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HomeMy WebLinkAbout94-266 .r Resolution No. 94-266 RESOLUTION ACCEPTING THE PROPOSAL OF PRECISION SYSTEMS CONCEPTS, INC . FOR COMPUTER PROGRAMMING SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard B. Helwig, City Manager, be and is hereby authorized and directed to accept p the proposal on Systems Concepts, of Elgin of Precision S behalf of the City g Y Inc. for computer programming services, a copy of which is part hereof attached hereto and made a by reference. s/ George VanDeVoorde George VanDeVoorde, Mayor Presented: September 28, 1994 Adopted: September 28, 1994 Omnibus Vote: Yeas 6 Nays 0 Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk Proposal for Consultative Assistance Prepared for: City Of Elgin 150 Dexter Ct. Elgin, IL 60120 Prepared by: Precision Systems Concepts, Inc. (PSC) 3426 North Old Arlington Heights Road Arlington Heights, IL 60004 • MANAGEMENT PRECISION SYSTEMS CONCEPTS, INC. /`� 3426 North Old Arlington Heights Road, Arlington Heights, Illinois 60004 Phone 708/670-0940 Fax 708/670-0950 F 4 PSC � o s 5 August 1, 1994 Denise Cox City Of Elgin 150 Dexter Ct. Elgin, IL 60120 Dear Denise: We at Precision Systems Concepts, Inc. (PSC)thank you for the opportunity you have given us to earn the right to serve you. We are pleased to submit to you thi§ proposal for consultative assistance. After discussing your situation with you at length, it is our understanding specified projects are not fully recognized and, at this point, overall assistance in a variety of areas would be most beneficial. Therefore, PSC proposes to provide consultative assistance for the AS/400 and, should the need arise in the future, various PC related functions. This assistance will enable the City of Elgin's staff to concentrate on more pressing issues. I have prepared this document based on information obtained from our prior discussions. It confirms our understanding of your present status with regard to Information Systems and provides an estimate of the investment required to achieve the goals you have identified. If you have any questions or concerns with regards to this proposal, please contact me at my office. Sincerely, J P Julie A. Pleban Account Executive TABLE OF CONTENTS Mission Statement 4 The Story of Precision Systems Concepts, Inc. 5 Overview 6 Project Scope 6 Relevant Experience and Qualifications 6 Staffing 7 Terms 8 Acceptance 8 Letters of Reference Attached Summary Resumes Attached The Corporate Mission of PSC: To Provide Computer Solutions, for Today and the Future. For our Clients: We pledge to offer solutions. We help our clients achieve their business goals, providing innovative solutions in a constantly changing business environment. We place client needs at the forefront of every decision and recommendation. This means taking the time to truly understand our clients, identifying the solution that best addresses their needs, and offering the most qualified technical staff available. We judge our success by the satisfaction of our clients. With our Employees: We pledge to offer opportunity. We recognize that increasing our market share and the range of services we offer rests on the ability of our staff to address new technology and increasing responsibility. We provide educational and personalgrowth opportunities aimed at developing the skills needed to succeed. We pp p g provide a supportive work atmosphere, and we listen to the advice and concerns of all of our staff members. We judge the success of our team by the success of its members. In the Business Community: We pledge to offer integrity. We are objective providers of solutions. We offer consultation, advice, and solutions integrating the most effective technology to achieve the specific goal. We base our recommendations upon ongoing research, analysis, and common sense. We introduce new concepts and technology to the community, and we serve as a source of information and education for information systems professionals. We judge our success by our reputation in the business community. 4 The Story of Precision Systems Concepts, Inc. Some years ago, the Principals of PSC started building an organization that placed clients as the main focus of the business. It began as two people and a commitment. When the business was founded, they had no clients, and no employees, but they had the belief that businesses appreciate quality and competence above all else. They believed then, as they do now, that offering quick service and reasonable rates was not enough. What made PSC refreshingly different is that overriding commitment to quality in our staffing resources. PSC began as an IBM midrange consultancy practice, offering programming and analytical support for a wide variety of potential clients. As business grew, PSC began to attract the finest programmer/analysts and systems analysts found anywhere. Word spread, and soon PSC was asked by its growing client base to apply its principles of quality to other platforms and technologies. PSC responded, seeking out staff members whose talents