IMAGE TECHNOLOGY INC.
Subcontractor Agreement
This agreement is entered into and made effective as of August 1, 1996, by
and between Image Technology Inc. (prime contractor), a corporation organized
under the laws of the State of Nevada and having its principal place of business
in Encinitas, California and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (subcontractor) having its
principal place of business at Dayton, Ohio.
1. Definitions.
1.1 "Computer hardware" or "Hardware" shall mean the computer hardware
and devices listed on Schedule One, attached hereto and made a part hereof, or
such other computer hardware and devices as may be substituted.
1.2 "User Documentation" shall mean all documentation normally made
available relating to the use of the computer hardware by customer personnel.
1.3 "Maintenance Documentation" shall mean all documentation related
to the maintenance or servicing of the computer hardware, including, but not
limited to, maintenance manuals, diagnostic and other maintenance software,
schematics, interfaces, and communication operation.
1.4 "Installation Services" shall mean the installation, set-up, test
and related services for the computer hardware which are required to make the
computer hardware usable by the customer.
1.5 "Project Management" shall mean the activities normally associated
with coordination and execution of computer hardware projects including, but not
limited to, prepared project plans, status reporting, escalation procedures, and
appropriate communication methods required for successful project completion.
1.6 "Kiosk Enclosure" shall mean the computer hardware housing
supplied to produce a device usable by the public including, but not limited to,
the frame structure, associated electrical and environmental supports, related
signage and paint, and internal storage facilities.
1.7 "Customer" shall mean Image Technology Inc.'s end user customer
intended to operate the agreement's related computer hardware.
2. Term of Agreement. The term of this agreement is for thirty-nine months,
starting upon the agreement's effective date, with an option to extend the
relationship for an additional one years upon the discretion of Image Technology
Inc.
3. Cancellation Clause. This agreement may be canceled by Image Technology
Inc. in the event that subcontractor performance associated with Schedule One
activities is deemed, through written notice, by the customer as being
unsatisfactory and jeopardizes the customer's continuation of their relationship
with Image Technology Inc. Subcontractor shall have forty five days following
notice from the prime contractor to correct or cure performance of activities
deemed to be unsatisfactory. This agreement may also be canceled should the
customer discontinue funding for the contract held by Image Technology Inc.
which is related to this agreement.
4. Payments. Image Technology Inc. shall make payment to the subcontractor
for activities completed upon customer acceptance of activities related to
Schedule One and within 45 days following receipt of such notification from the
customer. In the event of cancellation of this agreement pursuant to section 3,
the prime contractor will not be responsible for payment related to specifically
documented activities with unsatisfactory performance related to Schedule One or
any future Schedule One activities. Billing is to be in accordance with Section
11 of the attached Schedule One.
5. Insurance. Subcontractor shall maintain insurance for their equipment
and personnel related to the performance of this agreement.
6. Shipment and Delivery. Subcontractor shall utilize industry standard
methods for shipment of computer hardware. Packaging should be consistent with
requirements for readily usable computer hardware upon delivery. Delivery shall
be coordinated with prime contractor's project manager or designee and should
not be disruptive to the customer.
7. Documentation. Subcontractor shall supply all related user documentation
and maintenance documentation associated with their activities on Schedule One.
This documentation shall be delivered upon commencement of Schedule One
activities. Electronic and paper versions shall be delivered and quantities will
be appropriate for the related activities (i.e. three copies for central
locations versus one per customer branch location).
8. Installation Services. Subcontractor shall perform installation services
consistent with customer and prime contractor direction. Personnel shall perform
in a professional and work man like manner such that minimal disruption to the
customer occurs.
9. Compliance with Laws. Subcontractor shall perform Schedule One
activities consistent with existing Federal and State regulations. This
includes, but is not limited to, related certifications (UL, FCC, etc.),
maintaining a drug free workplace, and operating their business with regard to
nondiscrimination of employees. Direct or indirect discrimination includes race,
color, religion, sex, handicap, and national origin or ancestry elements
associated with subcontractor's employment practices. Notification of violation
of any of these laws or regulations shall be made immediately to the prime
contractor.
