Exhibit 10.18
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Section 200.80(b)(4),
200.83 and 230.406
[TITAN LOGO]
SUBCONTRACT AGREEMENT
TSS-006-G060-99, ITD 57
This Agreement is entered into as of 23 March 1999 between, Cap Gemini
America LLC ("Subcontractor") with its principal place of business at 1114
Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Titan
Software Systems Corporation ("Prime Contractor"), with its principal place
of business at 0000 Xxxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000.
WHEREAS, Prime Contractor has entered into an Agreement to provide
Assessment, Remediation and Testing of Year 2000 Applications for the
Government of the District of Columbia, Office of Chief Technology (herein
referred to as "Client") as is identified in the Statement of Work, and
WHEREAS, Prime Contractor wishes to engage Subcontractor as an
independent subcontractor to perform select services on behalf of Prime
Contractor for the Client; and
WHEREAS, Subcontractor wishes to perform such services as an independent
subcontractor to Prime Contractor,
THEREFORE, in consideration of the mutual promises contained herein,
Prime Contractor and Subcontractor agree as follows:
ARTICLE 1 - SERVICES TO BE PERFORMED
1.1 Prime Contractor hereby retains Subcontractor to perform
information technology services for Prime Contractor or its Client as set
forth in the Statement of Work attached hereto and any Statement of Work that
may be signed by both parties at any time in the future prior to the
termination of this Agreement, utilizing the Subcontractor Consultant(s)
specified in such Statement of Work. Subcontractor may not subcontract the
services it is to perform pursuant to this Agreement without prior approval
of the Prime Contractor.
1.2 The information technology services, as set forth in this
Agreement shall be performed during the period 23 March 1999 through 30
November 1999. Any extensions hereto shall be agreed to, in writing, by both
parties.
ARTICLE 2 - COMPENSATION TO SUBCONTRACTOR
2.1 In consideration for the software services rendered by
Subcontractor hereunder, Prime Contractor shall pay to
Subcontractor the rates set forth below:
2.1.1 Renovate and test IBM/MVS based on COBOL, Easytrieve, Focus
and MicroFocus COBOL programs at [...***...] per line of code.
2.1.2 Test Only IBM/MVS Mainframe based COBOL, Easytrieve, Focus
and MicroFocus COBOL programs at [...***...] per line of code.
*CONFIDENTIAL TREATMENT REQUESTED
SUBCONTRACT NO. TSS-006-G060-99
TITAN/CAP GEMINI
2.1.3 The subcontract value is for a fixed price
amount of [...***...]. In the event that Prime Contractor
requires additional work from Subcontractor, the parties
shall handle through the bilateral execution of additional
Task Orders (as defined below). A Task Order is a specific
assignment for Subcontractor to provide Prime Contractor
work under a general Statement of Work.
2.2 Prime Contractor will pay fees to Subcontractor in accordance with
the milestone payment schedule set forth in Appendix 4 of the Statement of
Work. Appendix 4 will be included in a modification to the subcontract upon
Client approval. Prime Contractor shall pay Subcontractor net 5 working days
from receipt of payment from Client. Subcontractor shall provide Line of Code
statistics for billing and tracking purposes.
2.3 It is agreed that all expenses related to travel and temporary
living shall be the sole responsibility of the Subcontractor and is included
in the prices as set forth below.
2.4 Subcontractor shall maintain complete and accurate accounting
records to support and document all charges. Such records shall be retained
for a period of at least three (3) years following completion of the
services. Prime Contractor (or an accounting organization retained by Prime
Contractor) shall have access to such records, upon reasonable notice for
purposes of audit during normal business hours, for so long as such records
are required to be maintained.
ARTICLE 3 - PERFORMANCE AT WORK
3.1 Subcontractor warrants that its Consultant shall perform the
Services pursuant to the instruction of Prime Contractor. In the event of a
breach of the foregoing warranty, CGA shall perform again the Services in
respect of which the warranty has been breached to bring them into compliance
with such warranty. Subcontractor Consultant shall follow Client's policies,
if any, of which Subcontractor is given advance written notice, in order to
avoid being disruptive of Client's personnel, systems, procedures and working
environment. Any claim for breach of the warranty in this Section 3.1 must be
made by notice to Subcontractor within two weeks of completion of the
Services in respect of which the claim is made or said claim shall be deemed
waived.
3.2 The representations and warranties relating to Year 2000 services
are set forth in Exhibit A to the applicable Statement of Work and shall
govern with respect to services performed in connection with such Statement
of Work.
3.3 EXCEPT AS PROVIDED IN THIS ARTICLE 3 AND EXHIBIT A TO THE
APPLICABLE STATEMENT OF WORK, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND
GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR
WRITTEN STATEMENTS OF SUBCONTRACTOR, ITS AGENTS OR SUBCONTRACTORS OR
OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY SUPERSEDED, EXCLUDED AND
DISCLAIMED. WITHOUT LIMITING THE FOREGOING, SUBCONTRACTOR EXPRESSLY
DISCLAIMS ANY WARRANTY OR LIABILITY WITH RESPECT TO THE DESIGN OF OR LATENT
DEFECTS OR WITH RESPECT TO THE YEAR 2000 CONTAINED IN THE SERVICES PERFORMED
*CONFIDENTIAL TREATMENT REQUESTED
2
SUBCONTRACT NO. TSS-006-G060-99
TITAN/CAP GEMINI
HEREUNDER. Prime Contractor acknowledges that it is a sophisticated party to
this Agreement and recognizes and agrees that this Article 3 and Exhibit A to
the applicable Statement of Work are an integral part of Subcontractor's
pricing and an important factor in its willingness to perform Services
hereunder.
3.4 Prime Contractor will advise Subcontractor of any clauses or
provisions in any Client contract between Prime Contractor and Client which
are additional to or different from those herein and applicable to the
services hereunder. Such clauses and provisions shall be included in the
applicable Statement of Work. Subcontractor's exception to such clauses or
provisions must be evidenced by specific written objection prior to
acceptance of the Statement of Work.
ARTICLE 4 - CONFIDENTIAL INFORMATION
4.1 Each party warrants that it will not disclose to the other or
attempt to induce the other to use any confidential information to which that
party is not entitled. Each party acknowledges that, by the very nature of
the services performed by Subcontractor hereunder, the parties shall become
aware of each other's trade secrets and confidential information, as well as
trade secrets and confidential information of the Client. Each party agrees
that all such information shall be used by the other only to accomplish the
engagement and for no other purpose. The obligations of this Article 4 shall
apply for a period of three years from the date of disclosure of the
information at issue.
4.2 Each party agrees that it shall instruct its personnel in no
manner to reveal or disseminate such information to any third party. Each
party agrees that such trade secrets and confidential information shall
include all past, present and/or future plans, provisions, designs, forms,
formats, procedures, tools, techniques, methods and other information
relating to the technology, technical data, products, patents, copyrights,
research and development programs, legal and marketing data and other
technical and business information of the other party or of the Client and
any other information designated in writing as confidential. Each party shall
return all the confidential information of the other upon the earlier of (i)
demand by the owner of the information, or (ii) the termination or expiration
of the performance of services hereunder.
4.3 The terms of this Article 4 shall not apply to information that is
(1) publicly available or becomes so in the future without restriction, (2)
rightfully received by the receiving party from third parties and not
accompanied by private obligations, (3) already in receiving party's
possession and lawfully received from sources other than the disclosing
party, (4) independently developed by receiving party, (5) approved for
release or disclosure without restriction by the disclosing party's
authorized representative in writing or (6) legally required to be disclosed,
provided that the owner of the information is given prompt notice in order to
seek a protective order.
ARTICLE 5 - WORK SUBJECT TO PRIME CONTRACTOR OWNERSHIP
5.1 All materials, ideas, concepts, knowledge and techniques first
developed during the performance of this Agreement in whole or in substantial
part by Subcontractor or its employees shall belong to Prime Contractor or
its designee, upon payment of all applicable invoices. Prime
3
SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
Contractor or its designee shall own all Deliverables and all U.S. and
international copyrights therein except to the extent the Deliverables consist
of preexisting works, identified as such in a Statement of Work. Unless
otherwise provided in a Statement of Work, all materials created in the course
of performance of the services by or on behalf of Prime Contractor and used or
incorporated in the preparation of a Deliverable shall be considered work made
for hire owned by Prime Contractor or its designee. If any such works may not,
by operation of law, be considered work made for hire (or if ownership of all
right, title and interest of the copyrights therein shall not otherwise vest
exclusively in Prime Contractor), Subcontractor agrees (upon payment of all
applicable invoices) to assign, and hereby assigns, without further
consideration, the ownership of all U.S. and international copyrights,
registrations, and any other protection available in the foregoing.
5.2 Upon payment of all applicable invoices, Subcontractor agrees to and
hereby assigns to Prime Contractor, or its designees, royalties with all United
States and foreign patent rights in and with respect thereto, and Subcontractor
agrees, upon demand to execute or cause to be executed all appropriate patent
applications securing United States and foreign patents all such inventions,
improvements, or discoveries, and to do, execute and deliver any and all acts
and instruments of assignments that may be necessary or proper to vest all such
inventions, improvements or discoveries and patents thereon (both United States
and foreign) in Prime Contractor or its nominee or designee, and to enable Prime
Contractor or its designee to obtain all such letters patent, and that
Subcontractor will render to Prime Contractor or its designee all such
assistance as may be required in the preparation and prosecution or defense of
all interferences which may be declared involving any of said patent
applications or patents, but the expenses of all such assignments and patent
applications, and all other proceedings referred to shall be borne by Prime
Contractor.
ARTICLE 6 - TERM AND TERMINATION
6.1 This Agreement shall be effective as of date first set forth above.
6.2 The term of any Statement of Work shall be set forth therein and in no
event shall it exceed the termination and/or expiration of the services to be
performed for Client.
6.3 This Agreement or Statement of Work may be terminated by either party,
without notice, immediately upon the occurrence of any of the following events:
i) the other party's material breach of any of its material
obligations hereunder and failure to remedy such breach (if
remediable) within a term of ten (10) calendar days from the date
of written notice of the breach from the party exercising its
rights to terminate;
ii) any assignment by the other party for the benefit of its
creditors, the inability of the other party to pay its debts as
they fall due, the appointment of a receiver for or any execution
levied upon all or substantially all of the other party's
business or assets, or the filing of any petition for voluntary
or
4
SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
involuntary bankruptcy or similar proceeding by or against the
other party; or
iii) the other party's dissolution or liquidation.
6.4 This Agreement may be terminated by either party at any time for
any reason upon sixty (60) days' notice. Any individual Statement of Work
under this Agreement may be terminated by either party at any time for any
reason, in whole or in part, upon thirty (30) days' notice.
6.5 The provisions of this Agreement shall survive the expiration or
termination of this Agreement to the extent necessary to give effect to the
intent and understanding of the parties.
ARTICLE 7 - HIRING OF EACH OTHER'S EMPLOYEES
7.1 During the term of this Agreement and for 12 months thereafter,
Prime Contractor and Subcontractor agree that neither shall, directly or
indirectly, employ or offer employment to (or utilize as an independent
contractor), any Prime Contractor employee or Subcontractor Consultant, as
the case may be, who performed services in the preceding 12 months. Such
prohibition shall only be effective during the 12 months following the
termination of any such employee's employment with Prime Contractor or
Subcontractor, as the case may be.
7.2 During the term of this Agreement and for 12 months thereafter,
Subcontractor shall not directly or indirectly, employ or offer employment to
(or utilize as an independent contractor) any employee or former employee of
Client of whom Subcontractor became aware in connection with performing its
services hereunder. Such prohibition shall only be effective during the 12
months following the termination of any such employee's employment with
Client.
ARTICLE 8 - INDEMNIFICATION
8.1 Subcontractor agrees that it is an independent contractor acting on
its own account. Subcontractor agrees that neither its Consultant or any of
its personnel is an employee of Prime Contractor or its Client, or is
entitled to any benefits provided or rights guaranteed by Prime Contractor or
its Client, or by operation of law, to their respective employees, including
but not limited to group insurance, liability insurance, disability
insurance, paid vacation, sick leave or other leave, retirement plans, health
plans, premium "overtime" pay, and the like. It is understood and agreed that
Prime Contractor will make no deductions for fees paid to Subcontractor for
any federal or state taxes of FICA, FUTA, SDI, SUI. Subcontractor agrees that
it is its responsibility to make required FICA, FUTA, SDI, SUI, Income tax
withholdings or other payments related to its Consultant and provide Worker's
compensation coverage or to make premium overtime payments.
8.2 Subcontractor shall indemnify and hold Prime Contractor and its
Client harmless for any claims relating to Worker's Compensation,
"over-time", tax liability, or working visa status with respect to
Subcontractor Consultants.
5
SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
8.3 Notwithstanding any contrary terms in any contract document, if
Prime Contractor requests Subcontractor to perform work on software, Prime
Contractor represents and warrants that it has the right to do so and agrees
to protect, defend, hold harmless and indemnify Subcontractor from and
against any and all claims, damages, liabilities, losses and expenses
(including reasonable attorney's fees) asserted by a third party (including,
without limitation, a licensor of that software) based on or arising out of
alleged or actual infringement by Subcontractor of that third party's rights,
but only to the extent that Subcontractor's work on that software was within
the scope of a Statement of Work and this Agreement.
ARTICLE 9 - INSURANCE
Subcontractor shall maintain commercial general liability insurance on
an occurrence basis for claims for damages because of bodily injury
(inclusive of death) and property damages caused by, or arising out of, acts
or omissions of its employees, with Prime Contractor named as an additional
insured. The minimum limits of such insurance shall be one million dollars
($1,000,000) per occurrence, one million dollars ($1,000,000) products and
completed operations aggregate and one million dollars ($1,000,000) general
aggregate. Subcontractor shall maintain Worker's Compensation and Employers'
Liability and insurance which shall fully comply with the statutory
requirements of all state laws as well as federal laws which may be
applicable. Employers' Liability limit shall be $500,000 per accident for
Bodily Injury and $500,000 per employee/aggregate for disease. Subcontractor
shall maintain Business Automobile Liability Insurance covering all owned,
hired and non-owned vehicles and equipment used by Subcontractor with a
minimum combined single limit of liability of $1,000,000 for injury and/or
death and/or property damage, with Prime Contractor named as an additional
insured. A Certificate of such insurance shall be furnished to Prime
Contractor promptly upon its request at any time after this Agreement becomes
effective and until this Agreement and all Statements of Work issued
hereunder have terminated. Subcontractor shall attach to the Certificate a
copy of the binder that names Prime Contractor as an additional insured or a
copy of the endorsement to the policies. In no event shall the insurance be
canceled, or allowed to expire without renewal on similarly conforming terms,
during such period without 30 days' prior written notice to Prime Contractor
by Subcontractor or Subcontractor Insurer. Subcontractor shall also maintain
Fidelity Bond coverage for the dishonest acts of its employees in a minimum
amount of $1,000,000. Prime Contractor shall be named as "Loss Payee, As Its
Interest May Appear" on this Fidelity Bond. All insurance policies required
under this Article 10 shall be issued by an insurance company rated at least
A by the A.M BEST GUIDE.
ARTICLE 10 -LIABILITY; CLOSURE
10.1 In no event shall Subcontractor be liable, even if informed of their
possibility, for any special, indirect, consequential, or punitive damages,
foreseeable or unforeseeable, regardless of the form of action. Subcontractor's
liability for damages, regardless of the form of action, shall in any event be
limited to the aggregate amount paid by Prime Contractor to Subcontractor for
the services performed by Subcontractor in respect of the relevant Statement of
Work.
10.2 Subcontractor's liability hereunder to Prime Contractor in respect of
any loss or damage incurred by Client shall be reduced by any amount paid by
Subcontractor to Client with
6
SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
Prime Contractor's prior written consent where such payment is made in respect
of such loss or damage.
10.3 Prime Contractor acknowledges and agrees that the conversion of
software is accompanied by a risk of loss of data and agrees therefore to assume
all responsibility for the back up of its own data. Prime Contractor agrees that
Subcontractor shall not assume any risk of loss of Prime Contractor's data in
any way, whether related to or resulting from the software conversion
contemplated by the parties or any other handling of Prime Contractor's data or
otherwise. Prime Contractor hereby releases Subcontractor from any liability for
loss of Prime Contractor's data from any and all causes.
10.4 No action, regardless of form, arising out of any Services may be
brought by either party more than six months after the cause of action has
occurred, except that an action of nonpayment for Services may be brought within
two years after the date of last payment or date of last Services performed,
whichever shall occur later.
ARTICLE 11 - GENERAL PROVISIONS
11.1 This Agreement is a services agreement and the performance of any
obligation hereunder may not be assigned, delegated or otherwise transferred by
either party, provided that Prime Contractor may transfer this Agreement to any
direct or indirect subsidiary of Cap Gemini, S.A.
11.2 Client shall be a third party beneficiary to this Agreement with
respect to the enforcement of Subcontractor's obligations under Article 4,
Section 7.2 and, where Client is Prime Contractor's designee, under Article 5.
11.3 If any provision of this Agreement is found by any court of
competent jurisdiction to be invalid or unenforceable, the invalidity of such
provision shall not affect the other provisions of this Agreement, and all
provisions not affected by such invalidity shall remain in full force and
effect.
11.4 The waiver by either party of a breach or default in any of the
provisions of this Agreement by the other party shall not be construed as a
waiver of any succeeding breach of the same or other provisions; nor shall
any delay or omission on the part of either party to exercise or avail itself
of any right, power or privilege that it has or may have hereunder operate as
a waiver of any breach or default by the other party.
11.5 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements
between the parties, whether written or oral, relating to the same subject
matter. No modification, amendments or supplements to this Agreement shall be
effective for any purpose unless in writing, signed by each party.
11.6 Subcontractor, in compliance with its affirmative action programs,
has agreed to include the following provisions in all agreements with its
clients:
7
SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
(a) Unless this Agreement is exempted by Rules and Regulations of
the Secretary of Labor issued pursuant to Section 204 of
Executive Order 11246, there is incorporated herein by
reference paragraphs (1) through (7) of the contract clause
set forth in Section 202 of Executive Order 11246.
(b) Unless this Agreement is exempted by Rules and Regulations of
the Secretary of Labor issued pursuant to Section 3 of
Executive Order 11758, there is incorporated herein by
reference Sections A through F (of the contract clause) set
forth in 41 CFR 60-741.4 in compliance with Section 503 of the
Rehabilitation Act of, 1973.
(c) Unless this Agreement is exempted by Rules and Regulations of
the Secretary of Labor issued in 41 CFR 60-250, there is
incorporated herein by reference Sections A through M of the
contract clause set forth in 41 CFR 60-250.4 in compliance
with Section 2012 of the Vietnam Era Veterans Readjustment
Assistance Act of 1974.
11.7 Subcontractor, in compliance with Client's Local Small Disadvantaged
Business Enterprise (LSDBE) Program, agrees to comply with the goal of 35% LSDBE
participation.
ARTICLE 12 - ENFORCEMENT OF AGREEMENT
12.1 This Agreement and any disputes arising out of or in connection with
this Agreement, shall be governed by and construed in accordance with the laws
of the State of California excluding its rules governing conflicts of laws. The
Federal and State courts within the State of California shall have exclusive
jurisdiction to adjudicate any disputes arising out of or in connection with
this Agreement.
ARTICLE 13 - DELIVERY AND ACCEPTANCE
13.1. DELIVERY GENERALLY. Subcontractor shall furnish to Prime Contractor
the Deliverables, if any, described in the relevant Statement of Work in
accordance with the terms of that Statement of Work in all material respects.
13.2. EVALUATION AND ACCEPTANCE. Prime Contractor shall have the right
to evaluate and test each Deliverable in accordance with the Applicable
Acceptance criteria. Within five business days of delivery (or such shorter
period as may be specified in the relevant Statement of Work), Prime
Contractor shall give Subcontractor written notice (an "EVALUATION NOTICE")
of Prime Contractor's Acceptance or rejection of the Deliverables in
accordance with those Acceptance Criteria. Prime Contractor's failure to
provide that Evaluation Notice within that time period shall be deemed to
constitute Acceptance. In addition, notwithstanding anything to the contrary
in the contract documents, operational use of the Deliverable by Prime
Contractor shall be deemed to constitute Acceptance. In the case of any
rejection, the Evaluation Notice shall state with specificity the reasons for
Prime Contractor's determination. Once accepted, Prime Contractor may not
thereafter reject any interim Deliverable, provided that Acceptance of a
composite Deliverable may be conditioned upon the appropriate integration and
operation of such previously accepted
8
SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
interim Deliverable into such composite Deliverable. With regard to Year 2000
services, Prime Contractor specifically acknowledges and agrees, however, that
the DataMap is NOT such an interim Deliverable, and once Prime Contractor gives
Subcontractor written notice of Prime Contractor's Acceptance of a DataMap,
Prime Contractor may not thereafter reject that DataMap under any circumstances,
13.3. CORRECTION OF ERRORS; CONSEQUENCES OF FAILURE. Subcontractor shall
correct any actual Errors reasonably preventing final Acceptance that are
contained in that Evaluation Notice, or obtain Prime Contractor's agreement on a
plan to correct such Errors within a reasonable period of time after receipt of
that Evaluation Notice. When Subcontractor has corrected the Errors, Prime
Contractor will re-evaluate the portions of the Deliverable that contained the
Errors and will decide whether to accept the corrections. Prime Contractor shall
do this in the manner described in Section 13.2 (EVALUATION AND ACCEPTANCE)
above, again using the Acceptance Criteria for that Deliverable. This process
will continue until the Deliverable is Accepted. Subcontractor's failure to so
correct those Errors or to obtain Prime Contractor's agreement on such a plan
shall be grounds for termination by Prime Contractor of the Statement of Work or
this Agreement in accordance with Article 6 (TERMINATION FOR CAUSE) above unless
those Errors were caused in any respect by the failure of Prime Contractor to
fulfill any of its obligations under the contract documents (including its
failure to fulfill any applicable Assumptions). Prime Contractor shall not be
permitted to reject any Deliverable upon any grounds not specifically stated in
the Evaluation Notice.
ARTICLE 14 - SUBCONTRACTOR'S OWNERSHIP OF PROPRIETARY METHODOLOGIES, RIGHT TO
USE CONCEPTS, ETC.
14.1. SUBCONTRACTOR'S OWNERSHIP OF PROPRIETARY METHODOLOGIES, RIGHT TO
USE CONCEPTS, ETC. Prime Contractor acknowledges that Subcontractor, in the
normal conduct of its business, may use concepts or modifications of concepts
developed while serving other customers. Prime Contractor acknowledges the
benefit which may accrue to Prime Contractor, and Prime Contractor expressly
and irrevocably permits Subcontractor to continue in perpetuity, and without
payment of a royalty, this practice of using concepts developed while serving
Prime Contractor and modifications of such concepts. The terms of this
Section do not, however, affect the obligations of the Parties under Article
4 (CONFIDENTIALITY) above. Prime Contractor further acknowledges and agrees
that Subcontractor has proprietary methodologies, techniques and tools which
are valuable assets of Subcontractor and which (together with all
enhancements and modifications) shall remain the sole and exclusive property
of Subcontractor. Nothing in this Agreement shall grant to or confer upon
Prime Contractor expressly or by implication any rights or license to such
methodologies, techniques or tools, except for the express grant of rights
under Section 14.2 (LICENSE TO USE CERTAIN SOFTWARE IN CERTAIN EVENTS) below.
14.2. LICENSE TO USE CERTAIN SOFTWARE IN CERTAIN EVENTS. To the extent
expressly set forth in Exhibit B (if such is provided) to the relevant
Statement of Work, CGA grants to Prime Contractor such license rights to
Subcontractor routines and/or tools as are set forth therein. Nothing herein
shall be construed to require Subcontractor to grant any such license to the
extent not otherwise expressly provided for in the applicable Exhibit B (if
any) to such Statement of Work.
9
SUBCONTRACT NO, TSS-006-GO60-99
TITAN/CAP GEMINI
ARTICLE 15 - HANDLING INCONSISTENCIES BETWEEN THIS AGREEMENT AND STATEMENTS OF
WORK/ATTACHMENTS.
If there is an inconsistency between the terms of this Agreement and the
terms of a Statement of Work or Attachment (as set forth in Article 18 below),
the terms of this Agreement control over the terms of that Statement of Work or
Attachment(s).
ARTICLE 16 - NOTICES.
Any notices required or permitted under the contract documents shall be in
writing and deemed given as indicated when delivered (unless the applicable
contract document requires otherwise) by any of the following methods: within
three business days after being sent certified U.S. mail, return receipt
requested, postage prepaid; upon receipt when sent by hand delivery; or within
one business day after being sent by reputable overnight courier, charges
prepaid. Notices shall be sent to the following addresses and to the attention
of the following individuals (or to such other addresses or to the attention of
such other individuals as a party may specify in such a notice to the other
party):
In the case of Subcontractor:
Cap Gemini America LLC
000 Xxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxx Xxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
with a required copy to:
Cap Gemini America LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Office of General Counsel
Telephone: 000-000-0000
Facsimile: 000-000-0000
In the case of Prime Contractor:
The Titan Corporation
0000 Xxxxxx Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000)000-0000
Facsimile: (000)000-0000
10
SUBCONTRACT NO- TSS-006-GO60-99
TITAN/CAP GEMINI
with a required copy to
Titan Software Systems Corporation
0000 Xxxxxx Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Telephone: (000)000-0000
Facsimile: (000)000-0000
ARTICLE 17 - DEFINITIONS.
The following capitalized terms shall have the following meanings in this
Agreement:
"ACCEPTANCE" shall mean, with respect to each Deliverable, written or oral
notification from Prime Contractor to Subcontractor, indicating that the
Deliverable satisfies the Acceptance Criteria of the applicable Statement
of Work. It shall also include deemed Acceptance as provided in this
Agreement.
"ACCEPTANCE CRITERIA" shall mean, with respect to a Deliverable, a
document that defines the criteria for Acceptance of that Deliverable.
"AGREEMENT" shall mean this Subcontractor Agreement - TSS-006-GO60-99 as
it may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.
"ASSUMPTIONS" shall mean those terms and conditions which are under the
control of Prime Contractor and affect the ability of Subcontractor to
provide its services or deliver the Deliverables under the contract
documents, as well as any other terms and conditions which are identified
as Assumptions in the contract documents.
"DELIVERABLES" shall mean any materials procured or prepared by
Subcontractor and required to be delivered to Prime Contractor by virtue
of their description or specification as a Deliverable in a Statement of
Work. Deliverables shall include any CGA-created Deliverables but may also
include materials which are not CGA-created Deliverables.
"ERROR" shall mean any error, problem, or defect unrelated to any act or
omission of Prime Contractor or any third party and resulting from (a) an
incorrect functioning of code, or (b) an incorrect statement or diagram in
documentation, in each case if that error, problem or defect renders the
code inoperable, or causes the documentation to be inaccurate in any
significant respect.
"STATEMENT OF WORK" shall mean a document signed by an authorized
representative of Prime Contractor and by an authorized representative of
Subcontractor and delineating a portion of work to be done under this
Agreement.
11
SUBCONTRACT NO. TSS-006-GO60-99
TITAN/CAP GEMINI
ARTICLE 18 - LIST OF ATTACHMENTS
Attachment 1 - Titan/Cap Gemini Proposal dated 16 March 1999
Attachment 2 - Cap Gemini Statement of Work #1 dated 8 April 1999
Attachment 3 - Cap Gemini Memo of Understanding dated 17 March 1999
ARTICLE 19 - AMENDMENT TO ATTACHMENT 2 - TITAN/CAP GEMINI PROPOSAL DATED 16
MARCH 1999
The following Sections of Attachment 2 - Titan/Cap Gemini Proposal dated
16 March 1999 shall not apply to Subcontractor or shall be modified as follows:
(a) Any section which relates to services not to be performed by
Subcontractor or not referenced in Subcontractor's Statement of Work
#1 dated 8 April 1999 shall not apply.
