SERVICES AGREEMENT
GLOBALTRON COMMUNICATIONS
CORPORATION
AND
SINGER PRODUCTS INC.
SERVICES AGREEMENT 1
SERVICES AGREEMENT
This services Agreement (Agreement) dated July 11,2000, is entered into by
Globaltron Communications Corporation (Purchaser) a company incorporated under
the laws of Florida. U.S.A., with principal offices located at New World Tower,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, Singer Products Inc.
(Supplier), a company incorporated under the laws of Florida, USA, with
principal offices located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
The parties desire to commence the partial execution of the objectives of the
Memorandum of Understanding (hereinafter "MOU"), signed between them on May 13,
2000, in which the purchase of certain switches, licensing of certain software
and services was contemplated, now the parties agree as follows:
SCOPE OF WORK
This document defines the scope of work and identifies the project tasks and
responsibilities for Singer (Supplier) and Globaltron Communications
Corporation (Customer), in connection with the switches and software.
PART I
TELEPHONY AND TRANSIT SWITCHES SERVICES
1. PROJECT SCOPE SUMMARY
Customer has contracted with Tropico Sistemas e Telacomunicacoes S.A., a company
incorporated under the laws of Brazil, with principal offices located at ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ (▇▇▇▇▇▇▇▇ Office Park Ed 4), Campinas, State of Sao Paulo,
Brazil (Vendor) the supply and commissioning of Telephony and transit switches,
under Purchase and Supply Agreement dated July 11th, 2000. Singer as the
authorized distributor and sales representative of Vendor, is also authorized to
render services related to Vendor's Products. Singer will support also Vendor's
responsibilities under the Purchase and Supply Agreement, providing local
personnel and services during the different phases of the project
implementation: project management, equipment definitions, engineering,
installation, commissioning, tests, acceptance tests, final delivery and other
services as defined in this Agreement.
Purchaser agrees to contract the services and Supplier (Supplier Services)
agrees to supply certain services, the description, quantities and prices of
which are set forth in Exhibit A.
SERVICES AGREEMENT 2
2. SERVICES
2.1. PROGRAM MANAGEMENT
Supplier will assign a Project Manager to administer all aspects of this
Agreement. The Project Management will maintain the total administration of the
project and will assures compliance with Purchaser's and Supplier
specifications.
The Project Management will maintain overall responsibility and control for the
services to be performed under this Agreement, including the coordination and
utilization of all resources assigned. The Project Manager will be the main
point of contact maintaining a channel of communication with Purchaser and
Supplier throughout the extent of the project. In summary, the Project Manager
is responsible for:
- Compliance with all technical requirement as defined by Purchaser
and Vendor
- Coordinate equipment definition engineering with Purchaser and
Vendor
- The overall coordination of the installation, testing and
commissioning of system
- The preparation, update and adherence to schedule
- Compliance with Project Schedule
- Compliance with contract requirements
- Maintenance of good customer relations
2.2. SITE SURVEYS
Site surveys will be performed by Supplier personnel to gather information
regarding all physical aspects of the work site for the Vendor's switching
equipment. This includes the existing configuration of equip Project Management
and facilities to recommend, the most practical and economically available
access in and around the physical site/plant, equipment installation, cabling,
etc and the verification of space requirements for scope specified equipment.
From data gathered information during the site survey the Project Engineer shall
recommends, installation instructions, and installation specifications.
Supplier shall submit detail report of site survey, which will include its
standard physical survey forms which shall be filled out by the Supplier's
Project Engineers to document this service.
SERVICES AGREEMENT 3
This Report will include the following information:
- Geodetic to include: Site coordinates, land elevation,
building elevation.
- Site photographs (rooftops, towers, buildings, etc
- Site survey drawings.
- Site information containing the site address, owner/agent
contact information, a description of the site, etc.
- Site configuration drawings showing proposed equipment, and
cable routing locations.
- Listing of ancillary equipment required (e.g. mounts, etc.).
- DC interconnection.
- Cable diagrams between Switch and DDF.
- Cable diagrams between existing equipment and Vendor
equipment Management
- Detail listing any potential extraordinary installation
requirements.
- Civil works or modifications required at existing facilities
Civil works
- Recommendations
- Conclusions.
