Purchase Notification and Fixed Price Proposal for Y2K IT Remediation Services between District of Columbia and Titan/Cap Gemini
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The District of Columbia, through its Office of the Chief Technology Officer, has engaged Titan Corporation and its subcontractor Cap Gemini America, Inc. to provide assessment, remediation, and testing services to ensure the District’s IT systems are Year 2000 (Y2K) compliant. The agreement outlines a fixed price of $10,710,000 for these services, which include project management, IT application conversion, and testing. The contract specifies deliverables, timelines, and reporting requirements to support the District’s Y2K readiness initiative.
EX-10.17 5 ex-10_17.txt EXHIBIT 10.17 EXHIBIT 10.17 Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406 Page ___ of ___ GOVERNMENT OF THE DISTRICT OF COLUMBIA Encumbrance Code: Office of Contracting and Procurement PURCHASE NOTIFICATION P/N NO: T00C9 122720 REQUISITIONER / / 1(a) REQUISITION (Check One) [ / / 1(b) RELEASE AGAINST DCSS NO. _____ [ / / 1(c) PURCHASE ORDER (OCP use only) 2. Requisition Date: 2/10/99 3. Requested Delivery Date: / / 4. Requisitioner Name: Mary Ellen Hanley 5. Requisitioning Agency: OCT 6. REQUISITIONING OFFICE: Address: Office of Chief Tech. 441 4th St., NW 9305 Washington, DC 20001 Telephone # 202 ###-###-#### Fax: 202 ###-###-#### 7. DELIVER TO: (complete if different from Requisitioning Office) Address: Same Name of Contact: Telephone # Fax: 7. BILL TO: Address: Same Name of Contact: Telephone # Fax: PROCUREMENT PROCUREMENT AUTHORIZATION RELEASE, PURCHASE ORDER OR OTHER (SEE BLOCK #12)
15. SUPPLIER INFORMATION: Name: Titan/CAP Gemini Supplier Address: 1900 Campus Commons Drive Suite 600 Reston, VA 22091 Name of Contact: M. Walker Telephone #: 800 ###-###-#### DUNS #: Tax I.D. #: 134008544 10. P.O. Date: / / 11. Quote Date: / / 12. If used in conjunction with a Contract award, Purchase Order is placed in accordance with all provisions of Contract No: _____________________ 13. Time Discount ------------- Terms (Applies to Purchase Order Only) 14. F.O.B. ________________ Delivery Date: / / CERTIFICATIONS 16. AUTHORIZING REQUESTING OFFICIAL Authorizing Official: Illegible Date: 2/10/99 (MUST ENSURE AN ESTIMATED AMOUNT HAS BEEN PROVIDED IN BLOCK #20 FOR ALL PURCHASE NOTIFICATIONS) 17. FISCAL CERTIFICATIONS Pre-Encumbrance: (APPLICABLE IN PURCHASES OVER $25,000 ONLY) Illegible Date: 2/16/99 Amount: $11,288,499 Encumbrance: Illegible Date: 4/6/99 Amount: $10,710,000 18. PROCUREMENT CERTIFICATIONS Contract Specialist: Illegible Date: 4/5/99 Contracting Officer: Illegible Date: 4/5/99 RECEIVER 19. RECEIVING AND ACCEPTANCE
TITAN LOGO FIXED PRICE PROPOSAL FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF THE CHIEF TECHNOLOGY OFFICER PART I - TECHNICAL PROPOSAL 15 MARCH 1999 TITAN PROPOSAL NO. BP03 - ------------------------------------------------------------------------------- THIS PROPOSAL OR QUOTATION INCLUDES DATA THAT SHALL NOT BE DISCLOSED OUTSIDE THE GOVERNMENT OF THE DISTRICT OF COLUMBIA AND SHALL NOT BE DUPLICATED, USED OR DISCLOSED - IN WHOLE OR IN PART - FOR ANY PURPOSE OTHER THAN TO EVALUATE THIS PROPOSAL OR QUOTATION. IF, HOWEVER, A CONTRACT IS AWARDED TO THIS OFFEROR AS A RESULT OF - OR IN CONNECTION WITH - THE SUBMISSION OF THIS DATA, THE GOVERNMENT OF THE DISTRICT OF COLUMBIA SHALL HAVE THE RIGHT TO DUPLICATE, USE OR DISCLOSE THE DATA TO THE EXTENT PROVIDED IN THE RESULTING CONTRACT. THIS RESTRICTION DOES NOT LIMIT THE GOVERNMENT'S RIGHT TO USE INFORMATION CONTAINED IN THE DATA IF IT IS OBTAINED FROM ANOTHER SOURCE WITHOUT RESTRICTION. THE DATA SUBJECT TO THIS RESTRICTION ARE CONTAINED IN ALL PAGES OF OUR PROPOSAL. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- TECHNICAL PROPOSAL FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA FOR YEAR 2000 SERVICES The District of Columbia Office of the Chief Technology Officer is responsible for ensuring that the Information Technology (IT) systems in the District government are Year 2000 (Y2K) ready. As a result of a completed assessment of the District's IT Remediation and testing status, the Chief Technology Officer has identified a requirement for implementation services to assist in the District's Y2K readiness initiative and has issued a Task Order for these services. The Titan Corporation ("Titan") with its subcontractor, Cap Gemini America, Inc. ("Cap Gemini"), is please to respond to this Task Order and hereby submits this Technical Proposal to provide the required/requested services. EXECUTIVE SUMMARY: Titan and its subcontractor believe that the District of Columbia requires an efficient and proven process to address Year 2000 issues. Titan has selected an approach to support the District's Year 2000 goal of ensuring that the impact of the IT systems delivery on the District Government's services is minimal, and the associated potential negative legal and economic impacts are minimized. This approach responds to the objective of the District's Task Order for acquiring professional services to provide support in performing IT assessment, remediation, testing, and Project Management support services. The District's staff provided in Attachment 1, Non - IBM Partitions, applications to be included in this work effort. This proposal is divided into two parts. One of two processes will be applied to both of the parts. The code will either be assessed, remediated, and tested or it will be tested only depending on its status at the time. The first part is a fixed price per Line of Code (LoC) proposal for those elements for which the DC Government provided specific line of code and language identification. These applications are identified in Attachment 2, FP/LoC - Languages and Lines of Code. The second is also a fixed price per LoC proposal to support the District on those applications in Attachment 3, FP/LoC - Applications without Language and/or Lines of Code. This second part is not limited to the applications listed in Attachment 3 and will apply also to applications identified during the in-depth inventory/assessment phase of the project. - -------------------------------------------------------------------------------- 1 PART 1 FIXED PRICE/LoC PROPOSAL Part 1, the Fixed Price/LoC Technical Proposal, delineates two activities. The first activity, coordinate Project Management Activities with the IBM Project Office, will be performed by Titan and will include planning, monitoring, and reporting on the IT remediation and testing initiatives. In addition to coordinating efforts with IBM, Titan will coordinate the effective integration of the activities performed by Cap Gemini and Titan and any third party vendors required in the performance of this Task Order. This active coordination will ensure that a common methodology is maintained across the entire IT portfolio for which Titan is responsible. Deliverables (Appendix 1) for this activity will include: - Project plans which identify and assign tasks, major milestones for the efforts of the project team, and estimated dates on which tasks will be completed using Microsoft Project and the agreed upon standard reports. Any project plan variances will be identified and addressed with a recovery plan on a weekly basis. - Daily, weekly, and monthly reports that measure and track progress according to the plan; issue resolutions, and resolve deviations from the project plan. - Weekly status meetings conducted with the District and IBM Project Teams to review project status. - Weekly status reports provided to the District Year 2000 Program Manager and weekly Project Management plans provided to District Project Manager. - Project communications prepared using Lotus Notes. The DC Government will provide software and training. For the second activity, IT Application Conversion and Test, Titan will provide services to remediate and selectively test the application work packages defined by the DIstrict in Attachment 2, "Fixed Price/LoC." Titan's plan will include identification of necessary infrastructure modifications to prepare a Y2K-ready operating environment for the identified DIstrict applications. Services will include: - Conducting an analysis of the applications and the infrastructure environment and developing remediation plans, - Converting code for all code not identified as "test only," - Testing an agreed upon percentage of the converted code using an agreed to testing methodology at a non-District test environment (see Appendix 3, Validate Phase), - Returning tested code to the production environment, and - Producing reports and meeting with agencies for confirmation of system Y2K readiness. - ------------------------------------------------------------------------------- 2 PART 2 FIXED PRICE/LoC - APPLICATIONS (KNOWN AND UNKNOWN) WITHOUT LANGUAGE AND/OR LINES OF CODE (FP/LoC - UNSPECIFIED APPLICATIONS): The FP/LoC - Unspecified Applications portion of this proposal provides a work effort for assessment, remediation and testing of those applications where inadequate information was available to determine the lines of code and the languages at the time of this proposal. Attachment 3, FP/LoC - Applications without Language and/or Lines of Code, defines the Agencies and applications to which this effort currently applies. Additional Agencies and Applications will be added as they are identified. ASSUMPTIONS: In order to respond to the District's Task Order, Titan made the following assumptions: - The DC Government-provided Attachment 1 titled Non-IBM Partitions forms the basis for this proposal. The extract of applications where the DC Government was able to define the lines of code are identified in Attachment 2 and are the basis for the fixed price portion of this proposal. The applications where the line of code estimates were not available are contained in Attachment 3 and form the basis of the FP/LoC - Unspecified Applications portion of this proposal. - The Titan/Cap Gemini project team ("the Titan Team" or "the Team") can supply support to the DC Government for certain DC Government project responsibilities. Examples of this support are Source Code Collection, Execution of Baseline (DC Government Subject Matter Experts (SMEs) would have to direct these efforts). If these services are desired they will be contracted under a separate task order. - Easytrieve is estimated to consist of 50 programs with an average of 2,000 LoC per program. - Titan/Cap Gemini estimates that the number of copybooks is equal to the number of COBOL programs and the average size is 200 LoC (5,500 x 200 = 1,100,000 LoC). - Titan/Cap Gemini estimates that the number of batch jobstreams is equal to the number of COBOL programs and the average size is 100 LoC (5,500 x 100 = 550,000 LoC). - Subject Matter Experts (SMEs) will be available from the DC Government to develop and produce test cases for validation activities. - Baseline development and execution are accomplished according to the Project Schedule and Project Plan. - SMEs will review the DataMaps and identified date variable listing according to the project schedule. - ------------------------------------------------------------------------------- 3 - The Titan Team will identify hardware needs with the DC Government and IBM to size the test computing environment. The DC Government will contract directly with IBM to provide Data Center services for testing for IBM MVS based mainframe testing. The DC Government agrees to absorb all costs associated with providing Data Center services, including required software and systems programming support. - SMEs and the Titan Team will work together to develop a selective testing strategy -- generally, testing only the programs that have changed and other programs identified by the DC Government. This is an increased risk inasmuch as not all of the programs will be tested. We believe that selective testing is necessary to achieve the aggressive project schedule. Assumptions surrounding selective testing are: - Selective testing will be applied to test 30% of the programs in the FFP effort only. Due to the short timeframe available, the selective testing approach is required. - DC Government will identify the programs to be tested. - DC Government will provide independent and re-startable tests for the programs to be tested. - Test Only IBM / MVS Mainframe based COBOL, Easytrieve and Focus programs (Additional assumptions associated with Test Only are contained in Appendix 5): - The key assumption with the Test Only is a 10% defect rate in the code to be tested. - If the DC Government provides MicroFocus lines of code for testing, the DC Government will also provide a suitable test platform with the necessary software. - The technical approach to the renovation will be Interpretation (windowing). - The program high, medium, low complexity mix is 1:1:1, as described in the Project Plan. - Dates on screens and reports will not be expanded. - DC Government will have completed the following activities before Week One (Kickoff week) of the Project Schedule: - District will have qualified, quantified, linked, compiled, and staged the Implementation Group inventory as described in the Activities section of the Titan Project Plan, and according to the guidelines established in the Extraction Toolkit provided by Cap Gemini. - District will have created the Baseline application program environment from the same Production source programs that are to be extracted and sent to the Application Renovation Center (ARC) for renovation. - ------------------------------------------------------------------------------- 4 - 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 result in delays will be presented to the DC Government as Project Impacts for approval or acknowledgment. - DC Government 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. - DC Government will confirm the DataMaps within 20 business days of receiving the DataMaps from the ARC. - DC Government will provide sign-off on all deliverables within five working days of receipt. Five working days after the deliverables have been in the District's hands, deliverables will be deemed accepted by the DC Government unless Titan 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 Universal Data Migrator (UDM) utility. - Resolution of issues not specified in the Renovation Specification that result in renovation errors is outside the scope of this Proposal. In this case and in others, we will utilize the DC Government's issue resolution process. - Baseline tests will be independent, repeatable, and re-startable. - 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. - The Titan Team will document any project variations with a Project Impact Report (PIR), and the DC Government agrees to address and resolve the PIR within 24 hours. - 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 Technical Proposal. In this case and in others, we will utilize the DC Government's issue resolution process. - This Technical Proposal for the FFP part of the contract combined with the Project Plan describes all the work to be performed and the deliverables that will be provided. Work or deliverables not contained in this Technical Proposal and/or Project Plan 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 -- TransMillennium-TM- Services