INFORMATION TECHNOLOGY SERVICES AGREEMENT
between
▇▇▇▇▇ SYSTEMS CORPORATION
and
WESTERN PACIFIC AIRLINES, INC.
Effective as of April 1, 1997
Schedules
----------
A Client Systems
B Equipment
C Performance Standards
D Services
D-1 Network Locations
D-2 Change Control
D-3 Software Development Request Process
D-4 Typical Field Station Configuration
E Excluded Services
F Certain Employees
G Subsidiaries
H Client Obligations
I Payment Schedule
I-1 Task Order
J Key Staff
K Disaster Recovery and Back-up Plan
L Transition Plan
M Deliverables
N Remedies
O Typical Field Station Configuration
P LAN Satellite Equipment Room Configuration (typical)
INFORMATION TECHNOLOGY SERVICES AGREEMENT
-----------------------------------------
This Information Technology Services Agreement ("Agreement"), dated as of
March 28, 1997, is between ▇▇▇▇▇ Systems Corporation, a Delaware corporation
("▇▇▇▇▇ Systems"), and Western Pacific Airlines, Inc., a Delaware corporation
("Client").
ARTICLE 1
DEFINITIONS
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1.1 Certain Definitions.
---------------------
(a) "Client Data" has the meaning given the term in Section 6.3(a).
(b) "Client Facilities" means such space, office furnishings, janitorial
service, telephone service, secretarial support, utilities (including air
conditioning) and office-related equipment, supplies, and duplicating services
in Client's premises or such other premises as ▇▇▇▇▇ Systems may reasonably
require to provide the Services, including the space, furnishings, and
equipment used by the Transitioned Employees prior to the Effective Date.
(c) "Client Systems" means any Systems owned by Client or licensed to Client
by any entity other than ▇▇▇▇▇ Systems, including the Systems listed on
Schedule A.
(d) "Component" means any part, device, subsystem, functional unit, hardware,
firmware, software, equipment or system used in, comprising or forming part of
the Equipment.
(e) "Deliverables" means a document or item to be delivered to the Client as
set out in the Transition Plan or Schedule M.
(f) "Designated Interest Rate" means a rate of interest equal to the lesser of
(i) four percent per annum more than the base rate established from time to
time by CitiBank, N.A., or (ii) the maximum rate of interest allowed by
applicable law.
(g) "Draft Schedules" has the meaning given in Section 2.2(a).
(h) "Effective Date" means April 1, 1997.
(i) "Emergency" means any event referred to in the Disaster Recovery Plan as
amended from time to time, a copy of which will be attached to this Agreement
as Schedule K, or an airline disaster which necessitates unusually large usage
of processing or telecommunications facilities.
(j) "Equipment" means the computer and telecommunications equipment owned or
leased by or licensed to Client that is required to perform the Services,
including but not limited to all computers (including personal computers) and
related peripherals and accessories. The Equipment is listed in Schedule B
and includes the Class A Equipment and the Class B Equipment.
(k) "Expiration Date" means March 31, 2002.
(l) "Future Service" shall mean any service requested by Client outside the
scope of the Services.
(m) "Including" means including but not limited to.
(n) "Integrated System" means the combination of the Equipment, Systems and
PSC Work Product that is used by ▇▇▇▇▇ Systems to perform the Services.
(o) "Key Staff" means the persons primarily responsible for provision and
management of the Services and Equipment, details of whom are set out in
Schedule J.
(p) "Losses" means all losses, liabilities, damages and claims, and all costs
and expenses relating to such losses, liabilities, damages and claims
(including attorneys' fees and costs of investigation, litigation, settlement,
judgment, and interest).
(q) "Millennium Compliance" means software which lacks any so called
Millennium Year 2000 bug.
(r) "Performance Standards" means the minimum grade of service requirements,
congestion level requirements, or availability standards for each Service:
(1) as set out in this Agreement, including Schedule C; or
(2) where relevant, as set out in any particular Service Level Agreement.
(s) "Personnel" means:
(1) any director or employee of ▇▇▇▇▇ Systems;
(2) any agent, consultant or subcontractor retained by ▇▇▇▇▇ Systems to
perform any tasks, works, functions or obligations under this
Agreement for ▇▇▇▇▇ Systems; and
(3) each director, partner or employee of an agent, consultant or
contractor referred to in (b) who perform any tasks, works, functions
or obligations of such agent, consultant, or contractor.
(t) "PSC Work Product" means all works of authorship, including Software and
Software Documentation, and all inventions that are conceived, developed,
fixed in any tangible medium or reduced to practice by Personnel in connection
with the Services that are delivered to or used for the benefit of Client
under this Agreement.
(u) "Resources" means the Client Systems, Equipment, and Client Facilities.
(v) "Services" means the services, functions and responsibilities described in
Schedule D, as such Schedule may be amended from time to time pursuant to the
terms of this Agreement. Services exclude the services, functions and
responsibilities described in Schedule E.
(w) "Specification" means the documents approved by Client that describe the
Services or the functional and operational characteristics and requirements of
the Integrated System or any of its component parts.
(x) "System" means a computer program with supporting documentation, including
input and output formats, program listings, narrative descriptions and
operating instructions, together with the tangible media upon which the
program is recorded.
(y) "Term" means the term of the Agreement as set out in Section 1.
(z) "Third Party Intellectual Property" means any trade secret, invention,
work of authorship or other protectable interest that was not conceived or
developed by or under the direction of ▇▇▇▇▇ Systems, including trade secrets,
inventions, works of authorship and other protectable interests conceived or
developed by Client, Client's suppliers or, other than independent contractors
retained specifically to develop software or to create other works of
authorship in connection with this Agreement, ▇▇▇▇▇ Systems' suppliers.
(aa) "Trade Secrets" mean any plans, processes, devices, or information (e.g.,
source code, customer data, financial information) that (i) have independent
economic value, (ii) are not generally known to or ascertainable by proper
means by other persons, (iii) are the subject of reasonable efforts to
maintain their secrecy, and (iv) have been described in writing to ▇▇▇▇▇
Systems.
(bb) "Transition Period" means the three month period immediately after the
Effective Date.
(cc) "Transition Plan" means the plan referred to in Schedule L.
(dd) "Transitioned Employee" means each person identified in Schedule F who
accepts ▇▇▇▇▇ Systems' offer of employment in accordance with Section 3.3.
1.2 OTHER DEFINITIONS Other terms used in this Agreement have the meanings
indicated by their context.
ARTICLE 2
TERM
----
2.1 TERM. The term of this Agreement will begin on the Effective Date and end
on the Expiration Date, unless terminated earlier pursuant to Article 11.
2.2 TRANSITION PERIOD.
(a) The parties acknowledge that as of the Effective Date Schedules A, B, C,
D, K, L, M, and N are incomplete ("Draft Schedules").
(b) During the Transition Period the parties will finalize the details of the
Draft Schedules.
(c) If the parties are unable to reach agreement on the final terms of the
Draft Schedules on or before the end of the Transition Period the
following arrangements will apply:
(1) Either party may terminate this Agreement by notice in writing to the
other party within 10 days after the end of the Transition Period.
(2) If the Agreement is terminated pursuant to paragraph (1):
(i) neither party will have any liability to the other party, except
for amounts payable to ▇▇▇▇▇ Systems under Article 8 through the
date of termination;
(ii) Client or a third party vendor selected by Client will offer to
employ, subject to Client's or the third party vendor's standard
employment practices and policies, the Transitioned Employees.
▇▇▇▇▇ Systems will render reasonable assistance to Client in the
transfer of the Transitioned Employees;
(iii) ▇▇▇▇▇ Systems may on notice in writing to Client, require Client to
re-purchase (at book value) any Equipment which ▇▇▇▇▇ Systems may
have acquired from Client during the Transition Period.
ARTICLE 3
ACCOUNT MANAGEMENT AND PERSONNEL
---------------------------------
3.1 ACCOUNT MANAGER ▇▇▇▇▇ Systems will designate an Account Manager ("Account
Manager") who will be directly responsible for coordinating and managing the
delivery of the Services and will have full authority to act on ▇▇▇▇▇ Systems'
behalf with respect to all matters relating to this Agreement. The Account
Manager will work with the Client Representative to address Client's
information technology issues and strategies and the parties' relationship
under this Agreement.
3.2 CLIENT REPRESENTATIVE Client will designate a representative ("Client
Representative") who will be directly responsible for supervising the delivery
of the Services and have full authority to act on Client's behalf with respect
to all matters relating to this Agreement. The Client Representative will work
with the Account Manager to address Client's information technology issues and
strategies and the parties' relationship under this Agreement.
3.3 TRANSFER OF PERSONNEL.
(a) ▇▇▇▇▇ Systems will offer to employ, subject to ▇▇▇▇▇ Systems' standard
employment practices and policies, each person identified in SCHEDULE F that
is an employee of Client on the Effective Date. ▇▇▇▇▇ Systems will offer each
such person a salary and benefits package, including disability, health and
life insurance coverage, comparable to that offered to other ▇▇▇▇▇ Systems'
employees having similar skills and experience. ▇▇▇▇▇ Systems will use
reasonable commercial efforts to employ each Transitioned Employee as soon as
practicable after the Effective Date.
(b) Upon ▇▇▇▇▇ Systems' request, Client will act as ▇▇▇▇▇ Systems' payroll and
benefits agent and make salary and benefits payments to Transitioned Employees
for a reasonable period after the Effective Date. In such event, ▇▇▇▇▇ Systems
will reimburse Client for all such amounts properly paid to Transitioned
Employees.
(c) Client will be responsible for any severance or other payments to Client's
employees who are not hired by ▇▇▇▇▇ Systems.
(d) ▇▇▇▇▇ Systems will have no liability whatsoever arising out of the
employment of any individual identified on SCHEDULE F, whether or not such
individual becomes a Transitioned Employee, prior to the Effective Date and
thereafter only if such individual becomes a Transitioned Employee. Client
will have no liability whatsoever arising out of the employment of any
Transitioned Employee after the Transition Date; provided however, that Client
shall retain all responsibility and liability for compliance with the
requirements of Section 4980B of the Internal Revenue Code of 1986, as
amended.
3.4 ACKNOWLEDGMENT ▇▇▇▇▇ Systems will use reasonable commercial efforts to
ensure that all Personnel who are to perform any tasks, works, functions or
obligations under this Agreement for or on behalf of ▇▇▇▇▇ Systems shall be:
(a) of good fame and character, and without, to the extent permitted by
applicable law, a history of misconduct or dishonesty;
(b) appropriately competent and experienced in performing the tasks, works,
functions or obligations to be performed by such Personnel; and
(c) if required to perform the applicable task, work, function or obligation,
qualified, with appropriate U.S. qualifications or qualifications which are
recognized in or equivalent to qualifications recognized in the U.S.
3.5 KEY STAFF.
(a) ▇▇▇▇▇ Systems will use reasonable commercial efforts to ensure that the
Personnel Specified in SCHEDULE J (Key Staff) shall be and remain employed by
▇▇▇▇▇ Systems for the first two years of the Term and their primary
responsibility shall be the performance of ▇▇▇▇▇ System's obligations under
this Agreement.
(b) In addition to the Key Staff set out in SCHEDULE J, at the date hereof,
▇▇▇▇▇ Systems may from time to time nominate to client other Personnel as Key
Staff. The inclusion of such persons as Key Staff must be approved by Client
Representative. ▇▇▇▇▇ Systems shall assist Client Representative in making
any inquiries deemed necessary to satisfy the Client Representative of the
suitability of such persons.
(c) ▇▇▇▇▇ Systems shall notify Client Representative of the assignment of Key
Staff.
3.6 PROHIBITION ON REMOVAL During the first two years of the Term, ▇▇▇▇▇
Systems shall not terminate the services of nor procure the resignation of any
Senior Personnel (being the Account Manager and persons who report directly to
him) or remove any such Senior Personnel into another job classification or
assign Senior Personnel to perform different tasks, works, functions or
obligations under this Agreement, in each case without receiving the prior
written approval of Client; provided, however, that such approval will not be
required to terminate any Senior Personnel for Substantial Misconduct.
"SUBSTANTIAL MISCONDUCT" means conviction of a felony; breach of any
confidentiality or non-competition obligation; or failure to use good faith
efforts to carry out the reasonable directions, instructions, policies, rules,
regulations, or decisions of the Board of Directors of ▇▇▇▇▇ Systems including
those related to business ethics and the ethical conduct of the business of
▇▇▇▇▇ Systems. Such approval will only be withheld if Client is satisfied
that the proposal will have a serious and adverse impact on the ability of
▇▇▇▇▇ Systems to perform its obligations under this Agreement.
3.7 RIGHT TO REQUEST REASSIGNMENTS, REPLACEMENTS AND REMOVAL. Client shall
have the right, upon giving not less than one month's notice in writing to
▇▇▇▇▇ Systems, to require ▇▇▇▇▇ Systems to reassign, replace or remove any
Personnel where the performance of that Personnel is such that it may, in
Client's opinion, have a material and adverse impact on the ability of ▇▇▇▇▇
Systems to perform its obligations under this Agreement or provide the
Services.
3.8 TRAINING ▇▇▇▇▇ Systems shall implement and maintain a policy of on-going
training for all Personnel to ensure that all Personnel have the requisite
skills and knowledge required to perform the tasks, works, functions and
obligations assigned to them by ▇▇▇▇▇ Systems.
3.9 BACK-UP PERSONNEL ▇▇▇▇▇ Systems shall ensure that there will be sufficient
back-up Personnel promptly to perform all activities under this Agreement in
the event that the Personnel who normally perform such activities are
temporarily unavailable due to sickness, holiday leave, or otherwise.
3.10 EMERGENCY SITUATIONS ▇▇▇▇▇ Systems shall use extraordinary commercial
efforts to perform any activities required in the event of an Emergency or
other situation requiring high or unusual usage of the Equipment. ▇▇▇▇▇
Systems shall only be liable under this clause if the Equipment fails to meet
the Specifications or Performance Standards. Client shall reimburse ▇▇▇▇▇
Systems for all extraordinary costs and expenses incurred by ▇▇▇▇▇ Systems in
connection with such extraordinary commercial efforts to the extent such costs
and expenses are not covered under a Disaster Recovery Agreement between
Client and ▇▇▇▇▇ Systems.
3.11 ADDITIONAL PERSONNEL. If ▇▇▇▇▇ Systems is consistently unable to meet
its Performance Standards obligations under this Agreement, Client may give a
direction in writing to ▇▇▇▇▇ Systems requiring ▇▇▇▇▇ Systems to employ or
retain additional Personnel in order that such obligations are performed.
▇▇▇▇▇ Systems shall, at ▇▇▇▇▇ Systems' expense, comply with any commercially
reasonable direction given by Client under this section.
3.12 SUB-CONTRACTORS.
(a) ▇▇▇▇▇ Systems shall not use any sub-contractor in connection with
performance of any substantial obligation of ▇▇▇▇▇ Systems under this
Agreement without Client's prior written consent, which consent shall not
unreasonably be withheld.
(b) Each sub-contractor shall execute and deliver to ▇▇▇▇▇ Systems an
appropriate confidentiality agreement in a form substantially similar to that
used by ▇▇▇▇▇ Systems in connection with its own business activities, provided
that such confidentiality agreement is not inconsistent with the terms of this
Agreement.
ARTICLE 4
▇▇▇▇▇ SYSTEMS' RESPONSIBILITIES
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4.1 SERVICES -- GENERAL.
(a) ▇▇▇▇▇ Systems will provide to Client, and Client will obtain from ▇▇▇▇▇
Systems, on an exclusive basis, except as otherwise mutually agreed, Client's
requirements for the Services for the consideration described in Paragraph
8.1, provided that Client shall be entitled (i) to seek competitive bids for
requirements for Services or Future Services identified after the Effective
Date for which the incremental price to be charged under this Agreement will
exceed $100,000, and (ii) to purchase Client's hardware and software
requirements from third party vendors.
(b) ▇▇▇▇▇ Systems shall meet the Performance Standards. In addition, upon
request by Client, ▇▇▇▇▇ Systems shall provide additional services to Client
as described in Section 4.6.
4.2 SERVICES - PERFORMANCE GOALS. ▇▇▇▇▇ Systems shall use reasonable
commercial efforts:
(a) to provide the Services and manage the Equipment for Client in an
efficient and effective manner; and
(b) to source and supply information technology and telecommunication products
and services for Client in a fair and competitive manner.
4.3 SOFTWARE DEVELOPMENT . In the event Client requests ▇▇▇▇▇ Systems to
perform software development services as part of the Services or otherwise in
connection with the development of specific Systems, an appropriate, mutually
acceptable amendment to this Agreement will be prepared, which amendment will
address the ownership of intellectual property rights, including, to the
extent appropriate, the recoupment of Client's costs associated with the
development of that Systems in the event ▇▇▇▇▇ Systems licenses that Systems
to an unrelated third party.
4.4 MILLENNIUM COMPLIANCE. Except as provided in a specific amendment to this
Agreement, ▇▇▇▇▇ Systems will have no obligation to identify or mitigate
Client's exposure to the so-called "Millenium Bug" or any related issues.
Notwithstanding the foregoing, while performing its obligations under this
▇▇▇▇▇ Systems (i) will use reasonable commercial efforts to acquire hardware
and software products that are Millennium Compliant, and (ii) will ensure that
software that it develops is Millennium Compliant.
4.5 DISABLING CODE OR VIRUS.
(a) ▇▇▇▇▇ Systems will not, without the prior consent of Client, insert into
any System any code which would reasonably be expected to have the intentional
effect of disabling or otherwise shutting down all or any portion of the
System. In addition, ▇▇▇▇▇ Systems will not knowingly invoke any such
disabling code known or discovered to exist in any System, without Client's
prior consent.
(b) Each party shall use its best efforts to ensure that no viruses or similar
surreptitious code are introduced into the Systems used to provide the
Services. If such surreptitious code is introduced into such Systems, the
parties will each use its best efforts to minimize the adverse effects of the
such code and to assist Client to mitigate and correct such adverse effects.
4.6 FUTURE SERVICE . From time to time Client may request that ▇▇▇▇▇ Systems
perform a Future Service. Provided that the service is one which ▇▇▇▇▇
Systems offers or makes available to any other client of ▇▇▇▇▇ Systems, ▇▇▇▇▇
Systems shall provide the Future Service for the consideration specified in
Section 8.2. The parties shall execute a written amendment to this Agreement
setting forth any special terms and conditions applicable to such Future
Service, and ▇▇▇▇▇ Systems will begin performing the Future Service: (1) upon
receiving Client's written approval of the authorization to proceed and
agreement to pay ▇▇▇▇▇ Systems' charges and (2) after development of
Applicable Specifications for the future service.
4.7 TRANSITION PLAN.
(a) During the Transition Period, ▇▇▇▇▇ Systems shall (i) perform the Services
generally described in the Draft Schedules to this Agreement, (ii) negotiate
with Client in good faith the Performance Standards and further refinements of
the descriptions of the Services to be provided, and (iii) develop a mutually
acceptable Transition Plan. The Transition Plan shall describe, among other
things, the migration of Client's information technology and
telecommunications services from Client's facilities to ▇▇▇▇▇ Systems' Data
Center, shall include a task list with target dates and responsible personnel
for each required activity, and shall provide for an acceptance test to
ascertain whether the migration has been successfully completed and the
Integrated Systems operate in accordance with the Performance Standards.
