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EXHIBIT 10.40
SERVICE AGREEMENT
BETWEEN
▇▇▇▇▇▇▇▇ INFORMATION SERVICES CORPORATION
AND
▇▇▇▇▇▇▇▇ COMMUNICATIONS GROUP, INC.
THIS SERVICE AGREEMENT ("Agreement") is effective as of the ____ of
_______________, 1999, by and between ▇▇▇▇▇▇▇▇ INFORMATION SERVICES CORPORATION,
a Delaware corporation, hereinafter referred to as "WISC" and ▇▇▇▇▇▇▇▇
COMMUNICATIONS GROUP, INC., a Delaware corporation, and its majority owned
subsidiaries, hereinafter referred to as "Customer." WISC and Customer are each
a "Party" and together are the "Parties" to this Agreement.
RECITALS:
WHEREAS, WISC has been providing Data Processing and Computer-related
services to Customer and Customer desires to continue purchasing such services,
solely for its internal use and the internal use of its subsidiaries in which
Customer possesses fifty percent (50%) or greater ownership interest;
WHEREAS, the Parties desire to establish the service levels provided
under this Agreement, the reimbursable commitments due upon termination of this
Agreement and other issues related to the provision of Services hereunder.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:
1. SERVICES. WISC agrees, during the term of this Agreement, to provide
use of WISC employees, facilities and systems in the performance and
coordination of data processing and computer-related services to Customer. Such
non-exclusive service, as more particularly described in Attachment B (the
"Services Profile"), attached hereto and incorporated by reference, includes,
but is not limited to, mainframe operations, payroll processing and support,
technical staff support, data center operations and floorspace, special
processing requirements, system backups, network services, telephone services
and Enterprise services including Help Desk, IT Sourcing and Y2K Compliance
Program (the "Services" or "Service"). The Service provided by WISC will be
provided in accordance with the Service Level Agreements to be developed and
mutually agreed to by the Parties and attached hereto as Attachment A. The
Services Profile and the Service Level Agreements shall be updated or amended
from time to time.
2. LIAISON. Customer will designate a person to act as a liaison
("Liaison") for all contact with WISC. The Liaison has authority to make
requests for all Service and has authority to approve all commitments made by
WISC on Customer's behalf. Approval of all costs, expenditures, expenses,
contractual obligations, and other commitments will be in writing by the
designated Liaison.
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3. COMMITMENT LIST. All hardware, software, and Services Customer has
previously committed to pay for ("Existing Commitments") will be listed in a
commitment list ("Commitment List") provided to Customer, a summary of which is
attached hereto as Attachment C, and incorporated by reference. The Commitments
List includes amounts for: (1) estimated taxes; (2) leased equipment; (3) fixed
assets; (4) facilities improvements; (5) third party software; and (6)
miscellaneous expenses. WISC will continue to update the Commitments List each
quarter to add new commitments and to decrease other commitments.
Certain commitments will decrease as a result of WISC fulfilling its
obligations under the commitment. For example, a contractual obligation which
presently has a two (2) year commitment, will be reduced each quarter as WISC
performs the obligations required for that quarter.
Customer will have thirty (30) days after receiving the revised
Commitments List to object to any item on the Commitments List. After this
thirty (30) day review period has passed, Customer will be deemed to have
accepted all items on the Commitments List.
4. FEES AND PAYMENTS. In consideration of WISC entering into purchase,
lease, development and other obligations necessary to perform Services hereunder
for Customer, Customer agrees to pay all costs incurred by WISC and approved in
writing by Liaison including, but not limited to, all costs for equipment,
software, personnel, or other contractual obligations for which WISC has already
paid or remains obligated to pay, arising in connection with the provision of
Services hereunder. All costs for such equipment, software, personnel or other
contractual obligations, will be listed on the Commitment List.
A. ALLOCATION CHARGES AND FEES. In addition to the obligations
and charges set forth in this Agreement, Customer agrees to pay WISC
the allocation amounts per month for the allocated Services set out in
the Services Profile, as well as the amounts per month for other
Services used by Customer at the published rates also set out in the
Services Profile. The Services Profile will be provided annually on or
before August 1.
B. MISCELLANEOUS CHARGES AND FEES. Customer will reimburse
WISC for WISC's actual cost for certain items used in providing
services to Customer including but not limited to the following items:
Custom forms (except when forms are purchased or supplied by Customer),
the lease of terminal equipment used on Customer's premises, telephone
lines and telephone equipment related to the Customer's processing and
all microfiche charges related to Customer's reports.
C. TAXES. Customer agrees to pay or reimburse WISC for all
taxes for goods or services procured by WISC pursuant to performance of
this Agreement for Customer.
D. BILLING. Customer shall be billed every month for amounts
due for the previous month. Payment is due thirty (30) days after
Customer's receipt of invoice. Undisputed payments not received by the
due date shall accrue interest at a rate of one and one half percent
(1.5%) per month or the highest rate allowed by law whichever is less.
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E. DISPUTED CHARGES. As to disputed amounts, Customer will
place the disputed amount in an escrow account and provide WISC written
notice, which includes a summary of its dispute, within thirty (30)
days of the due date. Any amount for which Customer does not give
notice of a dispute within thirty (30) days of the due date will be
deemed to be an undisputed amount. As to disputed amounts the Parties
will attempt to resolve the dispute in accordance with Section 23,
Dispute Resolution.
5. TERM. The term of this Agreement will begin April ____, 1999, and
will remain in effect until April _____, 2004 (the "Initial Term"), and will
automatically renew for additional terms of twelve (12) months each.
Notwithstanding the foregoing, either Party may terminate this Agreement, at any
time, by giving twelve (12) months prior written notice to the other Party.
6. BACKUP AND RECOVERY PLAN. Customer and WISC, as timing allows, shall
jointly develop and maintain a backup and recovery plan mutually satisfactory to
the Parties which details specific responsibilities and recovery objectives.
WISC will incorporate Customer's backup and recovery priorities in its published
overall disaster and recovery plan which is currently being revised and updated.
The WISC disaster and recovery plan includes a listing of those persons
authorized to declare a disaster. Customer will have the option to contract for
its own disaster recovery services with a vendor of its choice for those
services for which WISC is not directly responsible. This option, however, will
not relieve Customer of any obligations for disaster recovery services on the
Commitments List.
7. PROCESSING STANDARDS. Customer will be subject to all reasonable
processing standards and procedures as set forth in the WISC Data Center
Standards and Operating Procedures Manual. WISC will copy all Customer mainframe
software and ensure synchronization with Customer Data maintained by WISC,
semi-annually, including updates and documentation, and will store in such data
WISC's offsite facility, and will provide Customer with access to such copies
upon request. As to data, programs and software supplied by WISC to Customer,
which are licensed from third party vendors, the Parties recognize that use is
subject to the license agreements for each software product and the Parties
agree to be bound by such agreements. Upon request WISC shall provide to
Customer copies of the terms and conditions of such license agreements.
