EXHIBIT 10.10
CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN
REDACTED PURSUANT TO A REQUEST FOR CONFIDENIAL
TREATMENT PREVIOUSLY GRANTED BY THE COMMISSION UNDER
OF THE SECURITIES AND EXCHANGE ACT OF 1934,
AS AMENDED, AND THE SPECIFIC PORTIONS THAT THE
REGISTRANT DESIRES TO BE KEPT CONFIDENTIAL ARE
MARKED WITH *** AT THE REDACTED PORTION AND FOOTNOTED
"CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY
WITH THE COMMISSION"
Transaction Document February 25, 2003
CERTEGY/IBM CONFIDENTIAL
CERTEGY/IBM
MASTER AGREEMENT FOR OPERATIONS SUPPORT SERVICES
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
1.0 INTRODUCTION
This Transaction Document, effective as of March 5, 2003 (the "Effective Date"),
is entered into by Certegy Inc., a corporation having its primary place of
business at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Certegy"), and
International Business Machines Corporation ("IBM"), having offices located at
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Services (as defined herein) will be
provided by IBM to Certegy under the terms and conditions of the Master
Agreement for Operations Support Services dated June 29, 2001 between Certegy
and IBM, as amended from time to time (the "Master Agreement"), and this
Transaction Document, its Supplement and its Schedules A through V attached
hereto for each Tower (this "Transaction Document"). Terms and conditions that
are specific to this Transaction Document, but do not deviate from or conflict
with the provisions of the Master Agreement, are set forth in Section 4.0 hereof
entitled "Transaction Unique Terms." Terms and conditions of this Transaction
Document that deviate from or are in conflict with the Master Agreement are set
forth in Section 5.0 hereof entitled "Deviations from Terms of the Master
Agreement." In the event of a conflict between the provisions of this
Transaction Document and the Master Agreement, the provisions of the Master
Agreement shall be controlling except for the deviating and conflicting
provisions set forth in Section 5.0 hereof, which will control over the
provisions of the Master Agreement.
2.0 DEFINITIONS
Terms capitalized herein but not defined herein shall have the meaning set forth
in the Master Agreement and the Schedules attached hereto. Terms capitalized and
defined herein shall have the meaning set forth herein.
a. Commencement Date has the meaning set forth in Section 4.1 herein.
b. Contract Year means the consecutive twelve month period beginning
September 1 continuing through August 31 of the following year during
the Term of this Transaction Document. The first Contract Year shall
begin on September 1, 2003.
c. Custom Utility Software means code which causes the Applications
Software and/or Systems Software and/or the Machines and/or Services
to function, operate and/or communicate as part of an integrated
compatible system in connection with the Services.
d. Customer Data means any information contained in a Customer Database.
e. Customer Database means any database at any time established (whether
in magnetic, paper or other form) by, or on behalf of, or at the
direction of, Certegy or an Authorized
Transaction Document February 25, 2003
CERTEGY/IBM CONFIDENTIAL
User under this Transaction Document which contains information
relating to Certegy or its Authorized Users (including account and
transaction data).
f. Certegy Data Center means the Certegy data center located in St.
Petersburg, Florida, from which IBM provides the majority of the
Services.
g. Disaster Recovery Plan has the meaning set forth in Schedule G to this
Transaction Document.
h. Effective Date has the meaning set forth in Section 1.0 herein.
i. Excusable Downtime has the meaning set forth in Schedule S to this
Transaction Document.
j. Facilities--means any location: (1) owned, leased, rented, or used by
Certegy that IBM may use in providing the Services; and (2) that is
listed in Schedule T (Facilities).
k. IBM Data Center means the IBM data center from which IBM provides
console operations activities in support of the Services.
l. IBM Help Desk means an IBM Customer Service Center from which IBM
provides Help Desk Services.
m. IBM Logo Products means products made generally available by IBM or an
Affiliate of IBM and bearing a logo of IBM and/or an IBM Affiliate.
n. Master Agreement has the meaning set forth in Section 1.0 herein.
o. Procedures Manual has the meaning set forth in Section 4.6 herein.
p. Scheduled Downtime has the meaning set forth in Schedule S to this
Transaction Document.
q. Sensitivity Factor has the meaning set forth in Schedule J 3.0 to this
Transaction Document.
r. Services has the meaning set forth in Section 3.1 herein.
s. Systems management Control (SMC) has the meaning set forth in Section
4.5 herein.
t. Transaction Document has the meaning set forth in Section 1.0 herein.
u. Transition Plan means the plan for transition set forth in Schedule H
to this Transaction Document.
Transaction Document US March 5, 2003
CERTEGY/IBM CONFIDENTIAL
3.0 SERVICES, CHARGES AND CREDITS
3.1 SERVICES
IBM will provide to Certegy the Services for the Mainframe Tower:
- Mainframe Tower includes:
Help Desk Services
Desktop Services
SNA Network Services
The scope and composition of the Services and the responsibilities of the
Parties with respect to the Services are detailed in each Schedule E to this
Transaction Document with respect to the Mainframe Tower, and Schedules A
through V attached hereto.
Any existing and future Projects under this Transaction Document for which IBM
will be responsible will be described in Schedule N. Schedule N shall include,
but not be limited to, project management, design, testing, documentation,
implementation and training responsibilities for each Project and the charges
with respect thereto.
3.2 CHARGES AND CREDITS
In addition to other provisions in the Master Agreement and this Transaction
Document addressing charges and credits, the Supplement and Schedule J hereto
entitled "Charging Methodologies," set forth the pricing, charging methodologies
and measures of utilization for the Services including, without limitation, the
Baselines of Resource Units to be provided to Certegy by IBM hereunder, the
Monthly Charges, Termination Charges and charges and credits for additional and
reduced resources. Further, Schedule J and Schedule S hereto entitled "Service
Levels and Service Credits" set forth certain credits to Certegy and/or charges
to IBM.
4.0 TRANSACTION UNIQUE TERMS
The terms and conditions in this Section 4 are in addition to the terms and
conditions set forth in the Master Agreement, are specific to the Services
arrangement described in this Transaction Document and are not intended to
conflict with or deviate from any of the terms and conditions in the Master
Agreement.
Transaction Document US March 5, 2003
CERTEGY/IBM CONFIDENTIAL
4.1 TERM/COMMENCEMENT DATE
The term of this Transaction Document shall begin on the Effective Date and
expire on August 31, 2013, unless earlier terminated in accordance with the
terms of the Master Agreement or this Transaction Document. Except as provided
in Section 4.3, the Commencement Date of Services is August 31, 2003.
4.2 TECHNOLOGY REFRESH
IBM will refresh (including, without limitation, upgrade, replace, augment,
enhance, etc.) the IBM Machines used by IBM to provide the Services to the
extent provided to Certegy by IBM for this Transaction Document in accordance
with Section 6.2.(a) of the Master Agreement, at a level and with a frequency
that will enable IBM at all times to perform and provide the Services in
accordance with this Transaction Document. Pursuant to Section 6.2(a) of the
Master Agreement, IBM has provided the technology refresh plan to Certegy
showing the timing of the hardware and software upgrades and/or hardware refresh
points during the term of this Transaction Document that are included in the
Monthly Charges and reflected in the Baseline prior to the Effective Date. IBM
will advise Certegy of any proposed changes in its technology refresh procedures
and plans during each Annual Planning Meeting referred to in Schedule J of this
Transaction Document.
4.3 TRANSITION
Schedule H to this Transaction Documents describes the Transition Plan, which
shall begin upon the Effective Date of this Transaction Document. The Transition
Plan, among other things, includes the joint development of the Desktop Refresh
Plan by IBM and Certegy, including the rollout schedule of Desktop Refreshes
("Desktop Refreshes").
4.4 RETURN OF CUSTOMER DATA
If requested by Certegy at any time during the term of this Transaction
Document, IBM shall promptly provide to Certegy, its Authorized Users or its or
their nominees, in a form readily useable, current and updated copies of the
Customer Data and Customer Databases. Certegy shall reimburse IBM for its
reasonable cost, if any, of providing such Customer Data and Customer Databases.
4.5 SYSTEMS MANAGEMENT CONTROLS
During each Annual Planning Meeting referred to in Schedule J, IBM and Certegy
will jointly review the Systems Management Control (SMC) procedures used by IBM,
and IBM will make any reasonable changes that Certegy may request be made to the
standard set of disciplines for managing the information systems used to provide
the Services. This methodology will be applied to all the Services provided
under this Transaction Document, shall be implemented as appropriate to the
individual elements of the Services being provided, and shall be included in the
Procedures Manual.
Transaction Document US March 5, 2003
CERTEGY/IBM CONFIDENTIAL
4.6 PROCEDURES MANUAL
The "Procedures Manual" shall be jointly developed by IBM and Certegy during the
Transition Period and approved by Certegy. The Procedures Manual will govern the
performance of each element of the Services and will establish appropriate
operating procedures, including, without limitation, escalation and problem
resolution procedures, for the Services. During the term of this Transaction
Document, the Parties may incorporate New Services into the Services provided
pursuant to this Transaction Document and will amend the Procedures Manual in
writing accordingly. IBM shall perform all Services in accordance with the
Procedures Manual and the Master Agreement.
4.7 FACILITIES
a. Certegy will provide IBM at no charge with:
1. the use of space and support (including, without limitation, the use
of copiers and fax machines) at Certegy's St. Petersburg, Florida;
Alpharetta, Georgia; Tuscaloosa, Alabama; Madison, Wisconsin; and Salt
Lake City, Utah locations (the "Facilities") reasonably necessary for
the performance of the Services, which shall include all heat, light,
power, air conditioning, uninterruptible power supply and other
similar utilities, reasonable office space as shown in Schedule T of
this Transaction Document, furniture, secure storage space and
equipment staging facilities, local telephone service (long distance
charges will be IBM's responsibility), office support services
(including security and janitorial), and coordination of Facility
access security requirements to be used by IBM in support of the
Services. Certegy will provide IBM with reasonable access to the
Facilities in order for IBM to perform its obligations hereunder in
substantially the same manner as provided to Certegy employees
performing similar job functions; and
2. the same or similar access to Certegy's workplace services, such as
parking and cafeteria facilities, if any, as Certegy provides to its
employees and Subcontractors.
b. If Certegy relocates a Facility, or the portion of a Facility used by IBM
to provide the Services, Certegy will:
1. provide IBM with space and support in the new location that is
comparable to the space and support provided in the previous location;
2. reimburse IBM for any one time or ongoing expenses incurred as a
result of the relocation; and
3. if the relocation impacts IBM's ability to meet the Service Levels,
relieve IBM from the affected Service Levels until the relocation is
complete and the Service Levels are appropriately adjusted.
c. IBM's use of the Facilities does not constitute or create a leasehold
interest.
Transaction Document US March 5, 2003
CERTEGY/IBM CONFIDENTIAL
To the extent that IBM's equipment or software is located at a Facility and such
equipment and/or software is part of the System used to provide the Services,
Certegy appoints IBM as Certegy's attorney-in-fact, with the full authority to
act in its name and stead, for the limited purpose of executing, delivering and
filing, in Certegy's name and on its behalf, financing statements and related
filings in connection with such equipment and software. This limited power of
attorney will be effective as of the Effective Date and will expire upon the
expiration or earlier termination of this Transaction Document.
4.8 ECONOMIC CHANGE ADJUSTMENT (ECA)
An annual Economic Change Adjustment (the "ECA") to certain specified charges
set forth in the Supplement for this Transaction Document shall be determined
and calculated in accordance with Section 3.0 of Schedule J to this Transaction
Document. Such adjustment may increase or decrease the Annual Services Charges,
ARCs, and RRCs ("Charges") in the Supplement. The Charges, to which the annual
ECA will be applied, are specified in the Supplement and Schedule J to this
Transaction Document.
4.9 LIMITATIONS ON RIGHTS TO PERFORM SERVICES FOR OTHERS
Subject to Sections 8.4(c) and 11.2(d) of the Master Agreement, IBM will not:
a. use information regarding the Certegy Business or skills which were
obtained through association with Certegy and which provide Certegy
with a competitive advantage in the Certegy Business to assist
competitors of Certegy, including those identified in Section 4.9(b);
nor
b. REDACTED ***
c. Use these Facilities or the System to provide services to any third
party without prior written approval of Certegy.
4.10 NOTICES
Notices pursuant to Section 17.10 of the Master Agreement, notifications will be
addressed as follows:
For termination, breach or defaults, notify;
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*** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
Transaction Document US March 5, 2003
CERTEGY/IBM CONFIDENTIAL
In the case of IBM: In the case of Certegy:
IBM Global Project Executive Chief Technology Officer
IBM Corporation Certegy Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Alpharetta, Georgia 30004
with a copy to: with a copy to:
IBM General Counsel Law Department
IBM Corporation Certegy Inc.
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ TA-41
Facsimile: 914-766-▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
For all other notices:
In the case of IBM: In the case of Certegy:
IBM Global Project Executive Chief Technology Officer
IBM Corporation Certegy Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Alpharetta, Georgia 30004
IBM Project Executive Chief Information Officer
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc
St. Petersburg, Florida 33716 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
5.0 DEVIATIONS FROM TERMS OF THE MASTER AGREEMENT
The terms and conditions in this Section 5 are the terms and conditions that are
deviations from or in conflict with the terms and conditions set forth in the
Master Agreement.
Transaction Document US March 5, 2003
CERTEGY/IBM CONFIDENTIAL
5.1 TERMINATION FOR CONVENIENCE Section 12.1(c) of the Master Agreement entitled
"Termination" is modified for the purpose of this Transaction Document to the
extent inconsistent with the following:
Subject to payment by Certegy of the applicable Termination Charges and
Wind Down Expenses as described in Schedule J or its Supplements, Certegy
may terminate this Transaction Document for convenience at anytime after
three (3) years from the Commencement Date by giving one hundred eighty
(180) days or more prior written notice to IBM.
5.2 REDACTED ***
5.3 REDACTED ***
5.4 REDACTED ***
5.6 RESOURCES AND FACILITIES
For purposes of this Transaction Document, Section 5.3(d) of the Master
Agreement is modified as follows:
a. The first sentence is revised to read as follows:
IBM will have the right to change the location of the IBM activities
associated with operating systems support, Help Desk and mainframe
console operations provided as part of the Services under any
Transaction Document with the prior written consent of Certegy (which
consent shall not be unreasonably withheld) or upon the occurrence of
a Force Majeure Event.
b. The following sentence is added at the end of the section:
Except as provided in the first sentence of this Section 5.3(d), IBM
may not change the location of any other aspects of the Services, and
the delivery of Services without the prior written consent of Certegy,
which may be withheld in its sole discretion.
5.7 OTHER RIGHTS UPON TERMINATION
For purposes of this Transaction Document and each other outstanding Transaction
Document on the date hereof, Section 12.6(g) of the Master Agreement is modified
to read as follows:
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*** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
Transaction Document US March 5, 2003
CERTEGY/IBM CONFIDENTIAL
Upon the date of expiration or termination of the Agreement or any
Transaction Document for any reason, the Certegy Group or its designee
shall have the right to make offers of employment to any or all IBM
employees performing Services on a substantially full time basis for the
Certegy Group hereunder or under such Transaction Document, as applicable
("Service Employees"). Promptly after either Party provides the other Party
written notice of termination or expiration, with the prior consent of each
Service Employee (each of whom IBM will notify of Certegy's or its
designee's interest), IBM agrees, subject to the agreement of the Service
Employees, to supply Certegy or its designee with the names and resumes
requested by Certegy or its designee for the purposes of exercising its
rights under this Section 12.6, at no charge. Certegy's or its designee's
rights under this Section 12.6 will take precedence over any IBM/employee
employment contract or covenant that may otherwise limit an employee's
right to accept employment with the Certegy Group or its designee.
5.8 COLA
The definition for "Cost of Living Adjustment ('COLA')" in Section 2 of the
Master Agreement shall not apply to this Transaction Document. All other
references to Cost of Living Adjustment or COLA contained in the Master
Agreement are hereby replaced by references to the ECA.
5.9 SCHEDULES AND SUPPLEMENTS
Following is a listing of the Schedules and the Supplement applicable to this
Transaction Document.
Table of Attachments
SCHEDULES
CONFIGURED
FOR STANDARD
SCHEDULE SCHEDULE TITLE EACH TOWER SCHEDULES APPLICABILITY
-------- ----------------------------------------------------------------- ---------- --------- -------------
A Applications Software X Each Tower
B Systems Software X Each Tower
C Certegy Provided Hardware X Each Tower
D IBM Machines X Each Tower
E Services and Operational and Financial Responsibilities X Each Tower
F Leases, Licenses and other Contracts X Each Tower
G Disaster Recovery Services X Each Tower
Transaction Document US March 5, 2003
CERTEGY/IBM CONFIDENTIAL
H Transition Plan X Each Tower
I Network Locations X Network Tower
J Charging Methodologies and Measures of Utilization X Common
K Applications Installation Standards (Operating Environment IT Standards) X Each Tower
L Security Procedures and Responsibilities--Data and Physical X Each Tower
M Help Desk Services X Each Tower
N Projects X Each tower
O Affected Employees X Common
P Maintenance Terms X Common
Q Outstanding Employee Claims X Common
R Service Transfer Assistance X Common
S Performance Standards, Minimum Service Levels and Service Credits X Common
T Certegy Provided Office Furnishings and Facilities X Each Tower
U Bill of Sale X Common
V Key Employees X Common
Transaction Document US March 5, 2003
CERTEGY/IBM CONFIDENTIAL
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS TRANSACTION DOCUMENT,
UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE
PARTIES AGREE THAT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
THE PARTIES RELATING TO THIS SUBJECT SHALL CONSIST OF 1) THIS TRANSACTION
DOCUMENT AND 2) THE MASTER AGREEMENT, INCLUDING AMENDMENTS TO THOSE DOCUMENTS
FROM TIME TO TIME EXECUTED BY THE PARTIES. THIS STATEMENT OF THE AGREEMENT
BETWEEN THE PARTIES SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR
WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE
SUBJECT DESCRIBED HEREIN.
Accepted by: Accepted by:
CERTEGY INC. INTERNATIONAL BUSINESS MACHINES
CORPORATION
By: By:
---------------------------------- ------------------------------------
Authorized Signature Authorized Signature
----------------------------------------
Name (Type or Print) Date Name (Type or Print) Date
Transaction Document US March 5, 2003
CERTEGY/IBM CONFIDENTIAL
SCHEDULE A OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
APPLICATIONS SOFTWARE
This Schedule lists the "Applications Software - Certegy" and "Applications
Software - IBM" that IBM will operate for Certegy in performance of the
Services. This is an inventory listing that will be updated during the term of
this Transaction Document.
SECTION A-1 APPLICATIONS SOFTWARE - CERTEGY
APPLICATIONS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM C = CERTEGY)
------------------------------------
ITEM NO. PREFIX APPLICATION NAME/DESCRIPTION LICENSEE Oper(1) Fin(2) Maint(3) Dev(4)
-------- ----------- ------------------------------------------------- -------- ------- ------ -------- ------
1 TBS The Bank Card System I C C C
2 TBS The Collections System I C C C
3 TBS TBS Authorization System I C C C
4 TBS Service Link System I C C C
5 B2K Base 2000 Bank Card System I C C C
6 B2K Base 2000 Collections Systems I C C C
7 B2K Base 2000 Authorization System I C C C
8 B2K Service Link: Mainframe Interface to Service View I C C C
9 Merchant Merchant Processing I C C C
10 Merchant New Replacement for Merchant Processing I C C C
11 DEP Settlement and Deposit I C C C
12 DEP New Replacement for Settlement and Deposit I C C C
13 Lettercheck Bank Card Checks I C C C
14 Scorecard Bonus Points I C C C
15 Pass Thru Debit Transactions I C C C
16 Falcon Fraud Detection I C C C
17 Cardsource Mainframe TBS BankCard file I C C C
File transfers to and from Cardsource
Interfaces application
18 Pass thru New Replacement for Pass Thru I C C C
New
19 IB Billing I C C C
20 Loyalty Loyalty Mgt System I C C C
21 TBS Statement of Services I C C C
22 Check Check Authorization System I C C C
23 CM Check Management I C C C
24 ILF* Inquiry log I C C C
25 PW* Pathways I C C C
Schedule A March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 2
APPLICATIONS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM C = CERTEGY)
------------------------------------
ITEM NO. PREFIX APPLICATION NAME/DESCRIPTION LICENSEE Oper(1) Fin(2) Maint(3) Dev(4)
-------- ----------- ------------------------------------------------- -------- ------- ------ -------- ------
26 DI* Derogatory Information I C C C
27 IN Utilities I C C C
28 CL* Claims I C C C
29 PA Support I C C C
30 DW* Data Warehouse I C C C
31 CA* ACH I C C C
SECTION A-2 APPLICATIONS SOFTWARE - IBM
APPLICATIONS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
------------------------------------
ITEM NO. PREFIX APPLICATION NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
-------- ----------- ------------------------------------------------- -------- ------- ------ -------- ------
IBM IS NOT OPERATING ANY "IBM MAINFRAME TOWER APPLICATIONS SOFTWARE - IBM" AS OF THE COMMENCEMENT DATE
NOTES:
(1) "OPER" means operational responsibility for the Applications Software
listed in this Schedule.
(2) "FIN" means financial responsibility for license fees, maintenance charges,
Maintenance Releases and any other related charges for the Applications
Software listed in this Schedule but does not include the cost for new
Versions. Certegy has financial responsibility for all costs related to the
purchase of new Versions.
(3) "MAINT" means maintenance responsibility, including applying fixes,
corrections, and minor enhancements (but not necessarily the financial
responsibility for such) for the Applications Software listed in this
Schedule.
(4) "DEV" means maintenance development responsibility, including the
programming of any regulatory/statutory mandated changes, version upgrades,
or major enhancements for the Applications Software listed in this
Schedule.
* Applications are cross-platform. These items are listed for the mainframe
part of the applications.
Page 2 of 2
SCHEDULE B OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
SYSTEM SOFTWARE
This Schedule B lists the Systems Software - Certegy and Systems Software - IBM
that IBM will operate for Certegy in performance of the Services.
This is an inventory listing and will be updated during the term of this
Transaction Document.
SECTION B-1 SYSTEMS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM PRODUCT ------------------------------------
NO. NUMBER SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- -------- ------------------------------------ -------- ------- ------ -------- ------
1 5645-005 System Automation for IBM I I I I
OS/390
2 5648-A25 COBOL for OS/390 & VM V2 IBM I I I I
3 5648-063 ACF/NCP V5.4 IBM I I I I
4 5655-A46 JAVA for OS/390 V1R1M0 IBM I I I I
5 5655-A95 MQSERIES FOR OS/390 V.2.1 IBM I I I I
6 5655-B17 PSF V3 for OS/390 IBM I I I I
7 5655-D35 JAVA (TM) 2 Technology Edition 1.1.0 IBM I I I I
8 5655-D44 XML Toolkit for OS/390 1.1.0 IBM I I I I
9 5655-041 ACF/SSP Version 4 MVS IBM I I I I
10 5655-147 CICS TS for OS/390 IBM I I I I
11 5655-279 BTAM/SYSTEM PRODUCT IBM I I I I
12 5665-333 NetView Performance Mon. (NPM) IBM I I I I
13 5668-958 VS COBOL II Comp Lib and Debug IBM I I I I
14 5675-DB2 DB2 UDB for OS/390 IBM I I I I
15 5675-DB2 QMF for OS/390 (feat of DB2) IBM I I I I
16 5688-190 PPFA/370 IBM I I I I
17 5694-A01 z/OS V1 Base IBM I I I I
18 5694-A01 z/OS V1 DFSMS dsshsm IBM I I I I
19 5694-A01 z/OS V1 HLASM Toolkit IBM I I I I
20 5694-A01 z/OS V1 RMF IBM I I I I
21 5694-A01 Z/OSV1 SDSF IBM I I I I
22 5697-B82 Tivoli NetView Enterprise IBM I I I I
23 5735-XXB Emulation Program Version 1 IBM I I I I
24 5740-CB1 COBOL Compiler/Library V1 IBM I I I I
Schedule B March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 6
SECTION B-1 SYSTEMS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM PRODUCT ------------------------------------
NO. NUMBER SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- -------- ------------------------------------ -------- ------- ------ -------- ------
25 5798-DXQ ICFRU 1.1.0 IBM I I I I
26 5655-A25 AFP TOOLBOX FOR MVS IBM I I I I
27 5648-D68 DB2 UTILITIES SUITE SUBSCRIPTION IBM I I I I
28 5697-E98 DB2 UTILITIES SUITE IBM I I I I
29 5697-B82 GRAPHICAL ENTERPRISE LE 370 IBM I I I I
SECTION B-2: SYSTEMS SOFTWARE - CERTEGY
RESPONSIBILITY
(I - IBM C = CERTEGY)
ITEM SOFTWARE ------------------------------------
NO. VENDOR NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- ---------------------- ---------------------- -------- ------- ------ -------- ------
1 FUJITSU (▇▇▇▇▇▇) TDMF Certegy I I I NA
2 ASI PKZIP Certegy I I I NA
3 BMC (▇▇▇▇▇ & ▇▇▇▇▇▇▇) EASYPOOL(POOL DASD)(5) Certegy I I I NA
4 BMC (▇▇▇▇▇ & ▇▇▇▇▇▇▇) STOP/X37II(5) Certegy I I I NA
5 CANDLE OMEGAMON II/EPILOG(5) Certegy I I I NA
6 CANDLE OMEGAMON II CICS(5) Certegy I I I NA
7 CANDLE OMEGAMON II MVS(5) Certegy I I I NA
8 CHICAGOSOFT MVS QUICKREF Certegy I I I NA
9 COMM-PRO COMM-PRO(6) Certegy I I I NA
10 COMPUTER ASSOCIATES ACF2/MVS Certegy I I I NA
11 COMPUTER ASSOCIATES CA-1 Certegy I I I NA
12 COMPUTER ASSOCIATES CA-11 Certegy I I I NA
13 COMPUTER ASSOCIATES CA-7 Certegy I I I NA
14 COMPUTER ASSOCIATES CA90S Certegy I I I NA
15 COMPUTER ASSOCIATES EASYTRIEVE PLUS Certegy I C C NA
16 COMPUTER ASSOCIATES ENDEVOR/MVS BASE Certegy I I I NA
Page 2 of 6
SECTION B-2: SYSTEMS SOFTWARE - CERTEGY
RESPONSIBILITY
(I - IBM C = CERTEGY)
ITEM SOFTWARE ------------------------------------
NO. VENDOR NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- ---------------------- ---------------------- -------- ------- ------ -------- ------
17 COMPUTER ASSOCIATES ENDEVOR/MVS Certegy I I I NA
AUTOMATED CONFIG MGR
18 COMPUTER ASSOCIATES ENDEVOR/MVS Certegy I I I NA
EXTENDED PROCESSOR
19 COMPUTER ASSOCIATES ENDEVOR/MVS Certegy I I I NA
EXTERNAL SECURITY
INTERFACE
20 COMPUTER ASSOCIATES ENDEVOR/MVS Certegy I I I NA
PARALLEL DEV MGR
21 COMPUTER ASSOCIATES ENDEVOR/MVS Certegy I I I NA
QUICKEDIT
22 COMPUTER ASSOCIATES ▇▇▇▇▇ FOR MVS Certegy I I I NA
23 COMPUTER ASSOCIATES JCLCHECK Certegy I I I NA
24 COMPUTER ASSOCIATES LIBRARIAN Certegy I I I NA
25 COMPUTER ASSOCIATES MULTI IMAGE Certegy I I I NA
CONSOLE
26 COMPUTER ASSOCIATES MULTI IMAGE Certegy I I I NA
ALLOCATION
27 COMPUTER ASSOCIATES MULTI IMAGE Certegy I I I NA
INTEGRITY W/EDIF
28 COMPUTER ASSOCIATES OPS/MVSII JES2 Certegy I I I NA
29 COMPUTER ASSOCIATES TPX ADV DATA Certegy I I I NA
COMPRESS OPT NVI/TPX
30 COMPUTER ASSOCIATES TPX MAILBOX Certegy I I I NA
OPTION
31 COMPUTER ASSOCIATES TPX MULTISESSION Certegy I I I NA
32 COMPUTER ASSOCIATES TPX ACL/E Certegy I I I NA
33 COMPUTER ASSOCIATES TSOMON Certegy I I I NA
34 COMPUTER ASSOCIATES VIEW/MVS Certegy I I I NA
35 COMPUTER ASSOCIATES DELIVER/MVS Certegy I I I NA
36 COMPUTER ASSOCIATES XCOM Certegy I I I NA
37 COMPUTER ASSOCIATES VlSION:EXCEL Certegy I I I NA
(STERLING) (BASE)
Page 3 of 6
SECTION B-2: SYSTEMS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM SOFTWARE ------------------------------------
NO. VENDOR NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- ---------------------- ---------------------- -------- ------- ------ -------- ------
38 COMPUTER ASSOCIATES VISION:RESULTS Certegy I I I NA
(STERLING)
39 COMPUWARE ABEND AID/CICS Certegy I I I NA
40 COMPUWARE ABEND-AID/XLS Certegy I I I NA
41 COMPUWARE XPEDITER/TSO Certegy I I I NA
42 COMPUWARE XPEDITER/CICS Certegy I I I NA
43 COMPUWARE XPEDITER/CICS ASM Certegy I I I NA
OPTION
44 COMPUWARE FILEAID/MVS Certegy I I I NA
45 COMPUWARE STROBE/MVS Certegy I I I NA
SYSPLEX
46 COMPUWARE STROBE/CICS Certegy I I I NA
47 COMPUWARE ADV SESSION MGT FEAT. Certegy I I I NA
48 COMPUWARE STROBE DB2 Certegy I C C NA
49 COMPUWARE iSTROBE Certegy I C C NA
50 COMPUWARE MQSTROBE Certegy I C C NA
51 COMPUWARE DBA Expert for DB2 Certegy I C C NA
52 DOCSENSE CICS Windows Certegy I I I NA
(PITNEY ▇▇▇▇▇) Maint.
53 DOCSENSE FINALIST Certegy I I I NA
(PITNEY ▇▇▇▇▇) NATIONAL
54 DOCSENSE STREAMWEAVER Certegy I I I NA
(PITNEY ▇▇▇▇▇)
55 DOCSENSE DIALOG Certegy I I I NA
(PITNEY ▇▇▇▇▇)
56 DOCSENSE Z4 Ext Maintenance(6) Certegy I I I NA
(PITNEY ▇▇▇▇▇)
57 INNOVATION DATA FDR Certegy I I I NA
PROCESSING
58 INNOVATION DATA CPK Certegy I I I NA
PROCESSING
59 INNOVATION DATA ABR Certegy I I I NA
PROCESSING
60 INNOVATION DATA IAM Certegy I I I NA
PROCESSING
61 ▇▇▇▇, ▇▇▇ AND VPS Certegy I I I ▇▇
▇▇▇▇▇
Page 4 of 6
SECTION B-2: SYSTEMS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM SOFTWARE ------------------------------------
NO. VENDOR NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- ---------------------- ---------------------- -------- ------- ------ -------- ------
62 NETEC INTERNATIONAL CAFC Certegy I I I NA
63 OPENCONNECT FTP/SERVER Certegy I I I NA
64 OPENCONNECT OC/SOCKET Certegy I I I NA
65 PRIME FACTORS SECURITY SOFTWARE BCSS Certegy I I I NA
MVS-formerly PMS(6)
66 SAS INSTITUTE SAS BASE/MVS(5) Certegy I I I NA
67 SAS INSTITUTE SAS CONNECT/MVS(5) Certegy I I I NA
68 SECURITY DYNAMICS SECUREID Certegy I C C NA
69 STERLING COMMERCE CONNECT:DIRECT OS390 Certegy I I I NA
70 STERLING COMMERCE CONNECT:ENTERPRISE Certegy I I I NA
71 SYNCSORT SYNCSORT MVS Certegy I I I NA
72 UNICOM SYSTEMS CICS/WINDOWS Certegy I I I NA
73 UNITECH ACR/PLUS MVS Certegy I I I NA
NOTES:
(1) "OPER" means operational responsibility for the Systems Software listed in
this Schedule.
(2) "FIN" means financial responsibility for license fees, maintenance charges,
Maintenance Releases, Versions and any other related charges for the
Systems Software listed in this Schedule.
(3) "MAINT" means maintenance responsibility, including applying fixes,
corrections, and minor enhancements (but not necessarily the financial
responsibility for such) for the Systems Software listed in this Schedule.
(4) "Dev" means development responsibility, including the programming of any
regulatory/statutory mandated changes, version upgrades, or major
enhancements for the Systems Software listed in this Schedule.
(5) "SUSPENDED LICENSES" - These Certegy licenses will be suspended following
the Commencement Date and IBM will use its own licenses for these products.
However, IBM will still be subject to the terms and conditions of [Section
5.3] of this Transaction Document regarding 'paid up' licenses.
(6) "In the event the procurement of the Licenses and ongoing Maintenance fees
for these three products (Prime Factor, CommPro and Z4) collectively exceed
$200,000 during the Term of this Transaction Document, then any amount over
$200,000 will be the financial responsibility of Certegy. IBM will notify
Certegy and obtain Certegy's written approval before exceeding the $200,000
figure.
With respect to an event where a software product requires replacement, for
example, a software
Page 5 of 6
vendor no longer supports its product or sunsets it product requiring a
replacement with a new supported product requiring a one time acquisition
charge, the following shall apply: (i) Certegy is responsible for any one time
acquisition charge, (ii) with respect to (i) of this paragraph, the Parties will
work together to acquire a replacement product, if any, at the best available
price, (iii) Section 3.11 of the Master Agreement shall apply for the adjustment
of the difference of the reoccurring maintenance charges between the new and
replaced product.
Furthermore, the Parties agree to cooperate in the identification of and pursuit
of opportunities to convert Third Party System Software to IBM System Software.
The Parties will develop a plan to convert certain existing product(s) with IBM
product(s) provided that Certegy shall have no obligation to convert or permit
the conversion of existing products to IBM products. The plan will identify such
criteria and long term cost savings, implementation costs and other factors
necessary for a successful conversion as agreed between the Parties. Upon the
successful implementation of any plan, the parties will amend this Schedule to
appropriately reflect the change in products and attendant charges in the
Supplement, if any.
IBM is assuming Certegy software licenses as of the Effective Date are licensed
at the level required to operate on the current ▇▇▇▇▇▇ 2064E machine rated at
883 MIPS. Certegy is responsible for guaranteeing these licenses are at this
level and if they are not, Certegy is responsible for upgrading these licenses
to the current ▇▇▇▇▇▇ 2064E, 883 MIPS, and will pay any associated costs if
applicable.
Page 6 of 6
SCHEDULE C OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
CERTEGY PROVIDED HARDWARE
This schedule lists the machines (IBM or OEM) that Certegy owns, leases or rents
that IBM requires in order to provide the Services under this Transaction
Document. This is an inventory listing that will be updated through the term of
this Transaction Document.
MACHINE
MACHINE TYPE MODEL DESCRIPTION MACHINE S/N NOTES
------------ ------- --------------------- ------------ --------
▇▇▇▇▇▇ 4745/4746 FEP 3100249
▇▇▇▇▇▇ 4745/4746 FEP 3105259
▇▇▇▇▇▇ 4745/4746 FEP 3100032
▇▇▇▇▇▇ 4745/4746 FEP 3100672
▇▇▇▇▇▇ 4745/4746 FEP 3100745
Channel Extender Computerm 00049 St. ▇▇▇▇
Channel Extender Computerm 00012 Madison
Channel Extender Computerm 00134 spare
Round reel tape 4670 STK 12000001379
Round reel tape 4670 STK 12000001625
Terminal 3174 IBM N7174
Controllers
Terminal 3174 IBM M8562
Controllers
Terminal 3174 IBM BG304
Controllers
Terminal 3174 IBM M8601
Controllers
Terminal 3174 IBM M8568
Controllers
Terminal 3174 IBM M5955
Controllers
Terminal 3174 IBM AC141
Controllers
Terminal 3174 IBM BK098
Controllers
Terminal 3174 IBM AK091
Controllers
Terminal 3174 IBM M8566
Controllers
Terminal 3174 IBM BQ539
Controllers
Terminal 3174 IBM M9599
Controllers
Schedule C March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 2
Terminal 3174 IBM N7170
Controllers
Terminal 3174 IBM AC195
Controllers
Terminal 3174 IBM M4630
Controllers
Terminal 3174 IBM AC176
Controllers
Terminal 3174 IBM AV320
Controllers
Terminal 3174 IBM AV319
Controllers
Console Printer
Dumb Terminal IBM (8 devices)
Consoles
Workstations IBM (8 devices)
9032 005 ESCON Directors
STK Timberline 9490- 4 Tape drives 316000012764
M44
STK Timberline 9490 2 tape drives 232000010042
M32
STK Round Reel 4670 Tape Drive 12000001625
STK Round Reel 4670 Tape Drive 12000001379
STK 18 Track 4480 Tape Drive 3000003823
M22
STK 18 Track 4480 Tape Drive Controller 2000003547
M20
Note: IBM's Annual Service Charge includes hardware maintenance on the ▇▇▇▇▇▇
4745's and the IBM 9032 ESCON Directors above. Certegy to provide maintenance on
3174's, workstations, consoles, tape drives noted above and Channel Extenders.
The ▇▇▇▇▇▇ 4745's are not subject to refresh by IBM.
Page 2 of 2
SCHEDULE D OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
IBM MACHINES
This schedule lists the machines (IBM or OEM) that IBM owns, leases or rents and
which IBM requires in order to provide the Services under this Transaction
Document. This is an inventory listing that will be updated through the term of
this Transaction Document.
