Exhibit 10.23
FIRST AMENDMENT TO THE SEPTEMBER 20, 1995
AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES BETWEEN
INVESTORS BANK & TRUST COMPANY AND ELECTRONIC DATA SYSTEMS CORPORATION
This Amendment (the "First Amendment"), effective January 1, 2000, is between
each of Investors Bank & Trust Company ("Customer"), Electronic Data Systems
Corporation ("EDS") and EDS Information Services L.L.C. ("EIS"), and amends the
September 20, 1995 Agreement for Information Technology Services between
Customer and EDS (the "Agreement").
Whereas, pursuant to the Agreement, EDS is providing Customer with certain
mainframe, WAN management, print and microfiche services;
Whereas, the term of the Agreement will continue until December 31, 2000;
Whereas, Customer and EDS wish to expand the scope of the Agreement to include
certain consulting services and network and server management services and to
provide a vehicle for Customer's purchase of other new services from EDS; and
Whereas, Customer and EDS wish to extend the term of the Agreement;
Now, therefore, in consideration of the mutual agreement of the parties and
other good and sufficient consideration the receipt of which is hereby
acknowledged, and pursuant to SECTION 10.12 of the Agreement, Customer and EDS
hereby agree as follows:
1. Capitalized terms used herein without definition will have the meanings
assigned to them in the Agreement.
2. The first paragraph of the Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:
This Agreement for Information Technology Services ("Agreement") dated
effective as of January 1, 2000 ("Effective Date") is between each of
Investors Bank & Trust Company, a Massachusetts state-chartered bank
and trust company with a principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ("Customer"), Electronic Data
Systems Corporation, a Delaware corporation with a principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ("EDS") and EDS Information
Services L.L.C. a Delaware limited liability company ("EIS") and the
obligations of EDS set forth in this Agreement will be performed by EDS
itself and through its direct and indirect wholly-owned, subsidiaries,
including EIS. All references to EDS in this Agreement will be deemed
to include all such subsidiaries.
3. The third paragraph of the Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:
1
Under this Agreement, EDS will provide to Customer the information
technology services contemplated in this Agreement, and Customer will
obtain all its requirements for such services (with the exception of
report and financial printing described in SECTION 3.2(h) and the
Additional Services described in SECTION 3.5 that Customer may obtain
elsewhere) from EDS, at the prices set forth in SCHEDULE A, all upon
the terms and conditions set forth in this Agreement.
4. Section 2.1 of the Agreement is hereby amended by deleting it in its entirety
and replacing it with the following:
2.1 The term of this Agreement will begin on the Effective Date and
will continue until December 31, 2005.
5. Section 2.2 of the Agreement is hereby amended by deleting it in its entirety
and replacing it with the following:
2.2 The term of this Agreement may be extended beyond December 31,
2005, by a written election by Customer to extend the term of this
Agreement by up to three (3) additional one (1) year periods, which
election(s) will be made not less than six (6) months prior to the next
date this Agreement would otherwise expire. EDS will give Customer
notice of each date on which Customer may elect to extend this
Agreement at least thirty (30) days before such date.
6. Section 3.2(c)(i)(B) of the Agreement is hereby amended by adding the
following sentence to the end of Section 3.2(c)(i)(B):
Upon determination that the EDS IPC may suffer an outage which may have
a material impact on the Services, EDS shall promptly notify Customer
of such determination and provide Customer such further information
regarding the resulting effect, if any, on the Services provided
hereunder as Customer may reasonably request.
7. Section 3.2(c)(i)(C) of the Agreement is hereby amended by deleting the first
sentence of that section and replacing it in its entirety with the following
sentence:
At no additional charge to Customer, EDS will devote necessary
resources to establish Customer's disaster recovery plans and processes
related to the Services in the Agreement or in this Amendment in the
first year after the effective date, and up to fifty (50) man-hours a
year in subsequent years to testing such disaster recovery plan(s)
related to the Services in the Agreement or in this Amendment.
8. Section 3.2(k) of the Agreement is hereby amended by adding the following
paragraph to the end of Section 3.2(k):
Included in the fees stated herein, the account manager will also
perform the following functions:
2
(a) Analyze generic notices from the EDS IPC and consult with Customer
regarding the potential applicability of such notices to Customer's
environment.
(b) Provide monthly reports to Customer with respect to EDS' performance
relative to Schedule C, Performance Standards, Table A of the Agreement, as
amended
(c) Provide monthly reports to Customer with respect to EDS' performance
relative to Attachment 3, Schedule C of this Amendment
(d) Provide an update, every 6 months of the Agreement term, with respect to
the software that is made available by EDS on some basis, for its
customers.
(e) Update the software listed in Schedule B Software of this Amendment, such
update to be performed in cooperation with Customer personnel within 60
days following the Effective Date. Such revised software will be
incorporated into Schedule B by mutual written agreement upon completion
and may be subsequently updated and incorporated into Schedule C by mutual
agreement during the term of the Agreement.
(f) Monitor and report to Customer the EDS activities related to Section 3.2(j)
Run Time Improvement of the Agreement.
(g) Work with Customer to establish parameters and processes for the
termination of processing jobs that remain in a loop for an undesired
period of time.
9. Section 3.2(m) of the Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:
3.2(m) Certain Changes. EDS will make the following changes and
additions as soon as practicable but in no event later than the time
parameters indicated below:
--------------------------- ---------------------------
Change / Addition Time Parameter
--------------------------- ---------------------------
TSO ID's Two Business Days
--------------------------- ---------------------------
EDS NET ID's Two Business Days
--------------------------- ---------------------------
Terminal ID's Four Weeks
--------------------------- ---------------------------
Security parameters (ACF ) Two Weeks
--------------------------- ---------------------------
Remote Node Four Weeks
--------------------------- ---------------------------
Special Audit Requests Two Business Days
--------------------------- ---------------------------
Network ID's See Schedule C, item (m)
--------------------------- ---------------------------
10. Article III of the Agreement is hereby amended by adding the following new
sections:
3.5 ADDITIONAL SERVICES. In addition to the services described in
SECTION 3.2, EDS will provide Customer with the Additional Services
described in SCHEDULE D.
3.6 PREFERRED PROVIDER.
3
(a) Customer will treat EDS as a preferred provider with respect to:
(i) Any project related to the services described in SECTION 3.2
(ii) Any project resulting from or recommended by EDS in the
course of performing Additional Services described in SECTION
3.5, including such projects that could result in a reduction
of the volume of any services provided by EDS under this
Agreement.
(b) Prior to requesting any third party to perform such projects or to
deciding to perform such projects with internal resources, Customer
will:
(i) Notify EDS of its intention to do so;
(ii) Provide EDS with a meaningful opportunity to submit a
proposal to perform the project; and
(iii) Provide EDS the option to perform the project on terms
and conditions (including price, quality and performance) as
favorable to Customer as those offered by a third party or
internal Customer resource.
(c) If Customer does not engage EDS to perform a project described in
this SECTION 3.6, except where EDS has declined to perform a project
offered under Section 3.6(b)(iii) above (in which case this Section
3.6(c) shall not apply), and, as a result, the total actual dollar
charges for services provided by EDS under this Agreement is less than
$2.45 million in any calendar year, then:
(i) Customer and EDS shall negotiate in good faith to substitute
other services to offset reduction in existing services and
associated charges; and
(ii) if the negotiations described in Section 3.6(c)(i) are
unsuccessful, then for the upcoming calendar year, EDS, at its
option, may apply a surcharge up to the percentage amounts as
described below:
ACTUAL CHARGES FOR PRECEDING
YEAR (EXCLUDING SURCHARGE,
IF ANY) PERCENT SURCHARGE FOR UPCOMING YEAR
---------------------------- ------------------------------------
GREATER THAN $2.45 million 0
$2.1 million to $2.45 million 5
$1.75 million to $2.1 million 10
$1.4 million to $1.75 million 20
4
If the total actual charges in any calendar year are less than
or equal to $1.4 million, then EDS may terminate this
Agreement pursuant to SECTION 9.1(a).
(d) For each calendar quarter in which the actual aggregate EDS charges
for Processing and Network Communications Services ( Print and
Microfiche Services are excluded) in SCHEDULE A, SECTION 1, "Price
Schedule for Resource Usage" (the "Mainframe Charges") exceed the
Quarterly Baseline Mainframe Charges specified below, EDS will, on the
invoice for the month immediately after the applicable calendar
quarter, credit Customer an amount equal to the Mainframe Charges times
the Credit Percentage specified below.
QUARTERLY BASELINE MAINFRAME CHARGES Credit PERCENTAGE
------------------------------------ -----------------
$675,000 5%
$800,000 10%
TBD 15%
▇▇▇ ▇▇▇
The third tier in the above chart will be determined and
finalized through mutual agreement of Customer and EDS within
90 days after the Effective Date, and will be incorporated
into this amendment by mutual written agreement. In addition,
EDS will evaluate whether an additional tier and an additional
credit percentage are applicable.
11. ARTICLE IV of the Agreement is hereby deleted in its entirety and the
following inserted in lieu thereof:
ARTICLE IV
PAYMENT FOR SERVICES
4.1 In consideration for the services, equipment and EDS Systems provided by
EDS as described in Article III, Customer will pay EDS as follows:
(a) A monthly service fee, calculated in accordance with SCHEDULE A, plus
once each year at the applicable time the amount of the annual
insurance premium described in SECTION 10.3.