8. CONFIDENTIAL AND PROPRIETARY INFORMATION. The Parties will take all
reasonable precautions to protect the security of the other Party's confidential
information, including making reasonable efforts to cause its directors,
employees and agents to abide by the terms of this Agreement. Confidential
information ("Confidential Information") shall include, but not be limited to,
the following: business and financial methods; records and practices; pricing
and selling techniques; file or data base materials; price lists; software;
computer programs; credit and financial data; as well as similar information
relating to the parent, subsidiaries and affiliates of either Party. Nothing in
this Agreement shall prohibit or restrict WISC's right to use general ideas,
concepts, methods, expressions, know-how and techniques related to the scope of
WISC's Services and used in the course of its Services that are not unique to
the Confidential Information, or do not include specific elements of the
Confidential Information. Nothing in this Agreement shall prohibit or restrict
WISC's rights to provide to third parties services which are similar to those it
provides to Customer, so long as such provision of services does not breach this
Agreement. Neither
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Party will make copies of the other Party's Confidential Information for its own
use without the prior written permission of the other. The Parties may copy the
software of the other only as permitted in applicable license agreements and
only as reasonably necessary to support authorized use and shall not make such
software available to any person other than employees or agents whose job
performance requires such access.
Files containing Customer's systems inputs and outputs are, and shall
remain, the property of Customer and shall be returned to Customer at its
request. Physical media produced by WISC for Customer must be purchased by
Customer or returned to WISC within thirty (30) days after Customer's receipt of
same.
The Parties hereto may exchange certain Confidential Information for
the purpose of implementing this Agreement. In consideration of the receipt of
such Confidential Information, the Parties agree as follows:
1. Each Party shall retain all rights to its Confidential Information.
Each receiving Party agrees to take such reasonable measures to prevent
the unauthorized disclosure to third parties of Confidential
Information as it would take to prevent disclosure of its own
proprietary or Confidential Information. Disclosure will be limited to
such employees and agents as necessary to perform under this Agreement.
To the extent practicable, information protected by this Agreement
shall be marked "Confidential." Except as necessary for proper
evaluation, documents containing Confidential Information obtained
pursuant to this Agreement may not be duplicated in any manner without
the written permission of the originating Party.
2. The Parties agree to keep all Confidential Information confidential
for seven (7) years after the expiration or termination of this
Agreement. Information obtained by receiving Party that (1) is or
becomes generally known or available to the public without breach or
any obligation of confidentiality; (2) is lawfully known to it at the
time of receipt as evidenced by the receiving Party's written records;
or (3) is subsequently furnished to it lawfully by a third party, to
the best of the receiving Party's knowledge, without restriction and
without breach or any obligation of confidentiality; will not be deemed
confidential and may be used without restriction. If disclosure of
Confidential Information is required pursuant to a valid court order or
subpoena, receiving Party shall give the disclosing Party prior written
notification of such order or subpoena, and then shall disclose the
Confidential Information only to the extent necessary to comply with
the governmental agency's request. Confidential Information disclosed
pursuant to a valid court order or subpoena does not lose its
confidential status as to third parties. Unless expressly agreed
otherwise, the Parties shall also keep confidential the terms and
conditions of this Agreement and the exchange of information.
Upon reasonable notice, Customer's internal and external auditors shall
have the right during normal working hours to review The ▇▇▇▇▇▇▇▇ Companies,
Inc.'s internal audit department work papers, program design flow charts,
programs and other documents, materials and information relating to the Customer
as may reasonably be requested by Customer's internal and external auditors in
connection with the preparation of a certified financial audit of Customer. All
documents, materials and information made available to or
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disclosed to Customer's internal and external auditors under this Section shall
be kept confidential by Customer's internal and external auditors.
9. IMPROPER PAYMENTS. Neither Customer nor WISC will use any funds
received under the Agreement for illegal or otherwise improper purposes. Neither
Customer nor WISC will pay any commissions, fees or rebates to the other, nor
favor any employee of the other with gifts or entertainment of significant cost
or value. If either Customer or WISC has reasonable cause to believe that
provisions of this paragraph have been violated, such Party may audit the
records of the other, for the sole purpose of establishing compliance with such
provisions.
10. WARRANTIES. WISC warrants that the services provided hereunder will
be provided in a workmanlike manner. Services not provided in a workmanlike
manner will be retendered. WISC also agrees that as to software programs and
equipment purchased or acquired for Customer pursuant to this Agreement that
WISC will seek repair, replacement or refund on behalf of Customer pursuant to
the terms of the applicable agreement if such products do not conform to the
vendor or manufacturer warranty. WISC MAKES NO OTHER WARRANTIES OR
REPRESENTATIONS, EXPRESSED OR IMPLIED, IN FACT OR IN LAW, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO ANY SERVICE, PROGRAM OR EQUIPMENT AVAILABLE THROUGH WISC, WHETHER DEVELOPED
BY WISC OR LICENSED, PURCHASED, OR OTHERWISE OBTAINED BY WISC FROM A THIRD
PARTY. CUSTOMER, IN USING A PROGRAM, SERVICE OR EQUIPMENT PROVIDED BY WISC, WILL
BE DEEMED TO HAVE ACKNOWLEDGED THE ADEQUACY OF THE PROGRAM, SERVICE OR EQUIPMENT
FOR ITS INTENDED USE AFTER SEVEN (7) DAYS USE BY CUSTOMER. IN ADDITION, WISC
SHALL ONLY BE REQUIRED TO PASS THROUGH THE MANUFACTURER OR VENDOR WARRANTY
GRANTED TO WISC. CUSTOMER IS NOT WAIVING ANY MANUFACTURER OR VENDOR WARRANTIES
IF MADE AVAILABLE TO CUSTOMER BY ANY MANUFACTURER OR VENDOR.
11. LIMITATION OF LIABILITY. BECAUSE OF THE DIFFICULTY OF ASCERTAINING
AND MEASURING DAMAGES HEREUNDER, IT IS AGREED THAT EACH PARTIES' LIABILITY TO
THE OTHER FOR ANY TYPE OF COSTS, LOSSES, DAMAGES OR EXPENSES, ARISING OUT OF
THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED ONE MILLION
DOLLARS ($1,000,000). THIS LIMIT OF LIABILITY DOES NOT APPLY TO AND IN NO WAY
LIMITS CUSTOMER'S OBLIGATIONS TO PAY FOR ALL ITEMS ON THE FINAL COMMITMENTS LIST
AND ALL AMOUNTS DUE FOR SERVICES HEREUNDER. WISC WILL NOT BE RESPONSIBLE FOR ANY
LOSS OR DAMAGE TO PROPERTY OF ANY KIND OWNED OR LEASED BY CUSTOMER EXCEPT AND TO
THE EXTENT SUCH LOSS OR DAMAGE TO PROPERTY IS CAUSED BY WISC'S NEGLIGENCE OR
WILLFUL MISCONDUCT. IN NO EVENT SHALL EITHER WISC OR CUSTOMER BE LIABLE FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR
ANTICIPATED PROFITS, LOSS OF USE OR DATA IN CONNECTION WITH, OR ARISING OUT OF
THE SERVICES PROVIDED UNDER THIS AGREEMENT WHETHER BASED UPON ANY THEORY IN
CONTRACT OR IN TORT
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AND WHETHER THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
12. INDEMNIFICATION. Subject to Paragraph 11, the Customer will,
jointly and severally, and to the fullest extent permitted by applicable law,
indemnify and hold harmless WISC, The ▇▇▇▇▇▇▇▇ Companies Inc. and any of its
subsidiaries and their respective officers, directors, agents and employees
(collectively, the "WISC Indemnitees") from and against all claims, demands,
damages, losses, liabilities, costs or expenses (including, without limitation,
reasonable attorney's fees and expenses) (collectively, "Costs") incurred or
suffered by any WISC Indemnitee which result from or arise out of the negligent
or willful misconduct of Customer regarding the Services.
