IDEAL ▇▇▇▇ ADDENDUM 1
TO STATEMENT PRODUCTION SERVICES AGREEMENT
This Addendum is to the Statement Production Services Agreement dated as of
August 20, 1993 (the "Agreement") between INTERNATIONAL BILLING SERVICES, INC.
(formerly U.S. Computer Services dba International Billing Services) ("IBS") and
AMERITECH CORPORATION ("Ameritech").
WHEREAS, Ameritech desires to introduce a new format for its statements,
hereinafter referred to as the "Ideal ▇▇▇▇," consisting of an [****] first page
and [****] subsequent pages; and
WHEREAS, Ameritech has requested that IBS provide a new option under the
Agreement for production of the Ideal ▇▇▇▇ format; and
WHEREAS, IBS is willing to acquire certain new hardware and provide such
services as may be necessary to meet Ameritech's requirements for a new service
option to accommodate the Ideal ▇▇▇▇, at the prices and upon the terms and
conditions set forth in this Addendum to the Agreement;
NOW THEREFORE, the parties agree as follows:
1. SCOPE OF ADDENDUM
Ameritech agrees to convert all of its ACIS on-line accounts, including
on-line statements and ▇▇▇▇ reprints, to the new Ideal ▇▇▇▇ Service Option,
as more fully described below, in accordance with the conversion schedule
and the cutoff schedule as defined in Attachment D1. This Addendum will
apply to all statements that are converted to the new Service Option; those
statements that remain on an existing Service Option will be subject to
Sections 5, 7, 8 10, 12 and Attachments E1 and F1 of this Addendum.
In addition, it is agreed that the term of the Agreement with regard to
Service Option 3 shall be extended so that the Agreement will expire
effective with [****]. For each month after [****] in which full
production is delayed for reasons primarily attributable to Ameritech, the
Addendum expiration date shall be extended one additional month. If full
production is delayed three months (consecutive or non-consecutive) after
[****] for reasons primarily attributable to Ameritech, then the Addendum
expiration date shall extend [****] months after the last day of the first
month of full production. Months in which delays are primarily
attributable to IBS shall not count toward determination of any extension
of the Agreement. In no event shall the conversion of the last state take
place later than [****].
Ameritech's obligation with respect to all other Service Options shall
expire on the original expiration date set forth in the Agreement.
2. NEW SERVICE OPTION 3
Paragraph 2.2 of the Agreement is amended to provide that IBS shall offer
to Ameritech a new service option designated as Service Option 3 (Ideal
▇▇▇▇) consisting of an [****] first sheet with one or more [****]
subsequent sheets. The agreed-upon formats and specifications for Service
Option 3 are set forth in Attachment A1 to this Addendum. The rate card
for Service Option 3 is set forth in Attachment B1. Any additional changes
or options under the Agreement shall require a new Addendum.
Ameritech may convert any of its billing statements to Service Option 3
(Ideal ▇▇▇▇), but such statements may not thereafter be converted back to
any previous Service Option offered under the Agreement.
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After the start of Conversion, there will be two types of CARS reprints:
old format (pre Ideal ▇▇▇▇) and Ideal ▇▇▇▇, as further defined below.
Old Format: For statements that are in the old format (pre Ideal ▇▇▇▇),
IBS will print these statements under the terms of Service Option 1 (6 5/8
x 9 1/3). This option will be available for the remaining term of the
Agreement.
Ideal ▇▇▇▇ Format
For statements that are in the Ideal ▇▇▇▇ format ([****] - Summary, [****]
- Detail), IBS will print these statements under the terms of Service
Option 3.