10. Indemnification.
10.1 Subcontractor shall defend or settle, at its own expense, any
cause of action or proceeding brought against the prime contractor or the
customer which is based on a claim that the computer hardware, kiosk enclosure,
or provided services infringes any patent, copyright, trade secret, or other
proprietary right and shall indemnify and hold the prime contractor and the
customer harmless against any and all costs, expenses and judgments, including
an award of attorneys' fees, that may be awarded against the prime contractor or
the customer as a result of the foregoing. Prime contractor will provide
(1) prompt written notice of the claim; (2) all requested information that prime
contractor possesses about the claim; (3) reasonable cooperation and assistance;
and (4) sole authority to defend or settle the claim. Subcontractor is not
obligated to indemnify prime contractor if the alleged infringement is based on
the use of the product with other products not furnished directly by
subcontractor or if anyone other than subcontractor has modified the product.
10.2 Subcontractor agrees to indemnify, defend and hold harmless the
prime contractor and the customer, their officers and employees from all claims
and suits including court costs, attorneys' fees, and other expenses caused by
any act or omission of subcontractor or its employees.
11. Warranty.
11.1 Subcontractor warrants that computer hardware, kiosk enclosure,
and services will, under normal use and service, be free from defects in
material and workmanship for a period of 90 days following customer acceptance
and will meet currently published or mutually agreed specifications during the
term of this agreement. Should the computer hardware, kiosk enclosure, or
services fail to meet the warranties of paragraph 11.1, the prime contractor
will provide written notice during the applicable warranty period and
subcontractor shall correct such failure by repair, replacement, or adjustment
in a timely manner. Subcontractor shall bear all associated costs related to
this repair, replacement, or adjustment.
11.2 THE WARRANTIES STATED ARE IN LIEU OF ALL OTHER WARRANTIES,
WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN
NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT.
12. Confidentiality. The terms of this agreement between the prime
contractor and the subcontractor are considered confidential. The subcontractor
shall not disclose to any private or public concern information concerning this
agreement without prior written consent from the other party. Related
information includes prices, customer identification, computer hardware
supplied, services supplied, or kiosk enclosures supplied relative to this
agreement.
13. Notices. All notices to be made under this agreement shall be in
writing and sent to subcontractor:
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and addressed to Image Technology Inc
Image Technology Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
14. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF
RESPECTIVE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF.
15. General.
15.1 This agreement is the sole agreement between the parties relating
to the subject matter hereof and supersedes all prior understandings, writings,
proposals, representations or communications, oral or written, of either party.
This agreement may only be amended by an instrument executed by the authorized
representatives of both parties.
15.2 This agreement shall be interpreted in accordance with the
substantive laws of the State of California. Both parties agree to use good
faith efforts to resolve any dispute promptly and fairly. If the parties are
unable to resolve a dispute by negotiation, both parties agree to submit it to
non-binding mediation conducted by a mutually selected mediator or, at the
option of either party, by the American Arbitration Association ("AAA").
15.3 Neither this agreement nor any right or obligations it governs
may be assigned or delegated by the subcontractor without the prior written
consent of the prime contractor, which consent shall not unreasonably be
withheld.
15.4 Neither party is liable for failing to fulfill its obligations
due to acts of God, civil or military authority, war, riots, strikes, fire, or
other causes beyond its reasonable control, except for the obligation to make
payments.
IMAGE TECHNOLOGY INC.
By:
Title:
Date:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
By:
Title:
Date:
Schedule One
Subcontractor Agreement dated August 1, 1996
1. SCOPE. This schedule is related to supplying computer hardware and
services for the State of Indiana BWC RFP #1 Self Service Vehicle registration
Renewal program. Unless defined elsewhere in this Schedule One, the terms and
conditions within the associated subcontractor agreement shall govern the
delivery of the requested computer hardware and services.
1.1 Under the terms and conditions of this Agreement, and in
accordance with the provisions of the ITI/NCR proposal (the "Proposal") dated
May 17, 1996, and in response to the State of Indiana Bureau of Motor Vehicles
Commission ("Customer") Request for Proposal #1 ("The RFP"), ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
("NCR") and ITI Corporation ("ITI") will provide the hardware, software,
supplies and services as specified herein.
1.2 Deliverables Matrix.
Deliverable Responsibility
Printers ITI
Media ITI
Program Management NCR
All S/W development NCR
Facilities Management ITI
S/W Maintenance NCR
H/W Maintenance NCR
SST installation NCR
Printer installation phase 1-2 ITI
Printer installation phase 3 ITI
Customer billing ITI
SST/Field office provisioning ITI
Financing N/A
2. TERM.
2.1 The initial term of this Agreement ("Initial Term") will begin on
the date of execution of the ITI Subcontractor Agreement., and will run
concurrent with the period of performance of ITI's contract with the Customer
unless extended by mutual written agreement of the parties.