will be signed before holding the Pre-Kickoff Meeting by Titan, the DC Government, and its third-party vendors who will be working on this project. - -------------------------------------------------------------------------------- 5 SCOPE: The Titan Project Team proposes to support the District's Year 2000 effort on a fixed price per LoC basis for applications totaling at least 8.1 million lines of code (Attachment 2), 5,700,000 of which are hosted on mainframe systems and 2,400,000 are hosted on other platforms. In addition, Titan proposes to also provide support for unlisted Agencies and applications identified during the inventory/ assessment phase as well as those 116 applications (Attachment 3) where inadequate information was available at the time of the proposal to determine the number of lines of code to be remediated and/or tested. The Team anticipates that the majority of its effort will be to assess, remediate, and selectively test the code that is provided. The body of this proposal addresses this effort. Appendix 5. addresses the level of support to be provided for code that is to be tested only. PART 1--FIXED PRICE/LoC PROPOSAL (ANNEX 2): MAINFRAME CODE (23 APPLICATIONS TOTALING 5,700,000 LINES OF CODE): Cap Gemini, in support of Titan, will focus its efforts on the biggest part of the Year 2000 challenge, the mainframe programs written in COBOL, FOCUS and Easytrieve. The Titan Team understands that the DC Government has a significant inventory consisting of approximately 5,500 COBOL programs and approximately 1,000 programs in other known languages. With an inventory this large, this is an enormous task to complete in the next year. Considering the COBOL/Focus portions of the inventory, working every day in 1999, including weekends and holidays, more than 23 programs have to be renovated, validated, and implemented each day. Looking at this project velocity from a standard workweek perspective, 169 programs must be renovated, validated, and implemented in each of the 50 workweeks in 1999. The Team proposes a strategy for handling this volume of work, provided the significant assumptions are realized. Understanding the stringent requirements and time constraints, the Team is proposing an accelerated approach to addressing the Year 2000 challenges in the District. They propose to perform a Set-Up to prepare the environment and get ready for the accelerated project. The Set-Up will take the entire first month of the project. The Team will then begin two approximately equal sized COBOL Implementation Groups (IGs), with the second IG addressing the Focus code- each beginning on March 1, 1999. They anticipate ending the COBOL projects six months later, and the Focus project an additional 15 days later. - -------------------------------------------------------------------------------- 6 OTHER LANGUAGES/PLATFORMS (29 APPLICATIONS TOTALING 2,400,000 LINES OF CODE): Titan will provide assessment, code collection assistance, and renovation for the other languages identified in Attachment 2. Significant effort will be expended coordinating and managing this effort at eight different agencies for 29 applications containing 14 different languages. Active partnering with the agency owners of this code will be required to effectively complete the renovation in a timely manner. Titan will provide documentation detailing requirements for collecting the code from the various sites and will work with District IT personnel to efficiently accomplish this effort. PART 2 FP/LoC--UNSPECIFIED APPLICATIONS PROPOSAL: Attachment 3 identifies Agencies/applications where lines of code were not provided by the DC Government. Titan proposes to accomplish this effort on a fixed price/LoC basis also. This proposal effort includes three tasks--Inventory/assessment, Remediation, and Testing: - The Assessment effort will involve first meeting with the applicable Agency staffs and collecting source code. Then a complete analysis of the code to identify and prepare Year 2000 affected code for Remediation will be accomplished. Based on these assessments, recommended Remediation approaches will be presented to the DC Government before Remediation is begun. - The Remediation effort will be based on the analysis and discussions made above. This will include changing the code and preparing it for testing. - Selective Testing as discussed above in the FP/LoC section of this proposal will be conducted in the Test Phase of this portion of the proposal in order to accommodate the compressed schedule issues. Based on the extent and nature of the remediation efforts accomplished above, a test plan will be prepared for DC Government approval prior to beginning the Test Phase. PROJECT MANAGEMENT: Success in a project like this depends on an excellent and proven technical approach, and it requires a significant and disciplined Project Management approach. Because of the unusual size and time constraints of this project, Titan proposes that we, the District, and Cap Gemini establish a Sponsor's Committee to oversee these efforts. We suggest that senior management of all organizations participate in the oversight effort. ROLES AND RESPONSIBILITIES: The goal of making an application ready for the Year 2000 can only be realized through coordination and cooperation of the parties. To ensure that there is no duplication of efforts or missing elements to thwart this goal, the roles and responsibilities for each are outlined below. - -------------------------------------------------------------------------------- 7 TITAN TEAM RESPONSIBILITIES: In addition to the assignment of responsibilities that will be detailed in the Activities and Deliverables sections of the Titan Project Plan, the Titan Team will support the District by: - Extracting the qualified, quantified, and staged source in PDS format from the staging libraries; extraction from source management libraries such as Panvalet is outside the scope of this Technical Proposal. - Providing Project Management across the spectrum of tasks to be performed throughout the period of performance. - Remediating all code identified in the scope. - Providing testing on approximately 30% of the mainframe code identified in the FFP attachment. - Conducting a checkpoint meeting with the DC Government when the renovated code is returned from the ARC to review the renovation results, deliverables, and the validation strategy. Note: Any re-renovation due to changed specifications or changes to production following extraction is out of scope and will be handled as Project Impacts. DC GOVERNMENT RESPONSIBILITIES: In addition to the assignment of responsibilities that will be detailed in the Activities and Deliverables sections of the Titan Project Plan, the DC Government 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. - Assure participation of Titan and Cap Gemini in the DC Government weekly status meetings. - Provide Subject Matter Experts (SMEs) knowledgeable of the applications, file structures, and data included within the Implementation Groups to participate primarily in building the Baseline tests, developing the Renovation Specification, confirming the DataMap, reviewing the 20XX test results, and reviewing the identified date variable list. - Provide to Titan Team the compile and link JCL and procedures used to resolve the inventory and compile the Baseline. - Prior to Baseline execution, provide and install debugging, capture/playback, comparison and resynchronization tools, as documented in the Tools Guide provided by Cap Gemini in Appendix 4. - 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) in accordance with documentation to be provided by the Titan Team. - Provide Known Date Variable list to Titan. --------------------------------------------------------------------------- 8 - Provide Language Reference Manuals (if required). Some languages may require that the District supply the corresponding language reference manual to ensure language training is correct. - 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. - 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 of procedures for volume promotion. INVESTMENT SUMMARY: Based on the scope of work, assignment of responsibilities, deliverables (Appendix 1) and assumptions described elsewhere in this Technical Proposal, Titan will, as part of this Year 2000 Implementation Group project, help the DC Government Renovate, Validate and Implement or Test only the identified inventory in the revised Attachment 1, Non-IBM Partitions, and Attachment 2 for a fixed price/LoC. In addition, Titan will provide services for the applications where there was inadequate or incomplete information available to define the number of lines of code and to those Agencies and applications requiring support that were not identified in Attachment 1. The Agencies and the number of applications in the currently identified portion are listed in Attachment 3. All out-of-scope work or variances to Titan's estimating assumptions that require additional work or result in project delays will be presented to the DC Government in the form of a Project Impact Report for approval or acknowledgment. --------------------------------------------------------------------------- 9 APPENDIX 1: DELIVERABLES The deliverables to be created and made available to DC Government under this Statement of Work are limited to the following:
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- --------------------------------------------------------------------------- 11 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 DataMap. 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 the Titan Team 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:
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. - --------------------------------------------------------------------------- 12 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 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 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. - --------------------------------------------------------------------------- 13 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. REFERENCE 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-ADAY-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. - -------------------------------------------------------------------------------- 14 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. - -------------------------------------------------------------------------------- 15 APPENDIX 3: 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 the DC Government, solely for DC Government's internal use, the UDM. The terms of the license will be provided. Cap Gemini will conduct a session for Titan on the use of UDM and will provide user documentation. 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. - -------------------------------------------------------------------------------- 16 APPENDIX 4: TOOLS GUIDE 1. PURPOSE The purpose of this document is to describe the tools and techniques that will add to the productivity to performing the Renovate, Validate and Implement Phases for the defined implementation groups. These tools and techniques may be used for a single or all Implementation Groups for the Year 2000 project. The tools and techniques described herein are to be applied to all Implementation Groups unless otherwise indicated. 2. DEFINITIONS The definitions associated with this Guide are found in the YEAR 2000 PROJECT GLOSSARY. 3. REQUIRED TOOLS 3.1 COMPARISON A very flexible comparison tool is required. The more complex the environment (e.g., multi-format records) the more critical the need for a robust tool. Super-C, for example, is a very weak and inflexible tool. 3.1.1 TOOL EXAMPLES - Comparex 3.2 CAPTURE AND PLAYBACK SCRIPTING The test process requires three to five complete, exact passes through the scripts. This is not reasonable to expect from human operators. Therefore, a tool that can capture the script and play it back is essential. There is a further requirement that the captured script be editable. There are a number of products that adequately perform this function. They fall into two general categories, host or workstation based. Host based tools such as CA-Playback require one license for as many users as desired, but only support the host based testing. Workstation based tools require a license per concurrent tester, but can be used to test on multiple platforms with one consistent tool. 3.2.1 TOOLS - Autotester, Autotester, Inc. - CA-Playback, CA - Hyperstation, Compuware - WITT, IBM - Others 3.3 RE-SYNCHRONIZATION The critical need for this tool is to be able to perform at least a three-way compare and merge of the source code. The baseline source captured at the commencement of the renovation process, the renovated source code, and the then current production source code at the end of the testing process must be re-synchronized. The proper tool will completely and reliably automate this process, highlighting when conflicts occur. A conflict occurs when both the renovation and production changes alter the same line of code. Conflicts, though rare, must be resolved manually. - -------------------------------------------------------------------------------- 17 3.3.1 TOOLS - Endevor PDM - Comparex CDF - Version Merger, Princeton Softtech - PVCS, Intersolv 4. HIGHLY SUGGESTED TOOLS 4.1 CONTROLLING RUN DATES FOR THE 19XX AND 20XX TESTS There are far fewer compare discrepancies during the 19XX testing when a universal tool is used to set the region to the run date for the Baseline. The 20XX time warping is much more effective and consistent when done with the proper tool as well. These tools adjust the system date for a region, including an on-line region. Thus the Baseline and 19XX tests can be synchronized to appear to have been run on the same day, when, in fact, months could have elapsed. 4.1.1 TOOLS - HourGlass - TicToc 5. SUGGESTED TOOLS 5.1 DEBUGGING TOOLS These tools are highly dependent upon the environment. Some tools have environmental options (e.g., DB/2 extensions) which make them more universal. Others will only apply in certain environments. 5.1.1 TOOLS - AbendAid (Compuware) - FileAid (Compuware) - Xpeditor (Compuware) - Intertest (Intersolv) - JCL Check (CA) 5.2 DATAMAP RESEARCH AIDS A tool to assist in the location of where and how date fields are used will be an especially significant productivity boost for client application owners with limited experience in the systems they have been afforded the responsibility to review. 5.2.1 TOOLS - Revolve/2000 (Microfocus) 5.3 STANDARD TOOLS These tools are so ubiquitous as to be considered a standard in every environment. Their use is considered always available. - -------------------------------------------------------------------------------- 18 5.3.1 TOOLS - IBM Utilities - IBM Linkage Editor - TSO/ISPF/PDF - Library Manager (PANVALET/LIBRARIAN) - Universal Data Migrator (Cap Gemini) - CGADATE/CGACVT (Cap Gemini) - Appropriate Compilers and Assemblers (including older languages) - MS Office Professional - -------------------------------------------------------------------------------- 19 APPENDIX 5: TESTING ONLY SCOPE OF WORK The Titan Team'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 the DC Government 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.