(b) for EDS Licensed Customer Applications, a charge equal to the vendor's
invoice (including any purchasing discounts EDS may have negotiated),
plus 20% (or if the EDS Licensed Customer Applications are shared by
multiple customers, Customer's allocated share of the invoice,
plus 20%), plus installation charges.
(c) for telecommunications circuits, equipment and maintenance, a charge
equal to (i) EDS' then current commercial rate for the item or
service, if EDS has established a commercial rate for such item, or
(ii) the vendor's invoice (including any purchasing discounts EDS may
have negotiated), plus 20%, if EDS has not established a commercial
rate for such item.
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(d) Notwithstanding the terms of paragraph (c) above, where Customer and
EDS mutually agree, for one-time purchases of equipment, software or
other tangible items in connection with the Services for which EDS has
favorable purchasing contracts which allow resale to its customers,
EDS will, upon request of Customer, submit a proposal to Customer for
such items.
(e) for network connection, a charge calculated as provided on SCHEDULE A.
(f) for freight and delivery, a charge equal to the vendor's invoice
(including any purchasing discounts EDS may have negotiated),
plus 20%.
(g) EDS will submit to Customer the following invoices (which invoices may
be combined as appropriate):
(i) the monthly service fee,
(ii) other services described in this Agreement, and
(iii) services agreed upon by the parties from time to time.
Each invoice will be submitted as soon as practical (generally 30
days) after the applicable billing period cutoff for the service. The
billing period cutoff for processing (e.g. the monthly service fee)
and other services is at mid-month. The cut-off for print services is
at month-end. EDS and Customer may from time to time agree to adjust
the billing period cutoff times.
(h) Each invoice will be in a form reasonably acceptable to Customer,
including a report describing Customer's actual resource utilization
and associated fee, and detail regarding the categories of resource
use and volumes, unit prices, extended charges, and, if applicable,
volume discounts and multiple print modes. EDS will disclose the
methods and tools used to collect usage information and to calculate
or adjust raw data, as well as the raw data itself at Customer's
request. EDS will maintain one year of resource usage data from which
monthly reports will be generated listing charges by access code and
by resource unit (see SCHEDULE A for a listing of resource unit
categories). EDS will also provide weekly reports listing Customer's
DASD data sets and daily CPU time for scheduled production jobs. EDS
will run queries and produce reports from this data base at Customer's
request. A reasonable number of requests for queries and reports by
Customer for the purpose of clarifying billing information will be
provided at no additional charge. Otherwise, requests for queries and
reports will be provided at Customer's expense, based on the
applicable resource rates set forth in SECTION 1 of SCHEDULE A. Except
as provided in SECTION 4.3, there will be no changes in unit prices
unless mutually agreed by the parties in writing.
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(i) Payment of each invoice will be due 10 days after receipt of such
invoice by Customer. Payment will be delivered by Customer to EDS
at the address set forth on the invoice. If payment in full is not
made within thirty days after the date of the invoice, a finance
charge of the lesser of: (i) the base (or prime) rate established
from time to time by Citibank, N.A., or (ii) the highest rate of
interest allowed by applicable law, (the lesser of which will be
referred to as the "Late Payment Interest Rate"), will be applied
to the unpaid balance of the invoice until paid. If Customer
successfully disputes any fees assessed or charged by EDS, EDS
will promptly refund the fees which were not owed by Customer,
together with interest at the Late Payment Interest Rate
calculated from the date payment of such fees was received by EDS
until refunded.
4.2 Customer may request from time to time that EDS provide services in
addition to those set forth in this Agreement. In consideration for the
agreement by EDS to perform such additional services, Customer will pay to
EDS the charges agreed upon by the parties or charges calculated based on
EDS' then current commercial rates, plus the out-of-pocket expenses
incurred by EDS with the prior approval of Customer. However, if the
additional services are provided through EDS by a vendor, charges will be
equal to the vendor's charge (including any purchasing discounts EDS may
have negotiated), plus 20%. Prior to commencement of such additional
services, EDS agrees to notify Customer if such additional services are to
be provided by a vendor. Unless otherwise agreed by the parties, all of the
terms and conditions of this Agreement will be applicable to the
additional services.
4.3 Customer will pay or reimburse EDS for any taxes, tariffs, or license fees
of any taxing authority, however delegated or designated, levied or based
on this Agreement or the systems, products, or services to be provided
hereunder or on their sale, license, or use, or any action taken under this
Agreement, exclusive, however, of any taxes based on EDS' net income and
any corporate excise tax attributable to EDS as a result of its doing
business in any jurisdiction. Any taxes assessable on the systems,
products, or services to be provided under this Agreement on or after
delivery will be borne by Customer. EDS may issue a separate invoice for
such taxes and related charges under this Section.
12. Section 8.2 of the Agreement is hereby amended by adding the following at
the end thereof:
Notwithstanding the first sentence of this SECTION 8.2, the liability
of each party for all damages arising out of or related to this
Agreement, regardless of the form of action that imposes liability,
whether in contract, equity, negligence, intended conduct or otherwise,
will be limited to and will not exceed in the aggregate for all claims,
actions and causes of action of every kind and nature, the total amount
payable by Customer pursuant to this Agreement during the twelve (12)
month period immediately preceding the month in which the most current
event giving rise to such liability occurred; provided, however, that
any claims covered by the data processing errors and omissions
insurance policy referred to in SECTION 10.3, FOR WHICH CUSTOMER HAS
PAID ALL PREMIUMS, shall not be counted against such aggregate limit.
Customer may elect at any time during the term of this Agreement not to
purchase the errors and omissions insurance policy described in the
preceding sentence. Such election will have no effect on the parties
limitation of liability set forth in Article 8 of the Agreement, as
amended.
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13. The following notice addresses are substituted for those in Section 10.13
of the Agreement:
If to EDS:
Electronic Data Systems Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇-▇▇-▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President, Information Solutions
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to:
Electronic Data Systems Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇-▇▇-▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to Customer:
Investors Bank & Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: CIO
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With copies to:
Investors Bank & Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
General Counsel
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
8
14. Article X of the Agreement is hereby amended by adding the following new
sections:
10.14 PRIVACY LAWS. Customer will be and remain the controller of the
Data for purposes of all applicable laws relating to data privacy,
transborder data flow and data protection (collectively, the "Privacy
Laws"), and nothing in this Agreement will restrict or limit in any way
Customer's rights or obligations as owner and/or controller of the Data
for such purposes. Although EDS may have certain responsibilities
prescribed by applicable Privacy Laws as a processor of the Data, and
EDS hereby acknowledges such responsibilities to the extent required
thereby for processors of data and agrees that such responsibilities
will be considered as a part of the services to be provided by EDS
under this Agreement; provided, however, that in the event that Privacy
Laws to which the activities contemplated by this Agreement are subject
are modified, EDS will work with Customer in an effort to continue to
comply with such Privacy Laws, as so modified, but to the extent that
such modifications expand the scope of the activities previously
undertaken by EDS pursuant to this SECTION 10.14, EDS will, at
Customer's reasonable request, provide such additional activities as
additional services so long as the parties reach a mutual written
agreement regarding the nature and scope of such services, the period
of time during which such services will be provided and the basis upon
which EDS will be compensated therefor.
10.15 EXPORT REGULATIONS. This Agreement is expressly made subject to
any United States government laws, regulations, orders or other
restrictions regarding export from the United States of computer
hardware, software, technical data or derivatives of such hardware,
software or technical data. Notwithstanding anything to the contrary in
this Agreement, Customer will not directly or indirectly export (or
reexport) any computer hardware, software, technical data or
derivatives of such hardware, software or technical data, or permit the
shipment of same: (a) into (or to a national or resident of) any
country to which the United States has embargoed goods; (b) to anyone
on the United States Treasury Department's List of Specially Designated
Nationals, List of Specially Designated Terrorists or List of Specially
Designated Narcotics Traffickers, or the United States Commerce
Department's Denied Parties List; or (c) to any country or destination
for which the United States government or a United States governmental
agency requires an export license or other approval for export without
first having obtained such license or other approval. Each party will
reasonably cooperate with the other and will provide to the other
promptly upon request any End-User certificates, affidavits regarding
reexport and/or permits required for any payment or any export or
import of products or services under this Agreement. The provisions of
this SECTION 10.15 will survive the expiration or termination of this
Agreement for any reason.
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10.16 YEAR 2000.
(a) With respect to Year 2000, EDS' responsibility will be limited to:
(i) With regard to software that is proprietary to
EDS, an obligation to make those changes,
modifications, updates or enhancements to the
software so that it will maintain the functionality
existing as of the Effective Date, taking into
account any processing, accepting, calculating,
writing and outputting of dates whether before, on or
after 12:00 a.m. January 1, 2000, and any time
periods determined or to be determined based on any
such dates; and
(ii) With regard to software operated by EDS that is
neither supplied by Customer nor proprietary to EDS,
an obligation of EDS to request and, if available,
obtain from the third party vendor thereof, those
changes, modifications, updates or enhancements to
the software so that it will maintain the
functionality existing as of the Effective Date
taking into account any processing, accepting,
calculating, writing and outputting of dates, whether
before, on or after 12:00 a.m. January 1, 2000, and
any time periods determined or to be determined based
on any such dates.