Subject to Paragraph 11, WISC will, jointly and severally, and to the
fullest extent permitted by applicable law, indemnify and hold harmless Customer
and any of its subsidiaries and their respective officers, directors, agents and
employees (collectively, the "Customer Indemnities") from and against all
claims, demands, damages, losses, liabilities, costs or expenses (including,
without limitation, reasonable attorney's fees and expenses) (collectively,
"Costs") incurred or suffered by any Customer Indemnitee which result from or
arise out of the negligent or willful misconduct of WISC regarding the Services.
13. TERMINATION.
A. WISC shall have the right to terminate this Agreement (i) after
sixty (60) days written notice upon the failure of Customer to timely and fully
pay any undisputed amounts in any invoice within thirty (30) days of the due
date; or (ii) immediately and without notice upon insolvency or the commencement
of any proceedings under any bankruptcy or insolvency laws by or against
Customer; or (iii) immediately and without notice upon the assignment by
Customer of all or substantially all of its property for the benefit of its
creditors.
B. Customer shall have the right to terminate this Agreement or seek
specific performance or pursue other legal remedies upon failure of WISC to cure
any default in the performance of its obligations hereunder after sixty (60)
days of WISC's receipt of written notice regarding such default. Customer shall
further have the right to terminate this agreement (i) immediately and without
notice upon the insolvency or the commencement of any proceedings under any
bankruptcy or insolvency laws by or against WISC; and (ii) immediately and
without notice upon the assignment by WISC of all or substantially all of its
property for the benefit of its creditors.
C. Notwithstanding subsections A, and B above, either Party may
terminate this Agreement by giving twelve (12) months prior written notice.
14. FEES AND COSTS UPON TERMINATION
A. Costs. Upon termination of this Agreement at any time, Customer
agrees to pay WISC the following amounts:
(1) all items listed on the final Commitments List;
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(2) all amounts due for Services hereunder as of the date of
termination.
B. Ownership. Upon the termination of this Agreement and upon payment
by Customer of all amounts due, all WISC-owned equipment acquired solely for use
by Customer, excluding leasehold equipment and improvements, for which Customer
remains obligated to pay the entire amount (full purchase price) or for which
Customer has already paid the entire amount (full purchase price) under this
Agreement, shall become the sole property of Customer as well as all other
property and rights due Customer at termination and WISC shall have no ownership
or proprietary rights to such equipment. This Agreement shall serve as the
document of assignment and title transfer of such property and rights to
Customer free and clear of all claims, except as provided to the contrary in
this Agreement. As to software licensed to WISC, solely for the benefit of
Customer, WISC will use its best efforts to assign such software to Customer,
provided the Parties agree to be bound by the license agreements in transferring
or assigning any rights or obligations.
C. Historical Data Services. Upon termination of this Agreement and
payment by Customer of all amounts due, payment of any termination fee, payment
for all commitments listed on the Commitments List, WISC shall supply Customer
with historical data relating to the Services provided hereunder.
15. FORCE MAJEURE. Neither Party will be liable to the other by reason
of failure in performance of this agreement if the failure arises out of acts of
God, acts of the other Party, acts of governmental authority, strikes, fires,
delays in transportation, unavailability of communications or energy sources,
sabotage, riots, or war or any other Force Majeure cause. An event of Force
Majeure shall not operate to relieve the Party affected from the payment of any
fees for services previously rendered under this Agreement or for items on the
Commitments List. However, the party affected by the Force Majeure event shall
promptly notify the other Party and take all reasonable actions to promptly
remedy or remove the Force Majeure situation. If the Force Majeure situation is
not remedied within 30 days, the other Party shall have right to seek
termination of this Agreement.
16. ASSIGNMENT. Customer shall not have the right to assign this
Agreement without the prior written consent of WISC, which consent will not be
unreasonably withheld; provided that either Party may assign this Agreement,
without the consent of the other party, to a successor or a surviving
corporation in a merger or consolidation in which it is a Party or to any person
that acquires all or a majority of its stock or assets. WISC shall not have the
right to assign its obligations under this Agreement, except to a subsidiary or
affiliate, without the prior written consent of Customer, which consent will not
be unreasonably withheld.
17. INSURANCE. Both Parties will procure, pay for and maintain the
following insurance during the term of this Agreement and provide to the other
certificates of insurance with insurance companies satisfactory to each Party
evidencing the maintenance of insurance coverages indicated below:
Certificates shall include a 30-day notice of cancellation in favor of
the other Party, except in the event of non-payment of premium in which case a
ten (10) day notice of cancellation will be acceptable.
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Workers' Compensation Insurance complying with the laws of the state or
states in which work is to be performed, whether or not Customer or its
subcontractors are required by such laws to maintain such insurance and
employer's liability insurance with limits of $100,000 each accident, including
occupational disease coverage with a limit of $100,000 each employee and
$500,000 disease policy limit.
Commercial or Comprehensive General Liability insurance on an
occurrence form with a combined single limit for bodily injury and property
damage of $1,000,000 each occurrence and $2,000,000 annual aggregate, including
coverage for premises operations, independent contractors, personal injury,
products/completed operations, broad form contractual, broad form property
damage and advertising injury.
WISC and Customer waive their rights, and, to the extent possible,
their underwriter's rights, of subrogation against the other, and the other's
officers, directors, agents and employees thereof, and corporate shareholders
and corporate shareholder's officers, directors, agents and employees, providing
that such waiver in writing, prior to loss, does not void or alter coverage.
Such waiver shall also extend to companies and legal entities that control, are
controlled by, are subsidiaries of or are affiliated with the other Party and
the other Party's respective officers, directors, agents, employees and
shareholders of such companies or entities.
In the event coverage is denied or reimbursement of a properly
presented claim is disputed by a Party's insurance carrier(s), the Party shall,
upon written request, provide the other Party with a certified copy of the
involved insurance policy or policies within ten (10) business days of receipt
of such request.
The maintenance of insurance shall in no way limit or affect the extent
of either Party's liability.
18. ENTIRE AGREEMENT. Customer represents that it has read this
Agreement, understands it and agrees to be bound by its terms and conditions.
Customer further agrees that this Agreement constitutes the entire agreement
between the Parties with respect to the subject matter hereof and that this
Agreement supersedes all proposals oral or written, all previous negotiations
and agreements and all other communications between the Parties with respect to
the subject matter hereof. The Parties further agree that any terms and
conditions of any purchase order or other instrument issued by either Party in
connection with this Agreement which are in addition to, or inconsistent with,
terms and conditions of this Agreement, shall not be binding upon either Party
unless signed by both Parties.
19. AMENDMENTS. This Agreement may be modified only by a written
instrument duly executed by an authorized representative of WISC and Customer.
20. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Oklahoma, without regard to its choice of law
provisions. Should any conflict arise concerning the terms of this Agreement
which shall result in litigation, the Parties agree that the exclusive
jurisdiction and venue for such litigation shall be in the applicable state or
federal courts in Tulsa, Oklahoma and the Parties hereby expressly waive
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any and all objections to the exclusive jurisdiction and venue of any such
litigation in Tulsa, Oklahoma.