3. HARDWARE, SOFTWARE, SUPPLIES AND SERVICES.
3.1 Hardware. All Hardware deliverables shall be as set forth in
Section 11.
3.1.1 Delivery Schedule. All NCR equipment will be shipped by NCR
in accordance with ITI instructions through the designated program manager and
consistent with the RFP requirements, or as the parties may otherwise agree in
writing. Respective parties will be responsible for freight, shipping and
insurance charges.
3.1.2 Hardware Integration. ITI will be responsible for providing
all decal printers for this effort. ITI will perform all necessary hardware
integration activities needed to integrate the ITI printer and the NCR 5665
including:
1. Obtain U/L/FCC and any other applicable approvals for the
ITI printer.
2. Supply facia enclosure which surrounds the ITI printer
and NCR 5665 which meets with NCR hardware operating minimum requirement. ITI
will make any necessary engineering changes needed to maintain published 5665
operating environment.
3. Supply environmental control unit to be installed in
facia enclosure to maintain published 5665 operating environment requirements
for the 5665 as noted above.
4. Jointly develop site preparations documentation for
installation of the combined ITI printer and 5665.
5. Develop user operator manuals for the ITI printer.
6. Develop technical field engineering manual/training guide
for hardware maintenance.
7. Supply final technical documentation.
3.2 Software. NCR will be responsible for all S/W development as
described in the RFP SOW and includes:
1. Managing third party subcontractors to develop S/W
deliverables.
2. Develop S4 interface.
3. Develop SST enclosure software interface.
4. S/W testing/pilot acceptance testing.
5. Provide pricing to cover S/W development/royalty costs.
6. ITI is responsible for software escrow and all associated
costs.
3.3 Media. ITI will supply all Printer and 5665 SST consumable
media for this project.
3.4 Communications. ITI will be responsible for the installation
and costs for all network communications. ITI will be responsible for the all
monthly communications costs. The NCR program manager will be responsible for
the ordering of SST communications lines for phases I of the program and for
each of the 5 blocks requested by the State.
4. FACILITIES.
4.1 Facility Operation. ITI will use Professional Data Dimensions
( PDD) (or other qualified personnel) and be responsible for all server
facilities operation. ITI server operation activities will include:
1. performing routine reports generation.
2. network management.
3. reconfiguring network as devices are added.
4. resolving network communications problems.
5. performing downstream terminal loads/software updates as
required.
6. updating server software as required.
7. general server operation.
8. generate customer reports.
9. maintain consumable inventory.
10. Monitor ▇▇▇▇▇▇ or an equivalent network monitor service.
4.1.1 Leases. ITI will be responsible for negotiating leasing
arrangements with non Customer owned/leased sites where SST/printers are to be
installed.
5. INSTALLATION.
5.1 NCR Responsibilities. NCR will be responsible for the installation
of all NCR equipment to operate the proposed system required for Phase I and any
other future NCR supplied equipment. NCR will complete all installations in
accordance with Customer requirements and ITI instructions, or as the parties
may otherwise agree in writing. A site installation is complete once the
equipment has been fully installed, tested, and certified operational by
Customer personnel.
5.2 Components of NCR Installation. Installation will be limited to
the following functions:
5.2.1 Scheduling the installation.
5.2.2 Unboxing the equipment (assist ITI rigger)
5.2.3 Verifying the equipment is not damaged.
5.2.4 Install equipment.
5.2.5 Set up the equipment and run hardware diagnostics.
5.2.6 Cleaning up and removing packing materials.
5.2.7 Documenting all work.
5.2.8 Notifying ITI Manager of progress and completion.
Installation does not include Field upgrades to equipment, installation or
assembling of component parts (except as described above), or custom
modification of equipment.
Installation assumes that Factura has performed all ALCT activities at
their staging location including software loading and assembling of the 5665,
and integration with the ITI printer within the Factura enclosure. Hardware
installation quoted is a level of effort for 2 hours in addition to the bundled
5665 installation pricing. ITI agrees to renegotiate installation pricing with
the Customer if the size of the integrated SST/printer requires additional
installation time due to site physical constraints such as narrow door ways etc.
ITI will subcontract with a rigger who will move the integrated SST/printer to
its installation location.
ITI will be responsible for installation and supplying of all standalone
printer related hardware during all phases of the program. NCR will bundle
installation services costs into the price for additional SSTs that may be
optionally purchased as referenced in the RFP.
