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EXHIBIT 10.01
Confidential treatment with respect to certain information in this Exhibit
has been requested of the Securities and Exchange Commission pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The
bracketed portions of this Exhibit have been omitted from the material
filed in accordance with Rule 24b-2 and have been filed separately with
the Commission.
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LETTER AGREEMENT TO AMEND
SCHEDULE NUMBER "00-000-00"/AGREEMENT NO. 9700050785
U S WEST
LIST ADMINISTRATION/DISTRIBUTION PROJECT
(LMAS ENHANCEMENT PROJECT)
AMENDMENT NO. 34-001-97-A
-------------------------
This Letter Agreement effective January 1, 1998 is in regard to Schedule
Number "00-000-00"/Agreement No. 9700050785 effective October 10, 1997
between U S WEST and Carnegie Group(R) (the "LMAS Schedule") and
constitutes an Amendment to the LMAS Schedule describing the original LMAS
project formerly referred to as the "List Administration/Distribution
Project (CLIMATE Enhancement Project)" in accordance with Article 29 of
Agreement No. 9700050785.
U S WEST and CGI have agreed to extend the current LMAS Schedule from
January 13, 1998 through March 9, 1998 in order for the parties to
complete the deliverables presented in the original LMAS Schedule (as
modified by this Amendment). Such provision of deliverables requires CGI
to continue to provide development services in support of U S WEST's LMAS
software and related systems solution, under U S WEST direction. The
additional time needed to deliver was in direct response to delays in
initiating the project, in completing requirements analysis, and in
determining the scope of the project.
During this extended period, Carnegie Group continued to provide resources
in support of original project needs as modified hereunder. U S WEST
agrees to provide additional funding for such project needs in accordance
with this Amendment. Based on Carnegie Group resources previously
estimated under the LMAS Schedule in respect of the original LMAS project
requirements, this Amendment provides adjustments for the Carnegie Group
LMAS team based on U S WEST agreement to revise the labor mix and factor
in actual personnel and hours to this Amendment's costs which extended the
work schedules of each of the project team members, who rolled off
intermittently as follows:
o Xxxx Xxxx: 2/5/98
o Xxxx Xxxxx: 1/30/98
o Xxxxx Xxxxx: 3/9/98
o Xxxxx Xxxxxx: 2/25/98
This Amendment includes an additional funding estimate in the amount of
[ ] (based on standard time and materials rates and discounts under
the Agreement) to complete the work included in the scope of this
Amendment.
[
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].
This Amendment includes additional funding in the amount of [ ] to
the work previously scoped in the LMAS Schedule, for which payment of [ ]
is due by U S WEST [ ]. The Projected
Cost in Section 3 of the LMAS Schedule has been increased by [ ]
over the original contract of [ ] to [ ], for which
payment of [ ] is due by U S WEST in respect the entire project.
Exhibit 1 is attached hereto and effectively replaces Section 3 -
Projected Cost of the original LMAS Schedule. [
].
IN WITNESS WHEREOF, Licensee and Carnegie Group have executed this Letter
Agreement in duplicate by their respective authorized representatives.
CARNEGIE GROUP, INC. LICENSEE
By: /s/ XXXXXX XXXXXXXXX By: /s/ XXXXX X. XXXXX
------------------------ ---------------------------
Name: Xxxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxx
---------------------- -------------------------
Title: President/CEO Title: Director
--------------------- ------------------------
Date: 8-3-98 Date: 6/29/98
---------------------- -------------------------
U S WEST BRI
By:
---------------------------
Name:
-------------------------
Title:
------------------------
Date:
-------------------------
34-001-97-A March 31, 1998
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EXHIBIT 1
PROJECTED COST
The total cost of the work net of discounts shall not exceed [ ] based
on actual time and material expenses, which represents an increase of
[ ] above the previous funding approved for the LMAS Project of
[ ]. Should travel be required, U S WEST agrees to pay CGI travel
expenses for all pre-approved trips.
This Amendment 34-001-97-A represents a follow-on effort to the LMAS Schedule.
Costs with applicable discounts are provided below for this Amendment No.
34-001-97- A and actual costs with applicable discounts and estimated hours for
the entire project, respectively. Both cost scenarios include special payment
terms below their respective cost tables [ ].
The incremental Amendment costs follow:
--------------------------------------------------------------------------------
ITEMIZATION OF COSTS AMOUNT
--------------------------------------------------------------------------------
CONTRACT ENGINEERING COSTS (TIME AND [ ]
MATERIALS)
--------------------------------------------------------------------------------
LESS MINIMUM DISCOUNT AND ANY PROJECT [ ]
VOLUME DISCOUNT
--------------------------------------------------------------------------------
TOTAL CONTRACT ENGINEERING/ [ ]
AMENDMENT A PRICE (BEFORE CREDIT)
--------------------------------------------------------------------------------
[ ] [ ]
--------------------------------------------------------------------------------
ESTIMATED PAYMENT DUE [ ]
--------------------------------------------------------------------------------
Carnegie Group agrees to apply the above credit to U S WEST, based on the
standard costs accrued during the term of this Amendment, to the xxxxxxxx of
this Amendment.
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The entire project to date costs and hours follow:
--------------------------------------------------------------------------------
ITEMIZATION OF COSTS AMOUNT
--------------------------------------------------------------------------------
CONTRACT ENGINEERING COSTS (TIME AND [ ]
MATERIALS)
LESS [ ] MINIMUM DISCOUNT [ ]
--------------------------------------------------------------------------------
TOTAL CONTRACT ENGINEERING/TOTAL LMAS [ ]
PROJECT PRICE (BEFORE CREDIT)
--------------------------------------------------------------------------------
[ ] [ ]
--------------------------------------------------------------------------------
ESTIMATED PAYMENT DUE [ ]
--------------------------------------------------------------------------------
Carnegie Group agrees to xxxx U S WEST actual costs accrued, not to exceed
[ ], based on the term of the entire LMAS project.
Estimated hours are as follows:
--------------------------------------------------------------------------------
CATEGORY ESTIMATED CARNEGIE GROUP HOURS
--------------------------------------------------------------------------------
Project Manager [ ]
Senior Engineer II [ ]
Senior Engineer I [ ]
Engineer(s) [ ]
--------------------------------------------------------------------------------
TOTAL HOURS [ ]
--------------------------------------------------------------------------------
34-001-97-A March 31, 1998
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