3. TESTING
No later than [****] days before the first scheduled live production,
Ameritech will provide to IBS its test requirements (Ameritech Test
Requirements) for Ideal ▇▇▇▇ production. No later than [****] days before
the first scheduled live production run, IBS will provide to Ameritech a
factory end to end plan ("Test Plan"). Within [****] business days of IBS'
receipt of the Ameritech Test Requirements, IBS will respond in writing by
either accepting or rejecting the Ameritech Test Requirements. IBS'
failure to respond within such period shall constitute acceptance of the
Ameritech Test Requirements. IBS will make every effort to incorporate the
Ameritech Test Requirements into the IBS Test Plan. IBS will be
responsible for the cost of the IBS Test Plan. Should Ameritech require
testing that goes beyond what IBS has determined is necessary for the IBS
Test Plan, then IBS shall inform Ameritech in writing what portion of the
Ameritech testing requirements will be billable to Ameritech. IBS will
obtain prior written approval for such charges. Testing of the systems
necessary to provide the Services in Attachment A will occur as provided in
the Test Plan. At a minimum, the Plan shall include exercising all aspects
of the services package provided for in this Addendum.
4. CONVERSION
A conversion schedule for Service Option 3 (Ideal ▇▇▇▇) is attached as
Attachment C1.
5. TURNAROUND/SHEET COUNT
a. The average tray turnaround time during conversion to the Ideal ▇▇▇▇
shall be as follows for all statements being produced under Service
Option 3
Average Sheet Count Range Turnaround Time (tray average)
------------------------- ------------------------------
not to exceed [****] [****] hours
[****] to [****] [****] hours
[****] to [****] [****]hours
If the average sheet count during the conversion period consistently
exceeds [****] sheets per statement, then Ameritech may request that IBS
implement such changes as may be necessary to reduce the turnaround time to
a [****]-hour tray average. IBS shall have [****] days after conversion of
the last state or [****] days from the request, whichever is later, to
implement additional hardware required to implement this request.
Ameritech and IBS agree to work in good faith to provide each other with
notice, as each may become aware of unusual changes in sheet count volume
or other circumstances that could impact turnaround time. Turnaround times
shall also be subject to the terms and conditions of Attachment F1, when
agreed upon, and will provide for a [****] hour average tray turnaround.
6. PRICES
a. The prices for products and services provided by IBS under this
Addendum are set forth in Attachment B1 to this Addendum. All prices
in such attachment, other than those for Customized Stock, will remain
fixed for the remainder of the original term of the Agreement. The
base date for paper prices for Service Option 3 (Ideal ▇▇▇▇) is
[****].
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b. One-time charges, as described in Attachment B1, shall be payable on
the following schedule:
[****] upon execution of this Addendum;
Other one-time charges upon conversion of the first state hereafter
but no later than [****] unless a conversion delay is caused by IBS.
7. DISASTER RECOVERY
IBS has provided a disaster recovery plan to Ameritech under the Agreement,
which plan has been mutually agreed upon by the parties. IBS agrees under
this Addendum to provide Ameritech with a draft modified disaster recovery
plan ("MDR Plan") for the Ideal ▇▇▇▇, by [****], and a final modified
disaster recovery plan ("MDR") by [****], which MDR Plan will be attached
hereto as Attachment E1. The MDR Plan must be documented, tested and
capable of being implemented no later than the first day after full
conversion to Service Option 3 (Ideal ▇▇▇▇). Upon receipt of the MDR Plan,
Ameritech will have [****] days to review and provide written approval or
rejection of the MDR Plan. Within [****] days of its receipt of the MDR
Plan, Ameritech shall respond in writing by either accepting or rejecting
the MDR Plan. In addition to the other key requirements outlined in Section
6 of the Agreement, the MDR Plan for the Ideal ▇▇▇▇ will provide for [****]
to be used for all Ameritech statements covered by this Addendum during the
disaster period.
8. WARRANTY
IBS warrants that all services provided in connection with Service Option 3
(Ideal ▇▇▇▇) under this Addendum will conform to the standards and
specifications set forth in this Addendum, including the Attachments
hereto.
[****]
9. TERMINATION
Paragraph 13.1, Breach, of the Agreement is modified to replace item (2)
with the following: "the failure by IBS to develop by the date set forth in
Paragraph 7 of this Addendum a disaster recovery plan that is documented,
tested, and capable of immediate implementation."