(b) EDS will not be responsible for:
(i) Software supplied by Customer;
(ii) Changes, modifications, updates or enhancements
to, and any inaccuracies, delays, interruptions or
errors caused by, interfaces between software EDS
operates under this Agreement and software that EDS
does not operate under this Agreement; and
(iii) Any inaccuracies, delays, interruptions or
errors occurring as a result of incorrect data or
data from other systems (including telecommunications
systems), software, hardware, processes or third
parties provided in a format that is inconsistent
with the format and protocols established for
software operated by EDS, including date data in two
digit format, even if such data is required for the
operation of the software operated by EDS.
15. Schedule A - Price Schedule, is hereby amended by deleting it in its
entirety and replacing it with Attachment 1.
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16. Schedule B - Software, is hereby amended by deleting it in its entirety and
replacing it with Attachment 2.
17. Schedule C - Performance Standards, is hereby amended by deleting it in its
entirety and replacing it with Attachment 3. Within ninety (90) days after the
Effective Date, Customer and EDS will mutually agree on revised Performance
Standards in Schedule C, Table A of the agreement, which Performance Standards
will equal or exceed those in effect as of the Effective Date. Such revised
Performance Standards will be incorporated into Schedule C by mutual written
agreement.
18. The Agreement is hereby amended by adding Schedule D - Additional Services,
in the form of Attachment 4.
19. The Agreement is hereby Amended by adding Schedule E - Processes and
Procedures, in the form of Attachment 5. Schedule E will be developed by EDS and
mutually agreed by Customer and EDS, and incorporated into this Agreement within
ninety (90) days of the Effective Date.
Except as expressly provided by this First Amendment, the Agreement remains in
full force and effect and, in all respects not expressly amended hereby, the
provisions of the Agreement remain unchanged.
In witness whereof, Customer and EDS each has caused this First Amendment to be
signed and delivered by its duly authorized representative.
Investors Bank & Trust Company Electronic Data Systems Corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------- ----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------- ----------------------------------
Title: SVP/CIO Title: Account Manager
-------------------------------- ----------------------------------
Date: 12/31/99 Date: 12/31/99
--------------------------------- ----------------------------------
EDS Information Services L.L.C.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Title: Account Manager
----------------------------
Date: 12/31/99
----------------------------
11
Attachment 1
Schedule A
Schedule A
Price Schedule
1. PRICE SCHEDULE FOR RESOURCE USAGE (US DOLLARS PER UNIT PER MONTH)
The monthly service fee will be calculated by multiplying the volume usage for a
resource for a month by the resource unit price set forth in the table below for
the applicable year. In the table below, "Prime" refers to "Prime Time" which is
defined as 6:00 a.m. - 6:00 p.m. weekdays, local time at the EDS IPC. "Offshift"
means any time other than Prime Time.
RESOURCE MEASUREMENT UNIT 2000 2001 2002 2003 2004 2005 EXTENSION
TERMS
-----------------------------------------------------------------------------------------------------------------------------------
PROCESSING
CICS Calls Offshift 10 Calls 0.00015 0.00013 0.00013 0.00012 0.00011 0.00011 0.00010
CICS Calls Prime 10 Calls 0.00036 0.00033 0.00031 0.00030 0.00028 0.00026 0.00025
MVS CPU Offshift 3081K Equivalent CPU Minute 1.27493 1.15320 1.10424 1.04550 0.98969 0.92606 0.88902
MVS CPU Prime 3081K Equivalent CPU Minute 4.24969 3.84394 3.68075 3.48493 3.29889 3.08682 2.96334
CICS CPU Offshift 3081K Equivalent CPU Second 0.02313 0.02092 0.02003 0.01897 0.01796 0.01680 0.01613
CICS CPU Prime 3081K Equivalent CPU Second 0.07715 0.06978 0.06682 0.06327 0.05989 0.05604 0.05380
TSO CPU Offshift 3081K Equivalent CPU Minute 1.38739 1.25493 1.20165 1.13772 1.07699 1.00775 0.96744
TSO CPU Prime 3081K Equivalent CPU Minute 4.62463 4.18309 4.00550 3.79240 3.58995 3.35916 3.22479
CICS Transactions Transaction 0.00022 0.00020 0.00019 0.00018 0.00017 0.00016 0.00015
Offshift
CICS Transactions Transaction 0.00073 0.00066 0.00063 0.00059 0.00056 0.00053 0.00051
Prime
DASD Megabyte Day 0.01602 0.01449 0.01388 0.01314 0.01244 0.01164 0.01117
Tape Mount Mount 0.35624 0.32223 0.30855 0.29213 0.27654 0.25876 0.24841
Cartridge Storage Cartridges per Day 0.03212 0.02905 0.02782 0.02634 0.02493 0.02333 0.02240
Offsite
Cartridge Storage Cartridges per Day 0.04989 0.04512 0.04321 0.04091 0.03873 0.03624 0.03479
Onsite
Reel Storage Onsite Cartridges per Day 0.10035 0.09077 0.08692 0.08229 0.07790 0.07289 0.06998
TSO Connect Offshift Hour 0.15002 0.13570 0.12994 0.12302 0.11646 0.10897 0.10461
TSO Connect Prime Hour 0.49995 0.45222 0.43302 0.40998 0.38810 0.36315 0.34862
Removable Media Tape 16.50000 16.50000 16.50000 16.50000 16.50000 16.50000 16.50000
Handling
DRA Callback - 6 Hours Callback 120.00000 120.00000 120.00000 120.00000 120.00000 112.80000 120.00000
DRA Callback - 3 Hours Callback 180.00000 180.00000 180.00000 180.00000 180.00000 169.20000 180.00000
Emergency Change - NCP, VTAM, CICS Change 750.00000 750.00000 750.00000 750.00000 750.00000 705.00000 750.00000
A-1
RESOURCE MEASUREMENT UNIT 2000 2001 2002 2003 2004 2005 EXTENSION
TERMS
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NETWORK/COMMUNICATIONS
Port 4.8/9.6 RJE Port 213.92886 193.50376 185.28889 175.43112 166.06612 155.39007 149.17447
Port 9.6/SNA Port 104.00240 94.07265 90.07896 85.28656 80.73373 75.54352 72.52178
Port 19.2 KB Port 211.69964 191.48738 183.35811 173.60307 164.33565 153.77085 147.62001
Port 56KB Port 561.48088 507.87286 486.31199 460.43915 435.85963 407.83910 391.52553
Port - 128 Kbps Port 677.4388 612.7596 586.7459 555.5298 525.8740 492.0667 472.3840
Port - 256 Kbps Port 2428.0023 2196.1860 2102.9507 1991.0692 1884.7804 1763.6117 1693.0672
▇▇▇▇ - ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇.▇▇▇▇ 3338.1471 3196.4317 3026.3747 2864.8184 2680.6451 2573.4193
Port - 1024 Kbps Port 5661.2330 5120.7204 4903.3289 4642.4613 4394.6338 4112.1118 3947.6273
Port - T1 Port 6793.63347 6145.00364 5884.12803 5571.07982 5273.68008 4934.64589 4737.26006
Logical Unit - Remote LU 2.44211 2.20894 2.11517 2.00264 1.89573 1.77386 1.70290
Foreign Network Connection 407.45214 368.55019 352.90402 334.12877 316.29205 295.95827 284.11994
EDS*LINK Access (NSCC) 56KB Access 217.5273 185.8822 177.9909 168.5214 159.5253 149.2697 143.2989
NSCC Router Router & DSU 156.5036 133.7361 128.0585 121.2456 114.7731 107.3946 103.0988
NSCC Frame Relay Assistance Circuit 97.05342 82.93446 79.41362 75.18865 71.17487 66.59918 63.93521
Elit Transmission KB 0.00870 0.00787 0.00754 0.00714 0.00675 0.00632 0.00607
800 Access Usage Hour 13.68040 13.68040 13.68040 13.68040 13.68040 13.68040 13.68040
Network Dial - in Logon/ID 3.075038 2.627693 2.516139 2.382275 2.255103 2.110127 2.025722
FTP KB 0.000218 0.000186 0.000178 0.000169 0.000160 0.000149 0.000143
PRINT AND MICROFICHE
Microfiche Original Fiche 1.1515 1.2091 1.2696 1.3330 1.3997 1.4697 1.54317
Microfiche Copies Fiche 0.2079 0.2183 0.2292 0.2407 0.2527 0.2653 0.27861
Impact Print (per 1000) 1000 Lines 2.1012 2.2062 2.3165 2.4323 2.5540 2.6817 2.81575
Burst/Trim/Decollate Page 0.0239 0.0251 0.0264 0.0277 0.0291 0.0306 0.03208
Check Signing Check 0.0575 0.0604 0.0634 0.0666 0.0699 0.0734 0.07711
Laser Print - Simplex Page 0.0298 0.0313 0.0329 0.0345 0.0362 0.0381 0.03996
Laser Print - Duplex Page 0.0237 0.0249 0.0262 0.0275 0.0288 0.0303 0.03180
Laser Print - Quadriplex Page 0.0212 0.0223 0.0234 0.0246 0.0258 0.0271 0.02842
A-2
2. Price Schedule for Network and Server Management (US Dollars per Unit per
Month)
The Network and Server Management (NSM) fees consist of NSM recurring fees and
NSM one time implementation fees.
