the parties understand and acknowledge that "Exhibit B-
Software License" attached to SOW #3, is not applicable to this
Assembler source code. Moreover, such Assembler source code is not
subject to the previously agreed to "Exhibit A Pre-test Scanning"
representation and warranty. The only warranty language to govern
the Assembler source code is attached to this Amendment as Exhibit A
entitled "Assembler QUICKCHECK."
2. All terms and conditions of the Agreement and SOW #3 remain in full
force and effect unless explicitly modified by this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective duly authorized representatives to be effective as of
the date set forth above.
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
Please indicate your acceptance of this Amendment by signing both copies
of this Amendment and returning one fully executed original to the
undersigned.
Very truly yours,
CAP GEMINI AMERICA, INC.
By: /s/ James J. Woodward
----------------------
James J. Woodward
Senior Vice President
Agreed and Accepted:
TITAN SOFTWARE SYSTEMS CORPORATION
By: /s/ Peggy A. Owens
-------------------------------
Peggy Owens, Business Manager
<PAGE>
EXHIBIT A TO STATEMENT OF WORK #3 TO
SUBCONTRACT AGREEMENT - TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
ASSEMBLER QUICKCHECK-TM-
In connection with Year 2000 QUICKCHECK Services provided pursuant to the
Statement of Work, Cap Gemini America, Inc. ("CGA") represents and warrants
that CGA will scan all data which Titan Software Systems Corporation
("Client") sends to CGA (which has been extracted in accordance with the
Extraction Guide) and that CGA will provide a Smart Analysis Report based on
this source data which will substantially conform to the extract requirement.
In the event of a breach of the foregoing warranty, Client's sole remedy
shall be for CGA to perform again the services in respect of which the
foregoing has been breached to bring them into compliance with such warranty.
Any claim for breach of the foregoing warranty must be made by written notice
to CGA within 90 days of Client's receipt of the Smart Analysis Report from
CGA or said claim shall be waived.
CLIENT RECOGNIZES THAT THE SERVICES PROVIDED HEREUNDER ARE DEPENDENT UPON THE
INFORMATION SUPPLIED BY CLIENT TO CGA WITH REGARD TO CLIENT'S CODE. IN LIGHT
OF THIS, CGA PROVIDES THE WARRANTY SET FORTH ABOVE. WITHOUT LIMITING THE
FOREGOING, CLIENT RECOGNIZES THAT CGA SPECIFICALLY DOES NOT WARRANT THAT, IN
PERFORMING THESE SERVICES, CGA WILL IDENTIFY ALL CLIENT CODE WHICH MAY NOT
PROPERLY HANDLE DATES DURING AND AFTER THE YEAR 2000. THE PARTIES RECOGNIZE
AND AGREE THAT THOSE SERVICES DO NOT CONSTITUTE A RESPONSIBILITY PROJECT AND
CGA DOES NOT WARRANT ANY PARTICULAR OUTCOME; CLIENT SHALL REMAIN SOLELY
RESPONSIBLE FOR THE RESULTS ACHIEVED IN SUCH EFFORT. IN PARTICULAR, THE
PARTIES RECOGNIZE AND AGREE THAT CGA DOES NOT WARRANT THAT THE VALIDATION OF
CLIENT'S CODE WILL BE COMPLETE OR MEET ANY PARTICULAR SERVICE LEVEL OR
QUALITY.
EXCEPT AS SET FORTH IN THE PRECEDING PARAGRAPHS IN THIS EXHIBIT A AND
IN SECTION 3.2 OF THE AGREEMENT, CGA EXPRESSLY DISCLAIMS AND AND ALL
OTHER WARRANTIES.
<TABLE>
<CAPTION>
CAP GEMINI AMERICA, INC. TITAN SOFTWARE SYSTEMS CORPORATION
<S> <C>
By: /s/James J. Woodward By: Peggy A Owens
--------------------- -----------------------
Name: James J. Woodwared Name: Peggy A Owens
------------------- ---------------------
Tital: Senior Vice President Title: Business Manager
- ---------------------------- --------------------
Date: October 25, 1999 Date: 11/4/99
------------------- --------------------
</TABLE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SCOPE OF WORK ............................................................. 3
ACTIVITIES ................................................................ 3
20XX VALIDATION PREPARATION PHASE .................................... 4
20XX TEST READINESS CHECKPOINT ..................................... 6
VALIDATE PHASE ....................................................... 6
DELIVERABLES .............................................................. 7
SCHEDULE .................................................................. 9
PLANNED SCHEDULE ..................................................... 9
ASSUMPTIONS ............................................................... 10
RESPONSIBILITIES ......................................................... 11
CAP GEMINI RESPONSIBILITIES ......................................... 11
TITAN RESPONSIBILITIES .............................................. 12
COMPLETION CRITERIA ...................................................... 12
INVESTMENT SUMMARY ....................................................... 13
EXHIBIT A ................................................................ 15
EXHIBIT B ................................................................ 16
APPENDIX 1: SOURCE EXTRACTION GUIDELINES ................................ 18
</TABLE>
<PAGE>
STATEMENT OF WORK NUMBER #02 FOR TITAN TO CONSULTING AGREEMENT -
TRANSMILLENNIUM-TM- SERVICES
This document and its attachments comprise Statement of Work Number #01
(this "Statement of Work") under the Consulting Agreement -
TransMillennium-TM- Services (the "Agreement") made as of the ____________
day of _______________, 1999 by CAP GEMINI AMERICA, INC., a Delaware
corporation ("Cap Gemini") and The Titan Software Systems, ("Titan" or
"Client"). Capitalized terms used but not defined in this Statement of
Work shall have the meanings given to them in the Agreement.
SCOPE OF WORK
Titan's Validation Group (VG) consists of the source components listed
in the table below. A VG is a grouping of programs that are Validated
(tested) together. Cap Gemini's TransMillennium-TM- Services will assist
Titan with the Validation of the VG inventory by providing tools and
services that aid in Year 2000 testing utilizing Cap Gemini's
Application Renovation Methodology-SM- and the following tools and
services:
- A DataMap repository that identifies the type and format of date
related fields in all Input and Output data structures.
- Software to perform Data Aging using the information in the DataMap
repository.
- Electronic cross-reference information that will facilitate the
selection of test data, such as program to dataset and program to
copybook references.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
SOURCE TYPE ELEMENTS LINES OF CODE
- -------------------------------------------------------------------------------
<S> <C> <C>
MVS OS/VS COBOL and VS COBOL II
Programs (1)
- -------------------------------------------------------------------------------
Copybooks (2)
- -------------------------------------------------------------------------------
Batch Jobstreams (JCL, PROCs) (3)
- -------------------------------------------------------------------------------
</TABLE>
NOTE 1: For the purpose of Validation, a program is defined as any
separately compilable entity.
NOTE 2: Only copybooks referenced by programs included in the
Validation Inventory will be processed.
NOTE 3: Only JCL jobstreams which run programs included in the
Validation Inventory should be sent for processing.
ACTIVITIES
Certain activities of the Validate Phase occur simultaneously so that
testcases/environment (Validation Tests) to be executed during the 20XX
test can be completed as indicated in the Schedule section of this
Statement of Work to avoid delays in 20XX testing.
- --------------------------------------------------------------------------------
Cap Gemini Validation Group Page 3 of 18
Statement of Work #01 for Titan [LOGO]
<PAGE>
20XX VALIDATION PREPARATION PHASE
During this phase Cap Gemini assists with Titan in critical preparatory
work before the actual Validation Group start. Its primary purpose is to
establish the test environment for the Validate phase. Setting up the
proper Year 2000 test environment will reduce possible project impacts
later.
Cap Gemini will conduct a Pre-Kickoff meeting to overview the project,
review roles and responsibilities, and confirm the schedule. Cap Gemini
will also review with Titan the information it must provide before
extraction of the Validation Group inventory. Titan will identify
inventory groupings and naming standards and locate source entities for
all application systems and data descriptions within the Validation
group.
Following the Pre-Kickoff meeting, Cap Gemini will conduct a number of
presentations to help Titan team members better understand how to
prepare for the validation of the Validation Group. Topics will include:
- Inventory Resolution
- Extraction Guidelines
Titan will qualify, quantify, link, compile and stage the Validation
Group inventory in compile-ready format without pre-compilers and
pre-processors, other than SQL or CICS, according to the guidelines
established in the Cap Gemini Extraction Toolkit provided by Cap Gemini
and outlined in Appendix 1 of this Statement of Work. In preparation for
extraction and to help minimize occurrences of missing inventory, Titan
will compile the baseline programs from baseline source libraries and
link executable baseline load modules into baseline load libraries with
no return codes greater than 4; check load lengths against production
load modules; and mitigate the differences.
Cap Gemini will conduct a number of sessions where Titan provides
information about:
- Test Environment Requirements
- Testcase and Scenario design and execution considerations
- Unique testing techniques/tools employed
Titan will provide documentation on the Validation Tests including:
- Job Control and Procedures used for Validation Group execution.
- Remediated Sort control cards and parameter cards
- Testcase execution procedures.
- Environment description, parameters, setup, and testcase
libraries
- Testcases, naming conventions, run instructions, environmental
setup, script dependencies, and extracted test data
Cap Gemini will lead a series of meetings to develop the Validation
Specification. Signoff is required by Titan on the Validation
Specification document produced from these meetings. This forms the
basis for the test execution in a 20XX environment by Cap Gemini.
- --------------------------------------------------------------------------------
Cap Gemini Validation Group Page 4 of 18
Statement of Work #01 for Titan [LOGO]
<PAGE>
- Titan will determine the data aging factors for different
systems/applications that are part of the Validation
Group identify the specific business rules that need to
be handled, and map this information to the Validation
Tests created by Titan.
- Titan will provide the Renovation strategy employed for
Year 2000 Remediation.
- Titan will provide the Renovation Standards employed to
renovate the application programs and the solutions used
to deal with renovation complexities.
- Naming conventions
- Date field strategy
- Formats of dates
- Programmatic Date clues
- Use of Dates in Key fields
- Disposition of reports and screens
Key deliverables from the Cap Gemini and Titan led meetings are a list
of tests to be executed, names and location of all data, JCL, scenarios,
online considerations, environment description and details, time warp
factor, and overall validation execution plan.
Titan and Cap Gemini will complete their detailed project plans during
Kickoff week.
A Cap Gemini Project Manager and a Technical Solutions Architect will be
on-site for the duration of this engagement.
By the end of Kickoff week, Cap Gemini will extract the Validation Group
inventory from the libraries in which it is staged to 3480/3490
cartridges and send it to the Application Renovation Center to begin the
QuickCHECK process.
Titan will provide a special spreadsheet that contains additional date
naming standards that will accompany the extracted source to the ARC.
The Application Renovation Center (ARC) will scan the extracted
inventory, review the results, and create the DataMap and the Universal
Data Migrator (UDM) Maps.
The DataMap provides a view into the application's use of data. It
contains information about all records and parameters discovered through
the ARCDRIVE toolset, repository and technical analysis. The DataMap
Report will include:
- Data Naming Standards Used
- DataMap with low certainty items (which require review)
highlighted
- Grouping of applications using the same datasets
At the time the DataMaps, Message, and Cross Reference Files are
returned to Titan, Cap Gemini will provide the following training for up
to 15 Titan personnel:
- Data Map Review
- --------------------------------------------------------------------------------
Cap Gemini Validation Group Page 5 of 18
Statement of Work #01 for Titan [LOGO]
<PAGE>
- Electronic DataMap
- Cap Gemini's Universal Data Migrator-SM- (UDM-SM-)
- Message File Viewer
At the same time, Cap Gemini will deliver to Titan the following tools
to be used in the Validate process, which shall be licensed to Titan in
accordance with the terms set forth in Exhibit B to this Statement of
Work.
- Electronic DataMapper with UDM Map Generator
- UDM
- Message File Viewer
- System Analysis Report
20XX TEST READINESS CHECKPOINT
Upon completion of the Validation Specification by Cap Gemini and Titan
and with the data returned from the processing of the code at the ARC,
Cap Gemini and Titan must mutually agree on the readiness for entrance
into 20XX test. The following entrance criteria must be satisfied for
Cap Gemini to begin 20XX test.
- Validation Specification completed with all of the information
identified above.
- Results of analysis of code at the ARC indicate a reasonable level
of renovation quality. These results will be reviewed with Titan
and the determination will be reached jointly by Cap Gemini and
Titan.
- There is no requirement to regenerate UDMMAPs based on DataMap
Review and Message File Viewer analysis.
- The environment including sufficient MIPS, DASD, regions, and tools
as defined during the Validation Preparation phase, testdata for
data aging, and testcases are all in place and ready to be turned
over to Cap Gemini for execution.
- If the determination is made that 20XX test entrance must be
delayed, a Project Impact will be generated.
VALIDATE PHASE
Using the UDM Maps as input to UDM Cap Gemini will use UDM to age the
test data and validate date field content in preparation for Year 2000
testing. Cap Gemini will then execute the Year 2000 testcases according
to the Validation Specification document.
Cap Gemini will use UDM to advance years in the test data by increments
specified by Titan for 20XX testing. Cap Gemini will manually advance
years in the online test scripts by the same increment.
Cap Gemini will perform the 20XX test in the 20XX environment using the
incremented data and scripts to demonstrate that the testcases run to
completion. Cap Gemini will provide the 20XX test job logs to Titan for
acceptance of successful test execution. Titan will provide signed
acceptance of the 20XX test based on the execution of the Validation
Tests in using time warp data in a 20XX environment according to the
specification.
- --------------------------------------------------------------------------------
Cap Gemini Validation Group Page 6 of 18
Statement of Work #01 for Titan [LOGO]
<PAGE>
Cap Gemini will execute the testcases according to the information
provided during the Validation Preparation Phase. If a rerun rate of
over 20% is encountered for testcases due to environment problems, code
quality problems, testcase errors, data errors, or any other issues, a
Project Impact Report (PIR) will be generated.
DELIVERABLES
The deliverables to be created and made available to Titan under this
Statement of Work are limited to the following:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
RESPONSIBILITY
DELIVERABLES ---------------------------------
(X=LEADS X=PARTICIPATES) CAP GEMINI TITAN
<S> <C> <C>
- Year 2000 Project-Related Presentations X
---------------------------------------------------------------------------
- Testcase Documentation (Environment, X
JCL, etc.)
---------------------------------------------------------------------------
- Test Environment X
---------------------------------------------------------------------------
- Extraction Toolkit X
---------------------------------------------------------------------------
- Qualified, Quantified, Linked, Compiled X
and Staged Inventory
---------------------------------------------------------------------------
- Extracted VG Inventory X
---------------------------------------------------------------------------
- DataMaps X
---------------------------------------------------------------------------
- DataMap Extracts (UDMMaps) X
---------------------------------------------------------------------------
- EDM Program and Documentation X
---------------------------------------------------------------------------
- Message Files X
---------------------------------------------------------------------------
- UDM Map Generator and Documentation X
---------------------------------------------------------------------------
- Message File Viewer and Documentation X
---------------------------------------------------------------------------
- UDM and Documentation X
---------------------------------------------------------------------------
- Test Data and Scripts X
---------------------------------------------------------------------------
- Test Specification Document X
---------------------------------------------------------------------------
- Aged Test Data X
---------------------------------------------------------------------------
- 20XX Test Job Logs X
---------------------------------------------------------------------------
- 20XX Test Execution Acceptance X
---------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Cap Gemini Validation Group Page 7 of 18
Statement of Work #01 for Titan [LOGO]
<PAGE>
SCHEDULE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
PLANNED SCHEDULE PREPARATION VALIDATION
- ------------------------- ------ ----------------------------- -------------------------------------------
ACTIVITY WEEK # -1 1 2 3 4 5 6 7 8 9 10 - 14 16-16
- ------------------------- ------ ----------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Pre-Kickoff Meeting J
- ----------------------------------------------------------------------------------------------------------
Kickoff Meeting J
- ----------------------------------------------------------------------------------------------------------
Qualify, Quantify, Link,
Compile and Stage Inventory A
- ----------------------------------------------------------------------------------------------------------
Extract Inventory C
- ----------------------------------------------------------------------------------------------------------
Test Planning J J J J
- ----------------------------------------------------------------------------------------------------------
Code Scan/UDM Map Generation C C
- ----------------------------------------------------------------------------------------------------------
Review Output from Code Scan J
- ----------------------------------------------------------------------------------------------------------
Test Readiness Assessment J
- ----------------------------------------------------------------------------------------------------------
Time Warp Data C C
- ----------------------------------------------------------------------------------------------------------
Execute 20XX Test C C C C
- ----------------------------------------------------------------------------------------------------------
Accept 20XX A
- ----------------------------------------------------------------------------------------------------------
Accept & Sign-Off Project A
- ----------------------------------------------------------------------------------------------------------
</TABLE>
C = CAP GEMINI J = JOINT EFFORT A = TITAN
SCHEDULE IS BASED UPON TESTING FOR 1000 PROGRAMS.
- --------------------------------------------------------------------------------
Cap Gemini Validation Group Page 8 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
<PAGE>
ASSUMPTIONS
Cap Gemini's proposed price and schedule are based on the scope of
work, assignment of responsibilities, deliverables and assumptions
presented in this Statement of Work. It is important to understand
the assumptions upon which Cap Gemini based its price. The
assumptions enable Cap Gemini to communicate the basis of its
approach, work estimate, and delivery schedule. They provide a
foundation on which to build mutual understanding, common
expectations, and teamwork to achieve a successful project.
If the scope of work, assignment of responsibilities, deliverables
or assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule, and/or
deliverables. If any of these do change, a Cap Gemini Project
Impact Report (PIR) will be prepared to document the occurrence and
to assess the impact to project targets (primarily cost and due
date).
- The code to be validated is deemed to be Y2K ready,
and has been tested in a 19XX environment.
- TITAN will have completed the following Set-Up
activities before Week One (Kickoff week) of the
project schedule.
- Qualified, quantified, linked, compiled and staged the
Validation Group inventory as described in the
Activities section of the Statement of Work, and
according to the guidelines established in the
Extraction Toolkit provided by Cap Gemini and
summarized in Appendix 1 of this Statement of Work.
- If the work is performed at a Titan facility,
establish the 20XX test environments that comply with
the Production environment in which the Validation
Group system(s) currently reside.
- Created and tested the application program environment
test cases in a 19XX mode against the same Production
source programs sent to the ARC for UDM map creation.
- Source code is extracted according to the project
schedule. Late shipments or elements found by the ARC
to be missing from the program logic that result in
delays will result in a charge to TITAN as a Project
Impact.
- TITAN will provide sign-off of all deliverables within
five (5) working days of receipt. After five (5)
working days, deliverables will be deemed accepted by
TITAN unless Cap Gemini is notified otherwise in
writing.
- If the work is performed at a Titan facility,
initiator priority and on-line priorities at
near-production level will be available.
- Date-related changes to production programs or file
layouts since the test data was extracted that require
re-renovation of the affected programs are considered
outside the scope of this Statement of Work.
- Date-related changes to file layouts since the
programs were extracted that require regeneration of
the UDM maps are considered outside the scope of this
Statement of Work.
- --------------------------------------------------------------------------------
Cap Gemini Validation Group Page 9 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
<PAGE>
- Validate test cases that fail to complete normally due
to incorrectly resolved file complexities is
considered out of the scope of this agreement.
- This Statement of Work describes all the work to be
performed and the deliverables that will be provided.
Work or deliverables not contained in this Statement
of Work are considered out-of-scope and are excluded
form this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentiality
agreement (document Z-1400) or the Consulting
Agreement - TransMillennium-TM- Services must be signed
before holding the Pre-Kickoff Meeting by TITAN and
its third-party vendors who will be working on this
project.
- Cap Gemini will perform 21st century (20xx) testing on
the programs identified by the Titan. These programs
will be identified as part of this SOW and any
deviation will result in the creation of a Project
Impact.
- Titan will provide all test data for the programs to
be tested. It is recommended that small files (1000
records)be used for testing purposes. Delays in
providing the test data to the Cap Gemini test team
will result in a Project Impact.
- Cap Gemini will run the programs to a successful
completion but it will be the responsibility of the
Titan to verify the accuracy of the output. Smaller
test files will expedite the review process.
- If a program error results due to an existing program
problem or an incorrectly renovated program by the
Titan, Cap Gemini will document that an error has
occurred and return it to the Titan for resolution. If
the Titan prefers Cap Gemini resolve the error, this
correction will be done on a time and material basis.
If this situation occurs, a Problem Impact Report will
be generated resulting in additional costs to Titan
and/or a schedule impact.
- Cap Gemini will correct errors resulting from 20XX
tests.
- Tests will be set up with one screen test per screen
format.
- Tests will be independent and restartable.
- Titan will provide the necessary test tools (i.e.:
Hourglass, CompareX, Hyperstation, etc.).
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work,
Cap Gemini will:
- Extract the qualified, quantified and staged source,
in PDS format, from the staging libraries; extraction
from source management libraries such as Panvalet are
outside the scope of this Statement of Work.
- --------------------------------------------------------------------------------
Cap Gemini Validation Group Page 10 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
<PAGE>
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan will:
- Establish a Sponsors Committee whose members are able to make
decisions about the project and are committed to attending the
meetings
- Appoint a Project Executive and a full-time Project Manager
- Provide all necessary system support staff
- Provide adequate work space, laser printers (with at least 2M
memory), telephones (including speakerphones and analog lines),
and use of other office equipment for each Cap Gemini team member
while on-site
- Provide system access (logons, passwords) with a response time
of no more than two (2) seconds, as well as off-hours facilities
access to all Cap Gemini team members working on-site
- Provide documentation for the source to be renovated (i.e., how
programs are supposed to run and system flows for batch;
man-machine interface such as user guides for online)
- Provide documentation to Cap Gemini, including hardcopy job
output, system flows (batch JCL and on-line scripts), input
control cards, job sequences, location and naming of input/output
files and databases
- Make no file layout changes once the test databases and files
are extracted
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided the
items listed in the above section titled Deliverables for which it is
responsible.
- --------------------------------------------------------------------------------
Cap Gemini Validation Group Page 11 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
<PAGE>
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this
Statement of Work, Cap Gemini will, as part of this Year 2000
Validation Group project, help Titan Validate the identified
inventory for Validation Group 01 for a fixed price of $xxx,xxx
over xxxx weeks
All out-of-scope work or variances to Cap Gemini's estimating
assumptions that require additional work or result in project delays
will be presented to Titan in the form of a Project Impact Report for
approval or acknowledgment.
In addition, Titan will pay travel and living expenses for Cap Gemini
on-site project team members during the life for the project. These
expenses will be billed at cost and invoiced bi-weekly throughout the
term of the engagement. Cap Gemini will make every effort to minimize
these expenses.
The Agreement provides the terms and conditions underlying the
services to be provided under this Statement of Work. This Statement
of Work, and its terms and prices, are valid for six (6) weeks from
the date on the Statement of Work. Cap Gemini will commence this
engagement within six (6) weeks of signing an agreement with Titan.
- --------------------------------------------------------------------------------
Cap Gemini Validation Group Page 12 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
<PAGE>
This Statement of Work, including the Agreement, constitutes the
entire agreement between the parties with respect to the subject
matter of this Statement of Work. This Statement of Work and the
Agreement merges and supersedes all prior oral or written agreements,
discussions, negotiations, commitments, writings or understandings,
including without limitation any representations contained in any
sales literature, brochures or other written descriptive or
advertising material and is the complete and exclusive statement of
the terms of the parties' agreement. Each of the parties acknowledges
and agrees that, in executing this Statement of Work and the
Agreement, it has not relied upon, and it expressly disclaims any
reliance upon, any representation or statement not set forth herein or
in the Agreement.
This Statement of Work may be executed in separate counterparts, which
together shall constitute a single instrument.
The parties hereto have caused this Statement of Work to be executed
by their respective duly Authorized Representatives.