5.3 Field Implementation. ITI will be responsible for ensuring that
all prerequisite work is completed by Customer five days prior to the scheduled
installation date. The NCR Program Manager will be responsible for
notifications, equipment demand orders, exception planning, and contingencies
relating to site surveys, equipment deliveries, equipment conditions,
installations and necessary paperwork.
5.4 Site Surveys. Site surveys will be co-developed by ITI, NCR, and
the Customer personnel from the various site locations NCR will conduct site
surveys for all SST/printer installations. Site surveys will not be required by
NCR for those sites which require only over the counter printer installation.
5.5 ITI Responsibilities. ITI will deliver the fully integrated
equipment from the ITI staging facility to the Customer sites in accordance with
the RFP requirements and the NCR installation delivery schedule. The NCR program
manager will manage the site preparation activities performed by the Customer
and by ITI identified contractors for non customer locations during all phases
of the contract. ITI is responsible for installation of all standalone printers
and all user training for system components delivered during the term of the
contract.
6. TRAINING. All NCR field personnel will be fully trained at the Technical
Education Center in Dayton, Oh. ITI will provide NCR a printer, environmental
control unit and all required media and consumables at no charge to be installed
at TEC for field engineering training. NCR will also supply a 5665 for training
purposes. NCR will provide ITI with a training course template to assist ITI in
developing courseware to train NCR technicians. ITI agrees to train the
designated NCR trainers in the installation, troubleshooting, preventative
maintenance and operation of ITI supplied components and provide all required
documentation and all future training required to accommodate changes or
retrofits.
6.1 ITI Requirements.
6.1.1 Service Manual. ITI will supply NCR with sufficient copies
of the printer service manual (SAMM) and any required updates to meet the
specified documentation requirements for training and maintenance.
6.1.2 Printer. ITI will provide training on the printer on a
mutually agreed upon Implementation/Installation team. This training will
include a complete service manual and any related documentation necessary to
fully train the Field personnel. The level of training will designed to enable
the support people to effectively manage Customer support calls and transfer the
knowledge to other members of the support team; and to enable the Technical
Education person to develop a standard training class of NCR Customer Engineers
who will support the Customer, and to enable the Implementation/Installation
team members to successfully install the equipment at the Customer sites
(including trouble shooting and problem resolution) and to train the other
members of the Implementation/Installation team.
6.1.2.1 Hardware to NCR. Upon completion of the Training
program and Customer acceptance, ITI will deliver to the Rockville NCR Support
organization one complete printer assembly This equipment will be retained by
the Rockville NCR Support organization for the life of the project.
6.1.2.2 Hardware to CTEC. ITI will deliver to the NCR
Technical Education organization one printer assembly to be retained by the NCR
Technical Education (CTEC) organization for on-going training during the life of
the project.
7. MAINTENANCE.
7.1 Remedial and Preventative Maintenance.
7.2 ITI Printer Maintenance Pricing. Printer maintenance will be based
on MTBF information provided by ITI. NCR has developed the yearly maintenance
rates contained herein based on the RFP response requirements and ITI MTBF
assumptions expressed in terms of quantity and duration of service calls per
unit per year. If actual experienced failure rates exceed this basis of estimate
as computed for all of the units installed, ITI will be charged on an T&M basis
at an hourly rate per service call over the mutually agreed upon basis of
estimate rate consistent with the following formula. Additional hourly costs
will be calculated and billed to ITI quarterly. NCR will deliver up to 4 hours
of maintenance per printer per year. As an example, if two printer units are
installed, and only one unit consumes 6 hours of service in one year, ITI would
not be billed for 2 hours additional service, as the 8 hour (2 units x 4 hours )
maintenance threshold had not been exceeded. Maintenance hours not utilized in
their quoted year do not carry over as maintenance credits towards other years.
All maintenance services will be. governed by the provisions of Section 13 of
this schedule.
7.3 NCR at it's sole discretion may propose to negotiate fixed
hardware maintenance pricing upon further evaluation as actual reliability data
becomes available.
7.4 Required Field Retrofits. ITI will provide NCR with all parts and
documentation required to complete any field retrofits that may be necessary
during the contract period ITI will be billed the agreed upon hourly rate to
have NCR complete the retrofits.
7.5 Spare Consignment Parts Processing.
7.5.1 NCR will provide all necessary spare parts for NCR supplied
equipment at a level sufficient to maintain the contract requirements for
response times.
7.5.2 ITI will provide NCR with spare parts and required
components on a consignment basis at mutually agreed upon sparing levels for all
ITI supplied equipment.