(b) Unless otherwise agreed in the Transition Plan, ▇▇▇▇▇ Systems will
establish an equipment configuration at ▇▇▇▇▇ Systems' Data Center having
performance characteristics that are at least equivalent to the configuration
currently used by Client at its facilities and to test the operation of such
configuration to demonstrate that ▇▇▇▇▇ Systems can successfully migrate
Client's information technology and telecommunications to the ▇▇▇▇▇ Systems'
Data Center.
(c) ▇▇▇▇▇ Systems will, in accordance with the Transition Plan, install,
integrate and test a parallel operations equipment configuration at ▇▇▇▇▇
System's Data Center, which configuration shall be at least equivalent in
processing capability or, in the case of telecommunications services,
transmission capability, to the configuration currently used by Client at its
own facilities.
(d) Upon completion of installation, integration and testing of the parallel
operations equipment configuration at ▇▇▇▇▇ Systems' Data Center, ▇▇▇▇▇
Systems shall so certify to Client in writing. Client shall then perform any
inspection desired by Client of ▇▇▇▇▇ Systems' Data Center to verify the
configuration and give its written consent to ▇▇▇▇▇ Systems to commence the
Test Suite, which consent shall not be unreasonably withheld.
(e) In accordance with the terms set forth in the Transition Plan, Client will
supply to ▇▇▇▇▇ Systems a master set of data (the "Test Suite"). ▇▇▇▇▇ Systems
will load the Client Systems on the parallel operations equipment
configuration at ▇▇▇▇▇ Systems' Data Center, and will process the Test Suite
at ▇▇▇▇▇ Systems' Data on the parallel operations equipment configuration
using the Client Systems and deliver the results of such processing to Client
in a format reasonably specified by Client, for comparison by Client to the
results previously generated by Client in processing such data at Client's
facilities. If the results do not match those previously generated by Client,
Client and vendor will work to resolve and correct the differences.
(f) Upon successful completion of the Test Suite processing, ▇▇▇▇▇ Systems
shall, in accordance with the terms and conditions of this Agreement,
immediately complete all steps necessary to make the final cut-over of all
information technology and telecommunications operations from Client's
facilities to ▇▇▇▇▇ Systems' Data Center.
4.8 EQUIPMENT.
(a) Except as otherwise provided by this Agreement, ▇▇▇▇▇ Systems will, at its
expense, provide, manage, support and, maintain the Equipment in accordance
with the Performance Standards and to ensure that all Equipment and Components
are kept in good working order.
(b) Client hereby appoints ▇▇▇▇▇ Systems as its sole agent for all matters
pertaining to the Equipment arising on or after the Effective Date. Client
will notify all appropriate third parties of such appointment, and will take
no other action affecting ▇▇▇▇▇ Systems' use of, or cost of using, the
Equipment without ▇▇▇▇▇ Systems' prior consent.
(c) Client will (i) assign to ▇▇▇▇▇ Systems all license, maintenance,
services, support and similar agreements relating to the Class A Equipment to
the extent permitted by such agreements or the consent of the other parties to
such agreements, or (ii) take such other action with respect to such
agreements as ▇▇▇▇▇ Systems reasonably requests.
(d) Effective as of the Effective Date, Client hereby assigns, conveys and
transfers the Class A Equipment to ▇▇▇▇▇ Systems free and clear of all liens
and encumbrances. As consideration for such assignment, ▇▇▇▇▇ Systems will
pay Client an amount equal to the net book value of the Class A Equipment as
shown on Client's accounting books and records on the Effective Date, provided
that such books and records are maintained in accordance with generally
accepted accounting principles applied on a consistent basis.
(e) Upon expiration of each lease or similar agreement relating to each item
of Class B Equipment, Client will, at ▇▇▇▇▇ Systems' reasonable request, use
reasonable commercial efforts to acquire such item. Immediately upon Client's
acquisition of such item, Client will assign, convey and transfer, and hereby
does assign, convey and transfer such item to ▇▇▇▇▇ Systems and, thereafter,
such item will be deemed to be Class A Equipment. As consideration for such
assignment, ▇▇▇▇▇ Systems will pay Client an amount equal to the purchase
price of such Class B Equipment.
(f) In order to meet Client's objectives, Client and ▇▇▇▇▇ Systems acknowledge
that it will be desirable from time to time to replace, or make modifications
to the design and configuration of the Equipment and the Components.
Therefore ▇▇▇▇▇ Systems shall:
(1) establish and maintain a mutually acceptable program for upgrading the
Equipment and the Components to incorporate new technologies as and when they
become available and to increase cost effectiveness and efficiency of the
Equipment, the Components and the Services;
(2) ensure that modification upgrading will not reduce the functionality of
the Equipment or any Component nor shall such modification or upgrading
adversely impact on any performance standards;
(3) submit to Client all material replacements, modifications to the design or
configuration of the Equipment or its Components for Client's acceptance,
which acceptance shall not be unreasonably withheld.
The cost of replacing, modifying or upgrading Equipment or Components shall be
borne by Client, unless otherwise agreed.
(g) During the Term, ▇▇▇▇▇ Systems shall maintain an on-going inventory of all
Components, including but not limited to an inventory of all spare equipment.
Client may access the inventory at any time by giving notice to ▇▇▇▇▇
Systems.
4.9 SOFTWARE.
(a) Effective as of the Effective Date, Client hereby licenses ▇▇▇▇▇ Systems
on a non-exclusive basis the right to use the Client Owned or Licensed Systems
identified in SCHEDULE A for the sole purpose of performing the Services for
the benefit of Client and its Subsidiaries. ▇▇▇▇▇ Systems shall not be
entitled to use, reproduce, modify, distribute, disclose, reverse engineer or
otherwise utilize Client Owned or Licensed System other than in accordance
with the license granted in this subsection (a). The license granted in this
paragraph (a) will terminate on termination or expiration of this Agreement.
(b) ▇▇▇▇▇ Systems will obtain any consents which are necessary to enable the
sub-license of the Licensed Systems to ▇▇▇▇▇ Systems.
(c) Effective as of the Effective Date, ▇▇▇▇▇ Systems will negotiate the
assignment of the Third-Party Software identified in Part B2 of SCHEDULE A
to ▇▇▇▇▇ Systems.
4.10 PERFORMANCE STANDARDS.
(a) During the Transition Period, ▇▇▇▇▇ Systems shall provide the Services at
service levels which are no less than the performance levels achieved by
Client as of the Effective Date.
(b) During the Transition Period, the parties will negotiate in good faith the
final Performance Standards. The final Performance Standards are intended to
be established to provide service levels that are better than or equal to the
performance levels being provided by Client as of the Effective Date. These
Performance Standards will be documented jointly by the parties and set forth
as SCHEDULE C.II.
(c) ▇▇▇▇▇ Systems will use commercially reasonable efforts to meet or exceed
the Performance Standards. Any degradation of performance resulting from
service or resource reductions requested by Client, or any change in the
manner in which the Services are provided by ▇▇▇▇▇ Systems approved by Client,
will not constitute a failure by ▇▇▇▇▇ Systems to meet any applicable
Performance Standards.
(d) If requested by Client at the time Client requests or approves a service
or resource reduction or a change in the manner of delivery of the Services,
▇▇▇▇▇ Systems will review with Client, to the extent reasonably feasible under
the circumstances, the anticipated effect of such reduction or change on ▇▇▇▇▇
Systems' ability to meet the applicable Performance Standards.
4.11 SERVICE LEVEL AGREEMENTS.
(a) Unless the parties determine otherwise, before the provision of a Future
Service, or otherwise as directed by Client, ▇▇▇▇▇ Systems shall deliver to
Client ▇▇▇▇▇ Systems' suggested form of Service Level Agreement in respect of
such Service for Client's approval in accordance with this Section 4.12.
(b) Client may accept or reject a proposed form of Service Level Agreement
delivered to Client under Section 4.12(a). If Client rejects the form of such
Service Level Agreement, Client may give directions to ▇▇▇▇▇ Systems as the
Client may reasonably consider necessary, to ensure that ▇▇▇▇▇ Systems
prepares a form of Service Level Agreement acceptable to Client, but which
contains no provisions more onerous on ▇▇▇▇▇ Systems than are imposed on it
under this Agreement.
(c) If, in respect of a Service Level Agreement, Client does not exercise its
rights under (b), or provide the directions referred to in (b) within seven
days of delivery of the Service Level Agreement, it shall be deemed to have
been accepted by Client.
(d) If ▇▇▇▇▇ Systems fails to deliver to Client a form of Service Level
Agreement as required under this Section 4.12, Client may prepare a form of
Service Level Agreement which shall be binding upon ▇▇▇▇▇ Systems provided
that it contains no provision more onerous on ▇▇▇▇▇ Systems than are imposed
on ▇▇▇▇▇ Systems under this Agreement.
4.12 REVIEW AND REVISION OF STANDARDS. The parties will periodically review
the Performance Standards and, if mutually agreed, will adjust the Performance
Standards to reflect appropriate changes in circumstances, such as
technological advances, changes in methods used generally to perform similar
services, or service or resource changes requested or approved by Client.
4.13 VERIFICATION OF COMPLIANCE. ▇▇▇▇▇ Systems will provide Client with (i) a
quarterly report, in a form and with content mutually agreed by the parties,
and (ii) such other documentation and information as Client reasonably
requests, to verify that the Services and Future Services are being performed
in compliance with the Performance Standards.
4.14 CHANGE CONTROL. Within 90 days after the Effective Date, ▇▇▇▇▇ Systems
will prepare and provide to Client a procedure (the "Change Control
Procedure"), which will provide, at a minimum, that ▇▇▇▇▇ Systems will make no
change which materially and adversely affects the function or performance of
the Services, or which results in an increase in ▇▇▇▇▇ Systems' charges to
Client, without first obtaining Client's approval.
4.15 USE OF RESOURCES. ▇▇▇▇▇ Systems will manage and will have the right to
use the Resources and such other resources as and where ▇▇▇▇▇ Systems deems
appropriate to perform the Services.
4.16 INSURANCE. During the Term, ▇▇▇▇▇ Systems shall have and maintain in
force, at ▇▇▇▇▇ Systems' sole expense, the following insurance coverages:
(a) Worker's Compensation Insurance, including occupational illness or disease
coverage, or other similar social insurance in accordance with the laws of the
country, state, or territory exercising jurisdiction over the employee and
Employer's Liability Insurance with a minimum limit of $1,000,000 per
occurrence.
(b) Commercial General Liability Insurance, including Products, Completed
Operations Liability and Personal Injury, Contractual Liability and Broad Form
Property Damage Liability coverage for damages to any property with a minimum
combined single limit of $2,500,000 per occurrence.
(c) Automotive Liability Insurance covering use of all owned, non-owned, and
hired automobiles with a minimum combined single limit of $2,000,000 per
occurrence for bodily injury and property damage liability.
(d) Errors and Omissions Insurance, covering data processing errors and
omissions and wrongful acts in the performance of the Services with a minimum
combined single limit per occurrence of not less than $2,000,000.
ARTICLE 5
CUSTOMER RESPONSIBILITIES
-------------------------
5.1 GENERAL. Client hereby appoints ▇▇▇▇▇ Systems as its sole agent for all
matters pertaining to the Resources and will notify all appropriate third
parties of such appointment. Client will be responsible for the obligations
set forth in SCHEDULE H.
5.2 EQUIPMENT. Client will make the Class B Equipment available to ▇▇▇▇▇
Systems without charge for its use to perform the Services, and ▇▇▇▇▇ Systems
will assume operational, including maintenance, and administrative
responsibility for each item of Class B Equipment as long as that item is used
by ▇▇▇▇▇ Systems to perform the Services. Notwithstanding the foregoing,
Client will retain complete financial responsibility for the Class B
Equipment, including depreciation, insurance and taxes and all financial
obligations under any applicable lease, license, maintenance, services,
support and similar agreements relating to the Class B Equipment.
5.3 CLIENT FACILITIES. Commencing on the Effective Date, Client will provide
the Client Facilities to ▇▇▇▇▇ Systems without charge. ▇▇▇▇▇ Systems will
have access to Client Facilities 24 hours a day, seven days a week and will
comply with Client's reasonable security procedures while on the premises of
Client Facilities. In addition, Client will provide necessary storage space
for backup data files and will provide such additional storage space as may be
required by any change in Client's retention schedules.
5.4 INSURANCE. Client shall, at its expense, maintain at all times during the
term of this Agreement valid and collectible Comprehensive Airline Liability,
including Aircraft Liability, Passenger Liability, Public Liability and
Property Damage insurance, written on an "occurrence" basis. Such insurance,
and any Umbrella or Excess Liability insurance necessary to provide this limit
of liability, shall bear a combined single limit per occurrence and annual
aggregate of not less than $500,000,000, exclusive of defense costs. Such
insurance shall (a) acknowledge ▇▇▇▇▇ Systems, its officers, agents and
employees as additional insureds as regards ▇▇▇▇▇ Systems' acts or omissions;
(b) waive all rights of subrogation against ▇▇▇▇▇ Systems; and (c) contain
standard cross-liability or severability of interest provisions.
ARTICLE 6
PROPRIETARY RIGHTS AND SOFTWARE
-------------------------------
6.1 PSC WORK PRODUCT.
(a) Subject to the license granted in Section 6.1(b), ▇▇▇▇▇ Systems shall
retain all right, title and interest in and to all trade secret, copyright,
patent and other intellectual property rights in and to all PSC Work Product.
Notwithstanding the foregoing, ▇▇▇▇▇ Systems hereby assigns to Client, to the
maximum extent permitted by applicable law, all right, title and interest in
and to all PSC Work Product to the extent that it contains Client's Trade
Secrets. In addition, ▇▇▇▇▇ Systems hereby assigns to Client, to the maximum
extent permitted by applicable law, all right, title and interest in and to
all PSC Work Product incorporated into Systems transferred to ▇▇▇▇▇ Systems on
the Effective Date.
(b) Upon termination of this Agreement, except in connection with Client's
breach of this Agreement, ▇▇▇▇▇ Systems grants Client a 99-year, non-
exclusive, non-transferable, royalty-free, irrevocable, worldwide license to
use, reproduce, and create derivative works of all PSC Work Product that are
then being used by ▇▇▇▇▇ Systems to provide Services, subject to the
following:
(1) Except to the extent required by natural disaster or similar emergency,
such PSC Work Product will not be operated, directly or indirectly, (A) by
persons other than bona fide employees of Client or, with ▇▇▇▇▇ Systems'
consent, which consent will not be unreasonably withheld, third party service
providers who execute a confidentiality agreement with ▇▇▇▇▇ Systems having
terms substantially similar to Section 10.4 of this Agreement, or (B) on
equipment that is not under the control of Client or such third party service
providers.
(2) Such PSC Work Product will not be used, copied or modified except for the
internal operations of Client.
(3) Such PSC Work Product will be Confidential Information and remain
perpetually subject to the provisions of Section 10.4.
(4) All copyrights, patent rights and other intellectual property rights in
and to all modifications and additions to such PSC Work Product shall be owned
by, and Client hereby assigns such modifications and additions to, ▇▇▇▇▇
Systems, subject to the license granted to Client in this Section 6.1(b).
▇▇▇▇▇ Systems will provide to Client one copy of the source code of all PSC
Work Product licensed to Client under this Section 6.1(b).
(c) Nothing in this Agreement shall be construed to restrict ▇▇▇▇▇ Systems
from (1) developing or distributing products or performing services similar to
the PSC Work Product or the Services, or (2) using any concepts, know-how or
techniques developed by ▇▇▇▇▇ Systems as a direct result of developing the PSC
Work Product or performing the Services to develop or distribute products or
to perform services for any other person, provided that ▇▇▇▇▇ Systems does not
infringe any proprietary rights of Client which Client obtains pursuant to
Section 6.1(a).
6.2 THIRD PARTY INTELLECTUAL PROPERTY.
(a) Unless ▇▇▇▇▇ Systems is authorized to do so by Client or the authorized
licensor of any applicable Third Party Intellectual Property, ▇▇▇▇▇ Systems
shall not incorporate into any PSC Work Product, or use for the benefit of
Client in connection with the Services, any Third Party Intellectual Property.
(b) To the extent that ▇▇▇▇▇ Systems is reasonably expected to use, reproduce
or create derivative works of Third Party Intellectual Property owned by or
licensed to Client to fulfill its obligations under this Agreement, Client
hereby authorizes ▇▇▇▇▇ Systems, as an independent contractor, and grants to
▇▇▇▇▇ Systems, to the extent permitted by any applicable agreement to which
Client is a party, a non-exclusive, non-transferable, royalty-free license, to
use, reproduce and create derivative works of such Third Party Intellectual
Property to the extent necessary to, and for the sole purpose of, fulfilling
▇▇▇▇▇ Systems' obligations under this Agreement. Client, at no charge to ▇▇▇▇▇
Systems and with ▇▇▇▇▇ Systems' cooperation and assistance, will obtain any
consents from third parties necessary to ▇▇▇▇▇ ▇▇▇▇▇ Systems these rights.
(c) If (1) ▇▇▇▇▇ Systems acquires the right to use, reproduce or create
derivative works of any Third Party Intellectual Property and (2) the PSC Work
Product contemplated by this Agreement to be developed by ▇▇▇▇▇ Systems cannot
reasonably be used as contemplated by this Agreement unless ▇▇▇▇▇ Systems can
transfer such rights to Client in accordance with the terms of this Agreement,
then ▇▇▇▇▇ Systems shall use reasonable commercial efforts to obtain the right
to transfer such rights to Client. To the extent permitted, and subject to
the restrictions imposed, by the owner or licensor of that Third Party
Intellectual Property, ▇▇▇▇▇ Systems assigns or sublicenses, as the case may
be, to Client all rights in and to all Third Party Intellectual Property that
forms part of a PSC Work Product that are necessary to allow Client to use
that PSC Work Product as contemplated by this Agreement upon acceptance of,
and payment for, that PSC Work Product.
6.3 CLIENT DATA.
(a) All data and information submitted to ▇▇▇▇▇ Systems by Client in
connection with the Services and Future Services (the "Client Data") is and
shall remain the property of Client. Client Data shall not be (1) used by
▇▇▇▇▇ Systems other than in connection with providing the Services and the
Future Services, (2) disclosed, sold, assigned, leased or otherwise provided
to third parties by ▇▇▇▇▇ Systems or (3) commercially exploited by or on
behalf of ▇▇▇▇▇ Systems, its employees or agents.
(b) At its own expense, ▇▇▇▇▇ Systems shall promptly correct any errors or
inaccuracies in the Client Data caused by ▇▇▇▇▇ Systems. At Client's expense,
▇▇▇▇▇ Systems shall promptly correct any other errors or inaccuracies in the
Customer Data.
(c) Upon request by Client at any time, ▇▇▇▇▇ Systems shall (1) at Client's
expense, promptly return to Client, in the format and on the media requested
by Client, all Client Data and (2) erase or destroy all Client Data in ▇▇▇▇▇'▇
posession. Any archival tapes containing Client Data shall be used solely for
back-up purposes.
(d) ▇▇▇▇▇ Systems shall make tapes containing copies of any Client Data then
residing on Client Systems or ▇▇▇▇▇ Systems' Systems (the "Back-up Tapes") and
shall maintain the Back-Up Tapes in accordance with procedures set forth in
EXHIBIT ▇. ▇▇▇▇▇ Systems shall send the Back-Up Tapes to the off-site storage
facilities described in EXHIBIT K. Upon request, authorized personnel of
Client shall be permitted access to the off-site facilities during normal
business hours and subject to any reasonable security procedures or other
restrictions in effect at the off-site facilities at the time of the access.