(b) Part II of Attachment 2 - Titan/Cap Gemini Proposal dated 16 March
1999 shall not apply to Subcontractor.
(c) The terms "Customer" and "Client" shall mean the DC Government and
the term "Contractor" shall mean Titan Software Systems Corporation.
(d) The provision Section 1.8.1 shall be modified to read as follows:
"If, as a result of Contractor's gross negligence, Client or
Client's employees suffer personal injury or real property
damage...".
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized Representative.
TITAN SOFTWARE SYSTEMS CORPORATION CAP GEMINI AMERICA LLC
By: /s/ Xxxxx X Xxxxx By: /s/ Xxxxx X. Xxxxxxxx
------------------------------ -----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxx
---------------------------- ----------------------------
Title: Business Manager Title: Senior Vice President
--------------------------- ---------------------------
12
STATEMENT OF WORK NUMBER # 6 FOR TITAN SOFTWARE SYSTEMS CORPORATION TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
This document and its attachments comprise Statement of Work Number # 06
(this "Statement of Work") under the Subcontract Agreement - TSS-006-G060-99
(the "Agreement") made as of the 28 day of July, 1999 by CAP GEMINI AMERICA
LLC, a Delaware limited liability company ("Cap Gemini") and Titan Software
Systems Corporation ("Titan" or "Client"). Capitalized terms used but not
defined in this Statement of Work shall have the meanings given to them in
the Agreement.
SCOPE OF WORK
Titan will utilize Cap Gemini's Renovation Only SERVICE offering to support
its Year 2000 renovation efforts. Because the exact size of the Renovation
Only inventory has yet to be defined, for the purpose of this Statement of
Work, scope and schedules are shown as typical for a 1,000 COBOL program and
1,000,000 line of code project. Actual schedules will vary depending on the
language mix and size of the Renovation Only inventory.
---------------------------------------------------------------------------
Source Type Elements Lines of Code
---------------------------------------------------------------------------
MVS OS/VS COBOL and VS COBOL II 1,000
---------------------------------------------------------------------------
Programs/Subprograms(1)
---------------------------------------------------------------------------
PL/1 Programs/Subprograms(1)
---------------------------------------------------------------------------
MicroFocus COBOL programs
---------------------------------------------------------------------------
MVS Natural Programs
---------------------------------------------------------------------------
Easytrieve Plus Programs
---------------------------------------------------------------------------
Focus Programs
---------------------------------------------------------------------------
Other Programs/Subprograms(1) (Specify Language)
---------------------------------------------------------------------------
Related Copybooks(2)
---------------------------------------------------------------------------
JCL(3)
Note: If no number is specified here, it is
assumed that the number of Batch Job Streams is
no greater than the number of COBOL/PL/1 programs
shown above.
---------------------------------------------------------------------------
NOTE 1: For the purpose of Renovation, a program is defined as any
separately compilable entity.
NOTE 2: Only copybooks referenced by programs included in the Renovation
Inventory will be processed; unless specified, it is assumed the number of
copybooks is equal to the number of COBOL programs above, and that the
average size is 200 lines of code.
NOTE 3: Only JCL job streams which run programs included in the Renovation
Inventory should be sent for processing.
-------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 3 of 21
Statement of Work # 6 for TITAN
[Logo]
the development of the Renovation Specification. The ARC must receive the
missing inventory very early (by Tuesday) in week two (2). The ARC will scan
the Renovation Inventory, review the results, and create the unconfirmed
DataMaps.
Application programs can be coded in such a way that makes it very difficult
or even impossible to uncover date fields using any manual or automated
technique without possessing application specific knowledge or documentation.
To maximize application renovation success, given the challenges of finding
all dates, Cap Gemini:
- Tracks discoverable date fields through their interaction with
all other fields to uncover hidden date fields
- Automates an integrated rapid analysis tool for technical domain
analysis
- Focuses and facilitates application domain analysis by providing
a DataMap for TITAN Application Specialist review, customization,
and specification signoff
Cap Gemini will send the unconfirmed DataMaps to TITAN for confirmation and
augmentation of the ARC automated and technical domain discovery process. The
DataMap provides a view into the application's use of data. It contains
information about all records and parameters discovered through the
ARCDRIVE-SM- toolset, repository and technical analysis.
TITAN will review and confirm the DataMap provided by Cap Gemini. The review
and confirmation of this information allow TITAN to influence the entire
renovation effort before the start of the renovation process. During DataMap
confirmation, limited individual date fields may be designated for renovation
using expansion to address IG-specific complexities such as a date in a key
field. DataMap confirmation includes:
- Reviewing, modifying and confirming all date field classifications
- Reviewing, modifying and confirming all date field dispositions
- Identifying any date fields not included in the DataMap
The key deliverable from this phase is the Renovation Specification, which
TITAN and Cap Gemini will create together. The Renovation Specification is a
unique TransMillennium Services feature that allows TITAN to influence the
specifics of its code renovation before any changes take place. The
Renovation Specification consists of three parts:
1. The renovation complexities (such as dates in key fields) and
the selected resolution options
2. The confirmed DataMap, which details the type and desired
disposition for each date field in each record layout
3. The Renovation Standards, which document the expected renovation
results and which are included in Appendix 2 of this Statement of
Work
The Renovation Specification will be the basis of all TITAN code renovation
activities.
RENOVATION PHASE
Cap Gemini will use its automated, ARCDRIVE technology to renovate TITAN's
inventory using an interpretation strategy, and will return the following:
- Renovated programs and copybooks based on the Renovation
Specification, including internal line-of-code change records
documenting the changes made to the programs and copybooks
- External change log
- Required Year 2000 called subroutines
-------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 5 of 21
Statement of Work # 6 for TITAN
[Logo]
At the beginning of the second week of Renovation, TITAN may have to send an
application-knowledgeable technical representative to the ARC (in Tarrytown,
NY) to review the initial renovation of the code. In particular, this person
will review the actual code implementation of the confirmed DataMap and the
selected options for resolving complexities defined in the Renovation
Specification. The TITAN representative may review other elements of the
renovation to gain an understanding of the Renovation process and how that
will influence the results TITAN will receive at the conclusion of the
Renovation activities. The review is expected to last up to five (5) days. At
TITAN's option, the TITAN representative may remain at the ARC and
participate in the actual code renovation.
Cap Gemini will conduct a formal Code Turnover meeting with TITAN to turn
over the renovated code and to review the Renovation results and
Deliverables. At this meeting, which is typically scheduled for the Monday
following completion of code renovation, TITAN will formally receive the
renovated source code.
After the Code Turnover meeting, Cap Gemini will deliver and assist in the
installation of its Year 2000 called subroutines (e.g., CGACVT) specifically
invoked by the renovated code. Cap Gemini will grant to TITAN a
non-exclusive, royalty-free license to use any called software routines.
These routines are provided solely for TITAN's (in its capacity as a
contractor to the Government of the District of Columbia) use and internal
benefit in connection with code that Cap Gemini has renovated. These routines
will be delivered in source code format.
WARRANTY SUPPORT
During Warranty Support, Cap Gemini will be responsible for correcting code
that TITAN identifies as not complying with the Renovation Specification and
that TITAN has not changed without Cap Gemini's consent. Warranty Support
will be available at no charge for 90 days following delivery of the
renovated inventory.
Cap Gemini will provide telephone support for calls from the designated TITAN
liaison during the Warranty Support period. Cap Gemini will provide on-site
support during this period to correct issues that cannot be resolved via
telephone support. TITAN will reimburse Cap Gemini for all travel and living
expenses associated with any on-site Warranty Support.
Telephone support will be available from 8 a.m. to 7 p.m. ET, Monday through
Friday. If TITAN subscribes to the optional dial-in access service, TITAN can
submit problem reports electronically at any time (system maintenance periods
excepted).
-------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 6 of 21
Statement of Work # 6 for TITAN
[Logo]
DELIVERABLES
----------------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
-------------------------------
(X = LEADS x = PARTICIPATES) CAP GEMINI TITAN
----------------------------------------------------------------------------
SPECIFICATION PHASE
- Extraction Guidelines for Renovation X
----------------------------------------------------------------------------
- Specification Workshop X X
----------------------------------------------------------------------------
- Extracted Renovation Inventory X X
----------------------------------------------------------------------------
- Unconfirmed DataMaps X
----------------------------------------------------------------------------
- DataMap Training X
----------------------------------------------------------------------------
- Renovation Specification:
- Renovation Complexities List X
----------------------------------------------------------------------------
- Identified Renovation Complexities X
----------------------------------------------------------------------------
- Renovation Complexity Options X
----------------------------------------------------------------------------
- Selected and Documented Renovation X
Complexity Solutions
----------------------------------------------------------------------------
- Confirmed DataMap X
----------------------------------------------------------------------------
- Renovation Standards X
----------------------------------------------------------------------------
RENOVATION PHASE
- Updated Renovation Specification x X
----------------------------------------------------------------------------
- Renovated Programs and Copybooks with X
line-of-code comments regarding each
change made, and any other renovated
source components included in the
Renovation Inventory
----------------------------------------------------------------------------
- External Change Log X
----------------------------------------------------------------------------
- Renovated Code Receipt X
----------------------------------------------------------------------------
- Required Year 2000 Called Subroutine(s) X
----------------------------------------------------------------------------
WARRANTY SUPPORT
- Renovated Code Support X
----------------------------------------------------------------------------
- Final Check-Point Meeting X x
----------------------------------------------------------------------------
-------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 7 of 21
Statement of Work # 6 for TITAN
[logo]
SCHEDULE
--------------------------------------------------------------------------------------------------------------------------------
PLANNED SCHEDULE SPECIFICATION RENOVATION WARRANTY
---------------------------------------- ------------------------- -------------------------------------------------------------
ACTIVITY WEEK # 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24
---------------------------------------- ------------------------- -------------------------------------------------------------
Specification Workshop J
Complexity Identification List C
Inventory Reconciliation T
Source Components Extracted J
Renovation Complexities List Provided C
Renovation Complexities Identified T T T
Missing Inventory Identified C
Missing Inventory Resolved T
Complexity Solutions Selected T T
DataMap Created C
DataMap Confirmed T
Renovation Specification Developed J J J
Renovation Specification Signed-off T
Renovation Specification Reviewed/ J
Refined at ARC
Source Components Renovated C C C
Install Required Year2000 Subroutines J
Review "?" Log Implement Findings J
Complete Require On-site Renovation C
Code Turnover J
Install Required Year 2000 Subroutines J
Warranty Preiod X X X X X X X X X X X X X
---------------------------------------- ------------------------- -------------------------------------------------------------
-----------------
C Cap Gemini
-----------------
J Joint Effort
-----------------
T TITAN
-----------------
-------------------------------------------------------------------------------
Cap Gemini Renovation Only Page 8 of 21
Statement of Work # 6 for TITAN
[logo]
ASSUMPTIONS
Cap Gemini's proposed price and schedule are based on the scope of work,
assignment of responsibilities, deliverables and assumptions presented within
this Statement of Work. It is important to understand the assumptions upon
which Cap Gemini based its price. The assumptions enable Cap Gemini to
communicate the basis of its approach, work estimate, and delivery schedule.
They provide a foundation on which to build mutual understanding, common
expectations, and teamwork to achieve a successful project.
If the scope of work, assignment of responsibilities, deliverables or
assumptions change, it may be necessary to modify our mutual expectations of
the project's cost, schedule, and/or Deliverables. If any of these do change,
a Cap Gemini Project Impact Report (PIR) will be prepared to document the
occurrence and to assess the impact to project targets (primarily cost and
due date).
- The technical approach to the renovation is Interpretation.
- The program high, medium, low complexity mix is 1:1:1, as
described in Appendix 3 of this Statement of Work.
- Screens and reports will not be changed.
- The Renovation Inventory is in compile-ready format without
pre-compilers and pre-processors, other than SQL or CICS.
- The contents of the Renovation Inventory will not change after
it is initially extracted and sent to Cap Gemini, except as
modified through the missing inventory process.
- Extracted source code and confirmed DataMaps are expected to be
received according to the Schedule section of this Statement of
Work. Late shipments or elements found by the ARC to be missing
from the program logic that result in delays will be charged to
TITAN as Project Impacts.
- Renovation will be limited to date fields and date-related
fields.
- The renovation of TITAN's Renovation Inventory is based on the
confirmed Renovation Specification.
- TITAN will include whole applications, rather than selected
pieces, in the Renovation Inventory to allow the ARCDRIVE toolset
to detect hidden dates and resolve usage.
- TITAN will have one correction cycle to resolve missing
inventory according to the Schedule section of this Statement of
Work. Cap Gemini will handle additional correction cycles as
Project Impacts.
- TITAN will complete the confirmation of DataMaps within five (5)
days of DataMap receipt.
- TITAN will provide sign-off of all deliverables within five (5)
working days of receipt. After five (5) working days, deliverables
will be deemed accepted by TITAN unless Cap Gemini is notified
otherwise in writing.
- Resolutions of issues not specified in the Renovation
Specification that result in renovation errors are outside the
scope of this Statement of Work.
- This Statement of Work describes all the work to be performed
and the deliverables to be provided. Work or deliverables not
contained in this Statement of Work are considered out-of-scope
and are excluded from this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentially agreement
(document Z-1400) or the Consulting Agreement - TransMillennium-TM-
Services must be signed before holding the Pre-Kickoff Meeting.
-------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 9 of 20
Statement of Work # 6 for TITAN
[logo]
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
Cap Gemini's responsibilities are documented in the assignment of
responsibilities detailed in the Activities and Deliverables sections of this
Statement of Work.
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the Activities
and Deliverables sections of this Statement of Work, TITAN will:
- Designate a Project Executive and a liaison to participate as
needed
- Provide Subject Matter Experts (SMEs) knowledgeable of the
applications, file structures, and data included in the Renovation
Inventory to participate primarily in developing the Renovation
Specification and confirming the DataMap
- Provide adequate work space, laser printers (with at least 2M
memory), telephones (including speakerphones and analog lines) and
use of other office equipment for each Cap Gemini team member while
on-site
- Ensure the Renovation Inventory source represents production and
can be compiled
- Assist in the extract source elements, as identified in the Scope
of Work section of this Statement of Work, according to the
Extraction Guidelines provided by Cap Gemini
- Submit the initial Renovation Inventory, in a single shipment, to
the ARC per the Schedule section of this Statement of Work
- Provide all information in an expedient manner to meet project
schedules
- Document any complexities that may have an impact on DataMap
creation or the Renovation process in the Renovation Specification
- Execute all validation, implementation and data conversion
activities
- Provide a single point of contact (liaison) for the Warranty
Support period
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided the
items listed in the above section titled Deliverables for which it is
responsible.
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities, deliverables and
assumptions described elsewhere in this Statement of Work, Cap Gemini will
renovate Titan inventory for a fixed price of [...***...] per LOC. There will
be Ninety (90) days of Warranty Support following the completion of 20XX
testing.
The Agreement provides the terms and conditions underlying the services to be
provided under this Statement of Work. This Statement of Work, and its terms
and prices, are valid for six (6) weeks from the date on this Statement of
Work. Cap Gemini has already started the activities associated with this SOW,
and will continue according to the Workplan.
-------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 10 of 20
Statement of Work # 6 for TITAN
[Logo]
*CONFIDENTIAL TREATMENT REQUESTED
This Statement of Work, including the Agreement, constitutes the entire
agreement between the parties with respect to the subject matter of this
Statement of Work. This Statement of Work and the Agreement merge and
supersede all prior oral or written agreements, discussions, negotiations,
commitments, writings or understandings, including without limitation any
representations contained in any sales literature, brochures or other written
descriptive or advertising material and is the complete and exclusive
statement of the terms of the parties' agreement. Each of the parties
acknowledges and agrees that, in executing this Statement of Work and the
Agreement, it has not relied upon, and it expressly disclaims any reliance
upon, any representation or statement not set forth herein or in the
Agreement.
This Statement of Work may be executed in separate counterparts, which
together shall constitute a single instrument.
To show their agreement to these terms, CGA and Client, acting through their
Authorized Representatives, have signed and delivered this Statement of Work
on the dates specified below.
TITAN SOFTWARE SYSTEMS CORPORATION: CAP GEMINI AMERICA LLC:
Signature Signature
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
----------------------------------- ---------------------------------
Name Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
----------------------------------- ---------------------------------
Title Senior Vice President
Business Manager
----------------------------------- ---------------------------------
Date Date
19 August 1999
----------------------------------- ---------------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 212-944-6464
-------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 11 of 20
Statement of Work # 6 for TITAN
[logo]
EXHIBIT A
EXHIBIT A TO STATEMENT OF WORK 06 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
RENOVATION ONLY SERVICES [MONEY BACK GUARANTEE]
CGA represents and warrants to Client that any source code change made by CGA
as part of the Year 2000 Services shall be consistent with the DataMap
specifications and renovation specifications. In the event of a breach of the
foregoing warranty CGA shall correct the change so as to bring it into
compliance with that warranty or, at Client's option, CGA shall provide
Client with a full money back refund with respect to the applicable Statement
of Work for which such change relates, PROVIDED, HOWEVER, that such refund
will only occur upon Client's permanently ceasing all use of, and returning
to CGA all copies of, all of the Code that CGA has renovated for Client
pursuant to such applicable Statement of Work. Any claim for breach of the
foregoing warranty must be made by written notice to CGA within 90 days of
Client's receipt of the renovated Code from CGA or said claim shall be waived.
The services provided hereunder are dependent upon the information supplied
by Client to CGA with regard to Client's Code, including without limitation
Client's review of the DataMap. In light of this, and the changes which might
be made by Client or any third party in any Code that CGA renovates or in
Code that interacts with that Code, CGA provides the warranty set forth above
for the time period set forth above and does not warrant that any Code will
function without problems.
Client acknowledges and understands that CGA has notified Client that Code
renovated by CGA pursuant to this SOW should be tested prior to being
implemented into the Client's environment. Client recognizes that such
testing is an important component of year 2000 services and is designed to
reduce errors in the Code and to increase the likelihood that Code which
needs to be renovated to address the Year 2000 problem has been identified
and renovated. Client acknowledges that it will NOT be purchasing testing
services from CGA; it is Client's responsibility to ensure an appropriate
level of testing for its Code. In addition to any other disclaimer of
warranty or limitation of liability otherwise contained in the Agreement or
this Statement of Work, and without limiting the same, CLIENT RELEASES CGA,
ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, FROM ALL LIABILITY OF
ANY NATURE WHATSOEVER RELATING TO THE TESTING OF (OR FAILURE TO TEST) SUCH
CODE.
CAP GEMINI AMERICA LLC TITAN SOFTWARE SYSTEMS CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
------------------------------ -------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxx
---------------------------- -----------------------------
Title: Senior Vice President Title: Business Manager
--------------------------- ----------------------------
Date: Date: 19 August 1999
---------------------------- -----------------------------
-------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 12 of 20
Statement of Work # 6 for TITAN
[Logo]
EXHIBIT B
EXHIBIT B TO STATEMENT OF WORK 06 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
LICENSE RIGHTS TO CGADATE/CGACVT AND UDM
By this Exhibit B to the Consulting Agreement - TransMillenium-TM- Services
dated ___________, 19__ (the "Agreement"), CGA hereby grants to Client a
non-exclusive, royalty-free license to use for its own internal benefit in
connection with the Code renovated by CGA pursuant to this Statement of Work
and the Agreement, the software routines known as CGACVT and CGADATE (the
"LICENSED ROUTINES") and the computer program known as the Universal Data
Migrator ("UDM"). CGA shall deliver to Client the source code for the
Licensed Routines and the object code for the UDM. Client shall ensure that
use of the Licensed Routines and the UDM is made only by (i) Client's
employees, (ii) individuals or entities which sell only the services of
individuals with sufficient skills to work on Year 2000 service projects
(subject to the execution of a non-disclosure agreement providing for the
protection of the Licensed Routines and the UDM) which does not include, and
Client shall not allow access to the Licensed Routines or the UDM by, any
individual or entity that otherwise sells, markets or delivers Year 2000
services, or (iii) individuals or entities approved in advance in writing by
CGA in its discretion. Client acknowledges and agrees that CGA has no
obligation under this Agreement to provide support or updates to the Licensed
Routines or the UDM. The Licensed Routines and the UDM shall constitute
Private Information of CGA and shall be subject to the provisions of Article
8 (CONFIDENTIALITY) of the Agreement. In addition, Client shall keep the
source code for the Licensed Routines in protected libraries in order to
protect the proprietary nature of that software.
Client acknowledges and agrees that the making of any additions, changes or
other modifications to the Licensed Routines or the UDM by anyone (other than
by CGA's TransMillenium-TM- personnel within the scope of, and made as part
of, the Year 2000 services provided under the Agreement and an express
provision of a Statement of Work) SHALL VOID ANY REPRESENTATION OR WARRANTY
OF CGA PURSUANT TO ARTICLE 9 OF THE AGREEMENT WITH REGARD TO THE LICENSED
ROUTINES OR THE UDM AS WELL AS WITH REGARD TO RENOVATED SOFTWARE WHICH
UTILIZES THAT LICENSED ROUTINE OR WITH REGARD TO SOFTWARE RENOVATED USING THE
UDM.
CAP GEMINI AMERICA LLC TITAN SOFTWARE SYSTEMS CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------- --------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxx
------------------------ ------------------------
Title: Senior Vice President Title: Business Manager
---------------------- ----------------------
Date: Date: 19 August 1999
--------------------- ---------------------
-------------------------------------------------------------------------------
Cap Gemini Renovation Only Project Page 13 of 20
Statement of Work # 6 for TITAN
[CAP GEMINI LOGO]
APPENDIX 1: SOURCE EXTRACTION GUIDELINES
- All source code should be compiled and linked in a staging environment
prior to renovation extraction
- TITAN is responsible for segregating, extracting, and shipping to the
ARC all production source components during the Pre-Kickoff Week.
- The source to be extracted should consist only of the renovation
inventory listed in the scope section of this Statement of Work.
- The source to be extracted should be segregated into one PDS library
for programs and one for copybooks.
- This segregation of source data should consist of the following
libraries:
1. COBOL source programs (MVS OS/VS COBOL and VS COBOL II)
2. COBOL copybooks (including screen MAPs, DCLGENs, etc.)
-------------------------------------------------------------------------------
Cap Gemini System Renovation Project Page 14 of 21
Statement of Work # 2 for TITAN Version 1.3 - February 1998
[CAP GEMINI LOGO]
APPENDIX 2: RENOVATION STANDARDS
The Application Renovation Center (ARC) renovation process is carefully
designed to transform programs according to the Renovation Specification with
minimum disruption to the working logic of the program. This is to ensure the
highest quality renovation and the lowest risk during testing. The renovation
process may include data fields that are either expanded or interpreted
(suppressed), which is determined by the Data Map.
This document describes the standard changes that will be made by the
automated and manual renovation processes. Of course, there will be cases
where additional analysis and manual code changes will be required. However,
Cap Gemini will adhere to these standards whenever possible.
CHANGE CODING STANDARD
Any code to be changed will be commented out and retained in the program. All
such comment lines will use a "*+" comment indicator, so that the commented
code can easily be identified and later automatically removed. Changes by the
Renovator will be identified as such. Any manual changes will include a
comment line indicating the date and author of the changes. For example:
Y2000+*+** CGA/ARC: FIELD TEST-YY EXPANDED Y2000+
Y2000+*+ 03 TEST-YY PIC 99. Y2000+
Y2000C 03 TEST-YY PIC 9999. Y2000C
The Change Marker "Y2000+" is used for added lines and "Y2000C" for changed
lines.
ARCDRIVE will insert a banner at the beginning of each renovated COBOL
program:
Y2000+*+************************************************************** Y2000+
Y2000+*+ EDITED BY CGA/ARC RENOVATOR RENOALL V2.0a ON 1996-1-29 11:42 Y2000+
Y2000+*+************************************************************** Y2000+
MAINTAIN SAME DATA FORMAT
Wherever possible, all renovated fields should retain the same basic format
as in the original code, except for an expanded area. For example:
MMDDYY becomes MMDDYYYY
YYMMDD becomes YYYYMMDD
YYDDD COMP-3 becomes YYYYDDD COMP-3
etc.
This is important to maintain the program logic that may depend on the format.
CENTURY ADDITION TO YEAR
For expanded dates, year fields will be expanded to include the century,
either as a two-digit (19/20) or one digit (0/1) prefix. The century field
will not be a separate field. For example:
01 TEST-YY PIC 99
will become
01 TEST-YY PIC 9999.
This is necessary to support comparisons and calculations that may involve
the expanded field. ARCDRIVE also supports the use of single digit century
fields (0=1990, 1=2000).
DATA NAMES
There will be no change to the data names, even if the field contains "YY".
This is necessary to preserve the references to the field throughout the
program and in related programs.
EXISTING CENTURY FIELDS
-------------------------------------------------------------------------------
Cap Gemini System Renovation Project Page 15 of 21
Statement of Work # 2 for TITAN Version 1.3 - February 1998
[CAP GEMINI LOGO]
Existing Century fields will be moved to become a redefinition of the first
two digits of the expanded year fields. For example:
03 DATE14.
05 DATE14-CC PIC XX.
05 DATE14-YY PIC XX.
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
will become:
Standard (A disposition)
03 DATE 14.
Y2000+*+** CGA/ARC A263: CENTURY DATE14-CC MOVED/REMOVED Y2000+
*+ 05 DATE14-CC PIC XX Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY PIC XX. Y2000+
05 DATE14-YY PIC XXXX. Y2000C
Y2000+ 05 FILLER REDEFINES DATE14-YY. Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
Z disposition
03 DATE 14.
Y2000+*+** CGA/ARC A263: CENTURY DATE14-CC MOVED/REMOVED Y2000+
*+ 05 DATE14-CC PIC XX Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY PIC XX. Y2000+
05 DATE14-YY PIC XXXX. Y2000C
Y2000+ 05 FILLER REDEFINES DATE14-YY. Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
This is necessary to support the use of the year as a single numeric field
for comparisons and calculations. Of course, any manipulation of the century
field will be flagged for manual review, since such logic is likely outdated.
NOTE: This also applies to an interpretation solution. The year must be
expanded since there is a "de facto" expansion already in the program.
-------------------------------------------------------------------------------
Cap Gemini System Renovation Project Page 16 of 21
Statement of Work # 2 for TITAN Version 1.3 - February 1998
[CAP GEMINI LOGO]
MOVES BETWEEN SUPPRESSED (INTERPRETED) AND EXPANDED FIELDS
A MOVE between a suppressed and expanded (or vice versa) field will generate
a call to a CGA conversion routine that will insert or remove the century.
For example:
*+** CGA/ARC: DATE FORMAT CONVERSION - 'SX'
*+ MOVE CARD-DATE TO IW-CURRENT-DATE
MOVE CARD-DATE TO CGACVT-SUP1
MOVE 5 TO CGACVT-POS1
CALL CGACVT USING CGACVT-EXPAND CGACVT-AREA
MOVE CGACVT-EXP1 TO IW-CURRENT-DATE.
In the case of moving from an expanded field to a suppressed (interpreted)
field, a COBOL move may be sufficient to remove the century by truncation. In
this case, no CALL is required:
*+** CGA/ARC: DATE CONV BY TRUNCATION - 'XS'
MOVE WS-DATE TO REPORT-DATE
ARCDRIVE also supports conversions between expanded or suppressed dates with
those of a single-digit century.
If CALLS are required, a COPY CGACVTWS statement will be added at the end of
WORKING-STORAGE to define any work fields.
COMPARISONS OR CALCULATIONS INVOLVING SUPPRESSED (INTERPRETED) FIELDS
When suppressed fields are involved in a comparison or calculation, they will
first be expanded to temporary variables. The temporary variables will be
used in the comparison or calculation. For example:
*+** CGA/ARC: EXPRESSION EXPANDED
*+ IF TEST-YY1 > TEST-YY2
MOVE 0 TO CGACVT-POS1
MOVE TEST-YY1 TO CGACVT-SUP1
MOVE 0 TO CGACVT-POS2
MOVE TEST-YY2 TO CGACVT-SUP2
CALL CGACVT USING CGACVT-EXPAND CGACVT-AREA
IF CGACVT-EXP1 > CGACVT-EXP2
This logic is essential to properly compare or calculate suppressed fields.