TITAN: CAP GEMINI AMERICA, INC.:
Signature Signature
/s/ Peggy A. Owens /s/ James J. Woodward
---------------------------------- --------------------------------
Name Name
Peggy A. Owens James J. Woodward
---------------------------------- --------------------------------
Title Title
Business Manager Senior Vice President
---------------------------------- --------------------------------
Date Date
4 May 1999 May 4, 1999
---------------------------------- --------------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- --------------------------------------------------------------------------------
Cap Gemini Validation Group Page 13 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
<PAGE>
EXHIBIT A--REPRESENTATIONS AND WARRANTIES
- -------------------------------------------------------------------------------
Cap Gemini Validation Group Page 14 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
<PAGE>
EXHIBIT B--SOFTWARE LICENSE
EXHIBIT B TO STATEMENT OF WORK NUMBER __ TO
CONSULTING AGREEMENT - TRANSMILLENNIUM-TM- SERVICES
LICENSE RIGHTS TO EDM AND UDM
By this Exhibit B to Statement of Work Number __ to the Consulting
Agreement - TransMillennium-TM- Services dated _______, 19__ (the
"Agreement"), CGA hereby grants to Client a non-exclusive, royalty-free
license to use in a non-production environment for Client's own internal
benefit (i) the software tool known as Electronic Data Mapper with the
UDM Map Generator (the "EDM") in connection with Electronic DataMaps
produced by CGA as a result of CGA's scanning of Client Code pursuant to
this Statement of Work and the Agreement, and (ii) the computer program
known as the Universal Data Migrator (the "UDM") in connection with UDM
Maps generated by the Electronic Data Mapper utilized by Client pursuant
to this Statement of Work and the Agreement. This license permits the
Client to install the EDM on one network server or one workstation only.
CGA shall deliver to Client the object code for the EDM and the UDM.
Client shall ensure that use of the EDM and the UDM is made only by (i)
Client's employees, (ii) individuals or entities which sell only the
services of individuals with sufficient skills to work on Year 2000
service projects (subject to the execution of a non-disclosure agreement
providing for the protection of the EDM and the UDM) which does not
include, and Client shall not allow access to the EDM or the UDM by, any
individual or entity that otherwise sells, markets or delivers Year 2000
services, or (iii) individuals or entities approved in advance in
writing by CGA in its discretion. Client acknowledges and agrees that
CGA has no obligation under this Agreement to provide support or updates
to the EDM or the UDM. The EDM and the UDM shall constitute Private
Information of CGA and shall be subject to the provisions of Article 8
(CONFIDENTIALITY) of the Agreement. Without limiting the foregoing,
Client may not modify, translate, disassemble or decompile the EDM or
the UDM or any copy, in whole or in part.
- -------------------------------------------------------------------------------
Cap Gemini Validation Group Page 15 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
<PAGE>
The Parties agree that the EDM and the UDM shall not be deemed to
constitute products. Furthermore, Client acknowledges and agrees that
the making of any additions, changes or other modifications to the EDM
or UDM by anyone (other than by CGA's TransMillennium-TM- personnel
within the scope of, and made as part of, the Year 2000 services
provided under the Agreement and an express provision of a Statement of
Work) SHALL VOID ANY REPRESENTATION OR WARRANTY OF CGA PURSUANT TO
ARTICLE 9 OF THE AGREEMENT WITH REGARD TO THE EDM OR THE UDM, AS
APPLICABLE.
TITAN: CAP GEMINI AMERICA, INC.:
Signature Signature
/s/ Peggy A. Owens /s/ James J. Woodward
---------------------------------- --------------------------------
Name Name
Peggy A. Owens James J. Woodward
---------------------------------- --------------------------------
Title Title
Business Manager Senior Vice President
---------------------------------- --------------------------------
Date Date
4 May 1999 May 4,1999
---------------------------------- --------------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- -------------------------------------------------------------------------------
Cap Gemini Validation Group Page 16 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
<PAGE>
APPENDIX 1: SOURCE EXTRACTION GUIDELINES
- All source code must be compiled and linked in a baseline
environment prior to extraction.
- Cap Gemini will be responsible for extracting data from the source
PDSs created by Titan. Data extraction from source management
libraries such as Panvalet are outside the scope of this Statement
of Work.
- All COBOL program inventory will be submitted in one dataset;
copybooks, Librarian and/or Panvalet Includes and DCLGENS together
in a separate dataset; JCL, PROCs and Control Statement will each
be submitted in their own datasets. This will result in five datasets
in all.
- Generated COBOL from Telon is to be submitted in a separate PDS
from the Telon source and both separate from COBOL source.
- Other languages included in the contract should be similarly
divided, named and submitted.
- DCLGENs, Librarian and/or Panvalet Includes and copybooks with the
same names must be resolved so that names are unique and sent in one
dataset.
- All JCL associated with the inventory must be submitted.
- JCL with the same names from different libraries must be resolved
so that names are unique and sent in one dataset.
- PROCs with the same names from different libraries must be resolved
so that names are unique and sent in one dataset.
- Control Statements with the same names from different libraries
must be resolved so that names are unique and sent in one dataset.
- The Cap Gemini Extraction Toolkit Guide must be followed for naming
conventions.
- AMB list (LISTDIR) for the load libraries must be sent to the ARC
electronically.
- If the DataMap is to be broken down by application (also known as
an Application Level map option), a cross reference spreadsheet
must be submitted. Column 1 must contain the application name;
column 2 must contain the member name. This is required for program
and JCL members.
- All copybooks used by DBMS should be included in an appropriate
copybook library by language type. For example, include COBOL DB2
DCLGENs in a separate copybook library. For IDMS, all programs and
copybooks must be extracted from the IDD and stored in a sequential
punch file format (special directions for IDMS will be provided at
the Pre-Kickoff Meeting).
- -------------------------------------------------------------------------------
Cap Gemini Validation Group Page 17 of 18
Statement of Work #01 for Titan [Cap Gemini Logo]
Ideas People Technolgy
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
EXECUTIVE SUMMARY............................................................................................1
SUMMARY......................................................................................................2
RENOVATE, VALIDATE, AND IMPLEMENT............................................................................3
SCOPE OF WORK................................................................................................3
ACTIVITIES...................................................................................................3
SET UP..................................................................................................3
RENOVATE PHASE..........................................................................................5
TESTING APPROACH.............................................................................................6
VALIDATE PHASE..........................................................................................7
IMPLEMENT PHASE.........................................................................................8
DELIVERABLES.................................................................................................8
SCHEDULE....................................................................................................11
TYPICAL 1,000 PROGRAM SCHEDULE.........................................................................11
ASSUMPTIONS.................................................................................................12
RESPONSIBILITIES............................................................................................13
CAP GEMINI RESPONSIBILTIES.............................................................................13
TITAN RESPONSIBILITES..................................................................................14
COMPLETION CRITERIA.........................................................................................15
SCOPE OF WORK...............................................................................................16
ACTIVITIES..................................................................................................16
20XX VALIDATION PREPARATION PHASE......................................................................16
VALIDATE PHASE.........................................................................................19
DELIVERABLES................................................................................................20
SCHEDULE....................................................................................................22
ASSUMPTIONS.................................................................................................23
RESPONSIBILITIES............................................................................................25
CAP GEMINI RESPONSIBILITIES............................................................................25
TITAN RESPONSIBILITIES.................................................................................25
COMPLETION CRITERIA.........................................................................................25
INVESTMENT SUMMARY..........................................................................................26
EXHIBIT A -- REPRESENTATIONS AND WARRANTIES -- RENOVATE VALIDATE AND IMPLEMENT..............................28
EXHIBIT A -- REPRESENTATIONS AND WARRANTIES -- VALIDATION ONLY..............................................29
EXHIBIT B...................................................................................................31
<PAGE>
APPENDIX 1: SOURCE EXTRACTION GUIDELINES....................................................................33
APPENDIX 2: RENOVATION STANDARDS............................................................................34
APPENDIX 3: PROGRAM COMPLEXITY LEVELS.......................................................................38
APPENDIX 4: MILESTONE PAYMENT SCHEDULE......................................................................39
</TABLE>
<PAGE>
STATEMENT OF WORK NUMBER #01 FOR TITAN SOFTWARE SYSTEMS CORPORATION TO
SUBCONTRACTING AGREEMENT -- TSS-006-G060-99
This document and its attachments comprise Statement of Work Number #01
(this "Statement of Work") under the Subcontract Agreement TSS-006-G060-99
(the "Agreement") made as of the ____________________________ day of
___________, 199__ by CAP GEMINI AMERICA LLC, a Delaware limited liability
company ("Cap Gemini") and Titan Software Systems Corporation ("Titan" or
"Client"). Capitalized terms used but not defined in this Statement
of Work shall have the meanings given to them in the Agreement.
EXECUTIVE SUMMARY
At Titan's request and direction, Cap Gemini agrees to perform
services for The Government of the District of Columbia ("DC
Government") consistent with this Statement of Work. Parties agree that
contractual obligations are between Cap Gemini and Titan and Cap Gemini
shall have no liability to DC Government.
Cap Gemini has focused its Year 2000 offering on the biggest part
of the Year 2000 challenge, the mainframe programs. Therefore, we are
prepared to support Titan in providing language renovation services to
Titan's client, DC Government, in the following areas:
- COBOL
- Easytrieve
- Focus
With this in mind, we also understand that the DC Government has a
significant inventory to be remediated and/or tested. Cap Gemini
proposes a strategy for handling this volume of work, provided
some significant assumption are realized:
- Subject Matter Experts (SMEs) will be available from Titan to
develop and produce test cases for validation activities
- Baseline development and execution are accomplished according
to the project schedule
- SMEs will review the DataMaps according to the project
schedule
- Testing environment will be made available by Titan that can
handle the anticipated work load
- SMEs and the Cap Gemini project team will work together to
develop a selective testing strategy -- generally, testing
only the programs that have changed. This is an increased risk
for Titan inasmuch as not all of the programs will be tested.
Titan should review all of the assumptions outlined throughout
this document.
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 1 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[Cap Gemini Logo]
<PAGE>
Understanding the stringent requirements and time constraints, Cap
Gemini is proposing to perform an accelerated approach to addressing
the Year 2000 challenges at Titan's client, the DC Government. We
propose to perform a Set-Up to prepare the environment and get ready
for the accelerated project. The Set-Up will take approximately one
month. Success in a project like this depends not only on an excellent
and proven technical approach, but also requires a significant and
disciplined project management approach. Cap Gemini will use its
ISO9001 certified quality system, PERFORM-Registered Trademark-, to
manage this effort. Because of the unusual size and time constraints of
this project, Cap Gemini proposes that Titan and Cap Gemini establish a
Sponsor's Committee to oversee these efforts. This Sponsor's Committee
is consistent with PERFORM-Registered Trademark- requirements. We
suggest that Senior management of both organizations participate in the
oversight effort. Mike Meyer, Cap Gemini's President and Jerry Nuzum,
Cap Gemini's COO have both expressed interest in this effort and will
be involved in status reporting. Jim Woodward, Cap Gemini Senior Vice
President who is responsible for TransMillenium-TM- Services is
planning to participate in the Sponsor's Committee.
SUMMARY
The Cap Gemini strategy is integrated and end-to-end. Because our
approach is truly repository based, once knowledge about a date is
gained, it is available for the renovation, and validation
activities. The Cap Gemini approach is focused on understanding the
data and dates preceding any program or file changes, therefore the
renovation occurs smoothly and accurately, and problems in testing are
minimized. We believe that because we focus on understanding the
specifics of what is to be done, that the amount of "re-do" because of
incomplete information or information understood in different ways is
minimized. Additionally, the leverage of the DataMap provides
consistency throughout the entire project life cycle.
This document contains two sections--Scope, Activities,
Deliverables, Phase Descriptions, Deliverables and Assumptions for
Renovate, Validate, Implement and Test Only projects.
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 2 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[Cap Gemini Logo]
<PAGE>
RENOVATE, VALIDATE, AND IMPLEMENT
SCOPE OF WORK
Titan's Implementation Groups (IG) consists of the source
components listed in the table below. Each IG is a grouping of
programs that are Renovated, Validated, and Implemented together. Cap
Gemini's TransMillennium-TM- Services will assist Titan in providing its
client with the Set Up, Renovation, Validation and Implementation of the
IG inventory using Cap Gemini's Application Renovation Methodology-SM-
and its automated ARCDRIVE-SM- toolset.
Cap Gemini has agreed to handle Implementation Groups composed of:
- Mainframe COBOL
- Microfocus COBOL
- Focus
- Easytrieve
For each Implementation Group, Titan will supply the specific
scope in terms of:
- Number of Elements by language type
- Lines of Code
- Copybooks
- Jobstreams (JCL & Procs)
Note 1: Unless specified, Cap Gemini assumes the average program
size is 1,500 lines of code.
Note 2: Unless specified, Cap Gemini assumes the number of
copybooks is equal to the number of programs above, and the average
size is 200 lines of code.
Note 3: Unless specified, Cap Gemini assumes the number of batch
jobstreams is equal to the number of programs above, and the average
size is 100 lines of code.
Note 4: Easytrieve can be included in the scope of work included
in this Statement of Work. Once the number of programs is determined
Cap Gemini will provide a separate pricing for the Easytrieve portion
of the inventory.
ACTIVITIES
Set Up precedes the start of the Implementation Group. Certain
activities of the Renovate and Validate Phases occur simultaneously so
that Baseline is complete as indicated in the Schedule section of this
Statement of Work to avoid delays in 19XX and 20XX testing.
SET UP
Set Up will help Titan get off to a running start by performing
critical preparatory work before the actual Implementation Group start.
Its primary purpose is to establish the test environment for the
Renovate, Validate and Implement phases. Setting up the proper Year
2000 environment will reduce possible project impacts later.
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 3 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[Cap Gemini Logo]
<PAGE>
During Set Up, Cap Gemini will conduct a Pre-Kickoff meeting to overview
the project, review roles and responsibilities, and confirm the
schedule. Cap Gemini will also review with Titan the information it must
provide before extraction of the Implementation Group inventory,
including:
- For all application systems and data descriptions to be analyzed,
Titan will:
- Identify inventory groupings and naming standards
- Locate source entities
- Titan will provide insight on the current use of dates and initial
guidance on the technical solution, including:
- Naming Conventions - Date Field Strategy - Formats of Dates
- Programmatic Date - Use of Dates in Key - Disposition of
Clues Fields Reports and Screens
Following the Pre-Kickoff meeting, Cap Gemini will conduct a number of
presentations to help Titan team members better understand how to
prepare for the renovation, validation and implementation of the
Implementation Group. Topics will include:
- Inventory Resolution
- Extraction Guidelines
- Technical Approach
- Test Environment Requirements
- Validation Process Overview
- Baseline Creation
Titan will qualify, quantify, link, compile and stage the Implementation
Group inventory in compile-ready format without pre-compilers and
pre-processors, other than SQL or CICS, according to the guidelines
established in the Cap Gemini Extraction Toolkit provided by Cap Gemini
and outlined in Appendix 1 of this Statement of Work. In preparation for
extraction and to help minimize occurrences of missing inventory, Titan
will compile the baseline programs from baseline source libraries and
link executable baseline load modules into baseline load libraries with
no return codes greater than 4; check load lengths against production
load modules; and mitigate the differences.
Titan will establish at least four (4) separate test environments --
Baseline, 19XX, 20XX, and Production (for service and load libraries) --
that reflect the Production environment in which the Implementation
Group system(s) currently resides. Titan will create the Baseline
application program environment from the same Production source programs
that are to be extracted and sent to the ARC for renovation, and as
specified in the Baseline Testing Guide provided by Cap Gemini.
Following Baseline training, Titan team members will begin developing
the Baseline data and scripts for the Implementation Group. Because it
is the basis for all subsequent testing in the Validate Phase, Baseline
creation should commence as soon as possible.
During Set Up, both Cap Gemini and Titan will create their detailed
project plans.
- --------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 4 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
<PAGE>
RENOVATE PHASE
Titan and Cap Gemini will complete their detailed project plans during
Kickoff week.
During Kickoff week, Cap Gemini will facilitate Implementation
Group-specific complexity analysis sessions for the Titan Subject Matter
Experts (SMEs) to identify complexities in the Implementation Group and
to select/devise the approaches to addressing the complexities. These
SMEs should be the technical people responsible for maintaining the
systems to be renovated.
By the end of Kickoff week, Cap Gemini will extract the Implementation
Group inventory from the libraries in which it is staged to 3480/3490
cartridges and send it to the Application Renovation Center to begin the
renovation process. The ARC will scan the extracted inventory, review the
results, and create the DataMap.
Titan will provide a special spreadsheet that contains additional date
naming standards that will accompany the extracted source to the ARC.
Application programs can be coded in such a way that it is very
difficult or even impossible to uncover date fields using any manual or
automated technique without having application specific knowledge or
documentation. To maximize application renovation success given the
challenges of finding all dates, Cap Gemini will:
- Track discoverable date fields through their interaction with other
fields to uncover hidden date fields
- Automate an integrated rapid analysis tool for technical domain
analysis
- Focus and facilitate application domain analysis by providing the
DataMap for Titan application specialist review, customization, and
specification sign-off
While the ARC is creating the DataMap, Cap Gemini and Titan will begin
to create the Renovation Specification, which forms the basis for all
code renovation activities and which allows Titan to influence the
specifics of its code renovation. The Renovation Specification consists
of three parts:
- The renovation complexities (those identified complexities that
directly affect renovation, such as dates in keys) and their
associated solutions
- The confirmed DataMap, which details the type and disposition for
each date field in each record layout
- The Renovation Standards, which document the expected renovation
results and which are included in Appendix 2 of this Statement of
Work
The DataMap will be sent to Titan to confirm and augment the ARC
automated and technical domain discovery process. Cap Gemini will
conduct DataMap and Renovation Standards presentations for Titan to
coincide with the arrival of the DataMap.
The DataMap provides a view into the application's use of data. It
contains information about all records and parameters discovered through
the ARCDRIVE toolset, repository and technical analysis. The DataMap
Report will include:
- Data Naming Standards Used
- DataMap with low certainty items (which require review) highlighted
- --------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 5 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
<PAGE>
Titan will review and confirm the DataMap using SMEs knowledgeable about
the applications, file structures and data included in the IG inventory,
including the following:
- Reviewing, modifying and validating all date field classifications
- Reviewing, modifying and validating all date field dispositions
- Identifying all multi-format record conditions
- Reviewing, modifying, validating and identifying all new
relationships of existing DataMap/Dataset groupings and DataMaps
and Datasets not otherwise grouped
- Identifying any date fields not identified
- Identifying all fields requiring alignment
During DataMap confirmation, limited individual date fields may be
designated for renovation using expansion to address IG-specific
complexities such as a date in a key field.
After Titan confirms the DataMap and approves the Renovation
Specification, Cap Gemini will use its automated ARCDRIVE technology to
physically renovate the Implementation Group inventory based on the Titan
Renovation Specification. Cap Gemini will return the following to Titan
on 3480/3490 cartridges:
- Renovated, work station pre-compiled programs, with internal
line-of-code records (comments inserted)
- All other renovated Implementation Group components, with internal
line-of-code records (comments inserted) that document all
ARC-created changes made to the code during renovation
- DataMap Extracts for use during Validate and Implement phases
Cap Gemini will also return an External Change Log with the cartridges.
If the confirmed DataMap indicates an expanded record, Cap Gemini will
use its Universal Data Migrator-SM- (UDM-SM-) tool to create a model
batch bridge for Titan's use.
Cap Gemini will deliver and assist in the installation of its Year 2000
CALLed modules (e.g., CGACVT) invoked by the renovated code. Cap Gemini
will grant to Titan a non-exclusive, royalty-free license to sublicense
to DC Government, solely for DC Government's internal use, the inserted
software subroutines. The terms of the license are described in Exhibit
B of this Statement of Work.
TESTING APPROACH
The validation step is composed of a variety of testing activities. Cap
Gemini's view is that a Year 2000 Renovation Project is a type of
conversion activity. Because the project is a conversion, the business
functionality of the programs is not disturbed, only the ability to
process dates correctly. With this in mind, our clients develop a
Baseline that reflects a set of test cases whereby only date-related
logic of the applications are tested. The Baseline reflects the amount of
risk our clients are willing to accept based on the importance of the
application to the business, and thereby testing duration and costs can
be controlled. Some applications require significant testing, others not
as extensive. In this Statement of Work, the parties will perform
selective testing, testing the programs that been renovated. Our
standard approach includes the following testing activities:
- --------------------------------------------------------------------------------
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Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
<PAGE>
- Baseline--a client driven and executed step. The Baseline
development is a critical testing activity. In the Baseline, our
client establishes a separate test environment for the Baseline,
develops or uses existing test cases, prepares test data, and
executes the Baseline and captures the results. This step
demonstrates the "as is" of the Implementation Group. Key outputs
are saved and will become the basis of comparison.
- 19XX Test--this is the actual first test performed, and would be
executed in the client 19XX environment. The objective of the 19xx
test is to demonstrate that no defects were introduced as a result
of the renovation process. The 19xx test uses the same inputs as
the Baseline. The dates in these inputs are expanded using our
Universal Data Migrator-SM- (UDM-SM-) tool as appropriate. The
19XX test is run using the renovated source components, and the
outputs are compared using a tool such as CompareX to the outputs
from the Baseline. If our client decides to expand dates, UDM will
expand the corresponding Baseline outputs. Any differences are
reconciled. These outputs are the deliverable from the 19XX test.
- 20XX Test--the objective of the 20XX test is to demonstrate that
the programs process dates spanning 1999 to 2000 properly. The 20XX
test is accomplished by "time-warping" the test data used in the
19XX test with our UDM tool. Because UDM uses an extract of the
same Data Map used to renovate the source components, it has the
same knowledge of the location and format of the dates in the test
data. Time Warping occurs by adding a fixed number of years to all
dates in the input test data. UDM facilitates this Time Warping in
a user-friendly manner--through the use of a parameter. The 20XX
test is run, and compared to the outputs of the Baseline (also Time
Warped).
VALIDATE PHASE
During the Validate Phase, using the "selective testing" approach, up to
30% of the programs identified in the Scope of Work will be validated.
Cap Gemini believes that selective testing is necessary to achieve the
aggressive project schedule. Titan will identify which programs will be
validated, and for these programs, Titan will finalize test
environments, scripts and data, and provide independent and restartable
tests for the programs to be tested. Titan will run the final Baseline
using the prepared test scripts and test data in the Baseline
environment created for the Implementation Group, capturing all input,
output and intermediate files and reports. Titan will run the Baseline
from an environment separate from Production with sufficient DASD as
required by the Baseline plans and scripts.
Cap Gemini will install and initiate UDM for the Implementation Group,
and will activate the DataMap extracts returned from the ARC with the
renovated code. Cap Gemini will grant to Titan a non-exclusive,
royalty-free license to sublicense to DC Government, solely for DC
Government's internal use, the UDM. The terms of the license are
described in Exhibit B of this Statement of Work. Cap Gemini will
conduct a session for Titan on the use of UDM and will provide user
documentation.
- --------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 7 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
<PAGE>
Cap Gemini will perform the 19XX test by running the renovated code in
the 19XX environment using the Baseline test scripts (on-line) and
scripted jobstreams (batch). Cap Gemini will execute compares of all
19XX input, output and intermediate files and reports to the Baseline
results. Cap Gemini will provide these comparison results to Titan for
review and acceptance (sign-off).
Cap Gemini will use UDM to advance years in the Baseline data by a
consistent increment, specified by Titan, for 20XX testing. Cap Gemini
will manually advance years in the Baseline scripts by the same
increment.
Cap Gemini will perform the 20XX test on the renovated code in the 20XX
environment using the incremented data and scripts to demonstrate that
the renovated programs run to completion. Cap Gemini will provide the
20XX test job logs to Titan for acceptance of successful job completion.
Titan will provide signed acceptance of the 20XX test based on the
validity of the 20XX test execution.
Because 20XX test results are expected to contain legitimate differences
from Baseline and 19XX results, Titan will provide SMEs to anticipate
the expected results and to verify the correctness of the actual results.