10. INFRINGEMENT
Paragraph 14.8, infringement, of the Agreement is amended by the addition
of the following wording:
"In the event of any infringement, or claim of infringement of any patent,
trademark, copyright, trade secret or other proprietary interest based on
the services provided by IBS, IBS shall indemnify and hold harmless
Ameritech for any loss, damage, expense, or liability that may result by
reason of any such infringement or alleged infringement. IBS shall defend
or settle, at IBS' expense, any action or suit for which IBS is responsible
hereunder. Ameritech shall notify IBS promptly of any claim of infringement
for which IBS is responsible, and shall cooperate with IBS in every
reasonable way to facilitate the defense of any such claim."
11. NOTICE OF PURCHASE/LEASE
IBS will give Ameritech not less than [****] days' prior written notice
before entering into any purchase or lease obligations for the primary
capital equipment required to meet the specifications for Service Option 3.
12. MISCELLANEOUS
a. Paragraph 14.13, Notices, of the Agreement is modified to read as follows:
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If to IBS: International Billing Services, Inc.
ATTENTION: President
5220 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: 916/▇▇▇-▇▇▇▇
with a copy to: General Counsel
USCS International, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: 916/▇▇▇-▇▇▇▇
If to Ameritech: Ameritech Corporation
ATTENTION: Vice President, Billing Services
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: 847/▇▇▇-▇▇▇▇
with a copy to: General Counsel
Ameritech Corporation
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: 312/▇▇▇-▇▇▇▇
b. Attachment F to the Agreement is superseded and replaced by new Attachment
F1, attached hereto.
c. All defined terms used herein shall have the meanings that have been
assigned to them in the Agreement.
d. The terms of the Agreement are incorporated in full herein except to the
extent of any inconsistency between the terms of the Agreement and the
terms of this Addendum. In the event of such inconsistency, the terms of
this Addendum shall supersede the terms of the Agreement.
e. All other terms and conditions of the Agreement shall remain in full force
and effect unchanged.
ATTACHMENTS
The following are attached to and by this reference made a part of this
Addendum:
Attachment A1 - Description of Services
Attachment B1 - Rate Card
Attachment C1 - Conversion Schedule
Attachment D1 - Cutoff Schedule
Attachment E1 - Disaster Recovery (to be added)
Attachment F1 -- Turnaround Time Provisions (to be added)
AMERITECH CORPORATION INTERNATIONAL BILLING SERVICES,
INC.
By: By:
----------------------------- -----------------------------
Name: Name:
--------------------------- ---------------------------
Title: Title:
-------------------------- --------------------------
Page 4
Date: Date:
--------------------------- ---------------------------
Page 5
ATTACHMENT A1
I. STATEMENT PRODUCTION SERVICES
These items are individually charged on Attachment B1 and are described in the
following pages.
STATEMENT PRODUCTION
[****]
II. DETAIL OF PRODUCTS AND SPECIFICATIONS FOR ATTACHMENT "B1"
1. COMPUTER PROCESSING:
Computer Processing is a per image charge for processing statement data
and includes the following:
- CASS Certification for automated mail discounts
- Postal sorting
- Postal calculation
- Manifest line generation
- Pre-processing
- Job scheduling and control
- Confirmation of statement, image, and page counts
IBS will optimize each inserting plan for maximum postal discount; the
level of postal discount is dependent upon mailing piece physical
characteristics and customer provided accuracy of ZIP and ZIP+4
information, address accuracy and density. Computer images are defined
as a logical statement page. In duplex mode there will be a maximum of
(2) computer images per physical sheet of paper.
2. IMAGE PRINTING:
The image printing fee includes printing the image and where
appropriate, collating summary forms with detail forms, folding the
statement and inserting the finished statement into the appropriate
sending envelope. Image Printing (Duplex) is defined as (2) print images
per physical sheet of paper (whether or not data is printed on both
sides).
3. INSERTING:
Inserting is charged per piece inserted. Inserting does not include the
printing of the piece. The charge covers the normal receiving, setup,
and placement of each insert into the sending envelope. Return envelopes
are considered an insert; statement forms are not considered an insert.