REFERENCES TO SYSTEM DATE
References in COBOL programs to the system date will be replaced by CALLs to
a support routine that returns the system date in the same format, including
the century. The calls are:
ACCEPT FROM DAY CALL CGADATE USING CGA-XXXX-d xxx
ACCEPT FROM DATE CALL CGADATE USING CGA-ADATE-d xxx
MOVE CURRENT-DATE CALL CGADATE USING CGA-CDATE-d xxx
Where "xxx" is the receiving variable and "d" is the receiving disposition
('S', 'X' or 'C'). These routines can also be adjusted to simulate an
advanced system date without any special modification to the operating
system. This is very useful in testing.
EXPANSION (ALIGNMENT) OF GROUP FIELDS AND INTERMEDIATE AREAS
When it is determined that a group field must be enlarged due to expanded
fields, any field that the group is MOVED to or from will also be expanded.
This is called "alignment".
If the group field is a redefinition of another area, the new area size will
be the maximum of the two. If necessary, the redefined area may also be
padded. If the lengths of the two redefined areas were the same before
expansion, padding will be added to make the new lengths equal.
CORRECTION OF RECORD CONTAINS CLAUSE
If a file record has been expanded, the size of the new record in the RECORD
CONTAINS clause is adjusted.
-------------------------------------------------------------------------------
Cap Gemini System Renovation Project Page 17 of 21
Statement of Work # 2 for TITAN Version 1.3 - February 1998
[CAP GEMINI LOGO]
APPENDIX 3: PROGRAM COMPLEXITY LEVELS
The Complexity Level reflects the expected level of effort required to
Renovate, Validate, and Implement a program. Complexity is based on the
following criteria:
High Medium Low
Meets One or More Meets One or More
----------------------------------------------------------------------
GREATER THAN 4,000 1,001 - 4,000 LESS THAN OR EQUAL TO 1,000
----------------------------------------------------------------------
GREATER THAN 35 3 - 35 LESS THAN OR EQUAL TO 2
----------------------------------------------------------------------
GREATER THAN 7 3 - 7 LESS THAN OR EQUAL TO 2
----------------------------------------------------------------------
GREATER THAN 5 2 - 5 LESS THAN OR EQUAL TO 1
----------------------------------------------------------------------
-------------------------------------------------------------------------------
Cap Gemini System Renovation Project Page 18 of 21
Statement of Work # 2 for TITAN Version 1.3 - February 1998
[CAP GEMINI LOGO]
APPENDIX 4: KEY TERMS AND PHRASES
ARC- Cap Gemini's Application Renovation Center - A factory for high
productivity, high quality scanning and renovation of SMARTscan programs.
CODE CHANGE STANDARDS - The standards used by the ARC to make the Year 2000
coding modifications in the COBOL program and copybooks.
RENOVATION SPECIFICATION - A deliverable that forms the basis for all code
renovation activities. It allows TITAN to influence the specifics of code
renovation. The Renovation Specification consists of three parts: the
renovation complexities (such as dates in key fields) and the implementation
options selected to resolve each; the confirmed DataMap, which details the
type and disposition for each date field in each record layout; and the
expected renovation results.
COMPLEXITY - An environmental situation at TITAN that cannot be positively
discovered solely through clues available in program code. Knowledge and/or
analysis by subject matter experts before code renovation allows for the
proactive selection of a consistent implementation choice. For instance, a
date in a data file key field may require that the field be expanded, or the
use of a date field for logic switches such as 99/12/31 may mean this record
never expires.
DATAMAP - A repository of field information for each file and
program-to-program interface (parameters) that is used as the basis for
renovation. It highlights the detected date fields, their type and
disposition for the change of the century. This information is provided in an
electronic and printed form. It can be very useful for identifying testing
requirements as well as the basis or standard for renovation. The information
contained in the DataMap must be used to renovate all components consistently
(i.e., programs - all languages, copybooks, JCL, etc.)
PIR - (Project Impact Report) A Cap Gemini form used to record events that
impact project targets, or which impact the project team's ability to achieve
those targets. To document client approval of time, budget, and schedule
changes associated with the impact.
PROGRAM - Any separately compilable entity.
UDM (Universal Data Migrator) - A Cap Gemini tool used to advance dates for
testing, bridge files in production, audit date field formats.
ARCDRIVE - Cap Gemini's proprietary, rules-based artificial intelligence
technology that detects and modifies problem dates consistently.
SMARTSCAN - Refers to the MVS OS/VS COBOL and MVS VS COBOL II source code
renovated by the ARCDRIVE tool.
-------------------------------------------------------------------------------
Cap Gemini System Renovation Project Page 19 of 21
Statement of Work # 2 for TITAN Version 1.3 - February 1998
[CAP GEMINI LOGO]
APPENDIX 5: OPTIONAL SERVICES
TITAN may want to consider adding several optional services as an integral
part of this Renovation project. The popular service packages are identified
below. They enhance the value that Cap Gemini can add to the performance of
the overall project. The package information below includes the package title
followed by the major elements or efforts included in that package.
Additional information is available to further describe each of these
services.
1. Extraction Support Package
- Resolve Inventory Versions
- Compile Programs
- Extract Source
2. Advanced Renovation Package
- Establish Electronic Link to ARC
- Perform Extended Renovations: JCL, Sorts
3. Additional Language Support Package
- Perform ARCDRIVE-assisted Renovations
- PL/1 - Focus
- Easytrieve - Natural
- Telon
- Perform Manual Renovations
- Assembler - RPG
- etc.
4. Universal Data Migrator-SM- (UDM-SM-) Package
- Generate DataMap Extracts
- Perform UDM Use Training on How to:
- Establish Bridges
- Expand Baseline
- Advance Baseline
- Convert Production Data
- Install Bridges
- Audit Date Formats
- Provide UDM Assistance
5. Testing Methodology Package
- Testing Methodology Process
- Testing Process Training
- Validate Phase Training
- Baseline Training
- Outline 20XX Acceptance Process
- Testing Environment Set-up Training
6. Extended Testing Support Package
- Establish Testing Environment
- Compile and Run Baseline
- Identify and Develop Solutions to Testing and Implementation
Complexities
- Provide 19XX Testing Assistance
- Provide 20XX Testing Assistance
7. Project Management Assistance Package
- Planning and Scheduling Assistance
- Identify and Develop Solutions to Testing and Implementation
Complexities
- Assist with Managing Project Team
- Assist in Maintaining Schedule and Scope Control
-------------------------------------------------------------------------------
Cap Gemini System Renovation Project Page 20 of 21
Statement of Work # 2 for TITAN Version 1.3 - February 1998
[CAP GEMINI LOGO]
- Orient Project Team to Year 2000 Project Processes
8. Resynchronization Package
- Perform Configuration Management, including Resynchronization
9. Full Service Package
- Includes all above services, plus provide POST-TESTING Warranty
(beyond renovation receipt)
-------------------------------------------------------------------------------
Cap Gemini System Renovation Project Page 21 of 21
Statement of Work # 2 for TITAN Version 1.3 - February 1998
[CAP GEMINI LOGO]
[GRAPHIC] TRANSMILLENNIUM-TM-
SERVICES
Post-Test Scan
Clean
Management
Statement
of Work # 05
for
Titan
THE SMART SOLUTION
TO THE PROBLEM OF THE CENTURY-SM-
GEMINI
Dated: June 17, 1999
TABLE OF CONTENTS
SCOPE OF WORK.............................................................3
ACTIVITIES................................................................3
CLEAN MANAGEMENT INTERVAL PROCESSING..................................4
DELIVERABLES..............................................................6
SCHEDULE**................................................................7
ASSUMPTIONS...............................................................7
RESPONSIBILITIES..........................................................8
CAP GEMINI RESPONSIBILITIES..........................................8
TITAN RESPONSIBILITIES...............................................8
COMPLETION CRITERIA.......................................................9
INVESTMENT SUMMARY.......................................................10
EXHIBIT A................................................................12
STATEMENT OF WORK NUMBER #5 FOR TITAN SOFTWARE SYSTEMS CORPORATION TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
This document and its attachments comprise Statement of Work Number
#05 (this "Statement of Work") under the Subcontract Agreement -
TSS-006-6060-99 (the "Agreement") made as of the 28 day of August,
1999 by CAP GEMINI AMERICA LLC, a Delaware limited liability company
("Cap Gemini") and Titan Software Systems Corporation ("Titan" or
"Client"). Capitalized terms used but not defined in this Statement
of Work shall have the meanings given to them in the Agreement.
SCOPE OF WORK
Cap Gemini will perform Clean Management activities for Titan for
the period May 15, 1999 through December 31, 1999. Cap Gemini will
also provide Set-Up activities for TITAN as the first step in
preparing TITAN for Clean Management. Cap Gemini will provide
training and facilitated sessions to determine the scope and process
for Clean Management at TITAN. Specifically, the Setup Activities
will determine the Clean Management environment and procedures at
Titan, as well as the base inventory covered under the Clean
Management process.
Cap Gemini will perform Clean Management using Cap Gemini Post-Test
Scan processing with the base inventory as defined during the Set Up
activities.
Post-Test Scan consists of tools and services that aid in
maintaining Year 2000 readiness by providing the following:
- Executive Summary Report and code analysis messages
identifying date logic and potential issues and related
complexities in the source code.
- An ISPF based message viewer, Message File Viewer (MFV) to allow
Titan to display the code analysis messages in-stream with
the source code. Cap Gemini will ensure that Titan has the
most recent version of the Message File Viewer for all Clean
Management cycles.
ACTIVITIES
Cap Gemini will perform the Clean Management setup and interval
processing activities defined below.
CLEAN MANAGEMENT SET-UP
During the Clean Management Setup Phase Cap Gemini will perform the
activities defined below.
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 3 of 16
Statement of Work #05 for Titan
[CAP GEMINI LOGO]
TRAINING
Cap Gemini will provide training on the Clean Management process
including the following topics:
- Renovation Standards
- Extraction processes
- Principles of Clean Management
INVENTORY DEFINITION
Working with TITAN, Cap Gemini will define the inventory to be part
of the Clean Management process. As part of the inventory
definition, the status of each program of the inventory is also
defined.
STRATEGY DEVELOPMENT
Cap Gemini will conduct a series of facilitated strategy sessions
with TITAN to determine the overall Clean Management activities
including source code maintenance, validation/test strategies, and
tools to be part of the Clean Management process
- Review status of any current QUICKchecks and renovations
- Review the current process for source code control at TITAN
- Review current maintenance and development activities
- Review production implementation procedures
ESTABLISH THE CLEAN MANAGEMENT ENVIRONMENT
Cap Gemini will define initial procedures based on the information
provided in the facilitated strategy sessions. These procedures will
be the basis for the Clean Management environment at TITAN.
REPORT PREPARATION AND PRESENTATION
Cap Gemini will prepare and present a formal Strategy and Findings
report defining the Clean Management process for TITAN. The report
will include the following:
- Inventory to be included in the Clean Management process
- Timing for Clean Management activities at TITAN
- Tool requirements
- Overall process for TITAN including assumptions and scope
- Responsibilities for TITAN and Cap Gemini
CLEAN MANAGEMENT INTERVAL PROCESSING
For each interval of Clean Management processing as defined in the
Set Up Findings Report, Cap Gemini will perform the following tasks:
- Identify the programs changed since the last Clean Management
review
- Extract the changed programs
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 4 of 16
Statement of Work #05 for Titan
[CAP GEMINI LOGO]
- Perform Post-Test Scan processing on the changed programs.
Programs in the base inventory that utilize changed Copybooks
will also be processed.
- After receiving the extracted source, the ARC will scan the
source and produce the Message Files and Executive Summary
report. Within one (1) week of receiving the extracted
source, the ARC will return the Message Files to Titan in
electronic format and provide a hard copy of the Executive
Summary Report Deliverables.
- In the event that the number of changed programs exceeds five
hundred (500), the ARC will return the Message Files to Titan
in electronic format and provide a hard copy of the Executive
Summary Report Deliverables within two (2) weeks of receiving
the extracted source.
HELP DESK ASSISTANCE
Cap Gemini will provide Help Desk assistance to Titan during the
period when Cap Gemini is providing Clean Management services from
March 15, 1999 through December 31, 1999. Help Desk assistance will
terminate 30 days after the last Clean Management Interval
processing. This assistance will be limited to telephone support and
will be available Monday through Friday from 8:00 AM until 8:00 PM
Eastern Time.
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 5 of 16
Statement of Work #05 for Titan
[CAP GEMINI LOGO]
DELIVERABLES
The deliverables to be created and made available to Titan under
this Statement of Work are limited to the following:
-------------------------------------------------------------------
RESPONSIBILITY
DELIVERABLES --------------------
(X = LEADS x = PARTICIPATES) CAP GEMINI TITAN
-------------------------------------------------------------------
CLEAN MANAGEMENT SETUP
-------------------------------------------------------------------
- Clean Management Training X x
-------------------------------------------------------------------
- Facilitated Sessions X x
-------------------------------------------------------------------
- Initial Clean Management procedures X
-------------------------------------------------------------------
- Strategy and Findings Presentation X x
-------------------------------------------------------------------
CLEAN MANAGEMENT INTERVAL PROCESSING
-------------------------------------------------------------------
- Identification of changed programs X x
-------------------------------------------------------------------
- Extraction of changed programs X x
-------------------------------------------------------------------
- Generated Message Files, Cross Reference X
Files, and Executive Summary
-------------------------------------------------------------------
- Strategy/Next Steps X x
-------------------------------------------------------------------
ONGOING
-------------------------------------------------------------------
- Help Desk Assistance X x
-------------------------------------------------------------------
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 6 of 16
Statement of Work #05 for Titan
[CAP GEMINI LOGO]
SCHEDULE**
----------------------------------------------------------------------------
PLANNED SCHEDULE SETUP
----------------------------------------------------------------------------
ACTIVITY WEEK # 1 2 3 4 5
----------------------------------------------------------------------------
CLEAN MANAGEMENT SETUP
----------------------------------------------------------------------------
Kickoff Meeting J
----------------------------------------------------------------------------
Clean Management Training J
----------------------------------------------------------------------------
Inventory Identification J
----------------------------------------------------------------------------
Facilitated Strategy Sessions J J
----------------------------------------------------------------------------
Prepare initial Clean Management C
procedures
----------------------------------------------------------------------------
Prepare Strategy and Findings C
Presentation
----------------------------------------------------------------------------
Present Findings Report J
----------------------------------------------------------------------------
CLEAN MANAGEMENT INTERVAL
PROCESSING
----------------------------------------------------------------------------
Identification of changed programs J
----------------------------------------------------------------------------
Inventory Extraction and Shipment J
(Changed programs only)
----------------------------------------------------------------------------
Receipt of Extracted Source C
----------------------------------------------------------------------------
Base inventory deliverables (Message C
files, Cross Reference File, Executive
Summary)
----------------------------------------------------------------------------
Prepare Findings Presentation C
----------------------------------------------------------------------------
Prepare Findings Report J
----------------------------------------------------------------------------
Help Desk Assistance C C C
----------------------------------------------------------------------------
*For less than 500 programs, the processing time is 1 week. For greater than
500 programs the processing time is 2 weeks.
C = CAP GEMINI J = JOINT EFFORT
ASSUMPTIONS
Cap Gemini's fixed price and schedule are based on the scope of
work, assignment of responsibilities, deliverables and assumptions
presented in this Statement of Work. It is important to understand
the assumptions upon which Cap Gemini based its price. The
assumptions enable Cap Gemini to communicate the basis of its
approach, work estimate, and delivery schedule. They provide a
foundation on which to build mutual understanding, common
expectations, and teamwork to achieve a successful project.
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 7 of 16
Statement of Work #05 for Titan
[CAP GEMINI LOGO]
If the scope of work, assignment of responsibilities, deliverables
or assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule and/or deliverables. If
any of these do change, a Cap Gemini Project Impact Report (PIR)
will be prepared to document the occurrence and to assess the impact
to project targets (primarily cost and due date).
For this Statement of Work, the assumptions include the following:
- For the code to be processed via the Clean Management process, the
following assumptions apply:
- Titan has already renovated the identified source or believes it
to be Year 2000 ready
- The source to be processed is MVS OS/VS COBOL, VS COBOL II,
and/or MVS PL/1
- No pre-compilers are used
- All missing inventory was resolved during the setup phase. There
will be no missing inventory processing during the periodic
clean management reviews.
- This Statement of Work describes all the work to be performed and
the deliverables that will be provided. Work or deliverables not
contained in this Statement of Work are considered out-of-scope
and are excluded from this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentiality agreement
(document Z-1400) or the Consulting Agreement - TransMillenium-TM-
Services must be signed before holding the Pre-Kickoff Meeting by
Titan and its third-party vendors who will be working on this
project.
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
Cap Gemini's responsibilities are documented in the assignment of
responsibilities detailed in the Activities and Deliverables sections
of this Statement of Work.
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work,
Titan will:
- Appoint a full-time Project Manager
- Provide all necessary system support staff
- Provide adequate work space, laser printers (with at least 2M
memory), telephones (including speakerphones and analog lines), and
use of other office equipment for each Cap Gemini team member
while on-site
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 8 of 16
Statement of Work #05 for Titan
[CAP GEMINI LOGO]
- Provide system access (logons, passwords) with a response time of
no more than two (2) seconds. Provide documentation for the source
to be part of the Clean Management Inventory.
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided
the items listed in the above section titled Deliverables for which
it is responsible.
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 9 of 16
Statement of Work #05 for Titan
[CAP GEMINI LOGO]
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this Statement
of Work, Cap Gemini will perform Clean Management setup and interval
processing activities for a fixed price of [...***...] for each
line-of-code scanned during the Clean Management interval processing.
All out-of-scope work or variances to Cap Gemini's estimating
assumptions that require additional work or result in project
delays will be presented to Titan in the form of a Project Impact
Report for approval or acknowledgment.
In addition, Titan will pay travel and living expenses for Cap
Gemini on-site project team members during the life of the project.
These expenses will be billed at cost and invoiced bi-weekly
throughout the term of the engagement. Cap Gemini will make every
effort to minimize these expenses. Cap Gemini will adhere to the
corporate policies of Titan with respect to all expenses.
This Statement of Work constitutes the entire agreement between the
parties with respect to the subject matter of this Statement of
Work. This Statement of Work and the Agreement merges and supersedes
all prior oral or written agreements, discussions, negotiations,
commitments, writings or understandings, including without
limitation any representations contained in any sales literature,
brochures or other written descriptive or advertising material and
is the complete and exclusive statement of the terms of the parties'
agreement. Each of the parties acknowledges and agrees that, in
executing this Statement of Work and the Agreement, it has not
relied upon, and it expressly disclaims any reliance upon, any
representation or statement not set forth herein or in the Agreement.
This Statement of Work may be executed in separate counterparts,
which together shall constitute a single instrument. The parties
hereto have caused this Statement of Work to be executed by their
respective duly Authorized Representatives.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
By /s/ Xxxxx X. Xxxxx By /s/ Xxxxx X. Xxxxxxxx
--------------------------------- ---------------------------------
Name Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
--------------------------------- ---------------------------------
Title Senior Vice President
Business Manager
--------------------------------- ---------------------------------
Date Date
19 August 1999
--------------------------------- ---------------------------------
Titan Software Systems Corporation 1114 Avenue of the Americas
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 212-944-6464
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 10 of 16
Statement of Work #05 for Titan
[CAP GEMINI LOGO]
*CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT A
EXHIBIT A TO STATEMENT OF WORK 05 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
In connection with Year 2000 Clean Management Services, CGA represents and
warrants that it will provide the professional service resources set forth in
the Statement of Work to perform such services pursuant to Client's
direction, and that the individuals provided by CGA to perform such services
will be qualified to perform the services that the Statement of Work
contemplates they are to provide.
In the event of a breach of the foregoing warranty, Client's sole remedy
shall be for CGA to perform again the services in respect of which the
foregoing has been breached to bring them into compliance with such warranty.
Any claim for breach of the foregoing warranty must be made by written notice
to CGA within 30 days of the performance of the services in respect of which
the claim is made or said claim shall be waived.
The CGA resources providing services under the Statement of Work will work
alongside Client's personnel and/or, at Client's direction, third party
personnel.
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 12 of 16
Statement of Work #05 for Titan
[logo]
THE SERVICES PROVIDED HEREUNDER ARE DEPENDENT UPON THE INFORMATION SUPPLIED
BY CLIENT TO CGA WITH REGARD TO CLIENT'S YEAR 2000 PROJECT PRACTICES. IN
LIGHT OF THIS, CGA PROVIDES THE WARRANTY SET FORTH ABOVE. WITHOUT LIMITING
THE FOREGOING, CLIENT RECOGNIZES THAT CGA SPECIFICALLY DOES NOT WARRANT THAT,
IN PERFORMING YEAR 2000 CLEAN MANAGEMENT SET-UP, IT WILL IDENTIFY ALL RISKS
OR EXPOSURES IN THE YEAR 2000 PLAN, OR PROVIDE A COMPREHENSIVE LIST OF
RECOMMENDATIONS. THE PARTIES RECOGNIZE AND AGREE THAT THOSE SERVICES DO NOT
CONSTITUTE A RESPONSIBILITY PROJECT AND CGA DOES NOT WARRANT ANY PARTICULAR
OUTCOME; CLIENT SHALL REMAIN SOLELY RESPONSIBLE FOR THE RESULTS ACHIEVED IN
SUCH EFFORT. IN PARTICULAR, THE PARTIES RECOGNIZE AND AGREE THAT CGA DOES NOT
WARRANT THAT THE CLEAN MANAGEMENT SET-UP WILL BE A COMPLETE SET-UP.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION
Signature Signature
By Xxxxx X. Xxxxx By Xxxxx X. Xxxxxxxx
----------------------------------- ----------------------------------
Name Xxxxx X. Xxxxx Xxxxx X. Xxxxxxxx
----------------------------------- ----------------------------------
Title Business Manager Senior Vice President
----------------------------------- ----------------------------------
Date 19 August 1999 Date
----------------------------------- ----------------------------------
Titan Software Systems Corporation 1114 Avenue of the Americas
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 212-944-6464
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 13 of 16
Statement of Work #05 for Titan
[logo]
EXHIBIT B - SOFTWARE LICENSE
EXHIBIT B TO STATEMENT OF WORK NUMBER 05 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
LICENSE RIGHTS TO MESSAGE FILE VIEWER
By this Exhibit B to Statement of Work Number 05 to the Subcontracting
Agreement - TSS-006-G060-99 dated _________, 19__ (the "Agreement"), CGA
hereby grants to Client a non-exclusive, royalty-free license to use in a
non-production environment for Client's own internal benefit in connection
with reviewing the message file generated by CGA as a result of processing
Client Code pursuant to this Statement of Work and the Agreement, the
computer software known as Message File Viewer (the "MFV"). CGA shall deliver
to Client the source code for the MFV. Client shall ensure that use of the
MFV is made only by (i) Client's employees, (ii) individuals or entities
which sell only the services of individuals with sufficient skills to work on
Year 2000 service projects (subject to the execution of a non-disclosure
agreement providing for the protection of the MFV) which does not include,
and Client shall not allow access to the MFV by, any individual or entity
that otherwise sells, markets or delivers Year 2000 services, or (iii)
individuals or entities approved in advance in writing by CGA in its
discretion. Client acknowledges and agrees that CGA has no obligation under
this Agreement to provide support or updates to the MFV. The MFV shall
constitute Private Information of CGA and shall be subject to the provisions
of Article 8 (CONFIDENTIALITY) of the Agreement. In addition, Client shall
keep the source code for the MFV in protected libraries to protect the
proprietary nature of that software. Without limiting the foregoing, Client
may not modify, translate, disassemble or decompile the software or any copy,
in whole or in part.
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 14 of 16
Statement of Work #05 for Titan
[logo]
The Parties agree that MFV shall not be deemed to constitute a product.
Furthermore, Client acknowledges and agrees that the making of any additions,
changes or other modifications to any of the MFV by anyone (other than by
CGA's TransMillennium-TM- personnel within the scope of, and made as part of,
the Year 2000 services provided under the Agreement and an express provision
of a Statement of Work) SHALL VOID ANY REPRESENTATION OR WARRANTY OF CGA
WITH REGARD TO THE MFV.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
Xxxxx X. Xxxxx Xxxxx X. Xxxxxxxx
----------------------------------- ----------------------------------
Name Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
----------------------------------- ----------------------------------
Title Senior Vice President
Business Manager
----------------------------------- ----------------------------------
Date Date
19 August 1999
----------------------------------- ----------------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 000-000-0000
-------------------------------------------------------------------------------
Cap Gemini Clean Management Page 15 of 16
Statement of Work #05 for Titan
[logo]
TABLE OF CONTENTS
SCOPE OF WORK...............................................................3
ACTIVITIES..................................................................5
PRE-RENOVATION SCANNING PREPARATION.......................................5
PRE-RENOVATION SCANNING PROCESSING........................................5
HELP DESK ASSISTANCE......................................................6
DELIVERABLES................................................................6
SCHEDULE....................................................................7
ASSUMPTIONS.................................................................8
RESPONSIBILITIES............................................................8
CAP GEMINI RESPONSIBILITIES...............................................8
TITAN RESPONSIBILITIES....................................................9
COMPLETION CRITERIA.........................................................9
INVESTMENT SUMMARY..........................................................9
EXHIBIT A-REPRESENTATIONS AND WARRANTIES...................................11
EXHIBIT B-SOFTWARE LICENSE.................................................13
APPENDIX 1: GENERAL SOURCE EXTRACTION GUIDELINES...........................15
STATEMENT OF WORK NUMBER # 04 FOR TITAN SOFTWARE SYSTEMS CORPORATION TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
This document and its attachments comprise Statement of Work Number
# 04 (this "Statement of Work") under the Subcontract Agreement -
TSS-006-G060-99 (the "Agreement") made as of the 28 day of July,
1999 by CAP GEMINI AMERICA LLC, a Delaware limited liability company
("Cap Gemini") and Titan Software Systems Corporation ("Titan" or
"Client"). Capitalized terms used but not defined in this Statement
of Work shall have the meanings given to them in the Agreement.
SCOPE OF WORK
Titan will utilize Cap Gemini's Pre-Renovation Scanning offering to
support its Year 2000 checking and testing efforts. Cap Gemini's
TransMillennium Services will provide Smart Error Message
Pre-Renovation Scanning tools and services for the source inventory
listed in the table below.
Pre-Renovation Scanning consists of tools and services that aid in
Year 2000 checking and testing by providing the following:
- An ISPF based message viewer to allow Titan to display the code
analysis messages in-stream with the source code.
- A DataMap repository that identifies the type and format of date
related fields in all Input and Output data structures.
- On-Site support and services to include tool training,, ARC
coordination, Deliverable Presentation, and project management and
administration.
Because the exact size and number of Pre-Renovation Scans are yet to
be defined, for the purpose of this Statement of Work, scope and
schedules are shown as typical for a 1,000 COBOL program and 1,000,000
line of code project. Actual schedules will vary depending on the
language mix and size of the Pre-Renovation Scanning requested.
-----------------------------------------------------------------------------
Source Type Elements Lines of Code
-----------------------------------------------------------------------------
MVS OS/VS COBOL and VS COBOL II 1,000
Programs/Subprograms(1)
-----------------------------------------------------------------------------
PL/1 Programs/Subprograms(1)
-----------------------------------------------------------------------------
MicroFocus COBOL Programs
-----------------------------------------------------------------------------
MVS Natural Programs
-----------------------------------------------------------------------------
Easytrieve Plus Programs
-----------------------------------------------------------------------------
Focus Programs
-----------------------------------------------------------------------------
Other Programs/Subprograms(1) (Specify Language)
-----------------------------------------------------------------------------
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 3 of 15
Statement of Work # 04 for Titan
[logo]
------------------------------------------------------------------------
Related Copybooks(2)
------------------------------------------------------------------------
JCL(3)
Note: If no number is specified here, it is
assumed that the number of Batch Job Streams
is no greater than the number of COBOL/PL/1
programs shown above.