IMPLEMENT PHASE
Titan will freeze (prohibit further changes to) the Production version
of the Implementation Group entities when the Production source code is
copied to new libraries for resynchronization with the renovated source
code. Titan will execute a proper back up of production source, load
libraries, JCL, and necessary data (files and databases).
Cap Gemini and Titan will compare the frozen production source to the
original Baseline source, using a comparison tool provided by Titan and
approved by Cap Gemini, to identify and assess Production changes that
could impact the implementation process.
Cap Gemini and Titan will synchronize the Baseline, Production and
renovated source, using a resynchronization tool provided by Titan and
approved by Cap Gemini, to produce the Implementation Group's final
Production source for implementation.
Titan will convert Production data and install bridges, if necessary.
Titan will move the renovated Implementation Group components into
Production.
DELIVERABLES
The deliverables to be created and made available to Titan under this
Statement of Work are limited to the following:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
RESPONSIBILITY
DELIVERABLES ---------------------------------
(X=LEADS X=PARTICIPATES) CAP GEMINI TITAN
<S> <C> <C>
SET UP
- Year 2000 Project-Related Presentations X
---------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 8 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
RESPONSIBILITY
DELIVERABLES ---------------------------------
(X=LEADS X=PARTICIPATES) CAP GEMINI TITAN
<S> <C> <C>
---------------------------------------------------------------------------
- Test Environments (Baseline, 19XX, X
20XX, Production)
---------------------------------------------------------------------------
- Extraction Toolkit X
---------------------------------------------------------------------------
- Baseline Testing Guide X
---------------------------------------------------------------------------
- Qualified, Quantified, Linked, Compiled X
and Staged Inventory
---------------------------------------------------------------------------
RENOVATE
- Project Quality Plan X
---------------------------------------------------------------------------
- Detailed Project Plans X X
---------------------------------------------------------------------------
- Extracted IG Inventory X
---------------------------------------------------------------------------
- IG-Specific Complexity Analysis Sessions X X
---------------------------------------------------------------------------
- Identified IG Complexities X
---------------------------------------------------------------------------
- IG Complexity Solutions X X
---------------------------------------------------------------------------
- Unconfirmed DataMaps X
---------------------------------------------------------------------------
- DataMap Review and Renovation Standards X
Presentations
---------------------------------------------------------------------------
- Renovation Specification
- Renovation Complexities/Solutions X X
---------------------------------------------------------------------------
- Confirmed DataMap X
---------------------------------------------------------------------------
- Renovation Standards X
---------------------------------------------------------------------------
- Renovated source (programs, copybooks, X
JCL, PROCs, etc.) with line-of-code
comments documenting each change made
---------------------------------------------------------------------------
- External Change Log X
---------------------------------------------------------------------------
- DataMap Extracts X
---------------------------------------------------------------------------
- Required Year 2000 Called Modules X
(subroutines)
---------------------------------------------------------------------------
- Called Modules Guide X
---------------------------------------------------------------------------
- Model Batch (UDM) Bridge(s) (if required) X
---------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 9 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
-----------------------------
(X = LEADS X = PARTICIPATES) CAP GEMINI TITAN
- -------------------------------------------------------------------------------
<S> <C> <C>
VALIDATE -- 30% OF INVENTORY IDENTIFIED IN
THE SCOPE OF WORK SECTION
- - Baseline Test Data and Scripts X
- -------------------------------------------------------------------------------
- - Completed Baseline with Capture of All X
Input, Output and Intermediate Files and
Reports
- -------------------------------------------------------------------------------
- - Universal Data Migrator (UDM) X
- -------------------------------------------------------------------------------
- - UDM Guide X
- -------------------------------------------------------------------------------
- - UDM Training X
- -------------------------------------------------------------------------------
- - 19XX Test Results X
- -------------------------------------------------------------------------------
- - 19XX Test Acceptance X
- -------------------------------------------------------------------------------
- - Time-Warped Baseline Data X
- -------------------------------------------------------------------------------
- - 20XX Test Job Logs X
- -------------------------------------------------------------------------------
- - Determination of 20XX Test Correctness X
- -------------------------------------------------------------------------------
- - 20XX Test Acceptance X
- -------------------------------------------------------------------------------
IMPLEMENT
- - Freeze Notification X
- -------------------------------------------------------------------------------
- - Resynchronized Source Code X X
- -------------------------------------------------------------------------------
- - Production-ready UDM Bridges (if required) X
- -------------------------------------------------------------------------------
- - Converted Production Data, if necessary X
- -------------------------------------------------------------------------------
- - Migrated (to Production) IG Components X
- -------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 10 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
SCHEDULE
TYPICAL 1,000 PROGRAM SCHEDULE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
I
M
P
PLANNED SCHEDULE RENOVATE / VALIDATE L
(Titan Set Up activities as defined in section titled Assumptions, must be complete E
before Renovate and Validate can start) M
E
N
T
--------------------------------------------------------------------------------------------------------------------------------
ACTIVITY WEEK # -2 -1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Pre-Kickoff Meeting J
Kickoff Meeting J
Extract Inventory C
Create DataMaps C C
Identify Complexities J J J
Solve Complexities J J J
Confirm DataMaps T T
Finalize Renovation
Specification J
Renovate Source C C C C
Execute Baseline T T T T T T T T T
Execute 19XX Test C C C C C C C C
Accept 19XX Results A A A A A A A A
Execute 20XX Test C C C C C C C C
Verify 20XX Results A A A A A A A A
Accept 20XX A A A A A A A A
Freeze Production
Inventory T
Compare Baseline &
Production Source J
Resync Source J
Accept & Sign-Off
Project T
-2 -1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23
--------------------------------------------------------------------------------------------------------------------------------
C = Cap Gemini J = Joint Effort T = Titan
</TABLE>
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 11 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
ASSUMPTIONS
Cap Gemini's proposed price and schedule are based on the scope of work,
assignment of responsibilities, deliverables and assumptions presented
in this Statement of Work. It is important to understand the assumptions
upon which Cap Gemini based its price. The assumptions enable Cap Gemini
to communicate the basis of its approach, work estimate, and delivery
schedule. They provide a foundation on which to build mutual
understanding, common expectations, and teamwork to achieve a successful
project.
If the scope of work, assignment of responsibilities, deliverables or
assumptions change, it may be necessary to modify our mutual expectations
of the project's cost, schedule and/or deliverables. If any of these do
change, a Cap Gemini Project Impact Report (PIR) will be prepared to
document the occurrence and to assess the impact to project targets
(primarily cost and due date).
- The technical approach to the renovation will be INTERPRETATION.
- The program high, medium, low complexity mix is 1:1:1, as described
in Appendix 3 of this Statement of Work.
- Screens and reports will not be changed.
- A "selective testing" approach will be utilized. Selective testing
tests the programs that have been changed, and other programs
identified by Titan. We believe that selective testing is necessary
to achieve the aggressive project schedule. Assumptions surrounding
selective testing are:
- 30% of the programs will be tested
- Titan will identify the programs to be tested
- Titan will provide independent and restartable tests for the
programs to be tested
- Titan will contract directly with DC Government and IBM to provide
Data Center services for testing for IBM MVS based mainframe testing.
Titan represents that the DC Government agrees to absorb all costs
associated with providing Data Center services, including required
software and systems programming support.
- Should Titan provide Cap Gemini with Microfocus COBOL code, Titan
will provide Cap Gemini with a suitable testing environment.
- Titan will have completed the following Set-Up activities before Week
One (Kickoff week) of the project schedule:
- Qualified, quantified, linked, compiled and staged the
Implementation Group inventory as described in the Activities
section of the Statement of Work, and according to the guidelines
established in the Extraction Toolkit provided by Cap Gemini and
summarized in Appendix I of this Statement of Work.
- For each concurrent IG--established at least four separate test
environments -- Baseline, 19XX, 20XX and Production (for service
and load libraries) -- that comply with the Production environment
in which the Implementation Group system(s) currently reside.
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 12 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
- Created the Baseline application program environment from the same
Production source programs that are to be extracted and sent to the
ARC for renovation
- Extracted source code and confirmed DataMaps are expected to be
received according to the project schedule. Late shipments or
elements found by the ARC to be missing from the program logic that
results in delays will be charged to Titan as project Impacts.
- Titan will include whole applications, as opposed to selected pieces,
in the Implementation Group inventory to allow the ARCDRIVE
toolset to detect hidden dates and resolve usage.
- Titan will confirm the DataMaps within twenty (10) ten business days of
receiving the DataMaps from the ARC.
- Titan will provide sign-off deliverables within five (5) working days
of receipt. After five (5) working days, deliverables will be deemed
accepted by Titan unless Cap Gemini is notified otherwise in writing.
- Renovation will be limited to date fields and date-related fields.
- Any required bridging will be limited to batch bridges and will be
accomplished using the standard Cap Gemini UDM utility.
- Resolution of issues not specified in the Renovation Specification that
result in renovation errors are outside the scope of this Statement of
Work.
- Baseline tests will be independent, repeatable, and restartable.
- Initiator priority and on-line priorities at near-production level will
be available.
- Baseline test data will not exceed the lesser of 1% of production test
data or 1,000 records to create manageable test data volumes.
- Date-related changes made to production programs or file layouts since
the Baseline was extracted that require re-renovation of the affected
programs are considered outside the scope of this Statement of Work.
- This Statement of Work describes all the work to be performed and the
deliverables that will be provided. Work or deliverables not contained in
this Statement of Work are considered out-of-scope and are excluded from
this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentiality agreement (document
Z-1400) or the Consulting Agreement - TransMillenium-TM- Services must be
signed before holding the Pre-Kickoff Meeting by Titan and its client, DC
Government's third-party vendors who will be working on this project.
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Cap
Gemini will:
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 13 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
- Extract the qualified, quantified and staged source in PDS format,
from the staging libraries; extraction from source management libraries
such as Panvalet are outside the scope of this Statement of Work
- Handle any re-renovation due to changed specifications or changes to
production following extraction as Project Impacts
- Conduct a checkpoint meeting with Titan when the renovated code is
returned from the ARC to review the Renovation results and deliverables,
and the Validation strategy
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan will:
- Establish a Sponsors Committee whose members are able to make
decisions about the project and are committed to attending the meetings
- Appoint a Project Executive and a full-time Project Manager
- Provide Subject Matter Experts (SMEs) knowledgeable of the
applications, file structures and data included within the Implementation
Group to participate primarily in building the Baseline tests, developing
the Renovation Specification, confirming the DataMap, and reviewing the
20XX test results
- Provide all necessary system support staff
- Provide adequate work space, laser printers (with at least 2M memory),
telephones (including speakerphones and analog lines), and use of other
office equipment for each Cap Gemini team member while on-site
- Provide system access (logons, passwords) with a response time of no more
than two (2) seconds, as well as off-hours facilities access to all Cap
Gemini team members working on-site
- Provide to Cap Gemini the compile and link JCL and procedures used to
resolve the inventory and compile the Baseline
- Provide and install debugging, capture/playback, comparison and
resynchronization tools, as documented in the Tools Guide provided by
Cap Gemini, prior to Baseline execution
- Provide documentation for the source to be renovated (i.e., how programs
are supposed to run and system flows for batch; man-machine interface
such as user guides for online)
- Provide Baseline documentation to Cap Gemini, including hardcopy job
output, system flows (batch JCL and on-line scripts) input control cards,
job sequences, location and naming of input/output files and databases
- Minimize date-related changes to production programs and make no file
layout changes once the Baseline is extracted
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 14 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
- Modify production JCL to incorporate any required bridges and prepare
turnover procedure for implementation to production
- Plan conversion of the production data, test the conversion programs,
and document the conversion procedure
- Provide copy and load libraries
- Provide the compile, link and bind procedures for migration to
production
- Be responsible for all implementation activities and review its
procedures for volume promotion
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided the
items listed in the above section titled Deliverables for which it is
responsible.
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 15 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
SCOPE OF WORK
Titan's Validation Group ("VG") consists of the source components listed
in the table below. A VG is a grouping of programs that are Validated
(tested) together. Cap Gemini will assist Titan with the Validation of the VG
inventory by providing tools and services that aid in Year 2000 testing
utilizing Cap Gemini's Application Renovation Methodology-SM- and the
following tools and services:
- A DataMap repository that identifies the type and format of the date
related fields in all Input and Output data structures.
- Software to perform Data Aging using the information in the DataMap
repository.
- Electronic cross-reference information that will facilitate the
selection of test data, such as program to dataset and program to
copybook references.
--------------------------------------------------------
SOURCE TYPE | ELEMENTS | LINES OF
| | CODE
--------------------------------------------------------
MVS OS/VS COBOL and VS COBOL II | |
Programs (1) | |
--------------------------------------------------------
Copybooks (2) | |
--------------------------------------------------------
Batch Jobstreams (JCL, PROCs) (3) | |
--------------------------------------------------------
NOTE 1: For the purpose of Validation, a program is
defined as any separately compliable entity.
NOTE 2: Only copybooks referenced by programs
included in the Validation Inventory will be
processed.
Note 3: Only JCL jobstreams which run programs
included in the Validation Inventory should be
sent for processing.
ACTIVITIES
Certain activities of the Validate Phase occur simultaneously so that
testcases/environment (Validation Tests) to be executed during the 20XX
test can be completed as indicated in the Schedule section of this
Statement of Work to avoid delays in 20XX testing.
20XX VALIDATION PREPARATION PHASE
During this phase Cap Gemini assists Titan in critical preparatory work
before the actual VG start. The primary purpose of this Phase is to
establish the test environment for the Validate phase. Setting up the
proper Year 2000 test environment may reduce possible project impacts
later.
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 16 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
CAP GEMINI WILL CONDUCT A PRE-KICKOFF MEETING TO OVERVIEW THE PROJECT,
REVIEW ROLES AND RESPONSIBILITIES, AND CONFIRM THE SCHEDULE. CAP GEMINI
WILL ALSO REVIEW WITH TITAN THE INFORMATION IT MUST PROVIDE BEFORE
EXTRACTION OF THE VALIDATION GROUP INVENTORY. TITAN WILL IDENTIFY
INVENTORY GROUPINGS AND NAMING STANDARDS AND LOCATE SOURCE ENTITIES FOR
ALL APPLICATION SYSTEMS AND DATA DESCRIPTIONS WITHIN THE VALIDATION
GROUP.
Following the Pre-Kickoff meeting, Cap Gemini will conduct a number of
presentations to help Titan team members better understand how to
prepare for the validation of the Validation Group. Topics will include:
- Inventory Resolution
- Extraction Guidelines
Titan will qualify, quantify, link, compile and stage the Validation
Group inventory in compile-ready format without pre-compilers and
pre-processors, other than SQL or CICS, according to the guidelines
established in the Cap Gemini Extraction Toolkit provided by Cap Gemini
and outlined in Appendix 1 of this Statement of Work. In preparation
for extraction and to help minimize occurrences of missing inventory,
Titan will compile the baseline programs from baseline source libraries
and link executable baseline load modules into baseline load libraries
with no return codes greater than 4; check load lengths against
production load modules; and mitigate the differences.
Cap Gemini will conduct a number of sessions where Titan provides
information about:
- Test Environment Requirements
- Testcase and Scenario design and execution considerations
- Unique testing techniques/tools employed
Titan will provide documentation on the Validation Tests including:
- Job Control and Procedures used for Validation Group execution.
- Remediated Sort control cards and parameter cards
- Testcase execution procedures.
- Environment description, parameters, setup, and testcase libraries
- Testcases, naming conventions, run instructions, environmental setup,
script dependencies, and extracted test data
Cap Gemini will lead a series of meetings to develop the Validation
Specification. Signoff is required by Titan on the Validation
Specification document produced from these meetings. This forms the
basis for the test execution in a 20XX environment by Cap Gemini.
- Titan will determine the data aging factors for different
systems/applications that are part of the Validation Group identify
the specific business rules that need to be handled, and map this
information to the Validation Tests created by Titan.
- Titan will provide the Renovation strategy employed for Year 2000
Remediation.
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 17 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
- Titan will provide the Renovation Standards employed to renovate the
application programs and the solutions used to deal with renovation
complexities.
- Naming Conventions
- Date field strategy
- Formats of dates
- Programmatic Date clues
- Use of Dates in Key fields
- Disposition of reports and screens
Key deliverables jointly created from the Cap Gemini and Titan led
meetings are a list of tests to be executed, names and location of all
data, JCL, scenarios, online considerations, environment description
and details, time warp factor, and overall validation execution plan.
Titan and Cap Gemini will complete their detailed project plans during
Kickoff week.
A Cap Gemini Project Manager and a Technical Solutions Architect will
be on-site for the duration of this engagement.
By the end of Kickoff week, Cap Gemini will extract the Validation
Group inventory from the libraries in which it is staged to 3480/3490
cartridges and send it to the Application Renovation Center to begin
the QuickCheck process.
Titan will provide a special spreadsheet that contains additional date
naming standards that will accompany the extracted source to the ARC.
The Application Renovation Center (ARC) will scan the extracted
inventory, review the results, and create the DataMap and the Universal
Data Migrator (UDM) Maps.
The DataMap provides a view into the application's use of data. It
contains information about all records and parameters discovered
through the ARCDRIVE toolset, repository and technical analysis. The
DataMap Report will include:
- Data Naming Standards Used
- DataMap with low certainty items (which require review) highlighted
- Grouping of applications using the same datasets
At the time the DataMaps, Message and Cross Reference Files are returned
to Titan, Cap Gemini will provide the following training for up to 15 Titan
personnel:
- DataMap review
- Electronic DataMap
- Cap Gemini's Universal Data Migrator-SM- (UDM-SM-)
- Message File Viewer
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 18 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
At the same time, Cap Gemini will deliver to Titan the following tools
to be used in the Validate process, which shall be licensed to Titan in
accordance with the terms set forth in Exhibit B to this Statement of
Work:
- Electronic DataMapper with UDM Map Generator
- UDM
- Message File Viewer
- System Analysis Report
20XX TEST READINESS CHECKPOINT
Upon completion of the Validation Specification by Cap Gemini and Titan and
with the data returned from the processing of the code at the ARC, Cap
Gemini and Titan must mutually agree on the readiness for entrance into
20XX test. The following entrance criteria must be satisfied for Cap
Gemini to begin 20XX test:
- Validation Specification completed with all of the information
identified above.
- Results of analysis of code at the ARC indicate a reasonable level of
renovation quality -- no more than 10% of the programs reviewed will
have Year 2000 Issues. These results will be reviewed with Titan and
the determination will be reached jointly by Cap Gemini and Titan.
Cap Gemini will correct the 10% or less programs that are identified as
having Year 2000 issues. If there are more than 10% of the programs
that have Year 2000 issues and Titan wishes Cap Gemini to correct
these programs, a Project Impact Report will be generated.
- There is no requirement to regenerate UDMMAPs based on DataMap Review
and Message File Viewer analysis.
- The environment including sufficient MIPS, DASD, regions,and tools as
defined during the Validation Preparation phase, testdata for data
aging, and testcases are all in place and ready to be turned over to
Cap Gemini for execution.
- If the determination is made that 20XX test entrance must be delayed, a
Project Impact will be generated.
VALIDATE PHASE
Using the UDM Maps as input to UDM, Cap Gemini will use UDM to age the
test data and validate date field content in preparation for Year 2000
testing. Cap Gemini will then execute the Year 2000 testcases according
to the Validation Specification document.
Cap Gemini will use UDM to advance years in the test data by increments
specified by Titan for 20XX testing. Cap Gemini will manually advance
years in the online test scripts by the same increment.
Cap Gemini will perform the 20XX test in the 20XX environment using the
incremented data and scripts to demonstrate that the testcases run to
completion. Cap Gemini will provide the 20XX test job logs to Titan for
acceptance of successful test execution. Titan will provide signed
acceptance of the 20XX test based on the execution of the Validation
Tests in using time warp data in a 20XX environment according to the
specification.
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 19 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
Cap Gemini will execute the testcases according to the information
provided during the Validation Preparation Phase. If a rerun rate of
over 10% is encountered for testcases due to environment problems, code
quality problems, testcase errors, data errors, or any other issues, a
Project Impact Report (PIR) will be generated.
DELIVERABLES
The deliverables to be created and made available to Titan under this
Statement of Work are limited to the following:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
-----------------------------
(X = LEADS x = PARTICIPATES) CAP GEMINI TITAN
- -------------------------------------------------------------------------------
<S> <C> <C>
- Year 2000 Project-Related Presentations X
- -------------------------------------------------------------------------------
- Testcase Documentation X
(Environment, JCL, etc.)
- -------------------------------------------------------------------------------
- Test Environment X
- -------------------------------------------------------------------------------
- Extraction Toolkit X
- -------------------------------------------------------------------------------
- Qualified, Quantified, Linked, X
Compiled and Staged Inventory
- -------------------------------------------------------------------------------
- Extracted VG Inventory X
- -------------------------------------------------------------------------------
- DataMaps X
- -------------------------------------------------------------------------------
- DataMap Extracts (UDMMaps) X
- -------------------------------------------------------------------------------
- EDM Program and Documentation X
- -------------------------------------------------------------------------------
- Message Files X
- -------------------------------------------------------------------------------
- UDM Map Generator and X
Documentation
- -------------------------------------------------------------------------------
- Message File Viewer and X
Documentation
- -------------------------------------------------------------------------------
- UDM and Documentation X
- -------------------------------------------------------------------------------
- Test Data and Scripts X
- -------------------------------------------------------------------------------
- Test Specification Document X
- -------------------------------------------------------------------------------
- Aged Test Data X
- -------------------------------------------------------------------------------
- 20XX Test Job Logs X
- -------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 20 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
-----------------------------
(X = LEADS x = PARTICIPATES) CAP GEMINI TITAN
- -------------------------------------------------------------------------------
<S> <C> <C>
- 20XX Test Execution X
Acceptance
- -------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 21 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
<PAGE>
SCHEDULE
<TABLE>
<CAPTION>
PLANNED SCHEDULE PREPARATION VALIDATION
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Activity Week # -4 1 2 3 4 5 6 7 8 9 10-14 16-18
- -------------------------------------------------------------------------------
Pre-Kickoff Meeting J
- -------------------------------------------------------------------------------
Kickoff Meeting J
- -------------------------------------------------------------------------------
Qualify, Quantify, Link,
Compile and Stage Inventory A
- -------------------------------------------------------------------------------
Extract Inventory C
- -------------------------------------------------------------------------------
Test Planning J J J J
- -------------------------------------------------------------------------------
Code Scan/UDM Map Generation C C
- -------------------------------------------------------------------------------
Review Output from Code Scan J
- -------------------------------------------------------------------------------
Test Readiness Assessment J
- -------------------------------------------------------------------------------
Time Wrap Data C C
- -------------------------------------------------------------------------------
Execute 20XX Test C C C C
- -------------------------------------------------------------------------------
Accept 20XX A
- -------------------------------------------------------------------------------
Accept & Sign-Off Project A
- -------------------------------------------------------------------------------
C = Cap Gemini J = Joint Effort A = Titan
Schedule is based upon testing for 1000 programs.
</TABLE>
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 22 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
<PAGE>
ASSUMPTIONS
Cap Gemini's proposed price and schedule are based on the scope of
work, assignment of responsibilities, deliverables and assumptions
presented in this Statement of Work. It is important to understand the
assumptions upon which Cap Gemini based its price. The assumptions
enable Cap Gemini to communicate the basis of its approach, work
estimate, and delivery schedule. They provide a foundation on which to
build mutual understanding, common expectations, and teamwork to
achieve a successful project.
If the scope of work, assignment of responsibilities, deliverables or
assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule, and/or deliverables. If
any of these do change, a Cap Gemini Project Impact Report (PIR) will
be prepared to document the occurrence and to assess the impact to
project targets (primarily cost and due date).
- The code to be validated is deemed to be Y2K ready, and has been
tested in a 19XX environment.
- Titan will contract directly with DC Government and IBM to provide
Data Center services for testing for IBM MVS based mainframe
testing. Titan represents that the DC Government agrees to absorb
all costs associated with providing Data Center services, including
required software and systems programming support.