All inserts must meet requirements in the IBS Insert Order Guide.
4. TECHNICAL SUPPORT:
Technical Support is a per statement charge for 24 hour, 7 day a week
customer support services consisting of:
- Telephone Customer Support
- Monitoring of process controls
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- Quality Control
- Software Support
- Factory System Support
- Direct Access
Quality checkpoints are included during all phases of the process. This
process is dedicated to ensuring the quality of the customer's statement
production run. There are many points in the process where quality
exceptions can be located and dealt with immediately. The customer
services group monitors and controls the job while it is in-house and
after its completion to ensure a quality customer experience.
INITIAL SETUP.
Every production run at IBS is scheduled in advance by the customer. When
notification of schedule is received by customer services, the setup process
begins. The IBS factory system is prepared for the arrival of data from the
customer. Form stock, envelopes, and custom inserts are reviewed to ensure
that they are correct for the production run. Customer services prepares the
job control folder for the run and places customer specific run information
in the folder in preparation for the arrival of data. The job is placed on
the IBS StatementsPLUS production schedule and all support departments are
informed of expected due in date.
NOTIFICATION OF DATA ARRIVAL
When IBS computer operations notifies the customer services group that a
transmission is being received, the monitor and control process for that job
is initiated. The Factory Control System is updated to notify support
departments that the run is in process. The job control folder documentation
of process checkpoints begins and the folder is sent to computer operations.
During pre-print processing in the computer room, operators verify that the
steps on the control form are completed in sequence and take ownership for
their accuracy. While processing, control reports are printed and verified
to validate the number of statements, images, and records received against
the file trailer record. If a discrepancy is found, customer services is
notified and an electronic hold is placed on the run.
RELEASE TO PRINT
When the files are ready for production processing, the customer services
group utilizes the customer supplied "Release to Print Form" to do a final
verification of the statement and image count as well as verify that the
correct customer specific inserts, envelopes, and forms stock are set up. If
the information is verified as correct, the files are electronically
released to the manufacturing floor to begin statement production. The job
control folder is updated and delivered to the production department.
PRINT QUALITY VERIFICATION
At the beginning of the production process, before any statements have been
mailed, a customer service technician examines sample statements. This
employee checks that the print quality and registration are correct and
satisfy the specification of placement on the form. Envelope, form stock,
and insert combinations are also confirmed for the sample statement. This
information is recorded on a checklist, attached to the sample, and placed
in the job control folder for retention. Once the statement sampling is
complete to the satisfaction of the production and customer services groups,
the remaining electronic hold is released and trays of mail that are
completed are free to mail throughout the production run. During the
printing of the file, trays of mail are quality sampled by the production
department to ensure consistent quality. Also, at the end of the process,
before mailing, trays are randomly sampled by a customer service technician
to provide feedback to the production team and validate their quality
efforts. At any time during the run, if quality does not meet the
Page 7
specification during random sampling, the technician can re-establish the
electronic hold and stop any further trays from mailing until the problem
can be corrected.
JOB CONTROL FOLDER CLOSE OUT
After the production run is completed, the job control folder is returned to
the customer cervices group for close out and retention. During the close
out process, the number of statements and images is re-verified and
reporting of statistics is completed. If any discrepancy is found during
this process, a recovery plan is initiated immediately to determine the
problem and take corrective action. The job control folder is then
archived..
SUMMARY
The process is dedicated to ensuring the quality of the customer's
statement production run. There are many points in the process where quality
exceptions can be located and dealt with immediately. The customer services
group monitors and controls the job while it is in house and after its
completion to ensure a quality customer experience.
DIRECT ACCESS
Direct Access is a client server program that provides on-line access to
the IBS statement production process. This is a dial-up system that will
run on a desk top PC.
PAPER PRODUCTS
Includes ongoing purchasing, handling and custom printing of forms and
envelopes. A form is a sheet of paper pre-printed on one or both sides.
All forms will include any marks required for printing, forms
verification, and production equipment alignment purposes.