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. Activities are: - 20XX Validation Preparation Phase - 20XX Test Readiness Checkpoint - Validate Phase Specific details for each of these activities will be provided at a joint meeting of the DC Government and the Titan Team. - -------------------------------------------------------------------------------- 20 DELIVERABLES The deliverables to be created and made available to DC Government under this Statement of Work are limited to the following:
- -------------------------------------------------------------------------------- 21 ASSUMPTIONS 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 TitanProject 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. - DC Government 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 DC Government as a Project Impact. - No more than 10% of the programs will have Year 2000 issues as identified by the QuickCHECK process. - DC Government 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 the DC Government unless The Titan Team is notified otherwise in writing. - If the work is performed at a DC Government 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. - -------------------------------------------------------------------------------- 22 - 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 -- 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 DC Government. These programs will be identified as part of this SOW and any deviation will result in the creation of a Project Impact. - DC Government 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 DC Government to verify the accuracy of the output. Smaller test flies will expedite the review process. - If a program error results due to an existing program problem or an incorrectly renovated program by the DC Government, Cap Gemini will document that an error has occurred and return it to the DC Government for resolution. If the DC Government 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 DC Government 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 - DC Government will provide the necessary test tools (i.e.: Hourglass, CompareX, Hyperstation, etc.) RESPONSIBILITIES TITAN TEAM RESPONSIBILITIES In addition to the assignment of responsibilities detailed in the Activities and Deliverables sections of this Statement of Work, The Titan Team 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 - ------------------------------------------------------------------------------- 23 DC GOVERNMENT RESPONSIBILITIES In addition to the assignment of responsibilities detailed in the Activities and Deliverables sections of this Statement of Work, DC Government 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 Titan 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 Titan 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 The Titan Team, 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 The Titan Team has provided the items listed in the above section titled Deliverables for which it is responsible. - ------------------------------------------------------------------------------- 24
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Page 4 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY PRICING ASSUMPTIONS AND CONDITIONS Titan Software Systems is pleased to submit our proposal in response to the Statement of Work in Support of Government of the District of Columbia Office of the Chief Technology Officer. Our proposal is submitted based on Fixed Price Line of Code. Our proposal shall remain valid for a period of sixty (60) days from submission. The following items address the details of Titan's proposal: 1.1 ADMINISTRATIVE INFORMATION Any resultant contract should be issued in the name of: Titan Software Systems Corporation 600 Maryland Avenue, SW, Suite 450 Attn: Contracts Department Washington, DC 20024 Payment should be directed to: Titan Software Systems Corporation P.O. Box 92977 Los Angeles, California 90009 Account #11-078-877 1.2 PERIOD OF PERFORMANCE Our pricing is based on a period of performance of thirty-five (35) weeks from contract award. 1.3 LINE OF CODE RATES/PRICES The following prices based on the Line of Code estimates provided by the Office of the Chief Technology Officer. 1.3.1 MAINFRAME CODE Renovate and test IBM/MVS based COBOL. Easytrieve and Focus programs at [...***...] per line of code. MicroFocus COBOL programs will be processed at the same costs per line of code. Test only IBM/MVS Mainframe based COBOL. Easytrieve and Focus programs at [...***...] per line of code. MicroFocus COBOL programs will be processed at the same costs per line of code. The key assumption with the Test Only is a 10% defect rate in the code to be tested. A contract line item of [...***...] will be established and worked down at a rate of [...***...] per line of renovated and tested COBOL, Easytrieve and Focus programs, and/or [...***...] per line of tested COBOL, Easytrieve or Focus programs. If the DC Government is unable to supply the necessary Lines of Code that amounts to [...***...], there will be no reduction in this line item price. 1.3.2 OTHER CODE The 23 other languages will be processed at [...***...] per line of code. It is estimated that the DC Government will require approximately [...***...] LOC to be processed for a total value of [...***...]. 1.3.3 ADDITIONAL CODE For all other applications where the current LOC is unknown, the rates established above will apply. Titan will advise the Chief Technology Officer immediately upon identification of such additional code. A notification to proceed will be issued from the DC Government Contracts Department to Titan in order to *CONFIDENTIAL TREATMENT REQUESTED 3 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY expedite the processing of the code. A subsequent contract modification will be issued to include such additional code and associated costs. 1.4 BILLING The DC Government will agree to a milestone payment schedule and payment terms of net 30 days. Titan will provide the DC government with Line of Code statistics for billing and tracking purposes. 1.5 ASSUMPTIONS AND CONDITIONS Our proposal is based on the following assumptions and conditions: 1.5.1 Minimum contract line item values will be established based on paragraph 1.3 above. 1.5.2 The DC Government will contract directly with IBM to provide Data Center services for testing for IBM MVS based mainframe testing. The DC Government agrees to absorb all costs associated with providing Data Center services, including required software and systems programming support. 1.5.2 Should the DC Government provide MicroFocus lines of code, the DC Government will also provide a suitable test platform with the necessary software. 1.5.3 Documentation will be provided for any project variations with a Project Impact Report (PIR), and the DC Government agrees to address and resolve the PIR within 24 hours. 1.5.4 Titan can supply support to the DC Government for Certain DC Government project responsibilities. Examples of this support are Source Code Collection, Execution of Baseline (DC Government Subject Matter Experts (SMEs) would have to direct these effort). If these services are desired they will be contracted under a separate task order. 1.5.5 Titan agrees to attempt to comply with the goal of 35% LSDB participation. This is reflected in Attachment No. 01, Small Business and Small Disadvantaged Business Subcontracting Plan. 1.6 YEAR 2000 WARRANTY--SERVICES (a) Titan warrants that they (1) have the ability to perform the agreed Year 2000 services as described in the Statement of Work; (2) shall provide suitable resources with that degree of skill and judgment normally exercised by recognized professional firms performing services of a similar nature; and (3) will endeavor to provide Year 2000 services hereunder on a timely basis consistent with the difficulty and scope of services to be provided. Customer's sole and exclusive remedy for breach of this warranty is to have the Contractor re-perform any services whose non-compliance with this warranty is made known by Customer to Contractor in writing within ninety (90) days after Customer's acceptance of the non-compliance services. (b) Except as expressly provided in this Year 2000 Warranty, Contractor disclaims any warranty, responsibility, or liability for the Year 2000 compliance or functionality of Customer's hardware, software, firmware or computer systems, and disclaims any warranty that any services provided will achieve Year 2000 compliance or functionality with Customer's systems. The provisions of this Year 2000 Warranty shall take precedence over any inconsistent provisions elsewhere in this Contract including its exhibits and attachments. (c) Customer warrants that it holds title to or a sufficient license in the software systems and line of code ("LOC") to which Titan is given access pursuant to this Contract, so as to lawfully allow Titan to perform any services required under this Contract. Customer shall indemnify, defend, and hold harmless Contractor from and against any claim, demand, cause of action, loss, damage, or cost (including reasonable attorney's fees) arising out of or relating to any breach of the warranty in the preceding 4 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY sentence or a claim by any third party that Contractor is not entitled to have access to, or to perform services upon, any such LOC or software. (d) Customer's sole and exclusive remedy, and Titan's and its subcontractor's sole obligation under or in respect of any warranty provided herein shall be for Titan and its subcontractors to provide, for a period of 90 days after completion of the services provided under this agreement, trained personnel for the sole purpose of rendering rectification services to resolve any Year 2000 date or date-related problems notified to Titan during such period. 1.7 REPRESENTATIONS AND WARRANTIES 1.7.1 REPRESENTATIONS AND WARRANTIES ON AUTHORITY AND OWNERSHIP OF CONTRACTOR-CREATED DELIVERABLES. Contractor and its subcontractors represent and warrant to Customer that Contractor has full and sufficient right to assign or grant the rights and/or licenses granted to Customer by Contractor in the Contract Documents. Contractor represents and warrants to Customer that, upon payment by Contractor of all applicable invoices, Customer shall be the sole owner of all Contractor-Created Deliverables and all U.S. copyrights therein. 1.7.2 REPRESENTATION AND WARRANTY ON NON-INFRINGEMENT. (a) Contractor represents and warrants to Customer that no Customer-Created Deliverable, to the extent not modified by Customer or any other party, infringes any U.S. patent, copyright, trademark or other intellectual property rights (including trade secrets), privacy or similar rights of any third party, nor, to Contractor's knowledge, has any claim of such infringement been threatened or asserted, and no such claim is pending, against Contractor or, to Contractor's knowledge, against any entity from which Contractor has obtained such rights. The foregoing warranty shall not apply where the alleged infringement was based on or attributable to (i) any combination, operation or use of any Deliverable with any equipment or programs which are neither supplied by Contractor nor specified in the Contract Documents for that purpose; (ii) use or modification of Materials provided to Contractor by Customer and such use or modification by Contractor was within the scope of a Statement of Work and this Agreement; or (iii) compliance with Customer's specifications. In addition, the foregoing warranty shall not apply with respect to any claim alleging infringement of any trademark, trade name, product name or similar right where the claim of infringement is based on or results from the use of any name or mark selected by Customer. (b) In the event of a breach of the warranty set forth in subsection (a) of this Section, Contractor shall have the option, at its expense, (i) to modify the Contractor-Created Deliverables to make them non-infringing, (ii) to obtain for Customer the right to continue using the Contractor-Created Deliverables, or (iii) to substitute Deliverables reasonably acceptable to Customer which do not so infringe in place of the infringing Contractor-Created Deliverables; if none of these options are commercially reasonable for Customer, then the exclusive remedy for that breach of the foregoing warranty shall be the termination of the relevant Statement of Work and the refund by Contractor to Customer of all payments made by Customer to Contractor for the infringing Contractor-Created Deliverables. (c) Notwithstanding any contrary terms in any Contract Document, if Customer requests Contractor to perform work on software, Customer represents and warrants that it has the right to do so and agrees to protect, defend, hold harmless and indemnify Contractor 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 Contractor of that third party's rights, but only to the extent that Contractor's work on that software was within the scope of a Statement of Work and this Agreement. 5 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY 1.7.3 REPRESENTATION AND WARRANTY RELATING TO YEAR 2000 SERVICES The representations and warranties relating to Year 2000 Services are set forth herein and shall govern with respect to services performed in connection with the Statement of Work. 1.7.4. OTHER REPRESENTATIONS AND WARRANTIES DISCLAIMED. EXCEPT AS PROVIDED IN THIS ARTICLE AND PARAGRAPH 1.7.4.1, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF Contractor, 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, Contractor EXPRESSLY DISCLAIMS ANY WARRANTY OR LIABILITY WITH RESPECT TO DESIGN OR LATENT DEFECTS OR WITH RESPECT TO THE YEAR 2000. Client acknowledges that it is a sophisticated Party to this Agreement and recognizes and agrees that the terms of this Article 1.7 are an integral part of Contractor's pricing and an important factor in Contractor's willingness to enter into the Contract Documents and to agree to perform services under them. 1.7.4.1 COMPREHENSIVE RENOVATION, VALIDATION SERVICES Contractor represents and warrants to Client that any source code change made by Contractor 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, Contractor 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 Contractor 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 Contractor 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 Contractor renovates or in Code that interacts with that Code, Contractor provides the warranty set forth above for the time period set forth above and does not warrant that any Code will function without problems. 1.7.4.2 VALIDATION ONLY In connection with Year 2000 Validation only Services provided pursuant to the Statement of Work, Contractor represents and warrants that Contractor will scan all data which the Client sends to Contractor (which has been extracted in accordance with the Extraction Guide) and that Contractor 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 Contractor 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 Contractor within 30 days of Client's receipt of the Electronic DataMap from Contractor or said claim shall be waived. Client recognizes that it is responsible for all information supplied to Contractor 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 1.7 OF THE PROPOSAL, Contractor EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES. Without limiting the foregoing, Client recognizes that Contractor specifically does not warrant that, in performing these services, Contractor 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 CONTRACTOR DOES NOT WARRANT ANY 6 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY 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 CONTRACTOR DOES NOT WARRANT THAT THE TESTING OF CLIENT'S CODE WILL BE COMPLETE OR MEET ANY PARTICULAR SERVICE LEVEL OR QUALITY. Contractor further represents and warrants that the software licensed to Client by Contractor will function substantially in accordance with its documentation provided that such software has been used in accordance with operating instructions. Contractor 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. Contractor assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the software. In the event of a breach of the foregoing warranty with respect to licensed software, Contractor will use commercially reasonable efforts to correct the defect. In the event that such defect is not corrected, Contractor will replace the software at no charge or, at Contractor's option, Contractor will refund the purchase price for such software. This paragraph sets forth Client's sole and exclusive remedy, and Contractor'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 Contractor within 30 days of Client's receipt from Contractor of the software at issue or said claim shall be waived. 