21. SEVERABILITY. If, but only to the extent that, any provision of
this Agreement is declared or found by a court of competent jurisdiction to be
illegal, unenforceable, or void, then both Parties shall be relieved of all
obligations arising under such provision, it being the intent and agreement of
the Parties that this Agreement shall be deemed amended as it related to the
jurisdiction involved by modifying such provision to the extent necessary to
make it legal and enforceable while preserving its intent. If that is not
possible, another provision that is legal and enforceable and achieves the same
objective shall be substituted. If the remainder of this Agreement is not
affected by such declaration or finding and is capable of substantial
performance, then the remainder shall be enforced to the extent permitted by
law.
22. INDEPENDENT CONTRACTOR. In performing the services hereunder, WISC
shall operate as and have the status of an independent contractor, subject only
to the general direction of the Customer regarding the Services to be rendered
as opposed to the method of performance of the Services.
23. DISPUTE RESOLUTION. The Parties will attempt in good faith to
resolve any claim or controversy arising out of this Agreement by negotiations
between senior executives of the Parties who have settlement authority and who
do not have direct responsibility for the administration of this Agreement. If
the matter has not been resolved within sixty (60) days from the date either
Party notified the other of its dispute, either Party may initiate other means
of alternative dispute resolution of the controversy in accordance with the then
appropriate rules and procedures of the Center for Public Resources or American
Arbitration Association or pursue its rights and remedies with a court of
competent jurisdiction.
24. CONSTRUCTION. Except where otherwise expressly provided, all
references to sections, paragraphs or attachments in this Agreement will be
deemed to be references to such sections and paragraphs of this Agreement or the
attachments to this Agreement, respectively. The recitals are incorporated
herein by reference as though repeated fully.
25. WAIVER. Any waiver of this Agreement or of any covenant, condition,
or agreement to be performed by a Party under this Agreement shall (i) only be
valid if the waiver is in writing and signed by an authorized representative of
the Party against which such waiver is sought to be enforced, and (ii) apply
only to the specific covenant, condition or agreement to be performed, the
specific instance or specific breach thereof and not to any other instance or
breach thereof or subsequent instance or breach.
26. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same document.
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27. NOTICES. Any notice required or permitted to be made or given to
either Party hereto shall be in writing, and will be deemed sufficiently served
if dispatched by certified mail, return receipt requested; hand delivered; sent
by overnight delivery service; or facsimile with confirmation of receipt to the
addresses specified below:
If notice is from WISC to Customer:
VICE PRESIDENT, APPLICATIONS-NETWORK
▇▇▇▇▇▇▇▇ COMMUNICATIONS GROUP, INC.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If notice is from Customer to WISC:
SUPERVISOR, CONTRACT ADMINISTRATION MD 33-1
▇▇▇▇▇▇▇▇ INFORMATION SERVICES CORPORATION
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇
AGREED AND ACCEPTED as of the day and year first above written.
"WISC" "CUSTOMER"
▇▇▇▇▇▇▇▇ INFORMATION SERVICES ▇▇▇▇▇▇▇▇ COMMUNICATIONS
CORPORATION GROUP, INC.
By: By:
----------------------------------- --------------------------------
Authorized Signature Authorized Signature
Typed Name: Typed Name:
--------------------------- -------------------------
Title: Title:
-------------------------------- ------------------------------
Date: Date:
--------------------------------- -------------------------------
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SERVICE AGREEMENT
BETWEEN
▇▇▇▇▇▇▇▇ INFORMATION SERVICES CORPORATION
AND
▇▇▇▇▇▇▇▇ COMMUNICATIONS GROUP, INC.
ATTACHMENT A
(SERVICE LEVEL AGREEMENTS)
[TO BE DEVELOPED]
APPROVED: APPROVED:
"WISC" "CUSTOMER"
▇▇▇▇▇▇▇▇ INFORMATION SERVICES ▇▇▇▇▇▇▇▇ COMMUNICATIONS
CORPORATION GROUP, INC.
By: By:
----------------------------------- --------------------------------
Typed Name: Typed Name:
--------------------------- -------------------------
Title: Title:
-------------------------------- ------------------------------
Date: Date:
--------------------------------- -------------------------------
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SERVICE AGREEMENT
BETWEEN
▇▇▇▇▇▇▇▇ INFORMATION SERVICES CORPORATION
AND
▇▇▇▇▇▇▇▇ COMMUNICATIONS GROUP, INC.
ATTACHMENT B
(SERVICES PROFILE)
APPROVED: APPROVED:
"WISC" "CUSTOMER"
▇▇▇▇▇▇▇▇ INFORMATION SERVICES ▇▇▇▇▇▇▇▇ COMMUNICATIONS
CORPORATION GROUP, INC.
By: By:
----------------------------------- --------------------------------
Typed Name: Typed Name:
--------------------------- -------------------------
Title: Title:
-------------------------------- ------------------------------
Date: Date:
--------------------------------- -------------------------------
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SERVICE AGREEMENT
BETWEEN
▇▇▇▇▇▇▇▇ INFORMATION SERVICES CORPORATION
AND
▇▇▇▇▇▇▇▇ COMMUNICATIONS GROUP, INC.
ATTACHMENT C
(COMMITMENT LIST)
[TO BE DEVELOPED]
APPROVED: APPROVED:
"WISC" "CUSTOMER"
▇▇▇▇▇▇▇▇ INFORMATION SERVICES ▇▇▇▇▇▇▇▇ COMMUNICATIONS
CORPORATION GROUP, INC.
