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Exhibit 10.5
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this "Agreement") is made, executed and delivered
as of March 28, 2000, by and between INTEGRATED INFORMATION SYSTEMS, INC., a
Delaware corporation ("IIS"), and xxxxxxxx.xxx,inc., a Delaware corporation,
("goracing").
RECITALS
A. As of the date hereof, IIS and goracing intend to enter into, among
other agreements, an Asset Purchase Agreement (the "Asset Purchase Agreement")
whereby IIS will purchase certain assets of goracing, and a Sublease Agreement
(the "Sublease Agreement") whereby IIS will assume the rights and obligations
of goracing and Action Performance Companies, Inc., an Arizona corporation and
sole shareholder of goracing ("Action"), respectively, with respect to certain
Master Lease Agreements dated December 22, 1998 and August 9, 1999,
respectively.
B. As an inducement for IIS to enter into the Asset Purchase Agreement
and the Sublease Agreement, goracing desires to purchase certain services from
IIS, and IIS desires to provide certain services to goracing upon the terms and
conditions herein set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. SERVICES OF IIS. goracing hereby agrees to purchase or shall direct
one or more of its affiliates, including without limitation, Action Performance
Companies, an Arizona corporation, to purchase $2,000,000 (the "Purchase
Amount") worth of services provided by IIS in the ordinary course of IIS's
business (the "IIS Services"). Of the Purchase Price Amount, goracing agrees to
purchase, or direct one or more of its affiliates to purchase, at fair market
value $1,000,000 (the "Annual Amount") of IIS Services between the date first
written above and one (1) year following the date first written above ("Year
One"). The obligation of goracing to purchase the Year One Annual Amount shall
include any amounts paid by goracing or its affiliates with regard to the work
orders attached as Schedule A hereto. goracing further agrees to purchase the
Annual Amount of IIS Services between the date beginning one (1) year from the
date first written above and ending two (2) years from the date first written
above ("Year Two").
2. FAILURE TO PURCHASE
(a) YEAR ONE. In the event that goracing fails to purchase the
Annual Amount of IIS Services in Year One, goracing shall pay IIS the
difference between the Annual Amount and the amount of IIS Services actually
purchased by goracing in Year One. Such payment shall be due thirty (30) days
following the end of Year One.
(b) YEAR TWO. In the event that goracing fails to purchase the
Annual Amount of IIS Services in Year Two, goracing shall pay IIS the
difference between the Annual
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Amount and the amount of IIS Services actually purchased in Year Two. Such
payment shall be due within thirty (30) days following the end of Year Two.
(c) FAILURE TO MAKE PAYMENT. If any payment is not received when due,
that amount shall bear interest from the due date at the rate of ten percent
(10%) per year until paid.
3. NOTICES. All notices of communication required or permitted hereunder
or with regard to the Base Equipment Leases shall be in writing and may be
given by depositing the same in the United States mail, addressed to the party
to be notified, postage prepaid and registered or certified with return receipt
requested, or by delivering the same in person to an officer or agent of such
party.
(i) If to goracing, addressed to it at:
xxxxxxxx.xxx, inc.
0000 Xxxx Xxxxxxxx Xxxx
Xxxxx, Xxxxxxx 00000
Attn: Chief Financial Officer
Fax: (000) 000-0000
With a copy to:
Xxxxxxxxx Xxxxxxx, LLP
0 X. Xxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxx, Esq.
Fax: (000) 000-0000
(ii) If to IIS, addressed to it at:
Integrated Information Systems, Inc.
0000 X. Xxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxxxxx
Fax: (000) 000-0000
With a copy to:
Xxxxx & Xxxxxx, LLP
One Arizona Center
000 Xxxx Xxx Xxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxxxxx Xxxxxxxxxxx, Esq.
Fax: (000) 000-0000
4. GENERAL PROVISIONS.
(a) ENTIRE AGREEMENT. This Agreement contains the entire agreement
and understanding among the parties hereto with respect to the subject matter
hereof, and supersedes
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all prior and contemporaneous agreements, understandings, inducements and
conditions, express or implied, oral or written, of any nature whatsoever with
respect to the subject matter hereof.
(b) CONTROLLING LAW. This Agreement and all questions relating to
its validity, interpretation, performance and enforcement, shall be governed
by and construed, interpreted and enforced in accordance with the laws of the
State of Arizona, notwithstanding any Arizona or other conflict-of-law
provision to the contrary.