At the end of every calendar month during the Term, ▇▇▇▇▇ Systems shall
provide a copy of the Back-up Tapes made during such calendar month to Client
and Client shall reimburse ▇▇▇▇▇ Systems for the cost of the media.
ARTICLE 7
CONTINUED PROVISION OF SERVICES
-------------------------------
7.1 DISASTER RECOVERY PLAN. During the Transition Period, ▇▇▇▇▇ Systems will
prepare a proposal, to be attached as EXHIBIT K to this Agreement, for the
procedures to be followed with respect to the continued provision of the
Services and the Future Services in the event that Client's facilities or
▇▇▇▇▇ Systems' Data Center is unavailable for use because it has been
destroyed, damaged or is otherwise not available for use (the "Disaster
Recovery Plan") and providing a back-up procedure. Client shall promptly
review the proposed Disaster Recovery Plan and notify ▇▇▇▇▇ Systems of its
acceptance or rejection of such proposal. If Client accepts such proposal, an
appropriate amendment to this Agreement will be prepared and executed by the
parties.
7.2 TERMINATION RIGHT. In the event the Services or Future Services are
provided from a disaster recovery site for more than 30 days, Client may
terminate this Agreement upon notice to ▇▇▇▇▇ Systems.
7.3 TESTING. If Client elects to implement the proposed Disaster Recovery
Plan, ▇▇▇▇▇ Systems shall test the Disaster Recovery Plan at least once every
calendar year during the Term and certify to Client that the Disaster Recovery
Plan is operational.
7.4 PRIORITY. ▇▇▇▇▇ Systems shall consult with Client regarding the priority
to be given to the Services and the Future Services during the pendency of any
disaster. ▇▇▇▇▇ Systems shall not be excused from implementing the Disaster
Recovery Plan as a result of the events described in Section 14.9., except to
the extent that such events affect the disaster recovery site.
ARTICLE 8
PAYMENTS TO ▇▇▇▇▇ SYSTEMS
-------------------------
8.1 SERVICE CHARGES. Client will pay ▇▇▇▇▇ Systems for the Services in
accordance with SCHEDULE I.
8.2 ADDITIONAL SERVICES CHARGES. If Client requests Future Services from
▇▇▇▇▇ Systems, Client will pay ▇▇▇▇▇ Systems for such services on such basis
as the parties may agree.
8.3 REIMBURSABLE EXPENSES. Client will pay or reimburse ▇▇▇▇▇ Systems for its
reasonable and actual documented out-of-pocket expenses incurred in connection
with its performance of the Services, including non-routine travel and travel-
related expenses that comply with Client's travel expense policies, provided
that no such expenses will be incurred without Client's prior consent. Client
will also pay or reimburse ▇▇▇▇▇ Systems for aggregate software license
transfer fees in excess of $25,000, and all license fees payable in connection
with any third-party software other than that listed in Schedule A, incurred
by ▇▇▇▇▇ Systems at Client's request. Whenever reasonably practicable, air
travel will be booked on Client's flights.
8.4 TAXES. There will be added to any charges under this Agreement, and
Client will pay or reimburse to ▇▇▇▇▇ Systems, amounts equal to any taxes,
however designated or levied based upon such charges, the Services, or this
Agreement, including state and local taxes, and any taxes or amounts in lieu
thereof paid or payable by ▇▇▇▇▇ Systems in respect of the foregoing,
excluding franchise taxes and taxes based on the net income of ▇▇▇▇▇ Systems.
Each party will cooperate with the other in minimizing any applicable tax
and, in connection therewith, Client will provide ▇▇▇▇▇ Systems any resale
certificates, information regarding out-of-state use of materials, services or
sales, or other exemption certificates or information reasonably requested by
▇▇▇▇▇ Systems.
8.5 TIME OF PAYMENT. All amounts due hereunder will be due within, in the
case of base monthly service fees, 10 days, or, in the case other fees and
expenses, 30 days after receipt by Client of a ▇▇▇▇▇ Systems invoice therefor
and shall be paid by wire transfer to a bank account specified by ▇▇▇▇▇
Systems. ▇▇▇▇▇ Systems will submit invoices on a timely basis in accordance
with Schedule I and any applicable task order. Undisputed amounts not paid
when due will incur interest until paid at the Designated Interest Rate.
8.6 AUDITS. ▇▇▇▇▇ Systems will permit Client or its designated
representatives access to ▇▇▇▇▇ Systems' facilities to perform an semi-annual
audit of ▇▇▇▇▇ Systems' records to the extent necessary to verify ▇▇▇▇▇
Systems' charges to Client for the then preceding year or any portion thereof.
Client will provide to ▇▇▇▇▇ Systems a copy of the audit report resulting
from each such audit upon its completion. As soon as reasonably feasible
thereafter, the parties will review the audit report and work in good faith to
agree upon any reimbursement or upward adjustment of charges to Client and any
appropriate future adjustments to ▇▇▇▇▇ Systems' charges and practices. If
such audit demonstrates that ▇▇▇▇▇ Systems' invoiced charges for that period
exceed the correct charges for that period by more than five percent, ▇▇▇▇▇
Systems will pay or reimburse Client for the reasonable costs of such audit.
In the event ▇▇▇▇▇ Systems desires to limit the scope of Client's audit rights
in order to protect confidential or proprietary information, the audit will be
conducted, at ▇▇▇▇▇ Systems' expense, by an independent third party auditor
mutually acceptable to ▇▇▇▇▇ Systems and Client who will verify ▇▇▇▇▇ Systems'
charges to Client for the then preceding year without disclosing any ▇▇▇▇▇
Systems confidential or proprietary information to Client or any other party.
8.7 VERIFICATION OF COSTS. The charges set forth in this Agreement are based
upon information furnished by Client to ▇▇▇▇▇ Systems, but not independently
verified by ▇▇▇▇▇ Systems. Client represents to ▇▇▇▇▇ Systems that such
information, particularly as it relates to costs, is to the best of Client's
knowledge, accurate and contains no material omissions. Accordingly, if any
such information should prove to be incorrect in any material respect,
appropriate adjustments may be made to ▇▇▇▇▇ Systems' charges hereunder after
consultation between Client and ▇▇▇▇▇ Systems.
8.8 TELECOMMUNICATIONS CHARGES. During the remaining term of Client's service
agreement with MCI, all telecommunications charges incurred by ▇▇▇▇▇ Systems
in respect of the provisions of Services or Future Services shall be charged
to Client without a markup by ▇▇▇▇▇ Systems. Telecommunications charges after
expiration of Client's service agreement with MCI will be included in the base
service fees, to the extent such charges are based on usage not greater than
the average monthly usage for the six month period commencing on the Effective
Date, for those years set forth in Schedule I. Notwithstanding the foregoing,
▇▇▇▇▇ Systems will provide, at its expense, all telecommunications services
necessary to connect the Equipment to ▇▇▇▇▇ Systems' Data Center.
ARTICLE 9
RECORDS, REPORTING AND ACCESS
-----------------------------
9.1 RECORDS AND REPORTING.
(a) ▇▇▇▇▇ Systems shall ensure that accurate records of all Client Data,
System documentation and records of any material other acts, matters or things
required under this Agreement shall at all times be complete and up to date.
▇▇▇▇▇ Systems shall give to Client on demand an electronic copy of any
information kept pursuant to this Paragraph (a).
(b) During the Transition Period, ▇▇▇▇▇ Systems and Client shall establish
appropriate reporting requirements that will allow Client to verify ▇▇▇▇▇
Systems' compliance with the Performance Standards, and these reporting
requirements will be incorporated in SCHEDULE C.
9.2 RIGHT OF ACCESS. Client shall have the right at any time to inspect the
processing facilities and operating practices of ▇▇▇▇▇ Systems for the purpose
of determining that ▇▇▇▇▇ Systems security is adequate and that Client stored
at ▇▇▇▇▇ Systems is adequately protected. Client personnel shall comply with
reasonable security requirements of ▇▇▇▇▇ Systems. ▇▇▇▇▇ Systems may require
advance notice of any access by Client to ▇▇▇▇▇ Systems' facilities.
ARTICLE 10
CONFIDENTIALITY
---------------
10.1 CLIENT DATA. All Client Data will remain the property of Client. ▇▇▇▇▇
Systems will use such data or information solely in connection with performing
the Services.
10.2 SAFEGUARDING CLIENT DATA.
(a) ▇▇▇▇▇ Systems will establish and maintain commercially reasonable
procedures and physical security measures to protect against the unauthorized
alteration, loss, or destruction of Client's Data in ▇▇▇▇▇ Systems'
possession. Except as approved by Client, such procedures and physical
security measures will be no less rigorous than those in effect at the Client
Facilities prior to the Effective Date. Except as allowed in Section 9.2,
Client personnel will not enter any computer operations area or other
restricted access area in which Services are performed without ▇▇▇▇▇ Systems'
prior consent, which consent will not be unreasonably withheld.
(b) At Client's request and expense in accordance with Section 8.2, ▇▇▇▇▇
Systems will establish and maintain additional procedures and physical
security measures to protect such data and information.
10.3 CONFIDENTIAL INFORMATION.
(a) Each party agrees that all information regarding the other party's
business activities and plans communicated to the receiving party will be
treated as confidential information ("Confidential Information").
Notwithstanding the foregoing, Confidential Information shall not include
information that (1) was previously known by the receiving party without an
obligation of confidentiality, (2) is independently developed by the receiving
party, (3) is or becomes publicly available without a breach of this Agreement
by the receiving party, (4) is disclosed to the receiving party by a third
person who is not required to maintain its confidentiality, or (5) is required
to be disclosed by reason of legal, accounting or regulatory requirements
beyond the reasonable control of the receiving party. The receiving party has
the burden of proving the applicability of the foregoing exceptions.
(b) Each party shall use at least the same degree of care, but no less than a
reasonable degree of care, to avoid unauthorized disclosure or use of the
other party's Confidential Information as it employs with respect to its own
Confidential Information of like importance.
(c) Each party may disclose Confidential Information only to its own officers,
directors, and employees and to its consultants and advisors who reasonably
need to know it. Each party shall be responsible to the other party for any
violation of this Agreement by its officers, directors, employees, consultants
or advisors.
(d) Neither party may print or copy, in whole or in part, any documents or
other media containing any Confidential Information, other than copies for its
officers, directors, employees, consultants, or advisors who are working on
the matter, without the prior consent of the other party.
(e) Neither party may use the other party's Confidential Information for
competing with the other party or for any purpose not in furtherance of this
Agreement.
(f) Promptly after termination or expiration of this Agreement, each party
will return or, with the consent of the other party, destroy all of other
party's Confidential Information, except for archival and backup copies that
are not readily available for use (other than archival and backup copies of
data and information specifically created as part of the Services) and
business records required by law to be retained.
(g) If either party becomes legally obligated to disclose any of the other
party's Confidential Information, the party subject to the obligation shall
notify the other party in writing promptly and shall cooperate with the other
party at the other party's expense in seeking a protective order or other
appropriate remedy.
(h) Each party agrees that in the event of a breach or threatened breach by
either party, including its officers, directors, consultants, or employees, of
the provisions of this Article 10, the non-breaching party will have no
adequate remedy in money damages and, accordingly, shall be entitled to seek
an injunction against such breach, in addition to any other legal or equitable
remedies available to it.
(i) Each party is disclosing Confidential Information solely on an "AS IS"
basis, with no warranties. The disclosing party will not be liable for any
damages arising out of the use of Confidential Information disclosed
hereunder.
ARTICLE 11
PERFORMANCE REVIEW AND TERMINATION
----------------------------------
11.1 PERFORMANCE REVIEW. The Account Manager and Client Representative will
meet as often as reasonably requested by either party to review the
performance of the parties under this Agreement. Each party will bear its own
costs and expenses incurred in connection with such review.
11.2 DISPUTE RESOLUTION. If any continuing dispute between the parties is not
resolved after reasonable attempts to resolve such dispute are made by either
party, then, upon the written request of either party, each party will appoint
an officer who does not spend most of his or her time on activities relating
to this Agreement, to meet with the other party's officer for the purpose of
resolving the dispute. The officers will negotiate in good faith to resolve
the dispute within 60 days without the necessity of any formal proceeding.
During the course of such negotiations, all reasonable requests made by one
party to the other for information will be honored. Both parties agree to
continue performing their respective obligations under this Agreement while
the dispute is being resolved, except to the extent that such obligations are
in dispute, unless and until this Agreement expires or is terminated in
accordance with its terms.
11.3 ARBITRATION. If the parties agree and if any dispute that is not
resolved through negotiation pursuant to Section 11.2, except for disputes
directly relating to infringement of intellectual property rights or a breach
of Section 10, the dispute shall be submitted for final and binding
arbitration in accordance with the following:
(a) Except as specified below or otherwise agreed in writing, the arbitration
will be conducted in accordance with the then current Commercial Arbitration
Rules of the American Arbitration Association.
(b) Any demand for arbitration or any counterclaim will specify in reasonable
detail the facts and legal grounds forming the basis for the claimant's
request for relief, and will include a statement of the total amount of
damages claimed, if any, and any other remedy sought by the claimant.
(c) The arbitration will be conducted by an arbitration panel consisting of a
single neutral arbitrator selected in accordance with those Commercial
Arbitration Rules.
(d) The arbitration proceedings will take place in Dallas, Texas.
(e) The arbitration panel may render awards of monetary damages, direction to
take or refrain from taking action, or both. However, the arbitration panel
may not award monetary damages in excess of the damages allowed pursuant to
Section 10.3 hereof.
(f) The arbitration panel may, at its discretion, require any party to the
arbitration to reimburse any other party to the arbitration for all or any
part of the expenses of the arbitration paid by the other party and the
attorneys' fees and other expenses reasonably incurred by the other party in
connection with the arbitration.
(g) Judgment upon the award rendered in the arbitration may be entered in any
court of competent jurisdiction.
11.4 TERMINATION FOR CAUSE.
(a) If either party materially breaches any of its duties or obligations
hereunder and such breach, if capable of cure, is not substantially cured
within (i) 30 days of notice specifying the breach for a breach of Client's
payment obligations hereunder, or (ii) 60 days of notice specifying the breach
for any breach not relating to payment, the other party may terminate this
Agreement for cause by giving notice to the party in default specifying the
date of termination. For purposes of this section, a "material breach"
includes, but is not limited to, any failure to meet Performance Standards for
which a right of termination is created by virtue of Schedule N.
(b) Notwithstanding paragraph (a) above, Client may terminate the whole or any
portion of this Agreement if there are recurrring failures by ▇▇▇▇▇ Systems to
meet any one or more Performance Standards.
11.5 TERMINATION FOR INSOLVENCY. If either party is unable to pay its debts
generally as they come due or is declared insolvent or bankrupt, is the
subject of any proceedings relating to its liquidation, insolvency or for the
appointment of a receiver or similar officer for it, makes an assignment for
the benefit of all or substantially all of its creditors, or enters into an
agreement for the composition, extension, or readjustment of all or
substantially all of its obligations, then the other party may, by giving
notice thereof to such party, terminate this Agreement as of a date specified
in such notice of termination.
11.6 PARTIAL TERMINATION. Without limiting any of the rights contained in
this Agreement, Client may elect, in the termination notice given under
Section 11.4, partially to terminate this Agreement, in respect of any Service
or Future Service to which the default the subject of the notice relates. In
this event, ▇▇▇▇▇ Systems and Client shall negotiate in good faith an
equitable adjustment to fees payable to ▇▇▇▇▇ Systems under this Agreement,
and ▇▇▇▇▇ Systems shall, in its sole discretion, continue to perform the
remaining part of this Agreement.
11.7 TERMINATION FOR CONVENIENCE.
(a) Beginning on the third anniversary of the Effective Date, Client may serve
notice of termination at any time for Client's convenience. Client agrees to
continue utilizing Services of ▇▇▇▇▇ Systems for a period of not less than six
months after notice is given. Client shall pay ▇▇▇▇▇ Systems, as ▇▇▇▇▇
Systems' sole remedy for termination, upon giving such notice the "Make Whole
Costs" (hereinafter defined) and a termination fee equal to the present value
of the remaining base monthly services charge. "Make Whole Costs" shall mean
all reasonable direct costs of ▇▇▇▇▇ Systems associated with the early
termination of this Agreement, including:
(i) any equipment and facility lease termination penalties and transfer fees,
prorated over a period of the lesser of the Term or the entire lease term
existing during the Term,
(ii) Equipment and System book loss or sublease loss, and
(iii) severance or relocation payments to individuals employed by ▇▇▇▇▇
Systems that are dedicated solely to performing Services for Client, less
(iv) any savings associated therewith.
(b) RECHARACTERIZATION AFTER THE FACT. In the event that a purported
termination for cause by Client under Section 11.4 or 11.6 is determined by a
competent authority not to be properly a termination for cause, then such
termination by Client shall be deemed to be a termination for convenience
under this Section 11.7.
11.8 TERMINATION FOR CHANGE OF CONTROL. In the event of a change in control of
▇▇▇▇▇ Systems (other than through one or more public offerings of ▇▇▇▇▇
Systems' securities) where such control is acquired, directly or indirectly,
in a single transaction or series of related transactions at any time during
the Term (except that such change of control shall be measured during any six
month period only in respect of any period when the ▇▇▇▇▇ Systems shall be
publicly owned), or all or substantially all of the assets of the ▇▇▇▇▇
Systems are acquired by a competitor of Client, or ▇▇▇▇▇ Systems is merged
with or into an unaffiliated entity which is a competitor of Client to form a
new entity, then, at any time within six months after any such event, Client
may terminate this Agreement by giving ▇▇▇▇▇ Systems written notice thereof
and designating a date upon which such termination shall be effective.
11.9 TERMINATION ASSISTANCE. Commencing upon any notice of termination by
either party or expiration of the term of this Agreement pursuant to Section
2.2 hereof, ▇▇▇▇▇ Systems will provide to Client the termination assistance
reasonably requested by Client to allow the Services and Future Services to
continue without significant interruption or adverse effect and to facilitate
the orderly transfer of responsibility for the Services or Future Services to
Client or to a third party at Client's direction. Client will pay ▇▇▇▇▇
Systems for such assistance on a time and materials basis at ▇▇▇▇▇ Systems'
then-current commercial billing rate therefor or on any other mutually
acceptable basis. The termination assistance to be provided to Client by
▇▇▇▇▇ Systems will include the following:
(a) Continuing to perform, for up to 180 days from the termination date, any
or all of the Services or Future Services then being performed by ▇▇▇▇▇
Systems.
(b) Developing, with the assistance of Client, a plan for the transition of
services from ▇▇▇▇▇ Systems to Client or third party nominated by Client.
(c) Providing training for personnel of Client in the performance of the
services then being transitioned to Client.
(d) Making available to Client, pursuant to mutually acceptable terms and
conditions, any equipment owned or leased by ▇▇▇▇▇ Systems that is then
dedicated solely to the performance of the Services or Future Services subject
to the terms of any applicable lease. Client may purchase any such equipment
owned by ▇▇▇▇▇ Systems at ▇▇▇▇▇ Systems' then current book value and, subject
to the terms of the applicable lease, may assume ▇▇▇▇▇ Systems' rights and
obligations with respect to any such equipment leased by ▇▇▇▇▇ Systems.
(e) Making available to Client, pursuant to mutually acceptable terms and
conditions, any third party services then being used by ▇▇▇▇▇ Systems in the
performance of the Services. ▇▇▇▇▇ Systems will be entitled to retain the
right to use any such third party services as ▇▇▇▇▇ Systems may require in
connection with the performance of services for any other ▇▇▇▇▇ Systems
customer.