2.3. INSTALLATION
Supplier will perform all tasks related to the installation and commissioning of
the telephony and transit switches and related equipment supplied by Vendor to
Purchaser under the Purchase and Supply Agreement, following technical
definition issued by Purchaser and Vendor's technical specifications supplied,
in compliance with all local regulations in the country of installation of the
equipment.
2.4. TESTING AND COMMISSIONING
Once the equipment is in place, installed and operational, field testing will
commence. Each equipment will be tested individually to ensure performance of
the equipment.
Field Acceptance testing will be performed in accordance with the tests
procedures supplied by Vendor approved by Purchaser.
Supplier and Vendor will perform the following activities:
Connectivity Test: - Connectivity diagrams
Operational voltages
Cable continuity
Attenuation and capacitance
SERVICES AGREEMENT 4
Switch: - Users Tests (Only for local switches).
Routing Interconnection Tests (trunks).
Local call Tests (Only for local switches).
Internet network Call Testing.
CDR Signaling Verification.
CDR Billing Verification.
Testing for supplementary services (Only for local switches).
Fail Alarms Verification.
Fail Messages Verification.
Test Synchronization
Redundancy Testing
Traffic observation
ISDN Service Testing. (Only for local switches)
V5.2 Interconnection Testing. (Only for local switches)
Tests for ISP Interconnection (Internet Traffic Deviation).
Tests for IP Internetworking.
Tests for Voice Mail. (Only for local switches)
Purchaser will witness and participate in all tests. If Purchaser elects not to
witness the scheduled tests while they are being performed and subsequently
requests new tests, the costs for the additional tests will be invoiced to
Purchaser on a time and expense basis. Upon verification of equipment
performance, per the test plan, a certificate of final acceptance for each site
will be signed by the parties.
Purchaser shall assign technical personnel during the installation, test and
commissioning to witness and accept the services performed by Vendor and
Supplier. At the completion of each one of the milestones a partial minutes of
acceptance will be signed by the parties, for each installation site. Any
corrections or observations regarding the services performed shall be indicated
by Purchase to Supplier's personnel completing the work at the installation
site.
3. GENERAL TERMS
3.1. DEFINITIONS
The following initials are used to define the responsible party as reflected in
this Agreement:
P = Purchaser,
V = Vendor
S = Supplier
J = Joint (Purchaser, Vendor and Supplier)
JV = Joint (Vendor and Supplier)
SERVICES AGREEMENT 5
3.2. RESPONSIBILITIES:
V Provide standard Export equipment packing
P Obtain all necessary local and/or state construction and work permits as
required to do the work.
P Provide transportation of equipment and material from place of manufacture
to CIP country of destination.
P Provide transportation of equipment and material from Airport of entry to
customer's warehouses
P Provide secure and appropriate storage for all equipment at warehouse and
installation site.
S Provide transportation of Supplier's personnel to installation site.
P Provide transportation of equipment and material from customer warehouse to
installation site.
P Provide insurance of equipment and material from customer warehouse until
customer acceptance.
JV Provide equipment installation materials as per site survey reports
3.3. DOCUMENTATION
Upon completion of the installation Supplier shall deliver to Purchaser a
complete set of as build drawings, including wiring diagrams of each site.
3.4. PROJECT ENGINEERING RESPONSIBILITIES
J Perform pre-engineering site-by-site review to gather data necessary to
perform all project/equipment engineering requirements.
J Perform commissioning and acceptance tests as specified in the test
procedures.
S Provide hard copy as-built drawings of Vendor's supplied equipment.
SERVICES AGREEMENT 6
3.5. GENERAL PROJECT RESPONSIBILITIES
P Obtain work permits for this project. Obtain all necessary public agency
approvals or documentation.
P Obtain documentation for existing building structures
P Perform inspection and analysis of existing structure to support the
equipment.
JV Prepare a project schedule for Purchaser's acceptance.
P Provide permit access to sites to perform work in accordance with the
project schedule, for a minimum of 10 hours per day, 6 days per week.
P Provide existing site and system drawings as required.
3.6 INSTALLATION INFRASTRUCTURE RESPONSIBILITIES - CIVIL WORKS
P Provide structural analysis reports on existing structures at existing
sites where necessary.
P Provide site layout drawing(s).
P Perform the necessary building modification or civil construction as
engineering required.
P Perform site preparation for equipment installation according to survey
report.