MACHINE MACHINE
TYPE MODEL DESCRIPTION MACHINE S/N NOTES
-------- ------- ------------------- ----------- -----
IBM 2064 1C4 Mainframe
IBM 2105 800 Storage Array-Shark
IBM 2105 800 Storage Array-Shark
IBM 3494 B20 VTS Tape Lib
IBM 3494 B20 VTS Tape Lib
IBM 2064 1C4 PR/SM Feature
Schedule D March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 1
SCHEDULE E OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER - MAINFRAME
SERVICES, LOCATION OF FACILITIES, OPERATIONAL AND FINANCIAL RESPONSIBILITIES
1.0 INTRODUCTION
A. This Schedule E "Mainframe Tower" describes certain duties,
obligations and responsibilities of IBM and Certegy as related to the
Mainframe Tower operations and management. Unless otherwise expressly
provided in this Schedule E, all services described herein shall be
performed and provided by IBM for the charges described in Schedule J,
and no other charges shall apply to such services.
B. During the term of this Transaction Document, IBM will provide
services to Certegy from the Certegy Data Center where the mainframe
data processing is performed by IBM and the IBM Data Center which is a
remote IBM site where console management and other support services
are provided (the "IBM Data Center"), using the Machines, the
Applications Software and the Systems Software provided by Certegy and
IBM as required by this Schedule E "Mainframe Tower". Additionally,
IBM will provide such other services as requested and approved by
Certegy during the term of this Transaction Document as New Services
in accordance with Section 3.12 and Section 9.6 of the Master
Agreement.
C. The descriptions contained in this Schedule E "Mainframe Tower" of
specific types of services, and methods and procedures used to perform
such services, set forth how IBM will deliver the Services described
herein.
D. Definitions:
"NON-PRIME TIME" means all hours other than Prime Time.
"PRIME TIME" means for US processing 8:00 am - 8:00 pm Eastern
Standard Time Monday through Friday.
All capitalized terms used and not defined in this Schedule E "Mainframe Tower"
shall have the meanings given them elsewhere in the Agreement.
2.0 SYSTEMS MANAGEMENT CONTROLS
In general, IBM's Systems Management Controls responsibilities shall
include, without limitation, the following processes:
Schedule E Mainframe March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 24
A. BATCH MANAGEMENT - controlling production batch work including the
scheduling of resources, including hardware and software resources,
the processing of data and transactions and the distribution of
data/information between users and facilities. Certegy instructions on
what, when and how to schedule and recover shall be provided to IBM
and documented in the Procedures Manual. Setup and scheduling shall be
performed and controlled by IBM in cooperation with Certegy and in
accordance with the Procedures Manual except for the automatic
scheduling that will be performed by the Systems Software and
Applications Software. Batch jobs run outside of the CA-7 batch
processing system are the responsibility Certegy to support.
B. CAPACITY MANAGEMENT - the maintenance of tactical and strategic plans
to ensure that the mainframe environments accommodate Certegy's
capacity plans and business requirements. The capacity management
processes will require Certegy's input and review. As part of its
capacity management responsibilities, IBM will monitor Certegy
resource usage and make recommendations on how to reduce and/or
improve resource usage and/or consumption.
C. CHANGE MANAGEMENT - to assess timing or impact of the proposed changes
to the production environment as limited to areas under IBM management
including operating system and hardware changes, schedule the
promotion into the production environment as appropriate, notify the
appropriate functions and verify successful implementation.
D. CONFIGURATION MANAGEMENT - for processing mainframe hardware and
software configuration changes and maintaining lists and diagrams of
systems configurations.
E. INVENTORY MANAGEMENT - of the Machines (including incoming and
outgoing) in the Certegy and IBM Data Centers and other areas for, or
from, which IBM is providing the Mainframe Tower services.
F. ON-LINE MANAGEMENT - for providing and coordinating the appropriate
skills, information, software tools and procedures required to manage
the on-line System environment, excluding Application Software -
Certegy, as provided in Schedule A to the Transaction Document.
G. PERFORMANCE MANAGEMENT - to monitor, measure, analyze and report
System performance as it compares to the Performance Standards and
Minimum Service Levels and recommend and implement performance
improvements. Where warranted, either Party may request the other
Party to make commercially reasonable changes to enable System
performance improvement, it being understood that all such changes are
subject to the mutual agreement of the Parties.
Page 2 of 24
H. PROBLEM MANAGEMENT - to identify, record, track, correct and
communicate to Certegy issues impacting the Services delivery,
recognize recurring problems, address procedural issues and contain or
reduce the impact of problems that occur.
I. Recovery MANAGEMENT - for planning, establishing and testing the
recovery procedures required to provide the Mainframe Tower services
to Certegy in the event of a failure. This includes, without
limitation, a failure giving rise to invoking the Disaster Recovery
Plan. The intent of this process is to anticipate and minimize the
impact of systems resource failure through the development of
predefined, documented procedures and software/hardware recovery
capabilities. Unless otherwise agreed by the Parties in writing,
▇▇▇▇▇▇▇'s instructions on what and how to recover shall be provided to
IBM and included in the Procedures Manual.
3.0 MAINFRAME TOWER OPERATIONS
A. Management of the Services by IBM
IBM shall be responsible for the operation and management of the
Mainframe Tower Services described herein. This responsibility shall
include establishing and maintaining a properly trained and adequately
staffed IBM population, including necessary management and support
staff.
IBM shall make available, monitor and process on-line and batch
applications, including scheduled, unscheduled and on-request services
as well as end user initiated processing. Included in such
responsibilities, IBM shall:
1. Support all test and production environments within the scope of
the IBM responsibilities as defined by this Transaction Document;
2. Provide and perform console monitoring activities from the IBM
Data Center;
3. Operate Applications Software as listed in Schedule A and as
documented in the Procedures Manual to support the operating
schedules of Certegy with applicable Mainframe Tower services
availability, twenty-four (24) hours per day, seven (7) days per
week (subject to Scheduled Downtime, Excusable Downtime or agreed
to schedules);
4. Perform all technical system support operations, including DASD
management, System programming of this Schedule E, capacity
monitoring as described in Section 2.0 B of this Schedule E and
performance tuning for the Systems Software;
Page 3 of 24
5. As defined in Attachment 1 to this Schedule E "Mainframe Tower,"
provide support for the Machines and the Systems Software;
6. Schedule Systems Software and Machines maintenance so as to
minimize interference with ▇▇▇▇▇▇▇ and Certegy Authorized Users;
7. Complete all processing schedules as per established schedules on
time and in the correct sequence set forth in the Procedures
Manual;
8. Process all agreed upon special request activities including
promotes and ad-hoc job submissions submitted through the
processes as defined in the Procedures Manual within the
requested time frames and in the sequence defined by Certegy;
9. Provide and maintain access to, and software compatibility with,
external systems necessary for the performance and provision of
the Services required by this Schedule E;
10. Continuously endeavor to enhance processing capabilities and
efficiencies of the Machines through technology changes, system
tuning and other run-time improvements and communicate to Certegy
such enhanced processing capabilities and efficiencies on a
quarterly basis;
11. Perform daily monitoring of utilization and efficiencies and
provide monthly reporting on performance and capacity trends as
measured against workloads for the Machines and Systems Software;
12. Operate, support and maintain third-party products and services
as set out in Schedule B which includes pro-active System level
password maintenance and ordering new releases from the
suppliers;
13. Provide support for the Machines, the Systems Software running on
such Machines and Systems Software support for the Applications
Software to the extent necessary to provide the Services
described; and
14. Work with Certegy to develop a mutually agreeable service
improvement plan on a quarterly basis which will include a full
review of service issues, actions and improvements to occur at
the end of each quarter.
Page 4 of 24
B. Production Control
IBM shall maintain production schedules and cooperate with Certegy by
responding to special processing requests and new processing
requirements by following mutually agreed upon processes or
procedures. Included in such responsibilities, IBM shall:
1. Make no change to the production environment without the prior
approval of Certegy; provided, however, that if ▇▇▇▇▇▇▇'s refusal
to agree to a change to the production environment causes
demonstrable impact on IBM's ability to meet any Performance
Standard or Minimum Service Level, then Certegy shall excuse IBM
from those Performance Standard(s) or Minimum Service Level(s) to
the extent such failure is due directly to ▇▇▇▇▇▇▇'s refusal to
allow change to the production environment;
2. Assure that all programs are moved from the application
development and test environments to the production environment
in a controlled and documented manner, which must in all cases be
approved in advance through the Change Control Process;
3. Schedule all Certegy Data Center projects within the agreed
Scheduled Downtime outage window so as not to unreasonably
interrupt Certegy business operations; all such projects must
receive prior approval through the Change Control Process;
4. Document and provide to Certegy a notification of all Data Center
changes performed for emergency purposes or as otherwise not
precluded in Section 3.0(B)(1) above as soon as practicable, but
no later than the end of the next day after the change was made;
5. Prioritize and schedule batch jobs and report distribution
systems subject to Certegy's schedule parameters, including but
not limited to, automated scheduling features in the Applications
Software and Certegy's specific directions so on-line
applications dependent on batch processing and batch process
outputs shall be available as scheduled;
6. Distribute and obtain Certegy approval for major production
control schedule changes prior to implementation;
7. Update the scheduler data base, as required, to reflect changes
to the production environment;
8. Monitor scheduler related incidents, and develop and recommend
refinements and revisions to the scheduler data base;
9. Coordinate and modify schedules for special requests and follow
Certegy priorities. IBM will promptly notify Certegy if such
special requirements
Page 5 of 24
will affect either the timely completion of other tasks or IBM's
ability to meet its obligations under this Transaction Document
and this Schedule E "Mainframe Tower";
10. Respond expeditiously to requests from Certegy for priority job
execution; and
11. Identify possible product and technology enhancement
opportunities for improved performance and notify the IPT of
these opportunities.
C. File Services
IBM shall manage files on the Machines in a manner which shall ensure
the availability and integrity of all Certegy and Authorized User
data. The file management procedures will, among other issues, require
Certegy to use industry standard access methods for file I/O data
management or other acceptable access methods as mutually agreed.
Included in such responsibilities, IBM shall:
1. Ensure that all files under IBM's control are current and
available during scheduled access times;
2. Initiate and complete required data processing activities to
ensure the data is processed, with data integrity (e.g., handling
line transmission errors) of all processed files, according to
the specifications set forth in the Procedures Manual;
3. Verify, using tools and procedures set forth in the Procedures
Manual, the successful receipt of all incoming files and the
successful processing and transmission of all outgoing files;
4. Document, maintain and, as appropriate, update and execute
mutually approved volume or file back-up and recovery procedures;
5. Provide a recovery procedure for restoring the data image to a
previous level within a mutually agreed amount of time;
6. Conduct regularly scheduled back-up and recovery procedures as
set forth in the Procedures Manual (e.g., data set restore), so
as not to impact scheduled operations and provide recommendations
to the IPT regarding back-up and recovery considerations, such as
improved levels of protection, efficiencies and cost reductions;
Page 6 of 24
7. Report disk space utilization and requirements for capacity
planning purposes as a section of the monthly reports;
8. Assist and advise Certegy in utilizing disk storage resources in
an efficient and cost effective manner; and
9. Identify possible product and technology enhancement
opportunities for improved performance and notify the IPT of
these opportunities.
D. Tape Management
IBM shall provide tape management services. Included in such
responsibilities, IBM shall:
1. Update Certegy's tape management procedures, as appropriate and
with Certegy's consent, including procedures related to periods
of retention of tapes, which periods were defined and provided to
IBM by Certegy for auditing purposes, and include such procedures
in the Procedures Manual;
2. Provide logging and tracking of physical tapes in and out of the
Certegy Data Center and provide required rotation of tapes for
off-site vault storage;
3. Establish and follow procedures to log and track physical tapes
that are checked in and checked out to third party vendors,
Certegy, and Authorized Users;
4. Store tapes, as appropriate, at secure off-site vault storage;
5. Complete tape mounts in sufficient time to meet production
processing requirements;
6. Complete tape mounts for non-production processing;
7. Ensure tape media is reliable and read/write errors are kept to a
minimum;
8. Ensure adequate supplies for the tape environment are maintained
and that the scratch tape pool is sufficient to service all
required processing;
9. Retrieve archived tapes and restore required volumes or files and
data sets within the mutually agreed time frames set forth in the
Procedures Manual;
10. Upon Certegy's reasonable request, provide Certegy with the right
to monitor and access tape management operations, mailing and
receipt control; and
11. Identify possible product and technology enhancement
opportunities for improved performance and notify the IPT of
these opportunities.
Page 7 of 24
E. Data Base Administration
IBM shall be responsible for managing certain portions of the data
base environment. Included in such responsibilities, IBM shall:
1. Assist Certegy in planning for changes in the size of data bases
due to business growth or reduction and applications development
projects, and review and comment on Certegy's plans on a regular
basis;
2. Provide operating systems data base support for DB2 Software for
Certegy's data base environments and those Certegy data base
environments established by IBM;
3. In cooperation with Certegy, monitor and report data base
performance and data base space utilization and identify,
recommend and implement practical modifications as agreed with
Certegy for improved performance;
4. Maintain and implement data base archive processes and procedures
provided by Certegy to meet Certegy's business requirements and
requests;
5. Maintain and implement data base back-up procedures provided by
Certegy, to recover from a data base outage or corrupted data
base within time frames specified in the Procedures Manual;
6. Promote data base changes into the production environment as
approved and directed by ▇▇▇▇▇▇▇;
7. Maintain the standard data base System Software access routines
and document any changes to same under the Change Control
Process;
8. Assist in problem determination and resolution of data base
management system issues including escalation to the Systems
Software vendor;
9. Perform data base management system (DBMS) security
administration; and
10. Identify possible product and technology enhancement
opportunities for improved performance, and notify the IPT of
these opportunities.
Certegy will be responsible for managing the following portions of the
data base environment:
1. Physical data base definitions;
2. Data Modeling;
3. Logical database design;
4. Physical database design;
5. Physical database review and support;
Page 8 of 24
6. Authorized User access (views, copy members etc.);
7. Primary responsibility for database application security;
8. Training and application development assistance;
9. DBMS backup and recovery procedures; and
10. Primary responsibility for database troubleshooting and problem
resolution.
F. Output
IBM shall provide output processing and operational support necessary
to create and deliver output files required for transmission and tape
file output. Included in such responsibilities, IBM shall:
1. Produce and deliver output files within the agreed to schedules;
2. Track, manage, communicate and resolve problems related to
delivering output files;
3. Separate, package, label, scan and track all tape output and
ensure that it is properly distributed to the mutually agreed to
distribution drop point within the mutually agreed upon time
frames;
4. Ensure that all files are in the output queue and where
applicable available for transmission to the appropriate Certegy
internal departments and/or external customers within the
mutually agreed upon time frames;
5. Provide output print files to Certegy or Authorized Users for
online viewing using online view software specified in Schedule B
"Mainframe Tower" or for printing or storing at its or their
respective sites;
6. Assist in finding, tracing or replacing lost or missing file
output;
7. Execute reruns of output requested by ▇▇▇▇▇▇▇ and notify Certegy
if rerunning any output shall impact scheduled on-line or batch
production processing; and
8. Identify possible enhancement opportunities for improved output
performance and notify the IPT of these opportunities; and
9. Provide output services on a 24 by 7 basis or within the
timeframes Certegy provides shipping service.
Page 9 of 24
G. Quality Assurance
IBM shall be responsible for providing quality assurance services.
Included in such responsibilities, IBM shall:
1. review problem reports and recommend/implement appropriate fixes
with Certegy's approval;
2. maintain and update the Applications Software installation
standards documentation set forth in the Procedures Manual;
3. in conjunction with Certegy, review new Certegy production jobs
and JCL for correctness and conformance to mutually agreed to
standards for efficient resource utilization;
4. participate in weekly meetings, or on such other frequency agreed
to by the Parties, with Certegy designees to review any Change
Request in accordance with the Procedures Manual.
H. Emergency Restoration of Services
IBM shall be responsible for providing certain emergency restoration
services. Included in such responsibilities, IBM shall:
1. develop and/or implement Data Center procedures, as required, to
support Certegy's emergency restoration of Services;
2. work with ▇▇▇▇▇▇▇'s designated emergency plan coordinator to
assure Data Center support plan meets ▇▇▇▇▇▇▇'s requirements and
obtain Certegy's approval of procedures; and
3. invoke the Disaster Recovery Plan as applicable, in accordance
with Schedule G to this Transaction Document.
I. Information Security
IBM shall provide and implement security access control tools for
data, databases and other information repositories and for
applications, operating systems and libraries in accordance with
Schedule L "Mainframe Tower" to this Transaction Document. IBM shall
cooperate with and assist Certegy and its customers to allow its or
their security administrators to complete their duties.
J. Software Support and Maintenance
IBM shall provide support for all Systems Software. IBM will be
responsible for performing the problem determination, applying
maintenance fixes and
Page 10 of 24
coordinating third party maintenance providers. IBM will provide
Systems Software maintenance and support as set forth in this
Transaction Document.
Included in such responsibilities, IBM shall:
1. Perform the maintenance and support responsibilities described in
Attachment 1 to Schedule E "Mainframe Tower".
2. Be responsible for providing and implementing agreed quality
assurance processes and procedures as reasonably necessary to
ensure that IBM's Systems Software maintenance and support
responsibilities are executed accurately and in a timely manner.
Subject to the foregoing, the Parties shall mutually agree upon
terms and conditions for conducting checkpoint reviews, Software
testing and acceptance and other quality assurance procedures.
These procedures shall be included in the Procedures Manual.
3. Provide software maintenance for Systems Software listed in
Schedule B "Mainframe Tower" of this Transaction Document. IBM
will employ a maintenance methodology, including standards for
work plans, design and programming, as set forth in the
Procedures Manual.
4. Apply preventative maintenance and program temporary fixes, as
set forth in this Schedule E "Mainframe Tower" and Attachment 1
to Schedule E "Mainframe Tower", to correct defects in the
Systems Software running in the Data Center. IBM will also
provide or obtain new Versions and releases, upgrades,
replacements or additional Systems Software as agreed to by the
Parties in order to perform the Services described in this
Schedule E in accordance with its obligations under this
Transaction Document. IBM will maintain the Systems Software
release levels at supported levels from the applicable third
party vendors.
5. Provide System support during Prime Time hours, and on-call
support and coverage for the System during Non-Prime Time hours,
including scheduled holidays. IBM will provide escalation
procedures for IBM's on-call support to Certegy. The actual
contact listing and organizational structure for System support
will be set forth in the Procedures Manual. IBM will also provide
System support to Certegy application programmers without charge
unless IBM is required to enlist or engage additional resources
not covered by the Monthly Charge payable by Certegy to IBM
hereunder during critical testing periods for Applications
Software - Certegy changes or enhancements, upon receipt of
reasonable advance notice from Certegy.
Certegy shall be responsible for Applications Development,
Applications Maintenance, problem determination for Applications
Software - Certegy and requesting and scheduling necessary Systems
resources for all Applications
Page 11 of 24
Software - Certegy.
K. Training and Technical Documentation
1. IBM will provide training on the IBM Software, processes and
hardware functionality for designated Certegy personnel
("train-the-trainer") without charge unless IBM is required to
enlist or engage additional resources not covered by the Monthly
Charge payable by Certegy to IBM hereunder. IBM will also provide
to Certegy copies of the technical documentation for IBM Software
as required, in quantities and at a frequency to be mutually
agreed upon by the Parties.
2. Certegy will provide training on the Certegy Software for
designated IBM personnel ("train-the-trainer"). Certegy will also
provide copies of the technical documentation for Certegy
Software as required, in quantities and frequency to be mutually
agreed by the parties.
L. General Support Services
1. IBM will provide and/or coordinate maintenance services for the
Machines.
2. IBM will install, rearrange and relocate the Machines in the
Certegy Data Center, at IBM's expense and with the approval of
Certegy, in order to perform the Services described in this
Schedule E in such a manner so as to minimize service impact to
Certegy or its Authorized Users. Certegy will be responsible for
ongoing environmental expenses (i.e. electric power, HVAC etc.).
In the event Certegy requests IBM to install, rearrange and
relocate the Machines in the Certegy Data Center, Certegy shall
be financially for such effort.
3. Certegy will, as requested or as necessary or required to provide
the Services, negotiate leases, license agreements, and vendor
contracts for any leases, license agreements and vendor contracts
related to the Certegy In-scope Operations.
4. IBM shall provide Certegy with reports that, at a minimum, will
include those reports set forth below. Where possible and
economically feasible, using software and resources being used to
provide the Services, described in this Schedule E, IBM shall
provide Certegy with the capability to download data base
information and create Certegy's own reports. IBM shall provide
to Certegy the following:
a) a daily morning performance report in form and
substance to be agreed upon by the Parties;
Page 12 of 24
b) a monthly performance report documenting IBM's
performance of the Services as measured against the
applicable Performance Standards and Minimum Service
Levels;
c) a monthly, rolling quarterly "look ahead" schedule for
ongoing and planned IBM Data Center changes. The status
of IBM Data Center changes will be monitored and
tracked against the applicable schedule;
d) a monthly change report setting forth a record of all
changes performed during the previous month; and
e) such documentation and other information as may be
reasonably requested by ▇▇▇▇▇▇▇ in order to verify the
accuracy of the reports specified above.
The content and format of all reporting is to be agreed by the
Parties and should contain data on the overall performance of the
service on a snapshot and rolling trend basis where appropriate.
Outages impacting service, and any change, problem or other data
which could assist service improvements should be provided either
on request or as part of scheduled reporting.
5. IBM and Certegy will jointly review vendor proposals related to
the System components affecting IBM's ability to provide the
Services described in this Schedule E to ensure existing System
and future System compatibility with changing industry standards.
IBM will advise Certegy regarding new data processing
technologies as appropriate through participation in the IPT.
6. IBM will establish and maintain contact with vendors providing
information technology services or products to Certegy and
apprise Certegy of the latest technological developments through
participation in the IPT.
7. IBM will participate in service review meetings with vendors and
service providers who provide services relating to this
Transaction Document, as reasonably requested by Certegy.
8. The Parties will mutually determine an appropriate set of
periodic meetings to be held between representatives of Certegy
and IBM. These meetings will include the following:
Page 13 of 24
a) a daily meeting among operational personnel to discuss
ongoing issues relating generally to daily performance
and planned or anticipated activities and changes;
b) a monthly management meeting of the IPT to review the
performance report, the project schedule report, the
changes report, and such other matters as appropriate;
c) meeting of the IPT to review relevant contract and
performance issues; and
d) the Parties will jointly conduct an annual meeting to
be scheduled in January or as otherwise agreed by the
Parties to review the capacity requirements for
purposes of performing the Parties' obligations under
this Transaction Document and Schedule J to this
Transaction Document for the upcoming year (the "Annual
Planning Meeting").
N. Certegy Responsibilities
1. Certegy Software
During the term of this Transaction Document, Certegy will be
responsible for selecting, or defining requirements for, all
Certegy Software. IBM agrees to use any Certegy Software, subject
to the provisions of Section 3.8 of the Master Agreement. If new
Systems Software is required to support Certegy Software, IBM
will be compensated for incremental costs, if any, associated
with the new Systems Software. Certegy will also retain
responsibility for maintenance, support and all license and
related charges for all applicable Applications Software-Certegy.
Certegy shall approve all new Applications Software-Certegy prior
to its promotion into production.
2. Support Services
Certegy shall:
a) design and document application information requirements,
including report design and content, frequency of reports,
and accessibility to information;
b) be responsible for management, operations, maintenance and
support for equipment currently managed or supported outside
the Certegy In-Scope Operations;
c) be responsible for the provision of resources for business
recovery services for such other applications for which
Certegy might wish
Page 14 of 24
to provide recovery other than those for which Disaster
Recovery Services are to be provided by IBM pursuant to
Schedule G to this Transaction Document;
d) perform all mail, messenger, postage, and courier services
for Certegy users;
e) perform such other Certegy activities and functions as are
described in this Transaction Document;
f) provide physical security controls at the Certegy Data
Center including secure storage for the Tapes;
g) Batch jobs run outside of the CA-7 batch processing system
are the customer's responsibility to support;
h) Notify Certegy Authorized Users of scheduled mainframe,
application downtime; and
I) Production Support - work with IBM to automate manual batch
and production control processes where appropriate to
improve workflow processes and eliminate potential execution
issues.
Page 15 of 24
ATTACHMENT 1 TO SCHEDULE E MAINFRAME OF
TRANSACTION DOCUMENT 03-01
SERVICES, LOCATION OF FACILITIES, OPERATIONAL AND FINANCIAL RESPONSIBILITIES
SERVICES RESPONSIBILITIES MATRIX
R = IDENTIFY REQUIREMENTS A = ASSIST X = PERFORM P = PRIMARY S = SECONDARY
MAINFRAME TOWER - SERVICES
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- --- --------
1.0 OPERATIONS
A. Operate console X
B. Update batch schedule X A
C. Execute batch schedule X
2.0 TAPE MANAGEMENT
A. Define and provide requirements for tape processing R
B. Select tape hardware per requirements X
C. Select tape media per requirements X
D. Mount tapes X
E. Define and provide tape retention policies R
F. Implement tape retention policies X
G. Determine new tape ranges X
H. Update/maintain scratch tape inventory X
I. Provide requirements for physical tape storage X
J. Implement physical tape storage methodology X
K. Perform audit (processes, controls, etc.) of tape library X
L. Review results of tape library audit P S
M. Set tapes to scratch status X
N. Tape shipping
1. Define and provide requirements for shipping tapes R
2. Ship tapes per requirements X A
3. Sign tapes in/out of tape library X
O. Tape library management
1. Define requirements for tape management system R
2. Determine tape management system P S
3. Install /maintain tape management system X
4. Add new tape/Volser ranges to library system X
P. Vaulting
1. Define tape vaulting requirements R
2. Implement tape vaulting requirements X X
3. Determine tape vaulting company X
4. Manage off-site tape archive storage facilities X
5. Ship/receive tapes to/from vault X A
Page 16 of 24
Q. Inventory tracking
1. Inventory tapes from new business source X
2. Determine/implement tape inventory tracking X
3. Perform inventory of all tapes annually X
3.0 SYSTEMS MANAGEMENT AND CONTROL
A. File backup/recovery (recovery management)
1. Define System backup and recovery requirements A R
2. Perform System backup and recovery processes X
3. Define application backup and recovery requirements R
4. Perform application backup and recovery processes as documented X A
B. Document operations procedures X
C. Job accounting statistics X A
D. Hardware planning and installation
1. Technology input X A
2. Hardware selection X A
3. Determine System hardware requirements X R
4. Participate in IPT hardware planning meetings X X
E. Capacity management
1. Define and maintain process documents for the Data Center P S
2. Define Applications Software plans and requirements A X
3. System capacity monitoring P S
4. Application Software - Certegy capacity monitoring/management A X
F. Performance management
1. Define Performance Standards and MSL X
2. Document IBM's performance against the MSL X
3. Implement System performance improvements X A
4. Provide monthly performance reports X
5. Implement application performance improvements A X
G. Change management
1. Define and maintain process documentation P S
2. Provide change requirements for Applications Software - Certegy X
3. Provide change requirements for System (excluding Applications
Software - Certegy) X
4. Provide change requirements for Systems Software X
5. Conduct IPT meeting X A
6. Promote System changes to production X
7. Report on System change success X
8. Close Change Request assigned to Certegy X
9. Close Change Request assigned to IBM X
H. Executive reporting for System performance P S
Page 17 of 24
3.0 SYSTEM MANAGEMENT AND CONTROL PART 2
I. Problem management
1. Define and maintain the process documentation X A
2. Record incident reports production problems X
3. Distribute incident reports to support X
4. Provide input on incident reports X
5. Track incident reports through resolution X
6. Close incident reports assigned to Certegy X
7. Close incident reports assigned to IBM X
8. Perform root cause analysis for Applications Software - Certegy X
9. Perform root cause analysis for ail other problems X
J. System security (i.e., RACF,CICS, TSO)
1. Administration X
2. Execution X
K. System monitoring (mainframe, CICS, etc.) X
L. Performance tuning
1. IBM Machines X
2. Applications Software - Certegy X
3. Systems Software and Application Software - IBM X
M. Provide input and assist to troubleshooting
1. Systems Software X
2. Application Software - Certegy A X
N. Perform troubleshooting/problem resolution X
O. Provide Applications Software programmer assistance A
P. Provide input on System backup/recovery requirements X
Q. Perform System backup /recovery procedures X
R. Perform System backup/recovery job execution X
S. Perform VTAM/NCP installation X
T. New technology/product research
1. System technology input/review P S
2. System technology selection P S
3. Technology implementation X
U. New technology/product research (existing scope)
1. Technology input/review P S
2. Technology selection P S
3. Technology implementation X
V. VTAM/NCP change
1. Consult on protocol, interface standards, connectivity A X
2. FEP configuration management and documentation X
Page 18 of 24
4.0 DATABASE SYSPROG SUPPORT
A. Plan database Systems Software changes and maintenance X
B. Install database Systems Software for product trials and evaluations X
C. Perform software installs/upgrades to ensure operations stability,
system Availability and the enabling of new functions X
D. Configure database Systems Software environments X
E. Enable and maintain Systems Software security interfaces X
F. Apply Systems Software maintenance as required to maintain vendor
currency, system Availability, performance, and operational stability. X
G. Backup and restore database Systems Software components X
H. Implement and maintain database and Systems Software general
operational and support procedures, including database Systems Software
startup/shutdown X
I. Install, configure and support the standard platform and toolset for
databasesystem monitoring and management X
J. Implement and maintain database Systems Software monitoring, response
and data collection procedures to ensure continued aces ability,
availability and performance X
K. Respond to database system monitoring alerts and exceptions, and
provide database system problem recovery and resolution X
L. Tune database Systems Software performance by analyzing data, making
recommendations, and implementing database Systems Software tuning
improvements X A
M. Carry out the orderly removal of software products and components at
software retirement time X
N. Dispose of vendor materials at software retirement time, including
return to the vendor where appropriate X A
O. Develop, maintain, and periodically test the Disaster Recovery Plans
and the database Systems Software X A
4.0 DATABASE APPLICATION SUPPORT
A. Develop and maintain data models X
B. Develop and maintain logical application database design X
C. Develop and maintain physical application database design X
D. Define and implement application database access and security policies X
E. Administer application database user access authorizations X
F. Manage application capacity requirements X
G. Monitor and respond to application events X
H. Resolve problems related to application database design X
I. Plan and implement application database design changes to improve
performance, including index modifications X
J. Perform application testing for new DBMS software maintenance changes X
K. Establish, maintain and support application database components in
application enabling and production environments X
L. Migrate application database components between application
environments (e.g. development to production) X
Page 19 of 24
M. Convert database structures, by adding and deleting fields and indices,
and making similar application database environment changes. Implement
approved application design changes X
N. Provide application database space management (reorganization, regular
maintenance, placement, capacity, etc.) X
O. Implement and maintain application database CSC (Help Desk) procedures
and on-call procedures X
P. Implement and maintain application database monitoring, response, and
data collection procedures to ensure continued capacity, availability
and performance X
Q. Respond to application database monitoring alerts and exceptions, and
provide application database problem recovery and resolution X
R. Tune application database system performance by analyzing data, making
recommendations, and implementing application database tuning
improvements X
S. Optimize application database utilities, job streams, and storage usage X
T. Maintain application database security X
U. Develop, implement, and execute application database backup and
recovery procedures X
V. Execute Performance Acceptance testing of new data base applications X
W. Establish and support application database components during software
trials and evaluations X
5.0 FAILURE AND DISASTER RECOVERY
A. Define Disaster Recovery requirements A X
B. Define customer connectivity requirements A X
C. Maintain Disaster Recovery Plan X A
D. Coordinate Disaster Recovery testing X A
E. Perform Disaster Recovery testing for System X A
E2. Perform Disaster Recovery testing for Applications Software - Certegy A X
F. Declare Disaster A X
G. Execute Data Center Disaster Recovery procedures X A
H. Execute network Disaster Recovery procedures A X
I. Execute Applications Software - Certegy disaster recovery procedures A X
J. Resolve Machine failure X
K. Resolve Systems Software failure X
L. Resolve Applications Software - Certegy failure X
M. Resolve Applications Software - IBM failure X
6.0 DASD MANAGEMENT
A. Provide capacity plan for storage requirements A X
B. Physical design X A
C. Capacity planning for hardware X
D. Performance management X
E. Performance utilization tracking X
F. Perform System backup/recovery procedures X
Page 20 of 24
F2. Perform Applications Software - Certegy data backup/recovery procedures X A
F3. Define System backup/recovery procedures X
G. Troubleshooting/resolution X
Page 21 of 24
7.0 PRODUCTION CONTROL
A. Scheduling Systems Software
1. Install/update changes X
2. Scheduler testing/support X
3. Build scheduler plans X A
4. Execute production jobs X
B. Production scheduling
1. Input to JCL standards A X
2. Develop/maintain JCL standards A X
3. Review JCL for standards compliance X
4. Code and test JCL A X
5. Document job flow/job streams-development team S P
6. Document job restart/rerun-development team S P
7. Document job prerequisites and priorities S P
8. Maintain scheduling manual in production control X
9. Provide and maintain application run-books X
C. Promote production code X
D. Parameter card input X
E. Parameter card update - Certegy managed X
F. Parameter card update - IBM managed X
G. Certegy calendar/scheduler input X A
H. Scheduling calendar X
I. Batch test schedule
1. Define/develop test requirements A X
2. Execute test batch cycle A X
J. Batch/online production schedule
1. Provide scheduler input (production job requirements) X
2. Scheduler updates X
3. Provide input on scheduling conflicts X A
4. Resolve scheduling conflicts A X
5. Execution X
6. Production checks and balances process A X
K. Job execution
1. Monitor production job execution X
2. Address/escalate batch failures as documented X
3. Maintain application support documentation X
L. Applications Software installation
1. Acceptance testing X
2. Verification/approval process X
3. Promote to production X
M. Systems Software support
1. Maintain Systems Software at supported levels X
2. Maintain Systems Software utilities and products X
3. Select Systems Software P S
4. Implement Systems Software X
5. Interface to vendors for problem resolution X
N. Advise of Systems Software change impact X
Page 22 of 24
8.0 MAINFRAME INFORMATION AND DATA NETWORK SECURITY
A. Install, maintain and upgrade new or existing security software X
B. Define access control software requirements X
C. Maintain the access control software X
D. Identify and document the data security requirements X
E. Implement the documented protection requirements for End User data X
F. Manage logon IDs and authorities for IBM employees X A
G. Identity Certegy employees Logon and authorities R
H. Manage logon IDs and authorities for Certegy employees X
I, Establish criteria for management and reset of users' passwords A X
J. Review, approve and grant requests for privileged user authorities X R
K. Applications Software password authorization and administration X
L. Logs and alerts monitoring and response X R/A
M. Incident investigation X X
N. Security audit A R
O. Mainframe file controls A R
P. Identify all dial-in services and Authorized Users of the Services A X
Q. Maintain security controls for dial-in services X
R. Add, change and delete users' access to the dial-in services X R
S. Provide logical security controls at the Certegy Data Center A X
9.0 PHYSICAL FACILITIES AND SECURITY
A. Provide physical facilities X
B. Provide Certegy with IBM's security standards and practices X
C. Review security policies and procedures for effectiveness A X
D. Maintain and update the security section of the Procedures Manual A X
E. Provide physical security controls at the Certegy Data Center X
F. Restrict access to the Data Center to authorized personnel only A X
G. Conduct periodic reviews of the Data Center access control logs A X
H. Implement controls which protect printed output under IBM control X
J. Provide secure storage for portable storage media X
K. Badge distribution, alarm monitoring and response at Data Center X
L. Data Center emergency response (fire, medical, first aid, bomb threat) X
Page 23 of 24
10.0 APPLICATIONS SOFTWARE - CERTEGY SERVICE DELIVERY
A. Resolve scheduling conflicts A X
B. Resolve cycle abends A X
C. Establish and maintain escalation procedures X X
D. Establish Performance Standards and Minimum Service Levels related to
Applications Software - Certegy performance X
E. Perform root cause analysis A X
F. Report Applications Software - Certegy incident report resolution
statistics X
G. Institute Applications Software - Certegy run time improvements (RTIs) A X
11.0 APPLICATIONS SOFTWARE - IBM SERVICE DELIVERY
A. Resolve scheduling conflicts X
B. Resolve cycle abends X
C. Establish and maintain escalation procedures for Performance Standards
and Minimum Service Levels X
D. Establish Software performance X
E. Perform root cause analysis X
F. Report Applications Software - IBM incident report resolution
statistics X
G. Institute Applications Software - IBM run time improvements (RTIs) X A
Page 24 of 24
SCHEDULE E OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
NETWORK SERVICES
DATA NETWORK SERVICES
1.0 INTRODUCTION
IBM will be responsible specifically for the limited Data Network Services that
provide SNA, TCP/IP on the mainframe, X.25 related to what runs in the Front End
Processors and Bisync (the "Data Network Services") for the St. Petersburg and
Madison locations via the equipment specified in Schedule I (Network Locations).
Data Network Services will include all the above protocol interfaces as they
apply to direct mainframe connectivity in accordance with the network equipment
listed in Schedule C. This responsibility also includes the maintenance on
equipment, software, network management platforms, and the design required to
deliver the Data Network Services to Certegy. IBM will provide Data Network
Services during the Service Hours (8AM to 5PM EST) and on-call for all other
times. Certegy will provide the network equipment as listed in Schedule C
including channel extenders, 3745/4745 FEP and 3174 controllers.
2.0 OPERATIONS
IBM will support the operational functions for the above Data Network Services
including production monitoring, performance monitoring, and problem resolution.