lay in networking and interconnectivity, barcoding and data acquisition, and optical scanning and character recognition. In time, PSC earned the praise of our clients in all these areas. Today, PSC is a firm of some 30 people, still dedicated to that belief that clients come first. To serve the client, you must be the best. That doesn't mean simply experience, although our technical staff averages over 8 years of it. It doesn't mean fancy brochures, or a large sales force, or posh offices. It means offering Quality. Quality is really a process - the process of attracting and maintaining the most talented, the most technically expert, and the most personally approachable consulting staff in the marketplace. Quality is the process of keeping our staff up to date on new technology. It is the process of offering objective advice, caring about the client's needs, and working together to reach their business goals. Our clients understand that our commitment leads to their total satisfaction. And, after all, isn't that what you want from a partner? 5 OVERVIEW For several months, the City of Elgin has been operating without an official MIS Director. The City had successfully handled the day to day activities, but, because of the unofficial status of the MIS supervisor, all special projects had been put on hold until the official person was announced. Currently, a new MIS Supervisor is now in place and the City of Elgin is ready to embark on the outstanding projects. Because of the heavy back log, the MIS Supervisor has decided, especially because an important staff member has recently resigned, to utilize outside resources. PROJECT SCOPE The City of Elgin is currently operating an AS/400 B60 with HTE software. The City's MIS Department is responsible for supporting the administration offices, the Police Department, and the Fire Department. All questions are directed to the MIS staff At this point in time, consultative assistance for the AS/400 issues is requested for approximately six weeks. The main objective of the assistance is not just basic programming issues. The utilization of the technical expertise of the consultant to not only solve emergency issues, but to propose alternative solutions, enabling proactive responses, and ensuring fewer emergency issues in the future, is the ultimate goal. The only way to achieve this ultimate goal is to employ a consulting firm with experience in handling these issues especially in municipalities, not just a contract programmer. The use of a consulting firm will also enable the city to use the same resource for the other issues the city will be facing in the future, such as the further development of a municipality wide LAN, connectivity issues with the AS/400, and the training of the end users. RELEVANT EXPERIENCE AND QUALIFICATIONS Firm Qualifications and Experience: Our experience in the area of consultative experience has confirmed that the level of technical expertise brought to bear on these sorts of situations has a direct relationship to their successful completion for the client. PSC has performed consultative assistance in a variety of forms for the business, governmental bodies, and organizations listed below. Village of Elk Grove Village Evaluated the data processing operations of the Village in the form of a Data Processing Audit, regarding the current state of data processing policies,procedures, and practices and future recommendations. Contact: Diane Gillian, 708-439-3900 6 Village of Bensenville Provided Facilities Management services and on-site support services. Analyzed and determined configuration for Metropolitan Area Network. Contact: Tom Truty, 708-766-8200 Waukegan Public Schools Completed a full business study followed by preparation of an RFP and assistance with selection. Contact: George Kurtz, 708-336-3100 Ducks Unlimited DP Audit, inconjunction with overall DP strategy and management consulting. Contact: Jim Ware, 901-758-3825 PSC believes that we are best qualified to perform this work, not only for the specific experiences stated above, but for the reasons and situations mentioned previously in our outline of the company's development, which are recapitulated here. 1. Experience Level of our technical staff. Our people average over eight years of hands- on, working midrange experience. Of those persons we agree to interview, only one in thirty-eight meets our qualifications for midrange consulting expertise. 2. Commitment to Quality in each aspect of our operations. Each person at PSC is trained, encouraged, and expected to take responsibility for the performance of his or her portion of the work to standards that exceed our clients' requirements, not merely meet them. This applies not only to our technical, programming, and analytical staff, but to every person at PSC. 3. Philosophy of Client Satisfaction. Our clients must be fully satisfied while we are working with them, when the job is finished, and after we have left. PSC will not leave your project until you are satisfied from your perspective as the user of our work's results. More importantly, we will not leave a project until we are satisfied it has been done right from our perspective as experts in the midrange field. STAFFING PSC's staff is made up of the most qualified and talented in the industry, working together to provide the best solution for your business needs. They know how to work with the objectives and priorities you set for the solution, and possess the technical and interpersonal skills to turn those requirements into successful projects. 