The NSM recurring fees are charged effective the first day the particular
service component as described in Schedule D-1 is provided by EDS. A partial
month's service will be prorated on a daily basis.
NSM one time implementation fees are charged prior to the commencement of the
EDS implementation work.
RESOURCE MEASUREMENT UNIT 2000 2001 2002 2003 2004 2005 EXTENSION
TERMS
------------------------------------------------------------------------------------------------------------------------------------
NETWORK AND SERVER
MANAGEMENT-RECURRING FEES
Large Complex Server Management and Server 1,671.96 1,671.96 1,671.96 1,671.96 1,671.96 1,671.96 1,671.96
Reporting**
Medium Complex Server Management and Server 1,320.88 1,320.88 1,320.88 1,320.88 1,320.88 1,320.88 1,320.88
Reporting**
Medium Normal Server Management and Server 1,017.79 1,017.79 1,017.79 1,017.79 1,017.79 1,017.79 1,017.79
Reporting**
Medium Simple Server Management and Server 714.70 714.70 714.70 714.70 714.70 714.70 714.70
Reporting**
Small Server Management and Server 383.82 383.82 383.82 383.82 383.82 383.82 383.82
Reporting**
Hub/Switch Management Hub, Switch 60.72 60.72 60.72 60.72 60.72 60.72 60.72
Hub/Switch Monitoring Hub, Switch 52.48 52.48 52.48 52.48 52.48 52.48 52.48
Router Management Router 117.27 117.27 117.27 117.27 117.27 117.27 117.27
Router Monitoring Router 76.72 76.72 76.72 76.72 76.72 76.72 76.72
Server Support* (regardless of size) Server 191.42 191.42 191.42 191.42 191.42 191.42 191.42
Server Monitoring Server 59.19 59.19 59.19 59.19 59.19 59.19 59.19
End-User Support (during Hours of End-User 24.82 24.82 24.82 24.82 24.82 24.82 24.82
Coverage, including Help Desk)*
Additional EDS Help Desk System ID 146.00 146.00 146.00 146.00 146.00 146.00 146.00
Access ID
*Consists of services as described in Schedule D-1.
This pricing structure assumes total End-Users equal 1330 as of the Effective
Date.
A-3
Average call volume per End-User per calendar quarter is expected to fall in the
range of 1.75-2.125. If call volume falls outside this range on an average per
End-User basis for 3 consecutive calendar quarters, EDS and IBT will negotiate
an increase or decrease in End-User Support charges to cover increased or
decreased support expenses required on EDS' part.
HOURS OF COVERAGE:
-----------------
Help desk - 5x12 (Business Days, 7 am -7 pm Eastern Time)
Network Monitoring - 7x24
Server Monitoring - 7x24
Network Management - 5x12 (Business Days, 7 am -7 pm Eastern Time)
Server Management - 5x12 (Business Days, 7 am -7 pm Eastern Time)
NSM ONE TIME IMPLEMENTATION FEES
Help Desk Implementation - $75,000
NSM Monitoring Implementation - $100,000
NSM Management Implementation -$125,000
Each of the NSM One Time Implementation services for Monitoring, Management and
Help Desk will be completed within 90 days and will be invoiced at the rate of
one third of their respective Implementation Fees, monthly in arrears over their
respective implementation periods.
**Server size is determined by the number of users of the server. For purposes
of determining server size, a "user" is defined as an individual that has an ID
that permits it to access and use the server.
SERVER SIZE NUMBER OF END-USERS
Small 0-299
Medium Simple 300-399
Medium Normal 400-699
Medium Complex 700-899
Large/Complex Over 900
NSM ON DEMAND SERVICES
After Hours Network Support (per incident) - $265
After Hours EDS Help Desk Call (per call) - $15
Special Request NSM Engineering Services (per man month, prorated and billed
daily; travel and expenses not included) - $16,550
A-4
3. PRICE SCHEDULE FOR STRATEGIC CONSULTING (US DOLLARS PER DAY)
------------------------------------------------------------
RESOURCE MEASUREMENT UNIT 2000 2001 2002 2003 2004 2005 EXTENSION
TERMS
------------------------------------------------------------------------------------------------------------------------------------
STRATEGIC CONSULTING
Infrastructure Analyst Individual Resource 875.00 ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Infrastructure Specialist Individual Resource 1,025.00 ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Senior Infrastructure Specialist Individual Resource 1,100.00 ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Solutions Consultant Individual Resource 1,600.00 ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Customer will purchase at least one hundred and fifty thousand dollars
($150,000) in strategic consulting services annually. Each month, EDS will ▇▇▇▇
Customer actual charges for strategic consulting services. Customer's
utilization of strategic consulting services will also be reconciled annually,
and Customer may carry forward, as applicable, either unused strategic
consulting services for use during the next year, or excess strategic consulting
services to fulfill its purchase obligation for the next year. Upon termination
of the Agreement, Customer will not receive any credit for unused strategic
consulting services.
A-5
Attachment 2
Schedule B
Schedule B
Software
1. CUSTOMER SYSTEMS
Fund Accounting and Custody Tracking System (FACTS)
Institutional Transfer Agent System (VISA)
Retirement plans Reporting System (RPRS)
Multiple Asset System (MAS)
1.(a) Other Systems provided by Customer
Outbound
2. EDS LICENSED CUSTOMER APPLICATIONS*
Adders COBOL OS/VS EasyTrieve Plus
RMDS Xpediter UFO
Mantissa Strobe
File Aid Back-Leveled EDS Systems
3. EDS SYSTEMS (INCLUDING SOME "VALUE-ADDED" SYSTEMS)*
DEVELOPMENT AIDS PROGRAMMING LANGUAGES
---------------- ---------------------
TSO/E COBOL II
ISPF/PDF COBOL 370
▇▇▇
CA-OPTIMIZER SECURITY
INTERTEST --------
CHAMP ACF2
ATRM
ABENDAID
FILEAID BATCH
JCL CHECK
* These lists of software are accurate as of the Effective Date. EDS reserves
the right to substitute other software of equivalent functionality. In
accordance with Section 7(d) and Section 7(e) of this Amendment, the EDS account
manager, in conjunction with Customer personnel, will update this Exhibit so as
to reflect current status; within 60 days after the Effective Date.
B-1
Attachment 3
Schedule C
SCHEDULE C
PERFORMANCE STANDARDS
TABLE A
---------------------- ---------------------------- ------------------------------ ------------------ ---------------------
ITEM ACCEPTABLE PERFORMANCE LEVEL UNACCEPTABLE PERFORMANCE LEVEL MITIGATING FACTORS STATUS (See Table B)
---------------------- ---------------------------- ------------------------------ ------------------ ---------------------
I. OUTPUT AVAILABILITY
---------------------- ---------------------------- ------------------------------ ------------------ ---------------------
A. Availability of 7:30 a.m. of day the cycle More than 2 1/2 hours late 3, 4 Regular
printed reports is scheduled to complete
---------------------- ---------------------------- ------------------------------ ------------------ ---------------------
B. Availability of 9:00 a.m. of day after cycle More than 5 hours late 3, 4 Regular
fiche is scheduled to complete
---------------------- ---------------------------- ------------------------------ ------------------ ---------------------
C. On-line report (i) Daily average of 20 More than 1 hour late Regular
availability minutes after completion
of job creating output
with less than 10,000
lines
(ii)Daily average of 2 hours More than 3 hours late Regular
after completion of job
with more than 10,000
lines
---------------------- ---------------------------- ------------------------------ ----------------- ---------------------
D. Availability of files Within 1 hour of file More than 1 hour late 1, 2, 5 Priority
for download creation
---------------------- ---------------------------- ------------------------------ ----------------- ---------------------
E. Transmission of Within 1 hour of file More than 1 hour late 1, 2 Priority
external files and creation
receipts (e.g., for
customers of Customer)
----------------------- --------------------------- ------------------------------ ---------------- ---------------------
1. To be established and amended by agreement of the parties from time to time
as reasonably necessary.
C-1
2. Cycle start time plus any time lost to Abends.
3. Print volume greater than average.
4. Print availability after 3:00 a.m.
5. Critical path of cycle less than 5 hours.
PRINT SERVICE LEVEL FAILURES AND PERFORMANCE CREDITS
If EDS fails to perform Services in accordance with the Table A above, Customer
will accrue a performance credit equal to one percent (1%) times the charge for
affected Services (Print) for the month to which such Performance Credit
pertains (a "Performance Credit"). The total aggregate Performance Credits which
may be accrued in any one month for any and all failures by EDS to meet the
Print Service Levels shall equal three percent (3%) of the Print charges under
the Agreement for the month to which such Performance Credits pertain.
In no event will EDS be responsible to meet Print Service Levels, including
Priority Service Levels, or subject to the assessment of Performance Credits, to
the extent that such failure is due in whole or in significant part to (i) acts
or omissions of Customer pursuant to this Agreement, (ii) any force majeure
event described in SECTION 9.3 OF THE AGREEMENT, (iii) scheduled maintenance
downtimes, or (iv) special production jobs, testing procedures, or other
services which are given priority by Customer.
EDS will provide Customer with a monthly status report of performance against
Service Levels and any applicable Performance Credits. Performance Credits will
be reconciled and reflected on the invoice for the second month after the month
in which the Performance Credit accrues.