By: By:
----------------------------------- --------------------------------
Typed Name: Typed Name:
--------------------------- -------------------------
Title: Title:
-------------------------------- ------------------------------
Date: Date:
--------------------------------- -------------------------------
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[▇▇▇▇▇▇▇▇ LOGO]
1999 SERVICES PROFILE
for
COMMUNICATIONS
CORPORATE
ENERGY SERVICES
GAS PIPELINES
15
▇▇▇▇▇▇▇▇ 1999
SERVICES
INFORMATION SERVICES PROFILE
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TABLE OF CONTENTS
1XXX OPERATIONS (MAINFRAME BASELINE BILLING)...............................2
2XXX STAFF TIME............................................................5
2001 SYSTEMS DEVELOPMENT................................................5
2003 DOCUMENTATION......................................................6
2004 TECHNICAL SUPPORT..................................................8
2005 TRAINING...........................................................8
2008 NETWORK SERVICES ANALYSTS..........................................9
2009 MID-RANGE SYSTEMS SUPPORT..........................................9
2011 NETWORK OPERATIONS TECHNICIANS....................................10
2012 DESKTOP SUPPORT SERVICES..........................................10
2013 LAN/INTERNET APPLICATIONS.........................................10
2014 DISASTER RECOVERY.................................................11
2015 CAPACITY PLANNING.................................................11
2099 DATA ENTRY........................................................12
3XXX REPORTING FORMS......................................................13
4XXX SOFTWARE/HARDWARE AMORTIZATION AND MAINTENANCE.......................14
5XXX MISCELLANEOUS........................................................15
5001 DATA CENTER FLOORSPACE............................................15
5006 NEWSEDGE SUBSCRIPTION.............................................16
5007 T-MAN MONITORING FOR ▇▇▇ ENERGY MARKETING & TRADING...............17
5008 COMMUNICATION SOLUTIONS INFOFLOW MONITORING APPLICATION...........17
5009 AIMS PROCESSING FOR COMMUNICATIONS SOLUTIONS......................18
5050 ▇▇▇▇▇▇▇▇ SOLUTION CENTER SPECIAL SERVICES.........................18
5051 SECURITY SERVICES FOR WGP CENTRAL.................................18
5096 MIDRANGE BACKUP...................................................19
5097 -5128 EQUIPMENT LEASE............................................19
6XXX NETWORK..............................................................20
6001 NETWORK PORT CHARGES..............................................20
6002 ▇▇▇▇▇▇▇▇ WIDE AREA NETWORK (TWC NET).............................20
6003 NETWORK-BASED OPERATIONS (ALLOCATION).............................20
6005 INTERNET CONNECTION...............................................21
6006 FIBER BACKBONE (TULSA TOWER)......................................21
NETWORK POOLED BILLING.................................................21
8XXX TEAM W ENTERPRISE SERVICES...........................................22
8002 ▇▇▇▇▇▇▇▇ SOLUTION CENTER..........................................22
8003 CLIENT SERVER BACKUP..............................................22
8004 CLIENT SERVER STORAGE.............................................23
8005 LAN AND WEB APPLICATIONS/HARDWARE/SOFTWARE........................23
8006 IT STRATEGIC SOURCING SERVICES....................................23
8007 ENTERPRISE MODEM POOL.............................................24
DIRECT BILLED JOURNAL VOUCHERS.........................................25
DIRECT BILLED ACCOUNTS PAYABLE.........................................26
TELEPHONE AND LONG DISTANCE SERVICES...................................27
YEAR 2000 (Y2K) EXPENSE RECOVERY.......................................28
================================================================================
1999 WISC Services Page 1
16
1XXX OPERATIONS (MAINFRAME BASELINE BILLING)
▇▇▇▇▇ ▇▇▇▇▇▇, Director of Enterprise Operations
Enterprise Operations charges are billed by the Service Baseline method. To
establish the baseline, the total of all costs associated with Operations
Services is used to determine the unit cost necessary to recover expenses. The
expenses to be recovered are allocated to 14 cost pools, which represent the
various available resources. The unit cost is then applied to utilization of
that pool as reported by System Management Facility (SMF) records.* The
resources consumed in a given month are totaled and billed in baseline billing.
In this way expenses incurred to provide resources are recovered based on
consumption. Baseline rates are reviewed and adjusted quarterly by actual
expense. WISC accounting reviews the actual cost of providing resources and
makes adjustments as required on a quarterly basis.
Description
1001 Batch processing CPU consumption.
1002 Time sharing processor consumption.
1003 IMS Processor consumption.
1004 CICS processor consumption.
1005 CPU consumption by Datacomm/DB Multi-User Facility (MUF).
1006 DISK storage usage.
1007 Tape input and output.
1008 Tape mounts.
1009 Tape storage.
1010 Disk storage based on tracks occupancy per minute.
1011 Local printer usage.
1012 Remote printer usage.
1013 DB2 usage.
1014 CPU consumption related to IDMS processing.
Terminology
CICS- IBM mainframe based online transaction control and monitoring product.
CPU- Central Processing Unit. This is the instruction processor used to
perform arithmetic operations and control processes such as adding
fields together, initiating updates to disk etc... DB2- IBM mainframe
based database product.
EXCP- Execute Channel Program. This is the count of reads and writes to a
particular device.
MUF- Computer Associates' database product. Multi User Facility (MUF). MUF
is associated with Datacomm/DB processing.
OTHER BILLING METHODS
Some modified billing agreements are currently in place. Specifically, TRANSCO,
▇▇▇ (former MAPCO mainframe) and WCS AIMS processing have agreements that differ
slightly from the baseline method described above.
----------
* SMF is the mainframe-based accounting facility that captures and records
utilization of resources. The SMF data is then used to determine the
percentage of utilization for a particular business unit on a monthly
basis. This percentage determines the distribution of the expense base to
the various business units.
1999 WISC Services Page 2
17
WCS
See "5009 AIMS Processing" for a description of AIMS billing.
TRANSCO
WISC provides dedicated operations support in Houston for Transco. This service
includes mainframe, midrange and network systems scheduling, monitoring and
backup on a 7 by 24 basis. The cost for the Houston Computer Operations group
(salaries, benefits, etc.) is included in the baseline rate for CPUD. Additional
support provided includes:
o High speed printer/print distribution
o Printer support for user printers
o Transit hardware support
o Facilities management through Transco's Facility group
These expenses as well as the expense of mainframe hardware, software and
technical support are recovered in TRANSCO's baseline ▇▇▇▇.
▇▇▇▇▇▇▇▇ ENERGY SERVICES (FORMER MAPCO MAINFRAME & COMPUTER OPERATIONS BASELINE)
WISC provides support for all mainframe processing required by the former MAPCO
business units that are now part of Energy Services. All costs to provide these
services are totaled and billed to the appropriate ▇▇▇ business units at a flat
monthly rate based on a percentage of utilization. Additional operations
services are provided to ▇▇▇ at the ▇▇▇▇▇▇▇▇ South II Data Center.
The customer is billed monthly for the following services:
o Mainframe processing, Production Control Services, Monitoring and
Scheduling activities.
o Technical support for mainframe software
o Database Analyst support for Datacomm/DB
o Hardware and software expense to provide the MVS platform
o Facilities Management (See Description Under "Data Center Floor Space")
o Operations support for Mid-Range (AIX) and Server based systems (NetWare
and NT), includes Management of and cost associated with operations of data
center facilities.
o Electrical costs associated with providing electrical service up to
connection to the client's equipment located with in the data center,
including UPS / Generator costs.
o Fire Detection and suppression systems for Data Center and UPS equipment
room.
o Raised Floor Environment within WS-II 3rd floor Data Center.
o Administration of security for access to Data Center as well as the Y2K and
SE Labs.
o Weekend and Evening environment provisions for Y2K Lab.
o Routine tape media replacement costs for established backups using 8mm and
DLT tapes
o Monitoring activities for LAN Servers and AIX systems
o Operator handling and monitoring of LAN and AIX backup jobs/processes
o AIX Scheduling services
o Vaulting of Mainframe, 8mm and DLT tapes per customer's data requirements.
o Print Services and Report Distribution
1999 WISC Services Page 3
18
OTHER EXPECTED 1999 BASELINE ADJUSTMENTS*
▇▇▇ Petroleum Services' ATLAS Application
A reduction in baseline billing is expected in 1999 due to ATLAS application
migration to a distributed platform (ATLAS 2000 project). This reduction is
expected to begin in June 1999 with the full year net impact being $531,879.
Additional reductions are expected beyond 1999. 1999 Impact:
January-May $ 9,240
June-December $ 550,226
----------
Total $ 559,466
Adjusted for tape and DASD retention: 559,466 - 27587 = Net Impact of $531,879
This reduction assumes that the ATLAS 2000 project remains on schedule and is
based on information provided by ▇▇▇ Petroleum Services IS.
▇▇▇▇▇ (Operations billing only)
The mainframe-based payroll system ▇▇▇▇▇ is migrating to a distributed platform
using the PeopleSoft H/R payroll system. Complete migration is expected by
January 2000 at which point the mainframe based ▇▇▇▇▇ application will remain
dormant but accessible until 1Q2000. As represented below, it is anticipated
that cost recovery of ▇▇▇▇▇-related mainframe processing will be reduced during
1999. These amounts represent total ▇▇▇▇▇ costs for ALL ▇▇▇▇▇▇▇▇ BUSINESS UNITS
AND CORPORATE. The actual projected reduction for each business unit can be
found in budget planning data provided for each business unit.