------------------------------------------------------------------------
NOTE 1: For the purpose of Pre-Renovation Scanning, a program is defined
as any separately compilable entity.
NOTE 2: Only copybooks referenced by programs included in the
Pre-Renovation Scanning Inventory will be processed; unless specified, it
is assumed the number of copybooks is equal to the number of COBOL
programs above, and that the average size is 200 lines of code.
NOTE 3: Only JCL job streams which run programs included in the
Pre-Renovation Scanning Inventory should be sent for processing.
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 4 of 15
Statement of Work # 04 for Titan
[logo]
ACTIVITIES
PRE-RENOVATION SCANNING PREPARATION
Two weeks before Titan's extraction of the Pre-Renovation Scanning
source identified in the Scope of Work section, Cap Gemini will
provide source extraction guidelines and assistance to Titan in the
form of:
- Pre-Renovation Scanning Extraction Guide
- Help Desk Support
By the end of the second business week following the receipt of the
Pre-Renovation Scanning Extraction Guide, Titan will stage and extract
the identified source according to the general source extraction
guidelines summarized in Appendix 1 of this Statement of Work, and in
the format specified in the Pre-Renovation Scanning Extraction Guide.
Titan will send the extracted source to Cap Gemini's Application
Renovation Center-SM- (ARC-SM-) for Pre-Renovation Scanning processing.
PRE-RENOVATION SCANNING PROCESSING
After receiving the extracted source, the ARC will scan the source
and produce the Message File. Within three (3) weeks of receiving the
extracted source, the ARC will return the Message File to Titan in
electronic format.
At the time the Message File is returned to Titan, Cap Gemini will
provide one (1) person on-site for one business day to conduct the
following training for up to 15 Titan personnel:
- Pre-Renovation Scanning Introduction
- Message File Viewer (MFV)
- Electronic Datamap (EDM)
At the same time, Cap Gemini will deliver to Titan the following
tools to be used in the Pre-Renovation Scanning process, which shall
be licensed to Titan in accordance with the terms set forth in
Exhibit B to this Statement of Work:
- Message File Viewer (MFV)
- Electronic Datamap (EDM)
Titan will load the Message File into the Message File Viewer, and
then can begin code walk-through using the messages as a guide.
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 5 of 15
Statement of Work # 04 for Titan
[logo]
HELP DESK ASSISTANCE
Cap Gemini will provide Help Desk assistance to Titan during the
source extraction process and for 90 days from Titan's receipt of the
Message File. This assistance will be limited to telephone support
and will be available Monday through Friday from 8:00 AM until 8:00 PM
Eastern Time.
DELIVERABLES
The deliverables to be created and made available to Titan under
this Statement of Work are limited to the following:
----------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
-------------------------
(X = LEADS x = PARTICIPATES) CAP GEMINI TITAN
----------------------------------------------------------------------
- Pre-Renovation Scanning Training X x
- Pre-Renovation Scanning
Introduction
- Message File Viewer (MFV)
----------------------------------------------------------------------
- Cap Gemini Tools X
- MFV
- EDM
----------------------------------------------------------------------
- Pre-Renovation Scanning Documentation X
----------------------------------------------------------------------
- Extracted Source in ARC-Specified Format X
----------------------------------------------------------------------
- Generated Message File X
----------------------------------------------------------------------
- Message File Viewer Walk-Through X
- EDM Walk-Through
----------------------------------------------------------------------
- Help Desk Assistance X x
----------------------------------------------------------------------
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 6 of 15
Statement of Work # 04 for Titan
[logo]
SCHEDULE
Extraction Help Desk Support C C
Source Extraction and Shipment A
Receipt of Extracted Source C
Message File Creation C C C
Message File Delivery C
Pre-Renovation Scan Training C
Delivery of Cap Gemini Tools and Documentation C
Pre-Renovation Scan Processing Start
- Message File Walk-Through A
Start of 90-Day Help Desk Assistance Period C
C = CAP GEMINI A = TITAN
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 7 of 15
Statement of Work # 04 for Titan
[LOGO]
ASSUMPTIONS
Cap Gemini's proposed price and schedule is based on the scope of
work, assignment of responsibilities, deliverables, and assumptions
presented in this Statement of Work. It is important to understand
the assumptions upon which Cap Gemini based its price. The
assumptions enable Cap Gemini to communicate the basis of its
approach, work estimate, and delivery schedule. They provide a
foundation on which to build mutual understanding, common
expectations, and teamwork to achieve a successful project.
If the scope of work, assignment of responsibilities (including the
timeframe for completion of such responsibilities), deliverables or
assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule and/or deliverables. If
any of these do change, a Cap Gemini Project Impact Report (PIR)
will be prepared to document the occurrence and to assess the impact
to project targets (primarily cost and due date).
- Cap Gemini's tools require that Titan's operating environment be
MVS, and that workstations have either Windows 95 or Windows NT
Version 4.0 or above operating system, with ISPF installed on
Titan's mainframe.
- Mainframe/PC Upload/Download software.
- PKZIP or WinZip that support spanned multiple diskettes.
- Titan has a pre-prepared software and hardware environment in
order to immediately install the Pre-Renovation Scanning toolset
during the first half-day of Pre-Renovation Scanning training.
- The three (3) week ARC processing of the extracted source
(scanning, Message File creation) begins when the ARC receives the
COMPLETE extracted source with no missing inventory.
- With the exception of training, ARCDRIVE processing of the
extracted source, and Help Desk assistance, Titan performs all
Pre-Renovation Scanning activities.
- Titan will provide acknowledgement of the acceptance of all
deliverables within five (5) working days of receipt. After five
(5) working days, deliverables will be deemed accepted by Titan
unless Cap Gemini is notified otherwise in writing. Acceptance
criteria are limited solely to Titan's receipt of all deliverables
specified in this Statement of Work for the Source Inventory
specified in the Scope of Work section.
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Cap
Gemini will:
- Provide user documentation to accompany the training sessions and
in support of the Cap Gemini tools specified in the Activities
section of the Statement of Work
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 8 of 15
Statement of Work # 04 for Titan
[LOGO]
- Provide the warranty set forth in Exhibit A to this Statement of
Work (in accordance with Section 9.3 of the Agreement) with
respect to any activity or deliverables provided by Cap Gemini
pursuant to this Statement of Work.
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan
will:
- Perform all source extraction activities according to the
Pre-Renovation Scanning Extraction Guide provided by Cap Gemini.
- Identify and make available the appropriate personnel to assist in
software installation, if required.
- Identify and make available the appropriate personnel to attend
Pre-Renovation Scanning training, which will be conducted when the
message file and viewer are delivered to Titan.
- Perform all subsequent processing of the Message File provided by
Cap Gemini, including but not limited to making any program code
changes and testing of those changes.
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided
the items listed in the above section titled Deliverables for which
it is responsible.
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this Statement
of Work, Cap Gemini will, as part of this Year 2000 testing project,
provide Pre-Renovation Scanning tools, ARC services, and onsite
services to Titan for the identified source for a fixed price of 12
cents per line of code. (ACTUAL PRICE WILL DEPEND ON SCOPE).
- FIXED PRICE IS BASED ON A COST OF [...***...] PER LINE OF CODE. PRICE
IS SUBJECT TO CHANGE BASED ON LINE OF CODE COUNT (I.E., ADDITIONAL
LINES OF CODE FOR RELATED COPYBOOKS).
All out-of-scope work or variances to Cap Gemini's estimating
assumptions that require additional work or result in project delays
will be presented to Titan in the form of a Project Impact Report
for approval or acknowledgement.
The Agreement provides the terms and conditions underlying the tools
and services to be provided under this Statement of Work. This
Statement of Work, and its terms and prices, are valid for six (6)
weeks from the date on the Statement of Work. Cap Gemini will
commence this engagement upon the execution by the parties of the
Agreement, this Statement of Work, and Cap Gemini's non-disclosure
agreement (Z-1400).
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 9 of 15
Statement of Work # 04 for Titan
[LOGO]
*CONFIDENTIAL TREATMENT REQUESTED
This Statement of Work, including the Agreement, constitutes the entire
agreement between the parties with respect to the subject matter of
this Statement of Work. This Statement of Work and the Agreement
merge and supersede all prior oral or written agreements,
discussions, negotiations, commitments, writings or understandings,
including without limitation any representations contained in any
sales literature, brochures or other written descriptive or
advertising material and is the complete and exclusive statement of
the terms of the parties' agreement. Each of the parties acknowledges
and agrees that, in executing this Statement of Work and the
Agreement, it has not relied upon, and it expressly disclaims any
reliance upon, any representation or statement not set forth herein
or in the Agreement.
This Statement of Work may be executed in separate counterparts,
which together shall constitute a single instrument.
The parties hereto have caused this Statement of Work to be executed
by their respective duly Authorized Representatives.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
---------------------------------- --------------------------------
Name Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
---------------------------------- --------------------------------
Title Senior Vice President
Business Manager
---------------------------------- --------------------------------
Date Date
19 August 1999
---------------------------------- --------------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 000-000-0000
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 10 of 15
Statement of Work #04 for Titan
[CAP GEMINI LOGO]
EXHIBIT A--REPRESENTATIONS AND WARRANTIES
EXHIBIT A TO STATEMENT OF WORK 04 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
PRE-RENOVATION SCANNING
In connection with Year 2000 Pre-Renovation Scanning Services provided
pursuant to the Statement of Work, CGA represents and warrants that
CGA will scan all data which the Client sends to CGA (which has been
extracted in accordance with the Extraction Guide) and that CGA will
provide an Electronic DataMap based on this source data which will
substantially conform to the description in the EDM Guide. In the
event of a breach of the foregoing warranty, Client's sole remedy
shall be for CGA to perform again the services in respect of which
the foregoing has been breached to bring them into compliance with
such warranty. Any claim for breach of the foregoing warranty must be
made by written notice to CGA within 90 days of Client's receipt of
the Electronic DataMap from CGA or said claim shall be waived.
Client recognizes that it is responsible for all information supplied
to CGA with respect to Client's Code, including without limitation
Client's review of the DataMap, if applicable. ACCORDINGLY, EXCEPT AS
SET FORTH IN THE PRECEDING PARAGRAPH AND THE IMMEDIATELY FOLLOWING
PARAGRAPH AND IN ARTICLE 9 OF THE AGREEMENT, CGA EXPRESSLY DISCLAIMS
ANY AND ALL OTHER WARRANTIES. Without limiting the foregoing, Client
recognizes that CGA specifically does not warrant that, in performing
these services, CGA will identify all Client Code which may not
properly handle dates during and after the Year 2000. THE PARTIES
RECOGNIZE AND AGREE THAT THOSE SERVICES DO NOT CONSTITUTE A
RESPONSIBILITY PROJECT AND CGA DOES NOT WARRANT ANY PARTICULAR
OUTCOME; CLIENT SHALL REMAIN SOLELY RESPONSIBLE FOR THE RESULTS
ACHIEVED IN THE EFFORTS EXPENDED WITH RESPECT TO THE PARTICULAR
STATEMENT OF WORK. IN PARTICULAR, THE PARTIES RECOGNIZE AND AGREE
THAT CGA DOES NOT WARRANT THAT THE TESTING OF CLIENT'S CODE WILL BE
COMPLETE OR MEET ANY PARTICULAR SERVICE LEVEL OR QUALITY.
CGA further represents and warrants that the software licensed to
Client by CGA pursuant to Exhibit B to the Statement of Work will
function substantially in accordance with its documentation provided
that such software has been used in accordance with operating
instructions. CGA is not responsible for obsolescence of the software
provided hereunder that may result from changes in Client's
requirements. The foregoing warranty shall apply only to the most
current version of the software at issue. CGA assumes no
responsibility for the use of superseded, outdated, or uncorrected
versions of the software.
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 11 of 15
Statement of Work #04 for Titan
[CAP GEMINI LOGO]
In the event of a breach of the foregoing warranty with respect to
licensed software, CGA will use commercially reasonable efforts to
correct the defect. In the event that such defect is not corrected,
CGA will replace the software at no charge or, at CGA's option, CGA
will refund the purchase price for such software. This paragraph sets
forth Client's sole and exclusive remedy, and CGA's sole and
exclusive liability, with respect to defective software. Any claim
for breach of the foregoing warranty must be made by written notice
to CGA within 90 days of Client's receipt from CGA of the software at
issue or said claim shall be waived.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
----------------------------- -----------------------------
Name Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
----------------------------- -----------------------------
Title Senior Vice President
Business Manager
----------------------------- -----------------------------
Date Date
19 August 1999
----------------------------- -----------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 000-000-0000
--------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 12 of 15
Statement of Work #04 for Titan
[CAP GEMINI LOGO]
EXHIBIT B - SOFTWARE LICENSE
EXHIBIT B TO STATEMENT OF WORK NUMBER 04 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
LICENSE RIGHTS TO MESSAGE FILE VIEWER AND ELECTRONIC DATAMAP
By this Exhibit B to Statement of Work Number 04 to the Subcontracting
Agreement - TSS-006-G060-99 dated _______, 19__ (the "Agreement"), CGA hereby
grants to Client a non-exclusive, royalty-free license to use in a
non-production environment for Client's own internal benefit in connection
with reviewing the message file generated by CGA as a result of processing
Client Code pursuant to this Statement of Work and the Agreement, the
computer software known as Message File Viewer (the "MFV"). In addition, CGA
hereby grants to Client a non-exclusive, royalty-free license to use in a
non-production environment for Client's own internal benefit the software
tool known as Electronic Data Mapper (the "EDM") in connection with
validating Electronic DataMaps produced by CGA as a result of CGA's scanning
of Client Code pursuant to this Statement of Work and the Agreement. This
license permits the Client to install the EDM on one network server only. CGA
shall deliver to Client the source code for the MFV and the object code for
the EDM. Client shall ensure that use of the MFV and EDM is made only by (i)
Client's employees, (ii) individuals or entities which sell only the services
of individuals with sufficient skills to work on Year 2000 service projects
(subject to the execution of a non-disclosure agreement providing for the
protection of the MFV and the EDM) which does not include, and Client shall
not allow access to the MFV or EDM by, any individual or entity that
otherwise sells, markets or delivers Year 2000 services, or (iii) individuals
or entities approved in advance in writing by CGA in its discretion. Client
acknowledges and agrees that CGA has no obligation under this Agreement to
provide support or updates to the MFV or the EDM. The MFV and EDM shall
constitute Private Information of CGA and shall be subject to the provisions
of Article 8 (CONFIDENTIALITY) of the Agreement. In addition, Client shall
keep the source code for the MFV in protected libraries to protect the
proprietary nature of that software. Without limiting the foregoing, Client
may not modify, translate, disassemble or decompile the MFV software or EDM
or any copy, in whole or in part.
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 13 of 15
Statement of Work # 04 for Titan
[logo]
The Parties agree that both the MFV and EDM shall not be deemed to constitute
products. Furthermore, Client acknowledges and agrees that the making of any
additions, changes or other modifications to any of the MFV or EDM by anyone
(other than by CGA's TransMillennium-TM- personnel within the scope of, and
made as part of, the Year 2000 services provided under the Agreement and an
express provision of a Statement of Work) SHALL VOID ANY REPRESENTATION OR
WARRANTY OF CGA WITH REGARD TO THE MFV OR EDM.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
----------------------------------- ----------------------------------
Name Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
----------------------------------- ----------------------------------
Title Senior Vice President
Business Manager
----------------------------------- ----------------------------------
Date Date
19 August 1999
----------------------------------- ----------------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 000-000-0000
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 14 of 15
Statement of Work # 04 for Titan
[logo]
APPENDIX 1: GENERAL SOURCE EXTRACTION GUIDELINES
The following specifies the general guidelines for extracting source
code and associated components. Please refer to the Pre-Renovation
Scanning Extraction Guide for detailed instructions.
- Titan is responsible for segregating, extracting, and shipping
to the ARC all production source components according to the
schedule identified in the Statement of Work.
- The source to be extracted should consist only of the
Pre-Renovation Scanning inventory listed in the scope section of
this Statement of Work.
- The source to be extracted should be segregated into one PDS
library for each program language, one for copybooks, and one for
JCL.
- This segregation of source data should consist of the following
libraries:
1. COBOL programs (MVS OS/VS COBOL, VS COBOL II) and/or
2. PL/1 programs (PL/1) and/or
3. Other programs (separate libraries for each language)
4. Copybooks (including screen MAPs, DCLGENs, etc.)
5. JCL
-------------------------------------------------------------------------------
TransMillennium Pre-Renovation Scanning-TM- Page 15 of 15
Statement of Work # 04 for Titan
[logo]
TABLE OF CONTENTS
SCOPE OF WORK...............................................................1
ACTIVITIES..................................................................3
PRE-TEST SCANNING PREPARATION............................................3
PRE-TEST SCANNING PROCESSING.............................................3
HELP DESK ASSISTANCE.....................................................4
DELIVERABLES................................................................5
SCHEDULE....................................................................6
ASSUMPTIONS.................................................................7
RESPONSIBILITIES............................................................7
CAP GEMINI RESPONSIBILITIES..............................................7
TITAN RESPONSIBILITIES...................................................8
COMPLETION CRITERIA.........................................................8
INVESTMENT SUMMARY..........................................................8
EXHIBIT A - REPRESENTATIONS AND WARRANTIES.................................10
EXHIBIT B..................................................................12
APPENDIX 1: GENERAL SOURCE EXTRACTION GUIDELINES...........................14
STATEMENT OF WORK NUMBER # 03 FOR TITAN SOFTWARE SYSTEMS CORPORATION TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
This document and its attachments comprise Statement of Work Number
# 03 (this "Statement of Work") under the Subcontract Agreement -
TSS-006-G060-99 (the "Agreement") made as of the ___28___ day of
___July ___, 199_9_ by CAP GEMINI AMERICA LLC, a Delaware limited
liability company ("Cap Gemini") and Titan Software Systems
Corporation ("Titan" or "Client"). Capitalized terms used but not
defined in this Statement of Work shall have the meanings given to
them in the Agreement.
SCOPE OF WORK
Titan will utilize Cap Gemini's Pre-Test Scanning offering to
support its Year 2000 checking and testing efforts. Cap Gemini's
TransMillennium Services will provide Smart Walk-Through Pre-Test
Scanning tools and services for the source inventory listed in the
table below.
Pre-Test Scanning consists of tools and services that aid in Year
2000 checking and testing by providing the following:
- Smart Analysis Report and code analysis messages identifying
date logic and potential issues and related complexities in the
source code. They can be used to facilitate a walk-through of
Titan's in-house code.
- An ISPF based message viewer to allow Titan to display the code
analysis messages in-stream with the source code.
- A DataMap repository that identifies the type and format of date
related fields in all Input and Output data structures.
- Electronic cross-reference information that will facilitate the
selection of test data, such as program to dataset and program to
copybook references.
- On-Site support and services to include tool training,, ARC
coordination, Deliverable Presentation, and project management and
administration.
Because the exact size and number of Pre-Test Scans are yet to be
defined, for the purpose of this Statement of Work, scope and
schedules are shown as typical for a 1,000 COBOL program and 1,000,000
line of code project. Actual schedules will vary depending on the
language mix and size of the Pre-Test Scanning requested.
-----------------------------------------------------------------------------
Source Type Elements Lines of Code
-----------------------------------------------------------------------------
MVS OS/VS COBOL and VS COBOL II 1,000
Programs/Subprograms(1)
-----------------------------------------------------------------------------
PL/1 Programs/Subprograms(1)
-----------------------------------------------------------------------------
MicroFocus COBOL Programs
-----------------------------------------------------------------------------
-------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 1 of 14
Statement of Work # 03 for Titan Version 1.1-September, 1998
[Logo]
-----------------------------------------------------------------------------
MVS Natural Programs
-----------------------------------------------------------------------------
Easytrieve Plus Programs
-----------------------------------------------------------------------------
Focus Programs
-----------------------------------------------------------------------------
Other Programs/Subprograms(1) (Specify Language)
-----------------------------------------------------------------------------
Related Copybooks(2)
-----------------------------------------------------------------------------
JCL(3)
Note: If no number is specified here, it is assumed
that the number of Batch Job Streams is no greater
than the number of COBOL/PL/1 programs shown above.
-----------------------------------------------------------------------------
NOTE 1: For the purpose of Pre-Test Scanning, a program is defined
as any separately compilable entity.
NOTE 2: Only copybooks referenced by programs included in the
Pre-Test Scanning Inventory will be processed; unless specified, it is
assumed the number of copybooks is equal to the number of COBOL
programs above, and that the average size is 200 lines of code.
NOTE 3: Only JCL job streams which run programs included in the
Pre-Test Scanning Inventory should be sent for processing.
-------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 2 of 14
Statement of Work # 03 for Titan Version 1.1-September, 1998
[Logo]
ACTIVITIES
PRE-TEST SCANNING PREPARATION
Two week before Titan's extraction of the Pre-Testing Scanning
source identified in the Scope of Work section, Cap Gemini will
provide source extraction guidelines and assistance to Titan in
the form of:
- Pre-Test Scanning Extraction Guide
- Help Desk Support
By the end of the second business week following the receipt
of the Pre-Test Scanning Extraction Guide, Titan will stage and
extract the identified source according to the general source
extraction guidelines summarized in Appendix I of this Statement
of Work, and in the format specified in the Pre-Test Scanning
Extraction Guide. Titan will send the extracted source to
Cap Gemini's Application Renovation Center-SM- (ARC-SM-) for
Pre-Test Scanning processing.
PRE-TEST SCANNING PROCESSING
After receiving the extracted source, the ARC will scan the source
and produce the Message File and then begin the preparation of the
Smart Analysis Report. Within three (3) weeks of receiving the
extracted source, the ARC will return the Message File to Titan in
electronic format and provide a hard copy of the Smart Analysis
Report.
At the time the Message File and Smart Analysis Report are returned
to Titan, Cap Gemini will provide one (1) person on-site for two (2)
consecutive business days to conduct the following training for up to
15 Titan personnel:
- Pre-Test Scanning Introduction
- Message File Viewer (MFV)
- Smart Analysis Report Review
- Electronic Data Mapper with UDM Map Generator (EDM)
At the same time, Cap Gemini will deliver to Titan the following tools
to be used in the Pre-Test Scanning process, which shall be licensed
to Titan in accordance with the terms set forth in Exhibit B to this
Statement of Work:
- Message File Viewer (MFV)
- Electronic Data Mapper with UDM Map Generator (EDM)
Titan will load the Message File into the Message File Viewer,
review the Smart Analysis Report, and then can begin code
walk-through using the messages and report as a guide. Titan can then
make any necessary program changes manually and test the changes.
-------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 3 of 14
Statement of Work #03 for Titan Version 1.1 September, 1998
[Cap Gemini Logo]
HELP DESK ASSISTANCE
Cap Gemini will provide Help Desk assistance to Titan during the source
extraction process and for 90 days from Titan's receipt of the Message File
and the Smart Analysis Report. This assistance will be limited to telephone
support and will be available Monday through Friday from 8:00 AM until 8:00
PM Eastern Time.
-------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 4 of 14
Statement of Work #03 for Titan Version 1.1 September, 1998
[Cap Gemini Logo]
DELIVERABLES
The deliverables to be created and made available to Titan under this
Statement of Work are limited to the following:
RESPONSIBILITY
DELIVERABLES --------------------------------------
(X=LEADS x=PARTICIPATES) CAP GEMINI TITAN
-----------------------------------------------------------------------------------
- Pre-Test Scanning Training X x
- Pre-Test Scanning Introduction
- Message File Viewer (MFV)
- Electronic Data Map
- Smart Analysis Report Review
-----------------------------------------------------------------------------------
- Cap Gemini Tools X
- MFV
- EDM
-----------------------------------------------------------------------------------
- Pre-Test Scanning Documentation X
-----------------------------------------------------------------------------------
- Extracted Source in ARC-Specified Format X
-----------------------------------------------------------------------------------
- Generated Message File and Smart X
Analysis Report
-----------------------------------------------------------------------------------
- Code Walk-Through X
-----------------------------------------------------------------------------------
- Help Desk Assistance X x
-----------------------------------------------------------------------------------
-------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 5 of 14
Statement of Work #03 for Titan Version 1.1 September, 1998
[Cap Gemini Logo]
SCHEDULE
--------------------------------------------------------------------------------
PRE-TEST
SCAN PRE-TEST SCAN
PLANNED SCHEDULE PREPARATION PROCESSING
ACTIVITY WEEK # -2 -1 1 2 3 4
--------------------------------------------------------------------------------
Pre-Test Scan Extraction Guide C
Extraction Help Desk Support C C
Source Extraction and Shipment A
Receipt of Extracted Source C
DataMap, Message File, Cross Reference File, C C C C
and Smart Analysis Report Creation
DataMap, Message File, Cross Reference File, C
and Smart Analysis Report Delivery
Pre-Test Scan Training C
Delivery of Cap Gemini Tools and Documentation
Pre-Test Scan Processing Start
- DataMap Validation and Update
- Smart Analysis Report Review A
- Code Walk-Through
Start of 90-Day Help Desk Assistance Period C
--------------------------------------------------------------------------------
C = Cap Gemini A = Titan
--------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 6 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
ASSUMPTIONS
Cap Gemini's proposed price and schedule is based on the scope of
work, assignment of responsibilities, deliverables, and assumptions
presented in this Statement of Work. It is important to understand
the assumptions upon which Cap Gemini based its price. The
assumptions enable Cap Gemini to communicate the basis of its
approach, work estimate, and delivery schedule. They provide a
foundation on which to build mutual understanding, common
expectations, and teamwork to achieve a successful project.
If the scope of work, assignment of responsibilities (including the
timeframe for completion of such responsibilities), deliverables or
assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule and/or deliverables.
If any of these do change, a Cap Gemini Project Impact Report (PIR)
will be prepared to document the occurrence and to assess the
impact to project targets (primarily cost and due date).
- Cap Gemini's tools require that Titan's operating environment
be MVS, and that workstations have either Windows 95 or
Windows NT Version 4.0 or above operating system, with ISPF
installed on Titan's mainframe.
- Mainframe/PC Upload/Download software.
- PKZIP or WinZip that support spanned multiple diskettes.
- Titan has a pre-prepared software and hardware environment in
order to immediately install the Pre-Test Scanning toolset
during the first half-day of Pre-Test Scanning training.
- The three (3) week ARC processing of the extracted source
(scanning, Message File, and Smart Analysis Report creation)
begins when the ARC receives the COMPLETE extracted source
with no missing inventory.
- With the exception of training, ARCDRIVE processing of the
extracted source, and Help Desk assistance, Titan performs all
Pre-Test Scanning activities.
- Titan will provide acknowledgement of the acceptance of all
deliverables within five (5) working days of receipt. After
five (5) working days, deliverables will be deemed accepted by
Titan unless Cap Gemini is notified otherwise in writing.
Acceptance criteria are limited solely to Titan's receipt of
all deliverables specified in this Statement of Work for the
Source Inventory specified in the Scope of Work section.
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Cap
Gemini will:
- Provide user documentation to accompany the training sessions
and in support of the Cap Gemini tools specified in the
Activities section of the Statement of Work
--------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 7 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
- Provide the warranty set forth in Exhibit A to this Statement
of Work (in accordance with Section 9.3 of the Agreement) with
respect to any activity or deliverables provided by Cap Gemini
pursuant to this Statement of Work
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan
will:
- Perform all source extraction activities according to the
Pre-Test Scanning Extraction Guide provided by Cap Gemini.
- Identify and make available the appropriate personnel to
assist in software installation, if required.