- Should Titan provide Cap Gemini with Microfocus COBOL code, Titan
will provide Cap Gemini with a suitable testing environment.
- TITAN will have completed the following Set-Up activities before
Week One (Kickoff week) of the project schedule:
- Qualified, quantified, linked, compiled and staged the Validation
Group inventory as described in the Activities section of the
Statement of Work, and according to the guidelines established in
the Extraction Toolkit provided by Cap Gemini and summarized in
Appendix 1 of this Statement of Work.
- 20XX test environments will be established that comply with the
Production environment in which the Validation Group system(s)
currently reside.
- Created and tested the application program environment test cases
in a 19XX mode against the same Production source programs sent to
the ARC for UDM map creation.
- Source code is extracted according to the project schedule. Late
shipments or elements found by the ARC to be missing from the
program logic that result in delays will result in a charge to
TITAN as a Project Impact.
- No more than 10% of the programs will have Year 2000 issues as
identified by the QuickCHECK process.
- TITAN will provide sign-off of all deliverables within five (5)
working days of receipt. After five (5) working days, deliverables
will be deemed accepted by TITAN unless Cap Gemini is notified
otherwise in writing.
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 23 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
<PAGE>
- If the work is performed at a Titan Facility, initiator priority
and on-line priorities at near-production level will be available.
- Date-related changes to production programs or file layouts since
the test data was extracted that require re-renovation of the
affected programs are considered outside the scope of this
Statement of Work.
- Date-related changes to file layouts since the programs were
extracted that require regeneration of the UDM maps are considered
outside the scope of this Statement of Work.
- Validate test cases that fail to complete normally due to
incorrectly resolved file complexities is considered out of the
scope of this agreement.
- This Statement of Work described all the work to be performed and
the deliverables that will be provided. Work or deliverables not
contained in this Statement of Work are considered out-of-scope and
are excluded from this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentiality agreement
(document Z-1400) or the Subcontract Agreement - TSS-006-G060-99
must be signed before holding the Pre-Kickoff Meeting by TITAN and
its third-party vendors who will be working on this project.
- Cap Gemini will perform 21st century (20XX) testing on the programs
identified by the Titan. These programs will be identified as part
of this SOW and any deviation will result in the creation of a
Project Impact.
- Titan will provide all test data for the programs to be tested. It
is recommended that small files (1,000 records) be used for testing
purposes. Delays in providing the test data to the Cap Gemini test
team will result in a Project Impact.
- Cap Gemini will run the programs to a successful completion but it
will be the responsibility of the Titan to verify the accuracy of
the output. Smaller test files will expedite the review process.
- If a program error results due to an existing program problem or an
incorrectly renovated program by the Titan, Cap Gemini will
document that an error has occurred and return it to the Titan for
resolution. If Titan prefers Cap Gemini resolve the error, this
correction will be done on a time and material basis. If this
situation occurs, a Problem Impact Report will be generated
resulting in additional costs to Titan and/or a schedule impact.
- Cap Gemini will correct errors resulting from 20XX tests.
- Tests will be set up with one screen test per screen format.
- Tests will be independent and restartable.
- Titan will provide the necessary test tools (i.e.: Hourglass,
CompareX, Hyperstation, etc.)
- -------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 24 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
<PAGE>
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Cap
Gemini will:
- Extract the qualified, quantified and staged source, in PDS format,
from the staging libraries; extraction from source management
libraries such as Panvalet are outside the scope of this Statement
of Work
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan
will:
- Establish a Sponsors Committee whose members are able to make
decisions about the project and are committed to attending the
meetings
- Appoint a Project Executive and a full-time Project Manager
- Provide all necessary system support staff
- Provide adequate work space, laser printers (with at least 2M
memory), telephones (including speakerphones and analog lines), and
use of other office equipment for each Cap Gemini team member while
on-site
- Provide system access (logons, passwords) with a response time of no
more than two (2) seconds, as well as off-hours facilities access to
all Cap Gemini team members working on-site
- Provide documentation for the source to be renovated (i.e., how
programs are supposed to run and system flows for batch; man-machine
interface such as user guides for online)
- Provide documentation to Cap Gemini, including hardcopy job output,
system flows (batch JCL and on-line scripts), input control cards,
job sequences, location and naming of input/output files and
databases
- Make no file layout changes once the test databases and files are
extracted
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided
the items listed in the above section titled Deliverables for which it
is responsible.
- -----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 25 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
<PAGE>
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this Statement of
Work, Cap Gemini will, as part of this Year 2000 Implementation Group
project, help Titan Renovate, Validate and Implement the identified
inventory for a fixed price of [...***...] per COBOL, Focus and Easytrieve
line of code. Cap Gemini will, as a part of this Year 2000 Testing
project, help Titan Validate the identified inventory for a fixed price
of [...***...] per line of COBOL, Focus and / or Easytrieve Code. The
minimum amount of this Agreement is [...***...]. This amount can be worked
down at the rate of [...***...] for Renovation, Validation lines of code
or [...***...] for Tested Code. Titan shall pay this amount in milestone
payments. All out-of-scope work or variances to Cap Gemini's estimating
assumptions that require additional work or result in project delays will
be presented to Titan in the form of a Project Impact Report for approval
or acknowledgment.
The Agreement provides the terms and conditions underlying the services
to be provided under this Statement of Work. This Statement of Work,
and its terms and prices, are valid for six (6) weeks from the date on
the Statement of Work. Cap Gemini will commence this engagement within
six (6) weeks of signing an agreement with Titan.
- -----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 26 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
This Statement of Work, including the Agreement, constitutes the entire
agreement between the parties with respect to the subject matter of
this Statement of Work. This Statement of Work and the Agreement merges
and supercedes all prior oral or written agreements, discussions,
negotiations, commitments, writings or understandings, including
without limitation any representations contained in any sales
literature, brochures or other written descriptive or advertising
material and is the complete and exclusive statement of the terms of
the parties' agreement. Each of the parties acknowledges and agrees
that, in executing this Statement of Work and the Agreement, it has not
relied upon, and it expressly disclaims any reliance upon, any
representation or statement not set forth herein or in the Agreement.
This Statement of Work may be executed in separate counterparts, which
together shall constitute a single instrument.
The parties hereto have caused this Statement of Work to be executed by
their respective duly Authorized Representatives.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Peggy A Owens /s/ James J. Woodward
----------------------------- -----------------------------
Name Name
Peggy A Owens James J. Woodward
----------------------------- -----------------------------
Title Title
Business Manager Senior Vice President
----------------------------- -----------------------------
Date Date
4 May 1999 May 4 1999
----------------------------- -----------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- -----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 27 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
<PAGE>
EXHIBIT A -- REPRESENTATIONS AND WARRANTIES -- RENOVATE VALIDATE AND IMPLEMENT
EXHIBIT A TO STATEMENT OF WORK 01 TO
SUBCONTRACTING AGREEMENT -- TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
COMPREHENSIVE RENOVATION, VALIDATION AND IMPLEMENTATION SERVICES
CGA represents and warrants to Client that any source code change made
by CGA as part of the Year 2000 Services shall be consistent with the
DataMap specifications and renovation specifications. In the event of a
breach of the foregoing warranty, CGA shall correct the change so as to
bring it into compliance with that warranty. Any claim for breach of
the foregoing warranty must be made by written notice to CGA within 60
days of the first production run of a daily, weekly or monthly system,
or of the first simulated or actual run of a quarterly, semi-annual or
annual system. Client shall implement the renovated Code and conduct
that first run no later than 30 days after Client's sign-off on testing
of such renovated Code. Failure to make such claim within said 60-day
period shall constitute a waiver by Client of said claim.
The services provided hereunder are dependent upon the information
supplied by Client to CGA with regard to Client's Code, including
without limitation Client's review of the DataMap, and upon the test
data provided by Client. In light of this, and the changes which might
be made by Client or any third party in any Code that CGA renovates or
in Code that interacts with that Code, CGA provides the warranty set
forth above for the time period set forth above and does not warrant
that any Code will function without problems.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Peggy A Owens /s/ James J. Woodward
-------------------------------- -----------------------------------
Name Name
Peggy A Owens James J. Woodward
-------------------------------- -----------------------------------
Title Title
Business Manager Senior Vice President
-------------------------------- -----------------------------------
Date Date
4 May 1999 May 4, 1999
-------------------------------- -----------------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- -----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 28 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
<PAGE>
EXHIBIT A -- REPRESENTATIONS AND WARRANTIES -- VALIDATION ONLY
EXHIBIT A TO STATEMENT OF WORK 01 TO
SUBCONTRACTING AGREEMENT -- TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
VALIDATION ONLY
In connection with Year 2000 Validation only Services provided pursuant
to the Statement of Work, CGA represents and warrants that CGA will
scan all data which the Client sends to CGA (which has been extracted
in accordance with the Extraction Guide) and that CGA will provide an
Electronic DataMap based on this source data which will substantially
conform to the description in the EDM Guide. In the event of a breach
of the foregoing warranty, Client's sole remedy shall be for CGA to
perform again the services in respect of which the foregoing has been
breached to bring them into compliance with such warranty. Any claim
for breach of the foregoing warranty must be made by written notice to
CGA within 90 days of Client's receipt of the Electronic DataMap from
CGA or said claim shall be waived.
Client recognizes that it is responsible for all information supplied
to CGA with respect to Client's Code, including without limitation
Client's review of the DataMap, if applicable. ACCORDINGLY, EXCEPT AS
SET FORTH IN THE PRECEDING PARAGRAPH AND THE IMMEDIATELY FOLLOWING
PARAGRAPH AND IN ARTICLE 3 OF THE AGREEMENT, CGA EXPRESSLY DISCLAIMS
ANY AND ALL OTHER WARRANTIES. Without limiting the foregoing, Client
recognizes that CGA specifically does not warrant that, in performing
these services, CGA will identify all Client Code which may not
properly handle dates during and after the Year 2000. THE PARTIES
RECOGNIZE AND AGREE THAT THOSE SERVICES DO NOT CONSTITUTE A
RESPONSIBILITY PROJECT AND CGA DOES NOT WARRANT ANY PARTICULAR OUTCOME;
CLIENT SHALL REMAIN SOLELY RESPONSIBLE FOR THE RESULTS ACHIEVED IN THE
EFFORTS EXPENDED WITH RESPECT TO THE PARTICULAR STATEMENT OF WORK. IN
PARTICULAR, THE PARTIES RECOGNIZE AND AGREE THAT CGA DOES NOT WARRANT
THAT THE TESTING OF CLIENT'S CODE WILL BE COMPLETE OR MEET ANY
PARTICULAR SERVICE LEVEL OR QUALITY.
CGA further represents and warrants that the software licensed to
Client by CGA pursuant to Exhibit B to the Statement of Work will
function substantially in accordance with its documentation provided
that such software has been used in accordance with operating
instructions. CGA is not responsible for obsolescence of the software
provided hereunder that may result from changes in Client's
requirements. The foregoing warranty shall apply only to the most
current version of the software at issue. CGA assumes no responsibility
for the use of superseded, outdated, or uncorrected versions of the
software.
- -----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 29 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
<PAGE>
In the event of a breach of the foregoing warranty with respect to
licensed software, CGA will use commercially reasonable efforts to
correct the defect. In the event that such defect is not corrected, CGA
will replace the software at no charge or, at CGA's option, CGA will
refund the purchase price for such software. This paragraph sets forth
Client's sole and exclusive remedy, and CGA's sole and exclusive
liability, with respect to defective software. Any claim for breach of
the foregoing warranty must be made by written notice to CGA within 90
days of Client's receipt from CGA of the software at issue or said
claim shall be waived.
TITAN: CAP GEMINI AMERICA LLC:
Signature Signature
/s/ Peggy A Owens /s/ James J. Woodward
-------------------------------- -----------------------------------
Name Name
Peggy A Owens James J. Woodward
-------------------------------- -----------------------------------
Title Title
Business Manager Senior Vice President
-------------------------------- -----------------------------------
Date Date
4 May 1999 May 4, 1999
-------------------------------- -----------------------------------
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
- -----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 30 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
<PAGE>
EXHIBIT B
EXHIBIT B TO STATEMENT OF WORK NUMBER 01 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
LICENSE RIGHTS TO CGADATE/CGACVT AND UDM
By this Exhibit B to the Subcontracting Agreement - TSS-006-G060-99
dated _____________, 19___ (the "Agreement"), CGA hereby grants to
Client a non-exclusive, royalty-free license to sublicense to DC
Government, solely for DC Government's internal use, in connection with
the Code renovated by CGA pursuant to this Statement of Work and the
Agreement, the software routines known as CGACVT and CGADATE (the
"Licensed Routines") and the computer program known as the Universal
Data Migrator ("UDM"). CGA shall deliver to Client the source code for
the Licensed Routines and the object code for the UDM. Client shall
ensure that use of the Licensed Routines and the UDM is made only by (i)
DC Government's employees, (ii) individuals or entities which sell only
the services of individuals with sufficient skills to work on Year 2000
service projects (subject to the execution of a non-disclosure agreement
providing for the protection of the Licensed Routines and the UDM) which
does not include, and Client shall not allow access to the Licensed
Routines or the UDM by, any individual or entity that otherwise sells,
markets or delivers Year 2000 services, or (iii) individuals or entities
approved in advance in writing by CGA in its discretion. Client
acknowledges and agrees that CGA has no obligation under this Agreement
to provide support or updates to the Licensed Routines or the UDM. The
Licensed Routines and the UDM shall constitute Private Information of
CGA and shall be subject to the provisions of Article 8
(CONFIDENTIALITY) of the Agreement. In addition, Client shall keep (or
shall ensure that DC Government keeps) the source code for the Licensed
Routines in protected libraries in order to protect the proprietary
nature of that software.
_______________________________________________________________________________
Cap Gemini Implementation Group Page 31 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
<PAGE>
Client acknowledges and agrees that the making of any additions, changes
or other modifications to the Licensed Routines or the UDM by anyone
(other than by CGA's TransMillennium-TM- personnel within the scope of,
and made as part of, the Year 2000 services provided under the Agreement
and an express provision of a Statement of Work) SHALL VOID ANY
REPRESENTATION OR WARRANTY OF CGA PURSUANT TO ARTICLE 3 OF THE AGREEMENT
WITH REGARD TO THE LICENSED ROUTINES OR THE UDM AS WELL AS WITH REGARD
TO RENOVATED SOFTWARE WHICH UTILIZES THAT LICENSED ROUTINE OR WITH
REGARD TO SOFTWARE RENOVATED USING THE UDM.
TITAN SOFTWARE SYSTEMS CORPORATION: CAP GEMINI AMERICA LLC:
Signature Signature
/s/ Peggy A. Owens /s/ James J. Woodward
__________________________________ __________________________________
Name Name
Peggy A. Owens James J. Woodward
__________________________________ __________________________________
Title Title
Business Manager Senior vice President
__________________________________ __________________________________
Date Date
4 May 1999 May 4 1999
__________________________________ __________________________________
Titan Software Systems Corporation 1114 Avenue of Americas
1900 Campus Commons Drive 29th Floor
Suite 600 New York, NY 10036
Reston, VA 20191-1535 212-944-6464
_______________________________________________________________________________
Cap Gemini Implementation Group Page 32 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
<PAGE>
APPENDIX 1: SOURCE EXTRACTION GUIDELINES
- All source code must be compiled and linked in a baseline
environment prior to extraction.
- Cap Gemini will be responsible for extracting data from the source
PDSs created by Titan. Data extraction from source management
libraries such as Panvalet are outside the scope of this Statement
of Work.
- All COBOL program inventory will be submitted in one dataset;
copybooks, Librarian and/or Panvalet Includes and DCLGENS together
in a separate dataset; JCL, PROCs and Control Statement will each
be submitted in their own datasets. This will result in five
datasets in all.
- Generated COBOL from Telon is to be submitted in a separate PDS
from the Telon source and both separate from COBOL source.
- Other languages included in the contract should be similarly
divided, named and submitted.
- DCLGENs, Librarian and/or Panvalet Includes and copybooks with the
same names must be resolved so that names are unique and sent in
one dataset.
- All JCL associated with the inventory must be submitted.
- JCL with the same names from different libraries must be resolved
so that names are unique and sent in one dataset.
- PROCs with the same names from different libraries must be resolved
so that names are unique and sent in one dataset.
- Control Statements with the same names from different libraries
must be resolved so that names are unique and sent in one dataset.
- The Cap Gemini Extraction Toolkit Guide must be followed for naming
conventions.
- AMB list (LISTDIR) for the load libraries must be sent to the ARC
electronically.
- If the DataMap is to be broken down by application (also known as
an Application Level map option), a cross-reference spreadsheet
must be submitted. Column 1 must contain the application name;
column 2 must contain the member name. This is required for program
and JCL members.
- All copybooks used by DBMS should be included in an appropriate
copybook library by language type. For example, include COBOL DB2
DCLGENs in a separate copybook library. For IDMS, all programs and
copybooks must be extracted from the IDD and stored in a sequential
punch file format (special directions for IDMS will be provided at
the Pre-Kickoff Meeting).
_______________________________________________________________________________
Cap Gemini Implementation Group Page 33 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
<PAGE>
APPENDIX 2: RENOVATION STANDARDS
The Application Renovation Center (ARC) renovation process is carefully
designed to transform programs according to the Renovation Specification
with minimum disruption to the working logic of the program. This is to
ensure the highest quality renovation and the lowest risk during
testing. The renovation process may include data fields that are either
expanded or interpreted (suppressed), which is determined by the Data
Map.
This document describes the standard changes that will be made by the
automated and manual renovation processes. Of course, there will be
cases where additional analysis and manual code changes will be required.
However, whenever possible Cap Gemini will adhere to these standards.
CHANGE CODING STANDARD
Any code to be changed will be commented out and retained in the program.
All such comment lines will use a "*+" comment indicator, so that the
commented code can easily be identified and later automatically removed.
Changes by the Renovator will be identified as such. Any manual changes
will include a comment line indicating the date and author of the
changes. For example:
Y2000+*+** CGA/ARC: FIELD TEST-YY EXPANDED Y2000+
Y2000+*+ 03 TEST-YY PIC 99. Y2000+
Y2000C 03 TEST-YY PIC 9999. Y2000C
The Change Marker "Y2000+" is used for added lines and "Y2000C" for
changed lines. ARCDRIVE will insert a banner at the beginning of each
renovated COBOL program:
Y2000+*+**************************************************************Y2000+
Y2000+*+ EDITED BY CGA/ARC RENOVATOR RENOALL V2.0a ON 1996-1-29 11:42 Y2000+
Y2000+*+**************************************************************Y2000+
MAINTAIN SAME DATA FORMAT
Wherevever possible, all renovated fields should retain the same basic
format as in the original code, except for an expanded area. For example:
MMDDYY becomes MMDDYYYY
YYMMDD becomes YYYYMMDD
YYDDD COMP-3 becomes YYYYDDD COMP-3
etc.
This is important to maintain the program logic that may depend on the
format.
CENTURY ADDITION TO YEAR
For expanded dates, year fields will be expanded to include the century,
either as a two-digit (19/20) or one-digit (0/1) prefix. The century
field will not be a separate field. For example:
01 TEST-YY PIC 99
will become
01 TEST-YY PIC 9999.
_______________________________________________________________________________
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Statement of Work # 01 for Titan Version 9.5-April 1998
<PAGE>
This is necessary to support comparisons and calculations that may
involve the expanded field. ARCDRIVE also supports the use of single
digit century fields (0=1900, 1=2000).
DATA NAMES
There will be no change to the data names, even if the field contains
"YY". This is necessary to preserve the references to the field
throughout the program and in related programs.
EXISTING CENTURY FIELDS
Existing Century fields will be moved to become a redefinition of the
first two digits of the expanded year fields. For example:
03 DATE14.
05 DATE14-CC PIC XX.
05 DATE14-YY PIC XX.
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
will become:
Standard (A disposition)
03 DATE14.
Y2000+*+** CGA/ARC A263: CENTURY DATE14-CC MOVED/REMOVED Y2000+
*+ 05 DATE14-CC PIC XX. Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY PIC XX Y2000+
05 DATE14-YY PIC XXXX Y2000C
Y2000+ 05 FILLER REDEFINES DATE 14-YY Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
Z dispostion
03 DATE14.
Y2000+*+** CGA/ARC A263: CENTURY DATE14-CC MOVED/REMOVED Y2000+
*+ 05 DATE14-CC PIC XX. Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY PIC XX. Y2000+
05 DATE14-YY PIC XXXX. Y2000C
Y2000+ 05 FILLER REDEFINES DATE14-YY Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
This is necessary to support the use of the year as a single numeric
field for comparisons and calculations. Of course, any manipulation of
the century field will be flagged for manual review, since such logic is
likely outdated.
NOTE: This also applies to an interpretation solution. The year must be
expanded since there is a "de facto" expansion already in the program.
MOVES BETWEEN SUPPRESSED(INTERPRETED)AND EXPANDED FIELDS
_______________________________________________________________________________
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Statement of Work #01 for Titan Version 9.5-April 1998
<PAGE>
A MOVE between a suppressed and expanded (or vice versa) field will
generate a call to a CGA conversion routine that will insert or remove
the century. For example:
*+** CGA/ARC: DATE FORMAT CONVERSION-'SX'
*+ MOVE CARD-DATE TO IW-CURRENT-DATE
MOVE CARD-DATE TO CGACVT-SUP1
MOVE 5 TO CGACVT-POS1
CALL CGACVT USING CGACVT-EXPAND CGACVT-AREA
MOVE CGACVT-EXP1 TO IW-CURRENT-DATE.
In the case of moving from an expanded field to a
suppressed(interpreted)field, a COBOL move may be sufficient to remove
the century by truncation. In this case, no CALL is required:
*+** CGA/ARC: DATE CONV BY TRUNCATION - 'XS'
MOVE WS-DATE TO REPORT-DATE
ARCDRIVE also supports conversions between expanded or suppressed dates
with those of a single-digit century.
If CALLs are required, a COPY CGACVTWS statement will be added at the
end of WORKING-STORAGE to define any work fields.
COMPARISONS OR CALCULATIONS INVOLVING SUPPRESSED(INTERPRETED)FIELDS
When suppressed fields are involved in a comparison or calculation, they
will first be expanded to temporary variables. The temporary variables
will be used in the comparison or calculation. For example:
*+** CGA/ARC: EXPRESSION EXPANDED
*+ IF TEST-YY1 > TEST-YY2
MOVE 0 TO CGACVT-POS1
MOVE TEST-YYI TO CGACVT-SUP1
MOVE 0 TO CGACVT-POS2
MOVE TEST-YY2 TO CGACVT-SUP2
CALL CGACVT USING CGACVT-EXPAND CGACVT-AREA
IF CGACVT-EXP1 > CGACVT-EXP2
This logic is essential to properly compare or calculate suppressed
fields.
REFERENCES TO SYSTEM DATE
References in COBOL programs to the system date will be replaced by
CALLs to a support routine that returns the system date in the same
format, including the century. The calls are:
ACCEPT FROM DAY CALL CGADATE USING CGA-ADAY-d xxx
ACCEPT FROM DATE CALL CGADATE USING CGA-ADATEd xxx
MOVE CURRENT-DATE CALL CGADATE USING CGA-CDATE-d xxx
Where "xxx" is the receiving variable and "d" is the receiving
disposition('S', 'X' or 'C'). These routines can also be adjusted to
simulate an advanced system date without any special modification to the
operating system. This is very useful in testing.
EXPANSION(ALIGNMENT)OF GROUP FIELDS AND INTERMEDIATE AREAS
_______________________________________________________________________________
Cap Gemini Implementation Group Page 36 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
<PAGE>
When it is determined that a group field must be enlarged due to
expanded fields, any field that the group is MOVED to or from will also
be expanded. This is called "alignment".
If the group field is a redefinition of another area, the new area size
will be the maximum of the two. If necessary, the redefined area may
also be padded. If the lengths of the two redefined areas were the same
before expansion, padding will be added to make the new lengths equal.