1999 est. billing % of 1998 billing 1998 est. billing
----------------- ----------------- -----------------
1Q99 $ 180,917 50% $ 361,834
2Q99 $ 95,481 25% $ 381,927
3Q99 $ 37,188 10% $ 371,880
4Q99 $ 37,188 10% $ 371,880
---- ---------- ----------
Total $ 350,774 $1,487,521
Net baseline reduction for 1999 of $1,136,747.
The reduction assumes the ▇▇▇▇▇ to PeopleSoft conversion project remains on
schedule.
----------
* Anticipated reductions to baseline are based on a combination of known
events and "planned" events. The information shown here is based on our
best current information. Changes to these expected reductions will be
quantified, communicated and agreed upon by WISC and our client when they
are encountered.
1999 WISC Services Page 4
19
2XXX STAFF TIME
▇▇▇▇▇▇▇▇ Information Services provides ▇▇▇▇▇▇▇▇ Operating Groups and their
Business Divisions with support and services that are billed under various staff
time billing categories. These categories are detailed by billing number in the
following sections.
The hourly rate includes salary, fringe benefits, other employee expenses,
office space, workstation/software, management overhead, etc. Operations costs,
travel, and training to support these efforts, if applicable, will be charged.
Flat ▇▇▇▇ invoicing options are available to maintain steady costs, thereby
avoiding monthly billing spikes. Rates are established by creating a set charge
per month, based upon volume of FTE hours over a historical period, and
supplementing for new projected support areas. The flat ▇▇▇▇ arrangement can be
for a portion or all of projected FTE's needed.
If external contractors are used on a project, actual fees, plus administrative
overhead to cover supervision, office space, computer, telephone, etc. will be
passed through to the client.
2001 SYSTEMS DEVELOPMENT
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, MANAGER INTERNAL SYSTEMS
▇▇▇▇▇▇ ▇▇▇▇▇▇, MANAGER PAYROLL
Rate = $63 per hour.
The Systems Development Groups offer industry-wide competitive consulting
services and computer systems support for the following IS/IT areas:
o Intranet and web-based applications o SmartStream financial systems
o Lawpack
▇ ▇▇▇▇▇▇▇▇ Relocation system
o Business Partners and Common Inventory
o Health Track
o Integral's Payroll/Personnel system
o PowerBuilder/Sybase systems
o Data administration for Sybase and Oracle
o Microsoft Access
o SQL, COBOL, and Microfocus COBOL projects
o PeopleSoft HR/Payroll
o PeopleSoft Financials
The groups actively support applications running on mainframe, midrange, and
local area network/personal computer environments.
1999 WISC Services Page 5
20
2003 DOCUMENTATION
▇▇▇▇▇ ▇▇▇▇, DIRECTOR OF CUSTOMER SERVICE
Technical Writing
Rate = $42 per hour
WISC's technical writers can provide the following services for all ▇▇▇▇▇▇▇▇
platforms and operating groups:
o Online and hardcopy user and system documentation, including Online
Help and Intranet-based documentation
o Standards and policy/procedure documentation
o Presentations and graphics
o Training documentation
o Workflow and task procedures
1998 COMPLETED AND ONGOING TECHNICAL WRITING PROJECTS
OPERATING GROUP/ BUSINESS UNIT PROJECT OR DEPARTMENT TYPE OF DOCUMENTATION
---------------------------------------------------------------------------------------------------------
Communications ADs Installation, Operations, and
User
Audiomation (Global Access) User
Choice Seat User
Customer Care Customer and Intranet Homepage
Siebel (CAM) SPEC (Project Development)
▇▇▇▇ System
▇▇▇▇▇▇▇ Installation
---------------------------------------------------------------------------------------------------------
Corporate InTime User Documentation and
Training
Investor Relations Presentations:
o Analysts' Meetings
(Quarterly
Results)
o Energy Conferences
---------------------------------------------------------------------------------------------------------
1999 WISC Services Page 6
21
OPERATING GROUP/ BUSINESS UNIT PROJECT OR DEPARTMENT TYPE OF DOCUMENTATION
---------------------------------------------------------------------------------------------------------
0 Sr. Officers/Board
of
Directors'
Corporate (cont.) Treasury Meetings
Rating Agency Presentations
PeopleSoft Reference/Training
Documentation
▇▇▇▇▇▇▇▇ Performance Network SPEC Intranet site
Sr. Officers on the Intranet Intranet site
---------------------------------------------------------------------------------------------------------
Energy Services ARAMCO (for ▇▇▇▇▇▇▇▇ Intl.) Dispatch and Scheduling
Training Documentation
ATLAS 2000 application Online Help
CIS application Online Help
MAGIC (Automated Forecasting User Documentation
System)
---------------------------------------------------------------------------------------------------------
Gas Pipelines Central Gas Measurement Manual Update
---------------------------------------------------------------------------------------------------------
1999 WISC Services Page 7
22
2004 TECHNICAL SUPPORT
LAN Operating Systems
▇▇▇▇▇ ▇▇▇▇, Manager MVS/LAN Operating Systems
Rate = $63 per hour
The service includes but is not limited to the following:
o Novell and NT operating systems configuration and support
o Product research (pricing, availability, bench marking results,
usability assessment with current network configurations)
Database Administration/Online Systems
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, MANAGER DBA/ONLINE SYSTEMS
Rate = $63 per hour
The service includes but is not limited to the following:
o Evaluation, installation, and maintenance of client-requested products
o Customization of any product for the benefit of a client
o Maintenance of any back-leveled product whenever a client's
application environment prohibits new release implementation
o Services outside the WISC mainframe domain (i.e., Sybase DBA support,
Oracle DBA support)
o DBA support services include, but are not limited to, database design,
performance, and 24 x 7 system suppport.
2005 TRAINING
Training can be provided on an "as needed" basis for WISC supported products and
applications. Rates will be based on the specific resources utilized to provide
the training.
1999 WISC Services Page 8
23
2008 NETWORK SERVICES ANALYSTS
▇▇▇ ▇▇▇▇▇, Manager Network Services
Rate = $63 per hour
The service includes but is not limited to the following:
o Network design, testing and implementation
o WAN services
o Network product evaluations
o Network monitoring
o Mainframe network services
o Project management
2009 MID-RANGE SYSTEMS SUPPORT
▇▇▇▇▇ ▇▇▇▇▇, Manager Midrange Support
▇▇▇▇ ▇▇▇▇▇▇▇▇, Manager Midrange Support
Rate = $63 per hour
Flatbill = $9,100 per logical FTE, per month
Midrange Systems offers midrange consulting services and computer system
services and support for the following IS/IT areas:
o UNIX system management/administration
o HP/MPE system management/administration
o DEC/VMS system management/administration
o DEC/RSX system management/administration
o Data Center operations support of midrange servers
o Technical application support of midrange servers
o Facilities management of midrange servers
o Security management/administration of midrange servers
o Networking support of midrange servers
o Database administration of midrange servers
o Contract administration of midrange servers
o Technical project work
WISC's system administrators support Hewlett-Packard (HP/UX and HP/MPE), Digital
Equipment (Alpha/UNIX, PDP/RSX and VAX/VMS), IBM (RS/6000 and AS/400), SUN,
Sequent, and Data General (DG/UX), among others.