7 For this project, we will make use of one of programmer analysts staff members available for the consultative assistance. Attached are several summary resumes, which demonstrate type of individual the City can expect from PSC. Also included are summary resumes of other skill sets enabling the City of Elgin to utilize the same resource for other information systems requirements. TERMS PSC has provided for you a complete statement of Terms and Conditions attached to this document. It is designed to clearly and precisely describe what you and PSC may expect from one another. We believe, as we are sure you do, that questions should be answered and expectations confirmed before our services commence. As agreed upon, PSC will be providing consultative assistance on a time and materials basis. PSC bills our clients weekly for all hours worked that week relating to the project. Our billing rates are as follows: Programmer Analyst $ 70 per hour Certified Novell Network Engineer: $110 per hour Remittance on invoices is due 10 days from receipt, ACCEPTANCE On behalf of the City of Elgin, I accept the terms of this proposal, and direct Precision Systems Concepts, Inc. (PSC) to begin work. (Signature) cr 'G- (Title) c1 130 f q•� (Date) 8 aiQ� Sh00L� Wauhe an ub 9 Community Unit School District No. 60, Lake County, Illinois to c2c,i ALAN S.DROWN• w Superintendent 11,04, GEORGE R.KURTZ,Ph.D. Doputy Superintendent • LINCOLN CENTER • FOR EDUCATIONAL SERVICES 1201 NORTH SHERIDAN ROAD WAUKEGAN, ILLINOIS 60085 • 708-336-3100 ' May 1 3) 1993 FAX 708.360-5668 Mr. Bruce Bellak Precision Systems Concepts, Inc. • 3426 North Old Arlington Heights Road Arlington Heights, Illinois 60004 • Dear Bruce, At this time, I wish to thank you for the professional manner in . which you assisted us in our search for new software programs . Your development of the request for proposals and the manner in which you developed the RFP was excellent . Please feel free to use my name as a reference for the future if it is of value . ' Based upon the round table discussion of May 10, 1993, it is our intent to go with the CIMS program. Our reason for this selection is their familiarity with schools and their wide-spread usage in the State and specifically in Lake County. The other system seemed to be much clearer and cleaner, but I • think that none of us want to be a guinea pig for a new software system. . • Again, I thank you for you assistance.. Kindest personal regards . ' Sincerely, , • • George R. urtz, Ph.D. • .. . Deputy Superintendent.: • . . • •• • • • • GRK:brk • ' THE BENEFIT SERVICES GROUP 1655 N.Arlington Heights Rd. Suite 306W Arlington Heights, IL 60004-3900 Tel: (708) 255-0778 Fax:(708) 255-5293 September 28, 1993 Mr. Andrew Lauter, President Precision Systems Concepts, Inc. 3426 N. Old Arlington Heights Road Arlington Heights, IL 60004 Dear Mr. Lauter: We recently had the opportunity to use the professional services of Precision Systems Concepts, Inc. I wanted to let you know we were totally satisfied with the services and were very impressed with the caliber of individuals representing your firm. We had the misfortune, of losing two individuals in our organiza- tion who handled all PC and network related work. We are a retirement plan administrative firm, and all our services our based on PC and network resident software. Mark Mann of your firm was assigned a job of coming in and secur- ing the network and providing maintenance, which was long over- due. The next step was to document all of the hardware for the network and each workstation. This is an item we had on a "to- do" list for about 18 months. The next step was to document all of the software residing in each workstation. Again, a project that had been on a "to-do" list for a long time. With the help of Brian Hershenhouse and Mark Mann, we very quickly put together a program for training a replacement and setting up an ongoing program for network maintenance. Arrange- ments were made for a meeting with Robert Giddens of your firm and a representative of our licensed pension administrative software firm. In the past, we have had some difficulty in determining if system failures were related to a network problem or a proprietary software problem. A number of potential prob- lems were identified and arrangements were made to reorganize the manner in which we maintained information on the server, which included the installation of a new menuing system. When it comes to computers, I am a generalist. I have always depended on technical people to develop the best systems and procedures for our organization. I wish