3.7. POWER SOURCE / GROUNDING
P Provide AC and DC power at all site with the necessary breakers for the
installation of the Vendor's supplied equipment.
P Provide all power for ACC at all sites.
P Provide station/site grounding in accordance with EIA-TIA-222F standard
with cable lengths to terminate no further than 5 feet of equipment room.
P Provide DC circuit breakers within the power panel to support systems load.
P In high lightning areas, provide station/site grounding in accordance with
ANSI T1.313.199, REA 397D, TE+CM 810, EIA/TIA-222F standards.
SERVICES AGREEMENT 7
3.8. INSTALLATION EQUIPMENTS RESPONSIBILITIES
S Unpack all Vendor's supplied equipment. Verify packing list to equipment
list end specifications.
P Provide El's to an intermediate distribution frame (IDF) or digital cross-
connect panel (DSX).
S ▇▇▇▇-up any additions or changes to Site Survey drawings.
S Install cable trays as required.
S Install all equipment supplied by Vendor for this project.
S Verify and test installation for conformance with local applicable industry
standards.
S Connect Supplier's supplied equipment racks to the point ground in the
equipment room.
4. PRICES AND PAYMENTS
4.1 The prices for Supplier Services ("Supplier Price") are set forth in
Exhibit A shall be Six Hundred Ninety Four Thousand Four Hundred (US$
694,400.00) Dollars of the United States of America, hereto and shall be
paid directly to Supplier by Purchaser as follows:
a) Twenty five (25) percent down payment
b) Fifteen (15) percent to be paid prior to the schedule date of the
initiation of the installation of the first Deployment Group
c) The remaining sixty (60) percent of the total services price partially
upon presentation of invoice as follows:
i. Twelve (12) percent of the total services, as work per according
to the installation schedule of the first Deployment Group.
ii. Ten (10) percent of the total services, as work progresses
according to the installation of schedule of the second Deployment
Group.
iii. Eighteen (18) percent of the total services as work progresses
according to the installation scheduled of the third Deployment
Group.
iv. Twenty (20) percent of the total services as work progresses
according to the installation schedule of the fourth Deployment
Group.
SERVICES AGREEMENT 8
4.2 The payments against invoices shall be made within ten (10) days of
the date of the respective invoice.
4.3 For those services to be rendered in Colombia or other Latin American
Countries, Supplier shall use the services of Singer Products Inc. &
Cia. Ltda. a company organized under the laws of Colombia (hereinafter
"Singer Colombia") which services will be invoiced by and paid to
Singer Colombia. Supplier and Singer Colombia shall be jointly and
severally liable to Supplier only for those services performed by
Singer Colombia.
4.4 No payments owed to Supplier or to Singer Colombia shall be retained
or in any way reduced because of failure by Vendor to perform their
obligations under this Agreement. Purchaser shall reimburse Supplier
for hotel, meals, (including air travel) and administrative expenses,
incurred for the performance of services under this Agreement. Such
services shall be rendered by supplier with no additional charges
other than the ones mentioned herein.
4.5 The reimbursements to Supplier mentioned in this Clause shall be made
by Purchaser on the fifth (5th) business day of the month subsequent
to that in which expenses were incurred.
5. DELIVERY
5.1. Services shall be provided to Supplier to Purchaser in accordance with
the schedule contained in Exhibit D, of the Purchase and Supply
Agreement between Purchaser and Vendor.
5.2. Purchaser, Vendor and Supplier shall revise quarter1y the project
schedule based on the equipment configuration and delivery
SERViCES AGREEMENT 9
PART II
SYSTEMS SERVICES
6. PROJECT SCOPE SUMMARY
Customer has contracted with CPqD Technologies & Systems Inc. a company
incorporated under the laws of Delaware - USA, with principal offices located at
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ at San ▇▇▇▇ -- California - USA (Licensor) the supply right to
use certain computer programs, under License Agreement dated July 11th, 2000.
Singer will support Licensor's responsibilities under the License Agreement,
providing under this Agreement local personnel and services during the different
phases of the implementation of the project: project management, installation,
commissioning, tests, acceptance tests, final delivery and other services as
defined in this Agreement.
Licensee agrees to contract the services and Supplier agrees to supply certain
(hereinafter Supplier Services), the description, quantities and prices of which
are set forth in Exhibit A.