1999 WISC Services Page 9
24
2011 NETWORK OPERATIONS TECHNICIANS
▇▇▇ ▇▇▇▇▇, Manager Network Services
▇▇▇▇▇ ▇▇▇▇▇▇▇, Supervisor Network Operations
Rate = $37 per hour
Network-Technicians provide technical services such as, but not limited to, the
following:
o Cable management
o Communications equipment installation
o Floor build-out
o Dedicated Datacom support
2012 DESKTOP SUPPORT SERVICES
▇▇▇▇▇ ▇▇▇▇▇▇, Supervisor Desktop Support
Rate = $55 per hour
The service includes but is not limited to the following:
o All PC hardware support
o Level Two software support
o Product research (pricing, availability, bench marking results,
usability assessment with current network configurations)
o Desktop application services for spreadsheet, word processing, and
graphics products
NOTE: SPECIAL PROJECT WORK WILL BE BILLED OUT AT THE PUBLISHED RATE OF $55 PER
HOUR.
2013 LAN/INTERNET APPLICATIONS
▇▇▇▇▇ ▇▇▇▇▇▇▇, Manager LAN/Internet Applications
Rate = $63 per hour
The service includes but is not limited to the following:
o Client-server business applications
o Internet / Intranet development, HTML coding, and supporT
o Product research for major software development tools of an enterprise
nature, new hardware technology
o Testing and evaluation of hardware and software products
o Document management/imaging services
o Email administration and support
1999 WISC Services Page 10
25
2014 DISASTER RECOVERY
▇▇▇▇▇ ▇▇▇▇, Director Customer Service
Rate = $63 per hour.
WISC Disaster Recovery Planning Services is in place to provide a service
function to the companies within ▇▇▇▇▇▇▇▇ in preparing Disaster Recovery Plans.
Goals of the Service are to:
o Produce a Business Impact Analysis (BIA) for each company within ▇▇▇▇▇▇▇▇
o Produce Strategy and Cost Alternatives for management decisions
o Produce a Disaster Recovery Plan (DRP) for each company within ▇▇▇▇▇▇▇▇
o Produce a DRP for each corporate location
o Produce the process to maintain the plans
The service is intended to be a full-service, continuing process that will
establish the criteria for the plans, put the plans in place and to maintain the
plans on an on-going basis.
2015 CAPACITY PLANNING
▇▇▇ ▇▇▇▇▇▇▇, Account Manager
Rate = $63 per hour.
Capacity Planning is the process of predicting if and when system saturation
will occur. This includes determining the maximum user load and through put of
your system. The evolution of workload due to existing and new application and
the desired performance is also considered. Capacity Planning forecasts the
information technology resources required to satisfy future needs. The objective
of the capacity planning function is to analyze current workloads and reserve
capacity, provide estimates of workload growth and sizing of new applications,
and based on that information, provide estimates of the resources required to
support future workloads.
Capacity Management is the process of planning enhancements to existing systems
or evaluating the design of new systems to determine the necessary resources
required to provide adequate stability and performance at a reasonable price.
Capacity management is the function that controls, measures, and plans the
information technology resources required to meet current and future information
processing needs.
Capacity Planning focus areas include:
o Track usage by Application & Business Unit
o Include "What If" modeling
o Identify and resolve systems bottlenecks (tuning)
o Perform predictive analysis for current workloads
o Execute Saturation Analyses
o Perform historical trend analysis
1999 WISC Services Page 11
26
2099 DATA ENTRY
▇▇▇▇▇ ▇▇▇▇▇▇, Director Enterprise Operations
Rate = $38.00 per hour
Electronic key entry and verifying of data from user supplied documents, which
is required to feed applications processing on the mainframe platform for
internal ▇▇▇▇▇▇▇▇ business units.
1999 WISC Services Page 12
27
3XXX REPORTING FORMS
▇▇▇▇▇ ▇▇▇▇▇▇, Director Enterprise Operations
Business divisions that use paper sheets and stock forms for mainframe and
midrange applications output are rebilled for these resources based on actual
usage.
3001 Paper Sheets 0-Hole (Laser): 11.65(cents) per 1,000 sheets
3001 Paper Sheets 3-Hole (Laser): 12.35(cents) per 1,000 sheets
3002 Stock Forms (Impact 1Part): 17.03(cents) per 1,000 sheets
3002 Stock Forms (Impact Other): 2pt. 34.23(cents) per 1,000 sheets
3pt. 60.67(cents) per 1,000 sheets
4pt. 84.14(cents) per 1,000 sheets
Note: The charges vary as volume varies. Duplexing reports results in
significant savings to ▇▇▇▇▇▇▇▇ and is encouraged.
1999 WISC Services Page 13
28
4XXX SOFTWARE/HARDWARE AMORTIZATION AND MAINTENANCE
▇▇▇▇▇ ▇▇▇▇, Manager MVS/LAN Operating Systems
Direct billed software and maintenance surcharges will be based on the Direct
▇▇▇▇ Schedule developed during the budget process. Clients will be invoiced
according to the schedule, with adjustments to the schedule being made based on
software additions, actual expense increases or decreases, or any of the
following applicable conditions:
o Expenses include software amortization, rental, maintenance, and
applicable Technical Support and Network Services labor and
maintenance surcharges.
o Any single-client software will be direct billed to the using client.
o Any software that is used by multiple clients can be split-billed
between clients or included in the Operations Rates. This
determination is made by the IS Executive Council and the VP General
Manager of WISC. New software will be direct billed until it can be
included in the Operations Rates.
o When a client discontinues use of split-billed software, that client
is responsible for their portion of the software's expense until the
new budget year. This should allow the remaining clients time to
investigate their alternatives and not incur an out-of-budget
condition.
o When a client begins using single or split-billed software, the client
will be responsible for a portion of the software's expense as
negotiated between the using clients. Negotiation includes allocation
percentage and commencement date.
o Any software, recovered through Operations rates, that becomes a
single-client used software during a budget year will become direct
billed to the client the following year and will be excluded from the
Operations Rates.
DIRECT-BILLED PRODUCTS*
4020 TPX Products
4023 TCP/IP 4062 GEAC SmartStream System
4034 U/ACR -Unitech Systems 4093-CA PHO
4034 U/DRF- Unitech Systems 4094-QUICKFETCH/PMO
4037-4th Dimension Software 4096-CA DISSPLA
4039-Xerox HFDL/MVS Host 4098-SYSTEMWARE
4040-Cybermation DJC 4099-ROSCOE
4042-IBM - Basic/MVS 4998 PC Estimacs/Planmacs/MicroMan
4058 Gentran/NT Hardware Allocation
1999 WISC Services Page 14
29
3/31/99 3/31/04
WCG WCG
EXPENSES COMMITMENT COMMITMENT
-------- ---------- ----------
Property and Use Taxes through 1999 $ 23,779 $ 11,889
Third-Party Software Commitments $ 41,427 $ --
Miscellaneous Expenses $ -- $ --
Fixed Assets Commitments $ -- $ --
Facilities Improvements $ -- $ --
Lease Commitments $ 2,166,876 $ --
-----------------------------------------------------------------------
TOTAL COMMITMENTS $ 2,232,082 $ 11,889
30
3/31/99
WCG
TAX TYPE TAX YEAR COMMITMENT
Estimated Property Taxes - Leased Equipment 1999 $ 5,945
Estimated Property Taxes - Leased Equipment 2000 $ 5,945
Estimated Property Taxes - Leased Equipment 2001 $ 5,945
Estimated Property Taxes - Leased Equipment 2002 $ 5,945
Estimated Property Taxes - Leased Equipment 2003 $ --
Estimated Property Taxes - Leased Equipment 2004 $ --
SUBTOTAL LEASE TAXES $23,779
Estimated Property Taxes - Owned Equipment 1999 $ --
Estimated Property Taxes - Owned Equipment 2000 $ --
Estimated Property Taxes - Owned Equipment 2001 $ --
Estimated Property Taxes - Owned Equipment 2002 $ --
Estimated Property Taxes - Owned Equipment 2003 $ --
Estimated Property Taxes - Owned Equipment 2004 $ --
SUBTOTAL OWNED TAXES $ --
TOTAL TAX COMMITMENTS $23,779
Lease Equipment use taxes are estimated for the years through the longest lease
term.