C-2
- Problem Severity Level definition
- Virus software in use
- List of devices, servers, hubs, routers, switches, etc. The list must include:
- Device name
- IP address
- Admin/login passwords/community strings/MIB (can be provided in a separate
document)
- Location
- OS
- Domain structure
- Function
- Site contact name and number
- Hardware configuration
- Current state of hardware usage
- Outage window
- Virus software name, version, and if running
- Threat detection software name, version, and if running
- Backup software
- Backup details by full and partial
- Last known backup info
- Who is responsible to change tapes
- What is currently done with tapes
SCHEDULE C
PERFORMANCE STANDARDS
TABLE A
----------------- ---------------------------- ------------------------------ ------------------ --------
ITEM ACCEPTABLE PERFORMANCE LEVEL UNACCEPTABLE PERFORMANCE LEVEL MITIGATING FACTORS STATUS
----------------- ---------------------------- ------------------------------ ------------------ --------
II. RESPONSE TIME
----------------- ---------------------------- ------------------------------ ------------------ --------
A. CICS on-line Daily average of 2.0 seconds Daily average of more than 4 1, 8 Regular
response time seconds
----------------- ---------------------------- ------------------------------ ------------------ --------
B. Completion of 6 hours More than 10 hours 3, 4, 5, 7 Priority
batch cycle
after release
of cycle to EDS.
----------------- ---------------------------- ------------------------------ ----------------- --------
C. Start of Daily average of 5 minutes More than 30 minutes 1 Priority
execution of after submission.
manually submitted
production jobs.
------------------ ---------------------------- ------------------------------ ------------------ ---------
D. Start of execution Daily average of 20 minutes Daily average of more than 2 None Regular
of test jobs in after submission hours
immediate execution
classes.
------------------- ----------------------------- ------------------------------- ------------------- ----------
E. Notification to 15 minutes after occurrence More than 30 minutes 6 Priority
Customer that
Abend has occurred.
------------------- ------------------------------ ------------------------------- ------------------- ----------
1. Based upon benchmark results.
2. Measured from time enter key is struck until the time complete response
appears on terminal and system is ready for keying of next transaction.
3. Cycle start time plus any time lost due to Abends.
4. Cycle critical path less than 5 hours.
C-3
5. Delays due to data sets unnecessarily directed to tape instead of DASD.
6. Availability of Customer's designated "on call" representative based on call
list.
7. To be established and amended by agreement of the parties from time to time
as reasonably necessary.
8. TSO on-line response time will be evaluated by both parties. Performance
levels will be established and amended by agreement of the parties from
time to time as reasonably necessary.
C-4
SCHEDULE C
PERFORMANCE STANDARDS
TABLE A
------------------------- ---------------------------- ------------------------------ ------------------ -------
ITEM ACCEPTABLE PERFORMANCE LEVEL UNACCEPTABLE PERFORMANCE LEVEL MITIGATING FACTORS STATUS
------------------------- ---------------------------- ------------------------------ ------------------ -------
III. SYSTEM AVAILABILITY
------------------------- ---------------------------- ------------------------------ ------------------ --------
A. Batch application Daily average of 99.5% during More than 2 hours of 1 Priority
production up-time, i.e., Business Day unavailability on any Business
application environment Day
(CPU, system software,
application software, DASD,
tapes, telecommunications,
VSAM, initiators, etc.) is
fully functional
-------------------------- ----------------------------- ------------------------------ ------------------- --------
B. On-line production uptime, Daily average of 99.5% from More than 2 hours of 1 Priority
i.e., application 7:00 a.m. until all uploads unavailability on any Business
environment (CPU, system are successful and complete Day
software, application during Business Day
software, DASD, tapes,
telecommunications, VSAM,
initiators, etc.) is
fully functional
-------------------------- ----------------------------- ------------------------------ ------------------- --------
C. Development up-time, i.e., Daily average of 99.5% More than 2 hours of 1 Priority
(CPU, system software, during Business Day unavailability on any Business
application software, DASD, Day
tapes, telecommunications,
VSAM,initiators, etc.) is
fully functional
-------------------------- ----------------------------- ------------------------------ ------------------- --------
1. For the purposes of this Table A only, the term "Business Day" will include
holidays.
C-5
SCHEDULE C
TABLE B
-------------------- ----------------------------- ------------------------------- -------------------
STATUS I. II. III.
NUMBER OF DAYS* FOR MEASURING NUMBER OF DAYS* OF INCIDENTS OF CURE PERIOD*
SUBSTANDARD PERFORMANCE SUBSTANDARD PERFORMANCE
-------------------- ----------------------------- ------------------------------- -------------------
1. Regular
A. Acceptable Performance ▇▇▇▇▇ ▇▇ ▇ ▇▇
▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Performance Level 45 3 5
--------------------- ----------------------------- ------------------------------- -------------------
2. Priority
A. Acceptable Performance ▇▇▇▇▇ ▇▇ ▇ ▇
▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Performance Level 45 3 2
--------------------- ----------------------------- ------------------------------- -------------------
* Measured by Business Days
--------------------- ----------------------------- ------------------------------- -------------------
The parameters in the table above will be evaluated and amended by agreement of
the parties from time to time as reasonably necessary.
C-6
SCHEDULE C
Table C
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
ID SERVICE ACTIVITY COVERAGE CRITICAL/POSITIVE SERVICE LEVELS SLA REPORTING STATUS AND
CATEGORY HOURS IMPACT SERVICE (MONTHLY AVERAGE) DOCUMENT PENALTY/
LEVELS POSITIVE
IMPACT
PERCENTAGE
(SEE TABLE B)
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- -------------
a) LAN Network Notify IBT of 24 X 7 Within 5 minutes of Performance Regular
Monitoring LAN Network failure Report
Failures
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- -------------
b) LAN Management Identify/Verify/ 24 X 7 X During Hours of Performance Priority
Log and Begin 1% Coverage: Within 5 Report
Corrective Action minutes of automated
on Critical Alarms alarm notification or
for Hubs and user notification
Routers.
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- -------------
c) LAN Management Notify IBT of 24 X 7 Verified Critical Performance Regular
Component Failures Alarms, within 5 Report
minutes of Logging
in Call Management
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- -------------
d) LAN Management Achieve LAN 7AM-7PM X 99.5% Scheduled Performance Priority
Availability* M-F 1% Availability Report
C-7
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
ID SERVICE ACTIVITY COVERAGE CRITICAL/POSITIVE SERVICE LEVELS SLA REPORTING STATUS AND
CATEGORY HOURS IMPACT SERVICE (MONTHLY AVERAGE) DOCUMENT PENALTY/
LEVELS POSITIVE
IMPACT
PERCENTAGE
(SEE TABLE B)
--------- -------------- ---------- ------------- -------------------- ------------------ --------------- ---------------
e) Server Notify IBT of 24 X 7 Within 5 minutes Performance Regular
Monitoring Server Failures of failure Report
--------- -------------- ---------- ------------- -------------------- ------------------ --------------- ---------------
f) Server Identify/Verify/ 24 X 7 X Hours of Coverage: Performance Priority
Administration Log and Begin 1% Within 5 minutes of Report
and Management Corrective Action automated alarm
on Critical Alarms notification or
for Servers. user notification
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
g) Server Server 7AM-7PM X 99.5% Scheduled Performance Priority
Administration Availability* M-F 1% Availability- Report
and Management Class A, B & C
servers
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
h) Server Adjust User Disk 7AM-7PM Complete within 2 Performance Regular
Administration Restriction M-F business days Report
and Management Limitations (Upon approved
Request)
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
i) Server Create Print 7AM-7PM LESS THAN OR EQUAL Performance Regular
Administration Queues for M-F TO 2 Business days Report
and Management Installed LAN (Upon Approved
Printers Request)
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
j) Server Perform File 7AM-7PM File Recovery: Performance Regular
Administration Restorations M-F LESS THAN OR EQUAL Report
and Management (On-Site Data TO 4 hours (Upon
Recovery) Request)
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
k) Server Perform File 7AM-7PM LESS THAN OR EQUAL Performance Regular
Administration Restorations M-F TO 24 hours (From Report
and Management From Tape (Off- tapeavailability &
Site Data upon request)
Recovery)
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
C-8
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
ID SERVICE ACTIVITY COVERAGE CRITICAL/POSITIVE SERVICE LEVELS SLA REPORTING STATUS AND
CATEGORY HOURS IMPACT SERVICE (MONTHLY AVERAGE) DOCUMENT PENALTY/
LEVELS POSITIVE
IMPACT
PERCENTAGE
(SEE TABLE B)
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
l) Server Treat Virus 24 X 7 Notify Customer Performance Regular
Administration Detection as virus has been Report
and Management Critical Alarm detected: Less
and Identify/ than -5
Eradicate minutes Virus
Viruses eradication:,
6 hours
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
m) Access Services Build/Activate/ 7AM-7PM LESS THAN OR EQUAL Performance Regular
Delete an ID M-F TO 2 Business days Report
Change Access (Of receipt of
Rights approved Request)
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
n) Access Services Disable an ID 7AM-7PM LESS THAN OR EQUAL Performance Regular
M-F TO 1 business hour Report
(Of receipt of
approved Request)
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
o) Access Services Password Reset 7AM-7PM LESS THAN OR EQUAL Performance Regular
M-F TO 15 minutes (Of Report
validation)
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
p) Help Desk Answering the 7AM-7PM LESS THAN OR EQUAL Telephone Regular
Call M-F TO 30 seconds Statistics
Report
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
q) Help Desk Tracking 7AM-7PM LESS THAN OR EQUAL Telephone Regular
Abandoned Calls M-F TO 10% Calls on ACD Statistics
hold Report
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
r) Help Desk Initial 7AM-7PM GREATER THAN OR Closed Call Regular
Resolution M-F EQUAL TO 80% Report
Rate Problem call
resolved (Access,
Email)
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
s) Help Desk Problem Closure/ 7AM-7PM At the close of Monthly Regular
Verification M-F each business day, Call Aging
(call user) the number of open Report
problem calls will
not exceed 10% of
that day's total
logged problem
calls
--------- -------------- -------------- ------------- -------------------- ------------------ --------------- ---------------
*Customer will provide an adequate test environment with both Customer and EDS
signing off on all changes.
o Coverage outside of Coverage Hours (see chart above) will be provided as
needed via pager support
o Emergency change requests will be escalated upon receipt of approved request
C-9
- EDS is not responsible for failure to comply with the Performance Standards
set forth above in this Attachment 3 to the extent caused by computer
hardware failures, environmental equipment or services failures (e.g.,
HVAC) application software failures, or force majeure events
Server availability will be calculated as follows:
Availability is the actual uptime percentage based on scheduled uptime
requirements.