CORRECTION OF RECORD CONTAINS CLAUSE
If a file record has been expanded, the size of the new record in the
RECORD CONTAINS clause is adjusted.
______________________________________________________________________________
Cap Gemini Implementation Group Page 37 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
<PAGE>
APPENDIX 3: PROGRAM COMPLEXITY LEVELS
The Complexity Level reflects the expected level of effort required to
Renovate, Validate, and Implement a program. Complexity is based on the
following criteria.
<TABLE>
<CAPTION>
HIGH MEDIUM
MEETS ONE OR MORE MEETS ONE OR MORE LOW
----------------- ----------------- ------------
<S> <C> <C> <C>
Number of Expanded
Lines of Code > 4,000 1,001 - 4,000 < = 1,000
Number of Dates > 35 3 - 35 < = 2
Dates Identified with
a Low Certainty > 7 3 - 7 < = 2
Number of Date
Calculations > 5 2 - 5 < = 1
</TABLE>
S-1069
______________________________________________________________________________
Cap Gemini Implementation Group Page 38 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
<PAGE>
APPENDIX 4 -- MILESTONE PAYMENT SCHEDULE
TITAN / CAP GEMINI MILESTONE
PAYMENT SCHEDULE
<TABLE>
<CAPTION>
RVI TEST ONLY
RVI TEST ONLY MILESTONE MILESTONE
MILESTONE MILESTONE PAYMENT PAYMENT MILESTONE
- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
X X 8% 8% Inventory Resolution and Identification Per
Agency (Application with disposition of RVI or
Test Only, with inventory metrics)
X X 5% 7% Work Plan Developed (per Agency)
X 3% Renovation Complexities Defined / Take Charge
Call Conducted
X X 3% 5% Testing Complexities Defined and Address in
Work Plan
X X 3% 6% Extraction Toolkit & Baseline Testing Guide
Delivered
X X 5% 10% Non-Confirmed Data Map Produced
X 5% Data Map Reviewed and Confirmed
X 15% Source Code Renovated / Renovation
Deliverables Provided
X 3% Renovated Source Code Staged and Compiled
X X 3% 6% Turned Over Baseline Reviewed and Accepted
X X 4% 7% UDM Implemented, UDM Guide, and Training
Conducte
X X 3% 11% Baseline Data Time Warped
X 3% 19XX 25% Complete
X 3% 19XX 50% Complete
X 3% 19XX 75% Complete
X 4% 19XX 100% Complete
X X 3% 5% 20XX Testing 25% Complete
X X 3% 5% 20XX Testing 50% Complete
X X 3% 10% 20XX Testing 75% Complete
X X 4% 10% 20XX Testing 100% Complete
X 4% Deliver Resynchronized Source Code
X X 10% 10% Final Client Sign-off
</TABLE>
______________________________________________________________________________
Cap Gemini Implementation Group Page 1 of 1026
Statement of Work # 01 for Titan Version 9.5 - April 1998
<PAGE>
EXHIBIT 10.24
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Section 200.80(b)(4),
200.83 and 230.406
Contract No. ____________________
AGREEMENT
for
TECHNICAL SERVICES
between
ENOVA CORPORATION
and
TRANSNATIONAL PARTNERS, II
for
BUILDING CENTER OF EXCELLENCE
<PAGE>
TABLE OF CONTENTS
Page
----
1. SCOPE .............................................................. 1
2. COMMENCEMENT AND COMPLETION OF WORK ................................ 2
3. REPRESENTATIVES .................................................... 2
4. RESPONSIBILITY OF CONTRACTOR ....................................... 2
5. INSPECTION ......................................................... 2
6. CHANGES ............................................................ 2
7. DELAYS ............................................................. 3
8. OWNERSHIP OF INTELLECTUAL PROPERTY AND MATERIAL .................... 3
9. REPORTS ............................................................ 4
10. SUBCONTRACTORS ..................................................... 5
11. EMERGING BUSINESS ENTERPRISES ...................................... 5
12. COMPENSATION ....................................................... 5
13. PAYMENT ............................................................ 6
14. AUDIT .............................................................. 7
15. TAXES .............................................................. 7
16. INDEPENDENT CONTRACTOR ............................................. 8
17. WARRANTY ........................................................... 8
18. INSURANCE .......................................................... 8
19. INDEMNITY .......................................................... 9
20. GOVERNING LAW ...................................................... 10
21. COMPLIANCE WITH LAWS ............................................... 10
22. TERMINATION ........................................................ 10
23. LIENS .............................................................. 11
24. ASSIGNMENT ......................................................... 11
25. EQUAL EMPLOYMENT OPPORTUNITY ....................................... 11
26. GOVERNMENT CONTRACT CLAUSES INCORPORATED BY REFERENCE .............. 11
27. NONWAIVER .......................................................... 11
28. DISPUTES ........................................................... 12
29. NOTICES OR DEMANDS ................................................. 12
30. NONDISCLOSURE ...................................................... 13
31. TIME OF ESSENCE .................................................... 14
32. VALIDITY ........................................................... 14
33. SURVIVAL ........................................................... 14
34. NO ORAL MODIFICATIONS .............................................. 14
35. CAPTIONS ........................................................... 14
36. COUNTERPARTS ....................................................... 14
37. AUTHORITY .......................................................... 15
38. COMPLETE AGREEMENT ................................................. 15
SCHEDULE A - TECHNICAL SERVICES SCOPE OF WORK
SCHEDULE B - COMPENSATION
SCHEDULE C - TASK COST ESTIMATES
SCHEDULE D - REQUIRED INSURANCE
SCHEDULE E - TERMINATION FEE
SCHEDULE F - GOVERNMENT CONTRACT CLAUSES
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<PAGE>
ENOVA CORPORATION
San Diego, California
TECHNICAL SERVICES AGREEMENT
This Technical Services Agreement ("Agreement") is made effective as of
January 1, 1997, between ENOVA CORPORATION, a Delaware corporation ("Enova") and
TRANSNATIONAL PARTNERS, II, a California limited liability company
("Contractor").
The Parties hereby agree as follows:
1. SCOPE
Contractor shall perform, at its own proper cost and expense, in the most
substantial and skillful manner, to the satisfaction of Enova, the following
generally described Technical Services (hereinafter, the "Services"):
(A) Providing advice and assistance to Enova in finalizing the
architectural specification for the Center of Excellence ("COE") to
be established by Enova as outlined generally in the confidential
ITS Future State document dated October, 1996;
(B) Conducting screening and initial interviews and recommending to
Enova the hiring or retention of potential employees, independent
contractors and consultants for the COE;
(C) Assisting Enova in the selection and management of system
integrators, software services companies and other vendors to
develop and build the COE's software and networking infrastructure
and assisting Enova in the procurement process to be conducted
through Enova's procurement department;
(D) Providing advice and assistance to Enova in developing architecture
and other design specifications for business line software or
services to be developed through the COE; and
(E) Providing additional information technology consulting and expertise
as needed to supplement Enova's information technology personnel.
The Services, including the scope of work, specifications, schedule of
deliverables, and performance standards, are more fully described in SCHEDULE A
- - TECHNICAL SERVICES SCOPE OF WORK (hereinafter, the "Scope of Work"), attached
hereto and made a part hereof by this reference.
-1-
<PAGE>
2. COMMENCEMENT AND COMPLETION OF WORK
This Agreement shall commence January 1, 1997, and shall be in full force
and effect through upon execution by the parties upon execution by the parties,
unless terminated earlier in accordance with Article 24. Contractor agrees to
commence and perform the Services in accordance with the reasonable requests of
Enova Representative. The nature of the Services is such that timely performance
is critical to the orderly progress of related work and to the operating
schedule of Enova.
3. REPRESENTATIVES
3.1 Enova Representative: Barbara Klawunder, Director, Information
Technology Services.
Enova designates, and Contractor accepts, the individual named above
as Enova Representative for all matters relating to Contractor's performance of
Services under this Agreement. The actions taken by the Enova Representative
regarding such performance shall be deemed the acts of Enova. Enova may, upon
written notice to Contractor, pursuant to Article 29 hereof, change the
designated Representative.
3.2 Contractor Representative: David P. Porreca, President
Contractor designates, and Enova accepts, the individual named above
as Contractor Representative for all matters relating to Contractor's
performance of Services under this Agreement. The actions taken by Contractor
Representative shall be deemed the acts of Contractor.
4. RESPONSIBILITY OF CONTRACTOR
Contractor shall perform the Services in accordance with established
professional and business standards and ethics. All Services shall conform to
the Scope of Work and performance standards set forth in the Scope of Work.
Contractor shall remedy any and all deficiencies in its Services which result
from Contractor's failure to adhere to the Scope of Work or to adhere to any
specifications and performance requirements for any work within five business
days from the date of notice of the deficiency.
5. INSPECTION
All Services performed by Contractor shall be subject to the inspection
and approval of Enova at all times, but such right of inspection or actual
approval of Services shall not relieve Contractor of responsibility for the
proper performance of the Services. Contractor shall provide to Enova or Enova's
designee access to Contractor's facility or facilities where the Services are
being performed and sufficient, safe and proper work conditions for such
inspection and Contractor shall furnish to Enova such information concerning its
operations or the performance of the Services as Enova shall reasonably request.
6. CHANGES
6.1 Either party may initiate a request for a change in this Agreement by
advising the other party of the change in writing. As soon as practicable after
notice of such request,
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<PAGE>
Contractor shall prepare and forward to Enova in writing the proposed changes in
this Agreement, together with a detailed estimate of the effect on Contractor's
compensation.
6.2 If the parties fail to agree on an Amendment to this Agreement
("Amendment") relating to a proposed change, Enova reserves the option to retain
others to provide the Services subject to the change order.
6.3 Contractor shall implement a change in this Agreement only after
Contractor has received a written Amendment executed by an authorized
procurement agent or officer of Enova. All changes shall be performed under the
Terms and Conditions of this Agreement. Contractor hereby expressly waives any
compensation, reimbursement of expenses and any other right to receive payment
with respect to any change not authorized by a written Amendment to this
Agreement.
7. DELAYS
Contractor shall notify Enova in writing immediately of any delay, or
anticipated delay in Contractor's performance of this Agreement due to causes or
circumstances beyond the reasonable control of Contractor, and the reason for
and anticipated length of the delay. Enova may extend the date of performance
for a period equal to the time lost by reason of the delay if Enova, in its sole
judgment, determines that the delay is due to causes or circumstances beyond the
reasonable control of Contractor. Contractor shall not be eligible under any
circumstances for additional compensation due to any such extension of time. Any
extension to the contract term or deliverables schedule pursuant to this
Article, shall be documented by a written Amendment to this Agreement.
8. OWNERSHIP OF INTELLECTUAL PROPERTY AND MATERIAL
8.1 Any idea, invention, work of authorship, drawing, design, formula,
algorithm, utility, tool, pattern, compilation, program, device, method,
technique, process, improvement, development or discovery (hereinafter,
collectively, "Invention"), whether or not patentable, or copyrightable, or
entitled to legal protection as a trade secret or otherwise, that Contractor may
conceive, make, develop, create, reduce to practice, or work on, in whole or in
part, in the course of performing the Services shall be owned by Enova and shall
be delivered to Enova upon completion of the Services. Contractor agrees that
any copyrightable Invention shall constitute a "work made for hire." Contractor
hereby assigns to Enova, without royalty or any further consideration,
Contractors entire right, title and interest in and to any such Inventions.
8.2 Contractor hereby grants to Enova an irrevocable, assignable,
nonexclusive royalty-free unrestricted license to use, copy, distribute and make
derivatives of any proprietary rights or specialized knowledge of Contractor or
any subcontractor that are part of any work product furnished by Contractor to
Enova under this Agreement for Enova's and its affiliates' use. Prior to
furnishing to Enova any proprietary rights of Contractor or any subcontractor,
Contractor shall inform Enova in writing of its plan to provide such rights and
shall describe such rights in sufficient detail so that Enova can understand
that the scope of the rights claimed by Contractor.
8.3 If requested by Enova, Contractor agrees to take all actions
necessary, at Enova's sole cost and expense, to obtain, maintain or enforce
patents, copyrights, trade
-3-
<PAGE>
secrets and other proprietary rights in connection with any Invention, and
Contractor agrees that its obligations under this Article shall continue beyond
the termination or completion of this Agreement.
8.4 Any and all material and information prepared, accumulated or
developed by Contractor, any subcontractor or their respective employees,
including, without limitation, documents, drawings, calculations, maps, plans,
estimates, specifications, sketches, notes, reports, summaries, data models and
samples, source code, object code, object libraries and development tools, to
the extent Enova may determine (hereinafter, collectively, the "Material"),
shall become the property of Enova when prepared or in process, whether or not
delivered by Contractor. Contractor shall deliver the Material, together with
any other materials furnished to Contractor by Enova hereunder, to Enova upon
request, and, in any event, upon termination or completion of this Agreement.
8.5 Contractor acknowledges that Enova is making a substantial investment
in the development and building of the COE and in the future development of
information technology for providing business products and services to Enova's
and its affiliates' customers. Enova could lose a substantial strategic
advantage were its competitors to gain access to any of the trade secret
information developed by Contractor or Enova relating to the COE. Without
limiting the provisions set forth in subsections 8.1 through 8.4 inclusive,
Contractor agrees that during the term of this Agreement and for a period of
eighteen (18) months following its expiration or termination, Contractor will
not provide any consulting services to any gas or electric utility, any utility
holding company or any regulated or unregulated subsidiary of a utility holding
company, any power marketer or any other company that provides energy
information or energy purchasing related products or services in the United
States
8.6 Prior to working on any customized software, Contractor shall identify
in writing to Enova any third party development tools, (whether or not
commercially available), compilers, libraries or other source code to be
embedded in, used in the development of and/or necessary for the maintenance of
any customized software written by Contractor or any subcontractor in accordance
with SCHEDULE A. In addition, prior to working on the project, Contractor shall
inform Enova of the cost of procuring a perpetual royalty-free license to use,
modify, translate and create derivatives of the third party source code as part
of the Enova software, the cost of obtaining a run-time executable license to
the third party software and the cost of development tools (whether or not
commercially available). If Enova approves the project in accordance with
SCHEDULE A, then Contractor shall be responsible for initiating and assisting
Enova in the procurement, in the name of Enova, of any third party license
required to enable Enova to maintain, enhance and create derivatives of its
customized software, and, in the case of any business line software, to enable
Enova or its affiliates to sublicense Enova's software (with the embedded third
party code) on a shrink wrap basis.
9. REPORTS
Contractor shall provide monthly status reports as requested by Enova
Representative. Reports shall make monthly comparisons of the Services rendered
to date against the Scope of Work, including any deliverables and costs. Such
reports shall include an explanation of any significant variations, an
identification of any potential or known developments which may impact Enova,
and any corrective actions implemented. In
-4-
<PAGE>
addition, Contractor shall provide every six months updating the strategy
direction of information technology for the COE based upon developments at the
COE during the preceding six months and industry technical advances.
10. SUBCONTRACTORS
Contractor shall at all times be responsible for the acts and omissions of
subcontractors and individuals directly or indirectly employed by them.
Contractor shall be responsible for performance of all the Services, whether
performed by Contractor or its subcontractors. This Agreement shall not give
rise to any contractual relationship between Enova and a subcontractor of
Contractor. Enova shall not undertake any obligation to pay or to be responsible
for the payment of any sums to any subcontractor of Contractor. Contractor
acknowledges that the vendors supplying hardware, software, software development
services and integration services to the COE will not be subcontractors of
Contractor. The only subcontractors of Contractor will be consultants retained
by Contractor with the prior approval of Enova to provide technical and
consulting services to Enova under this Agreement.
11. EMERGING BUSINESS ENTERPRISES
It is the policy of Enova to provide maximum opportunity for women,
minority and service disabled veteran business enterprises, hereafter referred
to as emerging business enterprises ("EBE") to participate in the performance of
contracts. As part of Enova's efforts toward achieving its EBE goals, Enova
requests and expects as performance to this Agreement, Contractor to utilize EBE
subcontractors and subsuppliers and to make good faith efforts to set and attain
goals in parity with the Enova goals when contracting for work with Enova.
12. COMPENSATION
12.1 Contractor agrees that Contractor and Enova shall agree to a
budget for each deliverable. Contractor shall not bill Enova for any amounts
in excess of the budget unless Enova agrees in writing to allow Contractor to
exceed the budget for a particular item. In no event shall Contractor's total
compensation for Services during each of the twelve month periods, commencing
January 1 and ending December 31, during the term of this Agreement exceed
[...***...] for such period unless prior to providing any Services in excess
of the "not to exceed project budget", an executive officer of Enova approves
in writing a revised not to exceed project budget" for the Services. No right
to exceed any deliverable budget or to exceed project budget" shall be
inferred from course of performance or course of dealing. The "not to exceed
budget" is based upon Contractor's two year cost estimate for the Services
specified in SCHEDULE A which is attached as SCHEDULE C - TASK COST
ESTIMATES. The TASK COST ESTIMATES do not impose any obligation on Enova to
use a minimum number of hours of Contractors Services and are not intended by
either party to be used as a performance standard, as a measure of damages or
as a basis for the calculation of any termination fees. The "not to exceed
budget" is not a budget for any deliverable and does not negate the
obligation to budget the individual deliverables.
12.2 Contractor hereby agrees to accept as full compensation for
satisfactory performance of the Services as described in Article 1 and SCHEDULE
A, the compensation
*CONFIDENTIAL TREATMENT REQUESTED
-5-
<PAGE>
that is outlined in SCHEDULE B - COMPENSATION. Payments shall be made at the
times and in the manner specified in Article 13.
13. PAYMENT
13.1 Except as otherwise expressly provided, Contractor shall invoice
Enova monthly for the prior month's Services and for reimbursement of
Contractor's reasonable out-of-pocket travel and related expenses incurred at
the request of Enova and with the prior written approval of the Enova
Representative plus any additional reasonable out-of-pocket expenses incurred in
connection with the Services with the prior written approval of the Enova
Representative. Except as otherwise expressly provided, Enova will not reimburse
Contractor for its overhead expenses including any legal fees, insurance costs
or office expenses and Enova will not reimburse Contractor for any out-of-pocket
expenses or per diem allowances of its subcontractors. Invoices shall have
complete support documentation of all charges incurred, including timesheets and
any other data required to calculate fees or variable rate charges, plus
receipts for reimbursable expenses in amounts equal to or greater than $25.00
per item and a breakdown by category.
13.2 If Enova consents to Contractor's retention of a subcontractor to
develop any software deliverables in accordance with SCHEDULE A, then Contractor
and Enova shall agree to a milestone and delivery or other payment schedule for
the deliverable and Contractor will invoice Enova in accordance with the payment
schedule.
13.3 Enova may withhold payment of the whole or part of any amount due or
claimed to be due by Contractor to such extent as may be necessary to protect
Enova from loss on account of any of the following;
13.3.1 Defective Services not remedied or any software errors or
software deficiencies not remedied, including repair costs, the cost of
procuring substitute Services or goods or the cost of rewriting unusable
software;
13.3.2 Third party claims filed or reasonable evidence indicating
probable filing of such claims.
13.3.3 Failure of Contractor to make payment promptly to its
employees, suppliers or subcontractors.
13.3.4 Damage caused by Contractor to others and/or Enova; or
13.3.5 A good faith dispute as to the achievement of a quarterly
deliverable or the calculation of the amount invoiced or a good faith dispute as
to the achievement of any milestone for a software deliverable or acceptance of
any software deliverable.
13.4 Contractor shall submit invoices in duplicate in a format approved by
Enova and as set forth in this Article to:
Originals to: Enova Corporation
Attention: Accounts Payable
P. 0. Box X-1021
San Diego, CA
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<PAGE>
Copy to: Enova Corporation
Attention: Barbara Klawunder,
Director, Information Technology Services
8330 Century Park Court, Suite 3100
San Diego, CA 92123-1530
Enova shall make payment within thirty (30) days after receipt and
approval of invoice.
14. AUDIT
14.1 Enova reserves the right to designate its own employee
representative(s) or its contracted representative with a certified public
accounting firm, who shall have the right to audit and to examine any cost,
payment, settlement or supporting documentation resulting from any Services and
work performed on this Agreement. Any such audit(s) shall be undertaken by Enova
or its contracted representative at reasonable times and in conformance with
generally accepted auditing standards. Contractor agrees to fully cooperate with
any such audit(s).
14.2 Contractor shall include a similar clause in its agreements with its
subcontractors reserving the right to designate Contractor's own employee
representative(s), its contracted representative from a certified public
accounting firm, and representative(s) from Enova, who shall have the right to
audit and to examine any cost, payment, settlement or other supporting
documentation resulting from any item set forth in its agreements.
14.3 Contractor shall be notified in writing of any exception taken as
a result of an audit of Contractor or a subcontractor. Contractor shall
refund the amount of any undisputed exception to Enova within ten (10) days.
If Contractor fails to make such payment, Contractor agrees to pay interest,
accruing monthly, at a rate of 10% per annum. Interest will be computed from
the date of written notification of exception(s) to the date Contractor
reimburses Enova for any exception(s). In the event an audit verifies
overcharges of five percent (5%) or more, then Contractor shall reimburse
Enova for the cost of the audit. Any disputed exceptions will be resolved
between the parties or pursuant to Article 28 hereunder.
14.4 This right to audit shall extend for a period of five (5) years
following the date of final payment under this Agreement. Contractor and each
subcontractor shall retain all necessary records/documentation for the entire
length of this audit period.
15. TAXES
Contractor assumes exclusive liability for and shall pay before
delinquency, all federal, state or local sales, use, excise and other taxes,
charges or contributions of any kind now or hereafter imposed on, or with
respect to, or measured by the equipment, materials, supplies or labor furnished
hereunder or the wages, salaries or other remunerations paid to individuals
employed in connection with the performance of the Services or any work
hereunder. Contractor shall hold harmless, indemnify and defend Enova, together
with any and all its officers, directors, agents and employees from any
liability, penalty, interest and expense by reason of Contractor's failure to
pay such taxes, charges or contributions. Contractor and Enova shall cooperate
with each other to minimize the tax liability of both parties to the extent
legally permissible, including separately stating taxable charges on
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Contractors invoices and supplying resale and exemption certificates, if
applicable, and other information as reasonably requested.
16. INDEPENDENT CONTRACTOR
16.1 It is agreed that Contractor shall perform the Services under this
Agreement as an independent contractor and no principal-agent or
employer-employee relationship or joint venture or partnership shall be created
with Enova.
16.2 Contractor represents to Enova that it and its subcontractors are
properly licensed in the State of California, insured, fully experienced and
properly qualified to perform the class and type of the Services as specified in
this Agreement, in addition to being properly equipped, organized, staffed and
financed to handle such Services.
16.3 Contractor shall perform the Services in an orderly and workmanlike
manner, enforce strict discipline and order among its personnel, and shall NOT
employ on the Services any personnel unskilled in the work assigned.
16.4 Contractor shall use prudent business practices in its relationships
with suppliers and subcontractors.
16.5 Contractor shall NOT engage in any advertising, publicity or other
promotional activities which in any way directly or indirectly refers to this
Agreement.
17. WARRANTY
Contractor expressly warrants, from the date of this Agreement until
twelve (12) months after the date on which the last Services are performed under
this Agreement by Contractor, that all the Services performed hereunder shall be
in compliance with the performance standards and specifications set forth in the
Scope of Work and the terms of this Agreement. Any Services furnished hereunder
failing to meet such standards shall be repeated or corrected, at no charge to
Enova. Additionally, Contractor shall reimburse Enova for any and all damages
and repair costs resulting from, or due to, any deficiencies in the Services
provided by Contractor. Any software deliverable will include the warranty set
forth in SCHEDULE A.