7.5.3 Spare parts kits will be replenished by ITI with parts as
they are re- ordered. ITI will bear all shipping and rework expenses.
7.5.4 Zebra Printers and all spare components requiring rework
will be shipped back to ITI for repair. ITI will bear all shipping and rework
expenses.
7.5.5 Emergency spare parts shall be made available by ITI if
rework times fall behind the field requirements to meet the contract repair
response times ITI will bear all expedited shipping and rework expenses.
7.5.6 NCR will maintain inventory records of all consigned parts
and provide tracking of field repair incidents and reporting to ITI on a
quarterly basis. This report will be utilized to make periodic revisions to the
sparing levels.
7.5.7 Spare Parts Kit Definition. A fully configured ITI printer
will be located in the Indianapolis sparing facility in addition to two complete
spare parts kits. The remaining three sparing locations (Evansville, Ft. ▇▇▇▇▇,
Cocamo/▇▇▇▇) will be supplied with one spare parts kit each. The spare parts kit
definition will be reevaluated as required with State of Indiana input and with
consideration for latest engineering version of the ITI printer. ITI spare parts
kits will contain the following parts:
Zebra printer assembly
Applicator module
Power supply
Cables
Environmental control unit
Additional major subassemblies as mutually agreed upon
Valley printer interface units
8. SERVICE.
8.1 General Requirements. NCR will provide Level I and Level II
support and service as required to support the Customer for the System. This
support and service shall be for all hardware and software including that of
ITI, NCR and third parties. NCR will also service the operating system and all
application software. This includes hardware replacement, subsequent reload of
software and confirmation that the application software is again operating
properly.
The Application development subcontractors for this program will
provide all Level III support and service as well as any additional support and
service required. Level III support activities will include developing fixes for
identified software "bugs", assisting in problem diagnosis, and supplying
interim work around solutions until permanent fixes are installed. Additionally,
ITI Level III support will include assisting in problem diagnosis and supplying
interim work around solutions for all ITI provided hardware. An ITI Level III
analyst will respond to trouble calls initiated by NCR personnel in a time frame
which will allow NCR to meet the Customer's response time requirements. Any
delays due to ITI's failure to respond to NCR in a timely manner or time
utilized by ITI which is excessive when compared to the other subcontractors
response times to resolve the trouble call shall not be assessed against the NCR
response time requirement.
8.2 Specific Support Components.
8.2.1 Service calls will be generated by State of Health messages
automatically through the ▇▇▇▇▇▇ network management system or server software
module with equivalent network management functionality as described in the RFP.
State of Health error messages requiring the dispatch of an NCR field engineer
will be documented and mutually agreed upon. Over the counter printer
maintenance calls will be placed by the customer or by the facilities management
point of contact who will contact NCR dispatch for field engineering support if
a dispatch is needed.
NCR will provide all tier II call service support including
troubleshooting and diagnostics via a manual toll-free service help desk. All
other help desk support shall be in accordance with normal Customer business
hours. NCR will internally rotate calls to the Level II/Level III resources who
will in turn dispatch Field engineers or escalate the problem to ITI Level III
for resolution.
8.2.2 NCR will provide all on-site remedial and preventive
maintenance for all equipment. The Field engineer will obtain necessary service
parts from the NCR parts logistics system, coordinate response with the customer
including estimated time of arrival on site, resolve the problem and close the
call.
8.2.3 NCR will provide all necessary spare parts planning,
logistics support, and computerized accountability systems to support the
necessary parts deployment. ITI will approve all inventory levels for these
depots. NCR will provide procedures governing the ordering and return of parts
so as to ensure accountability.
8.2.4 NCR will provide all NCR supplied spare parts at no
additional cost to ITI and ensure that proper stock levels at the depots are
maintained. ITI will supply and consign to NCR all required ITI parts.
8.2.5 NCR will provide all necessary training and documentation
to support the Field engineers and Level I/II support engineers. NCR will
maintain the necessary documentation as required. ITI will provide necessary ITI
technical and hardware updates to NCR.
8.2.6 NCR will participate in periodic reviews to report and
discuss service performance. These reports shall include. but be limited to,
number of calls received by each service location, response time, repair time,
and parts used in effecting repairs. The frequency of these reviews will be
mutually agreed upon.
9. CHANGE CONTROL PROCEDURE.
9.1 Change Control Process. The "Change Control Process" governs
changes to the Project scope and deliverables during the life of the Project.
The purpose of this process is to coordinate and properly document the
development, installation and evaluation of new features and functionality
during the Project. The process will apply to new Project components and to
enhancements of existing Project components. The Change Control Process will be
implemented from the start of the Project and will continue throughout the
Project's duration.