Identified Data Network equipment and cabling, including channel extenders
operated by IBM, will be monitored and supported up to the router or WAN
interface connection. Certegy will retain all WAN and LAN connectivity and
support responsibility.
3.0 OPERATIONS MANAGEMENT AND CONTROL
IBM will be responsible for the operations management and control of the Data
Network Services. Upon detection of an alarm condition or a Certegy trouble
report that indicates an out-of-service or degraded condition, IBM will begin
coordinating the resolution and will remain responsible until the problem is
resolved, provided the problem is an IBM problem, or if the problem is
determined to be a Certegy problem (i.e., data circuit), work with Certegy to
the extent necessary for Certegy's resolution of the problem.
Operations will:
(a) provide proactive monitoring and surveillance of real-time SNA
Data Network Services elements;
(b) respond to alarms from the above Data Network Services management
systems or Certegy trouble reports by initiating service
Schedule E Network March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 5
restoration, coordinating remote diagnostics and trouble
resolution, and initiating problem tracking and notification
procedures;
(c) coordinate dispatch services or vendor maintenance activity on
the Data Network Services equipment when Data Network Services
problems cannot be cleared remotely;
(d) provide timely and periodic status updates of ongoing problem
resolution activities to the Customer Service Center and End
Users; and
(e) verify that reported faults and End User problems are resolved.
Monitoring
IBM's responsibility will include monitoring the availability and the
performance of the Data Network Services resources. Monitoring will be
accomplished by periodic polling of Data Network Services resources and by
processing system events that are generated. Performance monitoring will
attempt to detect problems before End Users are affected. Performance
monitoring will also provide information regarding utilization,
availability, and performance of the Data Network Services. Data collected
may vary based on the device type, but examples of the information
collected will be incorporated into Data Network Services availability
delivery reports. Data will be collected using polling intervals
established by IBM's design organization and analyzed to determine a
pattern of usage that consists of the average network usage and peak usage
time.
Capacity Management
IBM will be responsible for maintaining capacity that will meet or exceed
the Service Levels. This includes monitoring and tuning the equipment
listed in Schedule C in the locations in Schedule I (St. Petersburg and
Madison) across the Data Network Services technology environments for
efficiency, management of configuration requirements, and efficient
coordination with service and supply vendors. IBM will implement processes
to provide regular performance and capacity monitoring/reporting, using
tools appropriate to the Data Network Services environment. IBM will
monitor the Data Network Services to establish a reference for projecting
bandwidth and equipment needs and will recommend to Certegy the adjustment
of appropriate equipment in light of these projections. IBM will provide
the Data Network Services capacity planning information developed by IBM to
Certegy when requested by Certegy to assist with ▇▇▇▇▇▇▇'s budgeting,
response time analysis, and availability maintenance.
Page 2 of 5
4.0 CONNECTIVITY SERVICE
Certegy is responsible for providing the communications related equipment and
connectivity to and between all Data Network locations specified in Schedule I.
Connectivity to external (for example, Third Party) networks will also be
provided by Certegy. Connectivity to IBM's facilities and use of IBM shared
network facilities will require Certegy's prior review and approval which
approval will not be unreasonably withheld.
5.0 NETWORK MAINTENANCE
IBM will be responsible for the maintenance and maintenance costs of the Data
Network Services Machines specified in Schedule C at the locations identified in
Schedule I. Certegy will retain maintenance on all channel extension devices,
3174's and WAN connectivity.
6.0 NETWORK PROVISIONING
Certegy will be responsible for the procurement and installation activities in
support of all Data Network Services equipment and circuits that are needed to
provide this Service at each Data Network location. Any IBM network equipment
de-installation activities excluding the 4745's will be performed as a New
Service. Certegy will be responsible for the disposal of the FEP's (4745's) and
associated cabling and configuration removal as they are decommissioned over
time.
7.0 NETWORK ADMINISTRATION
IBM will administer the Data Network Services requirements and activities
including the processing of change requests. IBM will also be responsible to
administer and maintain address and configuration parameters for the Data
Network Services as it applies to the equipment and software that they are
responsible for listed in Schedule C for the locations in Schedule I.
8.0 SOFTWARE SUPPORT
IBM will be responsible for IBM VTAM/NCP, TCP/IP profile software within the
Data Network Services at the locations specified in Schedule I. IBM will provide
major and minor upgrades and patches to such software to maintain the agreed
currency of the Data Network Services equipment and the Data Network performance
and availability Service Levels. IBM will assist Certegy in their performance,
as needed from a design and implementation standpoint, with the migration of
current remote TN3270 Cisco CIP users over to a direct interface into the
selected Certegy mainframes TCP/IP stacks. This configuration may involve the
utilization of IP nailing functionality within the profiles for security
reasons, which shall be performed by Certegy.
9.0 REGULATORY CHANGES
Page 3 of 5
IBM will perform Data Network Services modifications as required to maintain
compliance with IBM Regulatory requirements and Certegy Regulatory requirements
applicable to the Data Network Services.
10.0 NETWORK ENGINEERING
IBM will provide Data Network Services engineering functions related to meeting
Certegy's communications needs, including Data Network Services design, capacity
and configuration management, Data Network Services optimization, efficiency
tuning and vendor coordination.
IBM will:
a) perform Data Network Services design activities, to include
establishing Data Network Services design criteria and standards with
Certegy;
a) manage the capacity and configuration of the Data Network Services;
b) maintain and provide to Certegy Data Network Services documentation
and information as reasonably requested by ▇▇▇▇▇▇▇;
c) evaluate and test Data Network Services equipment prior to
installation;
d) configure and install Data Network Services equipment at the locations
specified in Schedule I that will be attached to, and will communicate
over, the Data Network;
e) develop acceptance procedures for changes to the Data Network
Services; and
f) verify restoration of availability following problems with Data
Network Services equipment.
11.0 NETWORK OPTIMIZATION
Performance Monitoring
IBM will implement performance management and monitoring Tools to be used
in conjunction with the problem management system and the inventory
database to monitor the performance of the Data Network Services. This
monitoring will encompass those activities required to continuously
evaluate the principal performance indicators of Data Network Services
operations, verify Service Levels, identify actual and potential
bottlenecks, and establish and report on trends for decision making and
planning. These measurements may take the form of overall percent.
Measurements will include both peak and average levels.
Performance Planning
Page 4 of 5
IBM will work with Certegy to identify future loads on the Data Network
Services that could impact performance. IBM will propose to Certegy, for
its approval, changes to improve performance in anticipation of such future
loads. IBM's proposals will include performance improvement expectations
and the corresponding cost for the changes.
Network Tuning
On an ongoing basis, IBM will tune and manage the Data Network Services to
meet Certegy business requirements and Service Levels. Certegy will retain
responsibility for WAN and multi-protocol network tuning and cost for the
changes. ▇▇▇▇▇▇▇ agrees to make reasonable tuning changes necessary for IBM
to meet the Service Levels.
Network Optimization
On an ongoing basis, IBM will perform Data Network Services optimization
reviews on a mutually agreed schedule. Such reviews will be performed
following any major Data Network Services migrations or changes. IBM will
focus on achieving Certegy's optimization objectives, with ▇▇▇▇▇▇▇'s
approval and participation. IBM will also optimize the Data Network
Services in terms of cost effectiveness and efficiency (not including
Transport), but without sacrificing performance or ability to meet the
Service Levels.
CERTEGY RESPONSIBILITIES
Certegy will:
a) provide all non- Data (multi-protocol) Network WAN and LAN management,
monitoring, provisioning, procurement, problem resolution;
b) control and distribute IDs to End Users;
c) be responsible for any damages resulting from the use of IDs under
▇▇▇▇▇▇▇'s control;
d) appoint a Certegy Focal Point to work with IBM to resolve non-Data
Network operational problems, order Data Network services and
products, and authorize others to do so;
e) provide IBM or IBM's designee with the necessary assistance to enable
IBM's personnel access to the Facilities to perform inspections,
installations, prepare returns, or perform maintenance (including
engineering changes) as appropriate;
f) obtain and pay all costs associated with supplying any required unique
registered IP addresses provided by an American Registry of Internet
Numbers (ARIN)- accredited registrar or other recognized standards
body;
g) provide, install and maintain the required cabling, wiring, physical
security and utilities for the Data Network locations specified in
Schedule I;
h) provide all End User training; and
i) Provide support for all non-supported software and hardware.
Page 5 of 5
SCHEDULE E OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
DESKTOP MANAGEMENT SERVICES
Services, Location of Facilities, Operational and Financial Responsibilities
DESKTOP MANAGEMENT SERVICES
1.0 INTRODUCTION
IBM will provide the following Desktop Management Services (DMS) to Certegy as
provided in this Schedule E Desktop Management Services. IBM will provide the
Desktop Services at the St. Petersburg, Florida; Madison, Wisconsin; Salt Lake
City, Utah; Alpharetta, Georgia; and Tuscaloosa, Alabama Certegy Facilities (the
"Desktop Locations"). Unless otherwise agreed to by Certegy and IBM, IBM will
provide Desktop Management Services during the hours of 8:00AM to 5:00PM, (local
time of the Facility) Monday through Friday and call out coverage for all other
times.
2.0 ON-SITE SERVICES
IBM will provide End User (see TD for definition) assistance with problem
determination and problem resolution at the End User's Desktop workstation. Any
laptop personal computer connected to a docking station that is used as a
desktop workstation will be considered a Desktop at the End User's Desktop
Location. On-site Services are a combination of deskside support (which is
primarily Level 3 support invoked by the Help Desk when Level 1 and Level 2
support cannot adequately address the End User's problem), hardware related
support, software problems and IMAC Services. Level 1, 2 and 3 support levels
are defined in Schedule M hereto, and IMAC Services are defined in Schedule J
hereto. IBM will provide 36 month warranty support for all Desktop and laptop
devices that are associated with those devices that are included in the lease
agreement between IBM and Certegy.
Certegy will provide hardware break/fix vendor support for all out of warranty
Desktop and laptop devices owned or leased by Certegy. Certegy will provide all
warranty support for Non-IBM Desktop and laptop devices that are currently owned
by Certegy.
For Certegy owned or leased End User laptop personal computers that are not
being used as Desktops at the locations referenced in Section 1.0 above ("Mobile
End Users") that are included in the Standard Products and the Supplement
Baselines, IBM will provide such Desktop Management Services as Depot Services,
that is performed at the Certegy sites referenced in Section 1.0 above. The
Certegy Mobile End User is responsible for transportation or delivery of the
laptop equipment to one of the Certegy facilities referenced in Section 1.0. For
locations other than St. Petersburg and Madison, IBM may not have adequate spare
machines or Certegy provided parts to immediately swap out or repair these
specific units and may have to ship the units to either Madison or St.
Petersburg for repair or to obtain a replacement unit. Certegy is
Schedule E Mainframe March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 6
responsible for any shipping costs associated with the above unless the units
are part of the Technology Refresh Plan and the Mobile End User has no issue
with the standard replacement timeframe as stated in the warranty. If the Mobile
End User needs to have the replacement unit earlier than the standard
replacement timeframe as stated in the warranty, Certegy will be responsible for
shipping costs.
Certegy has overall responsibility for LAN connectivity for all workstations.
IBM will work with Certegy to ensure Desktop connectivity testing of the Desktop
after it has been swapped or repaired by IBM.
IBM will provide interfaces to Certegy IR (Incident Reporting), RS (Request for
Service) and On Line Service Request applications (collectively the GWI and
Domino workflow applications) which includes all trouble tickets, project
requests and desktop hardware/software requests.
DESKSIDE SERVICES RESPONSIBILITIES MATRIX
R = IDENTIFY REQUIREMENTS A = ASSIST X = PERFORM P = PRIMARY S = SECONDARY
RESPONSIBILITY
--------------
ITEM NO. SERVICES IBM CERTEGY
-------- -------- ---- -------
2.1.1 Problem source identification. X
2.1.2 Problem severity / impact validation according to Certegy standards S P
as provided in the Procedures Manual
2.1.3 Problem determination. X
2.1.4 Provide Level 2 and Level 3 support at the End User's work location X
in accordance with the procedures set forth in the Procedures Manual.
2.1.5 Provide Deskside Support Services for Nonstandard Products on a X
commercially reasonable efforts basis or at an hourly charge as
agreed by the Parties.
2.1.8 Support for Certegy home-developed application software. A X
2.1.9 Dedicated executive support (VIP support Alpharetta). A X
2.1.10 Determine workstation/peripheral suitability as determined by X A
hardware and software.
2.1.11 Provide HW, SW (deskside) service to a Mobile/Remote End User as X A
identified in 2.0 herein and in accordance with the Procedure Manual.
2.1.12 Arrange for an on-site support call at a particular time/date with a X A
mobile user who is visiting a supported site.
2.1.13 Provide area "depots" in at the Certegy locations referenced in X A
Section 1.0 specifically for Mobile End User drop off and pick up
service.
2.1.14 Dispose of obsolete Certegy owned equipment A X
2.1.15 Save/transfer of Certegy data during the 'swap out' process. X A
2.1.16 Manage the spare parts inventory in accordance with guidelines X
provided by Certegy
2.1.17 Provide the procedures to be followed by mobile and/or home-based X
End Users in order to obtain depot services.
2.1.18 Train users on Certegy Desktop Applications A X
Page 2 of 6
2.2 HARDWARE MAINTENANCE
RESPONSIBILITY
--------------
ITEM NO. SERVICES IBM CERTEGY
-------- -------- --- -------
2.2.1 Provide for all corrective maintenance and repair. X
2.2.2 Coordinate and schedule maintenance activities. X
2.2.3 Dispatch hardware maintenance service personnel. X
2.2.4 For Mobile End User utilizing a depot site, faulty equipment is A X
delivered to depot site and shipped back to Mobile End User.
2.2.5 Using Certegy-provided warranty documentation, maintain the X
records necessary to support warranty service of on-warranty
devices installed as of the Commencement Date.
2.2.6 For equipment ordered by IBM after the Commencement Date, X
maintain the records necessary to support warranty repair
service.
2.2.7 Coordinate warranty repair service with the appropriate X
equipment manufacturer.
2.2.8 Track and report observed failure trends for Desktop Systems. X
2.2.9 Provide spare parts inventory and spare Standard Desktop X
machines (Definition) necessary for IBM to provide the Desktop
Management Services in accordance with the Service Levels
2.2.10 Provide hardware maintenance Services for Nonstandard Products. X
2.3 IMAC SERVICE
RESPONSIBILITY
--------------
ITEM NO. SERVICES IBM CERTEGY
-------- -------- --- -------
2.3.1 THE ACTIVITIES ASSOCIATED WITH THE COORDINATION OF IMAC ARE AS
FOLLOWS:
2.3.1.1 Schedule the IMAC perform date with the Certegy End Users. X
2.3.1.2 Notify the Certegy Focal Point of the required IMAC components X
that must be available and site preparations (facilities and
telecommunications modifications), which must be completed
prior to the scheduled IMAC date.
2.3.1.3 Plan and coordinate the execution of and execute IMAC. X
2.3.1.4 Prior to the scheduled IMAC date, validate with the Certegy X A
Focal Point that the End User has complied with all
prerequisites, all site modifications are complete, and that
the necessary IMAC components have been received and will be
available at the End User's work location on the scheduled IMAC
date.
2.3.2 THE PERFORM ACTIVITIES RELATED TO INSTALL ACTIVITIES AS
FOLLOWS:
2.3.2.1 Develop and maintain procedures for installation of Standard X A
Products for Certegy HW & SW.
2.3.3 THE PERFORM ACTIVITIES RELATED TO REMOVAL ACTIVITIES ARE:
2.3.3.1 Removal of system unit and placement back in inventory or X
prepare for disposal.
2.3.3.2 Prepare displaced hardware (i.e., desktop/laptop, wrap cords) X
and, if applicable, move to a designated staging area within
the Facility for removal by Certegy.
2.3.3.6 Data erasure on removed hardware systems per procedures X R
2.3.4 THE ACTIVITIES RELATED TO IMAC PERFORM ARE:
2.3.4.1 Perform the IMAC Services for Desktop Standard Products X
according to the criteria specified in the IMAC checklist as
defined in Procedures Manual
Page 3 of 6
RESPONSIBILITY
--------------
ITEM NO. SERVICES IBM CERTEGY
-------- -------- --- -------
2.3.4.2 Assist Certegy in resolving on a timely basis any issues X
impacting IMAC activity.
2.3.4.3 Implement A mutually agreed-upon process for consolidating IMAC X A
activity, when possible, into IMAC Projects.
2.3.4.4 Transportation or shipping of desktops or laptops X
2.3.4.5 Data migration related to IMACs X A
2.3.5 FOLLOWING ACTIVITIES ARE CONSIDERED AS SPECIAL PROJECTS AND
WILL BE PROVIDED AS PROJECTS AS AGREED BY THE PARTIES
2.3.5.1 Major moves (Generally more than 12 in a single site) X
2.3.5.2 Major roll outs (refreshes) (any event outside the Desktop X
Refresh Plan)
2.3.5.3 Moves outside the Certegy major site locations X
2.3.5.4 Re-deploy of desktops X
3.0 ELECTRONIC SOFTWARE DISTRIBUTION SERVICE
IBM will provide Electronic Software Distribution Services for Desktop Supported
Products using existing Certegy SMS product as of the Commencement Date,
including distribution of software packages to all End Users, creating and
maintaining software distribution package, define distribution processes and
procedures. Maintaining distribution plans and compatibility compliance and
resolution of configuration problems.
IBM will provide Electronic Software Distribution Services including the
management of the Software Distribution environment using the appropriate SMC
disciplines (for example, performance management, problem management, change
management).
Resolving failed load caused by Nonstandard Products will be performed as hourly
services.
DESKSIDE SERVICES RESPONSIBILITIES MATRIX
R = IDENTIFY REQUIREMENTS A = ASSIST X = PERFORM P = PRIMARY S = SECONDARY
RESPONSIBILITY
--------------
ITEM NO. SERVICES IBM CERTEGY
-------- -------- --- -------
3.1 DISTRIBUTION ENVIRONMENT
3.1.1 Define distribution image software list. A X
3.1.2 Ensure that the distribution infrastructure meets requirements A X
for the service and service levels which will be provided.
3.1.3 With Certegy define the Certegy platform requirements for X A
successful distribution.
3.1.4 Define what is to be distributed to each specific desktop X
system.
3.1.5 Provide End Users with necessary information of upcoming A X
distributions
3.1.6 Ensure that designated machines have the right status to X
receive distribution (e.g. turned on).
3.2 CREATE CHANGE
Page 4 of 6
RESPONSIBILITY
--------------
ITEM NO. SERVICES IBM CERTEGY
-------- -------- --- -------
3.2.1 Receive, acknowledge, validate and perform a change request X
involving software distribution from the change control
process.
3.2.2 Schedule and coordinate Electronic Software distribution. X A
3.2.3 Communicate to the Certegy Focal Point, via the change X
management procedures, any prerequisites prior to a Electronic
Software Distribution and any post-install requirements.
3.2.4 Prior to a Electronic Software distribution, if appropriate, X
make recommendations to Certegy for End User training related
to the changes which will result from such distribution.
3.2.5 Define distribution processes and procedures. X A
3.2.6 Package repository software - ensure configuration and policy A X
compliance
3.2.7 Provide software distribution hardware and software platform X
3.2.8 Identify environment, build image and test. X A
3.2.9 Test that the application/change to be distributed works in the A X
Standard Certegy HW/SW
3.2.10 Provide the distribution processes and procedures to X
Certegy-designated personnel (e.g., operators, help desk,
problem support personnel) and communicate any Certegy support
requirements.
3.2.11 Resolve configuration conflicts between previously distributed X
software packages and the software packages to be distributed
and modify as necessary.
3.3 DISTRIBUTE CHANGE
3.3.1 Manage environment (capacity, architecture, LAN speed, etc.) to A X
determine feasibility of each distribution request.
3.3.2 Provide electronic change notice to the Certegy X
user-communication team regarding upcoming distributions prior
to distribution.
3.3.3 Manage and administer the Electronic Software distribution X
according to the approved change distribution plan.
3.3.4 Perform testing prior to distribution. X
3.3.5 Execute Electronic Software Distribution to the Certegy X
designated machines on the agreed time.
3.3.6 Monitor and ensure the successful distribution to the end X
Certegy level.
3.3.7 Take corrective action, as appropriate, for problems resulting X
from the distribution to correct error conditions and inform
Certegy of which machines have / have not received the software
package.
3.3.8 Provide trend analysis and periodic management reports on X
distribution success / failure rates.
3.3.9 Resolve failed loads caused by Nonstandard Products A X
3.3.10 Resolve failed loads caused by lack of hardware and/or network X A
resources.
4.0 CERTIFICATION/TEST
IBM will maintain as of the Commencement Date existing test and certification
environments for production and IBM will maintain existing test and
certification environments for development.
Page 5 of 6
Certegy will provide all hardware platforms for test and development along with
the required associated infrastructure.
RESPONSIBILITY
--------------
ITEM NO. SERVICES IBM CERTEGY
-------- -------- --- -------
4.1 Maintain the production and development test and certification X R
environments according to Certegy requirements.
4.2 Test and certify applications/changes requested by Certegy. A X
4.3 Test applications/changes in standard Certegy platform. X
4.4 As agreed with Certegy inspect the application/change from a X A
production perspective.
Page 6 of 6
SCHEDULE F OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
LEASES, LICENSES AND OTHER THIRD PARTY AGREEMENTS
Section F-1 of this Schedule F lists the Mainframe Tower leases for which IBM is
assuming financial, management and/or administrative responsibility as attorney
in fact for Certegy.
SECTION F-1 - LEASES FOR MAINFRAME TOWER
IBM IS NOT RESPONSIBLE FOR ANY MAINFRAME TOWER LEASES FOR CERTEGY AS
OF THE COMMENCEMENT DATE
Section F-2 of this Schedule F lists the Mainframe Tower IBM software licenses
for which IBM is assuming financial, management and/or administrative
responsibility as attorney in fact for Certegy.
SECTION F-2 SYSTEMS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM PRODUCT ------------------------------------
NO. NUMBER SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- -------- ------------------------------------ -------- ------- ------ -------- ------
1 5645-005 System Automation for OS/390 IBM I I I I
2 5648-A25 COBOL for OS/390 & VM V2 IBM I I I I
3 5648-063 ACF/NCP V5.4 IBM I I I I
4 5655-A46 JAVA for OS/390 V1R1M0 IBM I I I I
5 5655-A95 MQSERIES FOR OS/390 V.2.1 IBM I I I I
6 5655-B17 PSF V3 for OS/390 IBM I I I I
7 5655-D35 JAVA (TM) 2 Technology Edition 1.1.0 IBM I I I I
8 5655-D44 XML Toolkit for OS/390 1.1.0 IBM I I I I
9 5655-041 ACF/SSP Version 4 MVS IBM I I I I
10 5655-147 CICS TS for OS/390 IBM I I I I
11 5655-279 BTAM/SYSTEM PRODUCT IBM I I I I
12 5665-333 NetView Performance Mon. (NPM) IBM I I I I
13 5668-958 VS COBOL II Comp Liba nd Debug IBM I I I I
14 5675-DB2 DB2 UDB for OS/390 IBM I I I I
15 5675-DB2 QMF for OS/390 (feat of DB2) IBM I I I I
16 5688-190 PPFA/370 IBM I I I I
17 5694-A01 z/OS V1 Base IBM I I I I
18 5694-A01 z/OS V1 DFSMS dsshsm IBM I I I I
19 5694-A01 z/OS V1 HLASM Toolkit IBM I I I I
20 5694-A01 z/OS V1 RMF IBM I I I I
21 5694-A01 z/OS V1 SDSF IBM I I I I
Schedule F March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 6
SECTION F-2 SYSTEMS SOFTWARE - IBM
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM PRODUCT ------------------------------------
NO. NUMBER SOFTWARE NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- -------- ------------------------------------ -------- ------- ------ -------- ------
22 5697-B82 Tivoli NetView Enterprise IBM I I I I
23 5735-XXB Emulation Program Version 1 IBM I I I I
24 5740-CB1 COBOL Compiler/Library V1 IBM I I I I
25 5798-DXQ ICFRU 1.1.0 IBM I I I I
26 5655-A25 AFP TOOLBOX FOR MVS IBM I I I I
27 5648-D68 DB2 FACILITIES SUITE SUBSCRIPTION IBM I I I I
28 5697-E98 DB2 FACILITIES SUITE IBM I I I I
29 5697-B82 GRAPHICAL ENTERPRISE LE 370 IBM I I I I
Section F-3 of Schedule F lists the Mainframe Tower Third Party Agreements for
which IBM is assuming financial, management and/or administrative responsibility
as attorney in fact for Certegy.
SECTION F-3: SYSTEMS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM SOFTWARE ------------------------------------
NO. VENDOR NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- ---------------------- ----------------------- -------- ------- ------ -------- ------
1 FUJITSU (▇▇▇▇▇▇) TDMF Certegy I I I NA
2 ASI PKZIP Certegy I I I NA
3 BMC (▇▇▇▇▇ & ▇▇▇▇▇▇▇) EASYPOOL (POOL DASD)(5) Certegy I I I NA
4 BMC (▇▇▇▇▇ & ▇▇▇▇▇▇▇) STOP/X37II(5) Certegy I I I NA
5 CANDLE OMEGAMON II/EPILOG(5) Certegy I I I NA
6 CANDLE OMEGAMON II CICS(5) Certegy I I I NA
7 CANDLE OMEGAMON II MVS(5) Certegy I I I NA
8 CHICAGOSOFT MVS QUICKREF Certegy I I I NA
9 COMM-PRO COMM-PRO(6) Certegy I I I NA
10 COMPUTER ASSOCIATES ACF2/MVS Certegy I I I NA
11 COMPUTER ASSOCIATES CA-1 Certegy I I I NA
12 COMPUTER ASSOCIATES CA-11 Certegy I I I NA
13 COMPUTER ASSOCIATES CA-7 Certegy I I I NA
14 COMPUTER ASSOCIATES CA90S Certegy I I I NA
15 COMPUTER ASSOCIATES EASYTRIEVE PLUS Certegy I C C NA
Page 2 of 6
SECTION F-3: SYSTEMS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM SOFTWARE ------------------------------------
NO. VENDOR NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- ---------------------- ----------------------- -------- ------- ------ -------- ------
16 COMPUTER ASSOCIATES ENDEVOR/MVS BASE Certegy I I I NA
17 COMPUTER ASSOCIATES ENDEVOR/MVS AUTOMATED Certegy I I I NA
CONFIG MGR
18 COMPUTER ASSOCIATES ENDEVOR/MVS EXTENDED Certegy I I I NA
PROCESSOR
19 COMPUTER ASSOCIATES ENDEVOR/MVS EXTERNAL Certegy I I I NA
SECURITY INTERFACE
20 COMPUTER ASSOCIATES ENDEVOR/MVS PARALLEL Certegy I I I NA
DEV MGR
21 COMPUTER ASSOCIATES ENDEVOR/MVS QUICKEDIT Certegy I I I NA
22 COMPUTER ASSOCIATES ▇▇▇▇▇ for MVS Certegy I I I NA
23 COMPUTER ASSOCIATES JCLCHECK Certegy I I I NA
24 COMPUTER ASSOCIATES LIBRARIAN Certegy I I I NA
25 COMPUTER ASSOCIATES MULTI IMAGE CONSOLE Certegy I I I NA
26 COMPUTER ASSOCIATES MULTI IMAGE ALLOCATION Certegy I I I NA
27 COMPUTER ASSOCIATES MULTI IMAGE INTEGRITY Certegy I I I NA
W/EDIF
28 COMPUTER ASSOCIATES OPS/MVS II JES2 Certegy I I I NA
29 COMPUTER ASSOCIATES TPX ADV DATA COMPRESS ▇▇▇▇▇▇▇ I I I NA
OPT NVI/TPX
30 COMPUTER ASSOCIATES TPX MAILBOX OPTION Certegy I I I NA
31 COMPUTER ASSOCIATES TPX MULTISESSION Certegy I I I NA
32 COMPUTER ASSOCIATES TPX ACL/E Certegy I I I NA
33 COMPUTER ASSOCIATES TSOMON Certegy I I I NA
34 COMPUTER ASSOCIATES VIEW/MVS Certegy I I I NA
35 COMPUTER ASSOCIATES DELIVER/MVS Certegy I I I NA
36 COMPUTER ASSOCIATES XCOM Certegy I I I NA
Page 3 of 6
SECTION F-3: SYSTEMS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM SOFTWARE ------------------------------------
NO. VENDOR NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- ---------------------- ----------------------- -------- ------- ------ -------- ------
37 COMPUTER ASSOCIATES VISION EXCEL(BASE) Certegy I I I NA
(STERLING)
38 COMPUTER ASSOCIATES VISION RESULTS Certegy I I I NA
(STERLING)
39 COMPUWARE ABEND AID/CICS Certegy I I I NA
40 COMPUWARE ABEND-AID/XLS Certegy I I I NA
41 COMPUWARE XPEDITER/TSO Certegy I I I NA
BASE
42 COMPUWARE XPEDITER/CICS Certegy I I I NA
43 COMPUWARE XPEDITER/CICS ASM
OPTION Certegy I I I NA
44 COMPUWARE FILEAID/MVS Certegy I I I NA
45 COMPUWARE STROBE/MVS SYSPLEX Certegy I I I NA
46 COMPUWARE STROBE/CICS Certegy I I I NA
47 COMPUWARE ADV SESSION Certegy I I I NA
MGT FEAT.
48 COMPUWARE STROBE DB2 Certegy I C C NA
49 COMPUWARE iSTROBE Certegy I C C NA
50 COMPUWARE MQ STROBE Certegy I C C NA
51 COMPUWARE DBA Expert for DB2 Certegy I C C NA
52 DOCSENSE (PITNEY ▇▇▇▇▇) CICS WINDOW MAINTENANCE Certegy I I I NA
53 DOCSENSE (PITNEY ▇▇▇▇▇) FINALIST National Certegy I I I NA
54 DOCSENSE (PITNEY ▇▇▇▇▇) STREAM ▇▇▇▇▇▇ Certegy I I I NA
55 DOCSENSE (PITNEY ▇▇▇▇▇) DIALOG Certegy I I I NA
56 DOCSENSE (PSTNEY ▇▇▇▇▇) Z4 Ext Maintenance(6) Certegy I I I NA
57 INNOVATION DATA
PROCESSING FDR Certegy I I I NA
58 INNOVATION DATA
PROCESSING CPK Certegy I I I NA
59 INNOVATION DATA
PROCESSING ABR Certegy I I I NA
Page 4 of 6
SECTION F-3: SYSTEMS SOFTWARE - CERTEGY
RESPONSIBILITY
(I = IBM C = CERTEGY)
ITEM SOFTWARE ------------------------------------
NO. VENDOR NAME/DESCRIPTION LICENSEE OPER(1) FIN(2) MAINT(3) DEV(4)
---- ---------------------- ----------------------- -------- ------- ------ -------- ------
60 INNOVATION DATA
PROCESSING IAM Certegy I I I NA
61 ▇▇▇▇, ▇▇▇ AND ▇▇▇▇▇ VPS Certegy I I I NA
62 NETEC INTERNATIONAL CAFC Certegy I I I NA
63 OPENCONNECT FTP/SERVER Certegy I I I NA
64 OPENCONNECT OC/SOCKET Certegy I I I NA
65 PRIME FACTORS SECURITY SOFTWARE MVS
BCSS (formerly PMS))(6) Certegy I I I NA
66 SAS INSTITUTE SAS BASE/MVS(5) Certegy I I I NA
67 SAS INSTITUTE SAS CONNECT/MVS(5) Certegy I I I NA
68 SECURITY DYNAMICS SECUREID Certegy I C C
69 STERLING COMMERCE CONNECT:DIRECT OS390 Certegy I I I NA
70 STERLING COMMERCE CONNECT:ENTERPRISE Certegy I I I NA
71 SYNCSORT SYNCSORT MVS Certegy I I I NA
72 UNICOM SYSTEMS CICS/WINDOWS Certegy I I I NA
73 UNITECH ACR PLUS MVS Certegy I I I NA
NOTES:
(1) "OPER" means operational responsibility for the Systems Software listed in
this Schedule.
(2) "FIN" means financial responsibility for license fees, maintenance charges,
Maintenance Releases, Versions and any other related charges for the
Systems Software listed in this Schedule.
(3) "MAINT" means maintenance responsibility, including applying fixes,
corrections, and minor enhancements (but not necessarily the financial
responsibility for such) for the Systems Software listed in this Schedule.
(4) "Dev" means development responsibility, including the programming of any
regulatory/statutory mandated changes, version upgrades, or major
enhancements for the Systems Software listed in this Schedule.
(5) "SUSPENDED LICENSES" - These Certegy licenses will be suspended following
the Commencement Date and IBM will use its own licenses for these products.
However, IBM will still be subject to the terms and conditions of [Section
5.3] of this Transaction Document regarding 'paid up' licenses
Page 5 of 6
(6) In the event the procurement of the Licenses and ongoing Maintenance fees
for these three products (Prime Factor, CommPro and Z4) collectively exceed
$200,000 during the Term of this Transaction Document, then any amount over
$200,000 will be the financial responsibility of Certegy. IBM will notify
Certegy and obtain Certegy's written approval before exceeding the $200,000
figure.
IBM is assuming Certegy software licenses as of the Effective Date are licensed
at the level required to operate on the current ▇▇▇▇▇▇ 2064E machine rated at
883 MIPS. Certegy is responsible for guaranteeing these licenses are at this
level and if they are not, Certegy is responsible for upgrading these licenses
to the current ▇▇▇▇▇▇ 2064E, 883 MIPS, and will pay any associated costs if
applicable.
Page 6 of 6
SCHEDULE G OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
DISASTER RECOVERY SERVICES
1.0 INTRODUCTION
1.1 IBM will provide Disaster Recovery Services for the Mainframe Tower
for Certegy as described within this Schedule. This Schedule is
intended to describe all aspects of the services to be provided and
include the roles and responsibilities of both Certegy and IBM in
planning, testing and supporting Disaster Recovery for the Certegy
LPARS and the LPAR Critical Applications as defined herein.
1.2 IBM will provide access to the BCRS Atlanta Work Group Recovery Center
to Certegy. This center will provide 25 PC Desktops with workspace,
phones, chairs and power for office equipment. Certegy's access to
this site is limited to a total of 120 hours during the two (2) Plan
test times per year, and for a maximum of six (6) weeks from the date
of a Disaster declaration.
1.3 The Disaster Recovery Services included the provision by IBM of a 48
hour Quick Ship Service (meaning, upon declaration of a Disaster by
Certegy, the devices shown in the Disaster Recovery Plan will be
shipped to the designated site within 48 hours of said declaration) to
either the Certegy Madison Wisconsin or the Atlanta Work Group
Recovery Center locations for 11 NT servers, workstations and printers
as identified in the Disaster Recovery Plan.
1.4 IBM will be responsible for the provision of Disaster Recovery
Services to Certegy based on the roles and responsibilities in
Attachment 1, the Disaster Recovery Responsibilities Matrix.
1.5 The Parties' Disaster Recovery Services responsibilities shall
include, but not be limited to, the following:
1.5.1 IBM and Certegy will discuss and agree on the readiness of the
Certegy Application Disaster Recovery plan and the IBM System Disaster
Recovery plan and include such plans in the Disaster Recovery Plan;
1.5.2 IBM and Certegy will jointly plan and IBM will execute the
initial Disaster Recovery test (one of the two tests per Contract
Year) at a time to be agreed and subject to the commencement of the
Disaster Recovery Services;
1.5.3 IBM will provide a total of two tests per Contract Year during
the term of this Transaction Document. The combination of the two
tests will not exceed 120 hours of test time. These tests include
Resource Units at 80% of the Baseline plus the Deadband and the charge
is included in the Annual Service Charge. Additional hours, if
requested by ▇▇▇▇▇▇▇, may be available subject to additional charges;
Schedule G March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 13
1.5.4 IBM will provide the IBM Configuration and the defined network
infrastructure, if any, as agreed at the Recovery Center;
1.5.5 The Parties agree to review the DASD capacity and the data
transfer services required to support the target Recovery Times for
the Critical Applications (defined in Attachment 2) and achieve
agreement on the defined service 60 days prior to the scheduled
implementation of the Disaster Recovery Services;
1.5.6 IBM will design, implement system backup and recovery processes
and procedures;
1.5.7 Certegy will design, implement application and database backup
and recovery processes;
1.5.8 It is the intent of both Parties that the Critical Business
LPARS and target recovery times as identified in Attachment 2 will be
the goals of the jointly developed Disaster Recovery Plan, and both
Parties agree to work together to achieve these targets;
1.5.9 The Parties will be jointly responsible for the initiation,
support and execution of the testing and performance of the Disaster
Recovery Plan with the Parties respective roles being consistent with
the roles set forth in this Schedule;
1.5.10 In the event of a Disaster declaration, IBM and Certegy will
jointly support the execution of the Restoration; and
1.5.11 IBM will make commercially reasonable efforts to meet the
Service Levels during a Disaster declaration.
2.0 DEFINITIONS
2.1 "COLD SITE" means a fully constructed facility that provides all
Hot-Site physical services and utilities necessary to support
Certegy's computer environment. It does not have dedicated computer
hardware or network equipment.
2.2 "CRITICAL BUSINESS LPARS" means the LPARS specified by Certegy to
support ▇▇▇▇▇▇▇'s vital business functions in the event of a Disaster.
The Critical Business LPARS are set forth in Attachment 2 hereto.
2.3 "CRITICAL SYSTEM PROCESS" means any application process that is
required to support the Critical Business LPARS.
2.4 "DISASTER" means any unplanned interruption of information processing
for Certegy, due to causes beyond the reasonable control of Certegy or
IBM, which significantly impair the ability of IBM to perform the
Services and to operate the Critical Business LPARS at the Data Center
facility.