(f) Assisting any new service provider nominated by Client (provided that such
service provider executes a nondisclosure agreement reasonably acceptable to
▇▇▇▇▇ Systems) as follows:
(1) notify the new service provider of procedures to be followed in transition
of services from ▇▇▇▇▇ systems to the new service provider;
(2) reviewing all software libraries with the new service provider;
(3) explaining any applicable naming conventions used by ▇▇▇▇▇ Systems;
(4) generating tapes and computer listings for relevant source code for Client
Owned software or Client Licensed Software that are to be turned over to the
new service provider;
(5) Unloading Client's production databases and making available tapes thereof
with content listings to the new service provider staff;
(6) assisting with the loading of the databases at the new service provider;
(7) assisting with turn over of any carrier agreements, telecommunications
infrastructure and network links to the new service provider;
(8) enabling Client to acquire the Equipment for the book value of such
Equipment;
(9) assisting Client in making offers of employment to the Transitioned
Employees; and
(10) other assistance reasonably required to transition the Services and
Future Services to a new service provider.
Upon any termination of this Agreement, Client will pay ▇▇▇▇▇ Systems, on the
first day of each month and as a condition to ▇▇▇▇▇ Systems' obligation to
provide termination assistance to Client, an amount equal to ▇▇▇▇▇ Systems'
reasonable estimate of the total amount payable to ▇▇▇▇▇ Systems for such
termination assistance for that month. Should Termination occur as a result
of a breach by ▇▇▇▇▇ Systems, ▇▇▇▇▇ Systems shall immediately on transfer of
services from ▇▇▇▇▇ Systems to Client or Client's designated third party
service provider, repay or reimburse Client for any payments made by Client to
▇▇▇▇▇ Systems under this Section 11.9(f). For a reasonable period after Client
or a third party has assumed responsibility for the Services, ▇▇▇▇▇ Systems
will cooperate with Client or such third party to resolve any outstanding
issues that may arise during such period, and Client will pay ▇▇▇▇▇ Systems at
its then current commercial rates for such cooperation, which rates will not
be subject to repayment or reimbursement as provided in the preceding
sentence.
11.10 TRANSITION OF ▇▇▇▇▇ SYSTEMS PROPRIETARY SOFTWARE AND OTHER SYSTEM
SOFTWARE. Upon termination or expiration of this Agreement:
(a) With respect to the systems software proprietary to ▇▇▇▇▇ Systems and not
generally commercially available, ▇▇▇▇▇ Systems will either:
(1) grant Client, for use by Client or a third party service provider
rendering services to Client, a license to use such system software on
commercially reasonable terms, or
(2) at Client's option, recommend a commercially available substitute (if one
exists) to perform the same function. However, if a commercially available
substitute exists, then ▇▇▇▇▇ Systems may elect not to grant Client a license
to use the ▇▇▇▇▇ Systems' proprietary systems software, in which event ▇▇▇▇▇
Systems will, at its expense, perform and deliver to Client all conversions
necessary to enable Client or a third party service provider rendering
Services to Client to utilize such substitute in a manner that does not
prevent timely transition to Client or a third party service provider.
(b) With respect to generally commercially available systems software, if
▇▇▇▇▇ Systems has licensed or purchased and is using any such system software
solely for providing the Services or Future Services to Client at the date of
expiration or termination, and Client desires to use or have a third party
service provider use such system software, Client will reimburse ▇▇▇▇▇ Systems
for initial license or purchase charges for such systems software in an amount
equal to the remaining unamortized cost of such systems software, if
depreciated over a five year life, pay any transfer fee or charge imposed by
any applicable vendor, and assume all license and maintenance payments due
after the date of termination.
(c) With respect to generally commercially available systems software, if
▇▇▇▇▇ Systems has licensed or purchased and is using any such system software
for providing the Services or Future Services to Client and other ▇▇▇▇▇
Systems' customers in a shared environment at the date of expiration or
termination, ▇▇▇▇▇ Systems will assist Client in obtaining licenses for such
systems software subject to Client's payment of any license fee or charge
imposed by any applicable vendor.
(d) ▇▇▇▇▇ Systems will return to Client all copies of the Client Owned and
Licensed Systems identified in Schedule A which are in ▇▇▇▇▇ Systems'
possession.
ARTICLE 12
INDEMNITIES AND LIABILITY
-------------------------
12.1 CROSS INDEMNITY. Each party agrees to indemnify, defend, and hold
harmless the other party from and against all Losses arising from third-party
claims based on the negligence, gross negligence or willful misconduct of the
indemnifying party and arising out of (i) the death or bodily injury of any
person, or (ii) the damage, loss or destruction of any real or tangible
personal property of the indemnifying party.
12.2 INTELLECTUAL PROPERTY INDEMNITY.
(a) BY ▇▇▇▇▇ SYSTEMS. ▇▇▇▇▇ Systems shall, at its expense, defend any claim
brought against Client alleging that (1) PSC Work Product infringes a third
person's copyright or trade secret enforceable where the affected PSC Work
Product or Software was installed by ▇▇▇▇▇ Systems or was, to the knowledge of
▇▇▇▇▇ Systems as determined at the time of installation, to be used by, or for
the benefit of, Client, or (2) the method chosen and used by ▇▇▇▇▇ Systems in
its sole discretion to implement the Specifications or the Services or Future
Services infringes a third person's patent enforceable where the affected PSC
Work Product was installed by ▇▇▇▇▇ Systems or was, to the knowledge of ▇▇▇▇▇
Systems as determined at the time of installation, to be used by, or for the
benefit of, Client, and shall indemnify and hold Client harmless for all
Losses in connection with any such claims, provided that Client gives ▇▇▇▇▇
Systems (i) prompt notice of such claim, (ii) sole authority to defend or
settle the claim, and (iii) all necessary assistance and information to defend
or settle such claim.
(b) BY CLIENT.
(1) Client shall, at its expense, defend any claim brought against ▇▇▇▇▇
Systems alleging that ▇▇▇▇▇ Systems' use, in accordance with the terms of this
Agreement, of Third Party Intellectual Property owned by or licensed to Client
infringes a third person's copyright, trade secret or patent (except as may
have been caused solely and directly by a modification to the Third Party
Intellectual Property by ▇▇▇▇▇ Systems) enforceable where the affected Third
Party Intellectual Property is used by ▇▇▇▇▇ Systems, and shall indemnify and
hold ▇▇▇▇▇ Systems harmless for all Losses in connection with any such claim,
provided that ▇▇▇▇▇ Systems gives Client (i) prompt notice of such claim, (ii)
sole authority to defend or settle the claim, and (iii) all necessary
assistance and information to defend or settle such claim.
(2) Client shall, at its expense, defend any claim brought against ▇▇▇▇▇
Systems alleging that a process or system having the characteristics or
functionality of the Integrated System described in the Specifications that
is implemented or used by ▇▇▇▇▇ Systems or PSC Personnel infringes a third
person's patent, and shall indemnify and hold ▇▇▇▇▇ Systems harmless for all
Losses in connection with any such claim, provided that ▇▇▇▇▇ Systems gives
Client (i) prompt notice of such claim, (ii) sole authority to defend or
settle the claim, and (iii) all necessary assistance and information to defend
or settle such claim. This Section 12.2(b) does not apply to any claims
described in Section 12.2a)(2) and to PSC Work Product.
(c) MITIGATION. Upon receiving notice of an infringement claim, the
indemnifying party may, in its sole discretion, (1) modify the allegedly
infringing item to be non-infringing or (2) if, in the indemnifying party's
reasonable discretion, modification is not reasonably possible, obtain for the
indemnified party the right to continue to use the item in accordance with the
terms of this Agreement. If the indemnifying party elects to modify the
allegedly infringing item, (i) the indemnified party shall, without charge,
give the indemnifying party all assistance and information necessary to allow
the indemnifying party to make such modifications as promptly as practicable,
and (ii) all relevant inspection, test and acceptance criteria shall be
revised as appropriate to reflect such modifications.
(d) EXCLUSIONS. Notwithstanding the other provisions of this Section, the
indemnifying party shall have no liability to the indemnified party for any
claim of infringement based on the use or licensing of any portion of an
Integrated System modified by the indemnified party if the claim reasonably
relates to such modification.
12.3 LIMITATION OF LIABILITY. Except in connection with Section 12.2 or a
party's breach of Section 10.3, if either party ("Liable Party") becomes
liable to the other party ("Other Party") on account of the Liable Party's
performance or nonperformance of its obligations under this Agreement (except
for Client's payment obligations), whether arising by negligence, intended
conduct, or otherwise, the amount of damages recoverable against the Liable
Party for all events, acts and omissions will not exceed, in the aggregate, a
sum which is the total of the Base Charges and the Incremental charges for the
six month period prior to the date of breach. In no event shall either party
be liable for indirect, incidental, reliance, special, consequential or
punitive damages of any person, including third persons, arising out of or in
connection with this Agreement, even if such party has been advised of the
possibility of such damages in advance. Each party shall have a duty to
mitigate damages for which the other Party is responsible. No claim may be
asserted by either party against the other with respect to any event, act or
omission which occurred more than two years prior to the claim being asserted.
12.4 REMEDIES. During the Transition Period, the parties will complete
Schedule N specifying types of defaults in respect of ▇▇▇▇▇ Systems failing to
deliver to Client a Deliverable or failing to comply with Schedule C
(Performance Standards) and further specifying the remedies, if any, in
respect of each such default.
ARTICLE 13
WARRANTIES
----------
13.1 BY CUSTOMER. Client warrants that:
(a) It is a corporation duly incorporated, validly existing and in good
standing under the laws of Delaware;
(b) It has all the requisite corporate power and authority to execute, deliver
and perform its obligations under this Agreement;
(c) The execution, delivery and performance of this Agreement has been duly
authorized by Client; and
(d) No approval, authorization or consent of any governmental or regulatory
authority is required to be obtained or made by it in order for it to enter
into and perform its obligations under this Agreement.
13.2 BY ▇▇▇▇▇ SYSTEMS. ▇▇▇▇▇ Systems warrants that:
(a) It is a corporation duly incorporated, validly existing and in good
standing under the laws of Delaware;
(b) It has all the requisite corporate power and authority to execute, deliver
and perform its obligations under this Agreement;
(c) The execution, delivery and performance of this Agreement has been duly
authorized by ▇▇▇▇▇ Systems; and
(d) No approval, authorization or consent of any governmental or regulatory
authority is required to be obtained or made by it in order for it to enter
into and perform its obligations under this Agreement.
13.3 DISCLAIMER. Except as specified in this Article 13, neither ▇▇▇▇▇
Systems nor Client makes any other warranties in relation to the Services,
Future Services or the Integrated systems and each explicitly disclaims all
other warranties, express or implied, including the implied warranties of
merchantability and fitness for a specific purpose.
ARTICLE 14
MISCELLANEOUS
-------------
14.1 NO HIRE COMMITMENTS. During the term of this Agreement and for 12 months
thereafter, each party agrees that neither it nor any of its subsidiaries will
recruit or hire any person employed then or within the preceding 12 months by
the other party or any of its subsidiaries and who performed work in
connection with this Agreement without the prior consent of the other party;
provided, however, that this restriction will not apply to the initial
transfer of the Transitioned Employees from Client to ▇▇▇▇▇ Systems or,
following termination of this Agreement (except a termination for cause by
▇▇▇▇▇ Systems) the transfer of Transitioned Employees to Client from ▇▇▇▇▇
Systems.
14.2 NOTICES. All consents, notices, requests, demands, and other
communications to be given or delivered under or by reason of the provisions
of this Agreement will be in writing and will be deemed given when delivered
personally against receipt, on the next business day when sent by overnight
courier, and on the fifth business day after being mailed by certified mail,
return receipt requested, to each party at the following address (or to such
other address as that party may have specified by notice given to the other
pursuant to this provision):
If to ▇▇▇▇▇ Systems:
▇▇▇▇▇ Systems Corporation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: President
With a copy to:
▇▇▇▇▇ Systems Corporation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
If to Client:
Western Pacific Airlines Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: President
With a copy to:
Western Pacific Airlines Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
14.3 ASSIGNMENT. This Agreement and all of the provisions hereof will be
binding upon and inure to the benefit of each party and its respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder will be assigned by either party
without the prior written consent of the other.
14.4 SEVERABILITY. Whenever possible, each provision of this Agreement will
be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be deemed restated to
reflect the original intentions of the parties as nearly as possible in
accordance with applicable law, and, if capable of substantial performance,
the remaining provisions of this Agreement will be enforced as if this
Agreement was entered into without the invalid provision.
14.5 CAPTIONS. The captions used in this Agreement are for convenience of
reference only and do not constitute a part of this Agreement and will not be
deemed to limit, characterize or in any way affect any provision of this
Agreement, and all provisions of this Agreement will be enforced and construed
as if no caption had been used in this Agreement.
14.6 COUNTERPARTS. This Agreement may be executed in one or more counterparts
all of which taken together will constitute one and the same instrument.
14.7 RELATIONSHIP OF PARTIES. ▇▇▇▇▇ Systems, in furnishing services to Client
hereunder, is acting only as an independent contractor. Except as otherwise
provided herein, ▇▇▇▇▇ Systems does not undertake by this Agreement or
otherwise to perform any obligation of Client, whether regulatory or
contractual, or to assume any responsibility for Client's business or
operations, and ▇▇▇▇▇ Systems has the sole right and obligation to supervise,
manage, contract, direct, procure, perform or cause to be performed, all work
to be performed by ▇▇▇▇▇ Systems hereunder unless otherwise provided herein.
14.8 APPROVALS AND SIMILAR ACTIONS. Where agreement, approval, acceptance,
consent or similar action by either party is required by any provision of this
Agreement, such action will not be unreasonably delayed or withheld unless
otherwise expressly provided.
14.9 FORCE MAJEURE. If either party is prevented, hindered, or delayed in the
performance or observance of any of its obligations hereunder, except for
Client's payment obligations, by reason of any circumstance beyond its
reasonable control, that party will be excused from any further performance or
observance of the obligation(s) so affected for as long as such circumstances
prevail and that party continues to use all commercially reasonable efforts to
recommence performance whenever and to whatever extent possible without delay.
14.10 MODIFICATION; WAIVER. This Agreement may be modified only by a written
instrument duly executed by or on behalf of each party. No delay or omission
by either party to exercise any right or power hereunder will impair such
right or power or be construed to be a waiver thereof. A waiver by either
party of any of the obligations to be performed by the other or any breach
thereof will not be construed to be a waiver of any succeeding breach thereof
or of any other obligation herein contained.
14.11 NO THIRD PARTY BENEFICIARIES. The parties agree that this Agreement is
for the benefit of the parties hereto and is not intended to confer any rights
or benefits on any third party, including any employee of either party, and
that there are no third party beneficiaries to this Agreement or any part or
specific provision of this Agreement.
14.12 GOVERNING LAW. The laws of the State of Texas will govern all questions
concerning the construction, validity and interpretation of this Agreement and
the performance of the obligations imposed by this Agreement.
14.13 ENTIRE AGREEMENT. This Agreement, including any exhibits, schedules or
appendices hereto or thereto, constitutes the final, entire, and exclusive
agreement among the parties with respect to its subject matter.
14.14 PUBLICITY. Neither party shall use the other party's name or refer to
it directly or indirectly in any media release, public announcement or public
disclosure relating to this Agreement or its subject matter, including in any
promotional or marketing materials, customer lists or business presentations
without approval from the other party for each such use or release.
14.15 SURVIVAL. The terms of Sections 2.2(c), 4.5, 8.6, 9.1(a), 11.9, 11.10,
14.1 and 14.4, and Articles 6, 10, and 12 shall survive the expiration of this
Agreement or termination of this Agreement for any reason.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed and
delivered by their duly authorized representative as of the date first set
forth above.
▇▇▇▇▇ SYSTEMS CORPORATION WESTERN PACIFIC AIRLINES, INC.
------------------------- -----------------------------
SCHEDULE A
CLIENT SYSTEMS
--------------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997.
PART A: CLIENT-OWNED SYSTEMS
ACCOUNTING REPORTING - Revenue accounting application running on an HP9000
machine. On-line and batch processes. Import ReserVision (Informix) data into
Sybase via Access client.
CALL MANAGEMENT - Download call center data from AT&T phone switch for
analysis running on a Sun Sparc machine.
CARGO - Cargo tracking system running on HP9000. On-line and batch processes.
CRS INTERFACE(S) - Interface and reporting customization will be required to
support the coordination of inventory between ReserVision and Sabre.
FLIGHT INFORMATION DISPLAY SYSTEM (FIDS) - supports the display of departure
and arrival information at the Colorado Springs airport.
FREQUENT FLYER - Database which houses Client and promotional data on an
HP9000 machine. VB front end to ReserVision.
FLIGHT INFORMATION SYSTEM - Bridge application that supports the transfer of
information from the Flight Operations system to ReserVision.
FLIGHT OPERATIONS REPORTING SYSTEM - supports the front end of reporting for
Flight Operations
INTERNET WEB SERVER (▇▇▇.▇▇▇▇▇▇▇.▇▇▇) - Client's external web page with
airline history and flight scheduling information.
HELP DESK - Application creates trouble tickets and provides a status to all
trouble tickets.
MYSTERY FARES - Client special promotion to unknown destinations. Special
promotion within ReserVision.
PASS BUREAU - Employees' friends and families flight information database
running on HP9000. On-line and batch processes.
REMOTE DIAL-IN - Supports the remote, secure access to the Client network of
eight (8) concurrent users. Secureid card access available to approximately
80 users to date.
RESERVISION HISTORY - Archive of ReserVision data on an HP9000 machine.
VACATION PACKAGES - Appendage to the ReserVision system running on HP9000.
Incorporates a Visual Basic Client.
WEB INTRANET DATABASE SERVER - Application used by reservation agents to
obtain general, static information. (Common Gate departures and arrivals,
etc.)
PART B-1: LICENSED SYSTEMS TO BE TRANSFERRED
▇▇▇▇▇ Systems will use reasonable commercial efforts to negotiate, on behalf
of Client, the transfer of the following third-party software product licenses
to ▇▇▇▇▇ Systems. ▇▇▇▇▇ Systems will use reasonable commercial efforts to
minimize charges payable in connection with such transfers. Client will
reimburse ▇▇▇▇▇ Systems for all third party charges incurred by ▇▇▇▇▇ Systems
in connection with such transfers, provided that ▇▇▇▇▇ Systems will pay the
first $25,000 of such transfer charges.
VENDOR PRODUCT NAME MONTHLY LEASE PAYMENT MONTHLY MAINTENANCE PAYMENT TRANSFER FEE
----------------------- ----------------------------------- --------------------- --------------------------- ------------
SBS International of Crew Planning System (SCS Pair & SBS $ 5,000.00 Prior Written
New York, Inc Lines) Consent
Tuxedo support covered in master
SBS Lease
Crew Management System (SBS Maestro) prior written
consent
Jeppesen ▇▇▇▇▇▇▇▇▇, Inc NavData $ 2,800.00 prior written
consent
US LAN Systems Corp USL Financials $ 500.00 prior written
consent
Airline Software, Inc. Airline Resource Management System $ 75.00 prior written
(ARMS) consent
Citrix Winframe $ 500.00
Cabletron Cabletron Spectrum Element Manager $ 62.50
AAMG inc Airsoft $ 6,250.00 prior written
consent
Microsoft Corporation Server family (NT srvr, client,
exchange server/client)
Windows family $ 3,333.33 prior written
consent
Office family prior written
consent
THIS LICENSE AGREEMENT IS CURRENTLY IN A SEVEN (7) YEAR TERM WITH ANNUAL INCREASES IN MAINTENANCE COSTS
PART B-2: LICENSED SYSTEMS TO BE RETAINED
Client will remain the licensee for the following third-party software product
licenses and will authorize ▇▇▇▇▇ Systems to use such products on Client's
behalf. ClientPerot Systems will, on behalf of Client, administer the license
and maintenance agreements relating to these products, which administration
will include the payment of license and maintenance fees. Client will
reimburse ▇▇▇▇▇ Systems for all license and maintenance fees incurred in
connection with these products.