FORMULA
Monthly Scheduled Minutes - Outage Minutes
-------------------------------------------
Monthly Scheduled Minutes
Monthly Scheduled Minutes = 12 hours X 60 minutes X Number of business days in a
month, minus scheduled maintenance
Outage Minutes are all downtime minutes caused by EDS' failure to perform the
Services not including scheduled downtime.
CRITICAL SERVICE LEVELS, PERFORMANCE CREDITS, AND INCENTIVE CREDITS
I. SERVICE LEVELS. At a date to be mutually agreed, EDS will perform the
Services at a level that will meet or exceed the service levels set forth in
this SCHEDULE C (the "Service Levels"). Service levels will be measured
monthly.
II. CRITICAL SERVICE LEVELS AND POSITIVE IMPACT SERVICE LEVELS. Certain Service
Levels include (a) Critical Service Levels, the non-attainment of which may
have a critical, adverse impact upon IBT's business or its operations,
(b) Positive Impact Service Levels, the attainment of which may have a
substantial positive impact upon IBT's business or its operations, and
(c) Target Service Levels between the Critical Service Levels and Positive
Impact Service Levels, which constitute goals for such Service Levels.
(a) CRITICAL SERVICE LEVEL FAILURES AND PERFORMANCE CREDITS. If EDS fails to
perform Services in accordance with the applicable Critical Service
Level on average in any consecutive three month period, then, subject to
the other provisions of this SECTION II, IBT will accrue a performance
credit equal to the percentage amount specified for the affected
Critical Service Level times the charge for Services for the month to
which such Performance Credit pertains (a "Performance Credit"). The
total aggregate Performance Credits which may be accrued in any one
month for any and all failures by EDS to meet the Critical Service
Levels shall equal three percent (3%) of the charges under the Agreement
for the month to which such Performance Credits pertain.
C-10
(b) EXCLUSIONS. In no event will EDS be responsible to meet Service Levels,
including Critical Service Levels, or subject to the assessment of
Performance Credits pursuant to SECTION II(a), above, to the extent that
such failure is due in whole or in significant part to (i) acts or
omissions of IBT pursuant to this Agreement, (ii) any force majeure
event described in SECTION 9.3 OF THE AGREEMENT, (iii) scheduled
maintenance downtimes, or (iv) special production jobs, testing
procedures, or other services which are given priority by IBT.
(c) ACHIEVEMENT OF POSITIVE IMPACT SERVICE LEVELS AND INCENTIVE CREDITS. If
EDS performs Services that meet or exceed an applicable Positive Impact
Service Level on average in any consecutive three month period, then EDS
will accrue an incentive credit equal to the percentage amount specified
for such Positive Impact Service Level times the charges for Services
for the month to which such Incentive Credit pertains (an "Incentive
Credit"). The total aggregate Incentive Credits which EDS may receive in
any one month for any and all Positive Impact Service Levels it meets
shall equal three (3%) of the of the total monthly Charges payable under
this Agreement for such month.
(d) REPORTING/RECONCILIATION. EDS will provide IBT with a monthly status
report of performance against Service Levels and any applicable
Performance Credits or Incentive Credits. Performance Credits and
Incentive Credits will be reconciled and reflected on the invoice for
the second month after the month in which the Performance Credit or
Incentive Credit accrues.
(e) EFFECT OF EXPIRATION OR TERMINATION. Any net amount of Performance
Credits or Incentive Credits not credited as of the termination or
expiration date of this Agreement will be appropriately reflected in the
final invoice from EDS to IBT.
C-11
Attachment 4
Schedule D
Schedule D
Additional Services
Schedule D-1 - Network and Server Management Services
Schedule D-2 - Strategic Consulting Services
Schedule D-1
Network and Server Management Services
1. GENERAL. EDS will perform network and server management services for access
by End-Users to the local-area network (LAN), servers, printers and other
networked devices that can be accessed by the EDS monitoring systems and that
are accessible through Customer's network as described in this Schedule D-1.
A process integration workshop will be held January 2000 to define Customer's
network and server life cycle and the integration of EDS services into the
customer's environment. The development of mutually agreed upon change and
problem management process are included in Schedule E - Processes and
Procedures.
2. TERM, CHARGES AND PERFORMANCE STANDARDS. EDS will provide the network and
server management services described in this Schedule D-1 commencing on the
dates set forth below through December 31, 2005, unless the Agreement is
terminated earlier. The applicable charges are described in Schedule A, and the
applicable performance standards are described in Schedule C.
Network and Server Service Commencement Dates:
Customer and EDS will establish a mutually agreeable schedule for the
commencement of Monitoring, Management, and Help Desk Services no later than
January 31, 2000. Customer agrees to notify EDS, in writing, and at least 30
days in advance, of the desired commencement dates for each of the Services.
Customer agrees that the commencement date of Monitoring Implementation will be
no later than April 1, 2000, and the commencement of Management and Help Desk
Implementation will be no later than July 1, 2000.
3. DEFINITIONS. The following definitions apply only to network and server
management services, and are intended to augment, not replace, definitions in
the Agreement:
Availability - The time that a particular service or system is
accessible by an End-User. Availability is measured in units of time.
End-User - Those Customer employees who have access to the LAN via a
user I.D.
Help Desk - Customer and EDS resource for problem determination,
resolution, reporting and escalation services. EDS Help Desk will be
responsible for Level 1 resolution of password resets. Customer Help
Desk will be ▇▇▇▇▇ ▇ and escalation resource for all other problems.
LAC - Logical Add or Change - Modification of network access, email or
security services (including but not limited to setting up IDs, access
to server data, and access to the network) for an End-User.
1
LAN - Local Area Network - The communications system located at
Customer's campus environment primarily at Customer's corporate head
office located in the ▇▇▇▇ ▇▇▇▇▇▇▇ building in Boston, Massachusetts
that links servers via a wiring-based cabling scheme. The LAN connects
PCs, workstations and servers together to allow End-Users to
communicate and share resources such as hard disk storage and printers.
MAC - Move-Add-Change - The on-site physical movement or enhancement of
system functionality.
Resolution - Closure of a Service Request ticket to the satisfaction of
the End-User that originated that particular Service Request ticket.
Service Request - A request for service by an End-User to a Help Desk.
4. END-USER SUPPORT. End-User support provides direct interaction between
End-Users and the Help Desk. During the first 90 days after the Effective Date,
mutually agreed upon Help Desk problem processes and procedures will be define
and incorporated into Schedule E of this Agreement.
4.1 HELP DESK
(a) Customer and EDS will provide Help Desks. EDS Help Desk will be
responsible for Level I resolution of password resets. Customer Help
Desk will be Level I and escalation resource for all other problems.
The Help Desk, is the first level ("Level I") problem resolution
service for End-Users. In the event a problem call cannot be resolved
over the telephone by the Level I Help Desk, the Help Desk provides an
escalation point to second level ("Level II") services such as hardware
and software support, and coordinates with other sources of support as
necessary.
(b) End-Users will direct all calls to the Customer Help Desk, except
in the case of password reset requests, which will go directly to the
EDS Help Desk.
4.1.1 EDS RESPONSIBILITIES:
(a) EDS will provide a dedicated toll-free telephone number for
End-Users to reach the EDS Help Desk for password reset issues and a
dedicated toll free number for the Customer Help Desk to forward
network and system related problem calls to the EDS Help Desk.
(b) The EDS Help Desk will be responsible for LACs for user IDs and
privileges.
(d) The EDS Help Desk will resolve password, E-mail and logical
connectivity problem calls, or escalate them to other EDS personnel for
resolution.
(e) EDS will refer to the Customer Help Desk all hardware, software and
other problem calls that require on-site resolution.
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(f) EDS will provide the Customer Help Desk read/write access to the
REMS problem management system in accordance with Schedule A, Price
Schedule.
4.1.2 CUSTOMER RESPONSIBILITIES:
(a) Customer will set End-User expectations with respect to benefits,
hours of service coverage and response times in accordance with defined
service levels.