- Identify and make available the appropriate personnel to
attend Pre-Test Scanning training, which will be conducted
when the report and electronic files are delivered to Titan.
- Perform all subsequent processing of the Message File and
Smart Analysis Report provided by Cap Gemini, including but
not limited to making any program code changes and testing of
those changes.
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has
provided the items listed in the above section titled Deliverables
for which it is responsible.
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this Statement
of Work, Cap Gemini will, as part of this Year 2000 testing
project, provide Pre-Test Scanning tools, ARC services, and onsite
services to Titan for the identified source for a fixed price of
(ACTUAL PRICE WILL DEPEND ON SCOPE).
- FIXED PRICE IS BASED ON A COST OF [...***...] PER LINE OF CODE.
PRICE IS SUBJECT TO CHANGE BASED ON LINE OF CODE COUNT (I.E.,
ADDITIONAL LINES OF CODE FOR RELATED COPYBOOKS).
All out-of-scope work or variances to Cap Gemini's estimating
assumptions that require additional work or result in project
delays will be presented to Titan in the form of a Project Impact
Report for approval or acknowledgment.
The Agreement provides the terms and conditions underlying the
tools and services to be provided under this Statement of Work.
This Statement of Work, and its terms and prices, are valid for six
(6) weeks from the date on the Statement of Work. Cap Gemini will
commence this engagement upon the execution by the parties of the
Agreement, this Statement of Work, and Cap Gemini's non-disclosure
agreement (Z-1400).
--------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 8 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
*CONFIDENTIAL TREATMENT REQUESTED
This Statement of Work, including the Agreement, constitutes the entire
agreement between the parties with respect to the subject matter of this
Statement of Work. This Statement of Work and the Agreement merge and
supersede all prior oral or written agreements, discussions,
negotiations, commitments, writings or understandings, including without
limitation any representations contained in any sales literature,
brochures or other written descriptive or advertising material and is
the complete and exclusive statement of the terms of the parties'
agreement. Each of the parties acknowledges and agrees that, in
executing this Statement of Work and the Agreement, it has not relied
upon, and it expressly disclaims any reliance upon, any representation
or statement not set forth herein or in the Agreement.
This Statement of Work may be executed in separate counterparts, which
together shall constitute a single instrument.
The parties hereto have caused this Statement of Work to be executed by
their respective duly Authorized Representatives.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Xxxxx X. Xxxxx /s/ X. Xxxxxxxx
---------------------------------- ----------------------------------
Name Xxxxx X. Xxxxxxxx
Business Manager
---------------------------------- ----------------------------------
Title Senior Vice President
---------------------------------- ----------------------------------
Date Date
19 August 1999
---------------------------------- ----------------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 212-944-6464
--------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 9 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
EXHIBIT A--REPRESENTATIONS AND WARRANTIES
EXHIBIT A TO STATEMENT OF WORK 03 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
PRE-TEST SCANNING
In connection with Year 2000 Pre-Test Scanning Services provided
pursuant to the Statement of Work, CGA represents and warrants that CGA
will scan all data which the Client sends to CGA (which has been
extracted in accordance with the Extraction Guide) and that CGA will
provide an Electronic DataMap based on this source data which will
substantially conform to the description in the EDM Guide. In the event
of a breach of the foregoing warranty, Client's sole remedy shall be for
CGA to perform again the services in respect of which the foregoing has
been breached to bring them into compliance with such warranty. Any
claim for breach of the foregoing warranty must be made by written
notice to CGA within 90 days of Client's receipt of the Electronic
DataMap from CGA or said claim shall be waived.
Client recognizes that it is responsible for all information supplied to
CGA with respect to Client's Code, including without limitation Client's
review of the DataMap, if applicable. ACCORDINGLY, EXCEPT AS SET FORTH
IN THE PRECEDING PARAGRAPH AND THE IMMEDIATELY FOLLOWING PARAGRAPH AND
IN ARTICLE 9 OF THE AGREEMENT, CGA EXPRESSLY DISCLAIMS ANY AND ALL OTHER
WARRANTIES. Without limiting the foregoing, Client recognizes that CGA
specifically does not warrant that, in performing these services, CGA
will identify all Client Code which may not properly handle dates during
and after the Year 2000. THE PARTIES RECOGNIZE AND AGREE THAT THOSE
SERVICES DO NOT CONSTITUTE A RESPONSIBILITY PROJECT AND CGA DOES NOT
WARRANT ANY PARTICULAR OUTCOME; CLIENT SHALL REMAIN SOLELY RESPONSIBLE
FOR THE RESULTS ACHIEVED IN THE EFFORTS EXPENDED WITH RESPECT TO THE
PARTICULAR STATEMENT OF WORK. IN PARTICULAR, THE PARTIES RECOGNIZE AND
AGREE THAT CGA DOES NOT WARRANT THAT THE TESTING OF CLIENT'S CODE WILL
BE COMPLETE OR MEET ANY PARTICULAR SERVICE LEVEL OR QUALITY.
CGA further represents and warrants that the software licensed to Client
by CGA pursuant to Exhibit B to the Statement of Work will function
substantially in accordance with its documentation provided that such
software has been used in accordance with operating instructions. CGA is
not responsible for obsolescence of the software provided hereunder that
may result from changes in Client's requirements. The foregoing warranty
shall apply only to the most current version of the software at issue.
CGA assumes no responsibility for the use of superseded, outdated, or
uncorrected versions of the software.
--------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 10 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
In the event of a breach of the foregoing warranty with respect to licensed
software, CGA will use commercially reasonable efforts to correct the
defect. In the event that such defect is not corrected, CGA will replace
the software at no charge or, at CGA's option, CGA will refund the
purchase price for such software. This paragraph sets forth Client's
sole and exclusive remedy, and CGA's sole and exclusive liability, with
respect to defective software. Any claim for breach of the foregoing
warranty must be made by written notice to CGA within 90 days of
Client's receipt from CGA of the software at issue or said claim shall be
waived.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Xxxxx X. Xxxxx /s/ X. Xxxxxxxx
---------------------------------- ----------------------------------
Name Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
---------------------------------- ----------------------------------
Title Senior Vice President
Business Manager
---------------------------------- ----------------------------------
Date Date
19 August 1999
---------------------------------- ----------------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 212-944-6464
--------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 11 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[LOGO]
EXHIBIT B--SOFTWARE LICENSE
EXHIBIT B TO STATEMENT OF WORK NUMBER 03 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
LICENSE RIGHTS TO MESSAGE FILE VIEWER AND ELECTRONIC DATAMAP
By this Exhibit B to Statement of Work Number 03 to the Subcontracting
Agreement -- TSS-006-G060-99 dated ______, 19__ (the "Agreement"), CGA hereby
grants to Client a non-exclusive, royalty-free license to use in a
non-production environment for Client's own internal benefit in connection
with reviewing the message file generated by CGA as a result of processing
Client Code pursuant to this Statement of Work and the Agreement, the
computer software known as Message File Viewer (the "MFV"). In addition, CGA
hereby grants to Client a non-exclusive, royalty-free license to use in a
non-production environment for Client's own internal benefit the software
tool known as Electronic Data Mapper (the "EDM") in connection with
validating Electronic DataMaps produced by CGA as a result of CGA's scanning
of Client Code pursuant to this Statement of Work and the Agreement. This
license permits the Client to install the EDM on one network server only. CGA
shall deliver to Client the source code for the MFV and the object code for
the EDM. Client shall ensure that use of the MFV and EDM is made only by (i)
Client's employees, (ii) individuals or entities which sell only the services
of individuals with sufficient skills to work on Year 2000 service projects
(subject to the execution of a non-disclosure agreement providing for the
protection of the MFV and the EDM) which does not include, and Client shall
not allow access to the MFV or EDM by, any individual or entity that
otherwise sells, markets or delivers Year 2000 services, or (iii) individuals
or entities approved in advance in writing by CGA in its discretion. Client
acknowledges and agrees that CGA has no obligation under this Agreement to
provide support or updates to the MFV or the EDM. The MFV and EDM shall
constitute Private Information of CGA and shall be subject to the provisions
of Article 8 (CONFIDENTIALITY) of the Agreement. In addition, Client shall
keep the source code for the MFV in protected libraries to protect the
proprietary nature of that software. Without limiting the foregoing, Client
may not modify, translate, disassemble or decompile the MFV software or EDM
or any copy, in whole or in part.
-------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 12 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[CAP GEMINI LOGO]
The Parties agree that both the MFV and EDM shall not be deemed to constitute
products. Furthermore, Client acknowledges and agrees that the making of any
additions, changes or other modifications to any of the MFV or EDM by anyone
(other than by CGA's TransMillennium-TM- personnel within the scope of, and
made as part of, the Year 2000 services provided under the Agreement and an
express provision of a Statement of Work) SHALL VOID ANY REPRESENTATION OR
WARRANTY OF CGA WITH REGARD TO THE MFV OR EDM.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Name Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Title Senior Vice President
Business Manager
-------------------------------- --------------------------------
Date Date
19 August 1999
-------------------------------- --------------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 000-000-0000
-------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 13 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[CAP GEMINI LOGO]
APPENDIX 1: GENERAL SOURCE EXTRACTION GUIDELINES
The following specifies the general guidelines for extracting source
code and associated components. Please refer to the Pre-Test Scanning
Extraction Guide for detailed instructions.
- Titan is responsible for segregating, extracting, and shipping to
the ARC all production source components according to the schdule
indentified in the Statement of Work.
- The source to be extracted should consist only of the Pre-Test
Scanning inventory listed in the scope section of this Statement
of Work.
- The source to be extracted should be segregated into one PDS
library for each program language, one for copybooks, and one
for JCL.
- This segregation of source data should consist of the following
libraries:
1. COBOL programs (MVS OS/VS COBOL, VS COBOL II) and/or
2. PL/1 programs (PL/1) and/or
3. Other programs (separate libraries for each language)
4. Copybooks (including screen MAPs, DCLGENs, etc.)
5. JCL
-------------------------------------------------------------------------------
TransMillennium Pre-Test Scanning-TM- Page 14 of 14
Statement of Work #03 for Titan Version 1.1 - September, 1998
[CAP GEMINI LOGO]
[LOGO of CAP GEMINI]
Xxxxx X. Xxxxx October 6, 1999
Business Manager
TITAN SOFTWARE SYSTEMS CORPORATION
0000 Xxxxxx Xxxxxxx Xxxxx
Xxxxx #000
Xxxxxx, XX 00000-0000
Re: AMENDMENT NO. 1 TO STATEMENT OF WORK #3 UNDER THE SUBCONTRACT
AGREEMENT XXX-000-X000-00 XXXXXXX XXX XXXXXX XXXXXXX, INC. AND TITAL SOFTWARE
SYSTEMS CORPORATION.
Dear Xxxxx:
Cap Gemini America, Inc. ("Cap Gemini") and Titan Software Systems
Corporation ("Titan") enter into this Amendment No. 1 ("Amendment") effective
as of the 8th day of October, 1999.
---
WHEREAS, Cap Gemini and Titan entered into a certain document entitled
"Subcontract Agreement - TSS-006-G060-99, ITD 57" dated as of March 23, 1999
(the "Agreement"),
WHEREAS, Cap Gemini and Titan entered into, among other Statements of Work,
Statement of Work #3 for Pre-test Scan Smart Walk-Through, dated August 19,
1999, ("SOW #3"),
WHEREAS, Cap Gemini and Titan desire to amend the SOW #3 as set forth herein,
NOW, THEREFORE, in consideration of the foregoing premises as well as the
mutual obligations herein made and undertaken, the parties, intending to be
legally bound, hereby covenant and agree as follows:
1. Add the following language to SOW #3 under the "Scope of Work"
section: "Assembler source for which total lines of code is currently
undetermined is priced at a cost of [...***...] per line of code. In
addition, the parties understand and acknowledge that "Exhibit B-
Software License" attached to SOW #3, is not applicable to this
Assembler source code. Moreover, such Assembler source code is not
subject to the previously agreed to "Exhibit A Pre-test Scanning"
representation and warranty. The only warranty language to govern
the Assembler source code is attached to this Amendment as Exhibit A
entitled "Assembler QUICKCHECK."
2. All terms and conditions of the Agreement and SOW #3 remain in full
force and effect unless explicitly modified by this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective duly authorized representatives to be effective as of
the date set forth above.
*CONFIDENTIAL TREATMENT REQUESTED
Please indicate your acceptance of this Amendment by signing both copies
of this Amendment and returning one fully executed original to the
undersigned.
Very truly yours,
CAP GEMINI AMERICA, INC.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Xxxxx X. Xxxxxxxx
Senior Vice President
Agreed and Accepted:
TITAN SOFTWARE SYSTEMS CORPORATION
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx Xxxxx, Business Manager
EXHIBIT A TO STATEMENT OF WORK #3 TO
SUBCONTRACT AGREEMENT - TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
ASSEMBLER QUICKCHECK-TM-
In connection with Year 2000 QUICKCHECK Services provided pursuant to the
Statement of Work, Cap Gemini America, Inc. ("CGA") represents and warrants
that CGA will scan all data which Titan Software Systems Corporation
("Client") sends to CGA (which has been extracted in accordance with the
Extraction Guide) and that CGA will provide a Smart Analysis Report based on
this source data which will substantially conform to the extract requirement.
In the event of a breach of the foregoing warranty, Client's sole remedy
shall be for CGA to perform again the services in respect of which the
foregoing has been breached to bring them into compliance with such warranty.
Any claim for breach of the foregoing warranty must be made by written notice
to CGA within 90 days of Client's receipt of the Smart Analysis Report from
CGA or said claim shall be waived.
CLIENT RECOGNIZES THAT THE SERVICES PROVIDED HEREUNDER ARE DEPENDENT UPON THE
INFORMATION SUPPLIED BY CLIENT TO CGA WITH REGARD TO CLIENT'S CODE. IN LIGHT
OF THIS, CGA PROVIDES THE WARRANTY SET FORTH ABOVE. WITHOUT LIMITING THE
FOREGOING, CLIENT RECOGNIZES THAT CGA SPECIFICALLY DOES NOT WARRANT THAT, IN
PERFORMING THESE SERVICES, CGA WILL IDENTIFY ALL CLIENT CODE WHICH MAY NOT
PROPERLY HANDLE DATES DURING AND AFTER THE YEAR 2000. THE PARTIES RECOGNIZE
AND AGREE THAT THOSE SERVICES DO NOT CONSTITUTE A RESPONSIBILITY PROJECT AND
CGA DOES NOT WARRANT ANY PARTICULAR OUTCOME; CLIENT SHALL REMAIN SOLELY
RESPONSIBLE FOR THE RESULTS ACHIEVED IN SUCH EFFORT. IN PARTICULAR, THE
PARTIES RECOGNIZE AND AGREE THAT CGA DOES NOT WARRANT THAT THE VALIDATION OF
CLIENT'S CODE WILL BE COMPLETE OR MEET ANY PARTICULAR SERVICE LEVEL OR
QUALITY.
EXCEPT AS SET FORTH IN THE PRECEDING PARAGRAPHS IN THIS EXHIBIT A AND
IN SECTION 3.2 OF THE AGREEMENT, CGA EXPRESSLY DISCLAIMS AND AND ALL
OTHER WARRANTIES.
CAP GEMINI AMERICA, INC. TITAN SOFTWARE SYSTEMS CORPORATION
By: /s/Xxxxx X. Xxxxxxxx By: Xxxxx X Xxxxx
--------------------- -----------------------
Name: Xxxxx X. Woodwared Name: Xxxxx X Xxxxx
------------------- ---------------------
Tital: Senior Vice President Title: Business Manager
---------------------------- --------------------
Date: October 25, 1999 Date: 11/4/99
------------------- --------------------
TABLE OF CONTENTS
SCOPE OF WORK ............................................................. 3
ACTIVITIES ................................................................ 3
20XX VALIDATION PREPARATION PHASE .................................... 4
20XX TEST READINESS CHECKPOINT ..................................... 6
VALIDATE PHASE ....................................................... 6
DELIVERABLES .............................................................. 7
SCHEDULE .................................................................. 9
PLANNED SCHEDULE ..................................................... 9
ASSUMPTIONS ............................................................... 10
RESPONSIBILITIES ......................................................... 11
CAP GEMINI RESPONSIBILITIES ......................................... 11
TITAN RESPONSIBILITIES .............................................. 12
COMPLETION CRITERIA ...................................................... 12
INVESTMENT SUMMARY ....................................................... 13
EXHIBIT A ................................................................ 15
EXHIBIT B ................................................................ 16
APPENDIX 1: SOURCE EXTRACTION GUIDELINES ................................ 18
STATEMENT OF WORK NUMBER #02 FOR TITAN TO CONSULTING AGREEMENT -
TRANSMILLENNIUM-TM- SERVICES
This document and its attachments comprise Statement of Work Number #01
(this "Statement of Work") under the Consulting Agreement -
TransMillennium-TM- Services (the "Agreement") made as of the ____________
day of _______________, 1999 by CAP GEMINI AMERICA, INC., a Delaware
corporation ("Cap Gemini") and The Titan Software Systems, ("Titan" or
"Client"). Capitalized terms used but not defined in this Statement of
Work shall have the meanings given to them in the Agreement.
SCOPE OF WORK
Titan's Validation Group (VG) consists of the source components listed
in the table below. A VG is a grouping of programs that are Validated
(tested) together. Cap Gemini's TransMillennium-TM- Services will assist
Titan with the Validation of the VG inventory by providing tools and
services that aid in Year 2000 testing utilizing Cap Gemini's
Application Renovation Methodology-SM- and the following tools and
services:
- A DataMap repository that identifies the type and format of date
related fields in all Input and Output data structures.
- Software to perform Data Aging using the information in the DataMap
repository.
- Electronic cross-reference information that will facilitate the
selection of test data, such as program to dataset and program to
copybook references.
-------------------------------------------------------------------------------
SOURCE TYPE ELEMENTS LINES OF CODE
-------------------------------------------------------------------------------
MVS OS/VS COBOL and VS COBOL II
Programs (1)
-------------------------------------------------------------------------------
Copybooks (2)
-------------------------------------------------------------------------------
Batch Jobstreams (JCL, PROCs) (3)
-------------------------------------------------------------------------------
NOTE 1: For the purpose of Validation, a program is defined as any
separately compilable entity.
NOTE 2: Only copybooks referenced by programs included in the
Validation Inventory will be processed.
NOTE 3: Only JCL jobstreams which run programs included in the
Validation Inventory should be sent for processing.
ACTIVITIES
Certain activities of the Validate Phase occur simultaneously so that
testcases/environment (Validation Tests) to be executed during the 20XX
test can be completed as indicated in the Schedule section of this
Statement of Work to avoid delays in 20XX testing.
--------------------------------------------------------------------------------
Cap Gemini Validation Group Page 3 of 18
Statement of Work #01 for Titan [LOGO]
20XX VALIDATION PREPARATION PHASE
During this phase Cap Gemini assists with Titan in critical preparatory
work before the actual Validation Group start. Its primary purpose is to
establish the test environment for the Validate phase. Setting up the
proper Year 2000 test environment will reduce possible project impacts
later.
Cap Gemini will conduct a Pre-Kickoff meeting to overview the project,
review roles and responsibilities, and confirm the schedule. Cap Gemini
will also review with Titan the information it must provide before
extraction of the Validation Group inventory. Titan will identify
inventory groupings and naming standards and locate source entities for
all application systems and data descriptions within the Validation
group.
Following the Pre-Kickoff meeting, Cap Gemini will conduct a number of
presentations to help Titan team members better understand how to
prepare for the validation of the Validation Group. Topics will include:
- Inventory Resolution
- Extraction Guidelines
Titan will qualify, quantify, link, compile and stage the Validation
Group inventory in compile-ready format without pre-compilers and
pre-processors, other than SQL or CICS, according to the guidelines
established in the Cap Gemini Extraction Toolkit provided by Cap Gemini
and outlined in Appendix 1 of this Statement of Work. In preparation for
extraction and to help minimize occurrences of missing inventory, Titan
will compile the baseline programs from baseline source libraries and
link executable baseline load modules into baseline load libraries with
no return codes greater than 4; check load lengths against production
load modules; and mitigate the differences.
Cap Gemini will conduct a number of sessions where Titan provides
information about:
- Test Environment Requirements
- Testcase and Scenario design and execution considerations
- Unique testing techniques/tools employed
Titan will provide documentation on the Validation Tests including:
- Job Control and Procedures used for Validation Group execution.
- Remediated Sort control cards and parameter cards
- Testcase execution procedures.
- Environment description, parameters, setup, and testcase
libraries
- Testcases, naming conventions, run instructions, environmental
setup, script dependencies, and extracted test data
Cap Gemini will lead a series of meetings to develop the Validation
Specification. Signoff is required by Titan on the Validation
Specification document produced from these meetings. This forms the
basis for the test execution in a 20XX environment by Cap Gemini.
--------------------------------------------------------------------------------
Cap Gemini Validation Group Page 4 of 18
Statement of Work #01 for Titan [LOGO]
- Titan will determine the data aging factors for different
systems/applications that are part of the Validation
Group identify the specific business rules that need to
be handled, and map this information to the Validation
Tests created by Titan.
- Titan will provide the Renovation strategy employed for
Year 2000 Remediation.
- Titan will provide the Renovation Standards employed to
renovate the application programs and the solutions used
to deal with renovation complexities.
- Naming conventions
- Date field strategy
- Formats of dates
- Programmatic Date clues
- Use of Dates in Key fields
- Disposition of reports and screens
Key deliverables from the Cap Gemini and Titan led meetings are a list
of tests to be executed, names and location of all data, JCL, scenarios,
online considerations, environment description and details, time warp
factor, and overall validation execution plan.
Titan and Cap Gemini will complete their detailed project plans during
Kickoff week.
A Cap Gemini Project Manager and a Technical Solutions Architect will be
on-site for the duration of this engagement.
By the end of Kickoff week, Cap Gemini will extract the Validation Group
inventory from the libraries in which it is staged to 3480/3490
cartridges and send it to the Application Renovation Center to begin the
QuickCHECK process.
Titan will provide a special spreadsheet that contains additional date
naming standards that will accompany the extracted source to the ARC.
The Application Renovation Center (ARC) will scan the extracted
inventory, review the results, and create the DataMap and the Universal
Data Migrator (UDM) Maps.
The DataMap provides a view into the application's use of data. It
contains information about all records and parameters discovered through
the ARCDRIVE toolset, repository and technical analysis. The DataMap
Report will include:
- Data Naming Standards Used
- DataMap with low certainty items (which require review)
highlighted
- Grouping of applications using the same datasets
At the time the DataMaps, Message, and Cross Reference Files are
returned to Titan, Cap Gemini will provide the following training for up
to 15 Titan personnel:
- Data Map Review
--------------------------------------------------------------------------------
Cap Gemini Validation Group Page 5 of 18
Statement of Work #01 for Titan [LOGO]
- Electronic DataMap
- Cap Gemini's Universal Data Migrator-SM- (UDM-SM-)
- Message File Viewer
At the same time, Cap Gemini will deliver to Titan the following tools
to be used in the Validate process, which shall be licensed to Titan in
accordance with the terms set forth in Exhibit B to this Statement of
Work.
- Electronic DataMapper with UDM Map Generator
- UDM
- Message File Viewer
- System Analysis Report
20XX TEST READINESS CHECKPOINT
Upon completion of the Validation Specification by Cap Gemini and Titan
and with the data returned from the processing of the code at the ARC,
Cap Gemini and Titan must mutually agree on the readiness for entrance
into 20XX test. The following entrance criteria must be satisfied for
Cap Gemini to begin 20XX test.
- Validation Specification completed with all of the information
identified above.
- Results of analysis of code at the ARC indicate a reasonable level
of renovation quality. These results will be reviewed with Titan
and the determination will be reached jointly by Cap Gemini and
Titan.
- There is no requirement to regenerate UDMMAPs based on DataMap
Review and Message File Viewer analysis.
- The environment including sufficient MIPS, DASD, regions, and tools
as defined during the Validation Preparation phase, testdata for
data aging, and testcases are all in place and ready to be turned
over to Cap Gemini for execution.
- If the determination is made that 20XX test entrance must be
delayed, a Project Impact will be generated.
VALIDATE PHASE
Using the UDM Maps as input to UDM Cap Gemini will use UDM to age the
test data and validate date field content in preparation for Year 2000
testing. Cap Gemini will then execute the Year 2000 testcases according
to the Validation Specification document.
Cap Gemini will use UDM to advance years in the test data by increments
specified by Titan for 20XX testing. Cap Gemini will manually advance
years in the online test scripts by the same increment.
Cap Gemini will perform the 20XX test in the 20XX environment using the
incremented data and scripts to demonstrate that the testcases run to
completion. Cap Gemini will provide the 20XX test job logs to Titan for
acceptance of successful test execution. Titan will provide signed
acceptance of the 20XX test based on the execution of the Validation
Tests in using time warp data in a 20XX environment according to the
specification.
--------------------------------------------------------------------------------
Cap Gemini Validation Group Page 6 of 18
Statement of Work #01 for Titan [LOGO]
Cap Gemini will execute the testcases according to the information
provided during the Validation Preparation Phase. If a rerun rate of
over 20% is encountered for testcases due to environment problems, code
quality problems, testcase errors, data errors, or any other issues, a
Project Impact Report (PIR) will be generated.
DELIVERABLES
The deliverables to be created and made available to Titan under this
Statement of Work are limited to the following:
---------------------------------------------------------------------------
RESPONSIBILITY
DELIVERABLES ---------------------------------
(X=LEADS X=PARTICIPATES) CAP GEMINI TITAN
- Year 2000 Project-Related Presentations X
---------------------------------------------------------------------------
- Testcase Documentation (Environment, X
JCL, etc.)
---------------------------------------------------------------------------
- Test Environment X
---------------------------------------------------------------------------
- Extraction Toolkit X
---------------------------------------------------------------------------
- Qualified, Quantified, Linked, Compiled X
and Staged Inventory
---------------------------------------------------------------------------
- Extracted VG Inventory X
---------------------------------------------------------------------------
- DataMaps X
---------------------------------------------------------------------------
- DataMap Extracts (UDMMaps) X
---------------------------------------------------------------------------
- EDM Program and Documentation X
---------------------------------------------------------------------------
- Message Files X
---------------------------------------------------------------------------
- UDM Map Generator and Documentation X
---------------------------------------------------------------------------
- Message File Viewer and Documentation X
---------------------------------------------------------------------------
- UDM and Documentation X
---------------------------------------------------------------------------
- Test Data and Scripts X
---------------------------------------------------------------------------
- Test Specification Document X
---------------------------------------------------------------------------
- Aged Test Data X
---------------------------------------------------------------------------
- 20XX Test Job Logs X
---------------------------------------------------------------------------
- 20XX Test Execution Acceptance X
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cap Gemini Validation Group Page 7 of 18
Statement of Work #01 for Titan [LOGO]
SCHEDULE
----------------------------------------------------------------------------------------------------------
PLANNED SCHEDULE PREPARATION VALIDATION
------------------------- ------ ----------------------------- -------------------------------------------
ACTIVITY WEEK # -1 1 2 3 4 5 6 7 8 9 10 - 14 16-16
------------------------- ------ ----------------------------- -------------------------------------------
Pre-Kickoff Meeting J
----------------------------------------------------------------------------------------------------------
Kickoff Meeting J
----------------------------------------------------------------------------------------------------------
Qualify, Quantify, Link,
Compile and Stage Inventory A
----------------------------------------------------------------------------------------------------------
Extract Inventory C
----------------------------------------------------------------------------------------------------------
Test Planning J J J J
----------------------------------------------------------------------------------------------------------
Code Scan/UDM Map Generation C C
----------------------------------------------------------------------------------------------------------
Review Output from Code Scan J
----------------------------------------------------------------------------------------------------------
Test Readiness Assessment J
----------------------------------------------------------------------------------------------------------
Time Warp Data C C
----------------------------------------------------------------------------------------------------------
Execute 20XX Test C C C C
----------------------------------------------------------------------------------------------------------
Accept 20XX A
----------------------------------------------------------------------------------------------------------
Accept & Sign-Off Project A
----------------------------------------------------------------------------------------------------------
C = CAP GEMINI J = JOINT EFFORT A = TITAN
SCHEDULE IS BASED UPON TESTING FOR 1000 PROGRAMS.