18. INSURANCE
Without limiting any of the other obligations or liabilities of
Contractor, Contractor shall, at its own expense, secure and maintain in effect
during the term of this Agreement, except as otherwise expressly provided on an
"Occurrence" and not a "Claims Made" basis, insurance coverages as described
herein, in amounts NOT less than the minimum limits specified, to protect
Contractor and Enova from claims or liabilities in any way arising out of
Contractors performance or non-performance hereunder: (1) Workers Compensation
Insurance and Employers Liability Insurance in accordance with statutory
requirements and limits, and (2) Commercial General Liability Insurance,
including completed operations coverage, products liability coverage, automobile
liability and contractual liability coverage for liability assumed by Contractor
in this Agreement, with limits of NOT less than the amount specified in SCHEDULE
D - REQUIRED INSURANCE (the limits specified on SCHEDULE D shall not be less
than $1,000,000 (One Million Dollars) for each occurrence for bodily injury
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and property damage combined, and, if no limits are specified in SCHEDULE D, the
limits shall not be less than $1,000,000 (One Million Dollars) for each
occurrence for bodily injury and property damage combined), (3) Claims Made
professional errors and omissions insurance with limits of not less than the
amount specified in SCHEDULE D (the limits specified on SCHEDULE D shall not be
less than $1,000,000 (One Million Dollars), provided that Enova shall reimburse
Contractor for the first $10,000 in premiums incurred to acquire a policy and
any renewals thereof during the term of this Agreement and for at least six
months following termination of the Agreement, and (4) such other insurance as
required pursuant to SCHEDULE D Contractor shall name Enova, and its past and
present parent company, subsidiaries, and affiliates, and their directors,
officers and employees as additional insureds on the policy(ies) of insurance
and endorsements to the policies in a form approved by Enova and shall provide
to Enova certificates evidencing this coverage. Contractor agrees that the
insurance provided to Enova hereunder shall be primary to any insurance of Enova
for all purposes, such Enova insurance to be considered as excess of and not
contributing with Contractors policies. Contractor shall be responsible solely
for any deductible or self-insured retention on such insurance. All such
insurance policy(ies) shall contain a severability of interest or cross
liability clause, shall contain a waiver by the insurer of subrogation in favor
of Enova, and shall provide that the insurance may not be modified, canceled or
not renewed for any reason, except with the insurer giving thirty (30) days'
prior written notice to Enova.
19. INDEMNITY
19.1 As between Enova and Contractor, Contractor shall be solely liable
for and Contractor shall indemnify, defend and hold Enova, and its parent
company, subsidiaries, affiliates, divisions and their respective directors,
officers, shareholders, employees, agents, representatives, successors and
assigns harmless from and against any and all claims, actions, suits,
proceedings, losses, liabilities, penalties, damages, costs or expenses
(including attorneys' fees and disbursements) of any kind whatsoever resulting
from (1) injuries to or death of any and all individuals, including, without
limitation, members of the general public, or any employee, agent, independent
contractor or consultant or affiliate of either Enova or Contractor, arising
from the negligence, error, omission or wilful misconduct or breach of this
Agreement by Contractor or its subcontractors, (2) damage to, loss, and/or
destruction of property, including, without limitation, to, property of Enova or
Contractor arising from the negligence, error, omission or wilful misconduct or
breach of this Agreement by Contractor or its subcontractors, (3) third party
claims of any kind, whether based upon negligence, strict liability or
otherwise, arising out of or in connected in any manner to Contractors or any of
its subcontractor's acts or omissions in breach of this Agreement, or (4)
Contractors failure to comply with Article 21 hereunder.
19.2 Contractor shall indemnify, defend and hold Enova, and its parent
company, subsidiaries, and affiliates and their directors, officers,
shareholders, employees, agents and representatives harmless from and against
any and all claims, actions, suits, proceedings, losses, liabilities, penalties,
damages, costs or expenses (including attorneys' fees and disbursements) of any
kind whatsoever arising from (1) actual or alleged infringement or
misappropriation by Contractor or any subcontractor of any patent, copyright,
trade secret, trademark, service mark, trade name, or other intellectual
property right in connection with the Services, including without limitation,
any deliverable, (2) Contractors violation of any third party license to use
intellectual property in connection with the Services, including, without
limitation, any deliverable.
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19.3 If any claim is brought against Enova, then Contractor shall be
entitled to participate in, and, unless in the opinion of counsel for Enova a
conflict of interest between Enova and Contractor may exist with respect to such
claim, assume the defense of such claim, with counsel reasonably acceptable to
Enova. If Contractor does not assume the defense of Enova, or if a conflict
precludes Contractor from assuming the defense, then Contractor shall reimburse
Enova on a monthly basis for Enova's defense through separate counsel of Enova's
choice. Even if Contractor assumes the defense of Enova with acceptable counsel,
Enova, at its sole option, may participate in the defense, at its own expense,
with counsel of its own choice without relieving Contractor of any of its
obligations hereunder.
19.4 In no event, whether as contract, warranty, tort (including
negligence) or otherwise, shall Contractor or Enova be liable to the other party
for indirect, special, incidental or consequential damages, including, without
limitation, loss of data, loss of profits or down time costs.
20. GOVERNING LAW
The formation, interpretation and performance of this Agreement shall be
governed by the internal laws of the State of California.
21. COMPLIANCE WITH LAWS
Contractor and its subcontractors shall be deemed to be familiar with, and
at all times during performance of the Services shall comply with and observe,
all applicable federal, state and local laws, ordinances, rules, regulations,
executive orders, all applicable safety orders and all orders or decrees of
administrative agencies, courts or other legally constituted authorities having
jurisdiction or authority over Contractor, Enova or the Services.
22. TERMINATION
22.1 Contractor agrees that if (1) Contractor abandons the Services, or
(2) Contractor shall become bankrupt or insolvent, or shall assign this
Agreement, or sublet any part thereof, without the written authorization of
Enova, or (3) Contractor violates any of the provisions of this Agreement, or
executes this Agreement in bad faith, or (4) Contractor is not performing the
Services or any software development work in accordance with the terms of this
Agreement, Enova may notify Contractor, pursuant to Article 29, to discontinue
all or any part of the Services or work and Contractor shall thereupon
discontinue the Services, work or such parts thereof. Contractor shall not be
entitled to any termination fee if the Services, work or any part thereof is
terminated pursuant to this subsection.
22.2 It is also expressly agreed that Enova shall have the right to
terminate this Agreement, or any part thereof, at any time for its sole
convenience upon thirty (30) days' written notice, pursuant to Article 29, to
Contractor and payment of any fees accrued prior to the effective date of the
termination and, depending upon when such termination for convenience occurs, a
termination fee calculated as set forth on SCHEDULE E - TERMINATION FEES.
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22.3 In no event shall Contractor be entitled to payment for any Services
which has NOT been authorized by Enova, or, if authorized, is NOT yet performed,
or any anticipated profits for any Services that have not been authorized or
performed.
23. LIENS
Without limiting the generality of Article 19, Contractor shall indemnify,
defend, and hold Enova, and its parent company, subsidiaries, affiliates and
their directors, officers, shareholders, employees, agents and representatives
harmless from and against any mechanics lien or stop notice claim against Enova
by Contractor, subcontractors, employees or agents pertaining to the Services
specified in this Agreement, including any software deliverables.
24. ASSIGNMENT
Contractor shall give personal attention to the execution of the Services
herein provided for, and shall NOT assign this Agreement, nor employ any
subcontractor for the execution of the same or any part thereof, without prior
written authorization of Enova. No such written authorization, however, shall be
construed as discharging or releasing Contractor in any way from the performance
of the Services or the fulfillment of any obligation specified in this
Agreement. Contractor shall remain jointly and severally liable with any
assignee of its rights or obligations.
25. EQUAL EMPLOYMENT OPPORTUNITY
If this Agreement is subject to Executive Order 11246 of September 24,
1965, Section 503 of the Rehabilitation Act of 1973, or the Vietnam Era
Veterans' Readjustment Act of 1974, Contractor agrees to comply with the equal
employment opportunity clauses set out at 41 CFR 60-1.4 and the requirements for
affirmative action for veterans and disabled persons set out at 41 CFR 60-250.4
and 60-741.4, respectively, which clauses are incorporated herein by reference
with the same force and effect as if stated in full text.
26. GOVERNMENT CONTRACT CLAUSES INCORPORATED BY REFERENCE
If this Agreement is entered into as a subcontract to a prime contract
with the United States Government, then each of the clauses set forth on
SCHEDULE F - GOVERNMENT CONTRACT CLAUSES (to the extent applicable) set forth in
the Federal Acquisition Regulation in effect on the date of this Agreement is
incorporated herein by reference, with the same force and effect as if they were
given in full text and the terms and conditions thereof shall be controlling
over any conflicting terms and conditions set forth in the Agreement or any
amendment hereto.
27. NON WAIVER
The failure of Enova to insist upon or enforce, in any instance, strict
performance by Contractor of any of the terms of this Agreement or to exercise
any rights herein conferred shall NOT be construed as a waiver or relinquishment
to any extent of its right to assert, or rely upon any such terms or rights on
any future occasion. No waiver shall be valid unless stated in writing as set
forth in Article 29.
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28. DISPUTES
28.1 Any dispute that cannot be resolved between Contractor Representative
and Enova Representative shall be referred to Enova Chief Information Officer
and an officer of Contractor for resolution. If Enova and Contractor cannot
reach an agreement within a reasonable period of time or cannot agree on the use
of a mediator to assist in reaching an agreement, then Enova and Contractor
shall have the right to demand arbitration as provided for herein.
28.2 Any dispute arising under or in connection with this Agreement shall
be settled by binding arbitration in the City of San Diego under the existing
Commercial Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered may be entered in any court having jurisdiction
hereto. Either party may demand arbitration by written notice to the other party
and the American Arbitration Association, within a reasonable period of time
after the date on which the dispute arose, and in no event later than one year
after the claim arose. The arbitration shall be conducted by a panel of three
arbitrators, one of whom shall be selected by Enova and one of whom shall be
selected by Contractor and the third of whom shall be selected by the other two
arbitrators. Discovery may be conducted under the California Rules of Civil
Procedure. All discovery shall be completed by no later than the commencement of
the arbitration hearing, unless upon a showing of good cause, the arbitrators
extend or shorten that period. The arbitrators shall issue an award in writing,
which if requested by either party, shall include written findings of fact and
conclusions of law. The arbitration shall be final and binding regardless of
whether one of the parties fails or refuses to participate in the arbitration.
The arbitrators are empowered to hear all disputes between parties concerning
the subject matter of this Agreement, and the arbitrators may award monetary
damages, specific performance, injunctive relief, rescission, restitution, costs
of arbitration and attorneys' fees. The arbitrators shall have no authority to
award exemplary or punitive damages or to change, modify or alter any express
term, condition or provision of this Agreement, and to that extent the scope of
their authority is limited.
28.3 In any action in arbitration to enforce or interpret any of the terms
of this Agreement, the prevailing party shall be entitled to recover from the
unsuccessful party all costs, expenses, (including expert testimony) and
reasonable attorneys fees incurred therein by the prevailing party.
28.4 In no event shall the arbitration of any controversy or the
settlement thereof delay the performance of this Agreement.
29. NOTICES OR DEMANDS
Any notice, request, demand or other communication required or permitted
under this Agreement, shall be deemed to be properly given by the sender and
received by the addressee if made in writing and (1) upon receipt, if personally
delivered; (2) three days after deposit in the mails if mailed by certified or
registered air mail, post prepaid, with a return receipt requested; or (3) if
sent by facsimile with confirmation sent as provided in (2) above. All
correspondence shall reference the contract number shown on the cover page of
this document. Mailed notices and facsimile notices shall be addressed as
follows to:
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Enova: ENOVA CORPORATION
P. 0. Box 1831
San Diego, California 92112-4150
Facsimile No: (619) 699-5177
Attention: _______________
Contract No.______________
Contractor: TRANSNATIONAL PARTNERS, II
10299 Scripps Trail, Suite E 229
San Diego, California 92131
Facsimile No: (619) 271-5878
Attention: David P. Porreca
30. NONDISCLOSURE
30.1 LIMITATIONS ON USE AND DISCLOSURE. Contractor shall NOT use for any
purpose other than performing Services under this Agreement or divulge,
disclose, produce, publish, or permit access to, without the prior written
consent of Enova, any Confidential Information. Confidential Information
includes, without limitation, all information or materials prepared in
connection with the work performed under this or any related subsequent
agreement, designs, drawings, specifications, architecture, techniques, models,
data, documentation, source code, object code, diagrams, flow charts, research,
development, processes, procedures, know-how, manufacturing, development or
marketing techniques and materials, development or marketing timetables,
strategies and development plans, customer, supplier or personnel names and
other information related to customers, suppliers or personnel, pricing policies
and financial information, and other information of a similar nature, whether or
not reduced to writing or other tangible form, and any other trade secrets.
Confidential information does not include (1) information known to Contractor
prior to obtaining the same from Enova; (2) information in the public domain at
the time of disclosure by Contractor, or (3) information obtained by Contractor
from a third party who did not receive same, directly or indirectly, from Enova.
Contractor shall use the higher of the standard of care that Contractor uses to
preserve its own confidential information or a reasonable standard of care to
prevent unauthorized use or disclosure of such Confidential Information.
30.2 COURT OR ADMINISTRATIVE ORDER. Notwithstanding the provisions of
Section 30.1 above, Contractor and its employees, agents and representatives
("Representatives") may disclose any of the Confidential Information in the
event, but only to the extent, that, based upon advice of counsel, it is
required to do so by the disclosure requirements of any law, rule, or regulation
or any order, decree, subpoena or ruling or other similar process of any court,
governmental agency or governmental or regulatory authority. Prior to making or
permitting any of its Representatives to make such disclosure, Contractor shall
provide Enova with prompt written notice of any such requirement so that Enova
(with Contractor's assistance) may seek a protective order or other appropriate
remedy.
30.3 DOCUMENT RETENTION. At any time upon the request of Enova, Contractor
shall promptly deliver to Enova or destroy (with such destruction to be
certified to Enova) all documents (and all copies thereof, however stored)
furnished to or prepared by Contractor and its Representatives that contain
Confidential Information and all other documents in Contractors possession or
control that contain or that are based on or derived from Confidential
Information.
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30.4 SURVIVAL. Notwithstanding the return or destruction of all or any
part of the Confidential Information, the confidentiality provisions set forth
in this agreement shall nevertheless remain in full force and effect with
respect to specific Confidential Information until the date that is four years
after the date of disclosure of such Confidential Information.
30.5 REMEDIES. The parties acknowledge that the Confidential Information
is valuable and unique, and that damages would be an inadequate remedy for
breach of this Agreement and the obligations of Contractor and the
Representatives are specifically enforceable. Accordingly, the parties agree
that in the event of a breach or threatened breach of this Agreement by
Contractor, Enova shall be entitled to seek an injunction preventing such
breach, without the necessity of proving damages or posting any bond. Any such
relief shall be in addition to, and not in lieu of, money damages or any other
legal or equitable remedy available to Enova.
31. TIME OF ESSENCE
Time is expressly agreed to be of the essence of this Agreement and each,
every and all of the terms, conditions and provisions herein.
32. VALIDITY
The invalidity, in whole or in part, of any provisions hereof shall NOT
affect the validity of any other provisions hereof.
33. SURVIVAL
The obligations imposed on Contractor and Contractor's employees by and
pursuant to Articles 8,14,15,17, 18, 19, 23 and 30 survive termination of this
Agreement.
34. NO ORAL MODIFICATIONS
No modification of any provisions of this Agreement shall be valid unless
in writing and signed by authorized representatives of the party against whom
such modification is sought to be enforced. The authorized representative of
Enova is not the Enova Representative and the Enova Representative is not the
authorized representative for Amendments. Amendments must be signed by persons
internally authorized to do so by Enova pursuant to its corporate policies.
35. CAPTIONS
The captions in this Agreement are for convenience and reference only and
the words contained therein shall in no way be held to explain, modify, amplify
or aid in the interpretation, construction or meaning of the provisions of this
Agreement.
36. COUNTERPARTS
This Agreement may be executed in counterparts which, taken together,
shall constitute a single instrument.
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37. AUTHORITY
Each individual executing this Agreement on behalf of Enova and Contractor
represents and warrants that he or she is duly authorized to execute and deliver
this Agreement on behalf of said party and that this Agreement is binding upon
said party in accordance with its terms.
38. COMPLETE AGREEMENT
This Agreement constitutes the complete and entire Agreement between the
parties and supersedes any previous communications, representations or
agreements, whether oral or written, with respect to the subject matter hereof
There are no additions to, or deletions from, or changes in, any of the
provisions hereof, and no understandings, representations or agreements
concerning any of the same, which are NOT expressed herein, unless stated
below. THE PARTIES HEREBY AGREE THAT NO TRADE USAGE, PRIOR COURSE OF DEALING
OR COURSE OF PERFORMANCE UNDER THIS AGREEMENT SHALL BE A PART OF THIS
AGREEMENT OR SHALL BE USED IN THE INTERPRETATION OR CONSTRUCTION OF THIS
AGREEMENT. The following Schedules are attached hereto and incorporated
herein by this reference:
SCHEDULE A - TECHNICAL SERVICES SCOPE OF WORK
SCHEDULE B - COMPENSATION
SCHEDULE C - TASK COST ESTIMATES
SCHEDULE D - REQUIRED INSURANCE
SCHEDULE E - TERMINATION FEES
SCHEDULE F - GOVERNMENT CONTRACT CLAUSES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
TRANSNATIONAL PARTNERS
By: /s/ David P. Porreca ENOVA CORPORATION
--------------------------------
Title: Managing Partner
----------------------------- By:
Date: 2/3/97 -------------------------------------
------------------------------ Title: Sr. V.P., CFO and Treasurer
----------------------------------
Date: 2/4/97
-----------------------------------
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ENOVA CORPORATION
SCHEDULE A
TECHNICAL SERVICES SCOPE OF WORK
FOR
CENTER OF EXCELLENCE
1. Strategic Architecture Refinement and Maintenance
Transnational Partners II ("Contractor") and the Information Technology
Services Department of Enova ("ITS") have completed a preliminary
architecture specification for Enova's future information technology as
set forth in the ITS Future State document dated October, 1996 attached
hereto ("architecture specification"). This architecture specification is
being used as a blue print for building the software infrastructure that
is the heart of the Center of Excellence. This architecture specification,
like software itself, must be updated regularly to provide Enova with a
strategic direction that is relevant both to underlying business and
technology directions. Contractor shall provide Enova ongoing advice and
assistance in finalizing and updating, as necessary, the architecture
specification.
2. Center of Excellence Staff
2.1 Employees. The staff of the Center of Excellence will be composed of
internal Enova employees and external contract support staff
retained by Contractor. Enova business timelines make it imperative
that selected employees and contractors possess the necessary
technical skills and vision behind Center of Excellence projects.
Enova expects that it will hire through its normal employment hiring
channels any personnel that it will need to operate the Center of
Excellence and to support business line product development.
Contractor shall assist Enova in screening, conducting initial
interviews and recommending persons to fill any Enova employee staff
positions for the Center of Excellence. All Enova hiring decisions
shall be made by Enova.
2.2 Contract Personnel. Contractor, however, may retain contract support
staff (as opposed to system integrators and other vendors who may
provide services in connection with the projects) to fill positions
that are expected to be temporary or be limited to the duration of
the Contractor project to work under the direction of Contractor
and, subject to the conditions specified below, may hire individual
expert programmers to work on approved projects under the direction
of Contractor. Contractor shall be responsible for entering into an
appropriate confidentiality, work made for hire, and invention
assignment agreements with each of its contract support staff and
subcontractors in form and substance reasonably satisfactory to
Enova and Enova shall be named a third party beneficiary of those
agreements (such form to be prepared and approved prior to the
execution of this Agreement). Contractor shall responsible for
paying its contract support staff and any third party programmers or
consultants that it directly retains, including any out-of
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pocket expenses or per diem allowances which are not reimbursable by
Enova.
Contractor acknowledges that it is not a general contractor under
this Agreement and that Enova will generally procure third party
software, including customized software, directly from vendors.
However, Contractor has represented to Enova that it has contacts
with individual expert computer programmers and integrators who work
on projects throughout the country on a consulting basis and who may
be willing to work as subcontractors on this project because of
Contractors involvement. Subject to (a) Enova's written approval of
(i) each specific project on which a subcontractor will work, (ii)
unless the specific project requires fewer than eight man hours or
unless otherwise waived in writing by the Enova Representative, the
functionality specifications and performance requirements for each
custom software or programming to be done by the subcontractor, and
(iii), unless the specific project requires fewer than eight man
hours, Enova and Contractor's agreement as to a fixed fee or time
and materials arrangement with a budget and milestone and
deliverables schedule for each such specific project and (b)
Contractor's adherence to the software development terms and
conditions set forth in this SCHEDULE - A, then Contractor may
retain such consultants as a subcontractor and bill Enova for the
services in accordance with the agreed upon fee arrangement and in
accordance with the payment provisions of this Agreement.
3. Enova Enterprise Infrastructure Development
3.1 GENERAL. Contractor shall provide lead direction, management and
system engineering in the development of the following components of
the Enova Enterprise Infrastructure as specified in the architecture
specification approved by Enova: (i) enterprise network
infrastructure, (ii) system security for the Center of Excellence,
(iii) data and application services infrastructure for the Center of
Excellence, (iv) world wide web infrastructure, (v) legacy systems
data access and interface operability, (vi) desktop environment for
the staff of the Center of Excellence, (vii) data repository for the
Center of Excellence's access to enterprise wide data from separate
existing and legacy systems, (viii) middleware layer of the
infrastructure for the Center of Excellence, (ix) integrated system
management environment for the maintenance and operation of an
enterprise computing environment and (ix) repository of application
software components and application software standards. Each of
these items will be developed in accordance with the approved
architecture specification.
3.2 REQUIREMENTS
3.2.1 Network Infrastructure.
(a) prepare with Enova's input and submit for Enova's
written approval a detailed design specification for
each of the five networks specified in the architecture
specification (I.E. firewalls
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and demilitarized zone network, public services network,
internal services network, business unit network and
internal backbone network), a detailed design
specification for the interconnection of these networks,
and a detailed functionality specifications and
performance requirements for any custom software
included within any of the network designs or the
interconnection of the networks;
(b) recommend to Enova the procurement of specific hardware
and software components for the networks, identify
vendors, solicit bids and proposals and provide
recommendations to Enova on vendor selection for the
network hardware and software components and for
pre-installation and installation related services;
(c) assist Enova in procuring through Enovas normal
procurement channels any capital assets (regardless of
price), technical services, hardware and software
warranties and maintenance contracts and any services
from each vendor whose total bill for goods and services
on one or more purchase orders may exceed a total of
$500,000 and procure on Enovas behalf any other
services required for pre-installation or installation
of the network;
(d) supervise and manage projects relating to the
pre-installation preparation of the facility and
installation of the networks and the integration of the
networks;
(e) conduct quality testing of each of the installed
networks and the integration of the networks and certify
quality compliance; and
(g) provide knowledge transfer and on-the-job training to
Enova personnel through work performed jointly with
Enova employees and contractors.
3.2.2 System Security
(a) subject to Enova's input and approval, develop an
integrated Enova enterprise system for user
identification and system access privileges and other
security management;
(b) subject to Enova's input and approval, develop and or
assist Enova in procuring through its normal procurement
channels technology and materials to permit digital
signatures and certificates issued by agencies approved
by Enova for use in business line products;
(c) identify and recommend to Enova public-key encryption
technology to ensure highly secure storage and exchange
of sensitive information and assist Enova in procuring
such technology through its normal procurement channels
(d) provide quality testing of the security systems and
certify quality compliance; and
(e) provide knowledge transfer and on-the-job training to
Enova personnel through work performed jointly with
Enova employees and contractors.