(b) Customer will provide physical support.
(c) Customer will be handle application, desktop support, MACs and
hardware calls.
4.2 SERVICE REQUEST TRACKING. Service Request tracking is the process used
to log, monitor and report on Service Requests.
4.2.1 EDS RESPONSIBILITIES:
(a) EDS will make security changes and establish user IDs on the
servers and network.
(b) EDS will log, monitor and report on Service Requests.
4.2.2 CUSTOMER RESPONSIBILITIES:
(a) Customer will provide information requested to resolve the
problem.
(b) Customer will be financially responsible for third party vendors.
4.3 RESOLUTION MANAGEMENT. Resolution management is managing the processing of
Service Requests, from initial inception to closure.
4.3.1 EDS RESPONSIBILITIES:
(a) The EDS Help Desk will be responsible for logical network and
system Service Requests from receipt through resolution.
Resolution is determined by the End-User and pursued by the EDS
Help Desk through established follow-up procedures.
(b) EDS will provide Help Desk reports and data files as mutually
agreed upon.
4.3.2 CUSTOMER RESPONSIBILITIES:
(a) Customer will provide information requested to resolve any
problems.
(b) Customer will provide third party vendor support.
(c) The Customer will provide all on-site support.
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5. NETWORK AND SERVER MANAGEMENT. Network and server management is the
management of the network infrastructure and shared servers to mutually agreed
levels of performance and availability. Customer will retain financial
responsibility and for ownership of all hardware and software.
5.1 NETWORK MONITORING. Network monitoring keeps track of network availability,
LAN segments utilization and resource performance. In addition, it identifies
problems before Customer is affected and provides information about network
utilization.
5.1.1 EDS RESPONSIBILITIES:
(a) EDS will monitor the network resources and maintain logical
availability for all monitored devices.
(b) EDS will provide availability reports (See Exhibit A - Report List)
to Customer monthly capturing the time the network was available (up
time). Up time excludes scheduled maintenance.
5.1.2 CUSTOMER RESPONSIBILITIES:
(a) Customer will provide feedback on the metrics, intervals, thresholds
and reports.
(b) Customer where necessary will help to resolve problems detected by
EDS.
(c) Customer will provide current network documentation with the
following components:
(1) Network topology diagrams depicting resource relationships,
network names and addresses, and device locations.
(2) Customer contact and designated back-up resources including
name, phone number, off-hours contact and office location.
(3) A list of nodes (IP addresses and routers) and segments
(location segment I.D., hub I.D., hub card, hub ports) to be
monitored for performance.
(4) Community string and Management Information Base (MIB) listing.
5.1.3 JOINT RESPONSIBILITIES:
(a) Customer and EDS will define appropriate server utilization metrics
and thresholds for monitoring and reporting.
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5.2. SERVER MONITORING. Server monitoring consists of monitoring the
availability and utilization of system resources including storage area networks
within Customer's client/server computing environment. Server availability is
monitored through periodic polling of system resources and by processing alerts
that are generated by system resources.
5.2.1 EDS RESPONSIBILITIES:
(a) EDS will monitor the following items:
(1) Disk utilization.
(2) CPU utilization.
(3) Uptime analysis.
(4) Memory utilization.
(b) EDS will provide server monitoring event notification to the
Customer Help Desk.
(c) EDS will provide system management console applications and the
resources to support these system management applications.
(d) EDS will generate, analyze and review monthly reports with
Customer. EDS will report system performance threshold exceptions to
Customer.
5.2.2 CUSTOMER RESPONSIBILITIES:
(a) Customer will help determine server utilization thresholds and
establish primary working hours and maintenance window.
(b) Customer will procure the mutually agreed upon software, initial
management agents and licenses. In the future, EDS may propose or
require upgrades to these items to provide enhanced service
capabilities.
(c) Customer will provide the following completed current documentation:
(1) Customer contact and back-up personnel information for managed
resources, including name, phone number, pager number, off-hours
contact, office location and electronic mail address.
(2) Critical system applications and data sources.
(3) Current escalation procedures for all servers monitored.
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(d) Once service has begun, Customer will:
(1) Provide EDS with updated contact information.
(2) Notify EDS prior to any changes to the server, network and
supply maintenance windows.
5.2.3 ASSUMPTIONS:
(a) A graphical representation of Customer's network on EDS' network
management maps is to be created.
(b) Customer and EDS will work together to generate a baseline report
of system performance within an agreed-upon time.
(c) Customer and EDS have established and approved services to be
provided (i.e., server processes, system monitoring, disk utilization
levels and Central Processing Unit (CPU) utilization levels).
(d) Customer will configure managed devices with SNMP agents (or other
tools necessary). This includes all file servers for performance data
and alarm generation.
(e) Customer and EDS will develop and approve escalation procedures.
(f) Devices being monitored have adequate disk space and memory
available.
5.3 SERVER MANAGEMENT. Server management is the management of network resources
including storage area networks to maintain the optimum server environment and
provide centralized control of resource configurations.
5.3.1 EDS RESPONSIBILITIES:
(a) EDS will measure and record data and provide report information
regarding the performance and capacity of the managed servers. A
schedule of reports are included in Exhibit A - Report List. .
(b) EDS will perform long-term trending of the utilization of key
system resources and recommendations for replacement/upgrade of
resources.
(c) EDS will generate utilization and availability reports containing
such information and being in a format and at a frequency as mutually
agreed.
5.3.2 CUSTOMER RESPONSIBILITIES:
(a) Customer will participate in periodic meetings with EDS to review
resource utilization and trends.
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(b) Customer will procure the mutually agreed upon software and
licenses. In the future, EDS may propose or require upgrades to provide
enhanced service capabilities.
5.3.3 PERFORMANCE TUNING. Performance tuning is making minor modifications, such
as modification of operating system software, to existing network and system
configurations to enhance system responsiveness and throughput.
5.3.3.1 EDS RESPONSIBILITIES:
(a) EDS will conduct performance tuning according to mutually agreed
thresholds.
5.3.4 PRINTER AND PERIPHERAL DEVICE DEFINITION/QUEUE MANAGEMENT. Printer and
peripheral device definition involves the logical addition and deletion of
printers and other peripherals to the network and the management of the print
queue.
5.3.4.1 EDS RESPONSIBILITIES:
(a) EDS will remotely configure network printers and print queues. The
queue manager has the ability to schedule, delete and pause print jobs.
5.3.5 FILE SERVICES. File services include configuration of system disks for
areas to be used for the operating system, swapping or
paging, temporary files and End-User data.
5.3.5.1 EDS RESPONSIBILITIES:
(a) EDS will configure the system disks to be used for operating system
areas, swap or paging areas, an area for the system to use for
temporary files, an application area and End-User area.
(b) EDS will maintain network file services by documenting and
verifying that proper naming standards and End-User permissions are
used for directories and files.
5.3.6 NAMING STANDARD SERVICES. Naming standard services is the establishment
and maintenance of standards for names and addresses to ensure consistency
within the Customer environment.
5.3.6.1 EDS RESPONSIBILITIES:
(a) EDS will coordinate names and addresses to provide consistency
within the environment and to provide server administration.
5.4 SECURITY MANAGEMENT. Security Management is the security process that
protects EDS and Customer assets from threats through the following actions:
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(a) Scanning the network resources for viruses.
(b) Establishing secure information access and usage.
(c) Authorizing and authenticating access to resources.
(d) Complying with all industry standard audit regulations.
(e) Backing-up and restoring data and application files.
5.4.1 EDS RESPONSIBILITIES:
(a) EDS will assist Customer in developing a mutually agreed upon
security policy and standards.
(b) EDS will manage supervisory access to administer servers.
(c) EDS will manage resetting passwords so that only authorized
End-Users are provided with password resets.
(d) EDS will generate and provide monthly user I.D. administration and
audit trail reports.
(e) EDS will monitor EDS managed nodes for compliance with the mutually
agreed upon security standards.
(f) EDS will investigate, report and resolve security issues.
(g) EDS will separate security and server administrator responsibility/
capability as necessary.
(h) EDS will generate a monthly report detailing invalid log in
attempts, changes in user IDs and groups, and password resets.
5.4.2 CUSTOMER RESPONSIBILITIES:
(a) Customer will communicate the security policy to Customer's
End-User community.
(b) Customer will conform to and enforce mutually agreed upon security
requirements.
(c) Customer will provide authorized Customer contact(s) information
for managed resources including name, phone number, off-hours
contact and office location. This contact will work closely with
EDS security administration staff.
(d) Customer will provide a contact to review security reports.
8
(e) Customer will communicate any changes in End-User authorizations
or data ownership to EDS.
(f) Customer will provide to EDS all required information to set up the
security management activities. This includes communicating current
End-User security levels, providing a list of nodes and addresses,
and providing network topology diagrams depicting resource
relationships, network names and addresses, and device locations.
5.4.3 THREAT DETECTION AND COMPLIANCE MONITORING. Threat detection proactively
monitors system and End-User activity for inappropriate and unauthorized
activities or access attempts
5.4.3.1 EDS RESPONSIBILITIES:
(a) EDS will notify Customer of newly identified vulnerability.
5.4.3.2 CUSTOMER RESPONSIBILITIES:
(a) Customer will determine severity of vulnerability and level of
control required to mitigate risk or accept associated risk.
(b) Customer will supply virus detection software.