--------------------------------------------------------------------------------
Cap Gemini Validation Group Page 8 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
ASSUMPTIONS
Cap Gemini's proposed price and schedule are based on the scope of
work, assignment of responsibilities, deliverables and assumptions
presented in this Statement of Work. It is important to understand
the assumptions upon which Cap Gemini based its price. The
assumptions enable Cap Gemini to communicate the basis of its
approach, work estimate, and delivery schedule. They provide a
foundation on which to build mutual understanding, common
expectations, and teamwork to achieve a successful project.
If the scope of work, assignment of responsibilities, deliverables
or assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule, and/or
deliverables. If any of these do change, a Cap Gemini Project
Impact Report (PIR) will be prepared to document the occurrence and
to assess the impact to project targets (primarily cost and due
date).
- The code to be validated is deemed to be Y2K ready,
and has been tested in a 19XX environment.
- TITAN will have completed the following Set-Up
activities before Week One (Kickoff week) of the
project schedule.
- Qualified, quantified, linked, compiled and staged the
Validation Group inventory as described in the
Activities section of the Statement of Work, and
according to the guidelines established in the
Extraction Toolkit provided by Cap Gemini and
summarized in Appendix 1 of this Statement of Work.
- If the work is performed at a Titan facility,
establish the 20XX test environments that comply with
the Production environment in which the Validation
Group system(s) currently reside.
- Created and tested the application program environment
test cases in a 19XX mode against the same Production
source programs sent to the ARC for UDM map creation.
- Source code is extracted according to the project
schedule. Late shipments or elements found by the ARC
to be missing from the program logic that result in
delays will result in a charge to TITAN as a Project
Impact.
- TITAN will provide sign-off of all deliverables within
five (5) working days of receipt. After five (5)
working days, deliverables will be deemed accepted by
TITAN unless Cap Gemini is notified otherwise in
writing.
- If the work is performed at a Titan facility,
initiator priority and on-line priorities at
near-production level will be available.
- Date-related changes to production programs or file
layouts since the test data was extracted that require
re-renovation of the affected programs are considered
outside the scope of this Statement of Work.
- Date-related changes to file layouts since the
programs were extracted that require regeneration of
the UDM maps are considered outside the scope of this
Statement of Work.
--------------------------------------------------------------------------------
Cap Gemini Validation Group Page 9 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
- Validate test cases that fail to complete normally due
to incorrectly resolved file complexities is
considered out of the scope of this agreement.
- This Statement of Work describes all the work to be
performed and the deliverables that will be provided.
Work or deliverables not contained in this Statement
of Work are considered out-of-scope and are excluded
form this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentiality
agreement (document Z-1400) or the Consulting
Agreement - TransMillennium-TM- Services must be signed
before holding the Pre-Kickoff Meeting by TITAN and
its third-party vendors who will be working on this
project.
- Cap Gemini will perform 21st century (20xx) testing on
the programs identified by the Titan. These programs
will be identified as part of this SOW and any
deviation will result in the creation of a Project
Impact.
- Titan will provide all test data for the programs to
be tested. It is recommended that small files (1000
records)be used for testing purposes. Delays in
providing the test data to the Cap Gemini test team
will result in a Project Impact.
- Cap Gemini will run the programs to a successful
completion but it will be the responsibility of the
Titan to verify the accuracy of the output. Smaller
test files will expedite the review process.
- If a program error results due to an existing program
problem or an incorrectly renovated program by the
Titan, Cap Gemini will document that an error has
occurred and return it to the Titan for resolution. If
the Titan prefers Cap Gemini resolve the error, this
correction will be done on a time and material basis.
If this situation occurs, a Problem Impact Report will
be generated resulting in additional costs to Titan
and/or a schedule impact.
- Cap Gemini will correct errors resulting from 20XX
tests.
- Tests will be set up with one screen test per screen
format.
- Tests will be independent and restartable.
- Titan will provide the necessary test tools (i.e.:
Hourglass, CompareX, Hyperstation, etc.).
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work,
Cap Gemini will:
- Extract the qualified, quantified and staged source,
in PDS format, from the staging libraries; extraction
from source management libraries such as Panvalet are
outside the scope of this Statement of Work.
--------------------------------------------------------------------------------
Cap Gemini Validation Group Page 10 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan will:
- Establish a Sponsors Committee whose members are able to make
decisions about the project and are committed to attending the
meetings
- Appoint a Project Executive and a full-time Project Manager
- Provide all necessary system support staff
- Provide adequate work space, laser printers (with at least 2M
memory), telephones (including speakerphones and analog lines),
and use of other office equipment for each Cap Gemini team member
while on-site
- Provide system access (logons, passwords) with a response time
of no more than two (2) seconds, as well as off-hours facilities
access to all Cap Gemini team members working on-site
- Provide documentation for the source to be renovated (i.e., how
programs are supposed to run and system flows for batch;
man-machine interface such as user guides for online)
- Provide documentation to Cap Gemini, including hardcopy job
output, system flows (batch JCL and on-line scripts), input
control cards, job sequences, location and naming of input/output
files and databases
- Make no file layout changes once the test databases and files
are extracted
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided the
items listed in the above section titled Deliverables for which it is
responsible.
--------------------------------------------------------------------------------
Cap Gemini Validation Group Page 11 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this
Statement of Work, Cap Gemini will, as part of this Year 2000
Validation Group project, help Titan Validate the identified
inventory for Validation Group 01 for a fixed price of $xxx,xxx
over xxxx weeks
All out-of-scope work or variances to Cap Gemini's estimating
assumptions that require additional work or result in project delays
will be presented to Titan in the form of a Project Impact Report for
approval or acknowledgment.
In addition, Titan will pay travel and living expenses for Cap Gemini
on-site project team members during the life for the project. These
expenses will be billed at cost and invoiced bi-weekly throughout the
term of the engagement. Cap Gemini will make every effort to minimize
these expenses.
The Agreement provides the terms and conditions underlying the
services to be provided under this Statement of Work. This Statement
of Work, and its terms and prices, are valid for six (6) weeks from
the date on the Statement of Work. Cap Gemini will commence this
engagement within six (6) weeks of signing an agreement with Titan.
--------------------------------------------------------------------------------
Cap Gemini Validation Group Page 12 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
This Statement of Work, including the Agreement, constitutes the
entire agreement between the parties with respect to the subject
matter of this Statement of Work. This Statement of Work and the
Agreement merges and supersedes all prior oral or written agreements,
discussions, negotiations, commitments, writings or understandings,
including without limitation any representations contained in any
sales literature, brochures or other written descriptive or
advertising material and is the complete and exclusive statement of
the terms of the parties' agreement. Each of the parties acknowledges
and agrees that, in executing this Statement of Work and the
Agreement, it has not relied upon, and it expressly disclaims any
reliance upon, any representation or statement not set forth herein or
in the Agreement.
This Statement of Work may be executed in separate counterparts, which
together shall constitute a single instrument.
The parties hereto have caused this Statement of Work to be executed
by their respective duly Authorized Representatives.
TITAN: CAP GEMINI AMERICA, INC.:
Signature Signature
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
---------------------------------- --------------------------------
Name Name
Xxxxx X. Xxxxx Xxxxx X. Xxxxxxxx
---------------------------------- --------------------------------
Title Title
Business Manager Senior Vice President
---------------------------------- --------------------------------
Date Date
4 May 1999 May 4, 1999
---------------------------------- --------------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 212-944-6464
--------------------------------------------------------------------------------
Cap Gemini Validation Group Page 13 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
EXHIBIT A--REPRESENTATIONS AND WARRANTIES
-------------------------------------------------------------------------------
Cap Gemini Validation Group Page 14 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
EXHIBIT B--SOFTWARE LICENSE
EXHIBIT B TO STATEMENT OF WORK NUMBER __ TO
CONSULTING AGREEMENT - TRANSMILLENNIUM-TM- SERVICES
LICENSE RIGHTS TO EDM AND UDM
By this Exhibit B to Statement of Work Number __ to the Consulting
Agreement - TransMillennium-TM- Services dated _______, 19__ (the
"Agreement"), CGA hereby grants to Client a non-exclusive, royalty-free
license to use in a non-production environment for Client's own internal
benefit (i) the software tool known as Electronic Data Mapper with the
UDM Map Generator (the "EDM") in connection with Electronic DataMaps
produced by CGA as a result of CGA's scanning of Client Code pursuant to
this Statement of Work and the Agreement, and (ii) the computer program
known as the Universal Data Migrator (the "UDM") in connection with UDM
Maps generated by the Electronic Data Mapper utilized by Client pursuant
to this Statement of Work and the Agreement. This license permits the
Client to install the EDM on one network server or one workstation only.
CGA shall deliver to Client the object code for the EDM and the UDM.
Client shall ensure that use of the EDM and the UDM is made only by (i)
Client's employees, (ii) individuals or entities which sell only the
services of individuals with sufficient skills to work on Year 2000
service projects (subject to the execution of a non-disclosure agreement
providing for the protection of the EDM and the UDM) which does not
include, and Client shall not allow access to the EDM or the UDM by, any
individual or entity that otherwise sells, markets or delivers Year 2000
services, or (iii) individuals or entities approved in advance in
writing by CGA in its discretion. Client acknowledges and agrees that
CGA has no obligation under this Agreement to provide support or updates
to the EDM or the UDM. The EDM and the UDM shall constitute Private
Information of CGA and shall be subject to the provisions of Article 8
(CONFIDENTIALITY) of the Agreement. Without limiting the foregoing,
Client may not modify, translate, disassemble or decompile the EDM or
the UDM or any copy, in whole or in part.
-------------------------------------------------------------------------------
Cap Gemini Validation Group Page 15 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
The Parties agree that the EDM and the UDM shall not be deemed to
constitute products. Furthermore, Client acknowledges and agrees that
the making of any additions, changes or other modifications to the EDM
or UDM by anyone (other than by CGA's TransMillennium-TM- personnel
within the scope of, and made as part of, the Year 2000 services
provided under the Agreement and an express provision of a Statement of
Work) SHALL VOID ANY REPRESENTATION OR WARRANTY OF CGA PURSUANT TO
ARTICLE 9 OF THE AGREEMENT WITH REGARD TO THE EDM OR THE UDM, AS
APPLICABLE.
TITAN: CAP GEMINI AMERICA, INC.:
Signature Signature
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
---------------------------------- --------------------------------
Name Name
Xxxxx X. Xxxxx Xxxxx X. Xxxxxxxx
---------------------------------- --------------------------------
Title Title
Business Manager Senior Vice President
---------------------------------- --------------------------------
Date Date
4 May 1999 May 4,1999
---------------------------------- --------------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 212-944-6464
-------------------------------------------------------------------------------
Cap Gemini Validation Group Page 16 of 18
Statement of Work # 01 for Titan [CAP GEMINI LOGO]
APPENDIX 1: SOURCE EXTRACTION GUIDELINES
- All source code must be compiled and linked in a baseline
environment prior to extraction.
- Cap Gemini will be responsible for extracting data from the source
PDSs created by Titan. Data extraction from source management
libraries such as Panvalet are outside the scope of this Statement
of Work.
- All COBOL program inventory will be submitted in one dataset;
copybooks, Librarian and/or Panvalet Includes and DCLGENS together
in a separate dataset; JCL, PROCs and Control Statement will each
be submitted in their own datasets. This will result in five datasets
in all.
- Generated COBOL from Telon is to be submitted in a separate PDS
from the Telon source and both separate from COBOL source.
- Other languages included in the contract should be similarly
divided, named and submitted.
- DCLGENs, Librarian and/or Panvalet Includes and copybooks with the
same names must be resolved so that names are unique and sent in one
dataset.
- All JCL associated with the inventory must be submitted.
- JCL with the same names from different libraries must be resolved
so that names are unique and sent in one dataset.
- PROCs with the same names from different libraries must be resolved
so that names are unique and sent in one dataset.
- Control Statements with the same names from different libraries
must be resolved so that names are unique and sent in one dataset.
- The Cap Gemini Extraction Toolkit Guide must be followed for naming
conventions.
- AMB list (LISTDIR) for the load libraries must be sent to the ARC
electronically.
- If the DataMap is to be broken down by application (also known as
an Application Level map option), a cross reference spreadsheet
must be submitted. Column 1 must contain the application name;
column 2 must contain the member name. This is required for program
and JCL members.
- All copybooks used by DBMS should be included in an appropriate
copybook library by language type. For example, include COBOL DB2
DCLGENs in a separate copybook library. For IDMS, all programs and
copybooks must be extracted from the IDD and stored in a sequential
punch file format (special directions for IDMS will be provided at
the Pre-Kickoff Meeting).
-------------------------------------------------------------------------------
Cap Gemini Validation Group Page 17 of 18
Statement of Work #01 for Titan [Cap Gemini Logo]
Ideas People Technolgy
TABLE OF CONTENTS
EXECUTIVE SUMMARY............................................................................................1
SUMMARY......................................................................................................2
RENOVATE, VALIDATE, AND IMPLEMENT............................................................................3
SCOPE OF WORK................................................................................................3
ACTIVITIES...................................................................................................3
SET UP..................................................................................................3
RENOVATE PHASE..........................................................................................5
TESTING APPROACH.............................................................................................6
VALIDATE PHASE..........................................................................................7
IMPLEMENT PHASE.........................................................................................8
DELIVERABLES.................................................................................................8
SCHEDULE....................................................................................................11
TYPICAL 1,000 PROGRAM SCHEDULE.........................................................................11
ASSUMPTIONS.................................................................................................12
RESPONSIBILITIES............................................................................................13
CAP GEMINI RESPONSIBILTIES.............................................................................13
TITAN RESPONSIBILITES..................................................................................14
COMPLETION CRITERIA.........................................................................................15
SCOPE OF WORK...............................................................................................16
ACTIVITIES..................................................................................................16
20XX VALIDATION PREPARATION PHASE......................................................................16
VALIDATE PHASE.........................................................................................19
DELIVERABLES................................................................................................20
SCHEDULE....................................................................................................22
ASSUMPTIONS.................................................................................................23
RESPONSIBILITIES............................................................................................25
CAP GEMINI RESPONSIBILITIES............................................................................25
TITAN RESPONSIBILITIES.................................................................................25
COMPLETION CRITERIA.........................................................................................25
INVESTMENT SUMMARY..........................................................................................26
EXHIBIT A -- REPRESENTATIONS AND WARRANTIES -- RENOVATE VALIDATE AND IMPLEMENT..............................28
EXHIBIT A -- REPRESENTATIONS AND WARRANTIES -- VALIDATION ONLY..............................................29
EXHIBIT B...................................................................................................31
APPENDIX 1: SOURCE EXTRACTION GUIDELINES....................................................................33
APPENDIX 2: RENOVATION STANDARDS............................................................................34
APPENDIX 3: PROGRAM COMPLEXITY LEVELS.......................................................................38
APPENDIX 4: MILESTONE PAYMENT SCHEDULE......................................................................39
STATEMENT OF WORK NUMBER #01 FOR TITAN SOFTWARE SYSTEMS CORPORATION TO
SUBCONTRACTING AGREEMENT -- TSS-006-G060-99
This document and its attachments comprise Statement of Work Number #01
(this "Statement of Work") under the Subcontract Agreement TSS-006-G060-99
(the "Agreement") made as of the ____________________________ day of
___________, 199__ by CAP GEMINI AMERICA LLC, a Delaware limited liability
company ("Cap Gemini") and Titan Software Systems Corporation ("Titan" or
"Client"). Capitalized terms used but not defined in this Statement
of Work shall have the meanings given to them in the Agreement.
EXECUTIVE SUMMARY
At Titan's request and direction, Cap Gemini agrees to perform
services for The Government of the District of Columbia ("DC
Government") consistent with this Statement of Work. Parties agree that
contractual obligations are between Cap Gemini and Titan and Cap Gemini
shall have no liability to DC Government.
Cap Gemini has focused its Year 2000 offering on the biggest part
of the Year 2000 challenge, the mainframe programs. Therefore, we are
prepared to support Titan in providing language renovation services to
Titan's client, DC Government, in the following areas:
- COBOL
- Easytrieve
- Focus
With this in mind, we also understand that the DC Government has a
significant inventory to be remediated and/or tested. Cap Gemini
proposes a strategy for handling this volume of work, provided
some significant assumption are realized:
- Subject Matter Experts (SMEs) will be available from Titan to
develop and produce test cases for validation activities
- Baseline development and execution are accomplished according
to the project schedule
- SMEs will review the DataMaps according to the project
schedule
- Testing environment will be made available by Titan that can
handle the anticipated work load
- SMEs and the Cap Gemini project team will work together to
develop a selective testing strategy -- generally, testing
only the programs that have changed. This is an increased risk
for Titan inasmuch as not all of the programs will be tested.
Titan should review all of the assumptions outlined throughout
this document.
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 1 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[Cap Gemini Logo]
Understanding the stringent requirements and time constraints, Cap
Gemini is proposing to perform an accelerated approach to addressing
the Year 2000 challenges at Titan's client, the DC Government. We
propose to perform a Set-Up to prepare the environment and get ready
for the accelerated project. The Set-Up will take approximately one
month. Success in a project like this depends not only on an excellent
and proven technical approach, but also requires a significant and
disciplined project management approach. Cap Gemini will use its
ISO9001 certified quality system, PERFORM-Registered Trademark-, to
manage this effort. Because of the unusual size and time constraints of
this project, Cap Gemini proposes that Titan and Cap Gemini establish a
Sponsor's Committee to oversee these efforts. This Sponsor's Committee
is consistent with PERFORM-Registered Trademark- requirements. We
suggest that Senior management of both organizations participate in the
oversight effort. Xxxx Xxxxx, Cap Gemini's President and Xxxxx Xxxxx,
Cap Gemini's COO have both expressed interest in this effort and will
be involved in status reporting. Xxx Xxxxxxxx, Cap Gemini Senior Vice
President who is responsible for TransMillenium-TM- Services is
planning to participate in the Sponsor's Committee.
SUMMARY
The Cap Gemini strategy is integrated and end-to-end. Because our
approach is truly repository based, once knowledge about a date is
gained, it is available for the renovation, and validation
activities. The Cap Gemini approach is focused on understanding the
data and dates preceding any program or file changes, therefore the
renovation occurs smoothly and accurately, and problems in testing are
minimized. We believe that because we focus on understanding the
specifics of what is to be done, that the amount of "re-do" because of
incomplete information or information understood in different ways is
minimized. Additionally, the leverage of the DataMap provides
consistency throughout the entire project life cycle.
This document contains two sections--Scope, Activities,
Deliverables, Phase Descriptions, Deliverables and Assumptions for
Renovate, Validate, Implement and Test Only projects.
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 2 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[Cap Gemini Logo]
RENOVATE, VALIDATE, AND IMPLEMENT
SCOPE OF WORK
Titan's Implementation Groups (IG) consists of the source
components listed in the table below. Each IG is a grouping of
programs that are Renovated, Validated, and Implemented together. Cap
Gemini's TransMillennium-TM- Services will assist Titan in providing its
client with the Set Up, Renovation, Validation and Implementation of the
IG inventory using Cap Gemini's Application Renovation Methodology-SM-
and its automated ARCDRIVE-SM- toolset.
Cap Gemini has agreed to handle Implementation Groups composed of:
- Mainframe COBOL
- Microfocus COBOL
- Focus
- Easytrieve
For each Implementation Group, Titan will supply the specific
scope in terms of:
- Number of Elements by language type
- Lines of Code
- Copybooks
- Jobstreams (JCL & Procs)
Note 1: Unless specified, Cap Gemini assumes the average program
size is 1,500 lines of code.
Note 2: Unless specified, Cap Gemini assumes the number of
copybooks is equal to the number of programs above, and the average
size is 200 lines of code.
Note 3: Unless specified, Cap Gemini assumes the number of batch
jobstreams is equal to the number of programs above, and the average
size is 100 lines of code.
Note 4: Easytrieve can be included in the scope of work included
in this Statement of Work. Once the number of programs is determined
Cap Gemini will provide a separate pricing for the Easytrieve portion
of the inventory.
ACTIVITIES
Set Up precedes the start of the Implementation Group. Certain
activities of the Renovate and Validate Phases occur simultaneously so
that Baseline is complete as indicated in the Schedule section of this
Statement of Work to avoid delays in 19XX and 20XX testing.
SET UP
Set Up will help Titan get off to a running start by performing
critical preparatory work before the actual Implementation Group start.
Its primary purpose is to establish the test environment for the
Renovate, Validate and Implement phases. Setting up the proper Year
2000 environment will reduce possible project impacts later.
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 3 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[Cap Gemini Logo]
During Set Up, Cap Gemini will conduct a Pre-Kickoff meeting to overview
the project, review roles and responsibilities, and confirm the
schedule. Cap Gemini will also review with Titan the information it must
provide before extraction of the Implementation Group inventory,
including:
- For all application systems and data descriptions to be analyzed,
Titan will:
- Identify inventory groupings and naming standards
- Locate source entities
- Titan will provide insight on the current use of dates and initial
guidance on the technical solution, including:
- Naming Conventions - Date Field Strategy - Formats of Dates
- Programmatic Date - Use of Dates in Key - Disposition of
Clues Fields Reports and Screens
Following the Pre-Kickoff meeting, Cap Gemini will conduct a number of
presentations to help Titan team members better understand how to
prepare for the renovation, validation and implementation of the
Implementation Group. Topics will include:
- Inventory Resolution
- Extraction Guidelines
- Technical Approach
- Test Environment Requirements
- Validation Process Overview
- Baseline Creation
Titan will qualify, quantify, link, compile and stage the Implementation
Group inventory in compile-ready format without pre-compilers and
pre-processors, other than SQL or CICS, according to the guidelines
established in the Cap Gemini Extraction Toolkit provided by Cap Gemini
and outlined in Appendix 1 of this Statement of Work. In preparation for
extraction and to help minimize occurrences of missing inventory, Titan
will compile the baseline programs from baseline source libraries and
link executable baseline load modules into baseline load libraries with
no return codes greater than 4; check load lengths against production
load modules; and mitigate the differences.
Titan will establish at least four (4) separate test environments --
Baseline, 19XX, 20XX, and Production (for service and load libraries) --
that reflect the Production environment in which the Implementation
Group system(s) currently resides. Titan will create the Baseline
application program environment from the same Production source programs
that are to be extracted and sent to the ARC for renovation, and as
specified in the Baseline Testing Guide provided by Cap Gemini.
Following Baseline training, Titan team members will begin developing
the Baseline data and scripts for the Implementation Group. Because it
is the basis for all subsequent testing in the Validate Phase, Baseline
creation should commence as soon as possible.
During Set Up, both Cap Gemini and Titan will create their detailed
project plans.
--------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 4 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
RENOVATE PHASE
Titan and Cap Gemini will complete their detailed project plans during
Kickoff week.
During Kickoff week, Cap Gemini will facilitate Implementation
Group-specific complexity analysis sessions for the Titan Subject Matter
Experts (SMEs) to identify complexities in the Implementation Group and
to select/devise the approaches to addressing the complexities. These
SMEs should be the technical people responsible for maintaining the
systems to be renovated.
By the end of Kickoff week, Cap Gemini will extract the Implementation
Group inventory from the libraries in which it is staged to 3480/3490
cartridges and send it to the Application Renovation Center to begin the
renovation process. The ARC will scan the extracted inventory, review the
results, and create the DataMap.
Titan will provide a special spreadsheet that contains additional date
naming standards that will accompany the extracted source to the ARC.
Application programs can be coded in such a way that it is very
difficult or even impossible to uncover date fields using any manual or
automated technique without having application specific knowledge or
documentation. To maximize application renovation success given the
challenges of finding all dates, Cap Gemini will:
- Track discoverable date fields through their interaction with other
fields to uncover hidden date fields
- Automate an integrated rapid analysis tool for technical domain
analysis
- Focus and facilitate application domain analysis by providing the
DataMap for Titan application specialist review, customization, and
specification sign-off
While the ARC is creating the DataMap, Cap Gemini and Titan will begin
to create the Renovation Specification, which forms the basis for all
code renovation activities and which allows Titan to influence the
specifics of its code renovation. The Renovation Specification consists
of three parts:
- The renovation complexities (those identified complexities that
directly affect renovation, such as dates in keys) and their
associated solutions
- The confirmed DataMap, which details the type and disposition for
each date field in each record layout
- The Renovation Standards, which document the expected renovation
results and which are included in Appendix 2 of this Statement of
Work
The DataMap will be sent to Titan to confirm and augment the ARC
automated and technical domain discovery process. Cap Gemini will
conduct DataMap and Renovation Standards presentations for Titan to
coincide with the arrival of the DataMap.
The DataMap provides a view into the application's use of data. It
contains information about all records and parameters discovered through
the ARCDRIVE toolset, repository and technical analysis. The DataMap
Report will include:
- Data Naming Standards Used
- DataMap with low certainty items (which require review) highlighted
--------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 5 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
Titan will review and confirm the DataMap using SMEs knowledgeable about
the applications, file structures and data included in the IG inventory,
including the following:
- Reviewing, modifying and validating all date field classifications
- Reviewing, modifying and validating all date field dispositions
- Identifying all multi-format record conditions
- Reviewing, modifying, validating and identifying all new
relationships of existing DataMap/Dataset groupings and DataMaps
and Datasets not otherwise grouped
- Identifying any date fields not identified
- Identifying all fields requiring alignment
During DataMap confirmation, limited individual date fields may be
designated for renovation using expansion to address IG-specific
complexities such as a date in a key field.
After Titan confirms the DataMap and approves the Renovation
Specification, Cap Gemini will use its automated ARCDRIVE technology to
physically renovate the Implementation Group inventory based on the Titan
Renovation Specification. Cap Gemini will return the following to Titan
on 3480/3490 cartridges:
- Renovated, work station pre-compiled programs, with internal
line-of-code records (comments inserted)
- All other renovated Implementation Group components, with internal
line-of-code records (comments inserted) that document all
ARC-created changes made to the code during renovation
- DataMap Extracts for use during Validate and Implement phases
Cap Gemini will also return an External Change Log with the cartridges.
If the confirmed DataMap indicates an expanded record, Cap Gemini will
use its Universal Data Migrator-SM- (UDM-SM-) tool to create a model
batch bridge for Titan's use.
Cap Gemini will deliver and assist in the installation of its Year 2000
CALLed modules (e.g., CGACVT) invoked by the renovated code. Cap Gemini
will grant to Titan a non-exclusive, royalty-free license to sublicense
to DC Government, solely for DC Government's internal use, the inserted
software subroutines. The terms of the license are described in Exhibit
B of this Statement of Work.
TESTING APPROACH
The validation step is composed of a variety of testing activities. Cap
Gemini's view is that a Year 2000 Renovation Project is a type of
conversion activity. Because the project is a conversion, the business
functionality of the programs is not disturbed, only the ability to
process dates correctly. With this in mind, our clients develop a
Baseline that reflects a set of test cases whereby only date-related
logic of the applications are tested. The Baseline reflects the amount of
risk our clients are willing to accept based on the importance of the
application to the business, and thereby testing duration and costs can
be controlled. Some applications require significant testing, others not
as extensive. In this Statement of Work, the parties will perform
selective testing, testing the programs that been renovated. Our
standard approach includes the following testing activities:
--------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 6 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
- Baseline--a client driven and executed step. The Baseline
development is a critical testing activity. In the Baseline, our
client establishes a separate test environment for the Baseline,
develops or uses existing test cases, prepares test data, and
executes the Baseline and captures the results. This step
demonstrates the "as is" of the Implementation Group. Key outputs
are saved and will become the basis of comparison.