1.8 INDEMNIFICATION 1.8.1 If, as a result of Contractor's negligence, Client or Client's employees suffer personal injury or property damage, Contractor will reimburse Client for that portion of any claims Client actually pays for which Contractor is legally liable. 1.8.2 If, as a result of Client's negligence, Contractor or Contractor's employees suffer personal injury or property damage, Client will reimburse Contractor for that portion of any claims Contractor actually pays for which Client is legally liable. 1.8.3 Except for claims covered by Section 1.9 below, Client will release, discharge, defend at its expense, indemnify and hold Contractor, Contractor's Affiliates and their respective officers, directors, shareholders, employees, independent brokers and agents (the "Indemnitees") harmless from all claims or actions by Client or by third parties arising out of or relating to Client's breach of Section 1.9.2 above or Client's or any third party's use of or inability to use, or as a result of any defect in, any Deliverable and will pay all settlements, costs and expenses (including costs of investigation and reasonable legal fees and expenses), damages, liabilities and awards provided that Contractor promptly notifies Client in writing of the claim, provides Client a copy of all information received by Contractor with respect to the claim or action, cooperates with Client in defending or settling the claim or action, and allows Client to control the defense and settlement of the claim or action, including the selection of attorneys. The Indemnitee will have the right to participate in the settlement or defense of any such claim or action at its own expense. 1.9 LIMITATION OF LIABILITY 1.9.1 To the maximum extent permitted by applicable law, each party's entire liability and the other party's exclusive remedy for damages from any event or claim arising under or relating to the Contract Documents, for any cause whatsoever, and regardless of the form of action, whether in contract or in tort (including breach of warranty and negligence), will be limited as follows: (a) With respect to which breaches or defaults have occurred, or which authorized Services have given rise to claims, each party will be liable for the other party's direct damages, in an amount not to exceed, in the aggregate for all claims arising under or in connection with such Services, the total amount of compensation paid to Contractor for such Services. 7 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY (b) In no event will a party be liable for: (i) any damages caused by the other party's failure or the failure of the other party's Affiliates or suppliers to perform their responsibilities; (ii) any claims or demands of third parties (other than those third party claims covered by Sections 8.1 above in the case of Contractor and Sections 8.2 and 8.3 above in the case of Client); or (iii) any lost profits, loss of business, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if advised of the possibility of such damages. (c) Neither party will be held responsible, or to have failed to meet its obligations under the Contract Documents, if it either delays performance or fails to perform as a result of any cause beyond its reasonable control (including, without limitation, the other party's failure to perform its responsibilities as set forth in this Section and above). 1.9.2 The foregoing limitation will not apply to: (i) the payment of additional compensation to Contractor pursuant to Change Orders; (ii) the payment of settlements, costs, damages and legal fees referred to in Section 8.3 above; (iii) any claims by Client for reimbursement under Section 8.1 above; or (iv) any claims by Contractor for reimbursement under Section 8.2 above. The limitations of liability set forth in this Section 9 will survive the failure of any limited or exclusive remedy set forth in the Contract Documents and the expiration of termination of the Contract Documents. 8 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY ATTACHMENT NO. 1 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING PLAN 9 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY INTRODUCTION Titan's SB/SDB Subcontracting Plan is detailed on the following pages. We have included both a specific plan for this effort, and our Corporate Master Subcontracting Plan. Titan Software Systems Corporation is committed to complying with the requirement to maximize subcontracting opportunities for small, disadvantaged, and women-owned firms. 10 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING PLAN DATE: 19 MARCH 1999 TITAN SOFTWARE SYSTEMS CORPORATION 600 MARYLAND AVENUE WASHINGTON, DC 20024 ###-###-#### ITEM/SERVICE: GOVERNMENT OF THE DISTRICT OF COLUMBIA, OFFICE OF THE CHIEF TECHNOLOGY OFFICER, YEAR 2000 SERVICES The following, together with any attachments, is hereby submitted as a Subcontracting Plan to satisfy the applicable requirements of Public Law 95-507 as implemented by OFPP Policy Letter 80-2. 1. (a) The following percentage goals (expressed in terms of a percentage of total planned subcontracting dollars) are applicable to the contract cited above or to the contract awarded under the solicitation cited. Local Small Disadvantaged Business (LSDB) concerns: 35% of total planned subcontracting dollars under this contract will go to subcontractors who are small business concerns owned and controlled by socially and economically disadvantaged individuals. (b) The following dollar values correspond to the percentage goals shown in (a) above. (i) Total dollars planned to be subcontracted to SDB concerns: TBD. (c) The total estimated dollar value of all planned subcontracting (to all type of business concerns) under this contract is $TBD. (d) The following principal products and/or services will be subcontracted under this contract, and the distribution among SB and SDB concerns is as follows: Software, Programmer services for Y2K efforts. (e) Titan is currently negotiating with the following companies: Brandon Telecommunications Group Symbiont, Inc. IMTAS, Inc. (f) Indirect and overhead costs (check one below): - WILL BE included in the goals. 11 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY 2. The following individual will administer the subcontracting program: Name: Peggy Owens ------------------------------------------------------ Titan Software Systems Corporation Address: 600 Maryland Avenue, SW, Washington, DC 20024 ------------------------------------------------------ Telephone: (202) 484-1400 ------------------------------------------------------ Title: Subcontracts Administrator ------------------------------------------------------ This individual's specific duties, as they relate to the firm's subcontracting program, are as follows: General overall responsibility for this company's Small Business Program, the development, preparation and execution of the individual subcontracting plans and for monitoring performance relative to contractual subcontracting requirements contained in this plan, including but not limited to: (a) Developing and maintaining bidder's lists of SB and SDB concerns from all possible sources. (b) Ensuring that procurement packages are structured to permit SB and SDB concerns to participate to the maximum extent possible. (c) Assuring inclusion of SB and SDB concerns in all solicitation for products or services which they are capable of providing. (d) Reviewing solicitations to remove statements, clauses, etc., which may tend to restrict or prohibit SB and SDB participation. (e) Ensuring periodic rotation of potential sub-contractors on bidders lists. (f) Ensuring that the bid proposal review board documents its reasons for not selecting low bids submitted by SB and SDB concerns. (g) Ensuring the establishment and maintenance of records of solicitations and subcontract award activity. (h) Attending or arranging for attendance of company counselors at Business Opportunity Workshops, Minority Business Enterprise Seminars, Trade Fairs, etc. (i) Conducting or arranging for conduct of motivational training for purchasing personnel pursuant to the intent P.L. 95-507. (j) Monitoring attainment of proposed goals. (k) Preparing and submitting periodic subcontracting reports required. 12 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY (l) Coordinating contractor's activities during the conduct compliance reviews by Federal agencies. (m) Coordinating the conduct of contractor's activities involving its SB and SDB subcontracting program. (n) Additions to (or deletions from) the duties specified above are as follows: -------------------------------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- 3. The following efforts will be taken to assure that SB and SDB concerns will have an equitable opportunity to compete for subcontracts: (a) Outreach efforts will be made as follows: (i) Contacts with minority and small business trade associations (ii) Contacts with business development organizations (iii) Attendance at small and minority business procurement conference and trade fairs. (b) The following internal efforts will be made to guide and encourage buyers: (i) Workshops, seminars and training programs will be conducted (ii) Activities will be monitored to evaluate compliance with this subcontracting plan (c) SB and SDB concern source lists, guides and other data identifying SB and SDB concerns will be maintained and utilized by buyers in soliciting subcontracts. (d) Additions to (or deletions from) the above listed efforts are as follows: ------------------------------------------------------------------ ------------------------------------------------------------------ ------------------------------------------------------------------ 4. The bidder (contractor) agrees that the clause entitled Utilization of Small Business Concerns and Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals will be included in all subcontracts which offer further subcontracting opportunities, and all subcontractors except small business concerns who received subcontracts in excess of $500,000 will be required to adopt and comply with a subcontracting plan similar to this one. Such plans will be reviewed by comparing them with the provisions of Public Law 95-507, and assuring that all minimum requirements of an acceptable subcontracting plan have been satisfied. The acceptability of percentage goals shall be determined on a case-by-case basis depending on the supplies/services involved, the availability of potential small and small disadvantaged subcontractors, and prior experience. Once approved and implemented, 13 TITAN PROPOSAL NO. BP03 SUBMITTED TO THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF INFORMATION TECHNOLOGY plans will be monitored through the submission of periodic reports, and/or, as time and availability of funds permit, periodic visits to subcontractors facilities to review applicable records and subcontracting program progress. 5. The bidder (contractor) agrees to submit such periodic reports and cooperate in any studies or surveys as may be required by the contracting agency or the Small Business Administration in order to determine the extent of compliance by the bidder with the subcontracting plan and with the clause entitled Utilization of Small Business Concerns and Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged individuals, contained in the contract. 6. The bidder (contractor) agrees that he will maintain at least the following types of records to document compliance with this subcontracting plan: (a) SB and SDB concern source lists, guides and other data identifying SB/SDB vendors. (b) Organizations contacted for SB and SDB sources. (c) On a contract-by-contract basis, records on all subcontract solicitations over $100,000, indicating on each solicitation (1) whether SB concerns were solicited, and if not why not; (2) whether SDB concerns were solicited, and if not, why not; (3) reasons for the failure of solicited SB or SDB concerns to receive the subcontract award. (d) Records to support other outreach efforts: Contacts with Minority and Small Business Trade Associations, etc. Attendance at small and minority business procurement conferences and trade fairs. (e) Records to support internal activities to guide and encourage buyers: Workshops, seminars, training programs, etc. Monitoring activities to evaluate compliance. (f) On a contract-by-contract basis, records to support subcontract award data to include name and address of subcontractor. (g) Records to be maintained in addition to the above are as follows: --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- Plan Accepted by: - --------------------------------------- ------------------------------- Contracting Officer Date NOTE TO CONTRACTING OFFICER: Upon incorporation of a plan into the contract indicated herein, the estimated dollar value of the Contract is $(TO BE FILLED IN BY CONTRACTING OFFICER) 14
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Page 3 [logo] 22 June 1999 Office of Chief Technology Officer 441 4th Street, NW, Room 930S Washington, DC 20001 Attention: Vivek Kumar Subject: P/N No. T00C9 122720, Assessment, Remediation of Y2K Applications for the Government of the District of Columbia Attachments: (a) Schedule of Prices (b) Titan Proposal BP03-001, Time and Material Rates, 12 May 1999 (c) Titan Proposal BP03-002, Pre-Test Scanning, 17 June 1999 (d) Titan Proposal BP03-003, Pre-Renovation Scanning, 22 June 1999 (e) Titan Proposal BP03-004, Clean Management, 22 June 1999 (f) Titan Proposal BP03-005, Renovation Only, 22 June 1999 Dear Mr. Kumar: Titan Software Systems Corporation is pleased to forward the above listed proposals at the request of the Office of the Chief Technology Officer. After several discussions between Titan, Cap Gemini and the Office of the CTO, it has become necessary to provide a range of pricing options for the effort required under the subject contract. Attachment (a) is a summary of the prices as provided in Attachments (b) through (f). It is essential that these prices be included in a modification to the subject purchase order. Attachment (b) was provided to your office on 12 May 1999 to encompass a Time and Materials effort for the coordination of Project Management Activities with the IBM Project Office. This will also allow the DC Government CTO to issue task orders for ad hoc tasking within the scope of the Y2K contract effort. Attachment (c) was provided to your office on 17 June 1999 for Pre-Test Scanning in support of the DC Government's Year 2000 checking and testing efforts. Titan will provide Pre-Test Scanning tools and services for the DC Government's source inventory. Attachment (d) is provided herein for your review and approval for Pre-Renovation Scanning in support of the DC Government's Year 2000 checking and testing efforts. Titan will provide Smart Error Message Pre-Renovation Scanning tools and services for the DC Government's source inventory. Attachment (e) is provided herein for your review and approval for Clean Management activities in support of the DC Government's Year 2000 checking and testing efforts. Titan will provide Clean Management tools and services for the DC Government's source inventory. Attachment (f) is provided herein for your review and approval for Renovation Only activities in support of the DC Government's Year 2000 checking and testing efforts. Should you require any additional information, please contact the undersigned at ###-###-####. Sincerely, /s/ Peggy A. Owens Peggy A. Owens Business Manager Copy to: Mary Ellen Hanley, OCTO Suzanne Peck, OCTO Melvin York, Y2K Project Manager ATTACHMENT NO. 1 SCHEDULE OF SUPPLIES AND SERVICES P/N T00C9 122720, ASSESSMENT, REMEDIATION OF Y2K APPLICATIONS FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA
*CONFIDENTIAL TREATMENT REQUESTED TITAN PROPOSAL BP03-001 TIME AND MATERIALS [LOGO] 12 May 1999 Office of the Chief Technology Officer One Judiciary Square 441 4th Street, NW Washington, DC 20001 Attention: Vivek Kumar Contracting Officer Subject: Titan Proposal No. BP03-001, Inventory/Test Preparation Validation Services Dear Mr. Kumar: Titan Software Systems Corporation is pleased to submit our proposal for Inventory/Test Preparedness Validation Services in Support of Government of the District of Columbia Office of the Chief Technology Officer. Our proposal is submitted based on Time and Materials basis and shall remain valid for a period of sixty (60) days from submission. Our proposal consists of two parts: Part I - Technical Proposal Part II - Price Proposal Questions of a technical nature should be addressed to Mr. Michael Walker at ###-###-####. Questions of a contractual nature, as well as contract negotiations, should be addressed to Ms. Peggy Owens at ###-###-#### or by fax at ###-###-####. Sincerely, /s/ Peggy A. Owens Peggy A. Owens Business Manager - ------------------------------------------------------------------------------ 600 Maryland Avenue, S.W., Suite 450, Washington, D.C. 20024 ###-###-#### [LOGO] TIME AND MATERIALS PROPOSAL FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF THE CHIEF TECHNOLOGY OFFICER PART I - TECHNICAL PROPOSAL 12 MAY 1999 TITAN PROPOSAL NO. BP03-001 - ------------------------------------------------------------------------------ THIS PROPOSAL OR QUOTATION INCLUDES DATA THAT SHALL NOT BE DISCLOSED OUTSIDE THE GOVERNMENT OF THE DISTRICT OF COLUMBIA AND SHALL NOT BE DUPLICATED, USED OR DISCLOSED - IN WHOLE OR IN PART - FOR ANY PURPOSE OTHER THAN TO EVALUATE THIS PROPOSAL OR QUOTATION. IF, HOWEVER, A CONTRACT IS AWARDED TO THIS OFFEROR AS A RESULT OF - OR IN CONNECTION WITH - THE SUBMISSION OF THIS DATA, THE GOVERNMENT OF THE DISTRICT OF COLUMBIA SHALL HAVE THE RIGHT TO DUPLICATE, USE OR DISCLOSE THE DATA TO THE EXTENT PROVIDED IN THE RESULTING CONTRACT. THIS RESTRICTION DOES NOT LIMIT THE GOVERNMENT'S RIGHT TO USE INFORMATION CONTAINED IN THE DATA IF IT IS OBTAINED FROM ANOTHER SOURCE WITHOUT RESTRICTION. THE DATA SUBJECT TO THIS RESTRICTION ARE CONTAINED IN ALL PAGES OF OUR PROPOSAL. - ------------------------------------------------------------------------------ TECHNICAL PROPOSAL FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA FOR YEAR 2000 INVENTORY/TEST PREPAREDNESS VALIDATION SERVICES The District of Columbia Office of the Chief Technology Officer is responsible for ensuring that the Information Technology (IT) systems in the District government are Year 2000 (Y2K) ready. As a result of a completed assessment of the Government of the district of Columbia, Office of Chief Technology's (hereinafter referred to as "Client") IT Remediation and testing status, the Client has identified a requirement for implementation services to assist in the Client's Y2K readiness initiative and has issued a Task Order for these services. The Titan Corporation ("Titan") with its sub-contractor, Cap Gemini America LLC. ("Cap Gemini"), is pleased to respond to this Task Order and hereby submits this Technical Proposal to provide the required/requested services. EXECUTIVE SUMMARY: Titan and Cap Gemini believe that the Client requires an efficient and proven process to address Year 2000 issues. Titan has selected an approach to support the Client's Year 2000 goal of ensuring that the impact of the IT systems delivery on the Client's services is minimal, and the associated potential negative legal and economic impacts are minimized. This approach responds to the objective of the Client's Task Order for acquiring professional services to provide support in performing IT assessment, remediation, testing, and Project Management support services. The Client's staff provided in Attachment 1, Non-IBM Partitions, applications to be included in this work effort. The Client's staff also recognizes the need to validate the inventory provided in Attachment 1, Non-IBM Partitions, conduct analyses of various test environments to determine readiness of DC data centers to support application testing, and to make test site recommendations. These activities are required to support Year 2000 assessment, renovation, and testing efforts. This proposal addresses inventory validation and testing preparedness. Titan will conduct a series of interviews with the cognizant District Year 2000 Managers and District agency representatives to ascertain the current status of the systems identified in the inventory. This effort will be performed on a Time and Materials (T&M) basis. The results of the validation effort will be used as the baseline for the effort proposed in Titan Proposal BPO3. TIME AND MATERIALS (T&M): This Technical Proposal provides for the coordination of Project Management Activities with the IBM Project Office. This will be performed by Titan and will include planning, monitoring, and reporting on the inventory validation and test site activities. In addition to coordinating efforts with IBM, Titan will coordinate the effective integration of the activities performed by Cap Gemini and Titan and any third party vendors required in the 1 performance of this Task Order. This active coordination will ensure that a common methodology is maintained across the entire IT portfolio for which Titan is responsible. Deliverables for this activity will include: - - Daily, weekly, and monthly reports that measure and track progress. - - Weekly status meetings conducted with the District and IBM Project Teams to review status. - - Project communications prepared using Lotus Notes. The DC Government will provide software and training. - - Completed Y2K inventory validation report. - - Updated IT Project Test Site Matrix. - - Test requirements summary. ASSUMPTIONS: In order to respond to the Client's Task Order, Titan made the following assumptions: - - The Client-provided Attachment 1 titled Non-IBM Partitions forms the basis for this proposal. - - Subject Matter Experts (SMEs) will be available from the DC Government to provide accurate data regarding the systems identified in the inventory. SCOPE: The Titan Project Team proposes to support the District's Year 2000 effort on a time and materials basis for the validation of the Year 2000 inventory. The Titan Team understands that the DC Government has a significant inventory consisting of approximately 170 programs distributed across approximately 45 agencies. Understanding the stringent requirements and time constraints, the Team is proposing an accelerated approach to addressing the Year 2000 challenges in the District. The Team will interview the District's Year 2000 Managers and the IBM Cluster Managers to ascertain their understanding of the inventory and compile relevant background information and documentation. The Team will coordinate interviews of the agency application owners to validate the inventory and where possible begin the process of extracting applications for assessment and renovation. The Team will report its inventory findings to the cognizant District Manager and include the updated inventory data in the Year 2000 Program Office database. For those applications which are determined to have an inventory disposition of needing Test only, or RVI (Renovation, Validation and Implementation) support, Titan will 2 provide test environment analyses resulting in a completed IT Project Test Site Matrix, and a data center testing requirements summary. The format and content or the matrix and data center testing requirements will follow the format established by IBM. ROLES AND RESPONSIBILITIES: The goal of validating the Year 2000 inventory can only be realized through coordination and cooperation of the parties. To ensure that there is no duplication of efforts or missing elements to thwart this goal, the roles and responsibilities for each are outlined below. TITAN TEAM RESPONSIBILITIES: The Titan Team will support the District by: - - Providing Project Management across the spectrum of tasks to be performed throughout the period of performance. CLIENT RESPONSIBILITIES: The Client will: - - Assure participation of Titan and Cap Gemini in the Client's weekly status meetings. - - Provide Subject Matter Experts (SMEs) knowledgeable of the applications, file structures, and data to provide information on the system inventory. 3
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[logo] TIME AND MATERIALS PROPOSAL FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF THE CHIEF TECHNOLOGY OFFICER PART II - TIME AND MATERIALS PROPOSAL 12 MAY 1999 TITAN PROPOSAL NO. BP03-001 - ------------------------------------------------------------------------------ THIS PROPOSAL OR QUOTATION INCLUDES DATA THAT SHALL NOT BE DISCLOSED OUTSIDE THE GOVERNMENT OF THE DISTRICT OF COLUMBIA AND SHALL NOT BE DUPLICATED, USED OR DISCLOSED - IN WHOLE OR IN PART - FOR ANY PURPOSE OTHER THAN TO EVALUATE THIS PROPOSAL OR QUOTATION. IF, HOWEVER, A CONTRACT IS AWARDED TO THIS OFFEROR AS A RESULT OF - OR IN CONNECTION WITH - THE SUBMISSION OF THIS DATA, THE GOVERNMENT OF THE DISTRICT OF COLUMBIA SHALL HAVE THE RIGHT TO DUPLICATE, USE OR DISCLOSE THE DATA TO THE EXTENT PROVIDED IN THE RESULTING CONTRACT. THIS RESTRICTION DOES NOT LIMIT THE GOVERNMENT'S RIGHT TO USE INFORMATION CONTAINED IN THE DATA IF IT IS OBTAINED FROM ANOTHER SOURCE WITHOUT RESTRICTION. THE DATA SUBJECT TO THIS RESTRICTION ARE CONTAINED IN ALL PAGES OF OUR PROPOSAL. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 600 Maryland Avenue, S.W., Suite 450, Washington, D.C. 20024 ###-###-#### PRICING ASSUMPTIONS AND CONDITIONS Titan Software Systems is pleased to submit our proposal for Inventory/Test Preparedness Validation Services in Support of Government of the District of Columbia Office of the Chief Technology Officer. Our proposal is submitted based on Time and Materials basis and shall remain valid for a period of sixty (60) days from submission. The following items address the details of Titan's proposal: 1.1 ADMINISTRATIVE INFORMATION Any resultant contract should be issued in the name of: Titan Software Systems Corporation 600 Maryland Avenue, SW, Suite 450 Attn. Contracts Department Washington, DC 20024 Payment should be directed to: Titan Software Systems Corporation P.O. Box 92977 Los Angeles, California 90009 Account #11-078-877 1.2 PERIOD OF PERFORMANCE Our pricing is based on a period of performance of from contract award through 31 December 1999. Extensions of this date will be agreed to in writing. 1.3 BILLING Invoicing will occur on a monthly basis and payment shall be N/30. The invoices shall reflect current and cumulative hours by labor category. TITAN PROPOSAL NO. BP03-001 TIME AND MATERIAL PROPOSAL
*CONFIDENTIAL TREATMENT REQUESTED TITAN PROPOSAL BP03-002 PRE-TEST SCANNING STATEMENT OF WORK PRE-TEST SCANNING FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA Prepared by: Titan Software Systems Corporation 600 Maryland Ave., S.W., Suite 450 Washington, DC 20024 STATEMENT OF WORK FOR PRE-TEST SCANNING FOR TITAN SOFTWARE SYSTEMS CORPORATION This document and its attachments comprise Statement of Work for Pre-Test Scanning made as of the ___ day of __________, 1999 by the Government of the District of Columbia ("DC Government" or "Client") and Titan Software Systems Corporation ("Titan"). Capitalized terms used but not defined in this Statement of Work shall have the meanings given to them in the Agreement. SCOPE OF WORK The DC Government will utilize Titan's Pre-Test Scanning offering to support its Year 2000 checking and testing efforts. Titan will provide Pre-Test Scanning tools and services for the DC Government's source inventory. Pre-Test Scanning consists of tools and services that aid in Year 2000 checking and testing by providing the following: - Code analysis on an application by application basis regardless of the platform it is downloaded from and the language or languages that make up the application. - Identification of data variables throughout the application that are marked as not valid for Year 2000 precessing or as Year 2000 compliant. - Source code complexities on a program by program basis to aid in test plan development. - Electronic information that will facilitate the selection of test data particularly with regard to data variables used in control statements. - On-Site support and services to include tool training, deliverable presentation, and project management and administration. Because the exact languages, size, and number of Pre-Test Scannings are yet to be defined, actual schedules will vary depending on the language mix and size of the applications presented for Pre-Test Scanning. ACTIVITIES PRE-TEST SCANNING PREPARATION Two weeks before extraction of the Pre-Test Scanning source identified in the Scope of Work section, Titan will provide source extraction guidelines and assistance to DC Government personnel 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, DC Government will stage and extract the identified source in the format specified in the Pre-Test Scanning Extraction Guide. DC Government will send the extracted source to Titan for Pre-Test Scanning processing. PRE-TEST SCANNING PROCESSING After receiving the extracted source, Titan will scan the source. Within three (3) weeks of receiving the extracted source, Titan will return the pre-test scan report to the District Government in electronic format and provide a hard copy. At the time the report is returned to the DC Government, Titan will provide one (1) person on-site for two (2) consecutive business days to conduct training on the pre-test scanning tools and report for up to 15 DC Government personnel. The DC Government personnel will load the pre-test scanning review tools, review the report, and then begin code walk-through using the tools and report as a guide. The District personnel can then make any necessary program changes manually and test the changes. HELP DESK ASSISTANCE Titan will provide Help Desk assistance to DC Government personnel during the source extraction process and for 90 days from The DC Government's receipt of the report. This assistance will be limited to telephone support. DELIVERABLES The deliverables to be created and made available to the DC Government under this Statement of Work are limited to the following:
SCHEDULE