7. SERVICES
7.1. PROGRAM MANAGEMENT
Supplier will assign a Project Manager to administer all aspects of the Systems
Services Agreement. The Project Manager will maintain the total administration
of the project and will assures compliance with customer's and Supplier
specifications.
The Project Manager will maintain overall responsibility and control for the
services to be performed under this Agreement, including the coordination and
utilization of all resources assigned. The Project Manager will be the principal
point of contact maintaining a channel of communication with Purchaser and
Licensor throughout the extent of the project. In summary, the Project Manager
is responsible for
o Compliance with all technical requirement as defined by Purchaser and
Supplier
o Coordinate Systems Definitions with Purchaser and Licensor.
o The overall coordination of the installation, testing and
commissioning of the systems
o The preparation, update and adherence to schedule
o Compliance with Project Schedule
o Compliance with contract requirements
o Maintenance of all project documentation
SERVICES AGREEMENT 10
7.2. SOFTWARE INSTALLATION SUPPORT
Supplier will support Licensor during all tasks during the installation of the
software programs supplied by Licensor to Purchaser under the License Agreement,
following technical definitions issued by Purchaser and Vendor technical
specifications supplied.
7.3. TESTING AND COMMISSIONING
Once the software is in place, installed and operational, field testing will
commence. Each computer program will be tested individually to ensure
performance of the system. Field Acceptance testing will be performed in
accordance with the tests procedures supplied by Licensor and approved by
Purchaser.
Purchaser will witness and participate in all tests. If Purchaser elects not to
witness the scheduled tests while they are being performed and subsequently
requests new tests, the costs for the additional tests will be invoiced to
Purchaser on a time and expense basis. Upon verification of software
performance, per the test plan, a certificate of final acceptance of each site
will be signed by the parties.
Purchaser shall assign technical personnel during the installation, test and
commissioning to witness and accept the services performed by Licensor and
Supplier. At the completion of each one of the milestones a partial minutes of
acceptance will be signed by the parties, for each installation site. Any
corrections or observations regarding the services performed shall be indicated
by Purchase to Supplier's personnel completing the work at the installation
site.
8. GENERAL TERMS
8.1. DEFINITIONS
The following initials are used to define the responsible party as reflected in
this Agreement:
P = Purchaser.
L = Licensor.
S = Supplier
J = Joint (Purchaser, Licensor and Supplier)
JL = Joint (Licensor and Supplier).
SERVICES AGREEMENT 11
8.2. RESPONSIBILITIES
8.2.1. Software Installation
P: Obtain site access permits for the installation sites, assuring a
regular daily working period (10 hours per day, six days per
week).
P: Obtain all necessary local and/or state construction and work
permits as required to do the work.
L: Provide standard Export Software packing.
P: Provide all local materials required for successful installation
according to the site survey. I
J: Inventory of the Software to be supplied according to the packing
list.
S: Installation of the software in the equipment to be supplied by
the Licensor.
S: Definitions and customization of the Hardware.
JL: Loading of Test Database.
S: Drivers' interoperation verification.
8.2.2. Tests
S: Assist Licensor in the corresponding tests following Licensor ATP
(Acceptance Test Procedure).
P: Assign a project coordinator who will approve the Systems and
Tests performed by Licensor and Supplier which will give formal
acceptance for the works.
9. ACCEPTANCE PROCEDURE FOR LICENSOR SOFTWARE
The final acceptance process will follow the Acceptance Test Procedures (ATP)
submitted by Licensor and approved by Purchaser.
10. DOCUMENTATION
Upon completion of the installation, Tests, Commissioning and Final Acceptance
Supplier shall assemble and deliver to Purchaser the complete Systems
documentation.
SERVICES AGREEMENT 12
11. PRICES AND PAYMENTS
The prices for Supplier Services ("Supplier Price") are set forth in Exhibit A
shall be Four Hundred Seventy Five Thousand and Six Hundred (US$ 475,600.00)
Dollars of United States of America and shall be paid directly to Singer by
Purchaser as follows:
Twenty five (25) percent down payment
Fifteen (15) percent to be paid prior to the schedule date of the
initiation of the installation of the Systems.
The remaining sixty (60) percent of the total services price is to be
paid partially upon presentation of monthly invoices as work
progresses according to the installation schedule.