2.5 "DISASTER Recovery" means the Restoration, at a location other than
the Data Center,
Page 2 of 13
of Critical Business LPARS and Critical System Processes following a
declared Disaster.
2.6 "DISASTER RECOVERY PLAN" or "PLAN" means the mutually agreed upon plan
for recovering ▇▇▇▇▇▇▇'s Critical Business LPARS necessary for
continuation of the vital business processes of Certegy.
2.7 "CERTEGY CONFIGURATION" means the mainframe hardware and/or mainframe
software and Midrange equipment provided by Certegy as set forth in
the Disaster Recovery Plan, designated for support of the Critical
Business LPARS or the Midrange environment during a declared Disaster.
2.8 "HOT-SITE" means a fully equipped data center environment, which
contains the IBM Configuration.
2.9 "IBM CONFIGURATION" means the mainframe hardware including
communication controllers (FEP's) and mainframe software equipment and
the Midrange equipment provided by IBM, as set forth in the Disaster
Recovery Plan, designated for support of the Critical Business LPARS
and the Midrange environment during a declared Disaster.
2.10 "RECOVERY CENTER" means the facility from which IBM provides Disaster
Recovery Services.
2.11 "RESTORATION" means the point in time at which the Critical Business
LPARS have all data files recovered, and the Critical Applications are
reinstated after the declaration of a Disaster and is ready for the
Critical Business LPARS to begin processing as described in the
Disaster Recovery Plan.
2.12 "RECOVERY TIME OBJECTIVES" means the Recovery Times for Critical
Business LPARS and the Critical Applications as set forth in
Attachment 2 hereto, which both IBM and Certegy will work together to
achieve.
Page 3 of 13
3.0 DISASTER RECOVERY PLAN
3.1 The Disaster Recovery Plan will include, but will not be limited to,
the following:
3.1.1. a brief description of the critical systems process and
functions;
3.1.2. a listing of the Critical Business LPARS;
3.1.3. the agreed target recovery objective time frame for each
Critical Business LPARS;
3.1.4. the hardware equipment and software comprising the IBM
Configuration used for Disaster Recovery;
3.1.5. the hardware equipment and software comprising the Certegy
Configuration used for Disaster Recovery, if any;
3.1.6. IBM's and Certegy's recovery responsibilities;
3.1.7. copies of the recovery plans and procedures;
3.1.8. copies of the Applications Software - Certegy recovery plans
and procedures;
3.1.9. escalation processes and critical staff list for both IBM and
Certegy;
3.1.10. contact listings of Certegy and IBM key personnel on the
recovery management team;
3.1.11. identification of recovery teams;
3.1.12. Disaster declaration process;
3.1.13. names of those Certegy individuals who are authorized to
declare a Disaster;
3.1.14. the schedule for the periodic tape backup of Critical Business
LPARS;
3.1.15. the location and schedule for off-site storage of the tape
backups;
3.1.16. notification procedures;
3.1.17. recovery information, procedures, schedules, etc.; and
3.1.18. procedures for maintaining the Disaster Recovery Plan.
Page 4 of 13
4.0 IBM'S DISASTER RECOVERY PLAN RESPONSIBILITIES
4.1 As part of its Disaster Recovery responsibilities, IBM shall:
4.1.1. provide a representative who is knowledgeable (and at least one
alternate in case the primary representative is unavailable) in
Disaster Recovery planning and the Disaster Recovery Plan (the
"IBM Disaster Recovery Coordinator") to serve as a single point
of contact for ▇▇▇▇▇▇▇'s Disaster Recovery related communications
and activities. The IBM Disaster Recovery Coordinator will be
responsible for the development, maintenance, documentation and
testing of the System Disaster Recovery Plan;
4.1.2. develop, within one hundred and eighty (180) days of the
Effective Date, a Disaster Recovery Plan and procedures in
cooperation with Certegy and update if necessary, the Disaster
Recovery Plan on an annual basis or as warranted by business
and/or technical changes to ensure compatibility with Certegy's
and IBM's overall Disaster Recovery strategies and related plans;
4.1.3. provide and support the Disaster Recovery Service
infrastructure as requested by ▇▇▇▇▇▇▇;
4.1.4. provide the Critical LPARS backup and recovery plans as
required to meet the agreed recovery requirements and timetable;
4.1.5. in cooperation with Certegy, test the Disaster Recovery Plan
twice annually to ensure the Plan remains practicable and
current;
4.1.6. provide a total of up to one hundred twenty (120) hours for the
two tests per Contract Year (e.g. 60 hours per each test) at the
Recovery Center for testing Certegy's Disaster Recovery Plan and
provide Certegy with a detailed written status report within
fourteen (14) business days following each Disaster Recovery test
as well as recommendations and an action plan to correct any
deficiencies;
4.1.7. provide Critical LPARS recovery to the last backup cycle
available from tapes rotated to the off-site storage location or
as superceded by the cross-site data management and duplication
processes
4.1.8. provide application and database recovery to the last backup
cycle available from tapes rotated to the off-site storage
location or as superceded by the cross-site data management and
duplication processes;
4.1.9. provide overall project management in the event of a Disaster
or scheduled test;
4.1.10. verify that problem resolution during tests is performed in a
timely manner;
4.1.11. ensure that adequate staff resources are available to support
the Restoration of the System at all times;
Page 5 of 13
4.1.12. schedule two (2) tests per Contract Year at dates and times
acceptable to both Certegy and IBM; and
4.1.13. work with Certegy to review, and update if necessary, the
Critical Business LPARS lists on an ongoing basis and present the
results to the IPT. The IPT will resolve any financial
implications that may result from such review and update.
5.0 CERTEGY'S DISASTER RECOVERY PLAN RESPONSIBILITIES
5.1 Certegy's responsibilities:
5.1.1. Certegy will provide a representative who is knowledgeable in
Disaster Recovery planning and the Disaster Recovery Plan (the
"Certegy Disaster Recovery Coordinator") to serve as a single
point of contact for ▇▇▇▇▇▇▇'s Disaster Recovery related
communications and activities. The Certegy Disaster Recovery
Coordinator will be responsible for the development, maintenance,
documentation and testing of the Application Disaster Recovery
Plan;
5.1.2. Certegy will provide network connectivity required for Certegy
and Certegy customer connectivity to the IBM Disaster Recovery
Center;
5.1.3. in cooperation with IBM, review, and update if necessary, the
Disaster Recovery Plan on an annual basis or as warranted by
business and/or technical changes to ensure compatibility with
Certegy's and IBM's overall Disaster Recovery strategies and
related plans;
5.1.4. ensure that the Disaster Recovery Services and the
configurations and capacities that comprise the Certegy network
are sufficient to meet the Disaster Recovery requirements of the
Applications Software, in terms of the support of the recovery;
5.1.5. provide the Application backup and recovery plans as required
to meet the agreed recovery requirements and timetable;
5.1.6. in cooperation with IBM, test the Disaster Recovery Plan twice
annually to ensure the Plan remains current;
5.1.7. provide resources to support the testing of the Plan;
5.1.8. provide the IBM Disaster Recovery Coordinator with sufficient
information to support the reporting of the Disaster Recovery
test as well as recommendations and an action plan to correct any
deficiencies;
5.1.9. provide project management for the validation of the Recovery
of the Applications in the event of a Disaster or scheduled test;
5.1.10. request additional test time if required to develop and test
the Plan, subject to additional charges;
5.1.11. ensure that adequate staff resources are available to support
the Application Disaster Recovery at all times;
Page 6 of 13
5.1.12. provide the interface for auditing entities that require
review of the Disaster Recovery Plan and/or test results;
5.1.13. schedule two (2) tests per year at dates and times acceptable
to both Certegy and IBM;
5.1.14. work with IBM to review and update if necessary, the Critical
Business LPARS and critical applications lists on a quarterly
basis and present the results to the IPT. The IPT will resolve
any financial implications that may result from such review and
update; and
5.1.15. be responsible for the Business Continuity Plan (BCP). The BCP
contains detailed plans and procedures required to enable the
continued delivery of products and services in the event of
disruption to customer business function.
5.1.16. be responsible for the Restoration of the Midrange environment
(NT servers referenced in Section 1.3) in accordance with the
BCP.
6.0 DATA CENTER DISASTER DECLARATION AND RECOVERY
6.1 The key responsibilities in the event of a Disaster are:
6.1.1. Certegy shall be responsible for declaring a Disaster. The
process to declare a Disaster and a list of the Certegy
representatives authorized to declare such Disaster are specified
in the Disaster Recovery Plan. The list of representatives will
be reviewed and updated, if necessary, on a quarterly basis.
6.1.2. In the event of a Disaster, access to the Recovery Center or
another recovery facility will be on a first-come-first served
basis and may be shared with other subscribers also experiencing
a Disaster. Certegy will be provided access over: (i) customers
who are not Disaster Recovery Services customers, (ii) customers
who have scheduled testing, and (iii) customers who subsequently
notify the Recovery Center that they have declared a Disaster.
IBM will provide the Recovery Center within 24-hours of notice of
the Declaration of a Disaster.
6.1.3. If the primary Recovery Center specified in the Disaster
Recovery Plan is not available when a Disaster is declared,
Disaster Recovery Services will be provided at another IBM
Recovery Center without additional charge.
6.1.4. The Hot-Site Recovery Center may be occupied for up to six (6)
weeks after IBM is afforded access to the Recovery Center. After
six (6) weeks, IBM will provide space in another facility (the
"Cold Site") for up to six (6) months. Such space shall be
adequate to install the IBM and Certegy Configurations, if any,
as set forth in the Disaster Recovery Plan.
6.1.5. In the event of an extended Disaster, IBM and Certegy will work
together during the first six (6) weeks following the declaration
of Disaster to develop and implement a planned move to the Cold
Site facility. Certegy will have management and financial
responsibility for providing the Certegy Configuration to the
Cold Site facility, and the subsequent permanent facility.
Page 7 of 13
If requested by Certegy, IBM will assist Certegy in obtaining
such equipment. IBM will have management and financial
responsibility for providing the IBM Configuration to the Cold
Site facility and the subsequent permanent facility. During the
occupation of the Cold Site facility, the Parties will work
together to develop and implement a plan to move to the permanent
facility.
6.1.6. Certegy will support restoration of the Critical Business LPARS
and the Midrange as documented within the Plan.
6.1.7. The Parties will cooperate to achieve Restoration in accordance
with Attachment 2 hereto.
6.1.8. If a Disaster is declared, from the time of the initial outage
to five (5) calendar days after Restoration thereafter, IBM will
be relieved from the Service Level requirements set forth in
Schedule S of this Transaction Document
6.2 IBM's Data Center Disaster Recovery responsibilities
IBM responsibilities for Disaster Recovery will include without
limitation:
6.2.1. perform its Disaster Recovery responsibilities as set forth in
this Schedule G and the Disaster Recovery Plan;
6.2.2. retrieve and transport any required offsite stored media
including data and software to the Recovery Center;
6.2.3. recover the System as specified in the Disaster Recovery Plan
to support ▇▇▇▇▇▇▇'s Critical Business LPARS;
6.2.4. assist Certegy in the verification of the recovery of the
Critical Applications;
6.2.5. operate the Critical Business LPARS on the IBM and Certegy
Configurations at the Recovery Center;
6.2.6. provide adequate office space at the Recovery Center for
technical support teams and Certegy application support teams to
conduct recovery operations;
6.2.7. provide space for the 25 users at the Work Group Recovery
Center in Atlanta, Georgia. ▇▇▇▇▇▇▇'s access to this site is
limited to 120 hours during Plan test time per year, and for a
maximum of six (6) weeks from the date of a Disaster declaration;
6.2.8. provide and pay for living expenses incurred by IBM personnel
in the performance of the IBM Disaster Recovery responsibilities
to include the two annual tests and an actual Disaster
declaration if applicable; and
6.2.9. recover the Critical LPARS including the MIPS and storage
identified in the Disaster Recovery Plan.
6.3 Certegy's Data Center Disaster Recovery Responsibilities
Page 8 of 13
In the event of a declared Disaster, Certegy will:
6.3.1. perform its Disaster Recovery responsibilities as set forth in
this Schedule G and the Disaster Recovery Plan;
6.3.2. provide restoration of the Certegy and Certegy customer network
connectivity including, but not limited to providing connectivity
to the Disaster Recovery Data Center or if necessary the
alternative site, switching the appropriate Certegy network
connections to allow data communication to and from the System by
▇▇▇▇▇▇▇ and its Authorized Users for purposes of transmitting and
receiving data;
6.3.3. be responsible for the Applications Software - Certegy
recovery, database restoration and roll-forward and ensuring that
all restored Applications Software - Certegy are at a level that
can support the Service;
6.3.4. ensuring that the Certegy Authorized Users and clients are
informed of the situation and for all liaison with media and
external agencies;
6.3.5. manage the verification of the Restoration of the Applications
Software - Certegy and reinstatement of the Certegy services to
the Certegy clients;
6.3.6. comply with Recovery Center procedures, including those for
safety and security; and
6.3.7. pay all travel and living expenses incurred by Certegy
personnel in the performance of ▇▇▇▇▇▇▇'s Disaster Recovery
responsibilities.
7.0 DISASTER RECOVERY PLAN TEST FAILURE
7.1 If a failure occurs in the testing of the Disaster Recovery Plan and
such failure results in the need for an additional test, all labor and
offsite storage costs associated with the additional test will be
borne by the Party solely responsible for the failure. If the failure
is caused solely by IBM, such test shall not count as a test for
purposes of the limitation in Section 1.5.3.
7.2 The evaluation of whether a test was a failure will be jointly
determined in accordance with the jointly developed success criteria
developed by the IPT.
8.0 DATA CENTER RECOVERY FAILURE
8.1 In the event that IBM exceeds its committed recovery time for the IBM
Configuration, by greater than one (1) days, then, at Certegy's sole
discretion, the terms and conditions set forth in the Section 17.3 of
the Master Agreement shall prevail.
Page 9 of 13
9.0 NEW DISASTER RECOVERY REQUIREMENTS
9.1 Additional services, functions or capacity beyond that specified in
this Schedule G as of the Commencement Date will be added at the
request of Certegy subject to Section 9.6 of the Master Agreement.
9.2 Nothing stated in this Schedule G shall be construed to modify or
alter the Parties' responsibilities with respect to the Services, the
Systems Software, the Applications Software, or the Machines as
specifically set forth elsewhere in the Agreement.
Page 10 of 13
ATTACHMENT 1 TO
SCHEDULE G OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
RESPONSIBILITIES MATRIX
R = Identify Requirements
A = Assist
X = Perform
P = Primary
S = Secondary
RESPONSIBILITY
--------------
DISASTER RECOVERY RESPONSIBILITIES MATRIX IBM CERTEGY
----------------------------------------- --- -------
1.0 GENERAL
A. Develop requirements for Disaster Recovery A X
B. Provide, test and implement Applications Software - Certegy and A X
dependent data recovery plans
C. Provide, test and implement Critical LPARS recovery plans X A
D. Provide overall Disaster Recovery project management P S
E. Provide Applications Software - Certegy recovery support, verification X
and project management
F. Provide Certegy network Connectivity to Recovery Site X
G. Restore Applications Software - IBM recovery support and project X A
management
2.0 DISASTER RECOVERY PLANNING
A. Review the Critical Business LPARS S P
B. Update, if necessary, the Critical Business LPARS list X
C. Develop Disaster declaration processes and procedures X A
D. IPT will conduct annual Plan reviews and updates S P
E. Provide required capacity requirements for Disaster Recovery X
Services
F. Plan for LPARS recovery X
G. Plan for Midrange recovery X
H. Plan for Applications Software - Certegy recovery A X
I. Ensure required staff are available to support recovery processes X X
J. Provide order of recovery for the LPARS X
K. Provide order of recovery for the Applications Software - Certegy X
L. Plan for Applications Software - IBM restoration X
3.0 DISASTER Recovery PLAN MANAGEMENT
A. Assign an IBM Disaster Recovery Coordinator to maintain the System X
Disaster Recovery Plan
Page 11 of 13
RESPONSIBILITY
--------------
DISASTER RECOVERY RESPONSIBILITIES MATRIX IBM CERTEGY
----------------------------------------- --- -------
B. Provide the capacity as agreed in the Disaster Recovery Services X
C. Define the resource requirements for recovery A X
D. Assign an Certegy Disaster Recovery Coordinator to maintain the X
Applications Software - Certegy plan
4.0 DISASTER RECOVERY TEST
A. Develop semi-annual Disaster Recovery test plans A X
B. Provide overall coordination effort for the semi-annual recovery X
test(s)
C. Approve test success criteria X X
D. Produce written status report of conducted test results within 14 X A
business days
E. Review Disaster Recovery test results for Disaster Recovery X X
Plan updates as appropriate
F. Responsible for travel expenses incurred by IBM staff to support the X
test
G. Responsible for travel expenses incurred by Certegy staff to support X
the test
5.0 DISASTER OPERATIONS
A. Declaration of Disaster X
B. Establish and conduct Recovery Coordination Center X A
C. Perform recovery of the Applications Software - Certegy and the X A
required data
D. Perform recovery of the LPARS X
E. Recover the Midrange environment X
F. Recovery of the quick ship hardware X
G. Complete recovery as described in Attachment 2. X X
H. Management and financial responsibility for providing the IBM X
Configuration
I. Payment of the IBM Monthly Charge for the Services X
J. Responsible for travel expenses incurred by IBM staff to support X
the recovery
K. Perform recovery of the Application Software - IBM X
L. Responsible for travel expenses incurred by Certegy staff to support the X
recovery
Page 12 of 13
ATTACHMENT 2 TO
SCHEDULE G OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
CRITICAL BUSINESS LPAR TARGET RECOVERY TIME FRAMES
1. Critical Business LPARS TEL1 and TEL2 supported by the IBM Configuration
listed in the Disaster Recovery Plan and the associated Disaster Recovery
time frames are listed below and have been included as part of the Disaster
Recovery Plan.
2. The times for recovery are set forth below. The achievement of these times
is seen to be a joint responsibility in which IBM is responsible for the
provision of the Services and Certegy for the restoration of the
Applications Software - Certegy. Failure to obtain these recovery time
frames due to the acts or omissions of IBM are addressed in Schedule S.
3. In the event that a new or additional Critical Business Application System
and/or LPAR is added to the list below Certegy will have the responsibility
for defining the Disaster Recovery requirements for such additional or new
Critical Business Application System and/or LPAR.
4. The Parties shall perform a Disaster Recovery Test to the extent necessary,
for such additional or new Critical Business Application System and/or LPAR
prior to production implementation.
5. Certegy is responsible for the recovery times of the Midrange environment.
TABLE 1. CRITICAL LPAR AND CRITICAL APPLICATION RECOVERY TIME
LPAR RECOVERY TIME
---- -------------
TEL1 48 Hours
TEL2 48 Hours
List of critical applications will be identified
in the Disaster Recovery Plan
Page 13 of 13
SCHEDULE H OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
TRANSITION PLAN
1.0 TRANSITION
This Transition Plan, Schedule H, describes items and or tasks that are new or
updated from the existing processes and procedures.
2.0 COMMENCEMENT
The Transition Plan begins on the Effective Date and concludes on the
Commencement Date.
3.0 CRITICAL MILESTONES
The Critical Milestones are set forth below:
2003 TARGETED
CRITICAL MILESTONES DEFINITION COMPLETION
-------------------------- ------------------------------------------- ----------------
Effective Date The date this Transaction Document March 14, 2003
between Certegy and IBM is executed.
Procedures Manual Delivery of baseline manual July 30, 2003
GSD Security Controls Document Certegy's physical and logical November 1, 2003
Document for Strategic security policies that should be
Outsourcing implemented on the systems, IBM to perform
gap analysis (policy vs implementation)
and make recommendations for potential
improvements, Certegy reviews
recommendations and agrees/declines
enhancements, final document approved.
PC REFRESH
Mutually create and IBM and Certegy shall conduct joint April 1, 2003
agree to a completed planning sessions which will result in a
Desktop Technology plan to roll out the agreed to 100 PC's
Refresh Plan beginning in September of contract year 1,
1200 PCs in year 2 at a rate of 1/12th a
month, and the remaining number of PCs in
year 3 at a rate of 1/12th a month. The
plan shall include mitigation of any
inhibitors to the rollout (for example,
departments that cannot be moved because
applications are not
Schedule H March 14, 2003 Page 1 of 4
CERTEGY/IBM CONFIDENTIAL
2003 TARGETED
CRITICAL MILESTONES DEFINITION COMPLETION
-------------------------- ------------------------------------------- ----------------
supported on current hardware platforms, or
customer declared freezes in the
environment). The Desktop Technology
Refresh Plan will be included in the
Procedures Manual.
DESKSIDE SUPPORT
Processes & Tools in place All processes and tools are in place to July 30, 2003
for Software delivery and start performing testing and dual
Deskside support operations
Dual period of operations Completion of IBM performing activities August 15, 2003
that will be required during steady state
in a test environment
Deskside support cutover IBM Deskside to perform steady state August 31, 2003
support
MAINFRAME
Mainframe hardware orders CPU and subcomponents March 15, 2003
Hardware/Software All components installed and dual June 31, 2003
installation completed setup completed
Verification of dual Confirmation that the systems are August 15, 2003
functionality running as required
Remote Operations Monitoring of dual hardware from remote August 15, 2003
Testing location confirmed
Mainframe support cutover IBM assumes Steady State support August 31, 2003
to IBM
HELPDESK
Shadowing current Helpdesk IBM employee's will shadow current Helpdesk July 30, 2003
employee's employee's
Remote Helpdesk Remote Helpdesk will be setup and access August 15, 2003
established to the Certegy network will be confirmed
HelpDesk Cutover Remote Helpdesk will be Steady State August 31, 2003
TOOLS
Help Desk tools Install the eESM tool suite, including August 1, 2003
ManageNow
Page 2 of 4
4.0 TRANSITION OVERVIEW
A. Transition Objectives
In general, the Transition objectives include:
1. using commercially reasonable efforts, complete the enhancements
detailed above to the Services, with minimal disruption to Certegys'
operations within 180 days from the Effective Date;
2. replacing the mainframe CPU and all related subsystem hardware during
the transition period. This includes bringing up the equipment and
allowing for dual operations and remote operations prior to the end of
the 180 day transition;
3. establishing a remote help desk and utilizing the IBM help desk
resources to shadow the current help desk employee's prior to the end
of the 180 day transition;
4. determination of the 2003 desktop replacements as well as the rollout
plan, staffing plan, wall to wall inventory for asset tracking
baseline and infrastructure support to perform by the end of the 180
day transition;
5. jointly updating the Procedures Manual as required once the Procedures
Manual is baselined;
6. implementing the processes and procedures which will assist IBM in
meeting the new Service Levels; and
7. providing for monthly Transition status updates and information to
Certegy's management, designated End Users, and the Transition Team.
B. Transition Methodology
IBM's transition methodology provides that:
1. IBM and Certegy will each appoint an individual (the "Transition
Manager" and collectively the "Transition Managers") who will be
responsible for overseeing the completion of the transition
responsibilities and coordinating activities with the other. The IBM
Transition Manager and Certegy Transition Manager will work together
to facilitate the completion of the transition activities according to
the agreed schedule and processes. The Transition Managers will meet
regularly to review the status of the transition activities and to
address any issues.
2. Transition team members from both IBM and Certegy will be assigned
specific tasks to be accomplished within the time frames agreed.
Required coordination will take place through the transition meetings
chaired by the Transition Managers. The Transition Managers will
determine the frequency and location of all scheduled meetings. At a
minimum, there will be a joint weekly meeting with Certegy and IBM
management to review the status of the Transition.
3. Each Transition team member will present issues, concerns and comments
(if any) to the attention of the Transition Managers at the scheduled
meetings or as necessary. The plan for resolving issues, including the
identification of the responsible team members and the scheduled dates
for resolution, will be agreed to at the Transition meetings.
4. The Transition team will jointly coordinate the Transition process
with ▇▇▇▇▇▇▇'s vendors, suppliers and contractors.
5. Entrance and exit criteria will, be jointly developed and utilized to
verify completion of transition activities.
Page 3 of 4
6. User Acceptance criteria will be established and agreed upon in
writing by Certegy and IBM prior to IBM's Commencement Date for
Services.
5.0 TRANSITION DELAY
5.1 If the Commencement Date for Services has not occurred by August 31,
2003, and such occurrence is solely caused by IBM, then IBM will, at IBM's
option, pay or provide a credit to Certegy in an amount equal to the
difference in the (i) average monthly amount paid by Certegy to Electronic
Data Systems ("EDS") in May, June and July 2003 for services (which shall
not include amounts paid for such items as projects or additional work that
are not within the scope of the Services under this Transaction Document)
that are identical to the Services and (ii) the ASC divided by four (4) in
2003, which equals the per month amount that Certegy would have paid IBM
pursuant to this Transaction Document had IBM been providing the Services
on the Commencement Date; provided, however, that such amount, if any, will
be prorated on a daily basis for any time period less than a full month,
until the actual Commencement Date. For example, if the average monthly
charge for the months of May, June and July was $1,200 a month and IBM's
ASC on a monthly basis is $1,000 a month, Certegy would receive $200 for
each such full month that IBM was not providing the Services past August
31, 2003. IBM and Certegy shall reasonably cooperate to validate the amount
paid by Certegy to ("EDS") the Third Party provider to determine if any
credit or payment is due to Certegy by IBM, or, the Parties may use a
mutually agreed to third party to verify the amounts paid for such
identical services.
5.2 If the Commencement Date has not occurred on or before October 15,
2003, then the Commencement Date shall be reestablished to January 18,
2004, and the provisions of Section 5.1 shall apply.
Page 4 of 4
SCHEDULE I OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
IBM NETWORK LOCATIONS
This Schedule is a listing by address of the data Network locations and
the items maintained by IBM. This table is an inventory and will be
updated and maintained through the term of this Transaction Document.
ADDITIONAL NETWORK LOCATIONS WILL BE IDENTIFIED ONCE KNOWN.
Table 1. Network locations
S/NUMBER LOCATION ITEM
-------- ----------------------- --------------------------
See Schedule C-Certegy St. Petersburg, Florida 4745's, 3174's, Channel
Provided Hardware Extender,
See Schedule C-Certegy Madison, Wisconsin 4745-210, Channel Extender
Provided Hardware
Schedule I March 14, 2003 Page 1 of 1
CERTEGY/IBM CONFIDENTIAL
SCHEDULE J OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
PRICING AND CHARGING METHODOLOGIES
1.0 INTRODUCTION
a. This Schedule describes the methodology for calculating the Services
charges. The Annual Service Charge (ASC), Additional Resource Charges
(ARCs), Reduced Resource Charges (RRCs), Transition Charges, Economic
Change Adjustment, and any other charge provisions set forth in this
Transaction Document are intended in the aggregate to compensate IBM for
the resources used to provide the Services. In addition, this Schedule
describes the measures of resource utilization and the tracking of such
usage.
b. Attached to this Schedule are the following:
Exhibit J-1 which summarizes the financial responsibilities of Certegy and
IBM under this Transaction Document (the "Financial Responsibilities
Matrix").
c. The Supplement which lists the ASC, Economic Change Adjustment, Baselines,
Additional Resource Charges (ARC) Rates, Reduced Resource Charge (RRC)
Rates, Transition Charges, Termination Charges and other applicable rates.
2.0 CHARGES, CREDITS AND PAYMENTS
2.1 GENERALLY
a. Certegy is financially responsible for all costs and expenses associated
with its responsibilities in this Transaction Document. The ASC, ARCs and
all other charges payable by Certegy under this Transaction Document do not
include such costs and expenses.
b. All periodic charges will be computed on a calendar month basis and will be
prorated for any partial month, unless this Transaction Document expressly
states otherwise.
2.2 CHARGES
a. Transition Charge
The charge associated with the migration of Services to IBM that reflects
IBM's initial start-up costs (for example, equipment, personnel) and the
implementation of Services, processes and procedures (the "Transition
Charge"). IBM will invoice Certegy for the Transition Charge set forth in
the Supplement in the following manner: The Transition Charges will be
pro-rated over thirty six (36) months from the Effective Date and will be
invoiced in equal amounts beginning in the first month after the
Transaction Document Effective Date and continuing thereafter for a total
of thirty six (36) months.
b. Annual Services Charge
IBM will invoice Certegy each month of the Transaction Document Term in
accordance with Section 9.2 of the Master Agreement beginning on the
Commencement Date, the recurring fixed charge to Certegy for the Services
which includes the quantity of Resource Units set forth in the Baselines
(the "Monthly Charge") for such month, prorated in equal monthly payments.
The twelve-month total of the Monthly Charge in a calendar year, or the
total amount listed in a partial year, is reflected in the Supplement as
(the "Annual Service Charge" (ASC)) for that year.
Schedule J March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 17
c. Additional Resource Charges
IBM will invoice Certegy each month of the Transaction Document Term in
accordance with Section 9.3 of the Master Agreement, beginning 30 days
after the Transaction Document Commencement Date, for Certegy's usage of
Resource Units above the applicable Baseline ("the ARCs"), if any,
applicable for the prior month and will be included as a separate line item
on the monthly Invoice. ARC's do not apply unless, until and only to the
extent that usage of Resource Units exceeds the Baseline by five percent
(such five percent being referred to herein as the "ARC Deadband").
d. Economic Change Adjustment
e. IBM will invoice Certegy for the Economic Change Adjustment in accordance
with Section 3.0 of this Schedule J (Economic Change Adjustment) and will
be included as a separate line item on the monthly Invoice.
f. Termination Fees
If Certegy terminates this Transaction Document early for its convenience or
Change of Control, as set forth in Section 12.1c. or d. of the Master Agreement,
Certegy will pay IBM the following:
the Termination Charge set forth in the Supplement; and
IBM's Wind-Down Expenses due to Certegy's early termination for convenience or
Change of Control.
Within 60 days of Certegy's effective date of termination of this Transaction
Document for convenience or Change of Control, IBM will invoice Certegy for such
Termination Charges. Wind Down Expenses will be invoiced to Certegy as they
occur. Certegy will pay such charges to IBM as specified in this Transaction
Document and the Master Agreement.
The Termination Charge set forth in the Supplement will be prorated according to
the following formula:
TERMINATION CHARGE
PRORATION FORMULA
Termination Charge = [((A-B) / 12 months) x C] + B
Proration Formula
A = the Termination Charge for the year in which termination
is effective.
B = the Termination Charge for the year after the year in
which termination is effective.
C = the number of months remaining during the year in which
termination is effective.
g. Other Charges
IBM will invoice Certegy for New Services, and any other agreed upon
charges or reductions according to prior agreed procedures and in
accordance with the Master Agreement.
2.3 CREDITS
a. Reduced Resource Credits
IBM will provide Certegy with a credit as set forth in the Supplement,
provided Certegy's usage of a Resource Unit is less than the applicable
Baseline (a "Reduced Resource Credit"(RRC)), if any, applicable for the
prior month as a line item on the Invoice for each month of the Transaction
Document Term, beginning 30 days after the Transaction Document
Commencement Date. RRC's do not apply unless, until and only to the extent
that usage of Resource Units is less than the Baseline by five percent
(such five percent being referred to herein as the "RRC Deadband").
2.4 PAYMENTS
Certegy will pay IBM's invoices as set forth in this Schedule J and the Master
Agreement.
2.5 PROJECTS
If Certegy requests IBM to perform a New Service, which IBM and Certegy agree
should be a project, IBM and Certegy will develop a detailed plan describing the
project in accordance with Schedule N. The
Page 2 of 17
Project Plan will state IBM's charges for such Project, such as hourly services
fees, a fixed price, or an adjustment to the charges set forth in this
Transaction Document.
3.0 ECONOMIC CHANGE ADJUSTMENT
a. IBM will calculate and apply an adjustment to the Monthly Charges based
upon economic changes (an "Economic Change Adjustment or ECA") as described
below beginning in January 2004. The ECA will be payable on a prospective
basis (for example, the actual inflation for December 2003 will determine
the ECA for the year 2004) on the ASC and ARCs minus the RRCs payable by
Certegy. The ECA will be determined as soon as practicable after the end of
each calendar year using the formula below {the "ECA Factor").
b. IBM will invoice Certegy for the ECA, if any, beginning in January 2004 and
monthly thereafter and will be included as a separate line item on the
monthly invoice.
c. Certegy and IBM agree to use the December unadjusted Consumer Price Index,
as published in the Summary Data from the Consumer Price Index News Release
by the Bureau of Labor Statistics, U.S. Department of Labor, For All Urban
Consumers (the "Price Index"), for purposes of determining actual
inflation. In the event such Price index is no longer published or its
content and format is substantially changed, Certegy and IBM will
substitute another comparable index published at least annually by a
mutually agreeable source. If the Bureau of Labor Statistics merely
redefines the base year for the Price Index from 1982-84 to another year,
Certegy and IBM will continue to use the Price Index, but will convert the
Base Year Index to the new base year by using an appropriate conversion
formula.
d. Actual Inflation
IBM will calculate the ECA by comparing the change in the year-to-year
Price Index with the Price Index for the December before the Transaction
Document Effective Date (the "Base Year Index"). For each calendar year of
the Transaction Document Term, the actual Price Index for the last month
December before the year for which the ECA is being calculated (the "Actual
Inflation") will be compared to the Base Year Index in the Supplement (for
example, the December 2003 Price Index will be used to determine the ECA
for the year 2004). If Actual Inflation is equal to or less than the Base
Year Index, then no ECA is due. If, however, Actual Inflation is greater
than the Base Year Index, then IBM will apply the ECA to the ASC and ARCs
less RRCs due IBM for the year for which IBM is calculating the ECA.
e. Inflation Sensitivity
A percentage has been established that reflects the inflationary impact on
IBM's delivery of the Services (the "Sensitivity Factor"). The Sensitivity
Factor is set forth in the table below.
f. ECA Factor
The ECA is equal to the ECA Factor times the sum of the ASC plus ARCs less
RRCs due IBM for each month of the calendar year succeeding the calendar
year during which Actual Inflation is greater than the Base Year Index.
Calculate the ECA Factor as follows:
ECA FACTOR
ECA Factor = [Marginal Inflation Rate x Sensitivity Factor]
Marginal Inflation = [(Actual Inflation - Base Year Index) / Base Year Index]
Rate
Actual Inflation = The Price Index for the December before the calendar year
for which the ECA is being calculated.
Base Year Index = The Price Index for the December before the Transaction
Document Effective Date.
Sensitivity = Is 90% for the first 2% of the Marginal Inflation Rate,
Factor and 50% for any amount of the Marginal Inflation Rate in
excess of 2%.
Page 3 of 17
g. ECA Calculation
1. The example below calculates the ECA based on the following assumptions:
a. Transaction Document Effective Date in 2003;
b. Base Year Index of the Price Index for December 2002;
c. ECA calculation begins in January 2004;
d. Inflation Sensitivity of 90 percent of the first 2% of the marginal rate and
50% on the remainder.
e. the following Actual Inflation examples:
ECA CALCULATION EXAMPLE
ACTUAL INFLATION EXAMPLES
BASE YEAR INDEX DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER
2002 = 180.9 2003 2004 2005 2006 2007
---------------- -------- -------- -------- -------- --------
Actual Inflation 185.3 188.7 190.3 194.3 197.1
2. According to this example:
A. there will be an ECA for calendar years 2004 through 2008 because the Actual
Inflation for the year preceding each year is greater than the Base Year Index.
To determine the ECA, using this example, in addition to the other charges for
February 2004, assume:
(i) the monthly prorated portion of the ASC for February is
$1,410,000,
(ii) there are CPU ARCs of $30,867.50 due for an increase of 50 MIPS
in that month using the ARC rate of $617.35 per month per MIPS,
and
(iii) there are DASD RRCs of $2,325 due for a decrease of 500 GIGs for
that same month using the RRC rate of $4.65 per month per GIG.
B. the calculation will be as follows:
ECA CALCULATION EXAMPLE
ECA = ((ASC + ARCs - RRCs) x ECA Factor)
ECA = [(($1,410,000 + 30,867.5 - $2,325) x (185.3 - 180.9)/180.9) x ((0.90
first 2%)+ (50% remainder))
ECA = $1,438.542x (.0243) x ((90 % for first 2%) + (50% for remainder))
ECA = $1,438,542x ((.02 X 90%) + (.0043 x 50%))
ECA = $1,438,542 x .02016142
ECA = $29,003 (this amount will be reflected on the Monthly Invoice)
C. The ECA for each month of each year in which the ECA is due is calculated as
above substituting the appropriate monthly moneys and the ECA Factor based upon
the actual information.
4.0 RESOURCE UNITS AND MEASUREMENT METHODOLOGY
4.1 GENERALLY
a. As of the Transaction Document Commencement Date and each month thereafter,
IBM will measure, track and report on Certegy's usage of Resource Units,
that is a unit of resource for which IBM and Certegy have established a
Baseline, as set forth in the Supplement (the "Resource Unit" (RU)) in the
categories set forth in this Section using the processes and procedures in
the Procedures Manual.
Page 4 of 17
b. As of the Transaction Document Commencement Date, the quantity of Resource
Units for each category of resources provided to Certegy under this
Transaction Document will be specified in the Supplement as a Baseline.
Upon Commencement Date, Certegy will have immediate and continued use of
the Mainframe Services Resource Baselines as illustrated in the Supplement
subject to ARCs, RRCs and the ARC and RRC Deadbands.