C = TITAN A = DC GOVERNMENT ASSUMPTIONS Titan'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 Titan based its price. The assumptions enable Titan 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 Titan Project Impact Report (PIR) will be prepared to document the occurrence and to assess the impact to project targets (primarily cost and due date). - Titan's tools require that DC Government'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 the DC Government's mainframe. - Mainframe/PC Upload/Download software. - PIKZIP or WinZip that support spanned multiple diskettes. - The DC Government 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 processing of the extracted source (scanning and report creation) begins when Titan receives the COMPLETE extracted source with no missing inventory. - With the exception of training, processing of the extracted source, and Help Desk assistance, DC Government personnel perform all Pre-Test Scanning activities. - The DC Government will provide acknowledgment of the acceptance of all deliverables within five (5) working days of receipt. After five (5) working days, deliverables will be deemed accepted by the DC Government unless Titan is notified otherwise in writing. Acceptance criteria are limited solely to the DC Government's receipt of all deliverables specified in this Statement of Work. RESPONSIBILITIES TITAN RESPONSIBILITIES In addition to the assignment of responsibilities detailed in the Activities and Deliverables sections of this Statement of Work, Titan will: - Provide user documentation to accompany the training sessions and in support of the tools specified in the Activities section of the Statement of Work - 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 Titan pursuant to this Statement of Work DC GOVERNMENT RESPONSIBILITIES In addition to the assignment of responsibilities detailed in the Activities and Deliverables sections of this Statement of Work, DC Government will: - Perform all source extraction activities according to the Pre-Test Scanning Extraction Guide provided by Titan. - 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 the DC Government. - Perform all subsequent processing of the data provided by Titan, 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 Titan 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, Titan will, as part of this Year 2000 testing project, provide Pre-Test Scanning tools and onsite services to the DC Government for the identified source for a fixed price of (ACTUAL PRICE WILL DEPEND ON SCOPE): - FIXED PRICE FOR MVS OS/VS COBOL, VS COBOL II, PLI, MICROFOCUS COBOL, MVS NATURAL, EASYTRIEVE PLUS, AND FOCUS 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). - FIXED PRICE FOR ALL OTHER LANGUAGES (INCLUDING PC BASED APPLICATIONS) IS BASED ON A COST OF [...***...] PER LINE OF CODE. PRICE IS SUBJECT TO CHANGE BASED ON LINE OF CODE COUNT PER APPLICATION LANGUAGE. All out-of-scope work or variances to Titan's estimating assumptions that require additional work or result in project delays will be presented to the DC Government 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. Titan will commence this engagement upon the execution by the parties of the Agreement and this Statement of Work. 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. *CONFIDENTIAL TREATMENT REQUESTED 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. GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS COLUMBIA: CORPORATION: Signature Signature /s/ VIVEK KUMAR /s/ Peggy A Owens ------------------------------ ------------------------------ Name Name VIVEK KUMAR Peggy A. Owens ------------------------------ ------------------------------ Title Title CONTRACTING OFFICER Business Manager ------------------------------ ------------------------------ Date Date 7/22/99 17 June 1999 ------------------------------ ------------------------------ District of Columbia Titan Software Systems Office of Contracting and Corporation Procurement 600 Maryland Ave., S.W. 441 4th Street, NW Suite 450 Washington, DC 20001 Washington, DC 20004 EXHIBIT A-REPRESENTATIONS AND WARRANTIES EXHIBIT A TO STATEMENT OF WORK FOR PRE-TEST SCANNING 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, Titan represents and warrants that Titan will scan all data which the Client sends to Titan (which has been extracted in accordance with the Extraction Guide) and that Titan will provide an electronic report based on this source data. In the event of a breach of the foregoing warranty, Client's sole remedy shall be for Titan 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 Titan within 90 days of Client's receipt of the electronic report from Titan or said claim shall be waived. Client recognizes that it is responsible for all information supplied to Titan with respect to Client's Code. ACCORDINGLY, EXCEPT AS SET FORTH IN THE PRECEDING PARAGRAPH AND THE IMMEDIATELY FOLLOWING PARAGRAPH, TITAN EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES. Without limiting the foregoing, Client recognizes that Titan specifically does not warrant that, in performing these services, Titan 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 TITAN 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 TITAN DOES NOT WARRANT THAT THE TESTING OF CLIENT'S CODE WILL BE COMPLETE OR MEET ANY PARTICULAR SERVICE LEVEL OR QUALITY. Titan further represents and warrants that the software licensed to Client by Titan 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. Titan 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. Titan assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the software. In the event of a breach of the foregoing warranty with respect to licensed software, Titan will use commercially reasonable efforts to correct the defect. In the event that such defect is not corrected, Titan will replace the software at no charge or, at Titan's option, Titan will refund the purchase price for such software. This paragraph sets forth Client's sole and exclusive remedy, and Titan'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 Titan within 90 days of Client's receipt from Titan of the software at issue or said claim shall be waived. GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS COLUMBIA CORPORATION Signature Signature /s/ Vivek Kumail /s/ Peggy A Owns ------------------------------ ------------------------------ Name Name VIVEK KUMAIL Peggy A. Owns ------------------------------ ------------------------------ Title Title CONTRACTING OFFICER Business Manager ------------------------------ ------------------------------ Date Date 7/28/99 17 June 1999 ------------------------------ ------------------------------ District of Columbia Titan Software Systems Office of Contracting and Corporation Procurement 600 Maryland Ave., S.W. 441 4th Street, NW Suite 450 Washington, DC 20001 Washington, DC 20024 EXHIBIT B-SOFTWARE LICENSE EXHIBIT B TO STATEMENT OF WORK FOR PRE-TEST SCANNING LICENSE RIGHTS TO MESSAGE FILE VIEWER AND AVATAR 2000 By this Exhibit B, Titan 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 Titan 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")and Avatar 2000. Titan shall deliver to Client the source code for the MFV. Client shall ensure that use of the MFV and Avatar 2000 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 Avatar 2000) which does not include, and Client shall not allow access to the MFV and Avatar 2000 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 Titan in its discretion. Client acknowledges and agrees that Titan has no obligation under this Agreement to provide support or updates to the MFV and Avatar 2000. The MFV and Avatar 2000 shall constitute Private Information of Titan and shall be subject to the Confidentiality provisions 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. 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 Titan 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 TITAN WITH REGARD TO THE MFV. GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS COLUMBIA: CORPORATION Signature Signature /s/ Vivek Kumail /s/ Peggy A Owens ------------------------------ ------------------------------ Name Name VIVEK KUMAIL Peggy A. Owens ------------------------------ ------------------------------ Title Title CONTRACTING OFFICER Business Manager ------------------------------ ------------------------------ Date Date 7/28/99 17 June 1999 ------------------------------ ------------------------------ District of Columbia Titan Software Systems Office of Contracting and Corporation Procurement 600 Maryland Ave., S.W. 441 4th Street, NW Suite 450 Washington, DC 20001 Washington, D.C. 20024 TITAN PROPOSAL BP03-003 PRE-RENOVATION SCANNING STATEMENT OF WORK PRE-RENOVATION SCANNING FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA TITAN PROPOSAL BP03-003 PREPARED BY: TITAN SOFTWARE SYSTEMS CORPORATION 600 MARYLAND AVE., S.W., SUITE 450 WASHINGTON, DC 20024 STATEMENT OF WORK FOR PRE-RENOVATION SCANNING FOR TITAN SOFTWARE SYSTEMS CORPORATION This document and its attachments comprise Statement of Work for Pre-Renovation Scanning made as of the ___ day of ___________, 1999 by the Government of the District of Columbia ("DC Government" or "Client") and Titan Software Systems Corporation ("Titan"). Capitalized terms used but not defined in this Statement of Work shall have the meanings given to them in the Agreement. SCOPE OF WORK The DC Government will utilize Titan's Pre-Renovation Scanning offering to support its Year 2000 checking and testing efforts. Titan 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 the DC Government 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 Scannings are yet to be defined, for the purpose of this Statement of Work, actual schedules will vary depending on the language mix and size of the Pre-Renovation Scanning requested. ACTIVITIES PRE-RENOVATION SCANNING PREPARATION Two weeks before the DC Government's extraction of the Pre-Renovation Scanning source identified in the Scope of Work section, Titan will provide source extraction guidelines and assistance to the DC Government 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, the DC Government 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-Renovation Scanning Extraction Guide. The DC Government will send the extracted source to Titan for Pre-Renovation Scanning processing. PRE-RENOVATION SCANNING PROCESSING After receiving the extracted source, Titan will scan the source and produce the Message File. Within three (3) weeks of receiving the extracted source, Titan will return the Message File to the DC Government in electronic format. At the time the Message File is returned to the DC Government, Titan will provide one (1) person on-site for one business day to conduct the following training for up to 15 DC Government personnel: - Pre-Renovation Scanning Introduction - Message File Viewer (MFV) At the same time, Titan will deliver to the DC Government the following tools to be used in the Pre-Renovation Scanning process, which shall be licensed to the DC Government in accordance with the terms set forth in Exhibit B to this Statement of Work: - Message File Viewer (MFV) The DC Government will load the Message File into the Message File Viewer, and then can begin code walk-through using the messages as a guide. HELP DESK ASSISTANCE Titan will provide Help Desk assistance to the DC Government during the source extraction process and for 90 days from the DC Government'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 the DC Government under this Statement of Work are limited to the following:
SCHEDULE
C=TITAN A=DC GOVERNMENT ASSUMPTIONS Titan'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 Titan based its price. The assumptions enable Titan 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 Titan Project Impact Report (PIR) will be prepared to document the occurrence and to assess the impact to project targets (primarily cost and due date). - Titan's tools require that the DC Government'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 the DC Government's mainframe. - Mainframe/PC Upload/Download software. - PKZIP or WinZip that support spanned multiple diskettes. - The DC Government 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, the DC Government performs all Pre-Renovation Scanning activities. - The DC Government will provide acknowledgment of the acceptance of all doliverabics within fiye (5) working days of receipt. After five (5) working days, deliverables will be deemed accepted by the DC Giovernment unless Titan is notified otherwise in writing. Acceptance criteria are limited solcly to the DC Governincrit's receipt of all deliverables specified in this Statement of Work. RESPONSIBILITIES TITAN RESPONSIBILITIES In addition to the assignment of responsibilities detailed in the Activities and Deliverables sections of this Statement of Work, Titan will: - Provide user documentation to accompany the training sessions and in support of the tools specified in the Activities section of the Statement of Work - 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 Titan pursuant to this Statement of Work DC GOVERNMENT RESPONSIBILITIES In addition to the assignment of responsibilities detailed in the Activities and Deliverables sections of this Statement of Work, the DC Government will: - Perform all source extraction activities according to the Pre-Renovation Scanning Extraction Guide provided by Titan. - Identify and make available the appropriate personnel to assist in software installation, if required. - Identify and make available the appropriate personnel to attend Pre-KenovaTion Scanning training, which will be conducted when the message file and viewer are delivered to the DC Government. - Perform all subsequent processing of the Message File provided by Titan, 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 Titan has provided the items listcd 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, Titan will, as part of this Year 2000 testing project, provide Pre-Renovation Scanning tools, ARC serviccs, and onsite services to the DC Government for the identified source for a fixed price of (ACTUAL PRICE WILL DEPEND ON SCOPE). - FIXED PRICE IS HASED ON A COST OF [...***...] PER LINE OF CODE. PRICE IS SUBJECT TO CHAVE BASED ON LINE OF CODE COUNT (I.E., ADDIDONAL LINES OF CODE FOR RELATED COPYBOOKS). All out-of-seope work or variances to Titan's tstimating assumptions that require additional work or result in projcct delays will be presented to the DC Ciovernment 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. Titan will commence this engagement upon the execution by the parties of the Agreement and this Statement of Work. *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 agees 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 fcrth herein or in the Agreement. This Statement of Work may be executed in separate counterpaxts, 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. GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS COLUMBIA: CORPORATION: Signature Signature /s/ Vivek Kumar /s/ Peggy A Owens ------------------------------ ------------------------------ Name Name VIVEK KUMAR Peggy A. Owens ------------------------------ ------------------------------ Title Title CONTRACTING OFFICER Business Manager ------------------------------ ------------------------------ Date Date 7/28/99 22 June 1999 ------------------------------ ------------------------------ District of Columbia Titan Software Systems Office of Contracting and Corporation Procurement 600 Maryland Ave., S.W. 441 4th Street, NM Suite 450 Washington, DC 20001 Washington, DC 20024 EXHIBIT A--REPRESENTATIONS AND WARRANTIES EXHIBIT A TO STATEMENT OF WORK FOR PRE-RENOVATION SCANNING REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES PRE-RENOVATION SCANNING In connection with Year 2000 Pre-Renovation Scanning Services provided purstiant to the Statement of Work, Titan represents and warrants that Titan will scan all data which the Client sends to Titan (which has been extracted in accordance with the Extraction Guide) and that Titan 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 Titan 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 warrality must be made by written notice to Titan within 90 days of Client's receipt of the Electronic DataMap from Titan or said claim shall be waived. Client recognizes that it is responsible for all information supplied to Titan 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 IMMEDWEELY FOLLOWING PARAGRAPH AND IN ARTICLE 9 OF THE AGREEMENT, TITAN EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES. Without limiting the foregoing, Client recognizes that Titan specifically does not warrant that, in performing these services, Titan 