5. CUSTOM FORM - SUMMARY
Description: [****] Finished Size: [****] Paper: [****]
Colors - Front: [****] Colors - Back [****] Perforation: [****]
Tolerance [****]
6. CUSTOM FORM - DETAIL
Description: [****] Finished Size: [****] Paper: [****]
Colors - Front: [****] Colors - Back [****] Perforation: [****]
Tolerance [****]
7. SEND ENVELOPE - CUSTOM
Description: [****] Size: [****] Paper: [****] Window Type: [****]
Colors - Outside: [****] Inside Tint: [****] Tolerance: [****]
Facing ▇▇▇▇: [****]
8. RETURN ENVELOPE - CUSTOM
Envelope Type: [****] Size: [****] Paper: [****] Window Type: [****]
Colors - Outside: [****] Inside Tint: [****] Tolerance: [****]
Facing ▇▇▇▇: [****]
9. FLAT ENVELOPE - UP TO 11 OUNCES:
Description: [****] Size: [****] Paper: [****] Window Type: [****]
Colors - Outside: [****]
Inside Tint: [****] Tolerance: [****] Facing ▇▇▇▇: [****]
Page 8
10 FLAT ENVELOPE - OVER 11 OUNCES
Description: [****]
Size: [****] Paper: [****]
Window Type: [****]
Colors - Outside: [****]
Inside Tint: [****] Tolerance:[****] Facing ▇▇▇▇: [****]
11. INVENTORY MANAGEMENT
Per form and envelope. Receiving, warehousing, control, management and
warehouse staging of forms and envelopes. Fees for Inventory Management
will be charged upon use of the item.
12. MINIMUM AND SET UP FEES
Any statement run whose total charges for Rate Card Items (1-11) fall below
the stated minimum, customer will be charged the Statement Run Minimum
Charge set forth in Attachment B1. A Statement run is statements received
as a cycle cutoff in a single file transmission. Each statement run will
have its own unique identification number.
13. PLAN SETUP
This charge applies to all statement plans within each cutoff. A "plan" is
a group of statements that have a similar processing characteristic (e.g.,
flat or folded) and a maximum of eleven (11) inserts ( including remit
envelope)
The [****] normally used plans are defined below:
[****]
SPECIAL SERVICES
Special Services are charges for items not otherwise included in this contract
(see Attachment B1 for rates) and include, but are not limited to, the
following:
14. PROGRAMMING
Programming charges will apply if Ameritech requests changes that require
programming.
15. FORMS CREATION PRE-PRINTED
Forms creation is a design service that will take existing forms and create
artwork and/or create a new form(s) including artwork.
16. CREATIVE DESIGN SERVICES
Creative design for forms, envelopes, and inserts.
17. CUSTOM REPORTS
Custom reports are created to suit Ameritech's specific requirements. These
will be charged on a per report basis, based on a mutually agreed to format
and price.
18. HOLD
A Hold may be called by Ameritech when a statement run in still in the
Computer Processing mode and has not left the computer room for processing
on the Production Floor. There is no charge for this hold.
19. HALT/RESTART/ABORT
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HALT;
A halt is charged when Ameritech requests a halt to the processing of any
specific statement run in process. Upon such a request, IBS would issue a
stop order to all stations. All work in process is then retrieved and
caged. In a halt situation, a best effort will be made by IBS to minimize
mail processing; however no guarantee is made that mail will not have been
entered into the postal system. Following a halt, the customer can issue a
Restart or an Abort. IBS will provide Ameritech with a list, by account
number, of all mail pieces delivered into the postal system in the event
that some mail was entered into the postal system before a halt was
effected.
RESTART: After a Halt is canceled by Ameritech, the statement run is
restarted using original data.
ABORT: An Abort signifies that the statement run is unusable and that
Ameritech will re-transmit the statement print file. Ameritech is liable,
at standard rates, for all processing charges, stock used, and any postage
incurred before the Abort was effected.