31
3/31/99
WCG
SOFTWARE NAME VENDOR END DATE COMMITMENT
DIRECT REBILLS (SOFTWARE, RENTALS, MAINTENANCE, AMORTIZATION)
Gentrans/NT Hardware Allocation 25% Sterling Commerce 12/31/99 $ 1,827
PeopleSoft - Annual Maintenance (WCG 00645) PeopleSoft 9/30/99 $ 8,166
PeopleSoft - Annual Maintenance (WCG 00533) PeopleSoft 9/30/99 $ 31,434
TOTAL THIRD-PARTY SOFTWARE COMMITMENTS $ 41,427
32
FIRST QUARTER 1999 WCG COMMITMENTS
MISCELLANEOUS SERVICES AND EXPENSES
CONTRACT FIXED/ 3/31/99
EXPIRE DEDICATED/ VARIABLE MONTHLY WCG TOTAL
MISCELLANEOUS SERVICES VENDOR DATE SHARED EXPENSE AMOUNT COMMITMENT
----------------------------------------------------------------------------------------------------------------------------------
TOTAL MISCELLANEOUS COMMITMENTS $ - $ -
CONFIDENTIAL 5/26/99 Page 4 of 10
33
FIRST QUARTER 1999 WCG COMMITMENTS
FIXED ASSETS DEPRECIATION
3/31/99 3/31/99
ASSET SERIAL DATE INITIAL MONTHLY BOOK WCG TOTAL
NUMBER ASSET DESCRIPTION NUMBER ACQUIRED VALUE DEPRE VALUE COMMITMENT
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL FIXED ASSET DEPRECIATION COMMITMENT $ - $ - $ - $ -
CONFIDENTIAL 5/26/99 Page 5 of 10
34
FIRST QUARTER 1999 WCG COMMITMENTS
FACILITIES IMPROVEMENTS DEPRECIATION
MONTHLY 3/31/99 3/31/99
ASSET SERIAL DATE INITIAL DEPRE/ BOOK WCG TOTAL
NUMBER ASSET DESCRIPTION NUMBER ACQUIRED VALUE MAINT VALUE COMMITMENT
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL FACULTY COMMITMENTS $ - $ - $ - $ -
CONFIDENTIAL 5/26/99 Page 6 of 10
35
SERIAL LEASE LEASE
LOCATION TYPE ADDITIONAL INFORMATION NUMBER LESSOR SCH START END
-------- ---- ---------------------- ------ ------ --- ----- ---
WCS Houston 1174 Controller 36281 WISC Pool mtm
WCS Houston 1324 Controller 24981 WISC Pool mtm
WCS Houston 1472 Terminal 206207 WISC Pool mtm
WCS Houston 1472 Terminal 279866 WISC Pool mtm
WCS Houston 3174 Controller 23-KC525 WISC Pool mtm
WCS Houston 4028 Printer 01-N2641 WISC Pool mtm
WCS Houston 4028 Printer 01-03194 WISC Pool mtm
WCG HP HP hardware for SATCOM Platform - WISC HW-97089 5/30/97 4/30/00
Boston Teleport - HP Service Guard
WCG HP HP hardware & software for four WISC HW-97090 5/30/97 4/30/00
SATCOM teleports
WCG HP HP contract 460 two-way server WISC HW-97091 6/1/97 5/30/01
configuration for F & E platform
WCG HP HP hardware & software dual ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇ 7/19/97 2/28/02
contracts for CYCLESAT platform
WCG HP Dual K420 Lease of Hewlett Packard Dual K420 to WISC HW-97127 12/1/96 1/2/02
support & develop VBUS
WCG Sun Lease of two Sun 4000 servers & one WISC HW-97131 11/1/97 9/30/00
Sun Ultra 2300 for OSI for Network Services
WCG Sun Lease of Sun Ultra 2-1300 server for WISC HW-97147 12/17/97 3/1/01
▇▇▇▇▇▇▇▇ Wireless Oracle JAVA application
WCG Sun Lease of Sun Ultra 2-1200 server for WISC HW-97148 12/17/97 3/1/01
▇▇▇▇▇▇▇▇ Wireless Oracle JAVA application
WCG DEC Alphas Two DEC alphas 4100 5/3000 for ▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇ 3/1/97 1/27/02
project
WCG HP K460 Purchase leaseback (FMA Sch. NG) ▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇ 11/1/97 10/30/00
HP K460 server and periphals
WCG HP D270 HP D270 Openview server for ET WISC HW-990205 CHR 5/1/98 4/30/00
WCG IBM 43 Comlink IBM 43 Comlink for CS WISC HW-990205-1 CHR 5/1/98 4/30/00
WCG HP D270 HP ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇-▇ CHR 5/1/98 4/30/00
WCG HP K410 HP K410 ▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇-▇ CHR 5/1/97 4/30/00
WCG HP 979KS HP 979KS for CycleSat WISC HW-990205-6 CHR 3/1/97 2/28/02
MONTHLY MONTHLY WCG
LEASE MAINT COMMITMENT
LOCATION TYPE AMOUNT AMOUNT 3/31/99
-------- ---- ------ ------ -------
WCS Houston 1174 $ 204 $ 23 $ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ $ 145 $ 43 $ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ $ 36 $ 11 $ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ $ 36 $ 11 $ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ $ 493 $ 12 $ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ $ 173 $ 50 $ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ $ 93 $ 50 $ 228
WCG HP $ 2,912 $ 200 $ 41,557
WCG HP $ 8,310 $ 200 $ 111,739
WCG HP $ 2,300 $ 200 $ 67,205
WCG HP $ 9,738 $ 200 $ 350,818
WCG HP Dual K420 $ 9,973 $ 200 $ 348,772
WCG Sun $ 8,990 $ 200 $ 166,946
WCG Sun $ 824 $ 200 $ 26,617
WCG Sun $ 771 $ 200 $ 25,353
WCG DEC Alphas $ 5,165 $ 200 $ 185,300
WCG HP K460 $ 8,541 $ 200 $ 167,702
WCG HP D270 $ 1,411 $ 200 $ 22,043
WCG IBM 43 Comlink $ 622 $ 200 $ 11,792
WCG HP D270 $ 1,411 $ 200 $ 22,043
WCG HP K410 $ 2,842 $ 200 $ 40,651
WCG HP 979KS $ 9,320 $ 200 $ 576,300
Total Leased Equipment Commitments $ 74,309 $ 3,200 $ 2,166,876