- 19XX Test--this is the actual first test performed, and would be
executed in the client 19XX environment. The objective of the 19xx
test is to demonstrate that no defects were introduced as a result
of the renovation process. The 19xx test uses the same inputs as
the Baseline. The dates in these inputs are expanded using our
Universal Data Migrator-SM- (UDM-SM-) tool as appropriate. The
19XX test is run using the renovated source components, and the
outputs are compared using a tool such as CompareX to the outputs
from the Baseline. If our client decides to expand dates, UDM will
expand the corresponding Baseline outputs. Any differences are
reconciled. These outputs are the deliverable from the 19XX test.
- 20XX Test--the objective of the 20XX test is to demonstrate that
the programs process dates spanning 1999 to 2000 properly. The 20XX
test is accomplished by "time-warping" the test data used in the
19XX test with our UDM tool. Because UDM uses an extract of the
same Data Map used to renovate the source components, it has the
same knowledge of the location and format of the dates in the test
data. Time Warping occurs by adding a fixed number of years to all
dates in the input test data. UDM facilitates this Time Warping in
a user-friendly manner--through the use of a parameter. The 20XX
test is run, and compared to the outputs of the Baseline (also Time
Warped).
VALIDATE PHASE
During the Validate Phase, using the "selective testing" approach, up to
30% of the programs identified in the Scope of Work will be validated.
Cap Gemini believes that selective testing is necessary to achieve the
aggressive project schedule. Titan will identify which programs will be
validated, and for these programs, Titan will finalize test
environments, scripts and data, and provide independent and restartable
tests for the programs to be tested. Titan will run the final Baseline
using the prepared test scripts and test data in the Baseline
environment created for the Implementation Group, capturing all input,
output and intermediate files and reports. Titan will run the Baseline
from an environment separate from Production with sufficient DASD as
required by the Baseline plans and scripts.
Cap Gemini will install and initiate UDM for the Implementation Group,
and will activate the DataMap extracts returned from the ARC with the
renovated code. Cap Gemini will grant to Titan a non-exclusive,
royalty-free license to sublicense to DC Government, solely for DC
Government's internal use, the UDM. The terms of the license are
described in Exhibit B of this Statement of Work. Cap Gemini will
conduct a session for Titan on the use of UDM and will provide user
documentation.
--------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 7 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
Cap Gemini will perform the 19XX test by running the renovated code in
the 19XX environment using the Baseline test scripts (on-line) and
scripted jobstreams (batch). Cap Gemini will execute compares of all
19XX input, output and intermediate files and reports to the Baseline
results. Cap Gemini will provide these comparison results to Titan for
review and acceptance (sign-off).
Cap Gemini will use UDM to advance years in the Baseline data by a
consistent increment, specified by Titan, for 20XX testing. Cap Gemini
will manually advance years in the Baseline scripts by the same
increment.
Cap Gemini will perform the 20XX test on the renovated code in the 20XX
environment using the incremented data and scripts to demonstrate that
the renovated programs run to completion. Cap Gemini will provide the
20XX test job logs to Titan for acceptance of successful job completion.
Titan will provide signed acceptance of the 20XX test based on the
validity of the 20XX test execution.
Because 20XX test results are expected to contain legitimate differences
from Baseline and 19XX results, Titan will provide SMEs to anticipate
the expected results and to verify the correctness of the actual results.
IMPLEMENT PHASE
Titan will freeze (prohibit further changes to) the Production version
of the Implementation Group entities when the Production source code is
copied to new libraries for resynchronization with the renovated source
code. Titan will execute a proper back up of production source, load
libraries, JCL, and necessary data (files and databases).
Cap Gemini and Titan will compare the frozen production source to the
original Baseline source, using a comparison tool provided by Titan and
approved by Cap Gemini, to identify and assess Production changes that
could impact the implementation process.
Cap Gemini and Titan will synchronize the Baseline, Production and
renovated source, using a resynchronization tool provided by Titan and
approved by Cap Gemini, to produce the Implementation Group's final
Production source for implementation.
Titan will convert Production data and install bridges, if necessary.
Titan will move the renovated Implementation Group components into
Production.
DELIVERABLES
The deliverables to be created and made available to Titan under this
Statement of Work are limited to the following:
---------------------------------------------------------------------------
RESPONSIBILITY
DELIVERABLES ---------------------------------
(X=LEADS X=PARTICIPATES) CAP GEMINI TITAN
SET UP
- Year 2000 Project-Related Presentations X
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 8 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
---------------------------------------------------------------------------
RESPONSIBILITY
DELIVERABLES ---------------------------------
(X=LEADS X=PARTICIPATES) CAP GEMINI TITAN
---------------------------------------------------------------------------
- Test Environments (Baseline, 19XX, X
20XX, Production)
---------------------------------------------------------------------------
- Extraction Toolkit X
---------------------------------------------------------------------------
- Baseline Testing Guide X
---------------------------------------------------------------------------
- Qualified, Quantified, Linked, Compiled X
and Staged Inventory
---------------------------------------------------------------------------
RENOVATE
- Project Quality Plan X
---------------------------------------------------------------------------
- Detailed Project Plans X X
---------------------------------------------------------------------------
- Extracted IG Inventory X
---------------------------------------------------------------------------
- IG-Specific Complexity Analysis Sessions X X
---------------------------------------------------------------------------
- Identified IG Complexities X
---------------------------------------------------------------------------
- IG Complexity Solutions X X
---------------------------------------------------------------------------
- Unconfirmed DataMaps X
---------------------------------------------------------------------------
- DataMap Review and Renovation Standards X
Presentations
---------------------------------------------------------------------------
- Renovation Specification
- Renovation Complexities/Solutions X X
---------------------------------------------------------------------------
- Confirmed DataMap X
---------------------------------------------------------------------------
- Renovation Standards X
---------------------------------------------------------------------------
- Renovated source (programs, copybooks, X
JCL, PROCs, etc.) with line-of-code
comments documenting each change made
---------------------------------------------------------------------------
- External Change Log X
---------------------------------------------------------------------------
- DataMap Extracts X
---------------------------------------------------------------------------
- Required Year 2000 Called Modules X
(subroutines)
---------------------------------------------------------------------------
- Called Modules Guide X
---------------------------------------------------------------------------
- Model Batch (UDM) Bridge(s) (if required) X
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 9 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
-------------------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
-----------------------------
(X = LEADS X = PARTICIPATES) CAP GEMINI TITAN
-------------------------------------------------------------------------------
VALIDATE -- 30% OF INVENTORY IDENTIFIED IN
THE SCOPE OF WORK SECTION
- Baseline Test Data and Scripts X
-------------------------------------------------------------------------------
- Completed Baseline with Capture of All X
Input, Output and Intermediate Files and
Reports
-------------------------------------------------------------------------------
- Universal Data Migrator (UDM) X
-------------------------------------------------------------------------------
- UDM Guide X
-------------------------------------------------------------------------------
- UDM Training X
-------------------------------------------------------------------------------
- 19XX Test Results X
-------------------------------------------------------------------------------
- 19XX Test Acceptance X
-------------------------------------------------------------------------------
- Time-Warped Baseline Data X
-------------------------------------------------------------------------------
- 20XX Test Job Logs X
-------------------------------------------------------------------------------
- Determination of 20XX Test Correctness X
-------------------------------------------------------------------------------
- 20XX Test Acceptance X
-------------------------------------------------------------------------------
IMPLEMENT
- Freeze Notification X
-------------------------------------------------------------------------------
- Resynchronized Source Code X X
-------------------------------------------------------------------------------
- Production-ready UDM Bridges (if required) X
-------------------------------------------------------------------------------
- Converted Production Data, if necessary X
-------------------------------------------------------------------------------
- Migrated (to Production) IG Components X
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 10 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
SCHEDULE
TYPICAL 1,000 PROGRAM SCHEDULE
-------------------------------------------------------------------------------------------------------------------------------
I
M
P
PLANNED SCHEDULE RENOVATE / VALIDATE L
(Titan Set Up activities as defined in section titled Assumptions, must be complete E
before Renovate and Validate can start) M
E
N
T
--------------------------------------------------------------------------------------------------------------------------------
ACTIVITY WEEK # -2 -1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23
--------------------------------------------------------------------------------------------------------------------------------
Pre-Kickoff Meeting J
Kickoff Meeting J
Extract Inventory C
Create DataMaps C C
Identify Complexities J J J
Solve Complexities J J J
Confirm DataMaps T T
Finalize Renovation
Specification J
Renovate Source C C C C
Execute Baseline T T T T T T T T T
Execute 19XX Test X X X X X X X X
Xxxxxx 19XX Results A A A A A A A A
Execute 20XX Test C C C C C C C C
Verify 20XX Results A A A A A A A A
Accept 20XX A A A A A A A A
Freeze Production
Inventory T
Compare Baseline &
Production Source J
Resync Source J
Accept & Sign-Off
Project T
-2 -1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23
--------------------------------------------------------------------------------------------------------------------------------
C = Cap Gemini J = Joint Effort T = Titan
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 11 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
ASSUMPTIONS
Cap Gemini's proposed price and schedule are based on the scope of work,
assignment of responsibilities, deliverables and assumptions presented
in this Statement of Work. It is important to understand the assumptions
upon which Cap Gemini based its price. The assumptions enable Cap Gemini
to communicate the basis of its approach, work estimate, and delivery
schedule. They provide a foundation on which to build mutual
understanding, common expectations, and teamwork to achieve a successful
project.
If the scope of work, assignment of responsibilities, deliverables or
assumptions change, it may be necessary to modify our mutual expectations
of the project's cost, schedule and/or deliverables. If any of these do
change, a Cap Gemini Project Impact Report (PIR) will be prepared to
document the occurrence and to assess the impact to project targets
(primarily cost and due date).
- The technical approach to the renovation will be INTERPRETATION.
- The program high, medium, low complexity mix is 1:1:1, as described
in Appendix 3 of this Statement of Work.
- Screens and reports will not be changed.
- A "selective testing" approach will be utilized. Selective testing
tests the programs that have been changed, and other programs
identified by Titan. We believe that selective testing is necessary
to achieve the aggressive project schedule. Assumptions surrounding
selective testing are:
- 30% of the programs will be tested
- Titan will identify the programs to be tested
- Titan will provide independent and restartable tests for the
programs to be tested
- Titan will contract directly with DC Government and IBM to provide
Data Center services for testing for IBM MVS based mainframe testing.
Titan represents that the DC Government agrees to absorb all costs
associated with providing Data Center services, including required
software and systems programming support.
- Should Titan provide Cap Gemini with Microfocus COBOL code, Titan
will provide Cap Gemini with a suitable testing environment.
- Titan will have completed the following Set-Up activities before Week
One (Kickoff week) of the project schedule:
- Qualified, quantified, linked, compiled and staged the
Implementation Group inventory as described in the Activities
section of the Statement of Work, and according to the guidelines
established in the Extraction Toolkit provided by Cap Gemini and
summarized in Appendix I of this Statement of Work.
- For each concurrent IG--established at least four separate test
environments -- Baseline, 19XX, 20XX and Production (for service
and load libraries) -- that comply with the Production environment
in which the Implementation Group system(s) currently reside.
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 12 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
- Created the Baseline application program environment from the same
Production source programs that are to be extracted and sent to the
ARC for renovation
- Extracted source code and confirmed DataMaps are expected to be
received according to the project schedule. Late shipments or
elements found by the ARC to be missing from the program logic that
results in delays will be charged to Titan as project Impacts.
- Titan will include whole applications, as opposed to selected pieces,
in the Implementation Group inventory to allow the ARCDRIVE
toolset to detect hidden dates and resolve usage.
- Titan will confirm the DataMaps within twenty (10) ten business days of
receiving the DataMaps from the ARC.
- Titan will provide sign-off deliverables within five (5) working days
of receipt. After five (5) working days, deliverables will be deemed
accepted by Titan unless Cap Gemini is notified otherwise in writing.
- Renovation will be limited to date fields and date-related fields.
- Any required bridging will be limited to batch bridges and will be
accomplished using the standard Cap Gemini UDM utility.
- Resolution of issues not specified in the Renovation Specification that
result in renovation errors are outside the scope of this Statement of
Work.
- Baseline tests will be independent, repeatable, and restartable.
- Initiator priority and on-line priorities at near-production level will
be available.
- Baseline test data will not exceed the lesser of 1% of production test
data or 1,000 records to create manageable test data volumes.
- Date-related changes made to production programs or file layouts since
the Baseline was extracted that require re-renovation of the affected
programs are considered outside the scope of this Statement of Work.
- This Statement of Work describes all the work to be performed and the
deliverables that will be provided. Work or deliverables not contained in
this Statement of Work are considered out-of-scope and are excluded from
this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentiality agreement (document
Z-1400) or the Consulting Agreement - TransMillenium-TM- Services must be
signed before holding the Pre-Kickoff Meeting by Titan and its client, DC
Government's third-party vendors who will be working on this project.
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Cap
Gemini will:
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 13 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
- Extract the qualified, quantified and staged source in PDS format,
from the staging libraries; extraction from source management libraries
such as Panvalet are outside the scope of this Statement of Work
- Handle any re-renovation due to changed specifications or changes to
production following extraction as Project Impacts
- Conduct a checkpoint meeting with Titan when the renovated code is
returned from the ARC to review the Renovation results and deliverables,
and the Validation strategy
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan will:
- Establish a Sponsors Committee whose members are able to make
decisions about the project and are committed to attending the meetings
- Appoint a Project Executive and a full-time Project Manager
- Provide Subject Matter Experts (SMEs) knowledgeable of the
applications, file structures and data included within the Implementation
Group to participate primarily in building the Baseline tests, developing
the Renovation Specification, confirming the DataMap, and reviewing the
20XX test results
- Provide all necessary system support staff
- Provide adequate work space, laser printers (with at least 2M memory),
telephones (including speakerphones and analog lines), and use of other
office equipment for each Cap Gemini team member while on-site
- Provide system access (logons, passwords) with a response time of no more
than two (2) seconds, as well as off-hours facilities access to all Cap
Gemini team members working on-site
- Provide to Cap Gemini the compile and link JCL and procedures used to
resolve the inventory and compile the Baseline
- Provide and install debugging, capture/playback, comparison and
resynchronization tools, as documented in the Tools Guide provided by
Cap Gemini, prior to Baseline execution
- Provide documentation for the source to be renovated (i.e., how programs
are supposed to run and system flows for batch; man-machine interface
such as user guides for online)
- Provide Baseline documentation to Cap Gemini, including hardcopy job
output, system flows (batch JCL and on-line scripts) input control cards,
job sequences, location and naming of input/output files and databases
- Minimize date-related changes to production programs and make no file
layout changes once the Baseline is extracted
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 14 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
- Modify production JCL to incorporate any required bridges and prepare
turnover procedure for implementation to production
- Plan conversion of the production data, test the conversion programs,
and document the conversion procedure
- Provide copy and load libraries
- Provide the compile, link and bind procedures for migration to
production
- Be responsible for all implementation activities and review its
procedures for volume promotion
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided the
items listed in the above section titled Deliverables for which it is
responsible.
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 15 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
SCOPE OF WORK
Titan's Validation Group ("VG") consists of the source components listed
in the table below. A VG is a grouping of programs that are Validated
(tested) together. Cap Gemini will assist Titan with the Validation of the VG
inventory by providing tools and services that aid in Year 2000 testing
utilizing Cap Gemini's Application Renovation Methodology-SM- and the
following tools and services:
- A DataMap repository that identifies the type and format of the date
related fields in all Input and Output data structures.
- Software to perform Data Aging using the information in the DataMap
repository.
- Electronic cross-reference information that will facilitate the
selection of test data, such as program to dataset and program to
copybook references.
--------------------------------------------------------
SOURCE TYPE | ELEMENTS | LINES OF
| | CODE
--------------------------------------------------------
MVS OS/VS COBOL and VS COBOL II | |
Programs (1) | |
--------------------------------------------------------
Copybooks (2) | |
--------------------------------------------------------
Batch Jobstreams (JCL, PROCs) (3) | |
--------------------------------------------------------
NOTE 1: For the purpose of Validation, a program is
defined as any separately compliable entity.
NOTE 2: Only copybooks referenced by programs
included in the Validation Inventory will be
processed.
Note 3: Only JCL jobstreams which run programs
included in the Validation Inventory should be
sent for processing.
ACTIVITIES
Certain activities of the Validate Phase occur simultaneously so that
testcases/environment (Validation Tests) to be executed during the 20XX
test can be completed as indicated in the Schedule section of this
Statement of Work to avoid delays in 20XX testing.
20XX VALIDATION PREPARATION PHASE
During this phase Cap Gemini assists Titan in critical preparatory work
before the actual VG start. The primary purpose of this Phase is to
establish the test environment for the Validate phase. Setting up the
proper Year 2000 test environment may reduce possible project impacts
later.
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 16 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
CAP GEMINI WILL CONDUCT A PRE-KICKOFF MEETING TO OVERVIEW THE PROJECT,
REVIEW ROLES AND RESPONSIBILITIES, AND CONFIRM THE SCHEDULE. CAP GEMINI
WILL ALSO REVIEW WITH TITAN THE INFORMATION IT MUST PROVIDE BEFORE
EXTRACTION OF THE VALIDATION GROUP INVENTORY. TITAN WILL IDENTIFY
INVENTORY GROUPINGS AND NAMING STANDARDS AND LOCATE SOURCE ENTITIES FOR
ALL APPLICATION SYSTEMS AND DATA DESCRIPTIONS WITHIN THE VALIDATION
GROUP.
Following the Pre-Kickoff meeting, Cap Gemini will conduct a number of
presentations to help Titan team members better understand how to
prepare for the validation of the Validation Group. Topics will include:
- Inventory Resolution
- Extraction Guidelines
Titan will qualify, quantify, link, compile and stage the Validation
Group inventory in compile-ready format without pre-compilers and
pre-processors, other than SQL or CICS, according to the guidelines
established in the Cap Gemini Extraction Toolkit provided by Cap Gemini
and outlined in Appendix 1 of this Statement of Work. In preparation
for extraction and to help minimize occurrences of missing inventory,
Titan will compile the baseline programs from baseline source libraries
and link executable baseline load modules into baseline load libraries
with no return codes greater than 4; check load lengths against
production load modules; and mitigate the differences.
Cap Gemini will conduct a number of sessions where Titan provides
information about:
- Test Environment Requirements
- Testcase and Scenario design and execution considerations
- Unique testing techniques/tools employed
Titan will provide documentation on the Validation Tests including:
- Job Control and Procedures used for Validation Group execution.
- Remediated Sort control cards and parameter cards
- Testcase execution procedures.
- Environment description, parameters, setup, and testcase libraries
- Testcases, naming conventions, run instructions, environmental setup,
script dependencies, and extracted test data
Cap Gemini will lead a series of meetings to develop the Validation
Specification. Signoff is required by Titan on the Validation
Specification document produced from these meetings. This forms the
basis for the test execution in a 20XX environment by Cap Gemini.
- Titan will determine the data aging factors for different
systems/applications that are part of the Validation Group identify
the specific business rules that need to be handled, and map this
information to the Validation Tests created by Titan.
- Titan will provide the Renovation strategy employed for Year 2000
Remediation.
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 17 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
- Titan will provide the Renovation Standards employed to renovate the
application programs and the solutions used to deal with renovation
complexities.
- Naming Conventions
- Date field strategy
- Formats of dates
- Programmatic Date clues
- Use of Dates in Key fields
- Disposition of reports and screens
Key deliverables jointly created from the Cap Gemini and Titan led
meetings are a list of tests to be executed, names and location of all
data, JCL, scenarios, online considerations, environment description
and details, time warp factor, and overall validation execution plan.
Titan and Cap Gemini will complete their detailed project plans during
Kickoff week.
A Cap Gemini Project Manager and a Technical Solutions Architect will
be on-site for the duration of this engagement.
By the end of Kickoff week, Cap Gemini will extract the Validation
Group inventory from the libraries in which it is staged to 3480/3490
cartridges and send it to the Application Renovation Center to begin
the QuickCheck process.
Titan will provide a special spreadsheet that contains additional date
naming standards that will accompany the extracted source to the ARC.
The Application Renovation Center (ARC) will scan the extracted
inventory, review the results, and create the DataMap and the Universal
Data Migrator (UDM) Maps.
The DataMap provides a view into the application's use of data. It
contains information about all records and parameters discovered
through the ARCDRIVE toolset, repository and technical analysis. The
DataMap Report will include:
- Data Naming Standards Used
- DataMap with low certainty items (which require review) highlighted
- Grouping of applications using the same datasets
At the time the DataMaps, Message and Cross Reference Files are returned
to Titan, Cap Gemini will provide the following training for up to 15 Titan
personnel:
- DataMap review
- Electronic DataMap
- Cap Gemini's Universal Data Migrator-SM- (UDM-SM-)
- Message File Viewer
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 18 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
At the same time, Cap Gemini will deliver to Titan the following tools
to be used in the Validate process, which shall be licensed to Titan in
accordance with the terms set forth in Exhibit B to this Statement of
Work:
- Electronic DataMapper with UDM Map Generator
- UDM
- Message File Viewer
- System Analysis Report
20XX TEST READINESS CHECKPOINT
Upon completion of the Validation Specification by Cap Gemini and Titan and
with the data returned from the processing of the code at the ARC, Cap
Gemini and Titan must mutually agree on the readiness for entrance into
20XX test. The following entrance criteria must be satisfied for Cap
Gemini to begin 20XX test:
- Validation Specification completed with all of the information
identified above.
- Results of analysis of code at the ARC indicate a reasonable level of
renovation quality -- no more than 10% of the programs reviewed will
have Year 2000 Issues. These results will be reviewed with Titan and
the determination will be reached jointly by Cap Gemini and Titan.
Cap Gemini will correct the 10% or less programs that are identified as
having Year 2000 issues. If there are more than 10% of the programs
that have Year 2000 issues and Titan wishes Cap Gemini to correct
these programs, a Project Impact Report will be generated.
- There is no requirement to regenerate UDMMAPs based on DataMap Review
and Message File Viewer analysis.
- The environment including sufficient MIPS, DASD, regions,and tools as
defined during the Validation Preparation phase, testdata for data
aging, and testcases are all in place and ready to be turned over to
Cap Gemini for execution.
- If the determination is made that 20XX test entrance must be delayed, a
Project Impact will be generated.
VALIDATE PHASE
Using the UDM Maps as input to UDM, Cap Gemini will use UDM to age the
test data and validate date field content in preparation for Year 2000
testing. Cap Gemini will then execute the Year 2000 testcases according
to the Validation Specification document.
Cap Gemini will use UDM to advance years in the test data by increments
specified by Titan for 20XX testing. Cap Gemini will manually advance
years in the online test scripts by the same increment.
Cap Gemini will perform the 20XX test in the 20XX environment using the
incremented data and scripts to demonstrate that the testcases run to
completion. Cap Gemini will provide the 20XX test job logs to Titan for
acceptance of successful test execution. Titan will provide signed
acceptance of the 20XX test based on the execution of the Validation
Tests in using time warp data in a 20XX environment according to the
specification.
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 19 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
Cap Gemini will execute the testcases according to the information
provided during the Validation Preparation Phase. If a rerun rate of
over 10% is encountered for testcases due to environment problems, code
quality problems, testcase errors, data errors, or any other issues, a
Project Impact Report (PIR) will be generated.
DELIVERABLES
The deliverables to be created and made available to Titan under this
Statement of Work are limited to the following:
-------------------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
-----------------------------
(X = LEADS x = PARTICIPATES) CAP GEMINI TITAN
-------------------------------------------------------------------------------
- Year 2000 Project-Related Presentations X
-------------------------------------------------------------------------------
- Testcase Documentation X
(Environment, JCL, etc.)
-------------------------------------------------------------------------------
- Test Environment X
-------------------------------------------------------------------------------
- Extraction Toolkit X
-------------------------------------------------------------------------------
- Qualified, Quantified, Linked, X
Compiled and Staged Inventory
-------------------------------------------------------------------------------
- Extracted VG Inventory X
-------------------------------------------------------------------------------
- DataMaps X
-------------------------------------------------------------------------------
- DataMap Extracts (UDMMaps) X
-------------------------------------------------------------------------------
- EDM Program and Documentation X
-------------------------------------------------------------------------------
- Message Files X
-------------------------------------------------------------------------------
- UDM Map Generator and X
Documentation
-------------------------------------------------------------------------------
- Message File Viewer and X
Documentation
-------------------------------------------------------------------------------
- UDM and Documentation X
-------------------------------------------------------------------------------
- Test Data and Scripts X
-------------------------------------------------------------------------------
- Test Specification Document X
-------------------------------------------------------------------------------
- Aged Test Data X
-------------------------------------------------------------------------------
- 20XX Test Job Logs X
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 20 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
-------------------------------------------------------------------------------
DELIVERABLES RESPONSIBILITY
-----------------------------
(X = LEADS x = PARTICIPATES) CAP GEMINI TITAN
-------------------------------------------------------------------------------
- 20XX Test Execution X
Acceptance
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 21 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[CAP GEMINI LOGO]
SCHEDULE
PLANNED SCHEDULE PREPARATION VALIDATION
-------------------------------------------------------------------------------
Activity Week # -4 1 2 3 4 5 6 7 8 0 00-00 00-00
-------------------------------------------------------------------------------
Pre-Kickoff Meeting J
-------------------------------------------------------------------------------
Kickoff Meeting J
-------------------------------------------------------------------------------
Qualify, Quantify, Link,
Compile and Stage Inventory A
-------------------------------------------------------------------------------
Extract Inventory C
-------------------------------------------------------------------------------
Test Planning J J J J
-------------------------------------------------------------------------------
Code Scan/UDM Map Generation C C
-------------------------------------------------------------------------------
Review Output from Code Scan J
-------------------------------------------------------------------------------
Test Readiness Assessment J
-------------------------------------------------------------------------------
Time Wrap Data C C
-------------------------------------------------------------------------------
Execute 20XX Test C C C C
-------------------------------------------------------------------------------
Accept 20XX A
-------------------------------------------------------------------------------
Accept & Sign-Off Project A
-------------------------------------------------------------------------------
C = Cap Gemini J = Joint Effort A = Titan
Schedule is based upon testing for 1000 programs.
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 22 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
ASSUMPTIONS
Cap Gemini's proposed price and schedule are based on the scope of
work, assignment of responsibilities, deliverables and assumptions
presented in this Statement of Work. It is important to understand the
assumptions upon which Cap Gemini based its price. The assumptions
enable Cap Gemini to communicate the basis of its approach, work
estimate, and delivery schedule. They provide a foundation on which to
build mutual understanding, common expectations, and teamwork to
achieve a successful project.
If the scope of work, assignment of responsibilities, deliverables or
assumptions change, it may be necessary to modify our mutual
expectations of the project's cost, schedule, and/or deliverables. If
any of these do change, a Cap Gemini Project Impact Report (PIR) will
be prepared to document the occurrence and to assess the impact to
project targets (primarily cost and due date).
- The code to be validated is deemed to be Y2K ready, and has been
tested in a 19XX environment.
- Titan will contract directly with DC Government and IBM to provide
Data Center services for testing for IBM MVS based mainframe
testing. Titan represents that the DC Government agrees to absorb
all costs associated with providing Data Center services, including
required software and systems programming support.
- Should Titan provide Cap Gemini with Microfocus COBOL code, Titan
will provide Cap Gemini with a suitable testing environment.
- TITAN will have completed the following Set-Up activities before
Week One (Kickoff week) of the project schedule:
- Qualified, quantified, linked, compiled and staged the Validation
Group inventory as described in the Activities section of the
Statement of Work, and according to the guidelines established in
the Extraction Toolkit provided by Cap Gemini and summarized in
Appendix 1 of this Statement of Work.
- 20XX test environments will be established that comply with the
Production environment in which the Validation Group system(s)
currently reside.