I would have been aware of your company three years ago. I am confident you could have saved us a great deal of time and money in organizing our net- work. Andrew Lauter Page 2 September 28, 1993 The people who had represented your firm and completed the work for us have been extremely professional and are very knowledge- able. What I find absolutely refreshing is their ability to communicate the specifics of computer related operations in easy- to-understand concepts without resorting to computer jargonies. Please feel free to use this letter as an endorsement of your services. Sin• ely, .41.00 -raid M. Schneider, CLU President yb c Brian Hershenhouse MANAGEMENT PRECISION SYSTEMS CONCEPTS, INC. s 3426 North Old Arlington Heights Road, Arlington Heights, Illinois 60004 Phone 708/670-0940 Fax 708/670-0950 F � � o s 5 Precision Systems Concepts, Inc. PSCStaff Member Marketing Resume Level of Expertise: Technical Consultant, CSP Years of Experience: 8 Skill Set Summary Hardware: AS/400, S/38, IBM PC, Maclntosh Software: BPCS, MAPICS, TL Ashford, HFA, SupportNet, Global, BCA, Shawware, SQL Languages/Tools: RPG II1/400, COBOL, Pascal, Assembler, CL, BASIC, PL/M, LISP, AS/SET, APPC/APPN Applications: Distribution, Inventory, Job Costing, Purchasing, Financials, Payroll, Order Entry, Billing, Bar Coding Representative Accomplishments: This consultant has served as Data Processing Manager and project leader, and has also completed a variety of one-person programming projects. He has spearheaded several projects concurrently, including coordinating technical writers, analysts, and coders, and has, at different times, filled each role himself. Clients offer rave reviews for his talents in working with users, analyzing hardware requirements, selecting software and hardware, programming, and troubleshooting. For example, this consultant developed and conducted the AS/400 technical and operational training of some 35 mainframe programmers, and was also responsible for the implementation and support of a WAN comprised of 22 AS/400's for the same client. Area of Specialization/Particular Strengths: This consultant is extremely effective in working with users at all technical levels. His outstanding interpersonal skills complement his equally outstanding leadership, analytical, and coding abilities. His specific strengths make him extremely qualified as a project leader or in a one-person project role. Summary: This is a polished professional with profound education and practical experience in systems and business. His superior analytical skills complement a keen understanding of differing platforms. He possesses a high energy level, and excellent pro- gramming skills. He is a great choice for analysis, design, programming, or connectivity. reprinted 8/1/94 Resume#2040 • MANAGEMENT PRECISION SYSTEMS CONCEPTS, INC. s EP 3426 North Old Arlington Heights Road, Arlington Heights, Illinois 60004 Phone 708/670-0940 ti Fax 708/670-0950 F � � o sPSC Precision Systems Concepts, Inc. Staff Member Resume Level of Expertise: Technical Consultant Years of Experience: 12 Skill Set Summary Hardware: AS/400, IBM PC Software: HFA, Global Financials, CA-PRMS, BPCS Languages/Tools: RPG II1/400, COBOL, Assembler, SQL, CL, AS/SET Applications: Manufacturing/Production Planning, Distribution, Inventory, A/P, A/R, G/L, Financials, Order Entry/Billing, Software Management, Standards Development Representative Accomplishments: This consultant has served on and been a leader for software implementation teams, and has performed custom modification design, analysis, and coding to meet special business requirements. He has also designed and delivered AS/SET training courses, and developed software standards for a CASE environment in a Fortune 50 corporation. He has been instrumental in database conversions, software evaluation, utility program development, and system support, as well. Area of Specialization/Particular Strengths: This consultant's greatest strength is in his broad experience in integrating business applications with business. His ability to draw from this knowledge and keen sense of observation make this member of our staff uniquely qualified to handle implementation, integration, and custom application development issues. His intuition, combined with people skills and superlative design and coding skills make him an absolute asset to our clients. Summary: This consultant offers clients a well-rounded knowledge of business, as well as business applications. His knowledge of platforms and packages, combined with his CASE tool experience yields a highly-effective member of a project team, team leader, or solo project performer. His committed, determined approach to solving problems, and his wealth of experience in various industries makes him a sought-after consultant our clients truly appreciate. 