MONTHLY MONTHLY
VENDOR PRODUCT NAME LEASE PAYMENT MAINT. PAYMENT
--------------------- ----------------------- ------------- --------------
CISCO CiscoWorks $ 166.67
Northwest Aero
Associates, Inc. The Galaxy System (TGS) $ 350.00
Sterling Software CONNECT: Tracs for MS- $ 20.83
DOS (BSC)
Official Airline Guides OAG FlightDisk $ 130.25
Intersolv ODBC drivers
US LAN Accounting FRX
Ceridian Ceridian
Weather for Windows
Hewlett-Packard Magneto test
(optical drives)
General software house Crystal Reports
Pyramid PSNAP (E) $ 9,455.00
PYRDC
PMONITOR
SABRE Decision SABRE QIK
Technologies
Sybase, Inc. Sybase SQL Server $ 500.00
Open Client/D Dev Kit
SQL Server Monitor Server
SQL Server Monitor Client
SQL Monitor Bundle
Informix Informix Online Dynamic Finance Lease $ 5,322.92
Server Runtime (B) ▇▇. ▇▇▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇ (▇) Finance lease $ 6,063.75
No. 41196-002
Novell Netware F/S
Performix, Inc. Empower $ 700.00
TCS Management
Group, Inc Telecenter System $ 731.25
Restek Ltd. ReserVision $ 5,000.00
Boarding Control
(B), (D) THESE LICENSE AGREEMENTS ARE CURRENTLY FINANCED AND WILL RESULT NOT
ONLY IN MAINTENANCE EXPENSES BUT ALSO IN THE FULFILLING OF THE OBLIGATION OF
THE FINANCED PURCHASE. CONTRACT WILL REQUIRE THE PAYMENT OF SMALL MONTHLY
PAYMENTS FOLLOWED BY LARGE MONTHLY BALLOON PAYMENTS THROUGHOUT 1997.
(E) THESE PRODUCTS WERE PURCHASED AND THEIR MAINTENANCE AND SUPPORT ARE COVERED
UNDER THE PYRAMID LEASE CONTRACT.
SCHEDULE B
EQUIPMENT
----------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997.
Part 1: Class B Equipment. The following list sets forth the Class B
Equipment. Client will authorize ▇▇▇▇▇ Systems to use such products on
Client's behalf. ▇▇▇▇▇ Systems will, on behalf of Client, administer the lease
and maintenance agreements relating to the Class B Equipment, provided that
Client shall pay all lease and maintenance fees associated with the Class B
Equipment.
LESSOR, MASTER LEASE NUMBER, SCHEDULE NUMBER, SUMMARY DESCRIPTION
-----------------------------------------------------------------
AT&T Credit Corporation W314804 00010 Definity Switch G3I
AT&T Credit Corporation W314804 00030 Definity Switch G3R upgrade
Technology Credit Corp (CISCO Systems) 7137 1 4500 and 2500 routers
Technology Credit Corp (CISCO Systems) 7137 3 2500 routers
Technology Credit Corp (CISCO Systems) 7137 4 2500 routers
Technology Credit Corp (CISCO Systems) 7137 5 2500 routers
Technology Credit Corp (CISCO Systems) 7137 6 2500 routers
Hewlett-Packard 4124 01733(A) H-50 Class Fileserver
Hewlett-Packard 4124 01733(B) SCSI Disk Drives and memory
Hewlett-Packard 4124 01733(C) SCSI Disk Drives and cabinetry
Hewlett-Packard 4124 1734 E-35 and H-60 Class systems
Hewlett-Packard 4124 01876 Ethernet Advisor (diag test)
CCA Financial/Nelco, Ltd. 02706 01 125 Personal Computers
CCA Financial/Nelco, Ltd. 02706 02 100 Personal Computers
CCA Financial/Nelco, Ltd. 02706 03 & 04 PC Workstations and laptops
CCA Financial/Nelco, Ltd. 02706 05 & 06 PC Workstations and laptops
Forum Financial Group 2770 01 100 Personal Computers & 50+ Printers
Forum Financial Group 2770 02 82 Personal Computers
Forum Financial Group 2770 03 5 Personal Computers
Forum Financial Group 2770 04 20 Personal Computers
Forum Financial Group 2770 05 15 Personal Computers
Forum Financial Group 2770 06 33 Personal Computers
Forum Financial Group 2770 07 26 Personal Computers
LESSOR MASTER LEASE NUMBER SCHEDULE NUMBER SUMMARY DESCRIPTION
AT&T Credit Corporation W314804 00010 Definity Switch G3I
AT&T Credit Corporation W314804 00030 Definity Switch G3R upgrade
Technology Credit Corp (CISCO Systems) 7137 1 4500 and 2500 routers
Technology Credit Corp (CISCO Systems) 7137 3 2500 routers
Technology Credit Corp (CISCO Systems) 7137 4 2500 routers
Technology Credit Corp (CISCO Systems) 7137 5 2500 routers
Technology Credit Corp (CISCO Systems) 7137 6 2500 routers
Hewlett-Packard 4124 01733(A) H-50 Class Fileserver
Hewlett-Packard 4124 01733(B) SCSI Disk Drives and memory
Hewlett-Packard 4124 01733(C) SCSI Disk Drives and cabinetry
Hewlett-Packard 4124 1734 E-35 and H-60 Class systems
Hewlett-Packard 4124 01876 Ethernet Advisor (diag test)
CCA Financial/Nelco, Ltd. 02706 01 125 Personal Computers
CCA Financial/Nelco, Ltd. 02706 02 100 Personal Computers
CCA Financial/Nelco, Ltd. 02706 03 & 04 PC Workstations and laptops
CCA Financial/Nelco, Ltd. 02706 05 & 06 PC Workstations and laptops
Forum Financial Group 2770 01 100 Personal Computers & 50+ Printers
Forum Financial Group 2770 02 82 Personal Computers
Forum Financial Group 2770 03 5 Personal Computers
Forum Financial Group 2770 04 20 Personal Computers
Forum Financial Group 2770 05 15 Personal Computers
Forum Financial Group 2770 06 33 Personal Computers
Forum Financial Group 2770 07 26 Personal Computers
Siemens Credit Corp. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ 2 Nile 150 Fileservers
Siemens Credit Corp. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ Disk upgrade for Nile fileservers
Racal-Datacom 87591 Telecommunications hubs
Leasetec Corporation 5296 00 HP Netserver 5/133
Leasetec Corporation 5296 01 AS400 Model 200
Leasetec Corporation 5296 02 & 03 2 HP D250 & 2 HP K420
MicroTech Leasing (Varilease) 10777 01 Personal Computers
COMDISCO 01-SL77192 0001 25 IBM thinkpads
COMDISCO 01-SL77192 0002 upgrades for Netserver 5/133
COMDISCO 01-SL77192 0003 41 Personal Computers
Part 2: Class A Equipment. The following list sets forth the Class A
Equipment to be transferred to ▇▇▇▇▇ Systems. The net book value set forth
below is estimated as of February 1997, and will be adjusted as soon as
practicable after the Effective Date.
SYS ASSET IN-SVC DEP REM UNADJ SALVAGE THRU CURRENT NET PCT
NO, NO,DESCRIPTION, DATE, METH,LIFE,BASIS, VALUE, DATE,ACCUM DEP,BK VAL,DEP
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153 252 ▇▇▇▇▇▇ ▇▇▇ 8/28/94 SLMM 2 6 21,845.41 0 Feb-97 10,922.70 0 10,922.71 50
156 255 (7) CELL P 10/25/94 SLMM 00 08 1,480.76 0 Feb-97 1,192.84 0 287.92 80.6
157 256 T1 ESF CSU 11/18/94 SLMM 00 09 1,869.73 0 Feb-97 1,454.22 0 415.51 77.8
159 258 406CS/LS M 11/18/94 SLMM 00 09 6,952.00 0 Feb-97 5,213.99 0 1,738.01 75
162 261 MERLIN LED 11/28/94 SLMM 00 09 2,742.57 0 Feb-97 2,056.92 0 685.65 75
161 260 EQUIPMENT 12/1/94 SLMM 00 09 1,280.89 0 Feb-97 960.66 0 320.23 75
163 262 PBX ENGINE 12/10/94 SLMM 00 09 236.50 0 Feb-97 177.36 0 59.14 75
164 263 800 NATION 12/13/94 SLMM 00 09 1,734.68 0 Feb-97 1,301.02 0 433.66 75
165 264 ACD 10MB P 2/1/95 SLMM 00 11 938.59 0 Feb-97 651.79 0 286.80 69.4
166 265 (2) KENTRO 2/1/95 SLMM 00 11 8,760.10 0 Feb-97 6,083.40 0 2,676.70 69.4
168 267 SYSTEM 75 3/1/95 SLMM 01 00 4,180.20 0 Feb-97 2,786.80 0 1,393.40 66.7
169 268 CABLING MA 3/1/95 SLMM 01 00 2,769.12 0 Feb-97 1,846.08 0 923.04 66.7
167 266 EVEREST EL 3/1/95 SLMM 01 00 6,853.12 0 Feb-97 4,568.74 0 2,284.38 66.7
661 759 (3) TPXMIM 6/1/95 SLMM 01 03 13,959.33 0 Feb-97 8,142.94 0 5,816.39 58.3
662 ▇▇▇ ▇▇▇▇-▇▇ ▇▇ 6/1/95 SLMM 01 03 2,407.11 0 Feb-97 1,404.14 0 1,002.97 58.3
663 761 (2) ENET M 6/1/95 SLMM 1 3 30,601.24 0 Feb-97 17,850.71 0 12,750.53 58.3
664 762 (6) ▇▇▇▇▇- ▇/▇/▇▇ ▇▇▇▇ ▇▇ ▇▇ 3,306.54 0 Feb-97 1,928.81 0 1,377.73 58.3
665 763 ▇▇▇-▇▇ ▇/▇/▇▇ ▇▇▇▇ ▇▇ ▇▇ 1,332.31 0 Feb-97 777.17 0 555.14 58.3
666 764 S75 IN746B 6/1/95 SLMM 01 03 2,630.62 0 Feb-97 1,534.52 0 1,096.10 58.3
736 834 PATCH PANE 7/1/95 SLMM 01 04 1,992.84 0 Feb-97 1,107.13 0 885.71 55.6
863 961 50-SUPRA H 7/1/95 SLMM 01 04 4,221.65 0 Feb-97 2,345.36 0 1,876.29 55.6
881 979 U-A T & T 7/1/95 SLMM 01 04 118.00 0 Feb-97 65.55 0 52.45 55.6
882 980 U-A T T 7/1/95 SLMM 01 04 365.31 0 Feb-97 202.95 0 162.36 55.6
785 883 DSX-DR19 A 8/1/95 SLMM 01 05 1,407.27 0 Feb-97 742.73 0 664.54 52.8
786 884 A4-7030-GB 8/1/95 SLMM 01 05 1,147.07 0 Feb-97 605.40 0 541.67 52.8
848 946 LASER JET 7/1/95 SLMM 01 04 1,731.60 0 Feb-97 962.00 0 769.60 55.6
872 970 2-M8417 TE 8/1/95 SLMM 01 05 369.10 0 Feb-97 194.79 0 174.31 52.8
873 971 4-M8417 TE 8/1/95 SLMM 01 05 738.20 0 Feb-97 389.61 0 348.59 52.8
880 978 100-SUPRA 8/1/95 SLMM 01 05 7,121.40 0 Feb-97 3,758.51 0 3,362.89 52.8
937 1035 120-SUPRA 9/1/95 SLMM 01 06 8,267.99 0 Feb-97 4,134.00 0 4,133.99 50
938 1036 (4) ▇▇▇▇▇▇ 9/1/95 SLMM 01 06 1,123.30 0 Feb-97 561.64 0 561.66 50
939 1037 (5) PANASO 9/1/95 SLMM 01 06 1,188.73 0 Feb-97 594.36 0 594.37 50
940 1038 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
941 1039 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
942 1040 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
943 1041 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
944 1042 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
945 1043 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
946 1044 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
947 1045 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
948 1046 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
949 1046 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
950 1047 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
951 1048 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
952 1049 PORTABLE R 9/1/95 SLMM 01 06 617.09 0 Feb-97 308.55 0 308.54 50
953 1050 PORTABLE R 9/1/95 SLMM 01 06 617.11 0 Feb-97 308.55 0 308.56 50
954 1051 DSI TRUNK 9/1/95 SLMM 01 06 2,759.45 0 Feb-97 1,379.73 0 1,379.72 50
955 1052 TN754B ▇▇▇ ▇/▇/▇▇ ▇▇▇▇ ▇▇ ▇▇ 1,394.59 0 Feb-97 697.29 0 697.30 50
956 1053 DSI TRUNK 9/1/95 SLMM 01 06 2,755.25 0 Feb-97 1,377.63 0 1,377.62 50
957 1054 PATCH PANE 9/1/95 SLMM 01 06 2,122.83 0 Feb-97 1,061.41 0 1,061.42 50
958 1055 (3) ▇▇▇ ▇▇ ▇/▇/▇▇ ▇▇▇▇ ▇▇ ▇▇ 8,025.00 0 Feb-97 4,012.50 0 4,012.50 50
959 1056 DSI TRUNK 9/1/95 SLMM 01 06 2,675.00 0 Feb-97 1,337.50 0 1,337.50 50
960 1057 (10) DIGIT 9/1/95 SLMM 01 06 13,250.00 0 Feb-97 6,625.00 0 6,625.00 50
961 1058 (84) DEFIN 9/1/95 SLMM 01 06 55,440.00 0 Feb-97 27,720.00 0 27,720 50
▇▇▇ ▇▇▇▇ TELEPHONE 9/1/95 SLMM 01 06 2,775.70 0 Feb-97 1,387.84 0 1,387.86 50
1266 1366 116-P10 BA 10/1/95 SLMM 1 7 7,989.50 0 Feb-97 3,772.82 0 4,216.68 47.2
▇▇▇▇ ▇▇▇▇ TELEPHONE 10/1/95 SLMM 1 7 30,299 0 Feb-97 14,307.86 0 15,991.14 47.2
1268 1368 5-7406 DIG 10/1/95 SLMM 01 07 4,738 0 Feb-97 2,237.38 0 2,500.62 47.2
1517 1616 DS3 EQUIPM 10/12/95 SLMM 1 7 11,511.70 0 Feb-97 5,436.07 0 6,075.63 47
1769 1868 TELEPORT 11/13/95 SLMM 1 8 14,229.97 0 Feb-97 6,324.42 0 7,905.55 44.4
▇▇▇▇ ▇▇▇▇ FAX SERV 11/30/95 SLMM 1 9 24,271.75 0 Feb-97 10,113 0 14,158.51 41.7
2192 2291 3-PORTABLE 12/14/95 SLMM 03 09 1,891.00 0 Feb-97 472.75 0 1,418.25 25
2355 2454 21-PANASON 1/4/96 SLMM 03 10 1,751.92 0 Feb-97 408.77 0 1,343.15 23.3
2194 2293 RADIOS 1/15/96 SLMM 03 10 2,131.00 0 Feb-97 497.23 0 1,633.77 23.3
▇▇▇▇ ▇▇▇▇ TELEPHONE 1/18/96 SLMM 01 11 15,954 0 Feb-97 5,761.16 0 10,192.84 36.1
2374 2473 MICROTECH 2/15/96 SLMM 03 11 1,214 0 Feb-97 263.03 0 950.97 21.7
2548 2647 3-HEADSETS 4/16/96 SLMM 04 02 390.68 0 Feb-97 65.11 0 325.57 16.7
2626 2725 6-KENTROX 4/22/96 SLMM 4 2 9,733.11 0 Feb-97 1,622.18 0 8,110.93 16.7
2628 2727 150-SUPPOR 4/22/96 SLMM 04 02 10,517 0 Feb-97 1,752.83 0 8,764.17 16.7
2625 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 4/23/96 SLMM 04 02 6,240.00 0 Feb-97 1,040.00 0 5,200 16.7
2627 2726 4-PBX CARD 4/23/96 SLMM 4 2 13,116.75 0 Feb-97 2,186.12 0 10,930.63 16
2936 3034 CISCO ROUT 5/1/96 SLMM 00 02 31,117 0 Feb-97 25,930.83 0 5,186.17 83.3
2984 3082 5-SP50'S & 7/2/96 SLMM 04 04 3,684.80 0 Feb-97 491.30 0 3,193.50 13.3
2887 2985 DESK TRAC 7/25/96 SLMM 04 05 2,071.68 0 Feb-97 241.69 0 1,829.99 11.7
3053 3151 TELECONFER 8/16/96 SLMM 04 06 832.00 0 Feb-97 83.20 0 748.80 10
3052 3150 TELECONFER 8/29/96 SLMM 04 06 5,359.43 0 Feb-97 535.94 0 4,823.49 10
2985 3083 ELECTRICAL 9/15/96 SLMM 04 06 3,470.48 0 Feb-97 347.05 0 3,123.43 10
3051 3149 MICROHUBS 9/18/96 SLMM 02 07 301.85 0 Feb-97 41.93 0 259.92 13.9
3054 3152 WINFRAME 9/27/96 SLMM 4 7 28,550.58 0 Feb-97 2,379.21 0 26,171.37 8.3
3144 3240 4-SP50'S 1 11/6/96 SLMM 04 08 2,199.84 0 Feb-97 146.65 0 2,053.19 6.7
3145 3241 DESKTRAC A 11/19/96 SLMM 04 09 2,212.20 0 Feb-97 110.62 0 2,101.58 5
3195 3291 TELEPHONES 12/18/96 SLMM 04 10 6,668.67 0 Feb-97 222.28 0 6,446.39 3.3
▇▇▇▇ ▇▇▇▇ TELEPHONE 1/1/97 SLMM 04 10 5,239.23 0 Feb-97 174.64 0 5,064.59 3.3
3262 3358 UPGRADE KI 1/1/97 SLMM 04 10 1,996.00 0 Feb-97 66.53 0 1,929.47 3.3
858 956 MICROTEST 6/1/95 SLMM 01 03 3,401.85 0 Feb-97 1,984.41 0 1,417.44 58.3
668 766 (49) LANTR 6/1/95 SLMM 01 03 13,708.24 0 Feb-97 7,996.46 0 5,711.78 58.3
2353 2452 HP ▇▇▇▇ ▇▇ 12/19/95 SLMM 01 10 14,383 0 Feb-97 5,593.21 0 8,789 38.9
2326 2425 NETWORK 1/17/96 SLMM 01 11 18,356 0 Feb-97 6,628.52 0 11,727.38 36.1
2703 2802 COMPUTER A 5/10/96 SLMM 02 02 1,459.69 0 Feb-97 405.47 0 1,054.22 27.8
2786 2885 ROUTER 6/3/96 SLMM 02 03 4,997.22 0 Feb-97 1,249.30 0 3,747.92 25
249 347 (3) COM LI 12/1/94 SLMM 00 09 1,710.00 0 Feb-97 1,377.50 0 332.50 80.6
250 348 (3) COM LI 12/1/94 SLMM 00 09 78.00 0 Feb-97 62.83 0 15.17 80.6
251 349 MERIDIAN D 12/1/94 SLMM 2 2 6,161.03 0 Sep-95 1,882.54 0 4,278.49 30.6
252 350 AMER POWER 12/1/94 SLMM 00 09 350.79 0 Feb-97 282.57 0 68.22 80.6
253 351 INTEL NET 12/1/94 SLMM 00 09 292.33 0 Feb-97 235.48 0 56.85 80.6
254 352 HP NET SER 12/1/94 SLMM 00 09 7,410.26 0 Feb-97 5,763.54 0 1,646.72 77.8
257 355 ADDED CAPA 12/1/94 SLMM 00 09 2,099.90 0 Feb-97 1,633.26 0 466.64 77.8
260 358 "(2) 78""X24" 12/1/94 SLMM 00 09 3,188.35 0 Feb-97 2,391.26 0 797.09 75
261 359 LAN ENGINE 12/10/94 SLMM 00 09 3,742.26 0 Feb-97 2,806.69 0 935.57 75
263 361 OFFICE AUT 12/1/94 SLMM 00 09 3,569.47 0 Feb-97 2,681.89 0 887.58 75.1
264 362 LAN/WAN 10 3/1/95 SLMM 01 00 2,153.42 0 Feb-97 1,435.61 0 717.81 66.7
864 962 ALTERNATIV 7/1/95 SLMM 01 04 938.13 0 Feb-97 521.18 0 416.95 55.6
963 1060 ENET MANAG 9/1/95 SLMM 01 06 6,518.6 0 Feb-97 3,259.30 0 3,259.30 50
964 1061 ENET MANAG 9/1/95 SLMM 01 06 6,518.62 0 Feb-97 3,259.30 0 3,259.32 50
2787 2886 LAN EQUIPM 5/31/96 SLMM 2 3 21,237 0 Feb-97 5,309.26 0 15,927.79 25
171 269 HP LASERJE 09/13/94 SLMM 0 7 3099.45 0 01/97 2496.77 0 602.68 80.6
172 270 HP LASERJE 09/13/94 SLMM 0 7 1487.69 0 01/97 1198.42 0.00 289.27 80.6
176 274 (1) 15" MA 10/03/94 ▇▇▇▇ ▇ ▇ ▇▇▇ ▇ 01/97 232.56 0.00 66.44 77.8
000173 271(3) HP JET 10/07/94 SLMM 0 8 921.62 0 01/97 716.82 0 204.80 77.8