- Created and tested the application program environment test cases
in a 19XX mode against the same Production source programs sent to
the ARC for UDM map creation.
- Source code is extracted according to the project schedule. Late
shipments or elements found by the ARC to be missing from the
program logic that result in delays will result in a charge to
TITAN as a Project Impact.
- No more than 10% of the programs will have Year 2000 issues as
identified by the QuickCHECK process.
- TITAN will provide sign-off of all deliverables within five (5)
working days of receipt. After five (5) working days, deliverables
will be deemed accepted by TITAN unless Cap Gemini is notified
otherwise in writing.
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 23 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
- If the work is performed at a Titan Facility, initiator priority
and on-line priorities at near-production level will be available.
- Date-related changes to production programs or file layouts since
the test data was extracted that require re-renovation of the
affected programs are considered outside the scope of this
Statement of Work.
- Date-related changes to file layouts since the programs were
extracted that require regeneration of the UDM maps are considered
outside the scope of this Statement of Work.
- Validate test cases that fail to complete normally due to
incorrectly resolved file complexities is considered out of the
scope of this agreement.
- This Statement of Work described all the work to be performed and
the deliverables that will be provided. Work or deliverables not
contained in this Statement of Work are considered out-of-scope and
are excluded from this offering.
- Cap Gemini's Year 2000 non-disclosure/confidentiality agreement
(document Z-1400) or the Subcontract Agreement - TSS-006-G060-99
must be signed before holding the Pre-Kickoff Meeting by TITAN and
its third-party vendors who will be working on this project.
- Cap Gemini will perform 21st century (20XX) testing on the programs
identified by the Titan. These programs will be identified as part
of this SOW and any deviation will result in the creation of a
Project Impact.
- Titan will provide all test data for the programs to be tested. It
is recommended that small files (1,000 records) be used for testing
purposes. Delays in providing the test data to the Cap Gemini test
team will result in a Project Impact.
- Cap Gemini will run the programs to a successful completion but it
will be the responsibility of the Titan to verify the accuracy of
the output. Smaller test files will expedite the review process.
- If a program error results due to an existing program problem or an
incorrectly renovated program by the Titan, Cap Gemini will
document that an error has occurred and return it to the Titan for
resolution. If Titan prefers Cap Gemini resolve the error, this
correction will be done on a time and material basis. If this
situation occurs, a Problem Impact Report will be generated
resulting in additional costs to Titan and/or a schedule impact.
- Cap Gemini will correct errors resulting from 20XX tests.
- Tests will be set up with one screen test per screen format.
- Tests will be independent and restartable.
- Titan will provide the necessary test tools (i.e.: Hourglass,
CompareX, Hyperstation, etc.)
-------------------------------------------------------------------------------
Cap Gemini Implementation Group Page 24 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
[LOGO]
RESPONSIBILITIES
CAP GEMINI RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Cap
Gemini will:
- Extract the qualified, quantified and staged source, in PDS format,
from the staging libraries; extraction from source management
libraries such as Panvalet are outside the scope of this Statement
of Work
TITAN RESPONSIBILITIES
In addition to the assignment of responsibilities detailed in the
Activities and Deliverables sections of this Statement of Work, Titan
will:
- Establish a Sponsors Committee whose members are able to make
decisions about the project and are committed to attending the
meetings
- Appoint a Project Executive and a full-time Project Manager
- Provide all necessary system support staff
- Provide adequate work space, laser printers (with at least 2M
memory), telephones (including speakerphones and analog lines), and
use of other office equipment for each Cap Gemini team member while
on-site
- Provide system access (logons, passwords) with a response time of no
more than two (2) seconds, as well as off-hours facilities access to
all Cap Gemini team members working on-site
- Provide documentation for the source to be renovated (i.e., how
programs are supposed to run and system flows for batch; man-machine
interface such as user guides for online)
- Provide documentation to Cap Gemini, including hardcopy job output,
system flows (batch JCL and on-line scripts), input control cards,
job sequences, location and naming of input/output files and
databases
- Make no file layout changes once the test databases and files are
extracted
COMPLETION CRITERIA
This Statement of Work will be complete when Cap Gemini has provided
the items listed in the above section titled Deliverables for which it
is responsible.
-----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 25 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
INVESTMENT SUMMARY
Based on the scope of work, assignment of responsibilities,
deliverables and assumptions described elsewhere in this Statement of
Work, Cap Gemini will, as part of this Year 2000 Implementation Group
project, help Titan Renovate, Validate and Implement the identified
inventory for a fixed price of [...***...] per COBOL, Focus and Easytrieve
line of code. Cap Gemini will, as a part of this Year 2000 Testing
project, help Titan Validate the identified inventory for a fixed price
of [...***...] per line of COBOL, Focus and / or Easytrieve Code. The
minimum amount of this Agreement is [...***...]. This amount can be worked
down at the rate of [...***...] for Renovation, Validation lines of code
or [...***...] for Tested Code. Titan shall pay this amount in milestone
payments. All out-of-scope work or variances to Cap Gemini's estimating
assumptions that require additional work or result in project delays will
be presented to Titan in the form of a Project Impact Report for approval
or acknowledgment.
The Agreement provides the terms and conditions underlying the services
to be provided under this Statement of Work. This Statement of Work,
and its terms and prices, are valid for six (6) weeks from the date on
the Statement of Work. Cap Gemini will commence this engagement within
six (6) weeks of signing an agreement with Titan.
-----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 26 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
*CONFIDENTIAL TREATMENT REQUESTED
This Statement of Work, including the Agreement, constitutes the entire
agreement between the parties with respect to the subject matter of
this Statement of Work. This Statement of Work and the Agreement merges
and supercedes all prior oral or written agreements, discussions,
negotiations, commitments, writings or understandings, including
without limitation any representations contained in any sales
literature, brochures or other written descriptive or advertising
material and is the complete and exclusive statement of the terms of
the parties' agreement. Each of the parties acknowledges and agrees
that, in executing this Statement of Work and the Agreement, it has not
relied upon, and it expressly disclaims any reliance upon, any
representation or statement not set forth herein or in the Agreement.
This Statement of Work may be executed in separate counterparts, which
together shall constitute a single instrument.
The parties hereto have caused this Statement of Work to be executed by
their respective duly Authorized Representatives.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Xxxxx X Xxxxx /s/ Xxxxx X. Xxxxxxxx
----------------------------- -----------------------------
Name Name
Xxxxx X Xxxxx Xxxxx X. Xxxxxxxx
----------------------------- -----------------------------
Title Title
Business Manager Senior Vice President
----------------------------- -----------------------------
Date Date
4 May 1999 May 4 1999
----------------------------- -----------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 212-944-6464
-----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 27 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
EXHIBIT A -- REPRESENTATIONS AND WARRANTIES -- RENOVATE VALIDATE AND IMPLEMENT
EXHIBIT A TO STATEMENT OF WORK 01 TO
SUBCONTRACTING AGREEMENT -- TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
COMPREHENSIVE RENOVATION, VALIDATION AND IMPLEMENTATION SERVICES
CGA represents and warrants to Client that any source code change made
by CGA as part of the Year 2000 Services shall be consistent with the
DataMap specifications and renovation specifications. In the event of a
breach of the foregoing warranty, CGA shall correct the change so as to
bring it into compliance with that warranty. Any claim for breach of
the foregoing warranty must be made by written notice to CGA within 60
days of the first production run of a daily, weekly or monthly system,
or of the first simulated or actual run of a quarterly, semi-annual or
annual system. Client shall implement the renovated Code and conduct
that first run no later than 30 days after Client's sign-off on testing
of such renovated Code. Failure to make such claim within said 60-day
period shall constitute a waiver by Client of said claim.
The services provided hereunder are dependent upon the information
supplied by Client to CGA with regard to Client's Code, including
without limitation Client's review of the DataMap, and upon the test
data provided by Client. In light of this, and the changes which might
be made by Client or any third party in any Code that CGA renovates or
in Code that interacts with that Code, CGA provides the warranty set
forth above for the time period set forth above and does not warrant
that any Code will function without problems.
TITAN SOFTWARE SYSTEMS CAP GEMINI AMERICA LLC:
CORPORATION:
Signature Signature
/s/ Xxxxx X Xxxxx /s/ Xxxxx X. Xxxxxxxx
-------------------------------- -----------------------------------
Name Name
Xxxxx X Xxxxx Xxxxx X. Xxxxxxxx
-------------------------------- -----------------------------------
Title Title
Business Manager Senior Vice President
-------------------------------- -----------------------------------
Date Date
4 May 1999 May 4, 1999
-------------------------------- -----------------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 212-944-6464
-----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 28 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
EXHIBIT A -- REPRESENTATIONS AND WARRANTIES -- VALIDATION ONLY
EXHIBIT A TO STATEMENT OF WORK 01 TO
SUBCONTRACTING AGREEMENT -- TSS-006-G060-99
REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES
VALIDATION ONLY
In connection with Year 2000 Validation only Services provided pursuant
to the Statement of Work, CGA represents and warrants that CGA will
scan all data which the Client sends to CGA (which has been extracted
in accordance with the Extraction Guide) and that CGA will provide an
Electronic DataMap based on this source data which will substantially
conform to the description in the EDM Guide. In the event of a breach
of the foregoing warranty, Client's sole remedy shall be for CGA to
perform again the services in respect of which the foregoing has been
breached to bring them into compliance with such warranty. Any claim
for breach of the foregoing warranty must be made by written notice to
CGA within 90 days of Client's receipt of the Electronic DataMap from
CGA or said claim shall be waived.
Client recognizes that it is responsible for all information supplied
to CGA with respect to Client's Code, including without limitation
Client's review of the DataMap, if applicable. ACCORDINGLY, EXCEPT AS
SET FORTH IN THE PRECEDING PARAGRAPH AND THE IMMEDIATELY FOLLOWING
PARAGRAPH AND IN ARTICLE 3 OF THE AGREEMENT, CGA EXPRESSLY DISCLAIMS
ANY AND ALL OTHER WARRANTIES. Without limiting the foregoing, Client
recognizes that CGA specifically does not warrant that, in performing
these services, CGA will identify all Client Code which may not
properly handle dates during and after the Year 2000. THE PARTIES
RECOGNIZE AND AGREE THAT THOSE SERVICES DO NOT CONSTITUTE A
RESPONSIBILITY PROJECT AND CGA DOES NOT WARRANT ANY PARTICULAR OUTCOME;
CLIENT SHALL REMAIN SOLELY RESPONSIBLE FOR THE RESULTS ACHIEVED IN THE
EFFORTS EXPENDED WITH RESPECT TO THE PARTICULAR STATEMENT OF WORK. IN
PARTICULAR, THE PARTIES RECOGNIZE AND AGREE THAT CGA DOES NOT WARRANT
THAT THE TESTING OF CLIENT'S CODE WILL BE COMPLETE OR MEET ANY
PARTICULAR SERVICE LEVEL OR QUALITY.
CGA further represents and warrants that the software licensed to
Client by CGA pursuant to Exhibit B to the Statement of Work will
function substantially in accordance with its documentation provided
that such software has been used in accordance with operating
instructions. CGA is not responsible for obsolescence of the software
provided hereunder that may result from changes in Client's
requirements. The foregoing warranty shall apply only to the most
current version of the software at issue. CGA assumes no responsibility
for the use of superseded, outdated, or uncorrected versions of the
software.
-----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 29 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
In the event of a breach of the foregoing warranty with respect to
licensed software, CGA will use commercially reasonable efforts to
correct the defect. In the event that such defect is not corrected, CGA
will replace the software at no charge or, at CGA's option, CGA will
refund the purchase price for such software. This paragraph sets forth
Client's sole and exclusive remedy, and CGA's sole and exclusive
liability, with respect to defective software. Any claim for breach of
the foregoing warranty must be made by written notice to CGA within 90
days of Client's receipt from CGA of the software at issue or said
claim shall be waived.
TITAN: CAP GEMINI AMERICA LLC:
Signature Signature
/s/ Xxxxx X Xxxxx /s/ Xxxxx X. Xxxxxxxx
-------------------------------- -----------------------------------
Name Name
Xxxxx X Xxxxx Xxxxx X. Xxxxxxxx
-------------------------------- -----------------------------------
Title Title
Business Manager Senior Vice President
-------------------------------- -----------------------------------
Date Date
4 May 1999 May 4, 1999
-------------------------------- -----------------------------------
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 212-944-6464
-----------------------------------------------------------------------------
Cap Gemini Implementation Group Page 30 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
EXHIBIT B
EXHIBIT B TO STATEMENT OF WORK NUMBER 01 TO
SUBCONTRACTING AGREEMENT - TSS-006-G060-99
LICENSE RIGHTS TO CGADATE/CGACVT AND UDM
By this Exhibit B to the Subcontracting Agreement - TSS-006-G060-99
dated _____________, 19___ (the "Agreement"), CGA hereby grants to
Client a non-exclusive, royalty-free license to sublicense to DC
Government, solely for DC Government's internal use, in connection with
the Code renovated by CGA pursuant to this Statement of Work and the
Agreement, the software routines known as CGACVT and CGADATE (the
"Licensed Routines") and the computer program known as the Universal
Data Migrator ("UDM"). CGA shall deliver to Client the source code for
the Licensed Routines and the object code for the UDM. Client shall
ensure that use of the Licensed Routines and the UDM is made only by (i)
DC Government's employees, (ii) individuals or entities which sell only
the services of individuals with sufficient skills to work on Year 2000
service projects (subject to the execution of a non-disclosure agreement
providing for the protection of the Licensed Routines and the UDM) which
does not include, and Client shall not allow access to the Licensed
Routines or the UDM by, any individual or entity that otherwise sells,
markets or delivers Year 2000 services, or (iii) individuals or entities
approved in advance in writing by CGA in its discretion. Client
acknowledges and agrees that CGA has no obligation under this Agreement
to provide support or updates to the Licensed Routines or the UDM. The
Licensed Routines and the UDM shall constitute Private Information of
CGA and shall be subject to the provisions of Article 8
(CONFIDENTIALITY) of the Agreement. In addition, Client shall keep (or
shall ensure that DC Government keeps) the source code for the Licensed
Routines in protected libraries in order to protect the proprietary
nature of that software.
_______________________________________________________________________________
Cap Gemini Implementation Group Page 31 of 40
Statement of Work #01 for Titan Version 9.5 - April 1998
Client acknowledges and agrees that the making of any additions, changes
or other modifications to the Licensed Routines or the UDM by anyone
(other than by CGA's TransMillennium-TM- personnel within the scope of,
and made as part of, the Year 2000 services provided under the Agreement
and an express provision of a Statement of Work) SHALL VOID ANY
REPRESENTATION OR WARRANTY OF CGA PURSUANT TO ARTICLE 3 OF THE AGREEMENT
WITH REGARD TO THE LICENSED ROUTINES OR THE UDM AS WELL AS WITH REGARD
TO RENOVATED SOFTWARE WHICH UTILIZES THAT LICENSED ROUTINE OR WITH
REGARD TO SOFTWARE RENOVATED USING THE UDM.
TITAN SOFTWARE SYSTEMS CORPORATION: CAP GEMINI AMERICA LLC:
Signature Signature
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxx
__________________________________ __________________________________
Name Name
Xxxxx X. Xxxxx Xxxxx X. Xxxxxxxx
__________________________________ __________________________________
Title Title
Business Manager Senior vice President
__________________________________ __________________________________
Date Date
4 May 1999 May 4 1999
__________________________________ __________________________________
Titan Software Systems Corporation 0000 Xxxxxx xx Xxxxxxxx
0000 Xxxxxx Xxxxxxx Xxxxx 00xx Xxxxx
Xxxxx 000 Xxx Xxxx, XX 00000
Xxxxxx, XX 00000-0000 212-944-6464
_______________________________________________________________________________
Cap Gemini Implementation Group Page 32 of 40
Statement of Work #01 for Titan Version 9.5 - April 0000
XXXXXXXX 1: SOURCE EXTRACTION GUIDELINES
- All source code must be compiled and linked in a baseline
environment prior to extraction.
- Cap Gemini will be responsible for extracting data from the source
PDSs created by Titan. Data extraction from source management
libraries such as Panvalet are outside the scope of this Statement
of Work.
- All COBOL program inventory will be submitted in one dataset;
copybooks, Librarian and/or Panvalet Includes and DCLGENS together
in a separate dataset; JCL, PROCs and Control Statement will each
be submitted in their own datasets. This will result in five
datasets in all.
- Generated COBOL from Telon is to be submitted in a separate PDS
from the Telon source and both separate from COBOL source.
- Other languages included in the contract should be similarly
divided, named and submitted.
- DCLGENs, Librarian and/or Panvalet Includes and copybooks with the
same names must be resolved so that names are unique and sent in
one dataset.
- All JCL associated with the inventory must be submitted.
- JCL with the same names from different libraries must be resolved
so that names are unique and sent in one dataset.
- PROCs with the same names from different libraries must be resolved
so that names are unique and sent in one dataset.
- Control Statements with the same names from different libraries
must be resolved so that names are unique and sent in one dataset.
- The Cap Gemini Extraction Toolkit Guide must be followed for naming
conventions.
- AMB list (LISTDIR) for the load libraries must be sent to the ARC
electronically.
- If the DataMap is to be broken down by application (also known as
an Application Level map option), a cross-reference spreadsheet
must be submitted. Column 1 must contain the application name;
column 2 must contain the member name. This is required for program
and JCL members.
- All copybooks used by DBMS should be included in an appropriate
copybook library by language type. For example, include COBOL DB2
DCLGENs in a separate copybook library. For IDMS, all programs and
copybooks must be extracted from the IDD and stored in a sequential
punch file format (special directions for IDMS will be provided at
the Pre-Kickoff Meeting).
_______________________________________________________________________________
Cap Gemini Implementation Group Page 33 of 40
Statement of Work #01 for Titan Version 9.5 - April 0000
XXXXXXXX 2: RENOVATION STANDARDS
The Application Renovation Center (ARC) renovation process is carefully
designed to transform programs according to the Renovation Specification
with minimum disruption to the working logic of the program. This is to
ensure the highest quality renovation and the lowest risk during
testing. The renovation process may include data fields that are either
expanded or interpreted (suppressed), which is determined by the Data
Map.
This document describes the standard changes that will be made by the
automated and manual renovation processes. Of course, there will be
cases where additional analysis and manual code changes will be required.
However, whenever possible Cap Gemini will adhere to these standards.
CHANGE CODING STANDARD
Any code to be changed will be commented out and retained in the program.
All such comment lines will use a "*+" comment indicator, so that the
commented code can easily be identified and later automatically removed.
Changes by the Renovator will be identified as such. Any manual changes
will include a comment line indicating the date and author of the
changes. For example:
Y2000+*+** CGA/ARC: FIELD TEST-YY EXPANDED Y2000+
Y2000+*+ 03 TEST-YY PIC 99. Y2000+
Y2000C 03 TEST-YY PIC 9999. Y2000C
The Change Marker "Y2000+" is used for added lines and "Y2000C" for
changed lines. ARCDRIVE will insert a banner at the beginning of each
renovated COBOL program:
Y2000+*+**************************************************************Y2000+
Y2000+*+ EDITED BY CGA/ARC RENOVATOR RENOALL V2.0a ON 1996-1-29 11:42 Y2000+
Y2000+*+**************************************************************Y2000+
MAINTAIN SAME DATA FORMAT
Wherevever possible, all renovated fields should retain the same basic
format as in the original code, except for an expanded area. For example:
MMDDYY becomes MMDDYYYY
YYMMDD becomes YYYYMMDD
YYDDD COMP-3 becomes YYYYDDD COMP-3
etc.
This is important to maintain the program logic that may depend on the
format.
CENTURY ADDITION TO YEAR
For expanded dates, year fields will be expanded to include the century,
either as a two-digit (19/20) or one-digit (0/1) prefix. The century
field will not be a separate field. For example:
01 TEST-YY PIC 99
will become
01 TEST-YY PIC 9999.
_______________________________________________________________________________
Cap Gemini Implementation Group Page 34 of 40
Statement of Work # 01 for Titan Version 9.5-April 1998
This is necessary to support comparisons and calculations that may
involve the expanded field. ARCDRIVE also supports the use of single
digit century fields (0=1900, 1=2000).
DATA NAMES
There will be no change to the data names, even if the field contains
"YY". This is necessary to preserve the references to the field
throughout the program and in related programs.
EXISTING CENTURY FIELDS
Existing Century fields will be moved to become a redefinition of the
first two digits of the expanded year fields. For example:
03 DATE14.
05 DATE14-CC PIC XX.
05 DATE14-YY PIC XX.
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
will become:
Standard (A disposition)
03 DATE14.
Y2000+*+** CGA/ARC A263: CENTURY DATE14-CC MOVED/REMOVED Y2000+
*+ 05 DATE14-CC PIC XX. Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY PIC XX Y2000+
05 DATE14-YY PIC XXXX Y2000C
Y2000+ 05 FILLER REDEFINES DATE 14-YY Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
Z dispostion
03 DATE14.
Y2000+*+** CGA/ARC A263: CENTURY DATE14-CC MOVED/REMOVED Y2000+
*+ 05 DATE14-CC PIC XX. Y2000C
Y2000+*+** CGA/ARC A262: FIELD DATE14-YY EXPANDED Y2000+
Y2000+*+ 05 DATE14-YY PIC XX. Y2000+
05 DATE14-YY PIC XXXX. Y2000C
Y2000+ 05 FILLER REDEFINES DATE14-YY Y2000+
Y2000+ 07 DATE14-CC PIC X(2). Y2000+
Y2000+ 07 FILLER PIC X(2). Y2000+
05 DATE14-MM PIC XX.
05 DATE14-DD PIC XX.
This is necessary to support the use of the year as a single numeric
field for comparisons and calculations. Of course, any manipulation of
the century field will be flagged for manual review, since such logic is
likely outdated.
NOTE: This also applies to an interpretation solution. The year must be
expanded since there is a "de facto" expansion already in the program.
MOVES BETWEEN SUPPRESSED(INTERPRETED)AND EXPANDED FIELDS
_______________________________________________________________________________
Cap Gemini Implementation Group Page 35 of 40
Statement of Work #01 for Titan Version 9.5-April 1998
A MOVE between a suppressed and expanded (or vice versa) field will
generate a call to a CGA conversion routine that will insert or remove
the century. For example:
*+** CGA/ARC: DATE FORMAT CONVERSION-'SX'
*+ MOVE CARD-DATE TO IW-CURRENT-DATE
MOVE CARD-DATE TO CGACVT-SUP1
MOVE 5 TO CGACVT-POS1
CALL CGACVT USING CGACVT-EXPAND CGACVT-AREA
MOVE CGACVT-EXP1 TO IW-CURRENT-DATE.
In the case of moving from an expanded field to a
suppressed(interpreted)field, a COBOL move may be sufficient to remove
the century by truncation. In this case, no CALL is required:
*+** CGA/ARC: DATE CONV BY TRUNCATION - 'XS'
MOVE WS-DATE TO REPORT-DATE
ARCDRIVE also supports conversions between expanded or suppressed dates
with those of a single-digit century.
If CALLs are required, a COPY CGACVTWS statement will be added at the
end of WORKING-STORAGE to define any work fields.
COMPARISONS OR CALCULATIONS INVOLVING SUPPRESSED(INTERPRETED)FIELDS
When suppressed fields are involved in a comparison or calculation, they
will first be expanded to temporary variables. The temporary variables
will be used in the comparison or calculation. For example:
*+** CGA/ARC: EXPRESSION EXPANDED
*+ IF TEST-YY1 > TEST-YY2
MOVE 0 TO CGACVT-POS1
MOVE TEST-YYI TO CGACVT-SUP1
MOVE 0 TO CGACVT-POS2
MOVE TEST-YY2 TO CGACVT-SUP2
CALL CGACVT USING CGACVT-EXPAND CGACVT-AREA
IF CGACVT-EXP1 > CGACVT-EXP2
This logic is essential to properly compare or calculate suppressed
fields.
REFERENCES TO SYSTEM DATE
References in COBOL programs to the system date will be replaced by
CALLs to a support routine that returns the system date in the same
format, including the century. The calls are:
ACCEPT FROM DAY CALL CGADATE USING CGA-XXXX-d xxx
ACCEPT FROM DATE CALL CGADATE USING CGA-ADATEd xxx
MOVE CURRENT-DATE CALL CGADATE USING CGA-CDATE-d xxx
Where "xxx" is the receiving variable and "d" is the receiving
disposition('S', 'X' or 'C'). These routines can also be adjusted to
simulate an advanced system date without any special modification to the
operating system. This is very useful in testing.
EXPANSION(ALIGNMENT)OF GROUP FIELDS AND INTERMEDIATE AREAS
_______________________________________________________________________________
Cap Gemini Implementation Group Page 36 of 40
Statement of Work # 01 for Titan Version 9.5 - April 1998
When it is determined that a group field must be enlarged due to
expanded fields, any field that the group is MOVED to or from will also
be expanded. This is called "alignment".
If the group field is a redefinition of another area, the new area size
will be the maximum of the two. If necessary, the redefined area may
also be padded. If the lengths of the two redefined areas were the same
before expansion, padding will be added to make the new lengths equal.
CORRECTION OF RECORD CONTAINS CLAUSE
If a file record has been expanded, the size of the new record in the
RECORD CONTAINS clause is adjusted.
______________________________________________________________________________
Cap Gemini Implementation Group Page 37 of 40
Statement of Work # 01 for Titan Version 9.5 - April 0000
XXXXXXXX 3: PROGRAM COMPLEXITY LEVELS
The Complexity Level reflects the expected level of effort required to
Renovate, Validate, and Implement a program. Complexity is based on the
following criteria.
HIGH MEDIUM
MEETS ONE OR MORE MEETS ONE OR MORE LOW
----------------- ----------------- ------------
Number of Expanded
Lines of Code > 4,000 1,001 - 4,000 < = 1,000
Number of Dates > 35 3 - 35 < = 2
Dates Identified with
a Low Certainty > 7 3 - 7 < = 2
Number of Date
Calculations > 5 2 - 5 < = 1
S-1069
______________________________________________________________________________
Cap Gemini Implementation Group Page 38 of 40
Statement of Work # 01 for Titan Version 9.5 - April 0000
XXXXXXXX 4 -- MILESTONE PAYMENT SCHEDULE
TITAN / CAP GEMINI MILESTONE
PAYMENT SCHEDULE
RVI TEST ONLY
RVI TEST ONLY MILESTONE MILESTONE
MILESTONE MILESTONE PAYMENT PAYMENT MILESTONE
--------- --------- --------- --------- ---------
X X 8% 8% Inventory Resolution and Identification Per
Agency (Application with disposition of RVI or
Test Only, with inventory metrics)
X X 5% 7% Work Plan Developed (per Agency)
X 3% Renovation Complexities Defined / Take Charge
Call Conducted
X X 3% 5% Testing Complexities Defined and Address in
Work Plan
X X 3% 6% Extraction Toolkit & Baseline Testing Guide
Delivered
X X 5% 10% Non-Confirmed Data Map Produced
X 5% Data Map Reviewed and Confirmed
X 15% Source Code Renovated / Renovation
Deliverables Provided
X 3% Renovated Source Code Staged and Compiled
X X 3% 6% Turned Over Baseline Reviewed and Accepted
X X 4% 7% UDM Implemented, UDM Guide, and Training
Conducte
X X 3% 11% Baseline Data Time Warped
X 3% 19XX 25% Complete
X 3% 19XX 50% Complete
X 3% 19XX 75% Complete
X 4% 19XX 100% Complete
X X 3% 5% 20XX Testing 25% Complete
X X 3% 5% 20XX Testing 50% Complete
X X 3% 10% 20XX Testing 75% Complete
X X 4% 10% 20XX Testing 100% Complete
X 4% Deliver Resynchronized Source Code
X X 10% 10% Final Client Sign-off
______________________________________________________________________________
Cap Gemini Implementation Group Page 1 of 1026
Statement of Work # 01 for Titan Version 9.5 - April 1998