8/1/94 Resume #5020 MANAGEMENT PRECISION SYSTEMS CONCEPTS, INC. s r 3426 North Old Arlington Heights Road, Arlington Heights, Illinois 60004 Phone 708/670-0940 Fax 708/670-0950 ti F � � o s PSC Precision Systems Concepts, Inc. Staff Member Marketing Resume Level of Expertise: Technical Consultant, CNE Years of Experience: 6 Skill Set Summary Hardware: IBM PC, MacIntosh, AS/400 Software: Novell, LANTastic, Windows for Workgroups, Windows, Lotus Notes, PCSupport Representative Accomplishments: In a recent client project, this candidate was responsible for the conduct of a complete audit of all nodes of a Novell PC network, aimed at ensuring the compliance with licensing. He has also been instrumental in the design, hardware selection, setup, and implementation of several networks for various clients, has ensured proper documentation of network configurations, and has worked extensively with connectivity issues involving multiple PC networks and the AS/400. Area of Specialization/Particular Strengths: This consultant is noted for his patience and diligence in performing the intricate tasks in troubleshooting PC networks. His extensive involvement with interconnectivity in real-world situations has served him, and the clients to which he has been assigned, very well. His interpersonal communications abilities make him indispensable in the user community; he knows how to ask the right questions, offer the proper advice, and provide correct training for users. Summary: This consultant offers clients a wealth of practical field experience, coupled with a profound technical knowledge and outstanding interpersonal skills. Prior to his tenure with PSC, he had served as network administator in private industry, where he first developed his keen understanding of the interpersonal and technical issues involved with users and networks. His project assignments have ranged from network documentation, auditing, and troubleshooting to network design and full system implementation. This consultant is an outstanding choice for projects involving networks and interconnectivity. reprinted 8/1/94 Resume#6000 Terms and Conditions 1. Invoicing,Payment and Taxes Unless otherwise agreed,PSC will own all right,title and interest, including copyright, in all Deliverables. PSC grants you a non- You agree to pay our invoices within 10 days of receipt. Interest(at exclusive,non-transferable license to use and reproduce Deliverables the lesser ofthe rate of 1'h percent per month or the maximum allowed solely for your own internal business purposes. If PSC agrees in by law)will be added to all charges not paid when due. If you fail to writing that you own the rights to Deliverables,PSC shall nevertheless make payments when due,and we retain an attorney to enforce our be free to use any algorithms, ideas, process and code of general rights,you are liable for our attorneys'fees and all other costs and application for PSC's own business purposes and other applications. expenses incurred. You willpayall taxes,duties and tariffs arising from our transactions,except for taxes based upon PSC's net income. 5. Personnel 2. Warranties and Remedies Each of us will authorize a person to represent us during projects and PSC warrants that it will perform services in a competent manner for installation of Software Packages. Unless otherwise agreed in using qualified personnel. PSC will perform in accordance with any each of us is responsible for supervising and controlling only applicable Statement of Work. PSC warrants that it has the right to our own personneL PSC will try to honor your requests regarding the license each Software Package and that the Software Package assignment of PSC's personnel to your projects. However, PSC conforms to its Documentation reserves the right to determine the assignment of its personnel. Each licensed Software Package is warranted for the time we specify PSC invests substantial resources to hire and train staff. You agree in writing for that Software Package. Following the expiration of the that while any agreement between us is in effect,and for twelve(12)initial warranty period, PSC may offer additional coverage for a months thereafter,you will not solicit or hire any of PSC's employees separate support fee. For Services, our warranty is for 90 days to work for you as an employee, consultant, or in any indirect following delivery of the Deliverables,if any,otherwise for 90 days capacity,except with PSC's prior written consent You also agree not following performance of the Services. No warranty claim will be to hire in any capacity any former PSC employees unless their valid unless you give PSC written notice of your claim during the employment with PSC has been terminated for at least one(1)year. applicable warranty period. You will pay PSC liquidated damages equal to fifty(50)percent of the employee's annual compensation if you violate these agreements. THE WARRANTIES IN THIS AGREEMENT REPLACE ALL PSC agrees to the same restrictions and liquidated damages with OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING respect to your employees. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6. Cooperation and Training PSC does not warrant uninterrupted or error-free operation. PSC does Whenever the scope of PSC's Services requires cooperation or other not warrant that any licensed Software Package will operate in any performance by your employees,or your other consultants,you are different environment than on the licensed CPUs,specified computers, responsible for assuringtheir performance,and for any impact on PSC with specified operating systems,file access and any other stated caused by the non-performance of your employees or other prerequisites,for which PSC has licensed you to use the Software consultants. Each party shall remain an independent contractor and Packages. PSC's warranty does not cover misuse,accident,alteration shall not be the employer of each other's employees,nor the legal or modification,hardware failures,your negligence in operations, representative or agent of the other. improper maintenance by you or third parties,or any other failure not PSC will rely upon,and you agree to be bound by,the information and caused by PSC. approvals given by your employees. Whenever PSC provides any PSC's Obligations to Remedy Services which include training of your employees,the actual time, When circumstances arise where PSC is obligated to you under a costs and degree of success of training is dependent upon the r warranty or other promise relating to a Software Package or Services, intelligence,skill,motivation and effort of your employees. PSC does you will provide PSC with full information regarding the problem and not guarantee the performance of employees it helps train. access to your system during business hours. Your exclusive remedy 7. Estimates and Assumptions shall be that PSC,in its sole discretion,will respond and remedy the Unless we specifically agree to perform Services for a fixed price,or matter by either.(1)Using all reasonable efforts to correct the matter with a fixed completion date, all statements regarding price and in accordance with our warranties or other promise;or(2)Issuing a credit or refund of the amount you paid PSC for the particular license completion date will be estimates only. PSC will use reasonable or Services in question. efforts to meet its estimates. 3. Confidential Information and Trade Secrets Statements of Work or other documents describing PSC Services will typically include statements of the assumptions upon which the scope, You agree that PSC's, Software Packages, pricing and proposals price or completion time are based. Whenever there is a change in the contain ideas,logic,algorithms,systems,methods and concepts that assumptions,or the assumptions prove incorrect through no fault of are confidential and which PSC maintains as trade secrets. All PSC,PSC shall be entitled to a reasonable adjustment to the price or Software Packages,related documents and other materials reflecting completion time for the Services. In the case of a fundamental change PSC's trade secrets shall be treated as unpublished, copyrighted to the assumptions, including any change which makes PSC's materials that are PSC's exclusive property,and you shall not disclose performance impossible or impracticable, PSC shall be entitled to them to any third party for any purpose,nor use them,except for your cancel the engagement. own internal purposes without PSC's prior written consent. PSC agrees that you may designate in writing certain financial data, 8. Limitation of Liability specialized operations methods,and sales information that you claim Circumstances may arise where,because of a default on PSC's part or as confidential and trade secrets. You and PSC both agree to use best other liability,you are entitled to recover damages from PSC. In each efforts to maintain the confidentiality of each other's trade secrets. such instance,regardless of the basis on which you are entitled to 4. Ownership and License for Deliverables claim damages,PSC is liable only for the amount of any actual and direct loss or damage limited to the amount you actually paid for the Precision Systems Concepts,Inc. October 1993 services or product in question. This limit also applies to any of PSC's 12. PSC's Proposals and Quotations employees and subcontractors. It is the maximum for which they and When PSC provides you with proposals or price quotations for PSC are collectively responsible. licenses or Services,they are valid for 30 days. After 30 days,PSC UNDER NO CIRCUMSTANCES IS PSC LIABLE FOR: may increase the price or change the terms of any previous proposal or quotation (1)Third-party claims against you for losses or damages;(2)Loss of or damage to,your records or data;or(3)Consequential damages 13. Agreement Termination (including lost profits or savings)or incidental damages even if PSC has been informed of their possibility. You may terminate this Agreement on written notice to PSC following 9. Mutual Responsibilities the expiration or termination of all your obligations. If you terminate Both of us agree that under this Agreement: a services projectyou agree to give us reasonable advance notice,pay for all work completed,and pay us for all reasonable time and costs 1. Neither of us will use the other's trademark,trade name,or other associated with the termination. designation in any promotion or publication without the other Either of us may terminate this Agreement, if the other does not party's prior written consent; comply with any material terms, provided the one who is not 2. Each is free to enter into similar agreements with others; complying is given written notice and reasonable time to comply. 