000178 276 HP ETHERTW 10/07/94 SLMM 0 8 100.99 0.00 1/97 78.54 0 22.45 77.8
000179 277(4) EHTERT 10/17/94 SLMM 0 9 460.00 0.00 1/97 357.76 0 102.24 77.8
000180 278 10 BASE T 10/17/94 SLMM 00 09 245.00 0 1/97 190.56 0 54.44 77.8
000182 280 TOSHIBA PO 10/25/94 SLMM 0 9 2812.10 0.00 01/97 2109.07 0 703.03 75
000184 282 3COM ETHER 10/25/94 SLMM 0 9 211.25 0 1/97 158.44 0 52.81 75.0
000185 283 HP SCANJET 10/28/94 SLMM 0 9 246.97 0 1/97 192.08 0 54.89 77.8
000189 287 (12) 14.4 11/01/94 SLMM 0 9 3180.13 0 1/97 2385.08 0.00 795.05 75.0
000190 288 (12) NI-MH 11/01/94 SLMM 0 9 1267.29 0 1/97 950.46 0.00 316.83 75.0
000191 289 HP LASERJE 11/08/94 SLMM 0 9 1023.64 0 1/97 767.72 0.00 255.92 75.0
000186 282(2) HP LASE 11/11/94 SLMM 0 9 3186.92 0 1/97 2301.67 0 885.25 72.2
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇ 11/14/94 SLMM 0 9 357.21 0 1/97 257.98 0.00 99.23 72.2
000196 294 12 PORT TP 11/14/94 SLMM 0 9 818.25 0 1/97 590.95 0.00 227.30 72.2
000193 291 CLAMPS,CAB 11/17/94 SLMM 0 10 710.91 0 1/97 513.43 0.00 197.48 72.2
000197 295 12 MOUNTIN 11/17/94 SLMM 00 10 24.32 0 1/97 17.57 0 6.75 72.2
000198 296 IMO SINGLE 11/17/94 SLMM 00 10 94.38 0 1/97 68.16 0 26.22 72.2
000199 297 50 IMO BAS 11/17/94 SLMM 00 10 81.69 0.00 01/97 58.99 0 22.70 72.2
000200 298 4000 CMP L 11/17/94 SLMM 00 10 340.16 0 1/97 245.67 0 94.49 72.2
000201 299 (23) MLX 1 11/17/94 SLMM 00 10 9936 0 1/97 7176.19 0 2760.07 72.2
000202 300 5 PORT ▇▇▇ 11/17/94 SLMM 00 10 1049.67 0 1/97 758.08 0 291.59 72.2
000213 311 (74) 25PR 01/01/95 SLMM 00 11 2109 0 1/97 1464.60 0 644.44 69.4
000217 315 21" COLOR 1/01/95 SLMM 00 11 1805.00 0 1/97 1253.47 0 551.53 69.4
000220 318 HP LASERJE 02/01/95 SLMM 01 00 2912 0 1/97 1941.84 0 970.92 66.7
000204 302 2 ANTI STA 12/07/94 SLMM 00 10 382.57 0 1/97 276.29 0 106.28 72.2
000208 306 24 PORT TP 12/07/94 SLMM 00 10 15070 0 1/97 10884.16 0 4186.23 72.2
000194 292 MEMORY & P 12/09/94 SLMM 00 10 924.81 0 1/97 667.91 0 256.90 72.2
000205 303 CABLE & PL 12/10/94 SLMM 00 10 975.25 0 1/97 704.34 0 270.91 72.2
000236 334 (4) CISCO 3/01/95 SLMM 01 01 1474.20 0 1/97 941.85 0 532.35 63.9
000215 313 HP LASERJE 1/01/95 SLMM 00 11 4441.75 0 1/97 3084.54 0 1357.21 69.4
000218 316 3 X 8 MB S 1/01/95 SLMM 00 11 1258.62 0 1/97 874.04 0 384.58 69.4
000221 319 LORAN DC P 1/26/95 SLMM 01 00 11712 0 1/97 7807.83 0 3903.93 66.7
000222 320 BATTERY RA 2/01/95 SLMM 01 00 1554.63 0 1/97 1036.42 0 518.21 66.7
000228 326 HP LASERJE 2/01/95 SLMM 01 00 6938.88 0 1/97 4625.91 0 2312.97 66.7
000230 328(2) 8MB, 3 3/01/95 SLMM 01 01 738.40 0 1/97 471.75 0 266.65 63.9
000232 330 (75) FELLO 2/01/95 SLMM 01 00 1891.50 0 1/97 1261.00 0 630.50 66.7
000233 331 (125) FELL 3/01/95 SLMM 01 01 3152.50 0 1/97 2014.09 0 1138.41 63.9
000234 332 NOVELL GUI 2/01/95 SLMM 01 00 72.74 0 1/97 48.50 0 24.24 66.7
000226 324 (2)8MB RA 2/01/95 SLMM 01 00 2413.03 0 1/97 1608.68 0 804.35 66.7
000239 337 (9)KENTRO 3/01/95 SLMM 1 1 19987.15 0 1/97 12769.56 0 7217.59 63.9
000242 340 KENTROX DA 3/01/95 SLMM 1 1 13538.07 0 1/97 8649.32 0 4888.75 63.9
000244 342 HP SCANJET 3/01/95 SLMM 1 1 664.56 0 1/97 424.58 0 239.98 63.9
001824 1923 TRAMCO-COM 4/01/95 SLMM 1 2 38337 0 1/97 23428.14 0 14908.82 61.1
000568 666 3M 500CT R 5/01/95 SLMM 1 3 10280 0 1/97 599.67 0.00 428.33 58.3
000569 667 3M 500CT R 05/01/95 SLMM 1 3 1028.00 0 1/97 599.67 0 428.33 58.3
000467 565 MAGTRON PE 05/01/95 SLMM 2 7 3326.12 0 9/95 461.97 0 2864.15 13.9
000494 592 2147 MB HA 5/01/95 SLMM 01 03 1256.90 0 1/97 733.19 0 523.71 58.3
000495 593 (25) SURGE 5/01/95 SLMM 01 03 364.00 0 1/97 212.33 0 151.67 58.3
000567 665 ICCI FIDS2 5/01/95 SLMM 1 3 3710.00 0 1/97 2164.17 0 1545.83 58.3
000460 558 3.2 NIPPON 5/01/95 SLMM 1 3 1170.00 0 1/97 682.50 0 487.50 58.3
000461 559 3.2" NIPPO 5/01/95 SLMM 1 3 1170.00 0.00 1/97 682.50 0 487.50 58.3
000462 560 LASERJET 4 5/01/95 SLMM 1 3 4263.98 0 1/97 2487.32 0 1776.66 58.3
000463 561 LASERJET 4 5/01/95 SLMM 1 3 4263.98 0 1/97 2487.32 0 1776.66 58.3
000464 562 LASERJET 4 5/01/95 SLMM 1 3 1731.60 0.00 1/97 1010.10 0 721.50 58.3
000465 563 LASERJET P 5/01/95 SLMM 1 3 1731.60 0.00 1/97 1010.10 0 721.50 58.3
000466 564 LASERJET 4 5/01/95 SLMM 1 3 5094.96 0.00 1/97 2972.05 0 2122.91 58.3
000468 566 (75) MEMO 5/01/95 SLMM 2 7 15570.00 0 9/95 2162.50 0.00 13407.50 13.9
000496 594 TPXMIM 34 5/01/95 SLMM 1 3 4646.78 0 1/97 2710.62 0.00 1936.16 58.3
000497 595 TPXMIM 34 5/01/95 SLMM 1 3 4646.78 0 1/97 2710.62 0.00 1936.16 58.3
000498 596 TPXMIM 34 5/01/95 SLMM 1 3 4646.78 0 1/97 2710.62 0.00 1936.16 58.3
000499 597 TPXMIM 34 5/01/95 SLMM 1 3 4646.78 0 1/97 2710.62 0.00 1936.16 58.3
000500 598 TPXMIM 34 5/01/95 SLMM 1 3 4646.78 0 1/97 2710.62 0.00 1936.16 58.3
000501 599 TPXMIM 34 5/01/95 SLMM 1 3 4646.78 0 1/97 2710.62 0.00 1936.16 58.3
000502 600 TPXMIM 34 5/01/95 SLMM 1 3 4646.78 0 1/97 2710.62 0.00 1936.16 58.3
000503 601 TPXMIM 34 5/01/95 SLMM 1 3 4646.79 0 1/97 2710.62 0.00 1936.1 58.3
000504 ▇▇▇ ▇▇▇▇-▇▇ ▇▇ 5/01/95 SLMM 1 3 3084.85 0 1/97 1799.49 0.00 1285.4 58.3
000505 603 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000506 604 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000507 605 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000508 606 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000509 607 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000510 608 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000511 609 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000512 610 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000513 611 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000514 612 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000515 613 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000516 614 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000517 615 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000518 616 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000519 617 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000520 618 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000521 619 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000522 620 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000523 621 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000524 622 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000525 623 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000526 624 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000527 625 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000528 626 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000529 627 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000530 628 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000531 629 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000532 630 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000533 631 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000534 632 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000535 633 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000536 634 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000537 635 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000538 636 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000539 637 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000540 638 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000541 639 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000542 640 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000543 641 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000544 642 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000545 643 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000546 644 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000547 645 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000548 646 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000549 647 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000550 648 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000551 649 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000552 650 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000553 651 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000554 652 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000555 653 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000556 654 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000557 655 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000558 656 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000559 657 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000560 658 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000561 659 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000562 660 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000563 661 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000564 662 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000565 663 TELLURE AR 5/01/95 SLMM 1 3 297.83 0 1/97 173.74 0.00 124.09 58.3
000566 664 TELLURE AR 5/01/95 SLMM 1 3 298.15 0 1/97 173.92 0.00 124.23 58.3
000570 668 P36HV 36KV 5/01/95 SLMM 1 3 27027 0 1/97 15765.73 0 11261.25 58.3
000648 746 SURESTOR 6 6/01/95 SLMM 1 4 3131.20 0 1/97 1740 0.00 1391.65 55.6
000654 752 (14) TPXMI 6/01/95 SLMM 1 4 62930.00 0 1/97 34961 0.00 27969 55.6
000655 753 ACCESSORIE 6/01/95 SLMM 1 4 12812.55 0 1/97 7118 0.00 5694.47 55.6
000656 754 (28) CABLE 6/01/95 SLMM 1 4 1199.12 0 1/97 666.17 0.00 532.95 55.6
000657 755 ENET MANAG 6/01/95 SLMM 1 4 6461.84 0 1/97 3589.91 0.00 2872 55.6
000658 756 ENET MANAG 6/01/95 SLMM 1 4 6461.84 0 1/97 3589.91 0.00 2872 55.6
000659 757 DTWU-0534 6/01/95 SLMM 1 4 8122.30 0 1/97 4512.38 0.00 3610 55.6
000660 758 DTWU-0534 6/01/95 SLMM 1 4 8797.05 0 1/97 4887.25 0.00 3910 55.6
000879 977 129-ARTICU 6/01/95 SLMM 1 4 7885.33 0 1/97 4380.73 0.00 3505 55.6
000727 825 S6400 MODE 7/01/95 SLMM 1 5 3383.69 0 1/97 1785.84 0.00 1598 52.8
000729 827 LASERJET 4 7/01/95 SLMM 1 5 1731.60 0 1/97 913.90 0.00 817.70 52.8
000730 828 LASERJET 4 7/01/95 SLMM 1 5 1999.20 0 1/97 1055.13 0.00 944.07 52.8
000731 82 MODULAR PL 7/01/95 SLMM 1 5 286.00 0 1/97 150.94 0.00 135.06 52.8
000870 968 LASERJET 4 8/01/95 SLMM 1 6 3719 0 1/97 1859.51 0.00 1859.53 50.0
000871 969 LASERJET 4 8/01/95 SLMM 1 6 3254.16 0 1/97 1627.08 0.00 1627 50.0
001830 1929 COMPUTER C 7/31/95 SLMM 1 6 3167.67 0 1/97 1583.84 0.00 1584 50.0
000924 1022 U-GLOBAL C 9/01/95 SLMM 1 7 206.41 0 1/97 97.47 0.00 108.94 47.2
000925 1023 U-GLOBAL C 9/01/95 SLMM 1 7 203.90 0 1/97 96.29 0.00 107.61 47.2
000926 1024 U-GLOBAL C 9/01/95 SLMM 1 7 31.10 0 1/97 14.69 0.00 16.41 47.2
000929 1027 100-ANTI G 9/01/95 SLMM 1 7 2522.00 0 1/97 1191 0.00 1331.06 47.2
000931 1029 3-LASERJET 9/01/95 SLMM 1 7 5194.80 0.00 1/97 2453 0.00 2742 47.2
000932 1030 8-PRINTERS 9/01/95 SLMM 1 7 4501 0 1/97 2125.53 0.00 2375.59 47.2
000933 1031 14-PRINTER 9/01/95 SLMM 1 7 3130.40 0 1/97 1478.24 0.00 1652 47.2
000934 1032 3-VIDEO DR 9/01/95 SLMM 1 7 3560.00 0 1/97 1681.11 0.00 1879 47.2
000936 1034 #63155 POR 9/01/95 SLMM 1 7 5819.50 0 1/97 2748 0.00 3071.41 47.2
001118 1218 712/60 CPU 8/31/95 SLMM 1 7 6185 0 1/97 2920.76 0.00 3264.38 47.2
001265 1365 48 PORT TE 10/01/95 SLMM 1 8 2745.60 0 1/97 1220.26 0.001525 44.4
001332 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 10/01/95 SLMM 1 8 209.95 0 1/97 93.31 0.00 116.64 44.4
001514 1613 9-OKIDATA 10/16/95 SLMM 1 9 2106.00 0 1/97 877.50 0.00 1229 41.7
001515 1614 ACE/SERVER 10/16/95 SLMM 1 9 9161.74 0 1/97 3817.39 0.00 5344 41.7
001767 1866 PRINT SERV 10/24/95 SLMM 1 9 3319.68 0 1/97 1383 0.00 1936.48 41.7
002324 2423 COMPUTER C 11/01/95 SLMM 1 9 10203.44 0 1/97 4251 0.00 5952 41.7
002189 2288 LASERJET 4 11/09/95 SLMM 1 9 1748.24 0 1/97 728.44 0.00 1020 41.7
002190 2289 LASERJET P 11/28/96 SLMM 2 10 3216.82 0 1/97 178.72 0.00 3038 5.6
002191 2290 LASERJET P 11/28/95 SLMM 1 10 3216.82 0 1/97 1251 0.00 1966 38.9
002109 2208 OPTICAL DI 12/31/95 ▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇ 1/97 359.30 0.00 635.70 36.1
002354 2453 MINI PRINT 1/05/96 SLMM 1 11 4149.60 0 1/97 1498 0.00 2651.14 36.1
002623 2722 POWER SUPP 1/21/96 SLMM 4 00 1496.04 0 1/97 299 0.00 1196.84 20.0
002547 2646 PERFORMIX 3/18/96 SLMM 4 2 8500 0 1/97 1416.66 0.00 7083.34 16.7
002477 2576 COMPONENTS 3/20/96 SLMM 2 2 208.22 0 1/97 57.84 0.00 150.38 27.8
002584 2683 ACE SERVER 3/20/96 SLMM 2 2 2869.00 0 1/97 796.94 0.00 2072 27.8
002746 2845 COMPUTERS 5/01/96 SLMM 2 3 4139.56 0 1/97 1035 0.00 3104.68 25.0
002624 2723 3-BACKUP P 5/02/96 SLMM 2 3 510.90 0 1/97 127.72 0.00 383.18 25.0
002702 2801 COMPUTER A 5/14/96 SLMM 2 3 472.75 0 1/97 118.19 0.00 354.56 25.0
002785 2884 VECTRA VE2 5/15/96 SLMM 2 3 2591 0 1/97 647.76 0.00 1943.30 25.0
002784 2883 BEX8505XL 6/13/96 SLMM 2 4 2247.16 0 1/97 499.37 0.00 1747.79 22.2
002783 2882 CISCO PROC 6/23/96 SLMM 2 5 28564.46 0 1/97 5554 0.00 23010 19.4
002981 3079 2-SERVERS/ 7/30/96 SLMM 2 6 3486.08 0 1/97 581.01 0.00 2905 16.7
002886 2984 CICSO ACCE 8/05/96 SLMM 2 6 117.20 0 1/97 19.53 0.00 97.67 16.7
002982 3080 REPEATER P 8/12/96 SLMM 2 6 4114.85 0 1/97 685.81 0.00 3429 16.7
002983 3081 KEYBOARDS 8/22/96 SLMM 2 7 1025.09 0 1/97 142.37 0.00 882.72 13.9
003048 3146 MICE, KEYB 8/26/96 SLMM 2 7 5840.73 0 1/97 811 0.00 5029.52 13.9
003049 3147 ACCESSORIE 8/29/96 SLMM 2 7 320.00 0 1/97 44.45 0.00 275.55 13.9
003050 3148 ACCESSORIE 8/29/96 SLMM 2 7 258.50 0 1/97 35.90 0.00 222.60 13.9
003142 3238 HARDWARE B 11/06/96 SLMM 2 9 2402.01 0 1/97 200.17 0.00 2202 8.3
003143 3239 NETWORK LI 11/13/96 SLMM 2 9 2309.44 0 1/97 192.45 0.00 2117 8.3
003193 3289 COMPUTER E 12/04/96 SLMM 2 10 424.39 0 1/97 23.57 0.00 400.82 5.6
003194 3290 COMPUTERS 12/04/96 SLMM 2 10 4867.40 0 1/97 270.41 0.00 4597 5.6
003218 3314 6 PRINTERS 12/31/96 SLMM 2 11 1831.00 0 1/97 50.86 0.00 1780 2.8
003240 3336 TOWER CASE 1/01/97 SLMM 2 11 3163.82 0 1/97 87.88 0.00 3075.94 2.8
003241 3337 READERS 1/01/97 SLMM 2 11 700.44 0 1/97 19.45 0.00 680.99 2.8
003249 3345 NETWORK EQ 1/01/97 SLMM 4 11 2787.20 0 1/97 46.45 0.00 2740.75 1.7
▇▇▇▇▇ Systems will also purchase the following additional assets:
22 PCs purchased from the Inacom lease. $ 31,364.00
A diesel power generator. $ 80,000.00
Data center buildout on 8th floor. $ 20,000.00
GRAND TOTAL FOR ASSETS IS $790,225.