The payments against invoices shall be made within ten (10) days of the date of
the respective invoice.
For those services to be rendered in Colombia or other Latin American countries
Supplier shall use the services of Singer Products Inc. & Cia. Ltda. a company
organized under the laws of Colombia (hereinafter "Singer Colombia") which
services will be invoiced by and paid to Singer Colombia. Singer and Singer
Colombia shall be jointly and severally liable to Singer only for those services
performed in Colombia by Singer Colombia.
No payments owed to Supplier or to Singer Colombia shall be retained or in any
way reduced because of failure by Licensor to perform their obligations under
this Agreement.
Purchaser shall reimburse Supplier for hotel, meals, transportation (including
air travel) and administrative expenses, incurred for the performance of
services described under this Agreement. Such services shall be rendered by
Supplier with no additional charges other than the ones mentioned herein.
The reimbursements to Supplier mentioned in this Clause shall be made by
Purchaser on the fifth (5th) business day of the month subsequent to that in
which expenses were incurred.
SERVICES AGREEMENT 13
12. DELIVERY
Services shall be provided by Supplier to Purchaser in accordance with the
schedule contained in Exhibit E, of the License Agreement between Purchaser and
Supplier. Purchaser, Supplier, Licensor and Vendor shall revise quarterly the
project schedule, based on the Systems and Products configuration and delivery.
PART III
GENERAL PROVISIONS
13.TERMINATION
Either Supplier or Purchaser may terminate this agreement immediately without
need of previous judicial or arbitration resolution, in the event that the other
party (a) has materially breached any of its obligations under the Agreement and
after notification thereof does not remedy the breach within thirty (30) days or
(b) has been adjudged a bankrupt, has become insolvent by any test, has filed
any petition in any court of bankruptcy or equivalent court for receivership,
reorganization, bankruptcy arrangement or relief from debts or creditors, or
for any other relief whatsoever, has had any such petition filed against it, or
has made any assignment for the benefit of creditors or has any substantial part
of its assets subjected to any involuntary lien which is not removed within
thirty (30) days after notice thereof.
14. WAIVER
No delay or failure by either Party in exercising any right under this
Agreement, nor any partial exercise thereof, shall be deemed to constitute a
waiver of said right or of any other right.
15. EFFECT OF BREACH
In addition to any other rights, privileges, power or remedies of Supplier
hereunder or under law, upon the occurrence of a breach of the Agreement or of
any other event which gives rise to the Supplier's right to terminate the
Agreement, the Purchaser shall remain liable for any and all monetary or
financial obligations arising under this Agreement.
15.1. Force Majeure.
Supplier and Singer shall not be responsible for delays or failures in its
SERVICES AGREEMENT 14
performance hereunder resulting from Acts of God, earthquake shortages of
supplies, transportation difficulties, labor disputes, riots, war, fire,
epidemics, and any acts, omissions or events beyond its control. Performance
times under this Agreement shall be extended for a period of time equivalent to
the time lost because of a delay which is excusable under this provision.
16. SEVERABILLITY
Should any condition or term, or any part thereof, contained in this Agreement
be unenforceable or prohibited by law or by any present or future local,
municipal, provincial/state or national/federal legislation, then such Article,
condition, term or part thereof, shall be amended, and is hereby amended so as
to be in compliance with said legislation or law but, if such Article, condition
or term, or part thereof cannot be amended so as to be in compliance with any
such legislation or law then such Article, condition, term or part thereof shall
be deemed severed from this Agreement, and all the rest of the Articles, terms
and this Agreement, shall remained unimpaired.
17. ASSIGNMENTS
Except as otherwise expressly provided herein, neither this Agreement nor any of
the rights and obligations contained therein may be assigned by either party
without the prior written consent of the other parties.
