1
EXHIBIT 10.33
*** CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.
AMMENDMENT TWO TO THE SUPPORT SERVICES AGREEMENT
THIS AMENDMENT (the "Amendment"), dated as of August 1, 1997, is
between Epson America, Inc. ("Epson") and Microdyne Corporation ("Microdyne").
This Amendment amends the Support Services Agreement which commenced effective
April 1, 1996 (as amended by the Amendment One to the Support Services Agreement
of January 20, 1997, the "Original Agreement").
Recitals
A. Under the Original Agreement, Microdyne has established the ▇▇▇▇▇▇ Call
Center, an off-site telephone support facility that handles excess Epson call
load which Microdyne is unable to handle at Epson's site.
B. Because of Epson's continuing, heavy call load, Microdyne intends to
establish a new, larger off-site call center (the "New Center") and to move the
▇▇▇▇▇▇ Call Center into the New Center.
C. The parties wish to enter into an agreement establishing the terms of
Microdyne's expanded off-site call support for Epson, and providing for the
phase-in of that expanded support.
NOW, THEREFORE, the parties agree as follows:
Agreement
1. Outsourced Telephone Technical Support. Under the terms of this
Amendment, and in accordance with Microdyne's March 18, 1997 response
(the "RFP Response") to Epson's RFP of February 17, 1997 (the "RFP"),
Microdyne will provide outsourced telephone technical support service
to Epson end users and other Epson customers as may be designated by
Epson. The services will be phased in over two phases.
1.1 In Phase 1, Microdyne will expand the ▇▇▇▇▇▇ Call Center in
order to handle increased call load from Epson. Phase 1 will
commence on August 1, 1997 and continue until the start of
Phase 2. As provided in Section 5 of this amendment, Epson
will compensate Microdyne
*** from the start of Phase 1.
1.2 In Phase 2, Microdyne will establish the New Center, and move
the personnel and equipment from the ▇▇▇▇▇▇ Call Center to the
New Center. The commencement date for Phase 2 is September 2,
1997.
Except as specifically stated otherwise in this Amendment, all the
terms and conditions of this Amendment apply from August 1, 1997,
across both phases.
2. Level of Support. Microdyne will supply Level One telephone support.
In the future, Epson may wish to move to Microdyne's Level One/Level
Two support. In that case, the parties will negotiate mutually
satisfactory terms of the support, including billing rate, billing
method and management metrics. Until terms are negotiated, the terms
in this agreement will continue as provided in this agreement.
3. Hours. Support will be provided from 6:00 AM to 8:00 PM, Pacific Time, Monday
through Friday, and from 7:00 AM to 4:00 PM, Pacific Time, Saturday and Sunday.
Epson may increase or decrease the hours of coverage over time. Epson will
provide Microdyne with a written 14 day notice for changes in operating hours.
Microdyne will not be required to provide support on holidays designated by
Epson. For the remainder of 1997, the holidays are: Labor Day, Thanksgiving Day,
Christmas Day and December 26. Holidays for subsequent years shall be
communicated to Microdyne by January 10 of each calendar year. The first holiday
in 1998 will be New Year's Day.
2
4. Dedicated Personnel. Microdyne will provide adequate personnel to service the
Epson business. Each representative who handles Epson business shall handle only
Epson business. Each representative will speak English as his/her primary
language. As stated in the RFP Response (Part B, Section Relevant Experience,
Question 6), "If we have a service objective, once we reach that threshold, we
will continue to focus the efforts of our 'Epson dedicated' staff to further
improve the service level (and not balance their time in order to achieve some
other customer's minimum target)."
5. Cost. As detailed in Exhibit G (Pricing Table Worksheet) of the RFP Response,
the only cost to Epson for Microdyne's off-site services will be a fixed price
per agent connection minute (talk time). Microdyne billing to Epson will be
based on queue-time service level. The queue-time service level Epson has
selected ***. Epson will compensate Microdyne for the cost per talk minute for
this Level One service ***. This rate shall be effective from August 1, 1997.