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 TITAN 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 TITAN DOES NOT WARRANT THAT THE TESTING OF CLIENT'S CODE WILL BE COMPLETE OR MEET ANY PARTICULAR SERVICE LEVEL OR QUALITY. Titan finther represents and warrants that the software licensed to Client by Titan 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. Titan is not responsible for obsolescence of the software provided hereunder that may rcsult from changes in Client's requirements. The foregoing warranty shall apply only to the most current version of the software at issue. Titan assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the software. In the event of a breach of the foregoing warranty with respect to licensed software, Titan will use commercially reasonable effoiTs to correct the defect. In the event that such defect is not corrected, Titan will replace the software at no charge or, at Titan's option, Titan will refund the purchase price ror such software. This paragraph sets forth Client's sole and exclusive remedy, and Titan'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 Titan within 90 days of Client's receipt from Titan of the software at issue or said claim shall be waived. GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS COLUMBIA: CORPORATION: Signature Signature /s/ Vivek Kumar /s/ Peggy A. Owens ------------------------------ ------------------------------- Name Name VIVEK KUMAR Peggy A. Owens ------------------------------ ------------------------------- Title Title Contracting Officer Business Manager ------------------------------ ------------------------------- Date Date 7/28/99 22 June 1999 ------------------------------ ------------------------------- District of Columbia Titan Software Systems Office of Contracting and Corporation Procurement 600 Maryland Ave., S.W. 441 4th Street, NM Suite 450 Washington, DC 20001 Washington, DC 20024 EXHIBIT B-SOFTWARE LICENSE EXHIBIT B TO STATEMENT OF WORK FOR PRE-RENOVATION SCANNING LICENSE RIGHTS TO MESSAGE FILE VIEWER By this Exhibit B, Titan 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 Titan as a result of processing Client Code pursuant to this Statement of Work and the Agreement, the computor software known as message File Viewer (the "MFV"). Titan 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 scrvices 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 Titan in its discretion. Client acknowledges and agrees that Titan has no obligation under this Agreement to proyide support or updates to the MFV. The MFV shall constitute Private Inforinatioa of Titan and shall be subject to the provisions of Article 8 (CONFIDENTIALIRY) 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. 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 Titan 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 TITAN WITH REGARD TO THE MFV. GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS COLUMBIA: CORPORATION: Signature Signature /s/ Vivek Kumar /s/ Peggy A. Owens ------------------------------ ------------------------------- Name Name VIVEK KUMAR Peggy A. Owens ------------------------------ ------------------------------- Title Title Contracting Officer Business Manager ------------------------------ ------------------------------- Date Date 7/28/99 22 June 1999 ------------------------------ ------------------------------- District of Columbia Titan Software Systems Office of Contracting and Corporation Procurement 600 Maryland Ave., S.W. 441 4th Street, NM Suite 450 Washington, DC 20001 Washington, DC 20024 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. - The DC Government is responsible for segregating, extracting, and shipping to Titan 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. - 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 prograrns (separate libraries for each language) 4. Copybooks (including screen MAPs, DCLGENs, etc.) 5. JCL TITAN PROPOSAL BP03-004 CLEAN MANAGEMENT STATEMENT OF WORK CLEAN MANAGEMENT FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA TITAN PROPOSAL BP03-004 PREPARED BY: TITAN SOFTWARE SYSTEMS CORPORATION 600 MARYLAND AVE., S.W., SUITE 450 WASHINGTON, DC 20024 STATEMENT OF WORK FOR TITAN SOFTWARE SYSTEMS CORPORATION This document and its attachments comprise Statement of Work PO Clean Management made as of the____ day of ____, 1999 by the Government of the District of Columbia ("DC Government" or "Client) and Titan Software Systems Corporation ("Titan"). 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 perform Clean Management activities for the DC Government for the period May 15, 1999 through December 31, 1999. Titan will also provide Set-Up activities for the DC Government as the first step in preparing the DC Government for Clean Management. Titan will provide training and facilitated sessions to determine the scope and process for Clean Management or the DC Government. Specifically, the Setup Activities will determine the Clean Management environment and procedures for the DC Government, as well as the base inventory covered under the Clean Management process. Titan will perform Clean Management using Titan's 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 the DC Government to display the code analysis messages in-stream with the source code, Titan will ensure that the DC Goverriment has the most recent version of the Message File Viewer for all Clean Management cycles. ACTIVITIES Titan will perform the Clean Management setup and interval processing activities dufmcd below. CLEAN MANAGEMENT SET-UP During the Clean Management Setup Phase Titan will perform the activities defined below. TRAINING Titan will provide training on the Clean Management process including the following topics: - Renovation Standards - Extraction processes - Principles of Clean Management INVENTORY DEFINITION Working with the DC Government, Titan 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 Titan will conduct a series of facilitated strategy sessions with the DC Government 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 for the DC Government - Review current maintenance and development activities - Review production implementation procedures ESTABLISH THE CLEAN MANAGEMENT ENVIRONMENT Titan will deflne initial procedures based on the information providcd in the facilitated strategy sessions. Thesc procedures will be the basis for the Cleaii Management environment for the DC Government. REPORT PREPARATION AND PRESENTATION Titan will prepare and present a formal Strategy and Findings report defining the Clean Management process for the DC Government. The report will include the following: - Inventory to be included in the Clean Management process - Timing for Clean Management activities for the DC Government - Tool requirements - Overall process for the DC Government including assumptions and scope - Responsibilities for the DC Government and Titan CLEAN MANAGEMENT INTERVAL PROCESSING For each interval of Clean Management processing as defined in the Set Up Findings Report, Titan will perform the following tasks: - Identify the programs changed since the last Clean Management review - Extract the changed programs - 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, Titan will scan the source and produce the Message Files and Executive Summary report. Within one (1) week of receiving the extracted source, Titan will return the Message Files, and to the DC Government 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), Titan 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 Titan will provide Help Desk assistance to the DC Government during the period when Titan 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 PM Eastern Time. DELIVERABLES The deliverables to be created and made available to the DC Government under this Statement of Work are limited to the following:
SCHEDULE**
* For less than 500 programs, the processing time is 1 week. For greater than 500 programs the processing time is 2 weeks. C = TITAN J =JOINT EFFORT ASSUMPTIONS Titan's fixed price and schedule are based on the scope of work, assignment of responsibilitics, deliverables and assumptions presented in this Statement of Work. It is important to understand the assumptions upon which Titan based its price. The assumptions enable Titan to communicate the basis of its approach, work estimate, and delivery schedule. They providc 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 murual expectations of The project's cost, schedule and/or deliverables. If any of these do change, a Titan 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: - The DC Government 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 frorn this offering. RESPONSIBILITIES TITAN RESPONSIBILITIES Titan's responsibilities are documented in the assignment of responsibilities detailed in the Activities and Deliverables sections of this Statement of Work. DC GOVERNMENT RESPONSIBILITIES In addition to the assignment of responsibilities detailed in the Activities and Deliverables sections of this Statement of Work, the DC Government will: - Appoint a full-time Project Manager - Provide all necessaCy system support stdff - 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 Titan team member while on-site - 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 Titan 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, Titan 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 ouE-of-scope work or variances to Titan's estimating assumptions, that require additional work or result in project delays will be presented to the DC Government in the form of a Project Impact Report for approval or acknowledgment. In addition, the DC Government will pay travel and living expenses for Titan on-site project team inernbcrs during the life of the project. These expenses will be billed at cost and invoiced bi-weekly throughout the term of the engagement. Titan will make every effba to minimize these expenses. Titan will adhere to the corporate policies of the DC Government 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 cxpressly disclaims any reliance upon, any representation or qtatement not set forth herein or in the Agreement. This Statement of Work may be exccutcd in separatc 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. GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS COLUMBIA: CORPORATION: Signature Signature /s/ Vivek Kumar /s/ Peggy A. Owens ------------------------------ ------------------------------- Name Name VIVEK KUMAR Peggy A. Owens ------------------------------ ------------------------------- Title Title CONTRACTING OFFICER Business Manager ------------------------------ ------------------------------- Date Date 7/28/99 22 June 1999 ------------------------------ ------------------------------- District of Columbia Titan Software Systems Office of Contracting and Corporation Procurement 600 Maryland Ave., S.W. 441 4th Street, NW Suite 450 Washington, DC 20001 Washington, DC 20024 EXHIBIT A - REPRESENTATIONS AND WARRANTIES *CONFIDENTIAL TREATMENT REQUESTED EXHIBIT A TO STATEMENT OF WORK FOR CLEAN MANAGEMENT REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES In connection with Year 2000 Clean Management Services, Titan 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 Titan 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 Titan 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 Titan within 30 days of the performance of the services in respect of which the claim is made or said claim shall be waived. The Titan resources providing services under the Statement of Work will work alongside Client's personnel and/or, at Clicnt's direction, third party personnel. THE SERVICES PROVIDED HEREUNDER ARE DEPENDENT UPON THE INFORMATION SUPPLIED BY CLIENT TO TITAN WITH REGARD TO CLIENT'S YEAR 2000 PROJECT PRACTICES. IN LIGHT OF THIS, TITAN PROVIDES THE WARRANTY SET FORTH ABOVE. WITHOUT LIMITING THE FOREGOING, CLIENT RECOGNIXES THAT TITAN 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 TITAN 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 TITAN DOES NOT WARRANT THAT THE CLEAN MANAGEMENT SET-UP WILL BE A COMPLETE SET-UP. GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS COLUMBIA: CORPORATION: Signature Signature /s/ Vivek Kumar /s/ Peggy A. Owens ------------------------------ ------------------------------- Name Name VIVEK KUMAR Peggy A. Owens ------------------------------ ------------------------------- Title Title CONTRACTING OFFICER Business Manager ------------------------------ ------------------------------- Date Date 7/28/99 22 June 1999 ------------------------------ ------------------------------- District of Columbia Titan Software Systems Office of Contracting and Corporation Procurement 600 Maryland Ave., S.W. 441 4th Street, NW Suite 450 Washington, DC 20001 Washington, DC 20024 TITAN PROPOSAL BP03-005 RENOVATION ONLY STATEMENT OF WORK RENOVATION ONLY FOR THE GOVERNMENT OF THE DISTRICT OF COLUMBIA TITAN PROPOSAL BP03-005 PREPARED BY: TITAN SOFTWARE SYSTEMS CORPORATION 600 MARYLAND AVE., S.W., SUITE 450 WASHINGTON, DC 20024 STATEMENT OF WORK FOR YEAR 2000 RENOVATION ONLY FOR TITAN SOFTWARE SYSTEMS CORPORATION This document and its attachments comprise Statement of Work for Year 2000 Renovation only made as of the day of , 1999 by the Government of the District of Columbia ("DC Government" or "Client") and Titan Software Systems Corporation ("Titan"). Capitalized terms used but not defined in this Statement of Work shall have the meanings given to them in the Agreement. SCOPE OF WORK The DC Government wili utilize Titan'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, actual schedules will vary depending on the language mix and size of the Renovation Only inventory. ACTIVITIES The DC Government renovation only project consists of two phases - Specification and Renovation. SPECIFICATION PHASE Titan will conduct as many as three (3) meetings during the course of the Specification Phase. The focus of each meeting is outlined below. The first meeting is a Pre-Kickoff meeting, which is held to ensure that the DC Government understands the extraction process that will be scheduled to occur later that week. It is also an introduction to the second meeting, the Specification Workshop. The Workshop attendees are expected to be the Technical Application Owners responsible for the systems to be renovated. The final pre-scheduled meeting is the Kickoff Meeting, during which the Renovation Specification becomes the project team's primary focus. The planned meetings are: - Pre-Kickoff Meeting (The week before the project starts) - RencovateProcess Overview - Roles and Responsibilities - Project Schedule - Extraction Specification - Inventory Resolution - Extraction Guidelines - Specification Workshop (First week of the project) - Renovation Specification - Technical Approach - Complexity Analysis - DataMap Review Process - Renovation Results - Code Change Results - Renovation Rules - Kickoff Meeting (beginning of the first week) - Review Renovation Specification Progress - Resolve Missing Inventory - Confirm Schedule for Complexity Analysis - Review/Update Schedule Titan will stage and extract the Renovation Inventory with the DC Government's assistance to identify the inventory according to the Schedule section of this Statement of Work. To assist the DC Government in this effort, Titan will provide Extraction Guidelines, summarized in Appendix I of this Statement of Work, to clarify the expected format and steps involved in the extraction process during the Pre-Kickoff meeting. This approach will maximize the ability of the DC Government to ensure that the Renovation Inventory sent to Titan is correct (matches production) and complete (no missing inventory). During the Specification Workshop, Titan will provide a sample complexities list. The DC Government will determine which of these complexities exist, and where, in their Renovation Inventory. The DC Government will select an implementation strategy for