18. GOVERNING LAW AND VENUE
This Agreement has been entered into and shall be governed in accordance with
the laws of the State of Florida, U.S.A. The parties irrevocably and
unconditionally submit to the jurisdiction of the courts of Miami, Florida
19. NOTICES
All notices required or permitted under this Agreement will be in writing and
will be deemed received when (a) delivered personally; (b) when sent by
confirmed telex or facsimile (followed by the actual document in air mail/air
courier); (c) three (3) days after having been sent by registered or certified
mail, return receipt requested, portage prepaid (or ten (10) days for
international mail); or (d) one (1) day after deposit with a commercial express
courier specifying next day delivery or, for international courier packages, two
(2) days after deposit with a commercial express courier specifying 2-day
delivery, with written verification of receipt, to the address set forth below:
SERVICES AGREEMENT 15
Purchaser:
Globaltron Communications Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Vendor:
Tropico Sistemas e Telecomunicacoes S.A.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ (▇▇▇▇▇▇▇▇ Office Park Ed 4)
Campinas, State of Sao Paulo, Brazil
Supplier:
Singer Products Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Licensor:
CPqD Technologies & Systems Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ -- ▇▇.
20. TAXES
All prices and charges stated herein are exclusive of any taxes, fees and duties
or other amounts, however designated, and including without limitation value
added and withholding taxes which are levied or based upon prices and charges or
upon this Agreement. Purchaser shall report and pay all federal, state, and
local taxes, (excluding only those taxes based on the net income derived by
Vendor and Supplier), duties and amounts designated, levied, or based (1) upon
the Services or it's prices or any other amounts payable under this Agreement;
or (2) on account of this Agreement; Purchaser shall indemnify and hold
harmless Vendor and Supplier, from all claims and liability resulting from
Purchaser failure to report or pay such amounts.
21. ENTIRE AGREEMENT MODIFICATIONS
This Agreement including all exhibits hereto, which are hereby incorporated
herein by this reference, constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supercedes any and all
prior contemporaneous representations, proposals, agreements, negotiations,
advertisements, statements, or understandings, whether oral or written. No
amendment to this Agreement shall be binding on the Parties unless such
amendment is in writing and execute by authorized representatives of the Parties
to this Agreement.
SERVICES AGREEMENT 16
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective authorized Representatives; in three identical counterparts, I
which shall be deemed an original
Global Communications Corporation By /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------- ------------------------------
▇▇▇▇ ▇▇▇▇▇▇ Title: President
Tropico Sistemas e Telecomunicacoes S.A. By /s/
---------------------------------------- ------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇ Title: Director
Tropico Sistemas e Telecomunicacoes S.A. By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Costa
---------------------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Costa Title: Business Director
Singer Products Inc. By /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------- ------------------------------
▇▇▇▇▇ ▇▇▇▇▇ Title: President
CPqD Technologies & Systems Inc. By /s/
---------------------------------------- ------------------------------
Torsten ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: V.P. Business Development
CPqD Technologies & Systems Inc. By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Lomenso
---------------------------------------- ------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ Lomenso Title: V.P. Finance
EXHIBIT A
SINGER PRODUCTS
SERVICES
--------------------------------------------------------------------------------------------------------------
ITEM DESCRIPTION TOTAL VALUE US$
--------------------------------------------------------------------------------------------------------------
Item 1-Telephony Switches Prices
--------------------------------------------------------------------------------------------------------------
A DESCRIPTION OF SERVICE
--------------------------------------------------------------------------------------------------------------
Following is a description of the corresponding local activities
for Tropico equipment installation and commissioning at each site.