4.2 MAINFRAME SERVICES RESOURCES
a. CPU MIPS
The Resource Unit in this category is CPU MIPS. One Resource Unit equals one
MIPS. The resource usage in this category will be measured as the daily peak
number of CPU MIPS utilized by Certegy (Monday through Friday excluding
holidays), averaged over the contract month (the "Daily Peak Average"). The
aggregate daily peak CPU MIPS utilized in a contract month divided by the number
of days (Monday through Friday excluding holidays) in that month shall determine
the Daily Peak Average (for example, if 20 days of a contract month of
measurement yielded an aggregate 17,340 peak CPU MIPS, the Daily Peak Average
would be 867) CPU MIPS resource usage will be measured 24X5 (Monday through
Friday excluding holidays) and will include all components of CPU MIPS utilized
during the contract month.
One MIP equals One Million Instructions per Second.
The CPU MIPS Baselines listed in the Supplement reflect the quantity of CPU
Resource Units (MIPS) included in the ASC.
ARCs and RRCs apply to CPU MIPS resource usage. An RRC will be equal to 100
percent of the ARC.
ARCs apply to CPU MIPS Resource Units above the ARC Deadband (as defined in
Section 6.1,a herein). RRCs apply to CPU Resource Units (MIPS) below the RRC
Deadband (as defined in Section 6.1.b herein). Section 6.1 below describes the
process by which ARC's and RRCs are applied to the Baseline.
Pricing reflected in the Supplement is not based on the quantity of batch jobs
and/or the number of CICS regions.
b. Utilized DASD
This resource usage will be measured as the peak number of gigabytes of DASD
utilized during a contract month. DASD utilized will be measured using the MVS
facility or other mutually agreeable substitute. One gigabyte of DASD disk
equals one Resource Unit. Resource usage for utilized DASD will be measured,
tracked and reported in whole RUs.
The DASD Baseline in the Supplement reflects the agreed quantity of DASD
Resource Units in Gigabytes included in the ASC.
ARCs and RRCs apply to DASD resource usage upon the Transaction Document
Commencement Date. An RRC will be equal to 100 percent of the ARC.
ARCs apply to DASD Resource Units above the ARC Deadband (as defined in Section
6.1 herein). RRCs apply to DASD Resource Units (GB) resources below the RRC
Deadband (as defined in Section 6.1b herein). Section 6.0.0 below describes the
process by which ARC's and RRCs are applied to the Baseline.
c. Tape
Resource usage for this category will be measured as the aggregate number of
tapes IBM loads either via an automated fashion, including virtual, or manually
during the contract month.
Tape resource usage will be measured using appropriate tape management system
products reports (for example, MVS);
One tape mount equals one RU.
Page 5 of 17
The tape Baseline in the Supplement reflects the agreed quantity of tape
utilization Resource Units included in the ASC.
ARCs and RRCs apply to resource usage in this category. An RRC will be equal to
100 percent of the ARC.
ARCs apply to Tape Resource Units above the ARC Deadband (as defined in Section
6.1a herein). RRCs apply to Tape Resource Units below the RRC Deadband (as
defined in Section 6.1.b herein). Section 6.0.0 below describes the process by
which ARC's and RRCs are applied to the Baseline.
4.3 HELP DESK SERVICES RESOURCES
a. Resource Measurement
The resource usage for this category will be measured as the number of requests
for services or assistance received by the Help Desk from Certegy End Users or
Authorized Users by facsimile, electronically, or telephone (including
electronic or voice entry where the End User selects to speak to an agent or
process an automated function); but excluding calls to the systems status
recording (the "Calls"), during the applicable measurement period. (Note: Calls
are related to incoming calls only and do not apply to any outbound calls).
Customer Service Center Calls will be measured using the IBM Call monitoring
system. One Call equals one RU.
The Customer Service Center Calls Baseline in the Supplement reflects the agreed
quantity of Customer Service Center Resource Units included within the ASC.
ARCs and RRCs apply to Resource Usage in this category. An RRC will be equal to
100% of the ARC.
ARCs apply to Call Resource Units above the ARC Deadband (as defined in Section
6.1a herein). RRCs apply to Call Resource Units below the RRC Deadband (as
defined in Section 6.1.b herein). Section 6.0 below describes the process by
which ARC's and RRCs are applied to the Baseline.
b. Desktop Management Services Resources - Resource Measurement
Resource usage for this category will be measured as the number of Supported
Desktops/Laptops operational at the Facilities (St. Petersburg FL, ▇▇▇▇▇▇▇ ▇▇,
Salt Lake City UT, Alpharetta GA, and Tuscaloosa AL) as recorded in the asset
database maintained by IBM and measured according to the Procedures Manual
during the applicable measurement period. A supported Desktop includes the CPU
box with disk, the monitor, keyboard and mouse. A Supported Desktop/Laptop will
be considered operational:
1. upon its install and is agreed to be in working order by Certegy End
User or as IBM discovers or is otherwise notified by Certegy;
2. until IBM deinstalls it as an IMAC event or as IBM is otherwise
notified that it is a deinstalled unit; or
3. until it is classified as unserviceable in accordance with the
Procedures Manual.
One Supported Desktop/Laptop equals one RU. A supported Laptop includes the CPU
box with disk, the monitor, keyboard and mouse.
The Supported Desktop/Laptop Baseline set forth in the Supplement reflects the
agreed quantity of Supported Desktop/Laptop Resource Units included in the ASC.
ARCs and RRCs apply to Resource Usage in this category. An RRC will be equal to
100% of the ARC.
ARCs apply to Desktop/Laptop Resource Units above the ARC Deadband (as defined
in Section 6.1,a herein). RRCs apply to Desktop/Laptop Resource Units below the
RRC Deadband (as defined in
Page 6 of 17
Section 6.1b herein). Section 6.0 below describes the process by which
ARC'S and RRCs are applied to the Baseline.
c. Install, Move, Add, and Change Services
IMAC events are defined as follows:
a. Install means:
(i) the unpacking and connection of a new system unit (i.e., a unit
not listed in the hardware asset inventory), including additional
hardware features and directly attached peripheral devices that
are part of the Standard Configuration and, upon completion of
such unpacking and connection, imaging the units as described in
the Procedures Manual and conducting the manufacturer's standard
installation tests to verify that the hardware and software are
functional with network connectivity, provided Certegy has
provided such test specifications and there is a network data
line installed at the location.
b. Move
(i) within a Facility - disconnecting a currently installed system
unit, including the directly attached peripheral devices, packing the
equipment for movement from the current End User's location at a
Facility to the new End User location within the same Facility,
unpacking and reconnecting the same system unit and the directly
attached peripheral devices and, upon completion of such activities,
conducting the manufacturer's standard installation tests to verify
the hardware and software are functional with network connectivity,
provided Certegy has provided such test specifications and there is a
network data line installed at the new location.
(ii) between Facilities - disconnecting a currently installed system
unit, including the directly attached peripheral devices, packing the
equipment for movement from the current End User location at a
Facility to the new End User location at another Facility, unpacking
and reconnecting the same system unit and the directly attached
peripheral devices and, upon completion of such activities, conducting
the manufacturer's standard installation tests to verify the hardware
and software are functional according to their specifications with
network connectivity, provided Certegy has provided such test
specifications and there is a network data line installed at the new
location.
(iii) disconnect only - for those system units at a Facility that are
being disconnected and which are not being reconnected at a new
location, disconnecting a currently installed system unit, including
the directly attached peripheral devices, and packaging the equipment
for movement from the current End User location to a
Certegy-designated storage or staging area within the Facility for
Certegy's removal or disposal.
C. ADD means, with respect to:
(ii) hardware - installing an additional internal or external device
(such a modem, disk, printer scanner) and appropriate device
driver to a currently installed system unit.
(iii) software - installing additional Standard and Non-Standard
Products software to a currently installed system unit, (via
diskette or other method), per instructions provided by Certegy.
D. CHANGE means, with respect to:
(i) hardware - performing a modification to an existing system unit
such as a hardware upgrade (to add functionality) or a downgrade (to
remove functionality), including a device driver and, upon completion
of such activity, conducting the manufacturer's standard installation
tests to verify the hardware and software are functional according to
their specifications with network connectivity, provided Certegy has
provided such test specifications and there is a network data line
installed at the location.
(ii) software - performing a modification to an existing software
configuration according to specific documentation or instructions,
such as setting up network icons or customizing an application load or
re-imaging unit and, upon completion of such activities, conducting
the
Page 7 of 17
manufacturer's standard installation tests to verify that the hardware
and software are functional according to their specifications with
network connectivity, provided Certegy has provided such test
specifications and there is a network data line installed at the
location.
(iii) software upgrades or changes that represent significant
functional enhancements and require changes to data structure (for
example, Windows 95 to Windows XP) may be handled, at IBM's option as
agreed by Certegy, as:
(1) an IMAC (i.e., as a Software Change) per End User upgrade;
(2) as a Project as defined in accordance with Schedule N.
5.0 BASELINE NORMALIZATION
IBM may, at its expense, implement technological advancements relative to
providing the Services at a time and with methods agreed to by the Parties,
provided IBM performs the Services according to the Service Levels. If such
technological advancements will have an effect on a Baseline, IBM will normalize
such affected Baseline, and the ARC Rate and/or RRC Rate so that Certegy
receives the same level of performance and the same price performance as Certegy
received under the methodology applicable to such Baseline, ARC Rate or RRC
Rate. IBM will review with Certegy the conversion methodology (for example,
historical data) that IBM used to support such adjustments.
6.0 ADDITIONAL OR REDUCED RESOURCES
Certegy's increased or decreased resource usage within a Service category may
result in either an ARC or RRC. After the completion of each month during the
Transaction Document Term, following the first month after the Transaction
Document Commencement Date, IBM will calculate ARCs and RRCs as set forth in
this Section.
There is no formal notification period nor any minimum time periods of use for
Resource Units utilized by Certegy above or below the Baselines and within the
5% Deadband. If Certegy requests an amount of resource Units that is above or
below the Baseline and 5% Deadband but not more than 19% above the Baseline (a
"Minor Change"), Certegy will give IBM 60 days written notice for these type
requests. IBM will promptly make available those Resource Units unless there is
an issue with lack of physical availability of those Resource Units or there is
a Third Party Agreement that is impacted. Should these be an issue, IBM will
make commercially reasonable efforts to resolve these issues in order to get
Certegy the additional Resource Units as quickly as possible. Any or all
Resource Units may be added or reduced in increments or decrements of 1 Resource
Unit.
In the event Certegy's anticipated Resource Usage will increase or decrease by
more than twenty percent relative to the Baseline (a "Major Change"), then
following shall occur:
(i) Certegy will provide IBM with one hundred-twenty (120) days
advance written notice of such anticipated Resource Change, and
(ii) the parties will jointly develop a plan to effect such change,
which plan will include but not be limited to, hardware and software
impacts, and the parties will then enter into negotiations to amend
the Transaction Document as required to modify Baselines, the ASC,
ARC's, RRC's, Disaster Recovery or other elements and terms and
conditions as mutually agreed.
In the event the Resource Usage would increase due to the provision of Section
5.4 of the Transaction Document, then Certegy shall provide one-year advance
written notice to IBM.
6.1 MAINFRAME SERVICES, CUSTOMER SERVICE CENTER SERVICES AND DESKTOP MANAGEMENT
SERVICES
a. Calculation of ARCs for Service categories with an ARC Deadband
Page 8 of 17
For Certegy's usage of RUs for Service categories with an ARC Deadband,
that is five percent above the Baseline within which ARCs will not apply
but, when exceeded, ARCs will apply (the "ARC Deadband"), within Mainframe
Services, Customer Service Center Help Desk Services and Desktop/Laptop
Management Services, IBM will calculate ARCs as set forth in this Section.
IBM will compare the quantity of RUs actually used during the applicable
measurement period (the Actual RUs) used during the applicable measurement
period with the product of the Baseline multiplied by the sum of 1.00 plus the
ARC Deadband (the "ARC Deadband Baseline") for that category. The ARC Deadbands
are set forth in the ARC and RRC Summary Chart below. There will be no increase
of the charges otherwise payable to IBM for such period if the Actual RUs do not
exceed the ARC Deadband Baseline for such period, if the Actual RUs exceed the
ARC Deadband Baseline for that category for such period, Certegy will pay IBM an
ARC with the current or future charges (or, if no future charges will be due,
make payment to IBM) equal to the product of the ARC Rate for the applicable
category, as set forth in the Supplement, multiplied by the difference between
the Actual RUs for that category and the ARC Deadband Baseline for that
category. For example, assuming the following, the ARC calculation would be as
follows:
(1) the Actual RUs for DASD for a month are 85 gigabytes,
(2) the monthly DASD Baseline is 71 gigabytes,
(3) the ARC Deadband is five percent, and
(4) the ARC Rate is $500.00 per gigabyte.
ARC Calculation
ARC = [(Actual RUs - (Baseline x (1.00 + ARC Deadband))) x ARC Rate]
ARC = (Actual RUs - ARC Deadband Baseline) x ARC Rate
ARC = (85 gigabytes - (71 gigabytes x (1.00 + .05)) x $500.00)
ARC = (85 gigabytes - 74.55) x $500.00
ARC = 10.45 x $500
ARC = $5,225.00
In this example, the ARCs for DASD for the month would be $5,225.00.
b. Calculation of RRCs for Service categories with an RRC Deadband
For Certegy's usage of RUs for Service categories with a RRC Deadband, that
is five percent below the Baseline within which RRCs will not apply but,
when exceeded, RRCs will apply within Mainframe Services, Customer Service
Center Services and NWS Management Services, IBM will calculate RRCs as set
forth in this Section.
IBM will compare the quantity of Actual RUs with the product of the Baseline
multiplied by the difference of 1.00 minus the RRC Deadband (the "RRC Deadband
Baseline") for that category. The RRC Deadbands are set forth in the ARC and RRC
Summary Chart below. There will be no reduction of the charges otherwise payable
to IBM for such period if the Actual RUs is equal to or greater than the RRC
Deadband Baseline for such period. If the Actual RUs is less than the RRC
Deadband Baseline for that category for such period, IBM will give Certegy an
RRC against current or future charges (or, if no future charges will be due,
make payment to Certegy) equal to the product of the RRC Rate for the applicable
category, as set forth in the Supplement, multiplied by the difference between
the Actual RUs for the category and the RRC Deadband Baseline for that category.
For example, assuming the following, the RRC calculation would be as follows:
(1) the Actual RUs for DASD for a month are 60 gigabytes,
(2) the monthly DASD Baseline is 71 gigabytes,
(3) the RRC Deadband is five percent, and
Page 9 of 17
(4) the RRC Rate is $500.00 per gigabyte.
RRC Calculation
RRC = [((Baseline x (1.00 - RRC Deadband)) - Actual RUs) x RRC Rate]
RRC = (RRC Deadband Baseline - Actual RUs) x RRC Rate
RRC = (71 gigabytes x (1.00 - .05)) - 60 gigabytes) x $500.00]
RRC = (67.45 gigabytes - 60 gigabytes) x $500.00]
RRC = 7.45 x $500.00
RRC = ($3,725.00)
In this example, the RRC for DASD for the month would be $(3,725.00).
The following ARC and RRC Summary Chart summarizes the factors used for
calculating ARCs and RRCs for Mainframe Services, Customer Service Center
Services and NWS Management Services.
ARC AND RRC SUMMARY CHART
ARC RRC RRC RATE ARCs,
ARCs DEADBAND RRCs DEADBAND = % of ARC RRCs
SERVICE CATEGORY APPLICABLE % APPLICABLE % RATE EFFECTIVE
---------------- ---------- -------- ---------- -------- ---------- ---------
MAINFRAME SERVICES RESOURCES
- MIPS yes 5% Yes 5% 100% TD.C.D.
- DASD yes 5% Yes 5% 100% TD.C.D.
- TAPE MOUNTS yes 5% Yes 5% 100% TD.C.D.
- TAPE LIBRARY No No TD.C.D.
CUSTOMER SERVICE CENTER SERVICES RESOURCES
- CALLS yes 5% Yes 5% 100% TD.C.D.
NETWORKSTATION MANAGEMENT SERVICES RESOURCES
- SUPPORTED DESKTOPS yes 5% yes 5% 100% TD.C.D.
Key:
N/A = Not Applicable
TD.C.D. = Transaction Document Commencement Date
There will be no RRCs for resource usage below 50 percent of the Original
Baselines. Should there be a significant change in Certegy's business,
section 9.13 of the Master Agreement will apply.
6.2 MEASUREMENT PERIOD
The Parties recognize that Certegy's actual Baseline Resource Unit (MIPS, DASD,
Tape and Desktop) usage may vary from Certegy's Baseline Resource Unit usage
prior to the Commencement Date due to the conversion to IBM Machines (including
the VTS tape drives). The Parties desire to establish a measurement period to
validate the Baselines as reflected in the Supplement in addition to validating
the measurement methodologies used to measure each Baseline Resource Unit as
established in this Schedule. Therefore, the parties agree for the six months
following the Commencement Date (the "Baseline Period"), ARCs and RRCs will not
apply to either Party. During the Baseline Period the Parties will monitor and
measure the actual monthly Baseline Resource Units usage trends, and validate
the
Page 10 of 17
Baselines reflected in the Supplement. The Parties will also model various
measurement methodologies to during the Baseline Period to assure the
measurement of Resource Units reflects the Parties mutual costing model. At the
end of the six month Baseline Period, the Parties will analyze the actual
Resource Unit usage and measuring methodologies and the Parties will cooperate
in good faith and mutually determine if the Baseline of any Resource Unit and
associated Annual Service Charge need adjustment from those initially
established in the Supplement and effective on the Commencement Date. If the
Parties agree that any Baseline Resource Unit and associated Charges should be
adjusted, such adjustment shall be reflected in an amendment to this Transaction
Document. Furthermore, the Parties analysis shall also result in a Resource Unit
measurement methodology analysis to determine if the measurement methodology for
each Resource Unit defined in Schedule J is the most appropriate methodology for
the Baseline Resource Units. During the Baseline Period, and until such time
that the joint analysis and Baseline Resource Unit measurement methodology is
mutually agreed, Certegy shall have full utilization of the CPU capacity, for
the CPU listed in Schedule D hereto, which such capacity is limited to 890 MIPS,
at no additional charge to the Annual Service Charge.
After the Baseline Period and upon validation or adjustment of the Baseline
Resource Units and Annual Service Charge, if any, for the remainder of the term
of this Transaction Document the Parties agree that in the event Certegy's CPU
MIPS Resource Unit usage exceeds the ARC Deadband or below the RRC Deadband for
six consecutive months, the Parties shall promptly evaluate and reasonably
cooperate to mutually determine if the MIPS Baseline should be reestablished and
the attendant Annual Services Charge be adjusted accordingly, which such
adjustment shall be reflected in an amendment to this Transaction Document.
If the parties fail to mutually agree on any adjustments to the Baseline and
associated Annual Service Charges, then the issue shall be elevated to the IPT
in accordance with Section 9.12 of the Master Agreement.
7.0 TERMINATION CHARGES
The Termination Charges for Convenience and Change of Control are set forth in
the Supplement and are, in addition to Wind-Down Expenses, if any, payable
pursuant to Section 12 of the Master Agreement.
8.0. PROJECT OFFICE
8.1 INTRODUCTION
The charge payable by Certegy to IBM for the provision and performance of
Project Office services for any calendar month during the Term of this
Transaction Document is included in the Annual Service Charges as set forth
in the Supplement unless otherwise agreed by the Parties in a written
amendment to this Transaction Document.
8.2 SCOPE OF PROJECT OFFICE
8.2.1. The Project Office is a staff of an IBM team responsible for the
management of the relationship created by the execution of this
Transaction Document. The IBM Project Office shall manage the
services sufficient to support the Baseline Resources for Mainframe
Services and management of the delivery of the Services required
hereunder.
8.2.2 In the event that there may be a requirement for additional project
or ongoing support, IBM will provide a cost for the service through
the standard work order process (RFS Process) documented in Schedule
N.
Page 11 of 17
9.0 THIRD PARTY AGREEMENTS
9.1 INTRODUCTION
The Annual Service Charges include the charges for the Third Party Software
Licenses for which IBM is financially responsible, and maintenance for
those software products listed in Schedule B and Schedule F as of the
Effective Date. This includes all software license upgrade charges and
maintenance increase charges for the Baseline MIPS levels as reflected in
the Supplement which include the ARC Deadband. The software licenses
themselves are licensed to Certegy but maintenance and license upgrade
charges are paid for by IBM as Certegy's paying agent. The ARC charges also
include any associated license upgrade and maintenance fees for those
products listed in Schedule B and F as of the Effective Date, or as added
or deleted as mutually agreed, should Certegy's MIPS usage exceed the MIPS
Baseline and the ARC Deadband.
9.2. VARIATIONS
9.2.1. Should there be a change to Third Party Agreements requested by
▇▇▇▇▇▇▇, both Parties will agree to review the changes and charges
associated with the Third-Party Agreements presented in this
Schedule and determine a course of action. Upon mutual agreement of
a course of action, the Parties will amend, if necessary, the
Transaction Document accordingly.
9.2.2. Additions, deletions or replacements of Third Party Software to
Section B-2 of Schedule B and Schedule F shall be accomplished by
the initiation of a Project Plan. The Project Plan shall include but
not limited to such information as, in the case of new software, the
Licensing party, the financial responsibilities (i.e. who is
financially responsible for the initial license, the maintenance,
the upgrades, transfer fees), procuring party and if applicable, how
the License and attendant maintenance would transition to Certegy at
expiration or termination of the Transaction Document, if at all.
The Project Plan shall be in accordance with Section 3.11 for
additions, deletions or substitutions.
9.2.3 Upon request of either Party, the Parties will review the Systems
Software Certegy licensing arrangements and product usage. The
Parties will cooperate to add, change or modify Schedule B and the
Supplement as agreed to improve price, efficiency and functionality.
A Project Plan shall be initiated to address the addition, change or
modification.
9.2.4 During the Transition Period, but not later than sixty days prior to
the Commencement Date, the Parties shall adhere to the following to
reconcile any prepaid software for the Software listed in Schedule
B-2 that is, the pro rated amount on an annual basis for any
Software listed in Schedule B-2 that has been prepaid and which
prepayment shall extend past the Commencement Date (the "Prepaid
Software"). IBM will credit to Certegy the amount prepaid which such
amount shall not exceed IBM's prorated cost model for such prepaid
software products for the months prepaid beyond the Commencement
Date. The Parties shall:
1. Certegy shall furnish to IBM a spreadsheet that lists the
Prepaid Software products that have been prepaid past the
Commencement Date. The detail shall include the product, the
amount prepaid, the period (including start and end date) for
which the product was prepaid (annual, semi-annual, quarter
etc.).
Page 12 of 17
2. The Parties shall review the spreadsheet and upon mutual
agreement that the products, the amounts and time periods
are correct, then
3. IBM will credit, to Certegy beginning in September 2003
one quarter (1/4) of the aggregate pro rated amount of
the Prepaid Software, on a monthly basis (September
through December 2003). For Prepaid Software that extends
into or past 2004, IBM shall credit to Certegy beginning
in January 2004 one twelfth (1/12) of the aggregate
prorated amount of the Prepaid Software until Certegy
receives the amount of the Prepaid Software as agreed in
2 above. Thereafter, no credits will be due Certegy.
10.0 FINANCIAL RESPONSIBILITIES MATRIX
The Financial Responsibilities Matrix attached as Exhibit J-1 further
defines the financial responsibilities of Certegy and IBM.
Page 13 of 17
Exhibit J-1
FINANCIAL RESPONSIBILITIES MATRIX
FINANCIAL RESPONSIBILITIES MATRIX
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- ---- -------
Annual Services Charge X
Transition Charge X
Additional Resource Charges (subject to Baselines and ARC Rates and ARC and RRC Deadband) X
Economic Change Adjustment X
Taxes
- Personal property and use
- Certegy equipment (owned, leased, rented by Certegy) X
- IBM equipment (owned, leased, rented by IBM) X
- Applications Software X
- Systems Software
- Applicable to periods prior to the Commencement Date X
- Applicable to periods on or after the Commencement Date X
- Standard Products (as defined in Procedures Manual) X
- Excise taxes on telecommunications lines and circuits X
- Real estate taxes
- IBM owned and leased property X
- Certegy owned and leased property X
- Future taxes on the provision of Services and a New Service (for example, sales, use, excise, services) X
Termination Charge X
Applications Software
- Purchases X
- Licenses X
- Operations X
- Additions X
- Upgrades X
- Replacements X
- AD/M Services X
- End User support (Level 0, Level 1) X
- End User support (Level 2, Level 3) X
Systems Software-Certegy
- Purchases (is responsibility of Certegy, but will be procured by the party who receives the best price) X
- Replacements (in accord with Schedule B) X
Systems Software-IBM
Page 14 of 17
FINANCIAL RESPONSIBILITIES MATRIX
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- ---- -------
- Purchases (Certegy is responsible for new products requested by Certegy) X
- Replacements (in accord with Schedule B) X
Certegy Machines
- Purchases X
- Leases
- Applicable to periods prior to the Commencement Date X
- Applicable to periods on or after the Commencement Date X
- Operations (as defined in Schedules I-Network) X
- Maintenance (excluding 4745's and 9032's) X
- Maintenance (4745's and 9032's) X
- Additions X
- Upgrades X
- Replacements X
- Install, Move, Add, Change (excluding 4745's and 9032's) X
IBM Machines
- Purchases X
- Leases X
- Operations X
- Maintenance X
- Additions X
- Upgrades X
- Replacements X
- Install, Move, Add, Change X
- Data Center Machine supplies X
Print
- Printed forms and printer paper X
- Distribution costs (to agreed drop locations within the Facility) X
- Distribution costs (beyond agreed drop locations within the Facility) X
- Filing/storage - applications output X
- Filing/storage - systems output X
Supported Desktops/Laptops (hardware Standard Products)
- Purchases X
- Leases X
- Maintenance X
- Warranty (equivalent of three-year on-site parts and labor) X
- All out of Warranty Hardware maintenance X
- Parts {not covered under warranty or maintenance agreement) X
- Additions X
- Upgrades X
- Replacements X
- Install, Move, Add, Change X
Page 15 of 17
FINANCIAL RESPONSIBILITIES MATRIX
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- ---- -------
Supported Desktops/Laptops (software Standard Products)
- Purchases X
- Licenses X
- Development X
- Maintenance X
- Additions X
- Upgrades X
- Replacements X
- Training X
- Install, Move, Add, Change X
- Level 0, Level 1, Level 2 support X
- Level 3 support (deskside support Services) X
- Level 4 X
Disaster Recovery
Data Center Services
- Up to Configuration (as specified in Schedule G Disaster Recovery X
- Above Configuration X
- End User recovery (including connectivity and support) X
- Network recovery (including connectivity and support) X
- Disaster declaration fees Will reflect in J above X
- Recovery Center usage fees Will reflect in J above X
- Off-site data storage and transportation costs X
Miscellaneous charges
- Required Consents
- Administration X
- Associated charges/fees (excluding charges/fees related to IBM's rights to access/operate Systems
Software as specified in Schedule F (Software)) X
- Charges/fees related to IBM's rights to access/operate Systems Software (as specified in Schedule B
and F (Software)) X
- Services performed outside the Service Hours X
- Travel and living expenses as mutually agreed X
- On-site support Services for Nonstandard Products X
- End User training (including, for example, course fees, materials, travel and living expenses) if
required and agreed by Certegy X
- Costs associated with government regulatory compliance
- IBM regulatory compliance X
- Certegy regulatory compliance X
- Costs associated with Certegy equipment and software storage, disposal, and discontinuance X
- Costs associated with transportation of Certegy equipment, software, and other materials X
- Services Transfer Assistance X
Page 16 of 17
FINANCIAL RESPONSIBILITIES MATRIX
RESPONSIBILITY
--------------
DESCRIPTION IBM CERTEGY
----------- ---- -------
- Other Contracts (that are Contracts in Schedule F that are not Software related)
- Applicable to periods prior to the Commencement Date X
- Applicable to periods on or after the Commencement Date X
- IBM locations (for example, occupancy, maintenance, security) X
- Certegy locations (for example, occupancy, maintenance, security) X
- Office equipment (for example, workstations, furniture, telephones, FAX) - IBM locations X
- Office equipment (for example, workstations, furniture, telephones, FAX, copiers) - Certegy locations
for Certegy staff X
- Office equipment (for example, floor space, furniture, telephones, FAX, copiers) - Certegy locations
for IBM staff X
- Mail room, messenger, courier (IBM internal) X
- Mail room, messenger, courier (Certegy internal) X
- End User consumable items (for example, paper, toner, printer cartridges, diskettes, compact disks,
tapes, batteries and other such consumable items that comply with original equipment manufacturers'
specifications) X
- IBM personnel located on Certegy premise office supplies X
- All Certegy site power connection costs including power outlet and PDU costs X
- All Certegy site environmental costs including HVAC and network cabling costs X
- Certegy personnel office supplies X
Although particular items, which are not within the Services of this
Transaction Document may be identified in the Financial Responsibilities
Matrix above, there is no intent to imply that items that are not
identified are within the Services. Certegy's and IBM's financial
responsibilities are defined fully in the Schedules to this Transaction
Document.
Page 17 of 17
SCHEDULE K OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
APPLICATIONS INSTALLATION STANDARDS (OPERATING ENVIRONMENT IT STANDARDS)
1.0 INTRODUCTION
1.1.1 This Schedule K defines the mutually agreed to operating environment
standards as of the Commencement Date (hardware and Software) which
IBM will support during the term of this Transaction Document. IBM
shall develop the operating environment standards during the 180 day
Transition Period for Certegy's review. The parties shall agree to the
initial operating environment standards prior to the Commencement Date
of Services.
1.1.2 IBM and Certegy agree to review and define the Application
Installation standards for this tower through the term of the
agreement.
1.1.3 IBM will ensure that the Procedures Manual is updated to record the
agreed Application Standards for this tower through the Term of the
Agreement.
1.1.4 Should there be agreement to a change in standards that would
represent a significant impact to the costs that would incurred by
IBM, an adjustment of service fees may be required.
1.1.5 Both parties undertake to follow the agreed standards as possible
through commercially reasonable steps.
1.1.6 These standards represent an agreed target for the Services and
Applications and are not to be seen to be subject to Minimum Service
Level.
2.0 OPERATING ENVIRONMENT
The column on the left identifies the operating environment as of the
Commencement Date of this Agreement.
ZOS
------------------------------------------------
OPERATING ENVIRONMENT CURRENT
------------------------- --------------------
Operating System ZOS
Job Entry System JES2
Security ACF2
Transaction Processing CICS
Storage Management SMS
Problem/Change Management ESM
Performance Management Performance Reporter
and RMF
Analysis/Reporting SAS
Schedule K March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 2
ZOS
------------------------------------------
OPERATING ENVIRONMENT CURRENT
------------------------------ ---------
REMOTE OPERATIONS
- On-line Viewing and Bundling CA-View
Scheduling CA7
Tape Management CA1
OUTPUT PROCESSING
- Compiler COBOL
- Interactive Development TSO, ISPF
HARDWARE: Mainframe systems and peripheral devices will be compatible with the
IBM System/ZOS architecture.
Page 2 of 2
SCHEDULE L OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
SECURITY PROCEDURES AND RESPONSIBILITIES - DATA AND PHYSICAL
1. SECURITY MANAGEMENT
1.1 Certegy and IBM will each provide a focal point with responsibility for
security management.
1.2 This Schedule L defines the mutually agreed processes for the Security
Procedures and Responsibilities which IBM and Certegy will comply with
during the term of this Transaction Document.
1.3 During the Transition Period, with ▇▇▇▇▇▇▇'s assistance and approval, IBM
will develop a detailed document that will define the mutually agreed
security controls that IBM will implement for this Transaction Document
(the Information Security Controls document) within the Procedure Manual.
1.4 IBM and Certegy will jointly agree on the Security and access control
procedures for the security and /third party interface hardware supplied by
Certegy and operated at IBM or Certegy facilities where IBM has
responsibility for such hardware. The specific detail procedures will be
developed and included in the Procedures Manual and subject to audit.
1.5 IBM and Certegy agree to review and define Security Procedures and
Responsibilities for this tower through the term of this Transaction
Document.
1.6 IBM will ensure that the Procedures Manual is updated to record the agreed
Security Procedures for this tower through the term of this Transaction
Document.
1.7 Should there be agreement to a change in security procedures and
responsibilities that would represent a significant impact to the costs
that would be incurred by IBM, an adjustment of service fees may be
required.
1.8 Both parties undertake to follow the agreed Security Procedures and
Responsibilities.
1.9 Certegy will communicate the security procedures to Authorised Users (e.g.,
login procedures, password requirements, data and equipment security
procedures).
1.10 Certegy will notify IBM of changes to Certegy plans to make to its security
policies and standards before implementation.
Schedule L March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 10
2. IBM RESPONSIBILITIES FOR PHYSICAL SECURITY
IBM WILL be responsible for the following:
2.1 during the Transition Period with Certegy's cooperation, IBM will perform a
baseline inventory of removable storage media (e.g., tapes, disks) for
which IBM has security responsibility;
2.2 be responsible for notifying Certegy for the authorization of access
control for IBM staff for all badge reading devices in Certegy facilities;
2.3 conduct periodic reviews of the data processing areas for which IBM has
security responsibility for unusual occurrences and perform follow-up
activities in accordance with the procedures specified in the information
security controls document within the Procedures Manual;
2.4 implement controls which protect printed output from unauthorized access
while under IBM's control;
2.5 provide secure storage for removable storage media under IBM's control at
IBM data center sites;
2.6 provide physical security controls at the IBM Data Center sites which
include but is not limited to: providing badge distribution to IBM staff
performing the Services and alarm monitoring and response;
2.7 restrict access to data processing areas, whether at IBM or Certegy
facilities, for which IBM has security responsibility, to authorized
personnel only;
2.8 protect all network services infrastructure components on IBM's premises
from unauthorized access. This includes routers, firewalls, CSU/DSU's,
diagnostic equipment, FEP's, etc;
2.9 perform an annual audit and reconciliation of the tapes under IBM's control
and promptly notify the appropriate Certegy and IBM personnel if
discrepancies are discovered;
2.10 resolve discrepancies discovered during the annual tape audit and inform
Certegy of the resolution;
2.11 implement controls for and provide effective elimination of residual
information on removable storage media before disposal or reuse outside of
Certegy; and
2.12 provide security implementation and administration on all remote network
equipment installed by IBM at Authorised User locations to perform the
Services (includes routers, CSU/DSU's, firewalls, diagnostic modems, etc.).
Page 2 of 10
3. IBM RESPONSIBILITIES FOR LOGICAL SECURITY
IBM will be responsible for the following:
3.1 advise Certegy of the latest concepts and techniques associated with system
and data access control;
3.2 during the Transition Period with ▇▇▇▇▇▇▇'s assistance, will perform a
baseline inventory of access IDs for the systems for which IBM has security
responsibility;
3.3 reset logon ID passwords for Certegy, Certegy Authorized Users, and IBM
personnel and disclose such passwords to authorized personnel;
3.4 provide annually to Certegy for review (eg., re-verification) a list of
existing non-IBM system logon Ids;
3.5 review and verify quarterly the system logon Ids for IBM personnel (i.e.,
re-verification) and delete the Ids of those individuals who no longer have
a business need and/or are no longer authorized by management to access the
system;
3.6 based on information provided by Certegy, delete the system logon IDs of
those individuals who no longer have a business need and/or are no longer
authorized by Certegy or Certegy's Authorized Users to access the system;
3.7 authorize System access to IBM employees, IBM sponsored vendors and
contractors and with proper Certegy approval Certegy's Authorized Users
only to the extent necessary to perform activities required by the Master
Agreement, this Transaction Document and its Schedules;
3.8 perform system and data security tasks as agreed and documented in the
Procedures Manual;
3.9 authorize requests, dependent on proper registration to appropriate IBM
personnel, read, write, create, and scratch access to system resources,
such as systems commands, restricted utilities operating system files, IBM
libraries, and IBM applications;
3.10 install, maintain and upgrade new or existing data access control software
as deemed necessary by IBM to provide the Services;
3.11 implement the functions and features of the access control software that
will satisfy Certegy's security practices as defined in the Information
Security controls section of the Procedures Manual;
3.12 implement the protection requirements for operating system resources via
the access control software with all changes being scheduled and performed
in accordance with the change management process;
3.13 capture and maintain audit records for a mutually agreed retention period,
and provide record retention reports to the Certegy Project Executive upon
reasonable request;
3.14 promptly inform ▇▇▇▇▇▇▇ of any security incident as IBM becomes aware and
recommend possible remedial action;
Page 3 of 10
3.15 schedule and notify Certegy through the change management process of
security or integrity software fixes that must be applied to the systems
for which IBM has security responsibility;
3.16 provide and support encryption products (i.e., hardware and/or software) as
defined in the Procedures Manual under the Information Security Controls
section;
3.17 establish, change, deactivate and remove System logon IDs and associated
System access authorities of Certegy staff and ▇▇▇▇▇▇▇'s Authorized User
IDs as authorised by ▇▇▇▇▇▇▇;
3.18 control and be responsible for the security officer/security administrator
user profiles on those systems for which IBM has security responsibility;
3.19 ensure safeguards are designed to deter intentional or accidental security
violations in accordance with the Information Security Controls section
within the Procedures Manual;
3.20 ensure Authorized Users have unique identifiers to the extent necessary to
comply with ▇▇▇▇▇▇▇'s Security policies;
3.21 conduct periodic security health checks to validate access control
settings, authorized privileged users, operating system resource
protection, and installation and operation of virus control programs on the
applicable platforms;
3.22 in cooperation with Certegy, review the Certegy's security policies and
procedures for effectiveness and recommend improvements;
3.23 be responsible for maintaining the agreed data security procedures for
Systems Software and access to Certegy mainframe production application
systems (on-line and batch), development systems and libraries;
3.24 be responsible for Certegy's ACF2 administration responsibility to grant
read, write, create, and delete access to Certegy's business application
files and libraries (i.e., on-line ACF2 updates) and to grant user access
to CICS transactions defined as belonging to Certegy business applications
(i.e., on-line ACF2 updates), dependent on proper registration whether it
be TSO, Batch or CICS Facility; and
3.25 ensure that access granted to MVS operating system or APF libraries is
granted on a job need basis only and that any maintenance or update work
applicable to these libraries is properly reviewed and authorized in
accordance with established change control processes.