A-3
<PAGE>
3.2.3 Data & Application Services Infrastructure
(a) prepare with Enova's input and submit for Enova's
written approval a detailed design specification for the
data and application services infrastructure specified
in the architecture specification and a detailed
functionality specifications and performance
requirements for any custom software included within the
data and applications services infrastructure;
(b) recommend to Enova middleware, database, data repository
and software development tools and assist Enova in
procuring such tools through its normal procurement
channels;
(c) recommend specific middleware products, data warehouse
products and data replication products based upon
Enova's determination of its business line application
requirements;
(d) identify vendors, prepare requests for proposal, solicit
bids and proposals and provide recommendations to Enova
on vendor selection for such selected middleware
products, data warehouse products and data replication
products and for any installation related services;
(e) assist Enova in procuring through its normal procurement
channels any capital assets (regardless of price),
technical services, hardware and software warranties and
maintenance contracts and any services from each vendor
whose total bill for goods and services on one or more
purchase orders may exceed a total of $500,000 and
procure on Enova's behalf any other services required
for pre-installation or installation of such products;
(f) supervise and manage the development of and installation
of such products;
(g) provide quality testing of the installed products and
certify compliance; and
(h) provide knowledge transfer and on-the-job training to
Enova personnel through work performed jointly with
Enova employees and contractors.
3.2.4 Web Infrastructure
(a) prepare and submit for Enova's approval a detailed
design specification for a commerce-capable Web site
that meets the requirements of OneStep and EnergyTrader.
(b) build Web site and Web enabled applications to utilize
fully the Web as a delivery channel for OneStep and
EnergyTrader;
(c) identify and assist Enova in procuring through its
normal procurement channels customized back-end database
and application services integration and related
warranty and maintenance contracts;
(d) provide quality testing of front-end and back-end of Web
site, including commerce security aspects and certify
compliance; and
A-4
<PAGE>
(e) provide knowledge transfer and on-the-job training to
Enova personnel through work performed jointly with
Enova employees and contractors.
3.2.5 Desktop Environment
(a) assist Enova in selecting software components for
desktop;
(b) integrate selected Web browser with enterprise mail,
office software and proprietary Enova software systems;
(c) assist Enova in procuring licenses, warranties and
maintenance contracts for software; and
(d) provide knowledge transfer and on-the-job training to
Enova personnel through work performed jointly with
Enova employees and contractors.
3.2.6 Data Repository
(a) manage specified projects approved by Enova to create
tools and systems needed to link general ledger data
with other business lines' financial systems in
accordance with the architecture specification;
(b) manage specified project approved by Enova to create
link between corporate and affiliate financial systems
in accordance with the architecture specification;
(c) build and manage central repository of business objects
for reuse and redeployment as specified in the
architecture specification; and
(d) provide knowledge transfer and on-the-job training to
Enova personnel through work performed jointly with
Enova employees and contractors.
4. BUSINESS LINE DEVELOPMENT SUPPORT
Contractor will provide architecture design services for business line
development activities of the Center of Excellence. The purpose of this
service is to ensure that business line development projects are in
conformance with Center of Excellence design and development principles.
As part of this activity, Contractor will:
4.1 Educate project staff in Center of Excellence principles and
underlying technology;
4.2 Assist Enova in the selection of project development tools;
4.3 Assist Enova in the development of interoperability bridges between
business line components and to the underlying infrastructure;
4.4 Participate in the project design and review process;
4.5 Provide, at Enova's option, project management and development
assistance; and
4.6 Interface with and obtain required sign-offs from Enova business
lines for any project for such business line.
A-5
<PAGE>
5. PROJECT SYSTEM INTEGRATOR SELECTION
Contractor may provide system engineering and technical assistance for
large-scale, large cost projects not directly related to the core Enova
infrastructure development or specifically created to support new
lines-of-business requirements. These activities beyond that of system
integration, toolset and implementation guideline assistance are outside
the scope of this Schedule A and will be covered under a separate scope of
work that when executed by both parties shall become part of this
Agreement.
8. QUARTERLY DELIVERABLES.
Contractor will commence work at an interim site before the established
system network topologies and physical assets are transferred to the
"permanent" Center of Excellence. Contractor will accomplish the following
core corporate infrastructure deliverables within the following timelines,
subject to any change in the deliverables or timeline agreed to in
writing by the Enova Representative and the Contractors Representative to
meet new of changed Center of Excellence requirements. Each of these
deliverables is subject to the requirements set forth in Section 3 of this
SCHEDULE -A:
Quarter 1
---------
1. Recommend assist in procurement, develop software components and
install basic network infrastructure
2. Recommend and install basic infrastructure middleware, software
development and management software components
3. Establish Center of Excellence recruiting program (in coordination
with Enova HR and ITS)
4. Create ITS acquisition "SWAT" team
5. Establish Center of Excellence teams for all infrastructure and
business unit development projects (MINT, OneStep, EnergyTrader);
establish roles and timelines for each team
6. Recommend key initial Enova and contractor personnel
7. Develop Request for Proposal and receive initial bids for Center of
Excellence data repository
Quarter 2
---------
1. Commence design and development of components for assigned business
line and infrastructure development for the Center of Excellence
projects
2. Recommend and install infrastructure middleware, software
development and management software components to extend basic
infrastructure
3. Recommend and install initial set of data repository tools
4. Commence development of interfaces that bridge selected Center of
Excellence infrastructure software components
5. Commence development of Enova interface data repository
6. Develop component specification guidelines for Center of Excellence
software development activities
A-6
<PAGE>
Quarter 3
---------
1. Recommendation and development of commerce-capable Web
infrastructure
2. Continued development of interface data repository and middleware
component architecture
3. Prototype development of Center of Excellence business unit systems
(E.G., MINT, OneStep, EnergyTrader)
4. Commence prototype development of data warehouse application for one
or more Center of Excellence business unit project
5. Specify interface and gateway implementation guidelines for
achieving interoperability between the Center of Excellence
component architecture and legacy systems
6. Initiate development of gateway between MINT project software and
the current SDG&E Cost General software system
Quarter 4
1. Support deployment of MINT general ledger and other system
components
2. Support deployment of interoperability bridge between MINT and
corporate financial systems
3. Testing and refinement of Total Energy Services (E.G., EnergyTrader
and OneStep projects) in support of achieving basic operational
capability
4. Commence development of integrated system security components
5. Prototype development of MINT/corporate financial systems
interoperability interface to support financial interoperability
associated with additional Enova acquisitions
6. Commence population of Center of Excellence application component
and data repositories
Quarter 5
---------
1. Commence work on 2nd phase of data interface repository and
refinement of basic Center of Excellence infrastructure support
services
2. Development of distributed production support guidelines for Center
of Excellence-based projects
3. Begin development of workflow management components for distribution
of incubated Center of Excellence projects requiring external
support interfaces
Quarters 6-8
------------
1. Commence development of integrated system management capability for
all Center of Excellence and application components
2. Continued support of Center of Excellence business line development
project deployments and system refinement
3. Creation and deployment of data warehouse technology as needed
4. Deployment of workflow management capability
5. Extend middleware support services
6. Extend Web services
7. Extend data and application repository services
A-7
<PAGE>
7. CENTER OF EXCELLENCE ADMINISTRATION
Contractor will provide the following Center of Excellence services:
7.1 Development and maintenance of the Center of Excellence master
schedule;
7.2 Assistance in vendor negotiation and contract development;
7.3 Coordination and top-level administration of Center of Excellence
projects;
7.4 Development of progress reports and briefings for Enova management;
and
7.5 Prepare monthly reports on the actual project costs versus the
budgeted project costs during the preceding month and to date, and a
projection of costs during the current month.
8. ADDITIONAL DELIVERABLES
In addition to the services, design specifications, software
specifications and vendor recommendations and documentation outlined
above, Contractor will provide the following deliverables:
D1 MONTHLY PROGRESS REPORT
Contractor will submit a monthly progress report documenting all Center of
Excellence activities. This report will include an overview of Center of
Excellence activities including:
- major project accomplishments
- problems and issues
- schedule progress
- budget summary
D2 INFORMATION TECHNOLOGY SERVICES STRATEGIC ARCHITECTURE DOCUMENT
Contractor will publish the Enova's Information Technology Services
strategic architecture report no less than every six months. The report
will further document and outline Enova's strategic information direction
based on the lessons learned implementing Center of Excellence projects
and industry technical advances.
E SOFTWARE DEVELOPMENT TERMS AND CONDITIONS
Any software programming supplied by Contractor or its subcontractors
shall be subject the following terms and conditions:
E.1 Contractor shall perform the agreed upon work and produce the
deliverables set forth in writing signed by the Enova representative
and the Contractor representative which shall constitute part of
this SCHEDULE-A, by the deliverable dates set forth therein. Except
as expressly provided in Section 2.2 above, prior to commencing work
on any deliverable, Contractor shall prepare and obtain Enova's
approval to functional specifications and performance requirements
for such deliverable and shall prepare a fixed fee or budgeted time
and materials proposal for the specified deliverables. Neither
Contractor nor Subcontractor shall commence any work on any
A-8
<PAGE>
deliverable unless the Enova Representative has approved in writing
the specifications and compensation arrangement for the project.
E.2 Failure to deliver a deliverable by specified delivery dates, except
where such failure to due to a force majeure event specified in
Section 7 of the Agreement or due to a failure by Enova or a
contractor of Enova to perform or deliver a prerequisite service or
product, shall entitle Enova to terminate Contractor's right to
provide such deliverable under the Agreement. If Contractor or any
subcontractor is responsible for a late deliverable and if such
deliverable is being done on a time and materials basis, Contractor
shall bill Enova for any time incurred for the deliverable after the
due date for delivery at 25% of the applicable hourly rates.
E.3 All work shall be performed in skillful, competent and professional
manner and all deliverables shall meet in all material respects the
approved functionality specifications and performance requirements
for such deliverable. All software deliverables shall comply with
Enova's standards for dates. Contractor, however, shall not be
responsible for any year 2000 compliance issues in legacy software
systems.
E.4 Each deliverable shall include all specifications, source code and
executable object code and all development tools, compilers and
materials created for or used in the development of such software,
including any third party code imbedded in the deliverables. All
source code shall be commented to the extent reasonably necessary to
enable Enova to maintain and modify the deliverable using persons
skilled in the programming language involved. Contractor shall
provide to Enova at least one copy of documentation relating to the
operation of the deliverables concurrent with the delivery of the
deliverables.
E.5 Contractors shall certify to Enova that each deliverable was
originally created by Contractor or its subcontractor and that work
constitutes a work made for hire as defined in the federal Copyright
Act of 1976 and is owned by Enova. Contractor shall also certify
that it has no knowledge of any liens or encumbrances relating to
each deliverable.
E.6 Unless the project requires fewer than eight man hours or unless
Enova otherwise waives the term in writing, Enova and Contractor
shall agree in writing upon an acceptance test procedure for the
alpha, beta and final versions of each deliverable. During the
agreed upon testing period for each version, Contractor and Enova
shall jointly test the deliverable, in accordance with the agreed
upon procedure, to verify if it meets the functionality
specifications and performance requirements. Enova shall inform
Contractor of any errors or deficiencies discovered during any of
the test periods. Contractor shall promptly proceed to correct any
errors or deficiencies.
E.7 Contractor warrants that for a period of six months following
Enova's written acceptance of the final version of a deliverable,
any component of any such deliverable which has been provided by
Contractor or any of its subcontractors will perform substantially
in accordance with the functional
A-9
<PAGE>
specifications and performance requirements for such deliverable
when properly installed and operated on the computer system for
which the deliverable was designed; provided however, that such
warranty by Contractor shall not extend to any component of any such
deliverable which has been provided by Enova or any contractor of
Enova. In addition, Contractor warrants that no deliverable will
contain any "back door," "time bomb," "Trojan horse," "worm," "drop
dead device", or "virus" as these terms are commonly used in the
computer software industry), or other software routines or hardware
components designed to permit unauthorized access, to disable or
erase software, hardware, or data in a manner unauthorized by, and
contrary to the intentions of, the user, or to perform any other
similar unauthorized destructive type of functions. Contractor shall
pass through to Enova any third party warranties on any software
components
E.8 Contractor does not warrant that the operation of the software
deliverables will be error free or uninterrupted or that all defects
in the software deliverables will be corrected; provided, however,
that upon Enova's request, Contractor shall promptly correct
significant defects or provide replacement services for any
Significant Non-Conforming Services. Significant Non-conforming
Services is defined as the failure of a deliverable product to
perform substantially any of the functions specified in the
functional specifications for such product or to meet substantially
the performance requirements for such product. Contractor shall use
best efforts to have any Significant Non-conforming Services or
significant defects that cause disruption of critical business
operations of the Center of Excellence corrected within 48 hours of
the first report of such Significant Non-conforming Service or
significant defect.
E.9 The use of any deliverable by Enova shall not violate or infringe
the rights of any third party.
E.10 Each subcontractor shall maintain the same type of insurance in the
same amounts as required of Contractor unless Enova waives in
writing this requirement as to a particular subcontractor.
E.11 The other terms and conditions of the Agreement shall apply,
including, without limitation, Sections 8, 14, 15, 18, 19 and 22.
E.12 No waiver of any term or condition for software deliverables shall
constitute a waiver as to all such terms or conditions or as to such
term or condition as applied to any other deliverable. The foregoing
terms and conditions may not be modified by course of dealing,
course of performance or trade usage and may only be modified in
writing signed by both parties.
A-10
<PAGE>
ENOVA CORPORATION
SCHEDULE B
COMPENSATION
Further definition of Article 12 - COMPENSATION, is as follows:
This is a time and materials contract which shall be subject to budgets
for each deliverable to be agreed upon by the parties. Time shall be billed in
hour increments and shall be billed at the following rates:
Job Classification Billing Rate
------------------ ------------
President [...***...]
Senior Partner [...***...]
Senior Technical Consultant [...***...]
Technical Consultant [...***...]
Associate Technical Consultant [...***...]
Research Support [...***...]
Administrative Support [...***...]
Subject to the Agreement, including the approval requirements, to the
extent that Contractor retains individual expert programmers as
subcontractors, Contractor shall bill Enova for such time on a cost plus
[...***...] basis, with the cost not to exceed the hourly billing rates
set forth below. The mark-up is subject to the following limitations:
(i) the mark-up will only apply to the first [...***...] hours of a single
subcontractor's time and (ii) the total mark-ups during the term of the
Agreement shall not exceed [...***...]. These limitations are not
limitations on usage of subcontractors and do not constitute an approval
to use subcontractors up to such limitations. Consultant's invoices for
such work shall include the information required by the Agreement and
any other information reasonably required by Enova to verify the actual
cost incurred for this work. These invoices shall be subject to the audit
rights set forth in the Agreement:
Subcontractor Classification Billing Rate
---------------------------- ------------
Object Oriented Architects and Designers [...***...]
Network/Web Designers and Developers [...***...]
Distributed Infrastructure Developers [...***...]
Collaborative Component Developers [...***...]
Senior Expert Designers and Engineers [...***...]
*CONFIDENTIAL TREATMENT REQUESTED
B-1
<PAGE>
ENOVA CORPORATION
SCHEDULE C
TASK COSTS ESTIMATES
This is a time and materials contract with no minimum guaranteed number of hours
required during the Agreement:
Contractor has estimated that the Services required by SCHEDULE A - STATEMENT OF
WORK will require the following level of effort during 24 months of performance:
Contractor Job Classification Estimated Number of Hours during each
- ----------------------------- -------------------------------------
12 month period
---------------
General Manager [...***...]
Senior Partner [...***...]
Senior Technical Consultant [...***...]
Technical Consultant [...***...]
Associate Technical Consultant [...***...]
Research Support [...***...]
Administrative Support [...***...]
---------------
Total Hours Per 12 Months [...***...]
Estimated Cost of Services Per Year [...***...]
Estimated Total Cost of Services [...***...]
Contractor has estimated that the additional information technology consulting
and expertise that may be requested pursuant to Section 1 (E) of the Agreement
will require the following level of effort during 24 months of performance:
Contractor Job Classification Estimated Number of Hours during each
- ----------------------------- -------------------------------------
12 month period
---------------
President [...***...]
Senior Partner [...***...]
Senior Technical Consultant [...***...]
Technical Consultant [...***...]
Associate Technical Consultant [...***...]
Research Support [...***...]
Administrative Support [...***...]
---------------
Total Hours Per 12 Months [...***...]
Estimated Cost of Services per Year [...***...]
Estimated Total Cost of Services [...***...]
*CONFIDENTIAL TREATMENT REQUESTED
C-1
<PAGE>
NOT TO EXCEED PROJECT
PROJECT BUDGET FOR SERVICES
DURING EACH 12 MONTH
PERIOD [...***...]
TOTAL NOT TO EXCEED PROJECT
BUDGET FOR SERVICES [...***...]
*CONFIDENTIAL TREATMENT REQUESTED
C-2
<PAGE>
ENOVA CORPORATION
SCHEDULE D
REQUIRED INSURANCE
Workers' Compensation Insurance
Carrier Name: _____________________________
Policy No.: __________________________
Endorsement No.: _______________________________
Coverage: _______________________________
Deductible: _______________________________
Additional Insured/Cancellation Provisions: _________________________________
Commercial General Liability Insurance
Carrier Name: ITT Hartford
Policy No.: 72SBAGC 7862
Endorsement No.: _________________________________
Coverage: Office Package including Business Liability
Deductible: 0 on liability_________________________________
Additional Insured/Cancellation Provisions: 30 Days notice to Enova Corporation
Professional Liability Insurance
Carrier Name: ______________________________
Policy No.: ___________________________
Endorsement No.: ______________________________
Coverage: Claims Made: $1,000,000
Deductible: ________________________________
Additional Insured/Cancellation Provisions: _________________________________
Other Insurance
Carrier Name: ______________________________
Policy No.: ___________________________
Endorsement No.: _______________________________
Coverage: ________________________________
Deductible: ________________________________
Additional Insured/Cancellation Provisions: _________________________________
D-1
<PAGE>
ENOVA CORPORATION
SCHEDULE E
TERMINATION FEES
If Enova elects to terminate this Agreement for its sole convenience at any time
during the first four quarters of the Agreement, then, in addition to paying
Contractor any accrued and unpaid fees, Enova shall pay Contractor the following
termination fee:
- --------------------------------------------------------------------------------
CONTRACT QUARTER IN WHICH TERMINATION OCCURS TERMINATION FEE
- --------------------------------------------------------------------------------
First Quarter ending March 31, 1997 [...***...]
- --------------------------------------------------------------------------------
Second Quarter ending June 30, 1997 [...***...]
- --------------------------------------------------------------------------------
Third Quarter ending September 30, 1997 [...***...]
- --------------------------------------------------------------------------------
Fourth Quarter ending December 31, 1997 [...***...]
- --------------------------------------------------------------------------------
Fifth Quarter ending March 31, 1998 and any [...***...]
subsequent quarters
- --------------------------------------------------------------------------------
*CONFIDENTIAL TREATMENT REQUESTED
E-1
<PAGE>
ENOVA CORPORATION
SCHEDULE F
GOVERNMENT CONTRACT CLAUSES
52.202-1 Definitions (APR 1984)
52.203-1 Officials Not to Benefit (APR 1984)
52.203-3 Gratuities (APR 1984)
52.203-5 Covenant Against Contingent Fees (APR 1984)
52.203-7 Anti-Kickback Procedures (SEP 1988)
52.208-3 Conflicts (APR 1984)
52.219-8 Utilization of Small Business Concerns and Small Disadvantaged
Business Concerns (JUN 1985)
52.219-9 Small Business and Small Disadvantaged Business Subcontracting
Plan (APR 1984)
52.219-13 Utilization of Women-Owned Small Businesses (AUG 1986)
52.219-16 Liquidated Damages-Small Business Subcontracting Plan (AUG 1989)
52.220-3 Utilization of Labor Surplus Area Concerns (APR 1984)
52.222-3 Convict Labor (APR 1984)
52.222-4 Contract Work Hours and Safety Standards Act-Overtime
Compensation-General (MAR 1986)
52.222-26 Equal Opportunity (APR 1984)
52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans
(APR 1984)
52.222-36 Affirmative Action for Handicapped Workers (APR 1984)
52.223-2 Clean Air and Water (APR 1984)
52.223-6 Drug-Free Workplace (MAR 1989)
52.237-2 Protection of Government Buildings, Equipment and Vegetation
(APR 1984)
52.232-17 Interest (APR 1984)
52.232-23 Assignment of Claims (JAN 1986)
52.233-1 Disputes (APR 1984)
52.233-70 Disputes (Utility Contracts) (APR 1984)
F-1
<PAGE>
FIRST AMENDMENT TO
TECHNICAL SERVICES AGREEMENT
This First Amendment to the Technical Services Agreement ("Amendment") amends
the Technical Services Agreement between ENOVA CORPORATION, a Delaware
corporation ("Enova") and TRANSNATIONAL PARTNERS, II, a California limited
liability company ("Contractor") dated January 1, 1997 ("Agreement"), and is
made effective as of October 1, 1997.
The Parties hereby agree as follows:
1. SCOPE OF AMENDMENT
This Amendment amends SCHEDULE A - TECHNICAL SERVICES SCOPE OF WORK by the
addition of additional Services and amends SCHEDULE C- TASK COST ESTIMATES.
Except as specifically amended, the Agreement remains in full force and effect
without any amendments or modifications, including, without limitation, any
modifications arising out of course of dealing, course of performance or trade
usage. Unless otherwise defined in this Amendment, all words with the initial
letter capitalized have the same definition as in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of January
16, 1998 to be effective as of October 1, 1997.
TRANSNATIONAL PARTNERS II ENOVA CORPORATION
By: /s/ David P. Porreca By: /s/ Jerry W. Deems 1/16/98
------------------------------- --------------------------------------
David P. Porreca Jerry W. Deems
Title: Managing Partner Title: Vice President and Chief
Information Technology Officer
<PAGE>
ENOVA CORPORATION
FIRST AMENDMENT TO SCHEDULE A
TECHNICAL SERVICES SCOPE OF WORK
FOR
CENTER OF EXCELLENCE
9. CITO OPERATIONS AND SUPPORT
The Contractor shall assist the Enova Office of the Chief Information Technology
Officer ("CITO") to develop and implement information technology-related
policies and procedures for both the Center of Excellence and the new entity to
be created through the merger of Enova Corporation and Pacific Enterprises
("NewCo"). To fulfill this role, the Contractor will participate in relevant
CITO staff meetings and, to the extent requested by the CITO to create and
present position papers and other presentations. Also, to the extent requested
by the CITO, the Contractor shall provide business and technical expertise to
the CITO to identify and select strategic partners and technology.
10. NEW PROJECT DEVELOPMENT SUPPORT
10.1 GENERAL. Section 4 of the SCHEDULE A did not specify in detail a specific
process by through which new business line development or other
application program projects could be initiated. Subject to Enova
approval, the Contractor will develop a procedure for the initiation of
new projects in the COE, including the provision of senior-level technical
and business process support for the projects. In addition to the items
specified in Section 4, as part of this activity, Contractor will perform
the Services specified in Section 10.2.
10.2 REQUIREMENTS
a) Work with Enova and technical project managers for the business
initiating the project to develop project requirement
specifications, project plans and budgets.
b) Develop top-level operational concepts for building and deploying
new business support systems, subject to Enova's approval.
c) Conduct internal rapid implementation plan (RIP) workshops utilizing
the COE design center.
d) Assist Enova and the technical project managers for the business
initiating the project in the selection of project implementation
support partners.
e) Assist Enova and the technical support managers for the business
initiating the project in the selection of third party software
development tools and applications
f) Assist NewCo project managers to understand and access the resources
and services available within the COE.
11. COE DESIGN CENTER DEVELOPMENT
11.1 GENERAL. Successful utilization of software rapid application development
(RAD) processes requires the development and usage of a formalized project
implementation methodology. In addition, the methodology must be supported
by an adequate physical infrastructure that facilitates, rather than
hinders, the RAD process. Finally, trained facilitators are required to
assist project teams in the development of requirements and design
specifications that are adequate to meet the needs of software
implementation teams.
<PAGE>
The Contractor will develop, with the approval of Enova, a formal RAD
process for application software development for the Design Center.