--------------------------------------------------------------------------------------------------------------
A1 Field System Engineering
Field Engineering consists of data gathering for Tropico systems in
each site
Includes:
Site survey
Definitions of cable connections
Verification of the infrastructure and complimentary equipment
required to assure a good installation and equipment operation
DC Interconnection Engineering with power equipment to be supplied
by Globaltron
Site survey report with recommendations covering electrical, civil
and environment requirements to be supplied by Globaltron
--------------------------------------------------------------------------------------------------------------
A2 Switching Equipment Installation
It includes:
Uncrate, inventory and reception
Racks and cages installation
Inter sub-racks cable installation
Power Connection and DC voltage verification
--------------------------------------------------------------------------------------------------------------
A3 Switching Equipment Commissioning
Hardware and Software verification
Connectivity verification
Creation of switching database
Field testing
Includes:
Users tests (Only for local switches)
Routes Interconnection Tests (trunks)
Local call Tests (Only for local switches)
InterNetwork Call Testing
CDR Signaling Verification
CDR Billing Verification
Testing for supplementary services (Only for local switches)
Fall Alarms Verification
Fall Messages Verification
--------------------------------------------------------------------------------------------------------------
EXHIBIT A
SINGER PRODUCTS
SERVICES
--------------------------------------------------------------------------------------------------------------
ITEM DESCRIPTION TOTAL VALUE US$
--------------------------------------------------------------------------------------------------------------
Test Synchronization
Redundancy Testing
Traffic observation
ISDN Service Testing (Only for local switches)
V5.2 Interconnection Testing (Only for local switches)
Tests for ISP Interconnection (Internet Traffic Deviation)
Tests for IP Internetworking
Tests for Voice Mail. (Only for local switches)
--------------------------------------------------------------------------------------------------------------
A4 Acceptance Procedure for Tropico and CPqD Equipment
Includes:
(Acceptance Testing Procedure)
Signature of GLOBALTRON Acceptances for proper operation of
TRoPICO equipment
--------------------------------------------------------------------------------------------------------------
B Total Item 1 Project Management, System Engineering, Installation, Tests, US $694,400.00
Commissioning and support services
--------------------------------------------------------------------------------------------------------------
Note: The prices do not include I.V.A. (15%) TAX
SINGER PRODUCTS
SERVICES
--------------------------------------------------------------------------------------------------------------
ITEM DESCRIPTION TOTAL VALUE US$
--------------------------------------------------------------------------------------------------------------
Item 2 Systems Services
--------------------------------------------------------------------------------------------------------------
A DESCRIPTION OF SERVICE
Following is a description of the corresponding local activities
for system software installation and commissioning
--------------------------------------------------------------------------------------------------------------
A1 CPqD Software Installation
Includes:
Definitions and customization of Hardware
Software installation
Feeding of Database
Driver's interpretation verification
--------------------------------------------------------------------------------------------------------------
A2 CpqD Software Commissioning
Includes;
Testing of Loading of data
Menu and screen verification
Data processing Verification
Testing of connectivity with Switch system
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A3 Acceptance Procedure for CPqD Software
Includes:
TOTAL Commissioning according with CPqD software
(Acceptance Testing Procedure)
Signature of GLOBALTRON Acceptances for proper operation of
CPqD
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B PRICES FOR SERVICES
Total Item 1 Project Management, System Engineering, Installation, Tests US$ 475,600.00
Commissioning and support services
Note: The prices do not include I.V.A. (15%) TAX
EXHIBIT - A
DAILY LIST PRICE
SINGER PRODUCTS SERVICES FOR COLOMBIA
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ITEM DESCRIPTION DAILY PRICE US$
--------------------------------------------------------------------------------
1 Project Manager 600.00
2 Senior Engineer 550.00
3 Supervision Engineer 550.00
4 Field Engineer 400.00
5 Senior Technician 400.00
6 Testing Technician 300.00
7 Installation Technician 225.00
8 Local Transportation (*)
9 Rural Transportation (*)
10 Air Transportation (*)
11 Living Expenses per person 175.00
12 Testing Equipment 1,200.00
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(*) The prices will be cost plus 15%
EXHIBIT - A
DAILY LIST PRICE
SINGER PRODUCTS SERVICES FOR OTHERS L.A. COUNTRIES
--------------------------------------------------------------------------------
ITEM DESCRIPTION DAILY PRICE US$
--------------------------------------------------------------------------------
1 Project Manager 850.00
2 Senior Engineer 650.00
3 Supervision Engineer 650.00
4 Field Engineer 600.00
5 Senior Technician 450.00
6 Testing Technician 425.00
7 Installation Technician 410.00
8 Local Transportation (*)
9 Rural Transportation (*)
10 Air Transportation (*)
11 Living Expenses per person (*)
12 Testing Equipment 1,200.00
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(*) The prices will be Net Costs + 15%
EXHIBIT - A
DAILY LIST PRICE FOR USA
SINGER PRODUCTS SERVICES
--------------------------------------------------------------------------------
ITEM DESCRIPTION DAILY PRICE US$
--------------------------------------------------------------------------------
1 Project Manager 1,200.00
2 Senior Engineer 1,200.00
3 Supervision Engineer 900.00
4 Field Engineer 1,200.00
5 Senior Technician 1,000.00
6 Testing Technician 800.00
7 Installation Technician 600.00
8 Local Transportation (*)
9 Rural Transportation (*)
10 Air Transportation (*)
11 Living Expenses per person (*)
12 Testing Equipment 1,200.00
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(*) The prices will be cost plus 15%