4. CERTEGY RESPONSIBILITIES FOR PHYSICAL SECURITY
Certegy will be responsible for the following:
4.1 the authorization of access control for all badge reading devices in
Certegy data center sites;
4.2 conducting periodic reviews of the data processing areas for which Certegy
has security responsibility for unusual occurrences and perform follow-up
activities in accordance with the procedures specified in the information
security controls document within the Procedures Manual;
Page 4 of 10
4.3 during the Transition Period, assist IBM in performing a baseline inventory
of removable storage media for which IBM has security responsibility;
4.4 providing secure storage for removable storage media at Certegy's data
center sites;
4.5 providing physical security controls at the Certegy Data Center sites which
include but is not limited to; providing badge distribution and alarm
monitoring and response;
4.6 restricting access to data processing areas, at Certegy facilities, for
which Certegy has security responsibility, to authorized personnel only;
and
4.7 protecting all network services infrastructure components on Certegy's
premises from unauthorized access. This includes routers, firewalls,
CSU/DSLTs, diagnostic equipment, FEP's, etc.
5. CERTEGY RESPONSIBILITIES FOR LOGICAL SECURITY
Certegy will be responsible for the following areas of logical security:
5.1 during the Transition Period, assisting IBM in performing a baseline
inventory of access IDs for the systems for which IBM has security
responsibility;
5.2 annual review and verification of system logon IDs for Certegy personnel
(i.e., re-verification) and notifying IBM to delete the IDs of those
individuals who no longer have a business need and/or are no longer
authorized by management to access the system;
5.3 defining and providing Certegy's data classification and control criteria,
data protection and handling requirements, and data encryption requirements
to IBM;
5.4 administration of all Application Software security;
5.5 promptly acknowledge receipt of security exposures notified to Certegy by
IBM and inform IBM of Certegy's acceptance or rejection of IBM's
recommended remedial action or other remedial action Certegy implements. In
the event that ▇▇▇▇▇▇▇ chooses not to implement in accordance with the
mutually accepted recommendations and it causes an impact to the Services
provided by IBM as determined by root cause analysis, IBM shall be relieved
of their responsibilities that they are prevented from performing by such
act;
5.6 define the protection requirements for application and End User resources
via the access control software ACF2;
5.7 maintain security for and distribution of encryption keys;
5.8 establish the process criteria for resetting passwords and disclosing such
passwords to authorized personnel; and
5.9 Certegy will provide fully authorised security requests to IBM.
6. SECURITY RESPONSIBILITY MATRIX
6.1 The Security Responsibilities Matrix attached hereto as Exhibit L-1 further
defines the security responsibilities of the Parties.
Page 5 of 10
EXHIBIT L-1
SECURITY RESPONSIBILITIES MATRIX
R = Identify Requirements
A = Assist
X = Perform
P = Primary
S = Secondary
SECURITY MANAGEMENT IBM CERTEGY
------------------- --- -------
1. Provide an interface for day-to-day security management. X X
2. Develop, document and implement an information security controls document X A
as part of the Procedures Manual.
3. Provide IBM with Certegy's security policies, including updates as they X
occur
4. Review security policies for effectiveness and recommend improvements. P S
5. Review amendments made to Certegy's security policies and standards and X
advise Certegy whether any proposed changes can be implemented within
existing Baselines and/or Annual Services Charge.
6. Create and maintain the Security section of the Procedures Manual X A
7. Communicate the security procedures to ▇▇▇▇▇▇▇'s Authorized Users that X
are affected by this service, such as login procedures, password use, use
of anti-virus programs and security for data and equipment.
8. Work to develop detailed information security controls document as part X A
of the Procedures Manual
9. Maintain and update the information security controls document when X A
necessary.
10. Develop, document and implement and maintain security controls for those S P
subsystems and applications that do not use the access control software
for their security.
Page 6 of 10
PHYSICAL SECURITY IBM CERTEGY
----------------- --- -------
1. Provide physical security controls at Certegy facilities. X
2. Provide physical security controls at IBM facilities. X
3. Restrict access to all data processing areas at IBM facilities to X
authorized personnel only.
4. Restrict access to all data processing areas at Certegy facilities to X
authorized personnel only.
5. Conduct periodic reviews of the data processing areas at Certegy's X
facilities for unusual occurrences and perform follow-up activities.
6. Conduct periodic reviews of the data processing areas at IBM facilities X
for unusual occurrences and perform follow-up activities.
7. Each party shall protect LAN Servers, routers, firewalls and X X
infrastructure devices that they are responsible for at Certegy
facilities.
8. Protect LAN Servers, routers, firewalls and infrastructure devices at IBM X
facilities.
9. Protect LAN Servers, routers, firewalls and infrastructure devices at X
Certegy facilities.
10. Implement controls which protect printed output from unauthorized access X
while under IBM's control.
11. Provide secure storage for portable storage media including, but not X
limited to, tapes and disk packs under IBM's control at IBM facilities.
12. Provide secure storage for portable storage media including, but not X
limited to, tapes and disk packs at Certegy's facilities.
13. During the Transition Period, with the assistance of ▇▇▇▇▇▇▇, perform a P S
baseline inventory of all portable storage media (e.g. tapes).
14. Perform an annual tape audit/reconciliation/resolution and promptly X
notify Certegy and IBM management when errors are detected.
15. Implement controls and provide effective disposal of residual information X
on portable storage media before disposal.
Page 7 of 10
LOGICAL ACCESS CONTROL IBM CERTEGY
---------------------- --- -------
1. Identify the Certegy data classification/control criteria. X
2. Install, maintain and upgrade new or existing data access control X
software when applicable.
3. Implement the functions and features of the access control software which X
will satisfy Certegy's security practices as defined in the information
security controls document in the Procedures Manual.
4. Implement the security system values and features of the supported X
operating systems which will satisfy Certegy's security practices as
defined in the information security controls document in the Procedures
Manual.
5. Identify the protection requirements for operating system resources. X
6. Implement the protection requirements for operating system resources via X
the access control software, with all changes being scheduled through the
Change Control Process.
7. Identify the protection requirements for Certegy's application X
resources.
8. Implement the protection requirements for Certegy's application X
resources via the access control software,
9. Implement and maintain security controls for those subsystems and X
applications which do not use the access control software for their
security (excludes DBMS security).
10. Identify the protection requirements for ▇▇▇▇▇▇▇'s Authorized User data. X
11. Implement the protection requirements for ▇▇▇▇▇▇▇'s Authorized User data X
via the access control software.
12. Schedule and notify Certegy through a change control process of X
security/integrity fixes that must be applied to the in-scope systems as
they become available.
13. Identify data encryption requirements. X
14. Provide and support network encryption products as defined in the X
"Information Security Controls" document.
15. Maintain and distribute encryption keys. X
16. During the Transition Period assist IBM in performing a baseline X
inventory of all access ID's to the Certegy systems to be supported as
part of this contract.
Page 8 of 10
17. Provide IBM with fully approved and authorised security requests. X
18. Establish, change, deactivate and remove logon IDs and associated access X
authorities for Certegy employees and Certegy Authorized Users as
authorised by Certegy.
19. Establish, change, deactivate and remove logon IDs and associated access X
authorities for IBM employees as authorised by Certegy.
20. Quarterly perform a continued business need (re-verification) review of S P
all Certegy logon ID's accessing the systems, removing those which are
identified as no longer authorized by management.
21. Quarterly perform a continued business need (re-verification) review of X
all IBM logon ID's supporting the service, removing those which are no
longer authorized by management.
22. Establish the process criteria for resetting user's passwords and X
disclosing them to authorized personnel.
23. Reset IBM logon ID passwords and disclose passwords to authorized X
personnel.
24. Reset Certegy and ▇▇▇▇▇▇▇'s Authorized User logon Ids, passwords and X
disclose passwords to authorized personnel.
25. Review, approve and grant requests for privileged user authorities. X
26. Review privileged user authorities quarterly and remove those for which X
management authorization no longer exists.
27. Control and be responsible for the Security Officer/Administrator user X
profiles on all systems, when applicable and in the scope of this
agreement.
28. Periodically perform system security health checks. X A
30. Capture audit records, retain for an agreed period of time, and supply X
reports to the Certegy Project Executive upon reasonable request.
31. Promptly inform ▇▇▇▇▇▇▇ of any security issues of which IBM is aware and X
suggest possible remedial action.
32. Promptly acknowledge receipt of security exposures identified by IBM and X
inform IBM of Certegy's acceptance or rejection of the suggested remedial
action.
33. Take corrective action as appropriate to remedy security violations IBM X
has reported.
33. Quarterly, review access granted to MVS and APF libraries for IBM X
support staff in accordance with the information security controls
document within the Procedures Manual
Page 9 of 10
DATA NETWORK IBM CERTEGY
------------ --- -------
1. Manage and maintain security of all firewall/gateway devices that may X
connect the IBM front end processors to the Certegy network for the
provision of the service.
2. Manage and maintain security of all firewall/gateway devices that may X
connect the IBM front end processors to the IBM network for the provision
of the service.
Page 10 of 10
SCHEDULE M OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
HELP DESK SERVICES PROCEDURES
1.0 INTRODUCTION:
IBM will staff a function to act as the contact point, via a toll free telephone
number, for Certegy End Users including some external Certegy customers, who
require assistance in the resolution of problems, concerns, and questions and to
request Services (the "Help Desk" or "Customer Service Center" ("CSC")). Calls
into the Help Desk will be answered by a single point of contact (SPOC) in
English. If a problem cannot be resolved by telephone, IBM will handle the
problem via the escalation procedures set forth in the Procedures Manual.
IBM will provide the Help Desk Services from a remote, fully functional IBM Help
Desk utilizing metaframe server technology (firewall). IBM will access Certegy's
network in order to perform Level 1 problem determination and ID support for the
End User population. This is accomplished by connectivity to the Certegy
network.
IBM will coordinate knowledge transfer by shadowing current Certegy Help Desk
staff to gather knowledge on supported applications, Help Desk processes &
procedures, special support requirements, and other pertinent support
information during the Transition Period. Certegy and IBM will work together
during the Transition Period to effect a transparent transition to the End User.
2.0 DEFINITIONS
LEVEL 1 - means, with respect to Help Desk support responsibilities: 1)
answering the incoming call; 2) recording all calls; 3) gathering the End User
information; 4) obtaining resource status; 5) accessing on-line information; 6)
responding to End User requests for information; 7) handling routine product
usage problems; 8) transferring calls to the appropriate support group; 9)
dispatching on-site assistance; 10) opening the call record; 11) informing the
End User of the status of a call; 12) calling the End User for further
information; and 13) closing the call record.
LEVEL 2 - means, with respect to Help Desk support responsibilities: 1) closing
problem calls not closed by Level 1, exclusive of product defects; 2)
documenting all actions in the call record; 3) calling the End User for further
information; 4) performing root cause analysis, as required; 5) working with
vendors (as appropriate) to resolve problems; 6) making recommendations for
process and tool improvements; 7) contacting other support groups and
organizations, as required; 8) dispatching on-site assistance, if needed; 9)
interfacing with other systems, networks and operating system environments
personnel; and 10) routing calls to other levels of support, as required.
Schedule M March 14, 2003
CERTEGY/IBM CONFIDENTIAL
Page 1 of 5
LEVEL 3 - means, with respect to Help Desk support responsibilities: 1) the
on-site diagnosis and repair required to close the problem; 2) documenting all
actions in the call record; 3) performing root cause analysis, as required; 4)
working with vendors (as appropriate) to attempt to resolve problems; 5) making
recommendations for process and tool improvements; and 6) contacting other
support groups or organizations, as required.
3.0 GENERAL HELP DESK SERVICES:
IBM Responsibilities
IBM will:
1. provide, program and maintain the automatic call distribution
equipment IBM requires to provide the Services at the IBM Help Desk.
Certegy will forward Help Desk Calls to the IBM Help Desk through
Certegy's PBX options/switch via an IBM provided 800 number;
2. receive, log and dispatch or transfer Calls, as appropriate;
3. open a Call record to document Calls. A Call record may include
information such as End User information, Call record number, date and
time opened, service requested, problem description or symptoms, Call
assignment (for example, Level 2, Level 3), Call status, and Call
resolution and closure information;
4. provide scripted Level 1 support for Certegy's Applications for which
Certegy or its third party IBM provides scripts and training;
5. prioritize Calls in accordance with the Severity Codes;
6. perform problem analysis, including identification of the source of
the problem;
7. provide Call status as the End User requests;
8. dispatch or arrange for on-site support, if required, for problem
determination and/or resolution;
9. notify the Certegy Service Location contact of Hardware or Software
systems failures according to the Operations Procedures Manual;
10. provide a systems status recording for in-scope systems with status
information such as known major incidents and estimated recovery
times;
11. interface with and coordinate problem determination and resolution
with the Certegy Service Location contact and/or Third Party service
providers;
12. monitor problem status to facilitate problem closure within defined
Service Level criteria or escalate in accordance with the escalation
procedures the Operations Procedures Manual defines;
13. provide input to Certegy on End User training requirements based on
problem Call tracking and analysis;
Page 2 of 5
14. with ▇▇▇▇▇▇▇'s assistance, establish and maintain Call prioritization
guidelines and escalation procedures;
15. develop Help Desk operational processes and procedures and provide to
Certegy for distribution;
16. maintain a contact list of IBM focal points, including names and
telephone, pager and fax numbers, and provide to Certegy for
distribution;
17. provide a standard monthly report to Certegy summarizing the Calls (by
status code) received and handled by the Help Desk for the prior
month;
18. using the information contained in the standard monthly reports, IBM
will provide information to Certegy on Call trends and make
recommendations (for example, additional End User training
requirements), where appropriate; and
19. provide an interface between its Help Desk application and Certegy's
Help Desk application (GWI).
Certegy Responsibilities
Certegy will:
1. publish a single toll free telephone number for End Users to contact
the Help Desk;
2. unless otherwise provided in the Agreement or mutually agreed by the
parties, be responsible for all End User training (hardware and
software);
3. for Certegy -retained systems, provide systems status information to
the Help Desk and updates as they occur. IBM will maintain such
information for up to five business days or until Certegy is otherwise
notified by IBM within the five business days, after which time IBM
will delete it unless Certegy otherwise notifies IBM;
4. maintain and distribute a Certegy contact list, including names and
telephone, pager and fax numbers, for use by Help Desk staff to
contact appropriate Certegy personnel for problem determination
assistance and escalation and ensure such personnel are available as
required;
5. assist IBM in establishing Call prioritization guidelines and
escalation procedures;
6. ensure End Users have a basic level of understanding of the service
delivery processes and procedures and adhere to the processes and
procedures for accessing each Service;
7. communicate support responsibilities and procedures to the Certegy
Service Location contact and Third Party service providers (for
example, providing Call status and resolution to the Help Desk and
ensure adherence to such procedures);
8. assist IBM, as requested and in a time frame commensurate with the
assigned problem Severity Code and associated Service Level
commitment, in the resolution of recurring problems which are the
result of End User error;
9. resolve any Certegy Third Party service provider performance problems
affecting IBM's provision of the Services;
Page 3 of 5
10. be responsible for all Certegy Third Party support costs (for example,
help lines);
11. be responsible for the resolution or closure of all Calls related to
products and services that are not within the Services;
12. allow IBM to utilize remote access capability to remotely diagnose
problems;
13. provide Level 2 and 3 support for Certegy applications; and
14. provide Level 1 scripts and training for Certegy applications to IBM.
4.0 HELP DESK FOR MAINFRAME RESPONSIBILITIES:
IBM Responsibilities
IBM will:
1. except for the Certegy Applications and Network, provide Level 1
support for the Hardware and Software;
2. redirect Calls requiring Level 2 and Level 3 support to the
appropriate IBM mainframe support group for problems and questions
relating to the mainframe;
3. report on the status of batch jobs upon request;
4. reset passwords and perform logon ID administration in accordance with
Certegy - provided security guidelines; and
5. recycle, start and stop devices.
Certegy Responsibilities
1. Certegy will provide the security guidelines, including the system
access authorization profiles; and
2. Certegy will authorize exceptions to the security guidelines.
5.0 HELP DESK FOR DESKTOP SERVICES:
IBM Responsibilities (Standard Products)
IBM will:
1. log and redirect Calls requiring Level 1, Level 2 and Level 3 support
for Standard Products to the appropriate IBM deskside support group
for problems and questions relating to the deskside;
2. dispatch IBM service personnel to perform on-site Services (for
example, deskside support, software maintenance)
IBM Responsibilities (Non Standard Products)
IBM will:
1. provide Level 1 support based upon IBM's available resources; and
Page 4 of 5
2. as appropriate, refer problems or questions to the Certegy Service
Location contact for resolution.
Certegy Responsibilities
Certegy will:
1. communicate the defined Standard Products and Services to End
Users;
2. ensure that End Users are authorized to request the Services
including the dispatch of service personnel to provide on-site
Services; and
3. with respect to Nonstandard Products: provide all Level 2, and
Level 3 support, be responsible for the resolution/closure of any
problems or questions referred to Certegy by Help Desk staff; and
provide training to IBM-designated staff and documentation on
Nonstandard Products, as appropriate.
6.0 HELP DESK FOR NETWORK RESPONSIBILITIES:
IBM Responsibilities
IBM will:
1. log and redirect Calls requiring Level 1, Level 2 and Level 3 support
to the appropriate Certegy network support group for problems and
questions relating to the network;
Certegy Responsibilities
Certegy will:
1. Certegy will provide the network call guidelines.
7.0 SERVICE LEVEL APPLICABILITY
The Average Call Time Service Level applies only to Level 1 support.
IBM and Certegy acknowledge that the Help Desk Services being provided by IBM
and set forth in this Schedule: (i) are related solely to information
technology, (ii) are being provided by IBM employees or its Affiliates or
Subcontractors, (iii) are being provided from facilities owned or leased by IBM
or its Affiliates, and (iv) IBM or its Affiliates are providing substantially
all automated call processing and updating all databases associated with such
Services. Any changes to the foregoing conditions (i) through (iv) shall require
a written amendment to this Transaction Document #03-01 executed by IBM and
Certegy and may require additional third party licenses and/or modifications to
the indemnity terms set forth in the Master Agreement and/or this Transaction
Document.
Page 5 of 5
SCHEDULE N OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
PROJECTS
1.0 INTRODUCTION
This Schedule N describes the methodology by which projects will be
performed in conjunction with the Transaction Document and the overall
Project Management process that will be implemented in order to support
delivery of such projects. The level at which a project will be managed
will be determined by the scope of the work and the Deliverables to be
provided under the project.
2.0 DEFINITIONS
All capitalized terms used and not defined in this Schedule N shall have
the same meanings given elsewhere in the Agreement. As used herein:
A. "ACCEPTANCE" or "ACCEPTED" means ▇▇▇▇▇▇▇'s concurrence that a
Deliverable satisfies the Completion Criteria set forth in the Project
Plan.
B. "COMPLETION CRITERIA" means mutually agreed upon written conditions
that IBM is required to meet in order to satisfy its obligations for
each project as set forth in the applicable Project Plan.
C. "DELIVERABLE" means any item delivered to Certegy under a project
which is specified in the Project Plan as a Deliverable.
D. "CHANGE AUTHORIZATION" has the meaning set forth in Section 6.0
herein.
E. "PROJECT CHANGE REQUEST" OR "PCR" has the meaning set forth in Section
6.0 herein.
F. "PROJECT PLAN" has the meaning set forth in Section 3.0 herein.
▇. "PROJECT MANAGER" has the meaning set forth in Section 3.0 herein.
3.0 PROJECT MANAGEMENT PROCESS
IBM's Project Management process is based upon the premise that the IBM
Account Manager will have overall responsibility and accountability to meet
all agreed upon quality, cost, schedule and technical objectives of the
project. In addition, each Party will assign an individual to each project
to act as its respective representative with responsibility for specific
operational roles as described below and further delineated in the Project
Plan ("Project Manager"). Based upon the scope of the work and the
Schedule N March 14, 2003 Page 1 of 6
CERTEGY/IBM CONFIDENTIAL
Deliverables to be provided under a project, a Project Manager may be
assigned to oversee multiple Projects.
Each project whether included as of the Commencement Date or subsequently
added at the request of Certegy, subject to Section 9.6 of the Master
Agreement, will have a plan developed (the "Project Plan") and, upon
approval by both Parties, the Project Plan will be assigned a sequential
number and will be attached to, and become a part of, this Schedule (e.g.,
Mainframe Project Plan M-1/Title, Mainframe Project Plan M-2/Title, etc.).
The terms, and conditions of the Master Agreement and the Transaction
Document will apply to each project unless otherwise amended by the
applicable Project Plan.
4.0 PROJECT MANAGERS
A. IBM Responsibilities
IBM will assign a Project Manager who will have the authority to act on
behalf of IBM in all matters pertaining to the project with the exception
of contractual endorsement. The IBM Project Manager will:
1. manage the project for IBM including planning, directing, and
monitoring all project activities;
2. develop the detailed Project Plan in conjunction with the Certegy
Project Manager;
3. maintain files of the Project Plan and any associated documentation;
4. establish the project team and, in conjunction with the Certegy
Project Manager, apprise team members regarding the Project Management
process and the Project Plan, including individual responsibilities,
Deliverables, schedules, etc.;
5. be the primary point of contact to Certegy for the project to
establish and maintain communications with the Certegy Project
Manager;
6. define and monitor the support resources required for the project to
ensure these resources are available as scheduled;
7. measure, track and evaluate progress against the Project Plan;
8. take ownership and resolve issues that may arise due to deviations
from the Project Plan with the Certegy Project Manager;
9. administer and, in conjunction with the Certegy Project Manager, be
accountable for project change control;
10. plan, schedule and participate in periodic project reviews, as
applicable, including review of the work products being produced;
11. provide periodic written status reports using a tool and format in a
format to be agreed between the Parties to Certegy that provide
information such as schedule status, technical progress, issue
identification and related action plans; and
12. establish and maintain the necessary financial controls for those
areas of the project
Page 2 of 6
for which IBM has responsibility.
B. Certegy Responsibilities
Certegy will assign a Project Manager who will have the authority to act on
behalf of Certegy in all matters pertaining to the project with the
exception of contractual endorsement. The Certegy Project Manager will:
1. be the single-point-of-contact for the management of Certegy's
obligations under the project;
2. serve as the interface between the project team members and Certegy's
business functions, units, or Affiliates participating in the project;
3. define Certegy's business and technical requirements for each project;
4. provide input and assist in developing the detailed Project Plan in
conjunction with the IBM Project Manager and ensure that the Project
Plan meets ▇▇▇▇▇▇▇'s business and technical requirements;
5. establish the project team and, in conjunction with the IBM Project
Manager, apprise team members regarding the Project Management process
and the Project Plan, including individual responsibilities,
Deliverables, schedules, etc.;
6. provide operational guidance to, manage and be accountable for the
performance of Certegy personnel assigned to the project;
7. administer and, in conjunction with the IBM Project Manager, be
accountable for project change control;
8. attend project planning/review/status meetings, as required;
9. obtain and provide information, data, decisions and approvals, within
three days of IBM's request, unless otherwise mutually agreed;
10. coordinate and schedule the attendance of Certegy personnel, as
appropriate, at planning/review/status meetings;
11. assist in the resolution of project issues and/or escalate within
Certegy for resolution as needed;
12. establish and maintain the necessary financial controls for those
areas of the project for which Certegy has responsibility; and
13. review and provide written confirmation that the Deliverables meet the
Completion Criteria set forth in the applicable Project Plan.
Page 3 of 6
C. Each Party will give the other Party reasonable advance notice, in writing,
of a change to its respective Project Manager and will discuss any
objections the other Party may have to such change.
5.0 PROJECT PLAN
A Project Plan must be completed for each project and should contain the
following information:
A. Project Managers
This section will identify the Parties' respective Project Managers
including name, address, telephone number, pager number, and fax number.
B. Purpose and Scope of Work
This section will provide a summary of the overall purpose of the project
and define the scope of work to be performed.
C. Assumptions/Dependencies
This section will describe any key assumptions, dependencies, or critical
success factors upon which the project will be based and/or is dependent
upon for successful completion.
D. Definitions
This section will define any terms specific to a project.
E. IBM Responsibilities
This section will describe the responsibilities which IBM is required to
perform in order to complete the project.
F. Certegy Responsibilities
This section will describe the responsibilities which Certegy is required
to perform in order to complete the project.
G. Required Equipment and Materials
This section will list all required equipment and materials including, but
not limited to, hardware and software, which each Party must provide in
order to facilitate completion of the project.
H. Deliverables
This section will provide a description of any items to be delivered by IBM
under the project.
I. Estimated Schedule
This section will provide the planned schedule for completion of the
project, including any milestones and target dates for completion.
Page 4 of 6
J. Completion Criteria
This section will state the criteria which IBM must meet in order to
satisfy its obligations under the project.
▇. ▇▇▇▇▇▇▇/Invoicing
This section will specify the applicable charges for the project and the
basis for such charges and the terms for IBM's invoicing if different from
those contained in the Transaction Document.
L. Additional or Unique Terms and Conditions
This section will identify any terms and conditions in addition to or
different from those contained in the Master Agreement and the Transaction
Document.
6.0 PROJECT CHANGE CONTROL
Either Party may request a change to a project subject to the following
procedure:
All requests for a project change must be submitted via a Project Change
Request ("PCR"). The PCR must describe the change in detail, the rationale
for the change and the effect the change will have, if accepted, or the
impact it will have if rejected, on the project. The Project Manager of the
requesting Party will review the PCR and determine whether to submit the
request to the other Party.
If submitted, both Project Managers will review the proposed change and
approve it for further investigation, if required, or reject it. If the
Parties agree that the proposed change requires further investigation, the
Project Managers will authorize such investigation, and any charges by IBM
that IBM specifies for such investigation, by signing the PCR. The
investigation to be conducted will determine the technical merits and the
effect on price, schedule, and other terms and conditions that may result
from the implementation of the proposed change. The requesting Party's
Project Manager may then approve or reject the change.
If rejected, the PCR will be returned to the requesting Party along with
the reason for rejection.
If approved, the change will be implemented by providing written
authorization signed by authorized representatives of both Parties ("Change
Authorization").
7.0 COMPLETION
IBM will notify Certegy, in writing, when the Completion Criteria for a
Deliverable has been met. Certegy must inform IBM, in writing, within ten
(10) business days following receipt of IBM's notification if ▇▇▇▇▇▇▇
believes IBM has not met the Completion Criteria, together with reasonable
detail as to the reasons for such belief. If IBM does not receive written
notice within such period, then the Deliverable(s) will be deemed Accepted.
Page 5 of 6
8.0 POTENTIAL PROJECTS UNDERWAY AT COMMENCEMENT DATE
As of the Execution Date, Certegy is aware of the following projects that
could have potential impact on IBM's delivery of the Services:
- new Clearing and Settlement System (replacement for Pass Thru and
DEPP)
- new Loyalty Management System
This section is to make IBM aware of these two major projects that will be
underway at Commencement Date.
In the event Certegy requests IBM support of these project(s), such support
will be a New Service and Certegy shall submit a request for such support,
and IBM will provide, in accordance with Schedule N, a Project Plan.
Page 6 of 6
SCHEDULE O OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
AFFECTED EMPLOYEES
As of the Commencement Date, there are no Affected Employees.
Schedule O March 14, 2003 Page 1 of 1
Certegy/IBM CONFIDENTIAL
SCHEDULE P OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
MAINTENANCE TERMS
This Schedule is not applicable to this Transaction Document 03-01.
Schedule P March 14, 2003 Page 1 of 1
CERTEGY/IBM CONFIDENTIAL
SCHEDULE Q OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
OUTSTANDING EMPLOYEE CLAIMS
There are no Outstanding Employee Claims.
Schedule Q March 14, 2003 Page 1 of 1
CERTEGY/IBM CONFIDENTIAL
SCHEDULE R OF
TRANSACTION DOCUMENT #03-01
MAINFRAME TOWER
(UNITED STATES)
SERVICES TRANSITION ASSISTANCE
1. INTRODUCTION
1.1. This Schedule R defines the assistance IBM will provide to Certegy
upon expiration or termination of the Agreement and/or this
Transaction Document.
2. SERVICES TRANSFER ASSISTANCE
2.1. It is the intent of the Parties that at or, upon expiration or
termination of the Agreement and/or Transaction Document, IBM will
cooperate with Certegy to assist with the orderly transfer of the
services, functions, responsibility, and operations comprising the
Services provided by IBM, hereunder, to another services provider or
one or more members of the Certegy Group itself.
2.2. Prior to expiration or termination of the Agreement and/or this
Transaction Document, Certegy may request IBM to perform and, if so
requested, IBM shall perform (except in the event of termination for
cause by IBM)) services, in connection with migrating the work of the
Certegy Group to another services provider or the Certegy Group itself
(through "Services Transfer Assistance").
2.3. Services Transfer Assistance shall be provided:
2.3.1. until the effective date of expiration or termination with
respect to the Services; and
2.3.2 for expiration or termination related services that are in
addition to the Services, for up to six additional months after
the effective date of expiration or termination.
2.4. Services Transfer Assistance shall include providing Certegy and its
Affiliates and their agents, contractors and consultants, as
necessary, with the following services:
2.4.1. Pre-migration Services:
(a) assisting the new operations staff in developing a plan
for the transition of all requested and appropriate
operations from IBM;
(b) providing the new operations staff personnel training in
the performance of the Services being transferred;
Schedule R March 14, 2003 Page 1 of 4
CERTEGY/IBM CONFIDENTIAL
(c) providing the new operations staff with any other
information regarding the Services that is required to
implement the transition plan and providing such
information as necessary for the new operations staff to
perform the Services in an orderly manner, minimizing
disruption in the operations of Certegy;
(d) notifying all IBM subcontractors of procedures to be
followed during the turnover phase;
(e) freezing all non-critical Software changes as requested by
▇▇▇▇▇▇▇;
(f) reviewing all Software libraries (test and production)
with the new service provider and/or Certegy;
(g) identifying, recording and providing control release
levels for the operating Systems Software used by IBM to
provide the Services;
(h) providing documentation to the new or existing operations
staff which has been provided to IBM by Certegy, jointly
developed between IBM and Certegy, and/or technical
documentation as required to support the Services but
excluding any documentation which is IBM Confidential
Information which is not required to support the services;
(i) assisting in establishing naming conventions for the new
production site;
(j) providing to the new operations staff reasonable access
and use of equipment, software, personnel, third parties,
and other resources used by IBM to provide the Services,
subject to any prohibitions or restrictions on the use or
disclosure of the software as required by the license
agreements;
(k) analyzing space required for the data-bases and Software
libraries; and
(1) generating a tape and listing of the source code in a form
reasonably requested by ▇▇▇▇▇▇▇.
2.4.2. Migration Services:
(a) unloading the production data bases as requested by
▇▇▇▇▇▇▇;
(b) unloading all requested Certegy data files and other
Certegy Confidential Information from the System and
delivering it to Certegy together with any IBM
Confidential Information which is
Page 2 of 4
required to perform the service subject to the
requirements of section 2.6.3;
(c) delivering tapes of production data-bases (with content
listings) and printouts of control file information to the
new operations staff;
(d) assisting with the loading of the data-bases;
(e) providing reasonable assistance to new operations staff
with the turnover of operational responsibilities;
(f) reviewing and explaining the Procedures Manual to the new
operations staff;
(g) assisting the new operations staff in notifying outside
vendors of the procedures to be followed during the
migration;
(h) assisting the new operations staff in preparation of and
conducting migration testing;
(i) assisting with the communications network turnover, if
applicable; and
(j) assisting in the execution of a parallel operation until
the effective date of expiration or termination of the
Agreement and/or this Transaction Document.
2.4.3. Post-migration Services:
(a) answering questions regarding the Services on an as-needed
basis during the 90 day period following the date of
expiration or termination; and
(b) returning to Certegy any remaining Certegy owned reports
and documentation still in IBM's possession.
2.5. If any Services Transfer Assistance provided by IBM requires the
utilization of additional resources for which there is a current Baseline,
Certegy will pay IBM for the incremental resources using the applicable
charging methodology set forth in Schedule J of the Transaction Document.
2.6. If the Services Transfer Assistance requires IBM to incur expenses in
excess of the expenses that IBM would otherwise incur in the performance of
the Agreement and/or this Transaction Document, then:
Page 3 of 4
2.6.1. IBM shall notify Certegy of any additional expenses associated
with the performance of any additional services pursuant to
Section 2.5 and this Section 2.6 within 30 days of receiving a
written work-order request from Certegy prior to performing
such services;
2.6.2. upon ▇▇▇▇▇▇▇'s authorization, IBM shall perform the additional
services and upon completion of the services IBM will invoice
Certegy for such services; and
2.6.3. Additionally, prior to providing any of the Services Transfer
Assistance, the new operations staff shall provide to IBM an
executed confidentiality agreement regarding IBM's Confidential
Information disclosed or provided to the new operations staff
while providing the Services Transfer Assistance; and
2.6.4. Certegy shall pay IBM for such additional expenses incurred
within thirty (30) days of the date of receipt of the
applicable invoice.
Page 4 of 4
SCHEDULE S OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
PERFORMANCE STANDARDS, MINIMUM SERVICE LEVELS, AND SERVICE CREDITS
1 INTRODUCTION
1.1 IBM and Certegy have developed detailed Performance Standards and Minimum
Service Levels that will adequately measure and track the performance of
Services provided by IBM.
1.2 This Schedule S describes:
1.2.1 The Performance Standards and Minimum Service Levels for the defined
Services which IBM is required to meet during the Term of this Agreement.
Such Performance Standards and Minimum Service Levels are set forth in
Charts C-1 through C-25 of Exhibit C-1 to this Schedule S, the effective
date for each of the attendant Service Credits is identified in the
attached Charts in the section titled "Implementation Criteria";
1.2.2 Service Credits which are required to be paid to Certegy in accordance
with Section 9.9 of the Master Agreement, should IBM fail to meet the
Minimum Service Levels as set forth in this Schedule S; and
1.3 Certain Certegy responsibilities.
2 DEFINITIONS
"ACTUAL UPTIME" means, out of the Service Periods, the aggregate number of
hours in any calendar month during which the Host System and/or each
defined Application is actually available for use by Authorized Users.
"APPLICATION" means individual subsystems or environments comprising the
Applications Software.
"AVAILABILITY" means Actual Uptime plus Excusable Downtime divided by
Scheduled Uptime. For purposes of determining whether IBM's performance
meets any Performance Standard and Minimum Service Level, Availability will
be measured based on a monthly average during each calendar month of the
Term of this Agreement, to be calculated once monthly within ten (10)
business days following the end of each calendar month.
Schedule S March 14, 2003 Page 1 of 43
Certegy/IBM Confidential
"CRITICAL SYSTEM PROCESS" means a process or service associated with a
Critical Business Application System for which there is a defined
Performance Standard and Minimum Service Level.
"EXCUSABLE DOWNTIME" means, out of the Scheduled Uptime, the aggregate
number of hours in any calendar month during which the Host System and/or
each defined Critical System Process is down due to action or inaction by
Certegy or due to a Force Majeure Event, which failure is not attributable
to IBM's failure to exercise due care including, without limitation,
failure to provide proper preventive or remedial maintenance.
"EXTENDED FUNCTIONALITY" means the state of the Application
Software-Certegy when the batch job CP209000 for St. ▇▇▇▇ or CP209040 for
Madison) or their replacement has completed and the online system has
limited update capability.
"FULL FUNCTIONALITY" means the state of the Application Software-Certegy
when the batch job CP242000 for St. ▇▇▇▇ or CP242040 for Madison or
BP2E6780 for Base2000 (Bank Card Availability) or their replacement has
completed and the system is current and operational.
"HOST SYSTEM" means Machines and related Systems Software.
"INTERNAL RESPONSE TIME" means the internal response time of CICS
transactions in a region as measured by the software tool Omegamon CICS or
its equivalent replacement.
"KEY PERFORMANCE INDICATOR" "KPI" means a critical process or service which
shall be monitored and reported by exception.
"MEASUREMENT PERIOD" means the time intervals for monitoring, evaluating
and calculating IBM's performance against the Performance Standards and
Minimum Service Levels and the Service Credits, if any.
"MINIMUM SERVICE LEVEL" or "MSL" means the level of performance set forth
in Charts C-1 through C-25 of Exhibit C-1.
"PRIORITY" as used in Chart C-17, 18, and 22 to this Schedule S, refers to
the relative importance to Certegy of IBM's attainment of performance in
accordance with the Service Level for a particular Critical System Process
versus the Service Level of another Critical System Process. The Priority
designations are, in order of least importance to most importance: 2 and 1.
"RESPONSE TIME" means the time taken to perform initial problem
determination by a problem support area from the time the Help Desk was
advised.
"RESOLUTION TIME" means the time taken to effect a permanent fix to a
problem from the time the Help Desk was advised.
Page 2 of 43
"SCHEDULED DOWNTIME" means, out of the Service Periods, the aggregate
number of hours in any calendar month during which the Host System and/or
each defined Critical System Process is scheduled to be unavailable for use
by Authorized Users due to such things as preventive maintenance, system
upgrades, etc. The Scheduled Downtime period will be between the hours of
03:00 am to 06:00am on Sundays, unless otherwise agreed in advance by the
Parties.