6. Minimum Level of Calls. Epson will refer *** calls per month to Microdyne at
the New Center. There will be a ramp up period where calls will be offered to
match agent resources. It is anticipated that the New Center will be staffed to
handle the *** calls per month volume by November 1, 1997.
7. Microdyne's-Costs. Microdyne will provide the facilities, telephone and data
links to connect its facility to the Epson Connection at Epson's Madrona
facility, equipment and staff sufficient to provide high quality technical
support to Epson's customers, while meeting or exceeding the performance metrics
specified herein. Microdyne will be solely responsible for all facility leasing
costs, furniture, costs for telephone, network and computing equipment, software
applications and associated licenses, the cost of T-l and data lines, all
salaries, and all general administrative expenses required to operate the
Microdyne off-site telephone support call centers. Epson will pay for the
inbound per minute usage fees for Epson's toll free telephone numbers.
8. Casepoint-System. Microdyne will totally integrate the Epson CBR2 Casepoint
knowledge-base system and software at the New Center. Microdyne personnel will
continue to participate in the Casepoint database development.
9. Reporting in General
9.1 Microdyne will provide a greatly expanded reporting platform with the
New Center. Also, reports will be available from several additional
systems, including the VRU and Auto Quality/P&Q Review. Microdyne
will not charge Epson for any additional reporting.
9.2 Microdyne will provide Epson with access to the Rockwell InfoServer,
an information gateway platform. The InfoServer has the ability to
gather data from various systems and generate integrated reporting.
Per the RFP Response (Part B, Page 3), depending on the integration
limitations of the existing NEC ACD, Microdyne will actively explore
the feasibility of utilizing the InfoServer to generate combined
reports from the Epson systems and the Rockwell/VoiceTek platforms.
If the NEC ACD platforms are open and the traffic data is available
to the InfoServer, Microdyne will work closely with Epson to design
the report package.
10. Measurement, Confirmation and Reporting of Customer Satisfaction.
10.1 In response to Epson's request that Microdyne (a) monitor customer
satisfaction, (b) maintain Epson's currently high level of customer
satisfaction and (c) take corrective actions at the individual and
program level when customer satisfaction levels do not meet Epson
targets, Microdyne will implement a program to measure, confirm and
report customer satisfaction. Reports will be made in a manner and
frequency acceptable to Epson. This program will begin no later than
60 days after execution of this Amendment. Rather than create a
separate and new measurement program, Epson suggests that Microdyne
coordinate efforts with the existing Service 800, Inc. program.
10.2 Microdyne will review its current monitoring program, and the
Connection Stentor monitoring program (currently functioning in
Canada), and make a recommendation to Epson regarding the future of
the Microdyne monitoring program. This recommendation
3
will be made within 60 days of execution of this Amendment.
10.3 Results of Microdyne's internal agent monitoring and quality program
will be presented to Epson as follows:
Weekly during the first four weeks after implementation of Phase I
and Phase 2.
Weekly for three weeks after each new hire and new product training
session.
Quarterly.
10.4 Microdyne will track and report to Epson the number of hours of
training each dedicated representative receives. Microdyne will also
specify the skills required of a technician to effectively and
efficiently provide support to Epson end users. Microdyne will report
to Epson the percentage of agents not meeting these requirements on a
monthly basis.
10.5 Microdyne will provide Epson with employee turnover data. For support
representatives and management (up to but excluding the call center
site manager) this data will be tracked monthly, measured on an
annualized basis, and presented to Epson monthly.
10.6 Epson will provide product, procedure and Epson system training to
Microdyne trainers. This train-the-trainer program will cover the
ink-jet product family for the initial Phase 2
start-up. As new Epson products are released, Epson will provide
product training to the Microdyne trainers. Epson will also provide
one of each product for training and subsequent technical support.
11. Disaster Plan. As described in the RFP Response (Part A, Section 4.2.2),
Microdyne will present its multi-level disaster plan to Epson within 30 days
of Phase 2 implementation.