5.5 SERVER VIRUS DETECTION AND REPAIR. Server virus detection and repair
safeguards data from damage by computer codes hidden in software that can
corrupt and destroy valuable programs and data.
5.5.1 EDS RESPONSIBILITIES:
(a) EDS will provide detection and correction of viruses on servers.
(b) EDS will assist with detection and removal of viruses from
End-User desktop systems and attempt to remove virus from all known
locations (determine where virus came from and remove).
(c) EDS will manage the removal of existing viruses from all files,
boot sectors, (used to load the operating system) and partitions, while
limiting damage to data.
(d) EDS will communicate potential virus problems, what to look for and
how to resolve in order to avoid new virus infestations.
(e) EDS will maintain current signature file with up-to-date virus
signature information including emergency file updates.
(f) EDS will provide the continuous monitoring and correction for
viruses on shared servers.
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5.5.2 CUSTOMER RESPONSIBILITIES:
(a) End-Users will notify EDS immediately if a virus is detected on
their desktop system.
5.6 BACK-UP AND RESTORE. Back-up and restore maintains the availability of data
and programs by backing-up, storing and restoring such data and programs.
5.6.1 EDS RESPONSIBILITIES:
(a) EDS will manage and monitor the back-up server and media devices
located at Customer's site(s).
(b) EDS will perform mutually agreed upon regularly scheduled back-ups
of Customer data.
(c) EDS will document and maintain a back-up and restore plan in
conjunction with Customer. The back-up plan includes the following
elements:
(1) Maintain browse and retention periods.
(2) Obtain authorization prior to restoring any file.
(3) Monitor the off-site storage process.
(4) Recommend back-up hardware and software schemes as required.
(6) Monitor restore requests to ensure completion.
(7) Generate back-up reports.
(8) Provide the ability to reconstruct any server data at a given
site.
(9) Review and update back-up scheme as required.
(10) Recommend service of tape units, CD-jukeboxes and other
equipment.
(e) EDS will log back-up activity and will track and report daily the
following information:
(1) Amount of data backed up.
(2) Back-up success percentage.
(3) Reason for any unsuccessful back-up.
(4) Number of restore requests.
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(5) Unsuccessful restore requests and the reasons therefor.
(6) Restore request success percentage.
5.6.3 CUSTOMER RESPONSIBILITIES:
(a) Customer will provide proper authorization for restoration of
data.
(b) Customer will provide input to the back-up cycle time. The back-up
cycle time is the time required to complete back-ups for all client
servers.
(c) Customer will make the servers available for back-ups.
(d) Customer will review back-up reports.
(e) Customer will ensure equipment is properly maintained.
(f) Customer will work with EDS to communicate back-up and restore
policies and procedures to all End-Users.
(g) Customer will move back-ups to offsite storage location.
(h) Procure expendable supplies (tapes, cleaning supplies, etc.).
5.6.4 JOINT RESPONSIBILITIES:
(a) Customer and EDS will define back-up methodologies/strategies.
(b) Customer and EDS will define browse and retention periods.
(c) Customer and EDS will identify levels of authentication needed for
restores of any file.
(d) Customer and EDS will analyze equipment resources to ensure that
appropriate network facilities, hardware and software is installed and
operational to conform to the back-up cycle completion requirements.
(e) Customer and EDS will provide sufficient personnel to handle
back-up and restore requests.
(f) Customer and EDS will coordinate and configure back-up hardware
and software.
(g) Customer and EDS will coordinate storage management hardware and
software.
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5.7 NETWORK DEVICE MANAGEMENT. Network device management and monitoring remotely
maintains the configuration of network devices and monitors the operating
environment for error conditions.
5.7.1 EDS RESPONSIBILITIES:
(a) EDS will set the following operational parameters, port
configurations and management software activities:
(1) Device chassis configuration.
(2) Device segmentation configuration.
(3) Device port configuration including port activation/
de-activation.
(4) Device management software upgrades and re-initialization.
(5) Device management security configuration.
(6) Device hardware failure detection and notification.
(7) Associate a Network Interface Card (NIC) to a specific port.
(8) Change community strings (password) to the device.
(9) Identify where errors on the segment are being generated.
5.8 LAN SEGMENT UTILIZATION AND NETWORK UTILIZATION. LAN segment utilization and
network utilization determines the baseline performance of the network during a
defined time frame and collects performance data.
5.8.1 EDS RESPONSIBILITIES:
(a) EDS will monitor LAN segment utilization and network utilization
and perform comparisons of utilization to baseline which will be set
jointly by EDS and Customer.
(b) EDS will upgrade the monitoring platforms, as required, to enhance
service capabilities. This may occur because of advances in software
provided by a vendor or modifications to existing software developed by
vendors or EDS.
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Exhibit A
Report List
The final list of reports, format and report frequency will be developed by
mutual agreement during the first 90 days after the Effective Date. Reports may
change by mutual agreement due to Customer's business requirements or
implementation of improved reporting tools and data collection methods.
Schedule D-2
Strategic Consulting Services
1. GENERAL. EDS will provide strategic technology consulting services to
Customer. These services have the objective of (a) identifying and
translating Customer's business goals, technology policies and existing
infrastructure into a set of infrastructure requirements that are mutually
determined by Customer and EDS, and (b) creating a high-level, phased
implementation strategy. EDS will help Customer coordinate its technology
initiatives with an integrated view, define the end state IT architectures,
and develop technology policies, guidelines and recommendations in
conjunction with a strategic transition plan.
2. TERM AND CHARGES. EDS will provide the strategic consulting services
described in this Schedule D-2 from January 1, 2000 through December 31, 2005,
unless the Agreement is terminated earlier. The applicable charges for strategic
consulting services are described in Schedule A.
3. STRATEGIC CONSULTING PROJECTS:
3.1 ENTERPRISE ARCHITECTURE/IT PLAN. Enterprise Architecture is a
long-term strategic IT plan that provides a comprehensive and
deliberate approach for aligning technology and business strategies
within a best-practices IT framework. This framework helps Customer
respond to an increasingly complex and rapidly changing business and
technology environment. The frameworks and plan will address the
challenge of providing the appropriate technology direction and IT
guidelines necessary to support an organization's business vision,
goals, and processes with enabling technology. The planning process
delivers technology policies, guidelines, IT architectures, and
recommendations in conjunction with a strategic transition plan, thus
giving the client a technology plan for moving from the current state
to the desired state. A workshop to develop an IT plan will be held
annually to define Customer's IT road map. Included will be a further
definition of Customer's and EDS' roles and responsibilities as they
relate to Customer-retained services and EDS contracted services. The
deliverables of the IT planning consulting engagement will be as
mutually agreed by IBT and EDS.
3.1.1 EDS RESPONSIBILITIES:
(a) EDS will facilitate the annual IT planning session to
define the business and technology drivers that provide
the impetus of major IT initiatives over the one year
planning period.
(b) EDS will work with Customer management to jointly
establish a technology policy that identifies the
"building codes" or standards and architectural
guidelines needed for enterprise technology planning and
infrastructure and application development
1
(c) EDS will define a technical information architecture
consisting of the components and precepts needed to
support the IBT's business information management.
(d) EDS will create an application architecture consisting
of components needed to achieve a consistent application
development or acquisition environment and application
portfolio.
(e) EDS will create an infrastructure architecture
consisting of components needed to deploy system
services, operating systems, platforms, and networks
across the enterprise.
(f) EDS will define a systems management architecture that
supports enterprise IT operations, including service
management, network management, and element management.
3.1.2. CUSTOMER RESPONSIBILITIES:
(a) Customer will work with EDS to jointly determine the
appropriate level of IT plan and its application into
Customer's business environment, based on Customer's
business strategy.
(b) Customer will define, document in writing and make known
to EDS its standards and requirements with respect to
technology planning.
(c) Customer will provide a representative to work with EDS
for the Information technology planning process.
3.1.3 JOINT CUSTOMER AND EDS RESPONSIBILITIES:
(a) Customer and EDS will jointly determine the level of
technology and its application into Customer's standard
environment. Customer and EDS will investigate emerging
technologies to identify business improvements with and for
Customer.
(b) Customer and EDS will jointly develop a IT plan that will
be updated annually (the "Technology Plan"). The Technology
Plan will address Customer's changing business needs and
leverage emerging technologies. The plan will be a document
whose purpose will be to:
(1) Establish a foundation for a secure, distributed
client/server environment that can be managed with a
maximum of reliability and uniformity at a reasonable
cost.
(2) Provide input to an annual capital and operating
budget.
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(3) Promote information sharing, corporate efficiency
and End-User effectiveness.
(4) Expand the use of information technology, where
applicable, while attempting to maintain operating
costs.
(c) Customer and EDS will jointly develop a transition plan
that identifies and prioritizes high-level project initiatives
for transforming the current IT environment to the target
environment over a three-to five-year period as well as
proving interim guidelines for immediate and tactical
projects.
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Attachment 5
Schedule E
Processes and Procedures
Schedule E
Processes and Procedures
Change Management
Problem Management
Customer and EDS will define and implement mutually agreed upon Change
Management and Problem Management processes and procedures during the
first 90 days after the Effective Date which will be incorporated into
the Agreement as Exhibit E.
EDS and Customer will jointly schedule normal server maintenance
activities with the intent to mitigate or minimize additional charges
from EDS.