"SERVICE PERIODS" means the days of the week and hours per day that the
Host System and/or each defined Critical System Process is scheduled to be
available for use by Authorized Users as set forth in Exhibit C-1, subject
to adjustment for mutually agreed upon Scheduled Downtime.
"SCHEDULED UPTIME" means of the Service Periods, the aggregate number of
hours in any calendar month during which the Host System and/or each
defined Critical System Process is scheduled to be available for use by
Authorized Users.
"UNAVAILABILITY" means actual downtime less Scheduled Downtime divided by
Scheduled Uptime. For purposes of determining whether IBM's performance
meets any Performance Standard and Minimum Service Level, Unavailability
will be measured based on a monthly average during each calendar month of
the Term of this Agreement, to be calculated once monthly within ten (10)
business days following the end of each calendar month.
"VALIDATED OR VALIDATION" means that the Service Levels can be demonstrated
to have been met or are demonstrated to be attained by IBM during a
one-hundred twenty (120) day Measurement Period during the Term of this
Agreement utilizing reasonable business practices and providing information
about requirements and responsibilities and the measurement process. The
"Validation" process is the method for obtaining Validated results. New
Performance Standards and Minimum Service Levels which are Validated in
accordance with this Schedule S, will go into effect as soon as the IPT
agrees that they have been Validated and Exhibit C-1 will be updated
accordingly.
"VALIDATION PERIOD" means the one hundred and twenty (120) day period
described in Section 6.1(ii) of this Schedule S, or otherwise agreed
between the Parties, to define a new SLA, responsibilities and requirements
for the SLA, agree to the measurement methods, implement and perform the
measurement and jointly verify the results.
All capitalized terms used and not defined in this Schedule S shall have
the same meanings given to them elsewhere in the Master Agreement the
applicable Transaction Document and its Schedules hereunder.
3 REPORTING
By the tenth (10th) business day of each calendar month during the Term of
this Agreement, IBM will submit to Certegy a report or set of reports
assessing IBM's
Page 3 of 43
performance against the Performance Standards and the Minimum Service
Levels during the previous calendar month and detailing IBM's performance
in those categories identified on Charts C-1 through C-25. IBM will also be
responsible for promptly investigating and correcting failures including
failures to meet such Performance Standards and Minimum Service Levels by:
- initiating problem investigations to identify root causes of
failures;
- promptly reporting problems to Certegy that reasonably could be
expected to have a material adverse effect on Certegy or its
Authorized Users' operations; and
- making written recommendations to Certegy for improvement in
procedures.
In addition to any Service Credits required by the Master Agreement and
Section 7 hereof, IBM with Certegy's assistance shall diligently identify
root causes, correct their respective problems, as identified through the
root cause analysis, and minimize recurrences of missed Performance
Standards and Minimum Service Levels for which it is responsible. IBM will
provide Certegy with a report describing the results of its root cause
analysis and other facts relating to IBM's failure to attain MSLs
4 PERIODIC REVIEWS
Performance Standards and Minimum Service Levels will be reviewed and
adjusted, if applicable, by the IPT. Any such changes will be implemented
through the Change Control Process. The Parties intend that the Performance
Standards and Minimum Service Levels will not be less favorable to Certegy
during the Term of this Agreement to which they are applicable than they
are at the initiation of the Services and will be improved over time. Any
adjustments to applicable Performance Standards and Minimum Service Levels
will be based upon:
- The discussion between the Parties following receipt of the
Benchmarker Results in accordance with the benchmarking
procedures set forth in Section 5.2 of the Transaction Document.
- Technology changes to the environment; and
- Certegy or its Authorized Users' business change.
- Otherwise, the Performance Standards and Minimum Service Levels
will remain the same.
5 PERFORMANCE STANDARD AND MINIMUM SERVICE LEVEL IMPACT
Page 4 of 43
5.1.1 For any calendar month for which, based on capacity planning activities
utilizing Certegy business projections and IBM's historical trend
analysis, IBM has provided written performance recommendations to Certegy
to allow for continued Performance Standard and Minimum Service Level
attainment without any increase in the ASC, Monthly Charges or other costs
to Certegy, and with lead time reasonably sufficient for Certegy to verify
and approve such recommendations, and these recommendations are valid but
declined by Certegy or Certegy does not respond to IBM's recommendations,
then IBM will be relieved of its Performance Standard and Minimum Service
Level obligations for any calendar month for the environments for which
recommendations were made and the capacity was exceeded, to the extent
that the root cause analysis of such Performance Standard and/or Minimum
Service Level failure demonstrates that the root cause was Certegy's
refusal to accept and implement such recommendations.
5.1.2 IBM shall be relieved of its performance obligations under the Performance
Standards and Minimum Service Levels for any calendar month to the extent
that MIPS and DASD resources provided by IBM meet the capacity set forth
in the Supplement, as adjusted by incremental MIPS and DASD requested by
Certegy, where the root cause analysis demonstrates that such level of
utilization exceeds such capacity and was the cause of IBM failing to
satisfy such Performance Standard or Minimum Service Level in such month,
except in the event where root cause analysis demonstrates that such level
of utilization does not exceed the normal tolerance level of the IBM
resources being utilized to provide such capacity.
6 PERFORMANCE STANDARD AND MINIMUM SERVICE LEVEL CRITERIA
6.1 The Performance Standards and Minimum Service Levels for the defined
Services which IBM will be required to meet under this Agreement will be
implemented in six parts as follows:
(i) New Performance Standards and Minimum Service Levels "Report-Only
Performance Standards" if applicable, will be implemented and be
effective upon agreement.
(ii) The Parties will Validate the new Performance Standards and Minimum
Service Levels set forth at Charts C-1 through C-25 by accomplishing
one of the following. In the following paragraphs, data to be
validated refers not only to substantive confirmation of the
measurements of the SLAs and the measurement process, but also
information about the requirements and responsibilities to enable the
SLAs:
a) Where the latest nine (9) months of the necessary data required
for Validation is available prior to the Commencement Date, this
data will be reviewed and accepted by IBM during the 180Day
Transition Period. If any Service Level is Validated by IBM
pursuant to this Section 6.1(ii)(a), the applicable Minimum
Service Level and Performance Standard shall be deemed to be
implemented and
Page 5 of 43
effective on the Commencement Date of this Agreement and all
associated Service Credits shall apply;
b) Where the necessary data is not available prior to the
Commencement Date and subject to agreement to the measurement
methods to be used and the identification of the System end
points by Certegy, IBM shall within the continuous one hundred
and twenty (120) day Measurement Period starting at Commencement
Date, measure the performance standards of the Services to verify
that the Performance Standards and Minimum Service Levels set
forth in this Schedule S can be met or exceeded. Once the
Performance Standards and Minimum Service Levels are Validated,
they will go into effect and IBM shall meet or exceed such
Performance Standards and Minimum Service Levels as of the date
of Validation by the Parties and for the remainder of the Term of
this Agreement, including any mutually agreed changes; or
(iii) If, after completing the activities required to Validate a Service
Level during the Validation Period, the Parties determine that a
Service Level (Performance Standard) cannot be attained, such Service
Levels shall be revised to reflect those measured during the
Validation Period after agreement of the Parties and acceptance by the
IPT. Such revised, agreed and accepted Service Levels, shall become
effective when Validated and such Performance Standards and Minimum
Service Levels in this Schedule S shall be amended accordingly.
(iv) If IBM fails to timely complete the activities required to Validate
any Service Level in this Schedule S within a Validation Period, then
such Performance Standards and Minimum Service Levels set forth in
Exhibit C-1 to this Schedule S shall be deemed implemented and
effective as of the end of the Validation Period or the Commencement
date and the associated Service Credits shall apply. In the event that
IBM subsequently completes its measurement activities to Validate such
Service Level within a further 120 day period and the Parties
determine that a Service Level cannot be attained, such Service Levels
shall be revised to reflect those measured by IBM upon agreement of
the Parties and acceptance by the EPT. Such revised, agreed and
accepted Service Levels, shall become effective upon the agreement of
the Parties and the Performance Standards and Minimum Service Levels
set forth in Exhibit C-1 to this Schedule S shall be amended
accordingly.
(v) Notwithstanding sub-section (iv) above, if the Parties determine that
IBM is unable to Validate any Service Level described herein using
commercially reasonable efforts within the Validation Period, the
Parties shall, through the IPT process, reasonably attempt to jointly
develop an alternative Service Level.
(vi) Where the Parties agree that the Measurement Period for any one SLA
should be deferred for any reason and agree that measurement shall
commence on a mutually agreeable date which results in the Measurement
Period for that SLA extending beyond the end of the Validation Period
the SLA shall become
Page 6 of 43
effective at the later of (a) the end of the Validation Period or (b)
the agreed date for the commencement of the Validation Period for that
SLA.
During the Validation Period and the Transition Period the Batch
transaction workload will be measured. In the event of a significant
deviation to the Batch transaction workload through natural growth or
through the implementation of a significant change the Parties agree
that the SLA will be subject to re-Validation. Upon this event and
until such time as the SLA is re-Validated Service Credits shall not
be payable.
6.2 IBM will perform scheduled batch processing services in accordance with the
Performance Standards and Minimum Service Levels set forth in Exhibit C-1.
IBM shall be relieved from applicable Performance Standards and Minimum
Service Levels and Service Credits if it does not receive certain critical
inputs from Certegy or its Authorized Users by time agreed upon by the
Parties, where the required files are available and ready for use within
the IBM managed infrastructure, and successful completion of the
appropriate Application batch job stream to the extent controlled by
Certegy unless the reason the critical inputs are not received is due to an
error or errors made by IBM in their Performance of the Services which IBM
will not be relieved from applicable Performance Standards and Minimum
Service Levels. On those occasions where a Service Level appears to be met
(i.e. Online systems are up and available on or before the time identified
in Exhibit C-1) but a processing error caused specifically by IBM (i.e.
restarting a job in the wrong place where the restart procedures were
correctly documented) had occurred causing the files to be non current,
then IBM will have been deemed to have missed the Service Level.
6.3 Certegy recognizes that its deviation from scheduled batch job streams may
result in batch output not being available by the scheduled time.
6.4 If Certegy or its Authorized Users fails to deliver any critical input by
the deadline for the applicable batch processing job, or deviates from
scheduled batch job streams, IBM will use commercially reasonable efforts,
once the input is received, or corrections are made by Certegy, to complete
such batch processing by the scheduled time. In this case, IBM will not be
subject to a Service Credit for this application, provided it uses such
commercially reasonable efforts.
6.5 ADDITIONAL PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
6.5.1 New Applications: Performance Standards and Minimum Service Levels for new
Applications which are critically material to Certegy's business shall be
set forth in Exhibit C-1. The Performance Standard and Minimum Service
Level for each new Application shall be negotiated between IBM and Certegy
based on actual performance during the first one-hundred twenty (120) days
following implementation balanced with performance forecasts (new
Applications shall meet the mutually agreed qualification criteria and be
compatible with the Applications Installation Standards specified in
Schedule K), provided, however, that the new Application Availability
Performance Standard and Minimum Service Level shall be consistent with the
standards set forth in
Page 7 of 43
Exhibit C-1 for other comparable Applications. In the event that agreement
is not achieved in the one-hundred twenty (120) days, the dispute
resolution procedures set forth in Section 16 of the Master Agreement will
be followed.
6.5.2 New Services: When additional or New Services, other than new
Applications, for which there will be a Performance Standard and Minimum
Service Level are added to the operating environment, the Performance
Standard and Minimum Service Level for each additional or New Service shall
be negotiated between IBM and Certegy based on actual performance during
the first one-hundred twenty (120) days following implementation. Such
mutually agreed upon Performance Standard and Minimum Service Level will be
set forth in Exhibit C-1.
6.5.3 In the event of a Disaster, IBM will be relieved from the Service Level
requirements set forth in Schedule S of this Transaction Document as
measured through the "Description of Outages" in Performance Standards and
Minimum Service Levels Chart C-1 through C-25 from the time of the initial
outage to five (5) calendar days after restoration thereafter.
6.5.4 IBM shall monitor and report on all Priority 2 Critical Processes as part
of their daily and monthly reporting to Certegy. IBM shall also make
commercially reasonable efforts to provide at a minimum the services
related to the Certegy development environment as noted in Chart C-26 of
this Schedule S.
6.5.5 IBM will track and report by exception, on but will not incur Service
Credits, for any initial failure by IBM to meet those Service Level
standards designated in Charts 17, 18 and 22 as "Priority 2" Service
Levels. However, upon any failure by IBM to satisfy any Priority 2 Service
Level for two (2) consecutive calendar months (hereinafter such failure is
referred to as a "Priority 2 Service Credit Event"), a Service Credit equal
to the Priority 1 Service Credit amount, as set forth in Service Credit
Table C-3 shall be applied against the IBM invoice for Services in the
month immediately following the occurrence of such Priority 2 Service
Credit Event. Subsequent failures by IBM to meet the same Minimum Service
Level during the six (6) calendar months following the Priority 2 Service
Credit Event, as monitored by Certegy and accepted by IBM, shall also
require IBM to apply a separate and additional Service Credit. If, however
IBM consistently achieves the Minimum Service Level during such six (6)
consecutive month period, IBM shall not be liable for Service Credits for
the initial failure by IBM to meet or perform in accordance with the
applicable Minimum Service Level. Instead, the initial failure following
the six (6) consecutive month period shall be deemed a first time failure
to achieve a Priority 2 Service Level and shall be treated in the manner
described above.
6.5.6 The Service Levels included in Exhibit C-1 as of the Effective Date are
included in the ASC. Any Service Levels added after the Effective Date are
subject to additional charges, if any, and any such additional charges will
be reflected in an amendment to this Transaction Document.
7 SERVICE CREDITS
Page 8 of 43
7.1 In accordance with Section 3.2 of the Master Agreement, should IBM fail
to achieve the Minimum Service Levels as set forth in Exhibit C-1, IBM
will pay Service Credit(s) to Certegy. IBM will be relieved of
responsibility in accordance with this Schedule S for any Minimum Service
Level(s) and any associated Service Credits to the extent affected by the
items described below where IBM's failure to meet the Minimum Service
Level(s) is due to:
7.1.1 The conditions and considerations outlined in Sections 5.1.1, 5.1.2, 6.2,
6.3 and 6.4 of this Schedule S;
7.1.2 Problems determined to be caused by the actions or inaction of Certegy's
personnel;
7.1.3 Changes made to the environment by Certegy directly or by IBM personnel
in response to a request from duly authorized Certegy personnel through
the recognized work order or Change Control Process;
7.1.4 Certegy's change in prioritization of available resources;
7.1.5 Certegy's failure to perform Certegy's obligations as set forth in this
Transaction Document and its Schedules to the extent such failure affects
IBM's ability to perform the Services at the specified Minimum Service
Levels (e.g., provision of adequate system capacity to provide the
Minimum Service Level commitments, environmental factors/facilities,
Certegy procedural errors);
7.1.6 Performance or nonperformance by ▇▇▇▇▇▇▇'s third party vendors (i.e.
third party software vendors) and suppliers, except where root cause
analysis demonstrates that IBM failed to perform its management
responsibilities;
7.1.7 A declared Disaster, in which event, the Service Levels are exempted as
noted in Section 6.5.3 of this Schedule S.;
7.1.8 Problems resulting from the application being provided by Certegy being
demonstrated through root-cause analysis to be insufficient to allow
completion or overall throughput of the scheduled application to allow
achievement of the required Minimum Service Level for that application;
7.1.9 Problems which may not be determined through root cause analysis.; or
7.1.10 For events which are not under the control of IBM, for example; power
outages, errors or bugs within the Software (other than IBM Software),
hardware malfunctions or errors (other than IBM Machines), products or
services recommended by Certegy (but not products or services recommended
by IBM), or actions or inactions of Certegy's Authorized Users and/or
customers.
7.2 The applicable Service Credits shall be determined or calculated as
follows:
7.2.1 For failure to meet the Minimum Service Level in any of the defined
Service categories, the Service Credit will be determined as set forth in
Exhibit C-1.
Page 9 of 43
7.2.2 Regarding limitations on Service Credits:
(a) Notwithstanding anything to the contrary, in no event will IBM be
liable to pay Service Credits in excess of; (i) in any given
calendar month, twenty percent (20%) of the Monthly Charge for
such month, or, (ii) in the aggregate, five percent (5%) of the
Annual Service Charge during any Contract Year, during the term
of this Transaction Document.
(b) If the outstanding Service Credits for any calendar month
(including any Service Credits that have been carried forward
from any prior months pursuant to this paragraph) exceed twenty
percent (20%) of the Monthly Charge for such month, then, subject
to the five percent (5%) limitation set forth in paragraph (a)
above, the portion of such Service Credits up to 20% of the
Monthly Charge shall be applied to the invoices for such month.
Any Service Credits exceeding twenty percent (20%) of such
Monthly Charge shall be carried forward and applied in accordance
herewith against the Monthly Charge for one or more subsequent
calendar months within the same Contract Year until completely
exhausted, subject to the five percent (5%) limitation set forth
in paragraph (a) above. In no event will any unapplied Service
Credits be carried forward from one Contract Year to another.
7.2.3 The Service Credits required to be paid hereunder by IBM that are shown
by root cause analysis to be the result of a single event, shall be
limited to the largest financial amount that can be calculated pursuant
to a single applicable Minimum Service Level or Performance Standard for
that month; provided, however, that to the extent that such root cause
analysis reveals that such problems constitute separate or unrelated
problems, even if caused by such single event, then multiple Minimum
Service Levels or Performance Standards may apply.
7.3 IBM shall monitor and report on all Priority 2 Critical Processes, that
is Charts 17 and 18 in Exhibit C-1 as part of their daily and monthly
reporting to Certegy.
Page 10 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-1
TBS BANK CARD SYSTEM AVAILABILITY-ST. PETERSBURG
SERVICE DESCRIPTION: Maintain Host System Availability of the
on-line TBS Bank Card system St. Petersburg
environment during the Service Periods set
forth in this Chart C-1. An Authorized User
must be able to obtain current up-to-date
information from files provided by Applications
through the Authorized Users normal process.
IBM shall provide to Certegy reports detailing
IBM's performance against Performance Standards
and Minimum Service Levels on a monthly
calendar period basis.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
Full Functionality period: 07:00 to 20:00(EST)
Sunday-Saturday subject to completion of job
CP242000Monday-Friday
Extended Functionality period - all times
outside Full Functionality periods.
ENVIRONMENT DESCRIPTION: Historically, TBS System Availability
Performance Standard and Minimum Service Level
attainment has been reported by individual
regions and as a combined measure. Outages are
tracked by documenting the TBS System
Unavailability, including outage duration,
cause code resolution and some Authorized Users
verification. The associated on-line system
tools shall be operational during TBS
Cardholder System Service Periods. Any downtime
(excluding Scheduled Downtime) for more than
ten (10) minutes or a delay of more than 10
minutes in being back at Full Functionality by
0700 (EST) constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
The measurement is TBS System
A Service Credit is due if an outage occurrence Availability in minutes and the number
exceeds ten (10) minutes of Unavailability in any of outage occurrences.
Measurement Period.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and Extended Functionality
definitions excluding Scheduled Downtime.
Page 11 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-2
TBS BANK CARD SYSTEM AVAILABILITY-MADISON
SERVICE DESCRIPTION: Maintain Host System Availability of the
on-line TBS Bank Card system Madison
environment during the Service Periods set
forth in this Chart C-2. An Authorized User
must be able to obtain current up-to-date
information from files provided by Applications
through the Authorized Users normal process.
IBM shall provide to Certegy reports detailing
IBM's performance against Performance Standards
and Minimum Service Levels on a monthly
calendar period basis.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
Full Functionality period: 07:00 to 20:00(EST)
Sunday - Saturday subject to completion of
batch job CP242040
Extended Functionality period - all times
outside Full Functionality periods.
ENVIRONMENT DESCRIPTION: Historically, TBS System Availability
Performance Standard and Minimum Service Level
attainment has been reported by individual
regions and as a combined measure. Outages are
tracked by documenting the TBS System
Unavailability, including outage duration,
cause code resolution and some Authorized Users
verification. The associated on-line system
tools shall be operational during TBS
Cardholder System Service Periods. Any downtime
(excluding Scheduled Downtime) for more than
ten (10) minutes or a delay of more than 10
minutes in being back at Full Functionality by
0700 (EST) constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
A Service Credit is due if an outage occurrence The measurement is TBS System
exceeds ten (10} minutes of Unavailability in any Availability in minutes and the number
Measurement Period. of outage occurrences.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and Extended Functionality
definitions excluding Scheduled Downtime.
Page 12 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-3
BASE 2000 BANK CARD SYSTEM AVAILABILITY
SERVICE DESCRIPTION: Maintain Host System Availability of the
on-line Base 2000 Bank Card System environment
during the Service Periods set forth in this
Chart C-3. An Authorized User must be able to
obtain current up- to-date information from
files provided by Applications through the
Authorised Users normal process. IBM shall
provide to Certegy reports detailing IBM's
performance against Performance Standards and
Minimum Service Levels on a monthly calendar
period basis.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
Full Functionality period:
07:00 to 20:00(EST) Sunday - Saturday subject
to completion of batch job BP2E6780
Extended Functionality period - all times
outside Full Functionality periods
ENVIRONMENT DESCRIPTION: Historically, Base2000 System Availability
Performance Standard and Minimum Service Level
attainment has been reported by individual
regions and as a combined measure. Outages are
tracked by documenting the Base2000 System
Unavailability, including outage duration,
cause code resolution and some Authorized Users
verification. The associated on-line system
tools shall be operational during Base2000
Cardholder System Service Periods. Any downtime
(excluding Scheduled Downtime) for more than
ten (10) minutes or a delay of more than 10
minutes in being back at Full Functionality by
0700 (EST) constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
A Service Credit is due if an outage occurrence The measurement is Base 2000 Bank Card
exceeds ten (10) minutes of Unavailability in any System Availability in minutes and the
Measurement Period. number of outage occurrences.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and Extended Functionality
definitions excluding Scheduled Downtime.
Page 13 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-4
TBS COLLECTIONS SYSTEM AVAILABILITY-ST. PETERSBURG
SERVICE DESCRIPTION: Maintain Host System Availability of the
on-line The TBS Collections System environment
St. Petersburg during the Service Periods set
forth in this Chart C-4. An Authorized User
must be able to obtain current up-to-date
information from files provided by Applications
through the Authorized Users normal process.
IBM shall provide to Certegy reports detailing
IBM's performance against Performance Standards
and Minimum Service Levels on a monthly
calendar period basis. On-line up by 0700
(EST). IBM shall provide 7 x 24 support for
abend resolution.
SERVICE PERIODS: Sunday-Saturday 24 hours per day Availability
(excludes Scheduled Downtime)
Measurement Period 07:00 to 23:00 (EST) Sunday
- Saturday.
ENVIRONMENT DESCRIPTION: Historically, TCS System Availability
Performance Standard and Minimum Service Level
attainment has been reported by individual
regions and as a combined measure. Outages are
tracked by documenting the TCS System
Unavailability, including outage duration,
cause code resolution and some Authorized Users
verification. The associated on-line system
tools shall be operational during TCS
Cardholder System Service Periods. Any downtime
(excluding Scheduled Downtime) for more than
ten (10) minutes constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period. The measurement is The TBS Collection
System Availability in minutes and the
A Service Credit is due if an outage occurrence number of outage occurrences.
exceeds ten (10) minutes of Unavailability in any
Measurement Period.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and Extended Functionality
definitions excluding Scheduled Downtime.
Page 14 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-5
TBS COLLECTIONS SYSTEM AVAILABILITY-MADISON
SERVICE DESCRIPTION: Maintain Host System Availability of the
on-line The TBS Collections System Madison
environment during the Service Periods set
forth in this Chart C-5. An Authorized User
must be able to obtain current up-to-date
information from files provided by Applications
through the Authorized Users normal process.
IBM shall provide to Certegy reports detailing
IBM's performance against Performance Standards
and Minimum Service Levels on a monthly
calendar period basis. On-line up by 0700
(EST). IBM shall provide 7 x 24 support for
abend resolution.
SERVICE PERIODS: Sunday-Saturday 24 hours per day Availability
(excludes Scheduled Downtime)
Measurement Period 07:00 to 23:00 (EST) Sunday
- Saturday.
ENVIRONMENT DESCRIPTION: Historically, TCS System Availability
Performance Standard and Minimum Service Level
attainment has been reported by individual
regions and as a combined measure. Outages are
tracked by documenting the TCS System
Unavailability, including outage duration,
cause code resolution and some Authorized Users
verification. The associated on-line system
tools shall be operational during TCS
Cardholder System Service Periods. Any downtime
(excluding Scheduled Downtime) for more than
ten (10) minutes constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period. The measurement is The TBS Collection
System Availability in minutes and the
A Service Credit is due if an outage occurrence number of outage occurrences.
exceeds ten (10) minutes of Unavailability in any
Measurement Period.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and Extended Functionality
definitions excluding Scheduled Downtime.
Page 15 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-6
BASE 2000 COLLECTION S SYSTEM AVAILABILITY
SERVICE DESCRIPTION: Maintain Host System Availability of the
on-line Base 2000 Collections System
environment during the Service Periods set
forth in this Chart C-6. An Authorized User
must be able to obtain current up-to-date
information from files provided by Applications
through the Authorized Users normal process.
IBM shall provide to Certegy reports detailing
IBM's performance against Performance Standards
and Minimum Service Levels on a monthly
calendar period basis.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
Full Functionality period:
07:00 to 20:00(EST) Sunday - Saturday subject
to completion of batch job BP2C0990 Extended
Functionality period - all times outside Full
Functionality periods.
ENVIRONMENT DESCRIPTION: Historically Base2000 Collections System
Availability Performance Standard and Minimum
Service Level attainment has been reported by
individual regions and as a combined measure.
Outages are tracked by documenting the Base2000
Collections System Unavailability, including
outage duration, cause code resolution and some
Authorized Users verification. The associated
on-line system tools shall be operational
during Base2000 Collections System Service
Periods. Any downtime (excluding Scheduled
Downtime) for more than ten (10) minutes
constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period. The measurement is Base 2000 Collection
System Availability in minutes and the
A Service Credit is due if an outage occurrence number of outage occurrences.
exceeds ten (10) minutes of Unavailability in any
Measurement Period.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and Extended Functionality
definitions excluding Scheduled Downtime.
Page 16 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-7
TBS AUTHORIZATION SYSTEM AVAILABILITY -ST. PETERSBURG
SERVICE DESCRIPTION: Maintain Host System Availability of the
on-line TBS Authorizations system St.
Petersburg environment during the Service
Periods set forth in this Chart C-7. An
Authorized User must be able to obtain current
up-to-date information from files provided by
Applications through the Authorized Users
normal process. IBM shall provide to Certegy
reports detailing IBM's performance against
Performance Standards and Minimum. Service
Levels on a monthly calendar period basis. IBM
shall, in coordination with ▇▇▇▇▇▇▇'s TBS
Authorizations System Support Group, provide
7 x 24 support for abend resolution.
SERVICE PERIODS: The Service Period and Measurement Periodare
considered to be all times other than the
Schedule Downtime.
Sunday thru Saturday - 24 x 7 Availability
ENVIRONMENT DESCRIPTION: Historically TBS Authorizations System
Availability Performance Standard and Minimum
Service Level attainment has been reported by
individual regions and as a combined measure.
Outages are tracked by documenting the TBS
Authorizations System Unavailability, including
outage duration, cause code resolution and some
Authorized Users verification. The associated
on-line system tools shall be operational
during TBS Authorizations System Service
Periods. Any downtime (excluding Scheduled
Downtime) for more than ten (10) minutes
constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-2.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
A Service Credit is due if an outage occurrence The Measurement is TBS Authorizations
exceeds ten (10) minutes of Unavailability in any System Availability in minutes and the
Measurement Period. number of outage occurrences.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and extended Functionality
definitions excluding Scheduled Downtime.
Page 17 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-8
TBS AUTHORIZATION SYSTEM AVAILABILITY -MADISON
SERVICE DESCRIPTION: Maintain Host System Availability of the
on-line TBS Authorizations system Madison
environment during the Service Periods set
forth in this Chart C-8. An Authorized User
must be able to obtain current up-to-date
information from, files provided by
Applications through the Authorized Users
normal process. IBM shall provide to Certegy
reports detailing IBM's performance against
Performance Standards and Minimum Service
Levels on a monthly calendar period basis. IBM
shall, in coordination with ▇▇▇▇▇▇▇'s TBS
Authorizations System Support Group, provide
7 x 24 support for abend resolution.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
Sunday thru Saturday - 24 x 7 Availability
ENVIRONMENT DESCRIPTION: Historically TBS Authorizations System
Availability Performance Standard and Minimum
Service Level attainment has been reported by
individual regions and as a combined measure.
Outages are tracked by documenting the TBS
Authorizations System Unavailability, including
outage duration, cause code resolution and some
Authorized Users verification. The associated
on-line system tools shall be operational
during TBS Authorizations System Service
Periods. Any downtime (excluding Scheduled
Downtime) for more than ten (10) minutes
constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-2.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
The measurement is TBS Authorizations
A Service Credit is due if an outage occurrence System Availability in minutes and the
exceeds ten (10) minutes of Unavailability in any number of outage occurrences.
Measurement Period.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and extended Functionality
definitions excluding Scheduled Downtime.
Page 18 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-9
BASE 2000 AUTHORIZATION SYSTEM AVAILABILITY
SERVICE DESCRIPTION: Maintain Host System Availability of the
on-line Base 2000 Authorization system
environment during the Service Periods set
forth in this Chart C-9. An. Authorized User
must be able to obtain current up-to-date
information from files provided by Applications
through the Authorized Users normal process.
IBM shall provide to Certegy reports detailing
IBM's performance against Performance Standards
and Minimum Service Levels on a monthly
calendar period basis. IBM shall, in
coordination with Certegy's Base 2000
Authorizations System Support Group, provide
7 x 24 support for abend resolution.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
Sunday thru Saturday - 24 x 7 Availability
ENVIRONMENT DESCRIPTION: Historically Base2000 Authorizations System
Availability Performance Standard and Minimum
Service Level attainment has been reported by
individual regions and as a combined measure.
Outages are tracked by documenting the Base2000
Authorizations System Unavailability, including
outage duration, cause code resolution and some
Authorized Users verification. The associated
on-line system tools shall be operational
during Base2000 Authorizations System Service
Periods. Any downtime (excluding Scheduled
Downtime) for more than ten (10) minutes
constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-2.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will he implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
The measurement is Base 2000
A Service Credit is due if an outage occurrence Authorizations System Availability in
exceeds ten (10) minutes of Unavailability in any minutes and the number of outage
Measurement Period. occurrences.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and extended Functionality
definitions excluding Scheduled Downtime.
Page 19 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-10
TBS SERVICE LINK SYSTEM AVAILABILITY ST. PETERSBURG
SERVICE DESCRIPTION: Maintain Host System Availability of the TBS
Service Link Subsystem environment during the
Service Periods set forth in this Chart C-10.
An Authorized User must be able to obtain
current up-to-date information from files
provided by Applications through the Authorized
Users normal process. IBM shall provide to
Certegy reports detailing IBM's performance
against Performance Standards and Minimum
Service Levels on a monthly calendar period
basis. IBM shall, in coordination with TBS
Certegy's Service Link Subsystem Support Group,
provide 7 x 24 support for abend resolution.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
Sunday thru Saturday-24 x 7 Availability
ENVIRONMENT DESCRIPTION: Historically the TBS Service Link System
Availability Performance Standard and Minimum
Service Level attainment has been reported by
individual regions and as a combined measure.
Outages are tracked by documenting the TBS
Service Link System Unavailability, including
outage duration, cause code resolution and some
Authorized Users verification. The associated
on-line system tools shall be operational
during TBS Service Link System Service Periods.
Any downtime (excluding Scheduled Downtime) for
more than ten (10) minutes constitutes
Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
A Service Credit is due if an outage occurrence The measurement is The TBS Service Link
exceeds ten (10) minutes of Unavailability in any Subsystem Availability in minutes and
Measurement Period. the number of outage occurrences.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and extended Functionality
definitions excluding Scheduled Downtime.
Page 20 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-11
TBS SERVICE LINK SYSTEM AVAILABILITY MADISON
SERVICE DESCRIPTION: Maintain Host System Availability of the TBS
Service Link Subsystem environment during the
Service Periods set forth in this Chart C-11.
An Authorized User must be able to obtain
current up-to-date information from files
provided by Applications through the Authorized
Users normal process. IBM shall provide to
Certegy reports detailing IBM's performance
against Performance Standards and Minimum
Service Levels on a monthly calendar period
basis. IBM shall, in coordination with TBS
Certegy's Service Link Subsystem Support Group,
provide 7 x 24 support for abend resolution.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
Sunday thru Saturday - 24 x 7 Availability
ENVIRONMENT DESCRIPTION: Historically the TBS Service Link System
Availability Performance Standard and Minimum
Service Level attainment has been reported by
individual regions and as a combined measure.
Outages are tracked by documenting the TBS
Service Link System Unavailability, including
outage duration, cause code resolution and some
Authorized Users verification. The associated
on-line system tools shall be operational
during TBS Service Link System Service Periods.
Any downtime (excluding Scheduled Downtime) for
more than ten (10) minutes constitutes
Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
A Service Credit is due if an outage occurrence The measurement is The TBS Service Link
exceeds ten (10) minutes of Unavailability in any Subsystem Availability in minutes and
Measurement Period. the number of outage occurrences.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and extended Functionality
definitions excluding Scheduled Downtime.
Page 21 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-12
BASE 2000 SERVICE LINK SYSTEM AVAILABILITY
SERVICE DESCRIPTION: Maintain Host System Availability of the Base
2000 Service Link Subsystem environment during
the Service Periods set forth in this Chart
C-12. An Authorized User must be able to obtain
current up-to-date information from files
provided by Applications through the Authorized
Users normal process. IBM shall provide to
Certegy reports detailing IBM's performance
against Performance Standards and Minimum
Service Levels on a monthly calendar period
basis. IBM shall, in coordination with Base
2000 Certegy's Service Link Subsystem Support
Group, provide 7 x 24 support for abend
resolution.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
Sunday thru Saturday - 24 x 7 Availability
ENVIRONMENT DESCRIPTION: Historically the Base 2000 Service Link System
Availability Performance Standard and Minimum
Service Level attainment has been reported by
individual regions and as a combined measure.
Outages are tracked by documenting the Base
2000 Service Link System Unavailability,
including outage duration, cause code
resolution and some Authorized Users
verification. The associated on-line system
tools shall be operational during Base 2000
Service Link System Service Periods. Any
downtime (excluding Scheduled Downtime) for
more than ten (10) minutes constitutes
Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
A Service Credit is due if an outage occurrence The measurement is The Base 2000
exceeds ten (10) minutes of Unavailability in any Service Link Subsystem Availability in
Measurement Period. minutes and the number of outage
occurrences.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and extended Functionality
definitions excluding Scheduled Downtime.
Page 22 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-13
FALCON SYSTEM AVAILABILITY
SERVICE DESCRIPTION: Maintain Host System Availability of the Falcon
System environment during the Service Periods
set forth in this Chart C-13. An Authorized
User must be able to obtain current up-to-date
information from files provided by Applications
through the Authorized Users normal process.
IBM shall provide to Certegy reports detailing
IBM's performance against Performance Standards
and Minimum Service Levels on a monthly
calendar period basis. IBM shall, in
coordination with Certegy's Falcon System
Support Group, provide 7 x 24 support for abend
resolution.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
Sunday thru Saturday - 24 x 7 Availability
ENVIRONMENT DESCRIPTION: Historically the Falcon System Availability
Performance Standard and Minimum Service Level
attainment has been reported by individual
regions and as a combined measure. Outages are
tracked by documenting the Falcon System
Unavailability, including outage duration,
cause code resolution and some Authorized Users
verification. The associated on-line system
tools shall be operational during Falcon System
Service Periods. Any downtime {excluding
Scheduled Downtime) for more than ten (10)
minutes constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
The measurement is The Falcon System
A Service Credit is due if an outage occurrence Availability in minutes and the number
exceeds ten (10) minutes of Unavailability in any of outage occurrences.
Measurement Period.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and extended Functionality
definitions excluding Scheduled Downtime.
Page 23 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-14
P2CICSA REGION SYSTEM AVAILABILITY FOR SCORECARD, PASSTHRU AND LETTERCHECK
SERVICE DESCRIPTION: Maintain Host System Availability of the
P2CICSA Region that supports the
Scorecard, Pass Thru and Lettercheck
environments during the Service Periods set
forth in this Chart C-14. An Authorized User
must be able to obtain current up-to-date
information from files provided by Applications
through the Authorized Users normal process.
IBM shall provide to Certegy reports detailing
IBM's performance against Performance Standards
and Minimum Service Levels on a monthly
calendar period basis. IBM shall, in
coordination with Certegy's System Support
Group, provide 7 x 24 support for abend
resolution.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
ENVIRONMENT DESCRIPTION: Historically the P2CICSA Region Availability
Performance Standard and Minimum Service Level
attainment has been reported by individual
region Outages are tracked by documenting the
P2CICSA Region Unavailability, including outage
duration, cause code resolution and some
Authorized Users verification. The associated
on-line system tools shall be operational
during P2CICSA Region Service Periods. Any
downtime (excluding Scheduled Downtime) for
more than ten (10) minutes constitutes
Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
The measurement is P2CICSA Region
A Service Credit is due if an outage occurrence Availability in minutes and the number
exceeds ten (10) minutes of Unavailability in any of outage occurrences.
Measurement Period.
The target Performance Standard shall be one
hundred percent (100%) in accordance with Full
Functionality and extended Functionality
definitions excluding Scheduled Downtime.