Subject to Enova's budgetary considerations and approvals, this Design
Center generally will contain the necessary physical, technical, and
procedural infrastructure necessary to incubate and deliver application
software projects in adherence with RAD project management and delivery
principles. The Design Center will be located at Enova's Sorrento Mesa
facility.
11.2 REQUIREMENTS
a) Develop RAD process templates for all project phases (requirements,
design, implementation, stabilization, and production). These
project templates will serve as a shared design and implementation
template to be used across all NewCo projects.
b) Design a prototype Design Center. The design for the prototype
Design Center will contain the necessary team rooms, break out work
areas, implementation, support areas, and technical infrastructure
(e.g., audio visual equipment) needed to support the RAD process.
The design shall be subject to the CITO's input and prior approval
and any tenant improvements, fixtures, furnishings, and equipment
shall be procured through Enova's normal procurement channels and be
subject to Enova's normal budget and approval processes.
c) Identify and recommend to Enova the software support systems needed
to manage the RAD process, assist Enova in procuring through its
normal procurement channels such software support systems, and
integrate the software support systems. Anticipated support systems
include design software systems (e.g., Rational Rose), project
management software, and project action item and tracking databases.
d) Develop process manuals and training curriculum to support the
Design Center. This process manuals and training materials will be
used to mentor new staff in the COE RAD development methodology.
These manuals and training information will be tailored to support
the specific employment of COE design support systems and software
implementation tools.
12. BUSINESS OBJECT DEVELOPMENT FRAMEWORK
12.1 GENERAL. The focus of this task is to create the necessary framework for
expressing fine-grain business objects and components. The development of
the business object framework complements the current COE enterprise
framework task. In particular, the fine-grain business objects created
utilizing the framework developed in this task will implement the behavior
and processing of enterprise service objects. These fine-grain business
objects are tailored to utilize specific implementation languages (i.e.,
Java) and are instantiated as process local objects. The Contractor will
create a framework so that it is completely compatible and operational
with the existing Enova COE enterprise framework. The framework will be an
integration of existing enterprise frameworks (e.g., Claremont Technology
Group's Business Solution Framework) and technology platforms (e.g., Sun's
Java Beans) rather than a proprietary framework developed from scratch.
12.2 REQUIREMENTS
a) Evaluate existing candidate technical solutions and products as a
basis for creating the NewCo business object framework
b) Subject to Enova's input and approval, develop a requirement
specification for the overall business object framework. A part of
this requirement specification will be to determine the
implementation languages and environments that must be addressed by
the business object framework.
c) Subject to Enova's input and approval, develop design specification
for the business object framework. Included in the design
specification will be plans for integrating the
A-2
<PAGE>
business object framework with the existing COE enterprise component
model and services.
d) Implement the business object framework. An aspect of this task will
be to coordinate the delivery and integration of software developed
by contracted third parties and product suppliers into the business
object framework.
e) Iterate the development of the framework to meet new requirements
resulting from the utilization of the business object framework by
NewCo application project teams.
13. APPLICATION PROJECT SUPPORT
13.1 GENERAL. Upon the request of Enova, the Contractor shall provide
architectural and programming assistance to application development
efforts in NewCo that utilize the COE infrastructure and services. The
Contractors role shall be limited to providing the technical integration
and object modeling skills to utilize the COE infrastructure effectively,
rather than providing general application development staff. As of the
date of this Amendment, the projects covered by this task are Pacific
Enterprises' Phoenix and Energy Pacific's Energy Delivery Management (EDM)
system. Any future projects will be added through a new Scope of Work or
other amendment to the Agreement.
13.2 REQUIREMENTS
a) Provide projects with COE enterprise modeling and technical
implementation support.
b) Assist the project in implementing enterprise interfaces to other
NewCo systems utilizing the COE integration framework.
c) Assist the project team in developing business object services
utilizing the COE framework.
d) Assist the project management team in negotiations with the
implementation partners and vendors.
e) Assist project managers to ensure that contracted delivery partners
are meeting overall NewCo objectives.
14. NEWCO SYSTEM CONSOLIDATION
14.1 GENERAL. The information technology ("IT") merger team is in the planning
phase for consolidating the current set of applications fielded by both
Enova and Pacific Enterprises into a single, unified suite. The Contractor
will provide the system consolidation team with both technical
infrastructure and enterprise object modeling expertise to plan and
implement the integration of the NewCo application suite. The Contractor
expertise will be focused on leveraging the existing COE infrastructure to
create an integration solution based on sharable business objects rather
on a point solution which link specific applications using pair-wise
interfaces.
14.2 REQUIREMENTS
a) Work with the IT system consolidation program manager to develop
application consolidation strategies.
b) Assist the system consolidation program in selecting application
integration technology. A part of this selection process will be to
assess the suitability of the existing and planned COE enterprise
infrastructure to support application consolidation.
c) Subject to system consolidation team input and approval, design and
develop standard interface solutions that can be shared across
application interface development teams. It is expected that this
activity will result in the creation of a set of foundation
interface classes and techniques that will form the basis of the
general integration solution.
A-3
<PAGE>
Standard interface forms will consider real-time, batch, mainframe,
and client-server interfaces in addition to any relevant permutation
of these factors.
d) Assist the system consolidation team in expressing the consolidate
application suite as business objects.
e) Assist the application consolidation team in developing concrete
interfaces that link existing application processing and interface
requirements to the common enterprise object model.
15. OTHER PROJECTS
a) To the extent that Enova or Pacific Enterprises' requests that the
Contractor work on other significant projects that are not covered
by the existing scope of services, including, without limitation,
due diligence for possible acquisitions, the scope of Services and
the budget for such Services shall be set worth in either a new
Scope of Work or an amendment to this Agreement.
A-4
<PAGE>
ENOVA CORPORATION
FIRST AMENDMENT TO SCHEDULE C
TASK COST ESTIMATES
This is a time and materials contract with no minimum guaranteed number of
hours required during the Agreement. As of November 30, 1997, Contractor has
invoiced Enova Service with a total cost of [...***...] under the Agreement,
including for Services not covered by Schedule A prior to its Amendment and
other Services to be covered under separate Scopes of Work.
Contractor has estimated that the following level of work will be required to
support the additional activity outlined in the First Amendment to Schedule A,
Technical Services Cope of Work for Center of Excellence during the period
ending December 31, 1998.
Estimated Number of Hours
Contractor Job Classification during remaining contract period
- ----------------------------- --------------------------------
Senior Partner [...***...]
Partner [...***...]
Senior Technical Consultant [...***...]
Technical Consultant [...***...]
Associate Technical Consultant [...***...]
Research Support [...***...]
Administrative Support [...***...]
Total Hours [...***...]
Estimated Total Cost of Amended Services [...***...]
Previous Estimated Total Cost of Services [...***...]
Amended Total Not to Exceed [...***...]
Project Budget for Services for the entire
term of the Agreement
*CONFIDENTIAL TREATMENT REQUESTED
C-1
<PAGE>
ENOVA CORPORATION
SECOND AMENDMENT TO
TECHNICAL SERVICES AGREEMENT
FOR CENTER OF EXCELLENCE
This Second Amendment to the Technical Services Agreement ("Amendment") amends
the Technical Services Agreement between ENOVA CORPORATION, a Delaware
corporation ("Enova") and TRANSNATIONAL PARTNERS, II, a California limited
liability company ("Contractor") dated January 1, 1997 ("Agreement"), and is
made effective as of March 1, 1998
The Parties hereby agree as follows:
1. SCOPE OF AMENDMENT
This Amendment amends SCHEDULE A - TECHNICAL SERVICES SCOPE OF WORK and
SCHEDULE C- TASK COST ESTIMATES to include work expected to continue through
1999. Except as specifically amended, the Agreement remains in full force and
effect without any amendments or modifications, including, without limitation,
any modifications arising out of course of dealing, course of performance or
trade usage. Unless otherwise defined in this Amendment, all words with the
initial letter capitalized have the same definition as in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
March__, 1998 to be effective as of March 1, 1997
TRANSNATIONAL PARTNERS II ENOVA CORPORATION
By: /s/ [ILLEGIBLE] By: /s/ David Kuzma
---------------------------- ---------------------------------
Title: Managing Partner David Kuzma
----------------------------
Title: Senior Vice President
and Financial Officer
By: /s/ Jerry W. Deems
---------------------------------
Jerry W. Deems
Title: Vice President and Chief
Information Technology Officer
<PAGE>
ENOVA CORPORATION
SECOND AMENDMENT TO SCHEDULE A
TECHNICAL SERVICES SCOPE OF WORK
16. CENTER OF EXCELLENCE PERFORMANCE UPDATES AND ENHANCEMENTS
The first phase of the Enova Center of Excellence (COE) has resulted in
the creation of a set of software components, design processes and
services. These components, processes, and services are outlined in
contract Schedule A and the First Amendment to Schedule A. The purpose of
this task is to extend the scope of work defined in the First Amendment to
Schedule A to include services to be performed during 1999. The Contractor
will provide continued support for COE developed software frameworks and
processes. The Contractor will continue to provide strategic consulting
services to Enova over the extended contract performance period.
<PAGE>
ENOVA CORPORATION
SECOND AMENDMENT TO SCHEDULE C
TASK COST ESTIMATES
This is a time and materials contract with no minimum guaranteed number of hours
required during the Agreement. As of February 28, 1998, Contractor has invoiced
Enova Corporation with a total cost of $[...***...] under the base Agreement and
first Amendment to Schedule A and Schedule C.
The Contractor has estimated that the following level of work will be required
to support the additional activity outlined in the Second Amendment to Schedule
A, Technical Services Scope of Work for Center of Excellence through the period
ending December 31, 1999.
Estimated Number
Contractor Job Classification Of Hours during 1999
----------------------------- --------------------
Senior Partner [...***...]
Partner [...***...]
Senior Technical Consultant [...***...]
Technical Consultant [...***...]
Associate Technical Consultant [...***...]
Research Support [...***...]
Administrative Support [...***...]
Total Hours Contract Amendment 2 [...***...]
Total Cost Contract Amendment 2 [...***...]
Previous Total Cost of Services [...***...]
Amended Total Not to Exceed Cost [...***...]
*CONFIDENTIAL TREATMENT REQUESTED
C-1
<PAGE>
CENTER OF EXCELLENCE
1997-1998 BUSINESS PLAN
(000)
CAPITAL REQUIREMENTS
--------------------
1997 1998
---- ----
EC1000 [...***...] [...***...] MINT PROJECT:
Creation of a General Ledger system to
facilitate financial information base of
consolidated reporting
EC1001 [...***...] [...***...] ENERGY TRADER
The creation of Energy Trader services
for extensive and reliable network
connections to energy markets
EC1002 [...***...] [...***...] SERVICE BUREAU
Provide integrated billing and energy
analysis solutions for commercial
customers.
EC1003 [...***...] [...***...] ENTERPRISE INFRASTRUCTURE
Provide necessary software and hardware
infrastructure requirements to support
any application functionality.
EC1004 [...***...] [...***...] NEW PROJECTS
Provide the necessary project support for
the Joint Venture and Enova, and
facilitate project funding with Enova
affiliates.
Total [...***...] [...***...]
OPERATING REQUIREMENTS
----------------------
97-COE-6 [...***...] [...***...] Facilities: Office Space, Equipment
97-COE-7 [...***...] [...***...] Operational: Telecom, Network, Support
GRAND [...***...] [...***...]
Resources for the Center of Excellence will will mostly be provided by
contract staffing, supplemented by a small component of Enova RFT support staff.
The requirement for System Integrators during the first two years of the center
will be utilized where it is necessary. The actual priority of project
investments will be driven by the needs for supporting the requirements between
the Joint Venture and Enova. Funding will also be prioritized by demands by the
individual operational units in demands for projects like the implementation of
the Financial Reporting System as defined by the MINT project.
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
- --------------------------------------------------------------------------------
COMPONENT DEVELOPMENT CENTER
1997-1999 Business Plan
(000)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
1997 1998 1999
=====================================================================================
PROJECT DESCRIPTION BUDGET ACTUAL BUDGET REVISED ACTUAL BUDGET REVISED ACTUAL
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EC1000 MINT [..***..] [..***..] [..***..] [..***..]
- ------------------------------------------------------------------------------------------------------------------------------------
EC1001 TRADER [..***..] [..***..] [..***..] [..***..]
- ------------------------------------------------------------------------------------------------------------------------------------
EC1002 SERVICE BUREAU GAMEKEEPER [..***..] [..***..] [..***..] [..***..] [..***..]
- ------------------------------------------------------------------------------------------------------------------------------------
EC1003 ENTERPRISE INFRASTRUCTURE [..***..] [..***..] [..***..] [..***..] [..***..] [..***..]
- ------------------------------------------------------------------------------------------------------------------------------------
EC1004 NEW PROJECTS [..***..] [..***..] [..***..] [..***..] [..***..] [..***..]
- ------------------------------------------------------------------------------------------------------------------------------------
EC1004PP PHOENIX [..***..] [..***..] [..***..]
- ------------------------------------------------------------------------------------------------------------------------------------
EC1004EC ENTERPRISE CONSOLIDATION [..***..] [..***..] [..***..]
- ------------------------------------------------------------------------------------------------------------------------------------
EC1004VM VEGETATION MANAGEMENT [..***..] [..***..] [..***..]
- ------------------------------------------------------------------------------------------------------------------------------------
EC1004DC DESIGN CENTER [..***..] [..***..] [..***..]
- ------------------------------------------------------------------------------------------------------------------------------------
EC1004SC SERVCO CONCEPT [..***..]
- ------------------------------------------------------------------------------------------------------------------------------------
EP-1011 EAGLE [..***..] [..***..] [..***..]
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL [..***..] [..***..] [..***..] [..***..] [..***..] [..***..]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*CONFIDENTIAL TREATMENT REQUESTED
1
<PAGE>
SEMPRA ENERGY CORPORATION
THIRD AMENDMENT TO
TECHNICAL SERVICES AGREEMENT
FOR CENTER OF EXCELLENCE
This Third Amendment to the Technical Services Agreement ("Amendment") amends
the Technical Services Agreement ("Agreement") between Enova Corporation and
TRANSNATIONAL PARTNERS II, a California limited liability company
("Contractor") dated January 1, 1997, as previously amended and assigned by
Enova Corporation to Sempra Energy, a Delaware corporation ("Sempra") is made
effective January 1, 1999.
The parties hereby agree as follows:
This Amendment amends Schedule A - TECHNICAL SERVICES SCOPE OF WORK FOR
CENTER OF EXCELLENCE, and Schedule C - TASK COST ESTIMATES to include work
expected to continue throughout 1999. Except as specifically amended, the
Agreement remains in full force and effect without any amendments or
modifications, including, without limitation, any modifications arising out
of course of dealing, course of performance or trade usage. Unless otherwise
defined in this Amendment, all words with the initial letter capitalized have
the same definition as in the Agreement.
TRANSNATIONAL PARTNERS II SEMPRA ENERGY CORPORATION
By: /s/ David Porreca By: /s/ Jerry W. Deems
----------------------------- ---------------------------------
Jerry W. Deems
Title: Managing Partner Title: Vice President and Chief
--------------------------- Information Technology Officer
Date: 8 Jan 99 Date: 8 Jan 99
---------------------------- --------------------------------
A-1
<PAGE>
AMENDMENT THREE TO SCHEDULE A
TECHNICAL SERVICES SCOPE OF WORK FOR CENTER OF EXCELLENCE
13 SEMPRA ENERGY LEGACY INTERFACE IMPLEMENTATION
13.1 GENERAL. Sempra Energy is currently configuring and installing
interfaces with it's Legacy Systems. The contractor will provide interface
development and systems integration expertise to create new interfaces
that link these Systems with other principal application packages and
systems. The contractor's efforts will be focused on creating using
Sempra Energy's existing EFX frameworks as the basis of creating any and
all application interfaces.
13.2 REQUIREMENTS
a) Work with the SAP project team members to establish application
interface requirements.
b) Assist in the development of enterprise information models.
c) Design and develop specific SAP application integration components.
d) Document and any all created interfaces in accordance with Sempra Energy
IT SAP project standards.
e) Provide training and technology transfer regarding created SAP
interfaces to Sempra Energy staff.
f) Evaluate products and tools that can be used to integrate SAP with
external systems.
g) Assist in the development of implementation project plans.
h) Provide periodic reports that document all SAP interface development
activities.
14. EFX INFRASTRUCTURE PRODUCT AND SERVICES DEVELOPMENT SUPPORT
14.1 GENERAL. The COE was principally chartered to provide application
development support for the corporation's existing affiliates. The
purpose of this activity is to provide general project implementation
support for creating and deploying products within the EFX
infrastructure environment. The contractor will provide full life-cycle
implementation support for selected EFX infrastructure products
including requirements, design, implementation, testing, documentation
and customer roll-out. This activity will be performed in direct
support of EFX infrastructure product management activities.
A-2
<PAGE>
14.2 REQUIREMENTS
a) Work with EFX infrastructure product management to develop product
requirement specifications, implementation plans, schedules, and
budgets.
b) Conduct internal rapid implementation plan (RIP) workshops utilizing
the COE design center to clarify requirements.
c) Assist EFX infrastructure project managers in the selection of system
development and implementation partners.
d) Assist EFX infrastructure product managers in the selection of third
party software development tools and applications.
e) Develop and deliver selected EFX infrastructure products. All
development products will comply with Sempra Energy's EFX framework to
support reuse and future product extensions.
f) Provide technical management for EFX infrastructure product development
activities.
g) Create supporting documentation and training information for developed
products.
h) Assist in the development of sales support and marketing literature for
developed products.
15. EFX INFRASTRUCTURE CUSTOMER PRODUCT DEPLOYMENT SUPPORT
15.1 GENERAL. It is expected that all EFX infrastructure contracts will
have an implementation component associated with bringing a new
customer into the service bureau. The contractor's role within this
task is to provide EFX infrastructure with technical support in
deploying the company's products and services with customers. It is
expected that the contractor's role will be focused on the creation
of customer interface systems to facilitate the exchange of data between
customer and EFX infrastructure systems. In addition, the contractor
will provide development support services to create any necessary EFX
infrastructure one-off product extensions to satisfy near-term customer
requirements. Finally the contractor will provide implementation
project management support for selected customer implementation
projects.
15.2 REQUIREMENTS
a) Development of project plans and budget estimates for EFX
infrastructure customer projects.
b) Locate and integrate third party products for use in EFX
infrastructure customer projects.
c) Establish training and support requirements needed by the
customer and EFX infrastructure production support teams.
d) Provide project management and tracking of customer
implementation projects.
e) Development of interface applications linking customer and
EFX infrastructure systems.
f) Development of bolt-on component software to meet specialized
customer needs.
A-3
<PAGE>
g) Conversion of data from legacy systems to EFX infrastructure
standards.
h) Development and integration of system management software to
control applications and software developed for customers.
i) Development of necessary documentation and training material to
support all software, procedures, and systems created as a
resulting from customer implementations.
16. EFX INFRASTRUCTURE DEPLOYMENT
16.1 GENERAL. The purpose of this activity is to deploy and extend the EFX
infrastructure within EFX infrastructure to meet the needs of delivering
the company's products and services through a service bureau. The
contractor will ensure that any and all enhancements made to the base
framework will be incorporated back into the general EFX release
deployed within Sempra Energy.
16.2 REQUIREMENTS
a) Train staff in the utilization of EFX infrastructure and services.
b) Identify any EFX framework gaps relating to EFX infrastructure
product requirements.
c) Implement or acquire solutions that address specific EFX
infrastructure requirements.
d) Develop documentation and support information for all developed EFX
infrastructure.
e) Integrate specific EFX extensions back into the general Sempra
Energy release.
17. EFX INFRASTRUCTURE PRODUCT IMPLEMENTATION TEMPLATE DEVELOPMENT
17.1 GENERAL. The purpose of this task is to create standard customer
implementation templates for EFX infrastructure products and services.
EFX infrastructure project delivery teams will use these templates
to configure and install product solutions for customers. The contractor
will ensure EFX infrastructure templates are consistent with the
Strategic Enterprise Application Patterns (SNAP) project methodology
developed by the contractor for the Sempra Energy Center of Excellence.
17.2 REQUIREMENTS
a) Establish standard project implementation plan for EFX infrastructure
products based on fixed time and cost methodologies.
b) Categorize the EFX infrastructure staffing resources necessary to
support the utilization of templates in projects. These resource
requirements will be used to update the overall EFX infrastructure
table of distribution.
c) Identify and integrate tools to support project template development
including those of base technologies incorporated into EFX
infrastructure products (e.g., SAP ASAP methodology).
d) Develop training materials for all project implementation templates.
A-4
<PAGE>
e) Provide training classes in the utilization of EFX infrastructure
project templates.
f) Provide consulting support to EFX infrastructure project
implementation teams.
g) Capture lessons learned from actual implementation projects. These
lessons learned will be used to update standard EFX infrastructure
project implementation templates.
18. EFX INFRASTRUCTURE REPOSITORY MANAGEMENT
18.1 GENERAL. The purpose of this task activity is to establish the base
tools and processes for managing the software developed in all EFX
infrastructure projects. In particular, the contractor's focus on this
task will be to facilitate the harvesting of software components from
EFX infrastructure customer implementation projects. The harvesting
of these components will not only speed future implementation efforts
but also enhance quality by reducing the amount of new software that
needs to be constructed to meet future implementation projects as well
as promoting a common development style throughout the enterprise. The
contractor's approach to this task assumes that a separate repository
will exist for each EFX infrastructure product line in addition to a
set of common services and facilities shared by all projects.
18.2 REQUIREMENTS
a) Establish definitions and areas of responsibility for all EFX
infrastructure software and product repositories.
b) Select and integrate repository management tools. Any additional
tools selected for use in EFX infrastructure will be consistent
with those in use within Sempra Energy IT.
c) Factor project software for incorporation into repositories. In
particular, the repository management team will generalize code
developed to meet specific customer implementation projects to meet
future project needs.
d) Documentation of repository elements to support their use by
application project teams.
19. INTEGRATION OF COMMON BUSINESS SERVICES
19.1 GENERAL. The focus of this activity is to develop a set of common
application facilities and business shared across most software
applications. The contractor will perform these activities in close
cooperation with emerging and ongoing Sempra Energy IT project
initiatives. The contractors role will be to assist IT project leaders
in selecting and integrating base business service technologies in
accordance with EFX standards. Current anticipated common business
services might include but are not limited to:
- Electronic Data Interchange
- Application Imaging
- Report Generation
- Workflow Management
A-5
<PAGE>
- Internet-based Commerce
19.2 REQUIREMENTS
a) Establish requirements for basic common business services in
conjunction with Sempra Energy IT and business project leaders.
b) Perform technology analyses and develop system prototypes to
select any required third party products used in the creation
of business services.
c) Establish project plans to implement business services either as the
lead system integrator or as part of a larger Sempra Energy IT team.
d) Design, develop, and integrate business services as EFX-compliant
software components and collaborative subsystems.
e) Document all developed business services from application use as
well as system support perspectives.
f) Provide training to Sempra Energy IT to utilize and maintain
developed common business services.
A-6
<PAGE>
AMENDMENT THREE TO SCHEDULE C
TASK COST ESTIMATES
The contractor has estimated that the following level of work will be
required to support the additional activity outlined in the Amendment Three
to Schedule A, Technical Services Scope of Work for Center of Excellence.
Estimated Number of Hours
during 12 month amended
Contractor Job Classification period
- ----------------------------- --------------------------
Senior Partner [...***...]
Partner [...***...]
Senior Technical Consultant [...***...]
Technical Consultant [...***...]
Associate Technical Consultant [...***...]
Research Support [...***...]
Administrative Support [...***...]
Estimated Total Cost of Amendment [...***...]
Three Services
Previous Total Contract Budget Amount [...***...]
(Second Amendment to Schedule C)
New Amended Total Not to Exceed [...***...]
Project Budget
These estimates are based upon Contractor's hourly rates set forth
in the Agreement, nothing contained herein shall create any binding
obligation upon Sempra Energy to engage Contractor to perform any work.
*CONFIDENTIAL TREATMENT REQUESTED
C-1