12. Standards.
12.1. In light of Epson's decision to work more closely with
Microdyne, and its commitment to greatly increase Microdyne's call
center business, it is Epson's desire that Microdyne pursue and
obtain COPC-2000 Certification for its existing and New Center
operations. Epson understands this certification process is
currently under evaluation by Microdyne, and that Microdyne may
elect to not follow through with the COPC certification.
Nevertheless, Microdyne acknowledges that Epson will look to the
COPC standards as one measure of Microdyne's performance, whether
Microdyne pursues certification or not.
12.2 Maintaining high levels of customer satisfaction requires Epson
to carefully manage Microdyne. Epson's goal is to achieve superior
customer satisfaction results. These results are produced by
Microdyne people and processes. Epson management of Microdyne will
focus on these four key areas:
Performance Measurement, Processes, People, and Planning and
Leadership.
These areas were thoroughly addressed in the RFP. The commitments in
the RFP Response in these areas will become part of the measurement
criteria used to continually monitor and evaluate Microdyne's
performance. Microdyne data presented to Epson relative to each area
must be accurate, objective and valid. The data must be gathered at
an appropriate frequency. This data must be used by Microdyne to
make decisions, take action and produce results. This will help
ensure that Microdyne delivers superior customer service and
improved operational performance.
13. Call Monitoring. As part of the on-going quality process, Epson will be
provided with the capability of remotely and silently monitoring telephone
calls. This monitoring will be conducted randomly and weekly. This spot checking
is not intended to replace Microdyne's internal agent monitoring programs.
Microdyne shall maintain the procedures required by Epson from time to time
(including consents signed by Microdyne representatives and recorded notices to
end user callers) for enabling this call monitoring.
4
14. Performance Metrics. Microdyne will measure and report the following
metrics at the intervals listed. These metrics and objectives will be
reviewed quarterly and adjustments can be made with joint approval from
Epson and Microdyne.
14.1 Talk Time. Microdyne will measure Talk Time and strive to achieve
and maintain the lowest possible talk time for Level One Inkjet and
MAC calls, while balancing call quality, customer satisfaction and
talk time. The following are talk time objectives for this Level
One support. It is assumed Microdyne will require a two month ramp
up period prior to achieving these targets:
Average monthly Inkjet talk time of (***).
Average monthly MAC talk time of (***).
14.2 Abandonment Rate. Microdyne will measure the Abandonment Rate.
The total abandonment rate is defined as the total number of calls
dropped after being seized by the Microdyne ACD divided by the Total
number of calls seized by the Microdyne ACD. This number will be
reported as a percentage.
Abandoned calls shall not exceed 10% of the total number of inbound
calls seized by the Microdyne ACD in any given hour of operation.
Abandoned calls shall not exceed 8% of the total number of inbound
calls seized by the Microdyne ACD on any given day of operation.
Abandoned calls shall not exceed 7% of the total number of inbound
calls seized by the Microdyne ACD in any calendar month.
Microdyne will also provide a monthly pareto analysis of the various
points the calls abandon. This would be prior to menu selection,
during menu selection, after menu selection, during the queue, after
call is presented to agent.
14.3 Busy Calls. Microdyne will provide a measurement of Percent of
Calls Busy using an All Trunks Busy Measurement and a Blocked Call
measurement.
The All Trunks Busy measurement will be Total Time, in seconds, the
Trunks are busy during business hours divided by the Total Time, in
seconds, during the business day. This will be measured as a
percentage each hour of operation and reported monthly by day.
The Blocked Call measurement will be the number of calls prevented
from connecting to the Microdyne ACD divided by the number of calls
offered to the Microdyne ACD. This blockage will be measured hourly
by day and reported weekly (Sunday - Saturday) and for each calendar
month. It is understood that Microdyne will need to obtain these
blocked call statistics from either MCI (the network provider), NEC
(Epson's ACD vendor), Rockwell (Microdyne's ACD provider), or
Microdyne's local exchange carrier.