9.2 Change Request. A "Change Request" will be the vehicle for
communicating any desired changes to the Project Manager for the other party in
the format identified in Attachment A attached hereto.
9.2.1 Review. Both NCR and ITI will review the proposed Change
Request and either approve it for further study or reject it. The amount and
payment of the costs of further study, if any, will be agreed upon by both NCR
and ITI. The results of the study will be used to determine the effect that the
implementation of the Change Request will have on the Project cost and schedule.
9.2.2 Sign. Once the parties have evaluated the Change Request,
NCR and ITI will complete and sign a Change Request Evaluation Response Form in
the format identified in Attachment B attached hereto.
9.2.3 Presentation to Customer. ITI will submit the agreed
changes to Customer for approval.
10. MANPOWER.
10.1 Program Management. NCR will provide level of effort Program
management for both phase I and each of the 5 blocks requested by the Customer
as specified below:
1 Technical program manager for 6 months to manage S/W development
effort.
Program manager for .75 man years to manage Pilot and phase I rollout.
1 Program manager for .25 man years to manage the implementation of
systems identified in each of 5 purchase blocks, additional program
management services may be purchased from NCR upon request.
11. RATES AND PAYMENT.
1. NCR agrees to not to participate in transaction revenue splitting
for the base contract deliverables and will invoice ITI according to the
following terms. The transaction revenue sharing split described in Section 11.1
will be used for incremental revenue opportunities that may be realized over the
course of the contract. Incremental revenue opportunities refers only to
opportunities related to the self service vehicle registration renewal project
scope within the ITI/State of Indiana contract.
2. NCR will invoice ITI for the total Phase I price in three equal
33.333% increments. Invoices will be submitted to ITI on, September 30, 1996,
November 30, 1996 and upon Customer acceptance during Ql 1997.
3. Phase I pricing includes all hardware, software, maintenance,
program management, system development, associated back office hardware, 11
NCR/ITI SSTs, and maintenance for 100 ITI stand alone printers as set forth in
this document. Please refer to attached price matrix (Rev 4) for Phase I prices.
4. Pricing has also been provided for each of the 5 blocks of
equipment. This pricing includes pricing for 5 NCR/ITI SSTs associated hardware,
software, installation and maintenance, in addition to maintenance for 39 ITI
stand alone printers and 90 days of program management to manage the
implementation of these systems. Block pricing has been established for the
quarter that the equipment is to be installed. ITI will be invoiced after the
systems have been installed and accepted by the Customer. Please refer to
attached price matrix (Rev 4) for Block 1-5 prices.
5. Pricing for additional 5665/ITI SSTs over the 36 units specified
has been submitted based on the quarter that the unit is installed. This pricing
is consistent with the pricing submitted for the 5 blocks. Price includes NCR
hardware, software, maintenance, installation and program management to perform
the implementation. ITI will be invoiced upon system acceptance.
6. Pricing for additional stand alone ITI printer maintenance over the
306 units required has been submitted based on the quarter that the unit is
installed. This pricing is consistent with the pricing submitted for the 5
blocks. Price includes NCR hardware maintenance pricing only. ITI will be
invoiced upon system implementation.
7. All hardware and software maintenance will be billed one quarter
(90 days) in advance on the first day of each quarter of the current year.
Maintenance billing for products installed during a quarter will be billed on
the first day of the following quarter. For example, for a printer installed
during February, an invoice for 5 months of maintenance would be generated on
April 1, and consist of two months maintenance in arrears plus 3 months prepaid
maintenance.
11.1 Optional Transaction Revenue Opportunities Proposed Transaction
Revenue Split terms for additional revenue beyond the scope of the current
contract for incremental revenue opportunities described in 11.0.1 are set forth
below. Paragraphs 11.1.1-4 will be used only if NCR is to participate in revenue
sharing on a per transaction basis; otherwise, payment terms specified in this
Schedule apply:
1. NCR will provide to ITI a firm fixed bid price for all NCR
deliverables provided under this agreement expressed as a revenue percentage of
each transaction for the minimum number of guaranteed transactions and as a
price per minimum number of guaranteed transactions. The revenue percentage will
be used in case the price is different after the minimum number of transactions
is reached. and will be calculated according to the formula set forth in item 4
below.