(c) COSTS AND FEES. goracing agrees to reimburse IIS and IIS agrees
to reimburse goracing for any reasonable costs and expenses, including
attorney's fees incurred by such party in connection with the enforcement or
preservation of any rights or remedies of the other party under this Agreement.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS SERVICE AGREEMENT AS OF
THE DATE FIRST ABOVE WRITTEN.
IIS:
INTEGRATED INFORMATION SYSTEMS,
INC., a Delaware corporation
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Its: Vice President
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GORACING:
xxxxxxxx.xxx,inc., a Delaware corporation
By: Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Its: ____________________________________
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SCHEDULE A
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[INTEGRATED INFORMATION SYSTEMS LOGO]
WORK ORDER #008
IN CONNECTION WITH THE MASTER CONSULTING SERVICES AGREEMENT
PROJECT NAME: GORACING ASP AND HTML DEVELOPMENT
This Work Order is made pursuant to the Master Consulting Services Agreement
(the "Agreement") effective on October 19, 1999 between Integrated Information
Systems, Inc. ("IIS") and XxXxxxxx.xxx ("Client") and is incorporated therein
by reference. Capitalized terms not otherwise defined have the meanings
provided in the Agreement.
1. Services. IIS shall perform the Scope of Work identified below for Client.
Any dates provided are estimates only.
Provide two months of interim development support utilizing ASP and HTML.
2. Rates.
The hourly rates shown below shall be applicable to this Work Order only for
the Scope of Work set forth above. Any hours incurred outside of the scope
of this agreement will be billed at a rate specified below.
RESOURCE RATE ESTIMATED HOURS
------------------------------------------------------
ASP/HTML $130 320
Developer
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HTML Developer $125 320
------------------------------------------------------
Any services performed by IIS not included in the Scope of Work shall be
performed by IIS at an hourly rate based on standard rate schedule.
Work Order #008--Page 1 of 2
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IIS invoices shall be directed to Client's representative for payment at the
address shown below.
Client Contact for Invoices: Xxxx Xxxxxxxx
Company Name: XxXxxxxx.xxx
Address: 0000 X. Xxxxxxx Xx., Xxxxx, XX 00000
Phone #: (000) 000-0000
E-Mail Address: xxxxxxxxx@xxxxxxxx.xxx
3. Commencement Date. Services under this Work Order will begin on or about
March 23, 2000 and will continue until May 19, 2000 or until the Scope of
Work is finished by IIS.
THEREFORE, the parties have executed this Work Order in duplicate originals.
INTEGRATED INFORMATION SYSTEMS, Inc. CLIENT
0000 X. Xxxxxxxxxxxx Xxxx. #000 XxXxxxxx.xxx
Xxxxx, Xxxxxxx 00000-0000 0000 X. Xxxxxxx Xx.
Xxxxx, XX 00000
IIS MANAGEMENT APPROVAL
By: ______________________________ By: ______________________________
Signature
__________________________________ __________________________________
Name (Print) Name (Print)
__________________________________ __________________________________
Title Title
__________________________________ __________________________________
Date Date
Work Order #008--Page 2 of 2
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[IIS LOGO]
Integrated Information
S Y S T E M S
WORK ORDER #007
IN CONNECTION WITH THE MASTER CONSULTING SERVICES AGREEMENT
PROJECT NAME: GORACING NETWORK ADMINISTRATOR SUPPORT
This Work Order is made pursuant to the Master Consulting Services Agreement
(the "Agreement") effective on October 19, 1999 between Integrated Information
Systems, Inc. ("IIS") and XxXxxxxx.xxx ("Client") and is incorporated therein by
reference. Capitalized terms not otherwise defined have the meanings provided in
the Agreement.
1. Services. IIS shall perform the Scope of Work identified below for Client.
Any dates provided are estimates only.
Provide interim support for the xxxxxxxx.xxx web site and supporting
infrastructure during transition stage of attaining a signed agreement
for site hosting.
2. Rates.
The hourly rates shown below shall be applicable to this Work Order only for
the Scope of Work set forth above. Billing rate will be at $150.00/hr.
RESOURCE RATE ESTIMATED HOURS
------------------- -------- ---------------
Xxxxxx Xxxxxx 150.00 80
Xxxxxxx Xxx 150.00 80
Any services performed by IIS not included in the Scope of Work shall be
performed by IIS at an hourly rate based on standard rate schedule.
Work Order #007--Page 1 of 2
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IIS invoices shall be directed to Client's representative for payment at the
address shown below.