SCHEDULE C
PERFORMANCE STANDARDS
---------------------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997.
DURING THE TRANSITION PERIOD, ▇▇▇▇▇ SYSTEMS AND CLIENT WILL NEGOTIATE MUTUALLY
SATISFACTORY PERFORMANCE STANDARDS. ▇▇▇▇▇ SYSTEMS AND CLIENT INTEND THAT THE
PERFORMANCE STANDARDS WILL BE ESTABLISHED BASED ON CLIENT'S CURRENT PERFORMANCE
LEVELS AS OF THE EFFECTIVE DATE BUT, TO THE EXTENT REASONABLY PRACTICABLE, WILL
EXCEED CLIENT'S CURRENT PERFORMANCE LEVELS. ▇▇▇▇▇ SYSTEMS AND CLIENT WILL
REVIEW, AND MAKE MUTUALLY SATISFACTORY ADJUSTMENTS TO, THE PERFORMANCE
STANDARDS ON AN ANNUAL BASIS. IN ADDITION, EITHER CLIENT OR ▇▇▇▇▇ SYSTEMS MAY,
AT ANY TIME UPON NOTICE TO THE OTHER PARTY, INITIATE NEGOTIATIONS TO REVIEW AND
MAKE MUTUALLY SATISFACTORY ADJUSTMENTS TO THE PERFORMANCE STANDARDS.
THE FOLLOWING SETS FORTH SERVICE LEVEL PARAMETERS CURRENTLY UNDER DISCUSSION BY
THE PARTIES AS A GUIDE FOR NEGOTIATING THE FINAL PERFORMANCE STANDARDS.
1.0 DEFINITION OF TERMS
"ON-LINE RESPONSE TIME" shall mean the time from the moment the transaction
enters the CPU until the transaction is completed on the CPU.
"PRIME TIME" shall mean 7:00 AM to 5:30 PM, Mountain Time, Monday through
Friday.
"REMOTE ACCESS" shall mean connection to a Local Area Network from a remote
location.
"SYSTEM AVAILABILITY" shall mean the time that a system is available for user
processing.
* All availability parameters are subject to Force Majeure, Client-requested
downtime and Client-caused downtime.
2.0 PROCESS
2.1 MEASUREMENT AND REPORTING
▇▇▇▇▇ Systems agrees to measure its performance of Services during the term of
this Agreement. This reporting shall include descriptions of extraordinary
events, and, where appropriate, remedies that have been identified to reduce
or eliminate such problems.
3.0 CLIENT REQUIREMENTS
Client requires that the following Performance Standards be met during the
term of the Agreement:
CRITICAL SYSTEMS
The following Service Levels are required for Client's critical Systems.
These Systems are listed in Section 4.
TRANSACTION RESPONSE TIME - ▇▇▇▇▇ Systems will maintain or improve the
transaction response time for critical Systems in comparison to the
transaction response time for such Systems on the Effective Date. ▇▇▇▇▇
Systems will monitor and report on the response activity to ensure timely
system access.
SYSTEM AVAILABILITY - Systems shall be available [TBD]% of the time during
Prime Time. During hours other than Prime Time, servers shall be available
[TBD]% of the time, excluding scheduled maintenance and back-ups.
RECOVERY UPDATE PROCESS - ▇▇▇▇▇ Systems will respond to errors based on the
Performance Standards defined in the HELP DESK SERVICE LEVEL SEVERITY TABLE
listed below.
Wide Area Network Management (WAN)
During Prime Time, the WAN shall be available [TBD]% of the time. The WAN will
be remotely accessible 24 hours a day, 7 days a week as the reference period
for availability measurement. Exclusions permitted are Force Majeure, Client-
requested downtime and Client-caused downtime. During times other than Prime
Time the WAN shall be available [TBD]% of the time.
Voice Network (Telecommunications)
Voice Network (telecommunications) Services will be accessible 24 hours a day,
7 days a week as the reference period for availability measurements.
During Prime Time, the PBX and voice mail shall be available [TBD]% of the
time. During times other than Prime Time, the availability of the PBX and
voice mail shall be [TBD]%.
Moves/adds/changes shall be completed within [TBD] Prime Time hours of user
request [TBD]% of the time.
Help Desk
The Help Desk shall be available to receive and process user calls during
Prime Time 100% of the time.
The speed with which calls are answered by a human being once they reach the
phone switch is as follows:
80 % of all calls will be answered within 20 seconds.
90 % of all calls will be answered within 30 seconds.
For problems submitted to the Help Desk electronically, the Help Desk shall
electronically acknowledge receipt of such calls within two (2) Prime Time
hours of receipt 100% of the time. Acknowledgment shall be returned to the
party opening a problem within one day of its resolution 100% of the time.
HELP DESK SERVICE LEVEL SEVERITY TABLE
SEVERITY LEVEL DEFINITION SUPPORT SERVICE LEVEL STATUS UPDATE TO CLIENT AND
TICKET
01 The majority of the users at the site are affected, the problem has high
visibility and there is no work around.
Also, a single user affected at a critical time. ▇▇▇▇▇ Systems Center
provides round the clock problem isolation and determination, and on site
support. Client provides on site support to test and assist data center. Fix
implemented immediately. Permanent resolution implemented at next available
opportunity. 100% resolved or work around provided within 1 day Every hour
unless ticket is in a hold status
02 The majority of the users are affected, the problem has high visibility, a
work around is available, however, performance may be degraded or functions
limited.
For example, a router is down but we are able to reroute traffic although
performance is degraded. ▇▇▇▇▇ Systems provides support until a work around
is identified. Vendor provides support until a work around is identified.
Work around is implemented immediately. Permanent resolution implemented at
next available opportunity. 100% resolved within 3 days Every four hours
unless ticket is in a hold status
03 A single user or a small percentage of users is affected, the problem has
limited visibility.
For example, a user is unable to establish a session. ▇▇▇▇▇ Systems provides
support during normal business hours. Client and/or ▇▇▇▇▇ Systems team must
test fixes and implement during next weekend maintenance window. 100%
resolved within six days Biweekly unless ticket is in a hold status
04 The users can perform and function normally as long as the work around
procedure is followed.
For example, a report is not being generated on microfiche and the Client
must view the report online. Vendor provides support during normal business
hours. Client and/or Vendor must test fixes and implement within the next two
weekend maintenance windows. 100% resolved within eleven days Weekly unless
ticket is in a hold status
05 A permanent fix (e.g., vendor fix, new product release, etc.) has been
scheduled and is awaiting delivery or development. Ticket placed on hold.
▇▇▇▇▇ Systems provides support during normal business hours. Client and/or
▇▇▇▇▇ Systems must test fixes. Fix is implemented at a mutually agreed upon
weekend maintenance window. 100% resolved within 30 days Bimonthly
Local Area Network Management
Servers shall be available [TBD]% of the time during Prime Time. During
hours other than Prime Time, servers shall be available [TBD]% of the time,
excluding scheduled maintenance and back-ups.
Moves/changes to Desktop workstations and printers shall be accomplished by
▇▇▇▇▇ Systems, within [TBD] business days [TBD]% of the time and within [TBD]
business days [TBD]% of the time.
Additional Desktop workstations requested by Client shall be installed
within [TBD] business days [TBD]% of the time and within [TBD] business days
[TBD]% of the time.
▇▇▇▇▇ Systems shall process moves/changes and requests for additional non-
standard workstations on a "best efforts" basis. The requesting user shall
receive an estimate of the duration for accomplishment of non-standard
requests within [TBD] days of issuing a request [TBD]% of the time.
Remote Access by End-Users will be available [TBD]% of the time.
Application Development and Maintenance
Client believes that emergency break/fix responsibilities of ▇▇▇▇▇ Systems'
application development and maintenance personnel will generally be measured
by the Service Levels defined in HELP DESK SERVICE LEVEL SEVERITY TABLE above.
Security Maintenance
▇▇▇▇▇ Systems shall provide the following Service Levels in response to Client
user requests for security maintenance:
New accounts shall be established within one (1) business day of Help Desk
call.
Suspended user ids shall be reset within ten (10) minutes of Help Desk call.
Forgotten passwords shall be replaced within ten (10) minutes of Help Desk
call.
Access problems shall be resolved on a "best efforts" basis as soon as
possible.
4.0 CRITICAL SYSTEMS
The list of Critical Systems is set forth in the sections listed below:
Client's Critical Systems are as follows:
Sabre interface
Boarding Control
Airsoft - Aircraft Maintenance
Jeppesen - Flight Operations
SBS - Crew Planning
SBS - Crew Management
Citrix - Winframe
SCHEDULE D
SERVICES
----------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
DATA CENTER AND NETWORK OPERATIONS
▇▇▇▇▇ Systems will have full responsibility for the operation and management
of the Client's Computer and Network Environment, as it relates to the
Equipment listed in Schedule B, on a seven (7) days per week, twenty-four (24)
hours per day basis. ▇▇▇▇▇ Systems intends to migrate the existing Client
data center to a ▇▇▇▇▇ Systems owned and managed facility. A migration plan
will be presented to Client during the Transition Period. ▇▇▇▇▇ Systems'
Services will include the following major operational tasks. A list of all
network locations is listed in Schedule D-1.
Database Administration, which will include backup, journaling, index
improvement, performance tuning, capacity planning.
Database Redesign, and application efficiency improvement.
System Administration, which will include system performance tuning, queue
management, user administration, systems programming, backup supervision,
capacity planning, security administration and enforcement.
Disk Storage Management - System Administrators will be responsible for the
administration of data across the disk farm to ensure maximum performance and
efficiency.
Perform all master console and sub-system console functions and monitor all
production processing within the Midrange/Server Environment for all
applications listed in Schedule B.
Make available, monitor and process on-line and batch applications,
including scheduled, unscheduled and on-demand, including re-runs, End User
requested processing.
Maintain operations logs so as to create an audit trail of all production
Data Center activities as well as system problems.
Schedule, perform, and execute the backup of Client applications and data
in such a manner to ensure the ability for complete recovery in the event of a
catastrophe.
Install, test and make available version upgrades of operating system
patches and upgrades and related software within three months of Client's
request.
Perform necessary tape and backup management functions required for the
Client environment.
WAN Network engineering, design and implementation.
Network performance monitoring and tuning.
Provide overall network management for the Client network, via the
centralized ▇▇▇▇▇ Systems network control center.
Bridge/Router/Hub/Gateway configuration, acquisition, installation, changes
and maintenance.
Configure, test, maintain, install, de-install, equipment and circuit adds,
moves and changes relating to WAN environment.
Establish and maintain standards, such as naming conventions and
addressing, across the WAN environment.
HELP DESK/FIELD SUPPORT
The technical help desk will be available Monday through Friday, excluding
Client defined holidays, between 8:00 a.m. and 5:30 p.m. Mountain time.
After-hours support will be provided by a second-level help desk located at
▇▇▇▇▇ Systems' managed facility. Escalation procedures will be jointly
developed and agreed during the Transition Period.
Establish single point of contact that will provide assistance for end-user
problems and coordinate problem tickets, through ▇▇▇▇▇ Systems-▇▇▇▇▇ Systems
supplied and supported problem management system.
Respond to end-user service requests and problem reports, in accordance
with a mutually agreed upon escalation process based on individually assigned
severity levels.
Support end-user operational issues, requested moves, adds, changes to
desktop equipment or LAN/WAN connectivity.
Maintain ownership of any reported problem, and follow defined escalation
and notification procedures.
Provide a monthly accounting of system and application outages, with
cause/resolution.
Provide troubleshooting and repair for all desktop environment and office
printing issues. Supplies will be charged back through a pass through basis.
Setup and installation of all new desktop and server equipment, as well as
the work required to support moves, adds, and changes.
Provide asset tag maintenance and desktop inventory control.
Perform evaluation and recommendation of hardware and software that will
improve Client's desktop environment.
Perform procurement services by implementation of an Intranet Web-based
application to support the automated order of desktop hardware and software.
▇▇▇▇▇ Systems will manage all maintenance agreements for Components
associated with systems and hardware in Schedules A and B.
TELECOMMUNICATIONS SERVICES
Provide management and problem resolution for all Client phone switches
(this will include vector management).
Provide the contract administration and management of all Client's
telecommunication needs (local access, data, long distance, 800).
Provide call accounting reports for departmental allocation of related
phone charges. Reporting may be limited due to the capabilities of the switch
and associated software.
▇▇▇▇▇ Systems will support the order, fulfillment, maintenance, and support
of pagers, radios, and walkie-talkie handsets for Client employees. Client
will remain responsible for supporting the order, fulfillment, maintenance and
support of cellular phones.
Setup and installation of all new telecommunications equipment, as well as
the work required to support moves, adds, and changes.
CRS SUPPORT
▇▇▇▇▇ Systems will monitor the availability of the communication links
between Client Airlines and SABRE.
▇▇▇▇▇ Systems will troubleshoot, expedite, and resolve when applicable,
downtime with the Sabre system.
▇▇▇▇▇ Systems will support Client's migration to Sabre with resources as
available in the Steering Committee meetings. This could include software
development, software integration, testing, training, and field installation.
▇▇▇▇▇ Systems will support the interfaces between Sabre and Client's other
applications (e.g. ReserVision, Boarding Control, Revenue Accounting).
APPLICATIONS SUPPORT
▇▇▇▇▇ Systems ▇▇▇▇▇ Systems will provide to Client the following Base
Services for applications support:
Maintenance of Applications Software for the Client Systems listed in
Schedule A.
Software development and integration activities as requested by
Client; provided, however, prior to the initiation of these activities,
the parties will negotiate in good faith the terms and conditions
relating to such services, including the ownership of intellectual
property rights.
▇▇▇▇▇ Systems and Client will jointly establish a change control/problem
management process that will provide for the allocation of discretionary
resources. The Base Services include eight (8) Full Time Equivalent
discretionary resources.
APPLICATIONS MAINTENANCE
Applications maintenance is defined as the responsibility to successfully
deliver Client service requests (CSRs), and fixes for errors, bugs, and
defects (EBDs) that arise within current applications.
All CSRs and fixes for EBDs will need to be documented and prioritized for the
applications maintenance team by adhering to a clearly defined change
control/problem management process. The applications maintenance team will
perform CSRs and EBDs provided the following:
Client/▇▇▇▇▇ Systems have authorized the CSR in accordance with defined
CSR procedures
▇▇▇▇▇ Systems Account Manager and the Client Representative have
approved the CSR pursuant to a clearly defined change control/problem
management process
CSR can be implemented with the application maintenance programming
resources provided in accordance with the Base Services matrix
Schedule D-2 contains an example change control/problem management process.
▇▇▇▇▇ Systems and Client will jointly establish a change control/problem
management process that will provide for the allocation of application
maintenance programming resources. A defined change control/problem
management process will allow for the timely completion of CSRs and EBDs.
SOFTWARE DEVELOPMENT/INTEGRATION
Software Development/Integration is defined as the responsibility to
successfully deliver enhancements as well as new releases within current
applications.
All software development/integration requests will need to be documented and
prioritized for the software development/integration team by adhering to a
clearly defined software development request process. The software
development/integration team will perform enhancements to and new releases
within the current applications provided the following:
Client/▇▇▇▇▇ Systems have authorized enhancements or new releases in
accordance with defined software development request procedures
Software development or new releases will be implemented with the
discretionary resources provided in accordance with the Base Services
matrix
Schedule D-3 contains an example software development request process. ▇▇▇▇▇
Systems and Client will jointly establish a software development request
process that will provide for the allocation of discretionary resources. A
defined software development request process will allow for the timely
completion of enhancements and new releases within the current applications.
The request process will include provisions for negotiating the ownership of
intellectual property rights in and to the software developed.
BASE SERVICES
The Base Services includes eight (8) Full Time Equivalent discretionary
resources. ▇▇▇▇▇ Systems and Client will plan the use of the resources
through an applications support steering committee. This steering committee
will balance the discretionary pool of resources based on the business needs
of the Client. Balancing resources between Applications Maintenance and
Software Development/Integration will provide Client with the flexibility to
adapt as the business changes. Client has control of the prioritization of
the resources in the Discretionary Pool.
▇▇▇▇▇ Systems and Client will create Task Orders for all applications
maintenance and software development work over and above the Base Services
listed in this document. All Task Orders will be agreed upon and signed off
on by the management of both ▇▇▇▇▇ Systems and the Client.
The following is an example of how these pool hours could be allocated and
adjusted as business dictates:
BASE SERVICES MATRIX
CLIENT - EXAMPLE TARGET
Prod 1 Qtr 2 Qtr 3 Qtr 4 Qtr Total (hrs)
APPLICATIONS MAINTENANCE 1,440 2,000 1,500 1,000 5,940
SOFTWARE DEVELOPMENT/INTEGRATION
TASK 001 03/31/97 1,000
TASK 002 05/31/97 500 500
TASK 003 06/15/97 500 1,250 1,750
TASK 004 07/01/97 1,100 1,100
TASK 005 08/01/97 300 300
TASK 006 08/15/97 500 500
TASK 007 09/15/97 50 50
TASK 008 10/15/97 1,000 1,000
▇▇▇▇ ▇▇▇ 10/31/97 1,000 1,000
▇▇▇▇ ▇▇▇ 12/15/97 900 90 290 340 1,620
OTHERS SMALL PROJECTS 100 500 600
SMALL PROJECT IMPROVEMENTS TOTAL 2,400 1,950 2,340 2,840 8,600
ACTUAL RESOURCE ALLOCATED 3,840 3,840 3,840 3,840 15,360
BUDGETED RESOURCES - (8) FTE'S 3,840 3,840 3,840 3,840 15,360
RESOURCES AVAILABLE 0 0 0 0 0
* Matrix reflects level of effort measured in hours.
MISCELLANEOUS SERVICES
During the Transition Period, ▇▇▇▇▇ Systems will relocate Client's Emergency
Situation Room from the 8th floor to the 9th floor of Client's principal
executive office building.