14.4 ASA. Microdyne will measure the Average Speed of Answer (ASA).
The Speed of Answer is defined as the time, in seconds, for a
caller to reach a live agent after the caller has navigated through
an automated selection process. If there is no automated selection
process, then the speed of answer would be the time, in seconds,
from the call entering the Microdyne ACD to call being answered by a
live agent.
The Average Speed of Answer (ASA) would be the Total Speed of Answer
Time, in seconds, for all Calls Handled by Live Agents divided by
the Total Calls Handled by Live Agents.
Microdyne will measure the ASA in half-hour increments.
The ASA data will be reported by hour, by day of week and by
calendar month. The data
5
will be delivered to Epson by 8:00 AM on the next business day
following the close of the reporting period.
The ASA distribution will also be measured and reported. The report
will show the percentage of calls answered in 0-30 seconds, 31-90
seconds, 91-180 seconds, 181- 300, and 301- 480 seconds, and 481+
seconds. This ASA distribution will be delivered to Epson at the end
of each seven day week (Sunday - Saturday) and at the end of each
calendar month.
14.5 Transferred Calls. In an effort to monitor First Call Resolution,
Microdyne will measure and report transferred calls. Microdyne will
analyze transferred calls, calls requiring callbacks, consultation
calls, and any other calls requiring an action other than First
Contact Resolution. A pareto analysis will be presented monthly for
three months. During the fourth month Epson and Microdyne will agree
upon and implement monthly call transfer objectives. These
statistics will be tracked daily and weekly (Sunday - Saturday) and
will be reported monthly.
14.6 Logs. Microdyne will create a complete (as defined by Epson) call
log for each call handled. The complete call log objective is 93%.
This will be reported monthly.
14.7 Inference-Usage,. Microdyne will track and measure Inference usage.
For products supported (when a domain exists), usage objectives will
be 83%. The Unresolved/Canceled objective will be 5%. The Resolved
Cases objective will be 93%. These figures will be measured and
reported weekly. EPSON will allow Microdyne to access this data
through the EPSON Highway in order to prepare these statistical
reports.
14.8 ACD Statistics. Microdyne will provide Epson with a comprehensive
set of ACD statistics on a daily, weekly and monthly basis. For
Monday through Thursday of each week, daily statistics will be
delivered to Epson by the close of business on the following
business day. For Friday through Sunday, daily statistics and all
weekly reports will be delivered by the close of business on the
following Tuesday. Monthly reports will be delivered by the close of
business on the second business day of the following month. The
reports will include at the least, the following information:
Number of calls offered
Number of calls handled
Number of abandoned calls
Percent of abandoned calls
Abandon call distribution
Average talk time
Total talk time
Average speed of answer
Average speed of answer distribution
Longest waiting call
Percent of all trunks busy
Percent of call blockage
First call resolution
Number of escalated calls
Percent of escalated calls
Call activity summary by product split
Transferred call reports
Outbound call activity
Service level
Call queue time
Distribution of queued calls
15. Miscellaneous
15.1 Other Services. Epson may elect to outsource additional product
support and services, in its sole discretion. These include, but are
not limited to:
6
Other Epson product lines
Fulfillment
Ad reply
Accessory sales
End user surveys
Other support methods
15.2 Record Retention: Microdyne will retain such electronic data and
records regarding customer calls as may reasonably be requested by
Epson.
15.3 Entire Agreement: This Amendment includes the entire agreement of
the parties regarding the off-site telephone support service to be
provided by Microdyne. Except as explicitly se,. forth in this
Amendment, all of the provisions of the Original Agreement remain in
full force and effect.
7
IN WITNESS WHEREOF, this Amendment is executed in counterparts by duly
authorized representatives, each of which counterpart shall be deemed an
original.
EPSON AMERICA, INC. MICRODYNE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice-President Services and Support Title: President Support Services Division
Date: August 1, 1997 Date: July 31, 1997