2. Resulting revenue % or fixed price per transaction will be
credited to each team member as part of any customer billable transaction. For
example:
3. If the NCR firm fixed price quote for the optional work is
valued at $6 million and the total proposal value is $10 million, and 10 million
is the minimum guaranteed number of transactions as described in the Customer
submitted pricing volume. Then 10/6 = 60% of each transaction revenue generated
is due to NCR or $.60 per transaction for the 10 million minimum number of
transactions. If the minimum guaranteed number of transactions bid is 10 million
transactions, this would yield $1.00 price per transaction to the customer and
$.60 revenue per transaction to NCR.
4. The following calculation will be used to calculate the
revenue split ratio to NCR, for any add-on revenue marketed through this
contract (beyond the scope of work priced in this in this schedule as set forth
in Section 11).
If Actual revenue contribution % is = 30 Adjusted revenue split
credit % = 5 * (30%-Actual revenue contribution %) + Actual
revenue contribution % Else Adjusted revenue split credit % =
Actual revenue contribution %.
Please reference the following table for adjusted revenue split
credit % values:
Actual Revenue Contribution % Adjusted Revenue Split Credit %
1.00% 15.50%
2.00% 16.00%
3.00% 16.50%
4.00% 17.00%
5.00% 17.50%
6.00% 18.00%
7.00% 18.50%
8.00% 19.00%
9.00% 19.50%
10.00% 20.00%
11.00% 20.50%
12.00% 21.00%
13.00% 21.50%
14.00% 22.00%
15.00% 22.50%
16.00% 23.00%
17.00% 23.50%
18.00% 24.00%
19.00% 24.50%
20.00% 25.00%
21.00% 25.50%
22.00% 26.00%
23.00% 26.50%
24.00% 27.00%
25.00% 27.50%
26.00% 28.00%
27.00% 28.50%
28.00% 29.00%
29.00% 29.50%
30.00% 30.00%
31.00% 31.00%
32.00% 32.00%
33.00% 33.00%
34.00% 34.00%
35.00% 35.00%
100.00% 100.00%
Add-on NCR revenue will be credited at a prorated rate of .5% for each 1% of
actual add on revenue contribution that the NCR participates in. For example:
* For a 0% actual revenue contribution the NCR will receive 15% of any
add-on revenue per transaction.
* For a 15% actual contribution, the NCR will receive 22.5% of any
add-on revenue per transaction as a prorated adjusted revenue split
credit.
* For a 30% (prorated revenue credit split break-even point), or
greater actual contribution, the NCR will receive revenue credit as Is
normally calculated,
* Add-on revenue pricing ratios will be determined as described in
items 2 and 4.
11.1.1 Contact Extension Contingency. The parties agree that they
will negotiate in good faith to arrive at a mutually agreeable contract
modification in the event that the Customer contract is extended and that The
State of Maryland elects to acquire ITI AP 2000 Printers for the MD MVA SST
program. The Schedule One modification would provide a revenue bonus to NCR in
addition to the quoted transactional price for the add-on effort.
11.2 Payment. Payment terms will be in accordance with the billing
procedure as set forth in Section .11 and Section 4 of the Subcontractor
Agreement.
12. FINANCING ARRANGEMENT AND RESPONSIBILITIES.
12.1 Both parties will be responsible for obtaining financing for
their respective areas of responsibility and will maintain adequate insurance on
the capitol equipment while title is vested with them.
13. WARRANTY.
13.1 NCR will perform its obligations under this Agreement in a
professional and workmanlike manner. NCR's liability to Customer resulting from
the performance of, or failure to perform, maintenance service will be limited
to restoring the equipment covered by this Agreement to Good Operating
Condition. If NCR is unable to so restore that equipment, NCR will refund
Customer's most recent advance maintenance payment for the equipment or, in the
case of NCR Designated Equipment, NCR may in its discretion elect to replace
that NCR Designated Equipment. NCR DISCLAIMS ALL WARRANTIES, EXPRESS AND
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF
PERFORMANCE, A COURSE OF DEALING, OR TRADE USAGE. NCR DOES NOT WARRANT THAT THE
OPERATION OF THE EQUIPMENT MAINTAINED BY NCR WILL BE UNINTERRUPTED OR ERROR FREE
OR THAT ALL MALFUNCTIONS WILL BE CORRECTED.
ATTACHMENT A
CHANGE REQUEST FORM
(Insert Project Name)
Requester Name:
Requester Company Name:
Date Requested:
Response Requested By:
Change Requested:
(The Requester should insert a detailed description of the change
requested, the are of the project plan/schedule being modified, and the
benefits of making the change.)