Client Contact for Invoices: Xxxx Xxxxx
Company Name: XxXxxxxx.xxx
Address: 0000 X. Xxxxxxx Xx., Xxxxx, XX 00000
Phone #: (000) 000-0000
E-Mail Address: xxxxxx@xxxxxxxx.xxx
3. Commencement Date. Services under this Work Order will begin on or about
March 22, 2000 and will continue until April 7, 2000 or until the Scope of
Work is finished by IIS.
THEREFORE, the parties have executed this Work Order in duplicate originals.
INTEGRATED INFORMATION SYSTEMS, Inc. CLIENT
0000 X. Xxxxxxxxxxxx Xxxx. #000 XxXxxxxx.xxx
Xxxxx, Xxxxxxx 00000-0000 0000 X. Xxxxxxx Xx.
Xxxxx, XX 00000
IIS MANAGEMENT APPROVAL
By: ______________________________ By: ______________________________
Signature
__________________________________ __________________________________
Name (Print) Name (Print)
__________________________________ __________________________________
Title Title
__________________________________ __________________________________
Date Date
Work Order #007--Page 2 of 2
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WORK ORDER #003
IN CONNECTION WITH THE MASTER CONSULTING SERVICES AGREEMENT
PROJECT NAME: B2B OPERATIONS MODEL DESIGN
This Work Order is made pursuant to the Master Consulting Services Agreement
(the "Agreement") effective on August 27, 1999, between Integrated Information
Systems, Inc. ("IIS") and Action Performance ("Client") and is incorporated
therein by reference. Capitalized terms not otherwise defined have the meanings
provided in the Agreement.
1. Services. IIS shall perform the Scope of Work identified below for
Client. Any dates provided are estimates only.
1. PROJECT INITIATION
- Business Case Development
2. DEFINE SYSTEM REQUIREMENTS
Define Objectives
- Business Requirements
- Quality Requirements
Define Business Model
- Business Process Design
3. DEVELOP CONCEPTUAL DESIGN
Develop Positioning
- Develop Conceptual Design
- Review Design with Task Force
- Update Business Functions and Process
- Document Changes to Conceptual Design
4. SYSTEM DESIGN ALTERNATIVES
Investigate Alternatives
- Review Software Policy
- Review HW/SW/COM Environment
- Identify Development Alternatives
- Produce Pro's and Con's
- Define Screening Criteria
- Determine Process to Rank Candidates
- Develop Implementation Recommendations
Prepare Project Impact Analysis
- Approximate Cost
- Produce Software Development Plan
- Prepare Economic Analysis
- Identify Risks
- Draft Impact Part of Conceptual Vision Document
5. MANAGEMENT REVIEW AND APPROVAL
Work Order #003 -- Page 1
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Present Conceptual Vision Document
- Complete Draft of Conceptual Vision Document
- Review with Task Force
- Finalize and Issue Report
2. Estimate and Rates.
The hourly rates shown below shall be applicable to this Work Order only for
the Scope of Work set forth above. The overall "in good faith estimate" for
work authorized in section one is estimated to be $132,267 and will be
completed by April 28th, 2000. The date specified is achievable given
approval cycles are adequately met and appropriate project sponsorship is
allocated by Action Performance.
Any services performed by IIS not included in the Scope of Work shall be
performed by IIS at the hourly rates specified below with prior approval.
RESOURCE RATE HOURS FEES
-------- ---- ----- --------
Project Manager $225 84 $18,697
eBusiness Architect $265 222 $58,724
Sr. Consultant $165 322 $54,846
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Total 638 $132,267
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IIS invoices shall be directed to Client's representative for payment at the
address shown below.
Client Contact for Invoices: Xxxx Xxxxx
Company Name: Action Performance
Address: 0000 X. Xxxxxxxx Xx.
Xxxxxxx XX 00000
3. Commencement Date. Services under this Work Order will begin on or about
February 29, 2000 and will continue until April 28th, 2000 or until the Scope
of Work is completed by IIS.
THEREFORE, the parties have executed this Work Order in duplicate originals.
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INTEGRATED INFORMATION SYSTEMS, Inc. CLIENT
0000 X. Xxxxxxxxxxxx Xxxx. #000 Xxxx Xxxxx
Xxxxx, Xxxxxxx 00000-0000 0000 X. Xxxxxxxx Xx.
Xxxxxxx, XX 00000
By: /s/ Xxxx X. Xxxx By:
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Signature Signature
Xxxx X. Xxxx
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Name (Print) Name (Print)
VP of Sales
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Title Title
2/25/2000
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Effective Date Date
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Work Order #003--Page 2