each complexity from options provided by Titan. Titan will review the selected options for feasibility, compatibility, and efficiency. Titan will identify any missing inventory, (Week 2). During Kickoff Week (Week 1), Titan's on-site Renovation Specialist will assist the DC Government in resolving any inventory identified by Titan as missing and support the development of the Renovation Specification. Titan must receive the missing inventory very early (by Tuesday) in week two (2). Titan 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, Titan: - 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 the DC Government Application Specialist review, customization, and specification signoff Titan will send the unconfirmed DataMaps to the DC Government for confirmation and augmentation of Titan's 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 Titan's toolset, repository and technical analysis. The DC Government will review and confirm the DataMap provided by Titan. The review and confirmation of this information allow the DC Government 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 the DC Government and Titan will create together. The Renovation Specification is a unique Titan feature that allows the DC Govemment 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 DC Government code renovation activities. RENOVATION PHASE Titan will use its automated technology to renovate the DC Government'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 At the beginning of the second week of Renovation, the DC Government may have to send an application-knowledgeable technical representative to Titan 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 DC Government representative may review other elements of the renovation to gain an understanding of the Renovation process and how that will influence the results the DC Government will receive at the conclusion of the Renovation activities. The review is expected to last up to five (5) days. At the DC Government's option, the DC Government representative may remain at Titan and participate in the actual code renovation. Titan will conduct a formal Code Turnover meeting with the DC Government 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, the DC Government will formally receive the renovated source code. After the Code Turnover meeting, Titan will deliver and assist in the installation of its Year 2000 called subroutines specifically invoked by the renovated code. Titan will grant to the DC Government a non-exclusive, royalty-free license to use any called software routines. These routines are provided solely for The DC Government's (in its capacity as a contractor to the District of Columbia) use and internal benefit in connection with code that Titan has renovated. These routines will be delivered in source code format. WARRANTY SUPPORT During Warranty Support, Titan will be responsible for correcting code that the DC Government identifies as not complying with the Renovation Specification and that the DC Government has not changed without Titan's consent. Warranty Support will be available at no charge for 90 days following delivery of the renovated inventory. Titan will provide telephone support for calls from the designated DC Government liaison during the Warranty Support period. Titan will provide on-site support during this period to correct issues that cannot be resolved via telephone support. The DC Govemment will reimburse Titan 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 the DC Government subscribes to the optional dial-in access service, the DC Government can submit problem reports electronically at any time (system maintenance periods excepted). DELIVERABLES
C = Titan J = Joint Effort T = DC Government ASSUMPTIONS Titan'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 Titan based its price. The assumptions enable Titan 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 Titan 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 Inveniory will not change after it is initially extracted and sent to Titan, 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 Titan to be missing from the program logic that result in delays will be charged to the DC Government as Project Impacts. - Renovation will be limited to date fields and date-related fields. - The renovation of the DC Government's Renovation Inventory is based on the confirmed Renovation Specification. - The DC Government will include whole applications, rather than selected pieces, in the Renovation Inventory to allow the Titan toolset to detect hidden dates and resolve usage. - The DC Government will have one correction cycle to resolve missing inventory according to the Schedule section of this Statement of Work. Titan will handle additional correction cycles as Project Impacts. - The DC Government will complete the confirmation of DataMaps within five (5) days of DataMap receipt. - The DC Government 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 the DC Government unless Titan is notified otherwise in writing. - Resolution 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. RESPONSIBILITIES TITAN RESPONSIBILITIES Titan's responsibilities are documented in the assignment of responsibilities detailed in the Activities and Deliverables sections of this Statement of Work. DC GOVERNMENT RESPONSIBILITIES In addition to the assignment of responsibilities detailed in the Activities and Deliverables sections of this Statement of Work, the DC Government 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 Titan 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 Titan - Submit the initial Renovation Inventory, in a single shipment, to Titan 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 Titan 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, Titan will renovate the DC Government 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. Titan has already started the activities associated with this SOW, and will continue according to the Workplan. 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, Titan and Client, acting through their Authorized Representatives, have signed and delivered this Statement of Work on the dates specified below. GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS COLUMBIA: CORPORATION: Signature Signature /s/ Vivek Kuman /s/ Peggy A. Owens ------------------------------ ------------------------------- Name Name Vivek Kuman Peggy A. Owens ------------------------------ ------------------------------- Title Title Contracting Officer Business Manager ------------------------------ ------------------------------- Date Date 7/28/99 22 June 1999 ------------------------------ ------------------------------- District of Columbia Titan Software Systems Office of Contracting and Corporation Procurement 600 Maryland Ave., S.W. 441 4th Street, NW Suite 450 Washington, DC 20001 Washington, DC 20024 *CONFIDENTIAL TREATMENT REQUESTED EXHIBIT A EXHIBIT A TO STATEMENT OF WORK REPRESENTATIONS AND WARRANTIES RELATING TO YEAR 2000 SERVICES RENOVATION ONLY SERVICES [MONEY BACK GUARANTEE] Titan represents and warrants to Client that any source code change made by Titan 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 Titan shall correct the change so as to bring it into compliance with that warranty or, at Client's option, Titan 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 Titan all copies of, all of the Code that Titan 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 Titan within 90 days of Client's receipt of the renovated Code from Titan or said claim shall be waived. The services provided hereunder are dependent upon the information supplied by Client to Titan 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 Titan renovates or in Code that interacts with that Code, Titan 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 Titan has notified Client that Code renovated by Titan 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 Titan; 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 TITAN, 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. GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS COLUMBIA: CORPORATION: Signature Signature /s/ Peggy A. Owens ------------------------------ ------------------------------- Name Name Peggy A. Owens ------------------------------ ------------------------------- Title Title Business Manager ------------------------------ ------------------------------- Date Date 22 June 1999 ------------------------------ ------------------------------- District of Columbia Titan Software Systems Office of Contracting and Corporation Procurement 600 Maryland Ave., S.W. 441 4th Street, NW Suite 450 Washington, DC 20001 Washington, DC 20024 EXHIBIT B EXHIBIT B TO STATEMENT OF WORK LICENSE RIGHTS TO CGADATE/CGACVT AND UDM By this Exhibit B to the Statement of Work for Year 2000 Renovation only services, Titan hereby grants to Client a non-exclusive, royalty-free license to use for its own internal benefit in connection with the Code renovated by Titan 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"). Titan 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 Titan in its discretion. Client acknowledges and agrees that Titan 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 Titan 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 Titan's 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 TITAN 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. GOVERNMENT OF THE DISTRICT OF TITAN SOFTWARE SYSTEMS COLUMBIA: CORPORATION: Signature Signature /s/ Vivek Kumian /s/ Peggy A. Owens ------------------------------ ------------------------------- Name Name Vivek Kuman Peggy A. Owens ------------------------------ ------------------------------- Title Title Contracting Officer Business Manager ------------------------------ ------------------------------- Date Date 7/28/99 22 June 1999 ------------------------------ ------------------------------- District of Columbia Titan Software Systems Office of Contracting and Corporation Procurement 600 Maryland Ave., S.W. 441 4th Street, NW Suite 450 Washington, DC 20001 Washington, DC 20024 APPENDIX 1: SOURCE EXTRACTION GUIDELINES - All source code should be compiled and linked in a staging environment prior to renovation extraction. - The DC Government is responsible for segregating, extracting, and shipping to Titan 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.) APPENDIX 2: RENOVATION STANDARDS The Titan 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, Titan 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 "Y200OC" 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 = 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 PTC XX. 05 DATE14-MM PIC XX. 05 DATE14-DD Pic XX. will become:
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 A MOVE between a suppressed and expanded (or vice versa) field will generate a call to a 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-EXF1 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-STOPAGE 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 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-ADAY-d xxx ACCEPT FROM DATE CALL CGADATE USINC 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. 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:
APPENDIX 4: KEY TERMS AND PHRASES ARC - 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 the DC Government 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 the DC Government 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 highlight's 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 Titan 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 (Univergal Data Migrator) - A tool used to advance dates for testing, bridge files in production, audit date field formats. ARCDRIVE - A 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 APPENDIX 5: OPTIONAL SERVICES The DC Government 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 Titan 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. 1. 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 2. Testing Methodology Package - Testing Methodology Process - Testing Process Training - Validate Phase Training - Baseline Training - Outline 20XX Acceptance Process - Testing Environment Set-up Training 3. 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 4. 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 - Orient Project Team to Year 2000 Project Processes 5. Resynchronization Package - Perform Configuration Management including Resynchronization 1. Full Service Package - Includes all above services, plus provide POST-TESTING Warranty (beyond renovation receipt) [LOGO] October 7, 1999 Office of the Chief Technology Officer Room 930S 441 4th Street, NW Washington, DC 20001 Attention: Vivek Kumar Contracting Officer Subject: AMENDMENT NO. 1 TO STATEMENT OF WORK BP03-002 PIN NO. TOOC9122720 ASSESSMENT, REMEDIATION OF Y2K APPLICATION Dear Mr. Kumar: Titan Corporation ("Titan") and District of Columbia Government ("DC Government") enter into this Anendment No. 1 ("Amendment") effective as of the 8th day of October 1999. WHEREAS, Titan and the DC Government entered into a certain document entitled "Purchase Notification No. P/N No. TCOOC9122720" dated as of 10 February 1999 (the "Agreement"), WHEREAS, Titan and the DC Government entered into, among other Statements of Work, Statement of Work BP03-002 for Pre-test Scan Smart Walk-Through dated 28 July 1999 ("SOW BP03-002"), WHEREAS, Titan and the DC Government desire to amend the SOW BP03-002 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 BP03-002 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 BP03-002, 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." *CONFIDENTIAL TREATMENT REQUESTED 2. All terms and conditions of the Agreement and SOW BPO3-002 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. 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, TITAN SOFTWARE SYSTEMS CORPORATION By: /s/ Peggy A. Owens ----------------------------- Peggy A. Owens Business Manager Agreed and Accepted: OFFICE OF THE CHIEF TECHNOLOGY OFFICER By: /s/ Vivek Kumar --------------------------------- Vivek Kumar, Contracting Officer By: /s/ Suzanne Peck ---------------------------------- Suzanne Peck, Chief Technology Officer EXHIBIT A TO STATEMENT OF WORK BP03-002 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, Titan Software Systems Corporation ("Titan") represents and warrants that Titan will scan all data which the District of Columbia Government ("Client") sends to Titan (which has been extracted in accordance with the Extraction Guide) and that Titan 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 Titan to perform again the services in respect of which the foregoing bas 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 Titan within 90 days of Client's receipt of the Smart Analysis Report from Titan or said claim shall be waived. CLIENT RECOGNIZES THAT THE SERVICES PROVIDED HEREUNDER ARE DEPENDENT UPON THE INFORMATION SUPPLIED BY CLIENT TO TITAN WITH REGARD TO CLIENT'S CODE. IN LIGHT OF THIS, TITAN PROVIDES THE WARRANTY SET FORTH ABOVE. WITHOUT LIMITING THE FOREGOING, CLIENT RECOGNIZES THAT TITAN SPECIFICALLY DOES NOT WARRANT THAT, IN PERFORMING THESE SERVICES, TITAN 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 TITAN 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 TITAN DOES NOT WARRANT THAT THE VALIDATION OF CLIENT'S CODE WILL BE COMPLETE OR MEET ANY PARTICULAR SERVICES LEVEL OR QUALITY. EXCEPT AS SET FORTH IN THE PRECEDING PARAGRAPHS IN THIS EXHIBIT A AND IN SECTION 3.2 OF THE AGREEMENT, TITAN EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES. TITAN SOFTWARE SYSTEMS OFFICE OF THE CHIEF TECHNOLOGY CORPORATION OFFICER GOVERNMENT OF THE DISTRICT OF COLUMBIA By: /s/ Peggy A. Owens By: /s/ Vivek Kumar - ------------------------------- ------------------------------ Name: Peggy A. Owens Name: Vivek Kumar Title: Business Manager Title: Contracting Officer Date: 7 October 99 Date: 10/12/99