3. Each will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations;and All license restrictions, your payment obligations, all obligations 4. Neither of us will bring a legal action more than two years after relating to confidential information and trade secrets,and any other the cause of action arose. terms which by their nature extend beyond termination,remain in 5. We shall remain as independent contracting parties with respect effect until fulfilled,and apply to your successors and assignees. to each other; neither of us shall be deemed as the agent or 14. Governing Law representative of the other,nor do we have any authority to bind the other to any third parties. The laws applicable in the State of Illinois, USA, govern this 10. Your Other Responsibilities Agreement. You consent to the jurisdiction of the state and federal courts in Chicago,Illinois,which shall be the exclusive venue for You agree: litigation arising out of or relating to this Agreement. 1. Not to assign this Agreement,nor your rights,delegate your 15. Dispute Resolution obligations,or resell any License or Service without PSC's prior PSC and you agree that all claims, disputes or other matters in written consent;any attempt to do so is void. These limits apply question between the parties arising out of or relating to this when you acquire,are acquired by,merge or combine in any Agreement,including any License,Continuing Support or Services manner with,another enterprise;you may not assign or expand Agreement,or any Statement of Work,shall be referred initially to your rights to include any new or affiliated enterprises without mediation. Either party may initiate mediation by serving a written PSC's prior written consent; demand on the other party proposing at least three mediators with 2. That you are solely responsible for the results obtained from experience in information technology disputes. The other party shall using Software Packages,Programs and Deliverables,and for the select a mediator from that list. If we are unable to resolve the matter supervision,management and control of such materials,including within 30 days or as otherwise agreed,then either party may demand without limitation: machine configuration, audit controls, arbitration. The arbitrator(s)and applicable rules shall be agreed operating methods and personnel,operating system release level, upon by the parties,except that in the absence of our agreement,the backup plans, procedures for assuring your requirements for mediator shall have authority to select the arbitrator(s)and determine security and accuracy of input and output,and procedures for the rules. Any arbitration award will be final and judgment may be restart and recovery; entered upon it in accordance with applicable law. These agreements 3. To comply with all applicable government laws and regulations, to mediate and arbitrate shall not preclude either party from including import/export laws,and all laws which protect PSC's petitioning a court for temporary or preliminary injunctive relief. proprietary rights;and 4. To provide us with full,free,and safe access to your facilities, 16. Waiver and Severability including your data processing system, for us to fulfill our Neither PSC's failure or delay in exercising any right under this obligations. If you become aware of any unsafe conditions or Agim,aart shall operate as a waiver. Any waiver by PSC must be in hazardous materials to which our personnel would be exposed at writing and shall not constitute a waiver of any other rights. any of your facilities,you agree to notify us promptly. I1. Changes to the Agreement Terms If any provision of the Agreement is held invalid or unenforceable, For a change in any agreement between us to be valid,both of us must then all other provisions shall be deemed severable and shall continue sign a document confirming the change. Additional or different terns in full force and effect in any order or communication from you are void. All material changes to the scope of Services must be in writing and signed by each party to be binding. When you request a change you will prepare a written Change Request and submit it to PSC. PSC will advise you of the effect the requested change will have upon the cost and completion time for the Services,with any additional cost to be determined at PSC's standard rates and costs. If PSC requests a change,it will submit to you a written Change Request including a statement of any change in cost or completion time for the Services,and an explanation of the reason for the Change Request. When we agree on the terms of a Change Request,PSC will issue a Change Order to be signed by each party. Precision Systems Concepts,Inc. October 1993