Estimated Schedule Impact:
(The Requester should provide an estimate of how the requested change will
impact the Project schedule.)
Estimated Cost Impact:
(The Requester should provide an estimate of how the requested will impact
Project costs.)
Change Request Received:
By:
Company:
Date:
Change Request Noh.:
ATTACHMENT B
CHANGE REQUEST FORM
EVALUATION RESPONSE FORM
Change Request No.:
Requester Name:
Review Date:
Request No. _____ has been: _____ accepted without changes
_____ accepted with modifications (see below)
_____ rejected
Modifications to Change Request:
(Insert any changes that are made to the original Change Request. Ensure
that, whether or not modified, the Change Request as accepted identifies,
in detail, the changes to the Project scope, deliverables, schedule and
costs.)
Schedule Revision:
(Insert new dates or attach revised project plan/schedule which show the
impact of the Change Request, if any.)
Cost Revision:
Additional Cost: $________________
Party Responsible for Cost: ________________
Additional Cost Payment Due Date: ________________
Acceptance Criteria/Deliverables ________________
Year 1 Year 1 Year 1 Year 1 Year 2 Year 2 Year 2 Year 2
CLIN .........5/1-11/1 ▇▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇▇/▇ ▇▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇/▇
▇▇▇▇▇ ▇
QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain
Block 1 ...... 16 15 14 13 12 11 10 9
Block 2 ...... 16 15 14 13 12 11 10 9
Block 3 ...... 16 15 14 13 12 11 10 9
Block 4 ...... 16 15 14 13 12 11 10 9
Block 5 ...... 16 15 14 13 12 11 10 9
Addl 5665 .... 16 15 14 13 12 11 10 9
Addl Ap2100 .. 16 15 14 13 12 11 10 9
Year 1 Year 1 Year 1 Year 1 Year 2 Year 2 Year 2 Year 2
CLIN ..... ▇/▇-▇▇/▇ ▇▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇▇/▇ ▇▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇/▇
▇▇▇▇▇ ▇ .. 2,451,349
Block 1 .. 365,757 357,052 348,337 339,622 334,033 325,318 316,603 307,888
Block 2 .. 365,757 357,052 348,337 339,622 334,033 325,318 316,603 307,888
Block 3 .... 365,757 357,052 348,337 339,622 334,033 325,318 316,603 307,888
Block 4 .... 365,757 357,052 348,337 339,622 334,033 325,318 316,603 307,888
Block 5 ..... 365,757 357,052 348,337 339,622 334,033 325,318 316,603 307,888
Addl 5665 ... 47,582 46,582 45,778 44,973 44,169 43,364 42,659 41,755
Addl Ap2100 ... 2,208 2,070 1,952 1,794 1,656 1,518 1,380 1,242
(H/W maint.)
Year 3 Year 3 Year 3 Year 3 Year 4 Year 4 Year 4 Year 4
CLIN .........8/1-11/1 ▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇▇/▇ ▇▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇/▇
▇▇▇▇▇ ▇
QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain QsRemain
Block 1 ...... 8 7 6 5 4 3 2 1
Block 2 ...... 8 7 6 5 4 3 2 1
Block 3 ...... 8 7 6 5 4 3 2 1
Block 4 ...... 8 7 6 5 4 3 2 1
Block 5 ...... 8 7 6 5 4 3 2 1
Addl 5665 .... 8 7 6 5 4 3 2 1
Addl Ap2100 .. 8 7 6 5 4 3 2 1
Year 3 Year 3 Year 3 Year 3 Year 4 Year 4 Year 4 Year 4
CLIN ..... ▇/▇-▇▇/▇ ▇▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇▇/▇ ▇▇/▇-▇/▇ ▇/▇-▇/▇ ▇/▇-▇/▇
▇▇▇▇▇ ▇ ..
Block 1 .. 302,454 293,739 285,024 276,309 271,039 262,324 253,610 244,895
Block 2 .. 302,454 293,739 285,024 276,309 271,039 262,324 253,610 244,895
Block 3 .... 302,454 293,739 285,024 276,309 271,039 262,324 253,610 244,895
Block 4 .... 302,454 293,739 285,024 276,309 271,039 262,324 253,610 244,895
Block 5 ..... 302,454 293,739 285,024 276,309 271,039 262,324 253,610 244,895
Addl 5665 ... 40,950 40,146 39,341 38,537 37,732 36,927 36,123 35,315
Addl Ap2100 ... 1,104 966 828 690 552 414 278 138
(H/W maint.)