Client will continue to support Mountain Air Express (MAX) in the same manner
that Client does today. ▇▇▇▇▇ Systems will log all activities that is
provides that are in support of MAX. ▇▇▇▇▇ Systems will produce a document
that will report MAX support usage to Client.
SCHEDULE E
EXCLUDED SERVICES
-----------------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
This agreement will not cover the following items. Client will retain the
ownership, coordination and associated responsibilities.
CLIENT LIAISON INTERFACES - Client will supply a small team whose primary
responsibility is to facilitate the coordination between ▇▇▇▇▇ Systems and the
Client user community. This team will assist in the assessment of new capital
initiatives, identify areas for general business improvement, and assist in
application verification during a user acceptance period.
AUDITING - This team will review ▇▇▇▇▇ Systems' work to verify compliance with
any and all agreements.
CELLULAR COMMUNICATIONS - At this time, Client only provides cellular phones
to executives and key personnel. Client will retain the management and
administration of these functions.
OFFICE SUPPLIES - Client will be responsible for all printer supplies,
ticketing, and special forms for its corporate use at its corporate and field
station facilities.
SPECIAL FORM(S) - Client currently employs a ticketless boarding of its
passengers. The establishment of any ticketing application or any new special
form is not covered in the base agreement. This includes, but is not limited
to any required system changes, additional hardware, additional software, or
any telecommunications impact that may result from such an initiative.
During the Transition Period, ▇▇▇▇▇ Systems and Client shall mutually agree on
additions and changes to this schedule.
SCHEDULE F
CERTAIN EMPLOYEES
-----------------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇'▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
SCHEDULE G
SUBSIDIARIES
------------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
NONE AS OF THE EFFECTIVE DATE
SCHEDULE H
CLIENT OBLIGATIONS
------------------
In addition to the obligations set forth in the Agreement, Client shall
perform the following tasks to ensure a successful relationship between both
parties:
Client will provide key, decision-empowered personnel to participate in the
Steering Committee Steering Committee will be responsible for the
prioritization and scheduling of Client Service Requests (CSRs).
Client will to the best of its knowledge and ability provide true, complete
and accurate information to ▇▇▇▇▇ Systems to support the refinement of the
Service descriptions, Performance Standards and related information during the
Transition Period and thereafter to support the ongoing performance of the
Services.
Client will be responsible for physical security of Client premises. ▇▇▇▇▇
Systems will adhere to all security policies to ensure the safety of all
personnel.
Client will be responsible for the management, administration, and expenses
of all Client's facilities.
SCHEDULE I
PAYMENT SCHEDULE
----------------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
BASE FEES
The following chart represents the base monthly service fees for the initial
year of the Agreement, exclusive of Pass-Through expenses which will be
reimbursed by Client in accordance with Section 8.3 of the Agreement.
Months 1-12 Months 13-24 Months 25-36 Months 37-48 Months 49-60
$317,000 $461,583 $981,810 $975,506 $934,370
STOCK IN LIEU OF CASH
During the period ending six months after the Effective Date and subject to
approval of Client's Board of Directors, Client may pay the base monthly
service fee for up to three months of Services, provided that the aggregate
amount of such fees may not exceed two million dollars, in the form of Client's
voting common stock, $.001 par value (the "Common Stock"), subject to the terms
of a mutually satisfactory agreement containing customary terms and conditions
including the following:
* All shares of Common Stock delivered to ▇▇▇▇▇ Systems in lieu of cash
payments will be registered for sale under the Securities Act of 1933, as
amended, any applicable blue sky laws, and all other applicable laws, rules and
regulations, and will be listed for sale on the NASDAQ prior to the date such
shares are delivered to ▇▇▇▇▇ Systems;
* The number of shares of Common Stock to be delivered to ▇▇▇▇▇ Systems will
be determined by dividing the amount of the base monthly fee payable by the
average closing bid price for the Common Stock for the five trading days ending
two days before the shares are delivered;
* The certificate representing the shares will be delivered to ▇▇▇▇▇ Systems
(or credited to ▇▇▇▇▇ Systems' designated account) on or before the date
payment for the applicable Services is due under the Agreement;
* Client will deliver, concurrently with the delivery of the certificate
representing the shares, an officer's certificate making appropriate
representations and warranties, including 10b-5 representations and warranties;
* ▇▇▇▇▇ Systems will observe Client's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and will not
sell any Common Stock while in possession of material information concerning
Client which has not been disclosed to the public and further will not sell
such stock until the end of a period which terminates three days after the
disclosure of such information to the public; and
* If ▇▇▇▇▇ Systems sells the shares of Common Stock received in lieu of cash
payment within 30 calendar days after receiving such shares, or is unable to
sell such shares due to restrictions on trading activities imposed by Client's
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or applicable law or the absence of adequate market
trading volume, ▇▇▇▇▇ Systems will, within five days after such 30 day period,
notify Client of such circumstance and Client will pay ▇▇▇▇▇ Systems, in cash
within 10 days after the end of the applicable 30 day period, an amount equal
to the excess of the applicable base service monthly fee over the actual
proceeds received by ▇▇▇▇▇ Systems from such sale, if any, and ▇▇▇▇▇ Systems
will return to Client any unsold shares. ▇▇▇▇▇ Systems will sell any such
shares in a commercially reasonable manner.
* If ▇▇▇▇▇ Systems elects, in its sole discretion, not to sell the Common
Stock within the 30 day period referred to above, Client will have no further
obligation in relation to the monthly fees to which the Common Stock is
related.
ADDITIONAL STOCK PAYMENTS
As additional consideration for the Services, Client will pay ▇▇▇▇▇ Systems,
in the form of shares of Common Stock, $800,000 within 30 days after the
Effective Date, $600,000 on the first anniversary of the Effective Date, and
$400,000 on the second anniversary of the Effective Date, subject to the terms
of a mutually satisfactory agreement containing customary terms and conditions
including the following:
* ▇▇▇▇▇ Systems will have the right to require, on terms that all such
shares of Common Stock delivered to ▇▇▇▇▇ Systems as an additional stock
payment will be registered for sale under the Securities Act of 1933, as
amended, any applicable blue sky laws, and all other applicable laws, rules and
regulations, and will be listed for sale on the NASDAQ prior to the date such
shares are delivered to ▇▇▇▇▇ Systems;
* The number of shares of Common Stock to be delivered to ▇▇▇▇▇ Systems will
be determined by dividing the applicable amount payable by the average closing
bid price for the Common Stock for the five trading days ending two days before
the shares are delivered;
* Client will deliver, concurrently with the delivery of the certificate
representing the shares, an officer's certificate making appropriate
representations and warranties, including 10b-5 representations and warranties;
and
* ▇▇▇▇▇ Systems will observe Client's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and will not
sell any Common Stock while in possession of material information concerning
Client which has not been disclosed to the public and further will not sell
such stock until the end of a period which terminates three days after the
disclosure of such information to the public;
* Client will have an option, which may be exercised at any time prior to
the termination or expiration of this Agreement, to repurchase any of these
shares which have not been sold by ▇▇▇▇▇ Systems prior to the exercise of such
option at a price of $15.00 per share
PASS - THROUGH EXPENSES
Pass-Through Expenses shall be only as mutually agreed in writing by the
parties. Client will remain as the invoicee on all Pass-Through invoices;
however, ▇▇▇▇▇ Systems shall pay, and Client shall reimburse ▇▇▇▇▇ Systems
for, third-party charges comprising the Pass-Through Expenses. Prior to
making such payments, however, ▇▇▇▇▇ Systems shall review the invoice charges
to determine whether such charges are proper and valid and should be paid and
shall provide Client with a reasonable opportunity to review the invoices to
confirm ▇▇▇▇▇ Systems' determination. Following such review by ▇▇▇▇▇ Systems
and Client, ▇▇▇▇▇ Systems shall pay the amounts due. ▇▇▇▇▇ Systems shall use
reasonable effort to acquire such items at the best commercial rate.
NEW SERVICES
Client shall pay ▇▇▇▇▇ Systems in accordance with the aforementioned payments
terms for all additional services provided by ▇▇▇▇▇ Systems in accordance with
a payment schedule for such items to be agreed upon in writing by the parties
in the applicable Task Order, an example of which is attached as Schedule I-1
Task Order.
INCREMENTAL PRICING
Incremental pricing will be based on several business parameters that
accurately reflect the growth of Client. These incremental charges are
intended to reflect level of service required by Client to meet its changing
business objectives. Incremental pricing will be based upon the following
parameters and any other mutually acceptable parameters:
Corporate User Growth
Field Station Expansion
CPU Metric Consumption
The incremental monthly service fees exclusive of Pass-Through expenses, will
be invoiced one month in advance and no later than the tenth (10th) day of each
month and are due no more than thirty (30) days after the receipt of each
invoice.
If during any year during the term of this agreement, the incremental charges
cause the aggregate annual amount invoiced to grow more than thirty percent
(30%), Client may, solely at its option, ask ▇▇▇▇▇ Systems to renegotiate the
agreement.
CORPORATE USER GROWTH
As Client's operations grows, it will be necessary to expand the system's
capabilities to meet Information Technology usage. Under the base agreement,
▇▇▇▇▇ Systems will support the current base of devices. The following chart
depicts the two major locations for Client connectivity. When Client grows
beyond this point, ▇▇▇▇▇ Systems will support growth in blocks of 40
additional users. ▇▇▇▇▇ Systems will credit Client for the reduced
implementation cost of the first 140 incremental users that utilize existing
building cabling.
LOCATION PCS PRINTERS TOTAL PORTS USED OPEN PORTS TOTAL PORTS
Circle Drive 593 33 626 54 680
COS 97 19 116 88 204
Note: Two (2) 24-port Hub Repeater Modules are available and can
support additional growth
In the event that Client makes a business decision to reduce the number of
ports within the first 24-month period after an incremental pricing increase
takes effect, ▇▇▇▇▇ Systems will invoice for any remaining net book value
related to such ports, and any related ongoing payment obligations will
terminate. ▇▇▇▇▇ Systems will make every attempt to reuse components where
possible for the benefit of both parties.
FIELD STATION EXPANSION
As Client enters new markets and flies to new destinations, ▇▇▇▇▇ Systems will
implement a fixed base charge for the purchase, installation, and support of
the hardware required to support the IT systems at these remote locations.
▇▇▇▇▇ Systems will install these new facilities. A network configuration
diagram and associated equipment list is included in Schedule D-4.
In the event that Client makes a business decision to terminate service to a
field station location within the first 24-month period after an incremental
pricing increase takes effect, ▇▇▇▇▇ Systems will invoice for any remaining
net book value related to such location, and any related ongoing payment
obligations will terminate. ▇▇▇▇▇ Systems will make every attempt to reuse
components where possible for the benefit of both parties. In this event,
▇▇▇▇▇ Systems will create a specific task order that accurately sets forth the
services to be provided to Client.
Any additional costs that ▇▇▇▇▇ Systems cannot avoid will be passed-through to
Client. These expenses will be approved by Client prior to invoice. Items
such as the engagement of mandated local services and the use of unionized
workforce are examples of expenses that fall outside either party's control.
CPU METRIC CONSUMPTION
As Client requires additional computing resources to support its growth, we
would like to define a parameter that fully and accurately describes this
activity. Due to the significant amount of change currently underway, this
exercise is extremely difficult. ▇▇▇▇▇ Systems and Client will enter a 90-day
due diligence period upon the Effective Date to identify an appropriate
measurement. It is essential to identify today's usage and the total capacity
given today's infrastructure. If both parties cannot reach agreement at the
end of the 90-day due diligence period, ▇▇▇▇▇ Systems will pass-through any
related expenses as they are required to support Client.
In the event, that Client makes a business decision to reduce any incremental
CPU capacity within the first 24-month period after an incremental pricing
increase takes effect, ▇▇▇▇▇ Systems will invoice for any remaining net book
value for such capacity and any related ongoing payment obligations will
terminate. ▇▇▇▇▇ Systems will make every attempt to reuse components where
possible for the benefit of both parties.
INCREMENTAL PRICING MATRIX
PRICING
METRIC UNIT PRICE UNIT PRICE UNIT PRICE UNIT PRICE UNIT PRICE UNIT PRICE
PER MONTH MONTHS 1-24 MONTHS 1-24 MONTHS 1-24 MO'S 25-60 MO'S 25-60 MO'S 25-60
--------- ----------- ----------- ----------- ---------- ---------- ----------
Ports 1-40 $8,974 $7,932
Ports 41-80 $8,794 $7,752
Ports 81-* $8,619 $7,577
Client Credit
(for first
3.5 incremental
units) $100
Field Station
1-8 $3,726 $2,207
Field Station
9 -16 $3,651 $2,131
Field Station
17- * $3,578 $2,059
CPU Metric [TBD] [TBD] [TBD] [TBD] [TBD] [TBD]
Selected Pass-Through Expenses:
LAN cable plant installation
Circuits
Airport-specific charges
SCHEDULE D-1
NETWORK LOCATIONS
AIRLINE TERMINAL DESTINATIONS
Aspen/Snowmass Atlanta ▇▇▇▇▇▇▇▇▇▇
Chicago Midway Colorado Springs
Dallas-Ft Worth Durango/Purgatory
Gunnison/Crested Butte Hayden/Steamboat Springs
Houston Int'l Indianapolis
Kansas City Intl Los Angeles Intl
Everett, WA (Tramco) Montrose/Telluride
Newark, Int'l Nashville
Orlando Oklahoma City
Portland Int'l Phoenix Int'l
San Francisco San Diego
Tulsa International Seattle-Tac Intl
Wash DC, Dulles
SCHEDULE I-1
TASK ORDER
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
TASK ORDER NO. WP-XXX
▇▇▇▇▇ Systems Corporation ("▇▇▇▇▇ Systems") and Client Airlines ("Client")
hereby enter into this Task Order No. ___ under the Information Technology
Services Agreement between such parties, dated as of April 1, 1997, on the
following terms:
1. Effective Date:
2. Term:
3. Scope:
4. Project Managers:
a. Client Project Manager.
▇. ▇▇▇▇▇ Systems Project Manager.
5. Client's Responsibilities:
6. Pricing:
a. Personnel.
b. Procurement of Software and Equipment.
c. Cost of Living Adjustment.
7. Other Terms:
AGREED:
WESTERN PACIFIC AIRLINES, INC ▇▇▇▇▇ SYSTEMS CORPORATION
By: By:
Name: Name:
Title: Title:
SCHEDULE D-2
CHANGE CONTROL/PROBLEM MANAGEMENT PROCESS
This Schedule contains an example change control/problem management process.
▇▇▇▇▇ Systems and Client will jointly establish a change control/problem
management process that will provide for the allocation of application
maintenance programming resources. A defined change control/problem
management process will allow for the timely completion of CSRs and EBDs.
A problem is defined as an interruption of normal service to a Client.
Examples of problems include: system or network outages; on-line and
application unavailability; information security concerns; hardware failures;
slow response; workstation problems, etc. Any other item that would prompt
the Client to initiate a call to the Help Desk seeking assistance could be
considered a request and does not always require that a trouble ticket be
opened. Examples of such requests not requiring a ticket might include
inquiries concerning the status of a problem (a ticket already exists),
assistance in locating support groups, general information, etc.
The Help Desk will be the principal point of contact for the Client users and
Clients to respond to their problems and requests. The Client is defined to
be anyone who contacts the Help Desk, including Client users and end Clients,
another Help Desk, and other individual groups or employees. The Help Desk
will be considered ▇▇▇▇▇ ▇ support.
- LEVEL 1 - HELP DESK PERSONNEL
Take initial Client calls
Resolve any issues with Client
Open/Assign trouble tickets
Send trouble ticket to Level 2 support via phone call or eMail
The Business Support Group will provide Level 2 support for problem
management. The Business Support Group will have access and contact with the
various Business groups within Client. Most of the problems that will be
resolved by the Business Support Group are operational in nature as well as
high-level application and system problems.
- LEVEL 2 - BUSINESS SUPPORT GROUP
Receive trouble tickets from Level 1
Utilize contacts to resolve tickets
Analyze/Resolve Level 2 problems
Send trouble ticket to Level 3 support via phone call or eMail if
applicable
Update status on ticket and send back to Level 1
The Applications Support team will provide Level 3 support for problem
management. Trouble tickets that cannot be resolved by the Business Support
Group will be sent to the applications support team. In most cases, the
trouble tickets that make it to Level 3 production support are minor
production application problems, data problems, and major production
application problems.
- LEVEL 3 - APPLICATIONS SUPPORT
Receive trouble tickets from ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ problems
Utilize Level 4 Application Support if needed
Update status on ticket and send back to Level 4
The Application Support (Development) team will provide ▇▇▇▇▇ ▇ support for
problem management. Trouble tickets that are technical in nature and require
changes to application software, etc. will be given to the application support
development team. The application support team (Level 4) and the applications
support team (Level 3) work hand in hand as a combined team to resolve
production trouble ticket problems. In most cases, the trouble tickets that
make it to Level 4 application support are minor production application
problems, data problems, and major production application problems.
- LEVEL 4 - APPLICATION SUPPORT DEVELOPMENT
Receive trouble tickets from ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇ 4 problems
Work very closely with Level 3 to resolve particular trouble tickets
Update status on ticket and send back to ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇ ▇-▇
SOFTWARE DEVELOPMENT REQUEST PROCESS
This Schedule contains an example software development request process. ▇▇▇▇▇
Systems and Client will jointly establish a software development request
process that will provide for the allocation of software
development/integration programming resources. A defined software development
request process will allow for the timely completion of enhancements and new
releases within the current applications.
EXAMPLE PROCESS:
Step 1 Client completes a software development request form and sends
completed form to the Software Development steering committee.
Step 2 Steering Committee prioritizes and assigns request form to ▇▇▇▇▇
Systems assessment group. The request form is then logged by number, date,
type, etc. into a software development request database for tracking. Log
number is returned to the original requesting Client for future inquiry and
status.
Step 3 Assessment group will scope the request and respond with a scope
information document. The assessment document will then be reviewed by the
Steering Committee.
Step 4 Steering Committee will approve or decline the request. If request is
approved, request goes for second level Client approval (Client account
manager).
Step 5 If request receives second level Client approval, the Steering
Committee will prioritize and assign software development to the ▇▇▇▇▇ Systems
software development/integration team.
The software development request database must be updated and retained to
prevent duplicate requests and unnecessary rework. The software development
request process should also document decisions made by the Client and
rationale for the decisions completed on the request form itself for future
reference.
SCHEDULE O
TYPICAL FIELD STATION CONFIGURATION
-----------------------------------
(OMMITED DUE TO LACK OF GRAPHIC CONVERSION IN ▇▇▇▇▇ FORMAT)
SCHEDULE P
----------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
(0MMITED DUE TO LACK OF GRAPHIC CONVERSION INTO ▇▇▇▇▇ FORMAT)
SCHEDULE J
KEY STAFF
----------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
[TO BE DETERMINED]
SCHEDULE K
DISASTER RECOVERY
-----------------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
[TO BE DETERMINED]
SCHEDULE L
TRANSITION PLAN
---------------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
[TO BE DETERMINED]
SCHEDULE M
DELIVERABLES
------------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
[TO BE DETERMINED]
SCHEDULE N
REMEDIES
----------
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT CERTAIN INFORMATION
TECHNOLOGY SERVICES AGREEMENT, EFFECTIVE AS OF APRIL 1, 1997. UNLESS
OTHERWISE DEFINED IN THIS SCHEDULE, CAPITALIZED TERMS WILL HAVE THE MEANING
ASCRIBED TO THEM IN THE AGREEMENT.
[TO BE DETERMINED]