Page 24 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-15
MERCHANT SYSTEM AVAILABILITY
SERVICE DESCRIPTION: Maintain Host System Availability of the
on-line Merchant system environment during the
Service Periods set forth in this Chart C-15.
An Authorized User must be able to obtain
current up-to-date information from files
provided by Applications through the Authorized
Users normal process. IBM shall provide to
Certegy reports detailing IBM's performance
against Performance Standards and Minimum
Service Levels on a monthly calendar period
basis. IBM shall, in coordination with
Certegy's Merchant System Support Group,
provide 7 x 24 support for abend resolution.
SERVICE PERIODS: The Service Period is considered to be all
times other than the Schedule Downtime.
Sunday thru Saturday - 24 x 7 Availability.
Measurement Period 0700 (EST) - 2000 (EST)
Sunday- Saturday.
ENVIRONMENT DESCRIPTION: Historically the Merchant System Availability
Performance Standard and Minimum Service Level
attainment has been reported by individual
regions and as a combined measure. Outages are
tracked by documenting the Merchant System
Unavailability, including outage duration,
cause code resolution and some Authorized Users
verification. The associated on-line system
tools shall be operational during Merchant
System Service Periods. Any downtime (excluding
Scheduled Downtime) for more than ten (10)
minutes constitutes Unavailability.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
A Service Credit is due if an outage occurrence The measurement is The Merchant System
exceeds ten (10) minutes of Unavailability in any Availability in minutes and the number
Measurement Period, of outage occurrences.
The target Performance Standard shall be one
hundred percent (100%) excluding Scheduled
Downtime,
Page 25 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-16
OUTBOUND CARDSOURCE FILES
SERVICE DESCRIPTION: Cardsource file transmissions transmitted back
to Authorized Users completed by 0600 (EST)
Monday through Saturday. IBM shall, in
coordination with Certegy's Cardsource System
Support Group, provide 7 X 24 support for abend
resolution. Further, IBM shall provide to
Certegy reports detailing IBM' performance
against Performance Standards and Minimum
Service Levels on a monthly calendar period.
SERVICE PERIODS: Transmissions out period - completed by 0600
(EST) Monday through Saturday.
ENVIRONMENT DESCRIPTION:
SERVICE CREDITS: Upon any breach of the CardSource MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of outages on a
monthly calendar basis as defined in the
Service Credit Table C-5. The Service Credit
amount is a percentage of the total Monthly
Charge.
REPORTS: IBM will provide reports on a monthly basis.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Availability to transmit files back MSL is for s transmits out to Authorized Users by The measurement will be Card-Source
to customers by IBM out by 0600 0600 (EST) 99% of the time identified in the System Availability by IBM to transmit
(EST) Monday through Saturday Service Periods. Cardsource files back to customers with
a completion time of 0600 (EST), Card-
Performance Standard shall be one hundred percent Source reporting identities completion
(100%) of the transmissions-out are completed of Availability for completion of
within the Service Periods. out-bound transmissions by 0600 (EST).
Page 26 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-17 PART 1
MONETARY SOLUTIONS
SERVICE DESCRIPTION: The following are Critical Processes and agreed
targets that must be met in order to meet other
requirements.
SERVICE PERIODS: The Service Period is considered to be all
times in EST other than the Schedule Downtime,
CRITICAL PROCESSES SCHEDULE The critical processes are listed in Part 2 of
OF DELIVERY Chart C-17. The critical processes for which
the Minimum Service Level is applicable are
those with a defined priority in Part 2 of
Chart C-17 having defined service delivery
targets and a defined days of the week for
which the MSL is applicable.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the fact that a Service Level was missed
based on the Priority 1 Levels as defined in
the Service Credit Table C-3. The Service
Credit amount is a percentage of the Monthly
Charge.
REPORTS: IBM will provide reports on a daily, monthly
and quarterly basis by exception.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
The service hours described in Chart If a Service Level is missed for non-delivery of Mainframe reporting can identify
C-17 Part 2 for the timely Critical Processes during the Measurement Period delivery completion times. Until such
completion of the Critical Processes then a Service Credit is due for those with a time that the reporting is automated
within the stated time frames. Priority of 1. for all Critical Processes, manual
tracking will be utilized.
The measurement is based on missing the
specific Service Level and the number
of occurrences the Service Level was
missed during a calendar month.
Page 27 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-17 PART 2
CRITICAL SYSTEM PROCESSES
MONETARY SOLUTIONS
DESCRIPTION SERVICE REQUIREMENT TARGET SERVICE LEVEL DAYS PER WEEK PRIORITY
------------------------ ------------------------- --------------------------- --------------- --------
1.0 Beginning of day Started by 6:00 AM EST 100% Monday - Sunday 1
processes. Jobs Sets dates for the daily
DP201011, cycle and clears daily
DP311111, totals. Builds data
DP311011, routing files.
NS200001,
NS200101,
NS200201
2.0 Incoming MasterCard Started by 11:00 AM 100% Monday - Sunday 1
and Visa process. EST for NS208001,
Jobs NS208001, NS258101, NS266001
NS258101, NS266001, 8:00 - 9:00 AM EST for
NS210001 NS210001
3.0 Early Distribution Started by 10:00 AM Monday - Friday 1
Job TE210001 EST
Must run before early
settlement runs
4.0 Final Closeout Started by 8:00 PM EST All remaining deposit Monday - Friday 1
job DP220014 Job currently feeds files processed for the day
processes to the TBS outside of the early
cardholder system. settlement files will be
processed here. Final
cutoff time for deliver to
make final closeout is
6:00 PM EST excluding
on line processes which
are shutdown at 7:00 PM
EST
5.0 Late Distribution Start by 8:00 PM EST Will contain all deposits Sunday - Friday 1
job TE210001 job feeds settlement data processed by distribution
to the late settlement that were not processed
process by the early distribution
run.
6.0 Outgoing MasterCard Outbound files 100% Sunday - Monday 1
and Visa transmissions transmitted to
Jobs DP230111, MasterCard and Visa
NS232001, NS274001, window by 4:00 AM
NS28700I, NS241001 EST
7.0 Set Process day for Started by 8:00 PM EST 100% Monday - Friday 1
merchant.
Jobs MR200001,
Page 28 of 43
DESCRIPTION SERVICE REQUIREMENT TARGET SERVICE LEVEL DAYS PER WEEK PRIORITY
------------------------ ------------------------- --------------------------- --------------- --------
MS200001
8.0.0 Merchant Batch Completed by 0400 100% Monday - Friday 1
processing complete
Monthly MS522001,
MR501001
Daily MS256101
9.0 Set processing date Started by 0600 AM EST 100% Monday - Friday 1
for Chargeback system
CB200001
10.0 Chargeback Started by 7:00 PM EST Creates outgoing Monday - Friday 1
Processing chargebacks and retrievals
Outgoing to send to MasterCard and
CB206001 Visa
Page 29 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-18 PART I
TBS AND BASE2000 ST. PETERSBURG AND MADISON
SERVICE DESCRIPTION: The following are Critical Processes for TBS
for St. Petersburg and Madison as well as
Base2000 and agreed targets that must be met in
order to meet other requirements.
SERVICE PERIODS: The Service Period is considered to be all
times in EST other than the Schedule Downtime.
CRITICAL PROCESSES SCHEDULE The critical processes are listed in Part 2, 3,
OF DELIVERY and 4 of Chart C-18. The critical processes for
which the Minimum Service Level is applicable
are those with a defined priority in Part 2, 3,
and 4 of Chart C-18 having defined service
delivery targets and a defined days of the week
for which the MSL is applicable.
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the fact that a Service Level was missed
based on the Priority 1 Levels as defined in
the Service Credit Table C-3.. Each Critical
Process is associated with both TBS and
Base2000. Therefore, there will be a separate
Critical Process SLA for TBS and a Critical
Process SLA for Base2000. Therefore, a Service
Credit could be due for both a TBS Critical
Process and a Base2000 Critical Process. The
Service Credit amount is a percentage of the
Monthly Charge.
REPORTS: IBM will provide reports on a daily, monthly
and quarterly basis by exception.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
The service hours described in Chart If a Service Level is missed for non-delivery of Mainframe reporting can identify
C-18 Part 2, 3, and 4 for the timely Priority 1 Critical Processes during the delivery completion times. Until such
completion of the Critical Processes Measurement Period then a Service Credit is due. time that the reporting is automated
within the stated time frames. for all Critical Processes, manual
tracking will be utilized.
The measurement is based on missing the
specific Service Level and the number
of occurrences the Service Level was
missed during a calendar month.
Page 30 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-18 PART 2
CRITICAL SYSTEM PROCESSES
ST. PETERSBURG AND MADISON (TBS, TCS AND B2K)
DAYS
DESCRIPTION SERVICE REQUIREMENT TARGET SERVICE LEVEL PER WEEK PRIORITY
------------------------------------- ------------------------ ------------------------- ----------- --------
1.0 Referesh of Authorization Completed by 0600 100% Monday- 1
Inquiry File (BAI) as part of EST Saturday
nightly batch processing excluding scheduled
File open, available, downtime
and current
2.0 Reports/Statement/Letters/Notices All updated report 99% - by 0700 EST Nights that 2
from nightly batch processing files available for run batch
available for online viewing viewing by 0700 EST 100%-by 1000 EST (Sunday-
and/or printing (except Friday)
Collections reports)
3.0 Embossing Files Available - Embossing Files sent 100% by 0700 EST Monday- 2
Daily, Priority, & Reissue to Card Issuance Saturday
Production Files Group by 0700 EST
4.0 Complete Poster in all Completed by 2400 100% Nights that 1
Segments EST run batch
(Sunday-
CP217000 thru CP217009 Friday)
CP217040 thru CP217043
5.0 IB Billing System Batch Billing Files must be 99% - by 0700 EST 6Nights 2
Completion updated with results that run
from previous night 100%-by 1100 EST batch
processing at month (Sunday-
end so that files can be Friday)
used by Accounting
for Integrated Billing
Functions
6.0 Online availability - screen Average 0.2 seconds 96% of user initiated 7 2
delay/response time (all online internal host response transactions
systems) time, not end to end
response time
7.0 Card Activation Subsystem Availability of Card 100% except for scheduled 7 1
(Bank-Card and Pass Thru) Activation to activate downtime
cardholder account
plastics along with
corresponding update
to TBS
8.0 Collection Letters - files All files complete and 98% - by 0800 EST Nights that 2
Page 31 of 43
DAYS
DESCRIPTION SERVICE REQUIREMENT TARGET SERVICE LEVEL PER WEEK PRIORITY
------------------------------------- ------------------------ ------------------------- ----------- --------
available for printing and mailing available to Production run batch
Services for printing 100% - by 1100 EST (Sunday-
and mailing functions by Friday)
0800 EST
9.0 Online Viewing of Collections All Collection report 98% - by 0800 EST 7 2
Reports flies available for
viewing in online 100% - by 1000 EST
environment by 0800 EST
10.0 Outgoing Collection Dialer Files will be available 99% - files will be 6 Nights 2
Files form Certegy to Clients for transmission to available for that run
clients by 0800 EST transmission to clients batch
by 0800 EST (Sunday-
Friday)
100% - files will be
available for transmission
to clients by 1100 EST
Page 32 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-18 PART 3
CRITICAL SYSTEM PROCESSES - PASS THRU
DAYS
DESCRIPTION SERVICE REQUIREMENT TARGET SERVICE LEVEL PER WEEK PRIORITY
------------------------------------- ------------------------ ------------------------- ----------- --------
1.0 Receive inbound PBF files and Daily between 0600 - Job runs under CA7 every 7 1
load to Authnet 2230 2 hours
2.0 Load early CTF outbound files Mon - Fri upon Completed by 16:00 EST 5 1
for Authorized Users processing completion
3.0 Load late CTF outbound files for Mon - Fri upon Completed by 22:00 EST 5 2
Authorized Users processing completion
4.0 Completion of nightly batch Daily Completed by 06:00 7 1
processing
5.0 Same day embossing completion Mon - Fri Completed by 15:00 5 2
Job PD25642
Page 33 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-19
ONLINE CLAIMS SYSTEM (P1CICSA) AVAILABILITY
SERVICE DESCRIPTION: Maintain Host System Availability of the
on-line Claims System environment during the
Service Periods set forth in this Chart C-19
Service Periods. An Authorized User must be
able to obtain current up-to-date information
from Files provided by Applications through the
Authorized Users normal process. IBM shall, in
coordination with CERTEGY's Claims System
Support Group, provide 7 X 24 support for abend
resolution. Further, IBM shall provide to
CERTEGY reports detailing IBM' performance
against Performance Standards and Minimum
Service Levels on a monthly calendar period.
SERVICE PERIODS: Sunday through Saturday - 19 hours per day
Availability (excludes Scheduled Downtime)
Measurement period - 0700 (EST) through 0200
(EST).
ENVIRONMENT DESCRIPTION: Historically, Claims System Availability
Performance Standard and Minimum Service Level
attainment has been reported by individual
regions and as a combined measure. Outages are
tracked by documenting the Claims System
Unavailability, including outage duration,
cause code resolution and some Authorized Users
verification. Availability is measured by
Actual Uptime and overall attainment of
Performance Standards and Minimum Service
Levels. The associated on-line systems tools
shall be operational during Claims System
Service Periods. Any downtime (excluding
Scheduled Downtime) of an interconnecting
region for more than ten (10) minutes or a
delay of more than ten (10) minutes constitutes
Unavailability.
SERVICE CREDITS: Upon any breach of the Claims System MSL,
CERTEGY will receive Service Credits that will
be based on the duration and frequency of
outages on a monthly calendar basis as defined
in the Service Credit Table C-1. The Service
Credit amount is a percentage of the total
Monthly Charge.
REPORTS: Daily outage by region (provided in morning
problem report) Monthly roll-up
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Sunday through Saturday-19 hours per MSL for an outage occurrence is ten (10) minutes or OPS MVS reporting identifies start/end
day (excludes Scheduled Downtime) less of cumulative Unavailability during the time of outage.
Measurement Period. If an outage occurrence (a)
exceeds ten (10) minutes of Unavailability in a
day.
Measurement Period of Availability: Performance Standard shall be one hundred percent The measurement is Claims System
0700 - 0200 (EST) Mon - Sun (100.00%) Availability excluding Scheduled Downtime Availability in minutes and the number
of outage occurrences.
Page 34 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-20
ONLINE ACCOUNTS RECEIVABLE SYSTEM (P4CICSA) AVAILABILITY
SERVICE DESCRIPTION: Maintain Host System Availability of the online
Accounts Receivable System environment during
the Service Periods set forth in this Chart
C-20 Service Periods. An Authorized User must
be able to obtain current up-to-date
information from Files provided by Applications
through the Authorized Users normal process.
IBM shall, in coordination with CERTEGY's
Accounts Receivable System Support Group,
provide 7 X 24 support for abend resolution.
Further, IBM shall provide to CERTEGY reports
detailing IBM' performance against Performance
Standards and Minimum Service Levels on a
monthly calendar period. Ensure each region
that comprises the Accounts Receivable System
is available for all regions during the Service
Period described below.
SERVICE PERIODS: Monday through Friday - 15 hours per day
Availability (excludes Scheduled Downtime)
Measurement period - 0700 (EST) through 2200
(EST)
Full Functionality period - 0700 to 2200 (EST)
ENVIRONMENT DESCRIPTION: Historically, Accounts Receivable System
Availability Performance Standard and Minimum
Service Level attainment has been reported by
individual regions and as a combined measure.
Outages are tracked by documenting the Accounts
Receivable System Unavailability, including
outage duration, cause code resolution and some
Authorized Users verification. Availability is
measured by Actual Uptime and overall
attainment of Performance Standards and Minimum
Service Levels. The associated on-line systems
tools shall be operational during Accounts
Receivable System Service Periods. Any downtime
(excluding Scheduled Downtime) of an
interconnecting region for more than ten (10)
minutes or a delay of more than ten (10)
minutes in being available by 0700 (EST)
constitutes Unavailability.
SERVICE CREDITS: Upon any breach of the Accounts Receivable
System MSL, CERTEGY will receive Service
Credits that will be based on the duration and
frequency of outages on a monthly calendar
basis as defined in the Service Credit Table
C-1. The Service Credit amount is a percentage
of the total Monthly Charge.
REPORTS: Daily outage by region (provided in morning
problem report) Monthly roll-up
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Monday through Friday - 15 hours per MSL for an outage occurrence is ten (10) minutes or OPS MVS reporting identifies start/end
day (excludes Scheduled Downtime) less of cumulative Unavailability during the time of outage.
Measurement Period. If an outage occurrence (a)
exceeds ten (10) minutes of Unavailability in a
day.
Measurement Period of Availability: Performance Standard shall be one hundred percent The measurement is Accounts Receivable
0700 - 2200 (EST) Mon - Fri (100.00%) Availability excluding Scheduled Downtime System Availability in minutes and the
number of outage occurrences.
Page 35 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-21
ONLINE DIFS SYSTEM (P8CICSA) AVAILABILITY
SERVICE DESCRIPTION: Maintain Host System Availability of the online
DIFS System environment during the Service
Periods set forth in this Chart C-21 Service
Periods. An Authorized User must be able to
obtain current up-to-date information from
Files provided by Applications through the
Authorized Users normal process. This includes
access to P8CICSA to obtain DIFS information.
IBM shall, in coordination with CERTEGY's DIFS
System Support Group, provide 7 X 24 support
for abend resolution. Further, IBM shall
provide to CERTEGY reports detailing IBM'
performance against Performance Standards and
Minimum Service Levels on a monthly calendar
period. Ensure each region that comprises the
DIFS System is available during the Service
Period described below.
SERVICE PERIODS: Sunday through Saturday - 24 hours per day
Availability (excludes Scheduled Downtime)
Measurement period - 24 by 7.
ENVIRONMENT DESCRIPTION: Historically, DIFS System Availability
Performance Standard and Minimum Service Level
attainment has been reported by individual
regions and as a combined measure. Outages are
tracked by documenting the DIFSs System
Unavailability, including outage duration,
cause code resolution and some Authorized Users
verification. Availability is measured by
Actual Uptime and overall attainment of
Performance Standards and Minimum Service
Levels. The associated on-line systems tools
shall be operational during DIFS System Service
Periods. Any downtime (excluding Scheduled
Downtime) of an interconnecting region for more
than ten (10) minutes or a delay of more than
ten (10) minutes in being availability by 0700
(EST) constitutes Unavailability.
SERVICE CREDITS: Upon any breach of the DIFS System MSL, CERTEGY
will receive Service Credits that will be based
on the duration and frequency of outages on a
monthly calendar basis as defined in the
Service Credit Table C-1. The Service Credit
amount is a flat amount or a percentage of the
total Monthly Charge.
REPORTS: Daily outage by region (provided in morning
problem report) Monthly roll-up
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Sunday through Saturday-24 hours per MSL for an outage occurrence is ten (10) minutes or OPS MVS reporting identifies start/end
day (excludes Scheduled Downtime) less of cumulative Unavailability during the time of outage.
Measurement Period. If an outage occurrence (a)
Measurement Period of Availability: exceeds ten (10) minutes of Unavailability in a The measurement is DIFS System
0700 - 0700 (EST) Mon - Sun day. Availability in minutes and the number
of outage occurrences.
Performance Standard shall be one hundred percent
(100.00%) Availability excluding Scheduled Downtime
Page 36 of 43
CHART C-22
CERTEGY CHECK SOLUTIONS (CCS) CRITICAL PROCESS COMPLETION SCHEDULE
SERVICE DESCRIPTION: The following are processes that generate
output whether print files, data files etc.
which have critical schedules which must be met
in order to meet other requirements. IBM needs
to meet these schedules and provide 7 X 24
support for abend resolution coordinating with
the Critical Processes Support, Further, IBM
shall provide to CERTEGY reports detailing IBM'
performance against Performance Standards and
Minimum Service Levels on a monthly calendar
period.
SERVICE PERIODS: The Service Period and Measurement Period is
Sunday through Saturday 24-hours a day
excluding mutually agreed upon scheduled
down-time
CRITICAL PROCESSES SCHEDULE CRITICAL PROCESSES COMPLETION SCHEDULE (EST)
OF DELIVERY ---------------------------------------- -------------------------
Positive File Update 06:00
Negative Center 1 06:00
Negative Center 2 06:00
Reports available for online viewing 07:00
Reports printed and microfiche available 07:00
Claims update 06:00
DIFS update 06:00
Pathway update 06:00
ILF log collect 03:00
ILF online update 07:00
SERVICE CREDITS: Upon any breach of any of the CCS Critical
Processes MSL, CERTEGY will receive Service
Credits that will be based on the duration and
frequency of outages on a monthly calendar
basis as defined in the Service Credit Table
C-3 as all the above Critical Processes are
defined as Priority 1. The Service Credit
amount is a percentage of the total Monthly
Charge.
REPORTS: IBM will provide reports on a daily,
monthly and quarterly basis.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
The hours described above for the MSL for an outage occurrence is sixty (60) minutes OPS MVS reporting can identify delivery
timely completion of the Critical or less of cumulative delivery delay per process completion times. Until such time that
Processes within the stated time during a day, delays are decremented by application the reporting is automated for all
frames. support responses to calls and pages - if a Critical Processes, manual tracking
delivery delay exceeds sixty (60) minutes of non will be utilized.
delivery of Critical Processes during the
Measurement Period, then a Service Credit is due.
Performance Standard shall be delivery one hundred
percent (100%) of the time on-time excluding
Scheduled Downtime.
Page 37 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C- 23
MQ SERIES AVAILABILITY
SERVICE DESCRIPTION: Maintain Host System Availability of the MQ
Series environment during the Service Periods
set forth in this Chart C-23. An Authorized
User must be able to obtain current up-to-date
information from files provided by Applications
through, the Authorized Users normal process.
IBM shall provide to Certegy reports detailing
IBM's performance against Performance Standards
and Minimum Service Levels on a monthly
calendar period basis. IBM shall, in
coordination with Certegy's MQ Series Support
Group, provide 7 x 24 support for abend
resolution.
SERVICE PERIODS: The Service Period and Measurement Period are
considered to be all times other than the
Schedule Downtime.
Sunday thru Saturday - 24 x 7 Availability.
ENVIRONMENT DESCRIPTION: Historically the MQ Series Availability
Performance Standard and Minimum Service Level
attainment has been reported by individual
regions and as a combined measure. Outages are
tracked by documenting the MQ Series System
Unavailability, including outage duration,
cause code resolution and some Authorized Users
verification. The associated on-line system
tools shall be operational during the MQ Series
System Service Periods. Any downtime (excluding
Scheduled Downtime) for more than ten (10)
minutes constitutes Unavailability
SERVICE CREDITS: Should IBM fail to meet the agreed MSL, Certegy
will receive Service Credits that will be based
on the duration and frequency of individual
outages on a monthly calendar basis as defined
in the Service Credit Table C-1.
REPORTS: Daily by exception and weekly outage reports.
IMPLEMENTATION CRITERIA: The Performance Standards and Minimum Service
Levels will be implemented and effective as of
the Commencement Date subject to Section 6 of
this Schedule S.
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL (MSL) MEASUREMENT METHOD
------------------------------------ --------------------------------------------------- ---------------------------------------
Systems to be available at all times MSL for an outage occurrence is ten (10) minutes or Standard IBM reporting tools will
excluding Scheduled Downtime. less Unavailability per event within the identify start/end time of outage.
Measurement Period.
The measurement is the MQ Series System
A Service Credit is due if an outage occurrence Availability in minutes and the number
exceeds ten (10) minutes of Unavailability in any of outage occurrences.
Measurement Period
The target Performance Standard shall be one
hundred percent (100%) excluding Scheduled
Downtime.
Page 38 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-24
HELP DESK SERVICES
SERVICE DESCRIPTION: The Help Desk service provides technical
assistance and is the 1st contact point for
internal and external customers. IBM will staff
the Help Desk to provide assistance and resolve
1st and 2nd level support items and direct to
appropriate next level support staff. Further,
IBM will provide to Certegy reports detailing
Vendor's performance against Performance
Standards and Minimum Service Levels on a
monthly calendar period.
SERVICE PERIODS: Monday through Sunday - 24 hours per day
Availability 7 days per week
SERVICE ENVIRONMENT:
SERVICE CREDITS: Service Credits for Help Desk services are
noted below if applicable.
REPORTS: IBM will provide reports on a daily, monthly
and quarterly basis.
MINIMUM
SERVICE SERVICE
DESCRIPTION LEVELS SERVICE GOAL DESCRIPTION SERVICE CREDIT
------------------------------------------------------------------------------------------------------------------------------------
Average Speed 95% of the time. Help desk calls will be answered by a Vendor
Answered representative within an average of one minute.
Performance will be measured monthly.
Average Wait Time 95% of the time The average wait time for calls coming into the help desk
will not exceed three (3) minutes.
Average Time to 95% of the time The average time for an end user to wait before hanging up
Abandon while waiting for the help desk to respond to the call is
less than or equal to two (2 minutes)
Level 1 Resolution 95% of the time. Help Desk will provide Level 1 resolution to end users
problems within average call time of 3 minutes.
Average Call Abandon Less than 8%. Percentage of calls in which the End user hung up without
Rate an answer, excluding those abandoned by end user in less
than thirty (30) seconds.
Customer 10% of users. Help Desk users contacted each quarter to determine end
Satisfaction Surveys user satisfaction with the Services received.
Average Call Time (3 Minutes Vendor call handling time is not to exceed 3 minutes
Customer 90% of Surveyed End users that rate overall Service support as 4 or 5 on a
Satisfaction Results end users. scale of 1-5 with 5 being excellent.
Page 39 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-25
DESKTOP SERVICES
SERVICE DESCRIPTION: The Desktop staff provides assistance to end
users with Break/Fix of PCs, assistance with
workstation software, IMACs, asset management
and other services applicable to Madison and
St. Petersburg only. IBM needs to staff the
desktop unit to continue to provide these
services. Further, IBM shall provide to Certegy
reports detailing Vendor's performance against
Performance Standards and Minimum Service
Levels on a monthly calendar period.
SERVICE PERIODS: Monday through Sunday - 24 hours per day
Availability
On-site Desktop Staff - 0700 to 1900 (EST) Mon
through Fri
On-call for all times other than on-site time.
SERVICE ENVIRONMENT
SERVICE CREDITS: The desktop services will be measured based on
the response time and resolution time of
problem situations and timing of installations.
Severity Level definitions will be mutually
agreed to and documented in the Procedures
Manual.
DESKTOP RESPONSETIME
Severity 1 10 min. 95%
Severity 2 2 hrs. 99%
Severity 3 4 hrs. 99%
Severity 4 8 hrs. 99%
RESOLUTION TIME
Severity 1 2 hrs. 95%
Severity 2 4 hrs. 99%
Severity 3 8 hrs. 96%
And within 24 hrs. 100%
Severity 4 24 hrs. 90%
And within 5 days 100%
INSTALLATIONS COMPLETED
Standard Five Business
Days following
request 98%
Specials/Emergency Within 24 hours
IMACs Responsiveness 95% of the time. Non scheduled individual moves
performed within five (5) business days
following request, subject to environmental
requirements and during Normal Service Hours.
REPORTS: Vendor will provide reports on a daily and
monthly basis.
IMPLEMENTATION CRITERIA:
PERFORMANCE STANDARD AND
SERVICE CRITERIA MINIMUM SERVICE LEVEL MEASUREMENT METHOD
--------------------------- ------------------------- -------------------
Page 40 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
CHART C-26
CERTEGY DEVELOPMENT ENVIRONMENTS
SERVICE DESCRIPTION: Maintain Host System Availability of the
Certegy development environments during the
Service Periods set forth in this Chart C-26
Service Periods.
SERVICE PERIODS: Monday through Friday - 13 hours a day
excluding mutually agreed upon scheduled
down-time
Measurement period - 0700 (EST) through 2000
(EST).
CRITICAL SERVICES SERVICE PERIOD DAYS PER WEEK DELIVERABLES
----------------- ------------------ ------------- -------------------------------------------------------
Initiators 0600 - 2000 (EST) 5 - Mon - Fri 1 Class 0 (TEL2)
2 Class 1 (TEL2)
Extended hours 2 Class 5 (TEL2)
may be needed for 2 Class A (TEL2)
problem resolution 2 Class C (TEL2)
and special batch 2 Class T (TEL1)
processing. Number and type of initiators can be varied to help
provide improved throughput.
TPX / ISPF 0600 - 2000 {EST) 5 - Mon - Fri TEL2
Access to TPX / ISPF may be required after hours for
problem resolution.
Tape Cartridges 0600 - 2000 (EST) 5 - Mon - Fri Sufficient supply of scratch tapes, for both internal
storage and for tapes sent to external customers.
CCF PIC's 0900-1700 (EST) 1 - Tues Normal PIC's process is done on Tuesday with final
approval as of the previous Friday with Thursday as a
fall back day. Break/Fix PIC's will be done on request
on any day.
Special Run 0600 - 2000 (EST) 5 - Mon - Fri Process run request on a timely basis or at the time
Request requested.
Test CICS Regions 0600 - 2000 (EST) 5 - Mon - Fri Test regions Up or Down on request with in 30 minutes
of request.
Test CICS Table 0600 - 2000 (EST) 5 - Mon - Fri Additions or changes to CICS tables. With 24 hour
Modifications turnaround and notification of completion.
Page 41 of 43
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
SERVICE CREDIT TABLE C-1
DAILY OUTAGES DURING SERVICE CREDIT SERVICE CREDIT
MEASUREMENT PERIOD PER 1-3 OCCURRENCES 4 OR MORE OCCURRENCES
------------------------------- ---------------------------- ------------------------
Each Additional 30 Min. 2.0% of the Monthly Charge One and a half times the
1 to 3 occurrence amount
> 150 Min. to 180 Min. 6.0% of the Monthly Charge One and a half times the
1 to 3 occurrence amount
> 120 Min. to 150 Min. 3.0% of the Monthly One and a half times the
1 to 3 occurrence amount
> 90 Min. to 120 Min. 2.0% of the Monthly Charge One and a half times the
1 to 3 occurrence amount
> 60 Min. to 90 Min. 1.75% of the Monthly Charge One and a half times the
1 to 3 occurrence amount
> 30 Min. to 60 Min. 0.75% of the Monthly Charge One and a half times the
1 to 3 occurrence amount
> 10 to 30 Min. 0.5% of the Monthly Charge One and a half times the
1 to 3 occurrence amount
0 to 10 Min (MSL) 0
Occurrences in a calendar month 1 to 3 - per each occurrence 4 & above- per each
occurrence
EXHIBIT C-1
PERFORMANCE STANDARDS AND MINIMUM SERVICE LEVELS
SERVICE CREDIT TABLE C-2
DAILY OUTAGES DURING SERVICE CREDITS PER SERVICE CREDITS
MEASUREMENT PERIOD 1-3 OCCURRENCES PER 4+ OCCURRENCES
------------------------------- ----------------------------- ------------------------
Each additional 30 0.5% of the Monthly Charge - One and a half times the
1 to 3 occurrence amount
> 30-60 2.5% of the Monthly Charge - One and a half times the
1 to 3 occurrence amount
> 20-30 1.75% of the Monthly Charge - One and a half times the
1 to 3 occurrence amount
> 10 to 20 0.5% of the Monthly Charge - One and a half times the
1 to 3 occurrence amount
< 10 minutes (MSL) 0
Occurrences in a calendar month 1 to 3 - per each occurrence 4 & above- per each
occurrence
Page 42 of 43
SERVICE CREDIT TABLE C-3
PRIORITY 1-CRITICAL PROCESSES
SERVICE CREDIT
DAILY CUMULATIVE SERVICE CREDIT 4 OR MORE
MINUTES OF OUTAGE 1-3 OCCURRENCES OCCURRENCES
----------------- ---------------- ------------------
Each Additional .125% of Monthly One and a half
hour or fraction Charges (per times the 1-3
thereof process) occurrence amount
121 Min. to 180 .125% of Monthly One and a half
Min. over MSL Charges (per times the 1-3
process) occurrence amount
61 Min. to 120 .1% of Monthly One and a half
Min. over MSL Charges (per times the 1-3
process) occurrence amount
1 to 60 Min. over .075% of Monthly One and a half
MSL Charges (per times the 1-3
process) occurrence amount
Occurrences in a 1-3 per each 4 or more-per each
calendar month occurrence occurrence
SERVICE CREDIT TABLE C-5
CARDSOURCE SYSTEM - FILES READY TO TRANSMIT OUT BY 0800 (EST)
< 50% .15% of total .2% of total
Monthly Charges Monthly Charges
greater than or equal to 50% but < 80% .1 % of total .15% of total
Monthly Charges Monthly Charges
greater than or equal to 80% but < 90% .05% of total .1% of total
Monthly Charges Monthly Charges
greater than or equal to 90% but < 95% .025% of total .05% of total
Monthly Charges Monthly Charges
MSL greater than or equal to 95% 0 0
Occurrences in a calendar month 1 - 3 occurrences 4 or more
per each occurrences per
occurrence each occurrence
Page 43 of 43
SCHEDULE T OF
TRANSACTION DOCUMENT #03-01
MAINFRAME TOWER
(UNITED STATES)
CERTEGY PROVIDED OFFICE FURNISHING AND FACILITIES
Certegy shall provide the following Facilities to IBM for use solely in the
performance of the Services in accordance of Section 4.7 of this Transaction
Document.
1. The Facilities to be provided to IBM shall be substantially similar to
those facilities provided by Certegy to its staff.
2. Offices shall be provided for IBM management staff as indicated in
Table 1 below, and shall include a secure office with key lock access.
3. Cubicles shall be provided for non-management staff as indicated in
Table 2 below, and shall include desks with lock and key.
4. The office environment is to be secure or to provide secure storage,
at a level that a key or security pass is required for access.
5. The office environment is to be accessible on a seven (7) day a week
twenty-four (24) hour a day basis as required to meet the Service
requirements of Certegy.
6. If IBM elects to add staff from time to time in addition to the
equivalent number of staff in Table 1 and 2 to this Schedule, any cost
associated with acquiring/installing cubicles or office furnishings,
wiring, telephone, chairs, copiers or fax machines will be the
responsibility of IBM and will be dependent on space availability and
prior written approval of Certegy.
Table 1: Office accommodation to be provided to IBM by Certegy for IBM
Management at the St. Petersburg, Florida location.
POSITION OFFICE DESK PHONE LAN ACCESS
--------------------- ------ ---- ----- ----------
1 x Project Executive Y Y Y Y
1 x Deputy Project
Executive Y Y Y Y
1 x Delivery Project
Executive Y Y Y Y
Schedule T March 14, 2003 Page 1 of 2
CERTEGY/IBM CONFIDENTIAL
Table 2: Cubicle accommodation to be provided to IBM by Certegy for IBM general
staff
NUMBER OF LAN
NUMBER OF STAFF POSITIONS CUBICLES DESKS PHONES ACCESS PORTS
------------------------- -------- ----- ------ -------------
St. Petersburg, Florida 13 13 13 13
Madison, Wisconsin 2 2 2 2
Salt Lake City , Utah 2 2 2 2
Alpharetta, Georgia 1 1 1 1
Tuscaloosa, Alabama 1 1 1 1
Page 2 of 2
SCHEDULE U
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
BILL OF SALE
IBM BILL OF SALE
INTERNATIONAL BUSINESS MACHINES CORPORATION, having offices at ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Seller"), for consideration of one dollar ($1.00) the
receipt of which is hereby acknowledged, paid by __________________________, a
corporation having a place of business at _______________________,
____________,________________ ___________ ("Purchaser"), by this Bill of
Sale does sell, transfer, grant and convey to Purchaser, its successors and
assigns, all of Seller's right, title and interest in and to the equipment,
goods and other assets (all of the foregoing being hereinafter collectively
referred to as the "Property"), made and effective as of _____________ ___,
200_. Seller warrants that it has clear title to the Property free of any liens
and encumbrances.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ has duly executed this Bill of Sale as of
the __________ day of ____________, 20__.
INTERNATIONAL BUSINESS MACHINES CORPORATION
By
----------------------------------
Authorized Signature
-------------------------------------
Name (Type or Print) Date
Schedule U March 14, 2003 Page 1 of 2
CERTEGY/IBM CONFIDENTIAL
CERTEGY BILL OF SALE
Certegy Inc., a corporation having a place of business at
________________________________________, _____________,
_____________________("Seller"), for consideration
of_____________________________________________($___________) the receipt of
which is hereby acknowledged, paid by a division of International Business
Machines Corporation, having its headquarters at ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ("Purchaser"), by this Bill of Sale does sell, transfer, grant and convey
to Purchaser, its successors and assigns, all of Seller's right, title and
interest in and to the equipment, goods and other assets (all of the foregoing
being hereinafter collectively referred to as the "Property"), made and
effective as of _____________________, 200_. Seller warrants that it has clear
title to the Property free of any liens and encumbrances.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ has duly executed this Bill of Sale as of the
___________ day of _____________, 20_.
CERTEGY INC.
By
-------------------------------
Authorized Signature
----------------------------------
Name (Type or Print) Date
Page 2 of 2
SCHEDULE V OF
TRANSACTION DOCUMENT #03-01
(UNITED STATES)
MAINFRAME TOWER
KEY POSITIONS
This Schedule lists the Key Positions pursuant to the Master Agreement and this
Transaction Document. The list of Key Positions will be updated as agreed
through the term of this Transaction Document.
STAFF POSITION NAME
-------------- --------------
Global Project Executive ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Project Executive TBD
Deputy Project Executive ▇▇▇ ▇▇▇▇▇▇▇
Delivery Project Executive TBD
Schedule V March 14, 2003 Page 1 of 1
CERTEGY/IBM CONFIDENTIAL