INSERT HANDLING
20. INSERT HANDLING
Charges will apply if IBS is required to perform special handling of
inserts as required by individual situations, such as hand inserting,
re-sorting inserts, identifying unlabeled inserts, or deinserting inserts
from statements. Please reference the IBS Insert Order Guide.
21. INSERT STORAGE
Insert Storage fees will be charged for inserts stored:
- earlier than [****]days before first usage,
- longer than [****] days from last usage, or
- more than [****] days from date of receipt.
Insert storage fees do not apply to return envelopes. When IBS is printing
the inserts, insert storage fees will not apply unless Ameritech has
directed IBS to store inserts under the storage fee charge situations
listed above.
STATEMENT SPECIAL HANDLING
Statement Special Handling is defined as the following services:
22. INVALID ZIP CODE
Any statement that is rejected by the IBS postal processor for not having a
valid address or zip code as defined by the U.S. Postal Service national
zip directory will be charged the Invalid Zip Code fee. This fee is charged
on a per statement basis. Packaging charges may also apply. IBS
understands that Ameritech requires that all invalid zip statements shall
be manifested as residual full price mail and therefore not subject to an
invalid zip code charge. This charge will only apply upon request by
Ameritech to pull these statements and handle separately.
23. PULLED STATEMENT
After processing and before mailing, any statement manually identified by
Ameritech by account number that needs to be located before mailing and
shipped to an address other than the sending address of the statement is
considered a pulled statement and will be charged the Pulled Statement Fee.
This fee is a per statement fee. Packaging charges may also apply.
24. MULTICOPY STATEMENT
A Multicopy Statement is defined as any statement that is electronically
flagged by Ameritech, during processing, that is to have an additional
number of statement copies for the same customer mailed in the same
envelope. A fee will be charged on a per statement copy basis. Packaging
charges may also apply.
25. HELD STATEMENT
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A Held Statement is any statement that is electronically flagged by
Ameritech, during processing, that is to be located and shipped to an
address other than the sending address of the statement. A fee will be
charged on a per statement basis. Packaging charges may also apply.
26. OVER 11 OZ STATEMENT
Any statement over 11 oz will require special handling and will be
charged the Over 11 oz. Statement Fee. Packaging charges may also apply.
27. PACKAGING
A Packaging charge will apply to all statements or predetermined groups of
statements that are unable to be mailed through the normal IBS manifest
mail system and require packaging.
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ATTACHMENT B1
RATE SHEET
[****]
IDEAL ▇▇▇▇ [****]
-----------------------------------------------------------------------------------------------------------------------------
RATE CARD CHARGE UNIT CHARGE
-----------------------------------------------------------------------------------------------------------------------------
PROCESSING
1 Comp Processing Computer Image [****]
-----------------------------------------------------------------------------------------------------------------------------
2 Image Printing Print Image [****]
-----------------------------------------------------------------------------------------------------------------------------
3 Inserting Insert [****]
-----------------------------------------------------------------------------------------------------------------------------
4 Technical Support Statement [****]
-----------------------------------------------------------------------------------------------------------------------------
PAPER PRODUCTS
5 Summary Page Per Form [****]
-----------------------------------------------------------------------------------------------------------------------------
6 Detail Page Per Form [****]
-----------------------------------------------------------------------------------------------------------------------------
7 Send Envelope Per Envelope [****]
-----------------------------------------------------------------------------------------------------------------------------
8 Remit Envelope Per Envelope [****]
-----------------------------------------------------------------------------------------------------------------------------
11 Inventory Mgmt Each Form & Envelope [****]
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
12 STATEMENT RUN MINIMUM [****]
-----------------------------------------------------------------------------------------------------------------------------
13 PLAN SET UP FEE [****]
-----------------------------------------------------------------------------------------------------------------------------
ONE TIME CHARGES
-------------------------------------------------------------------------------------------------------------------
[****] [****]
-------------------------------------------------------------------------------------------------------------------
[****] [****] (1)
-------------------------------------------------------------------------------------------------------------------
[****] [****]
-------------------------------------------------------------------------------------------------------------------
(1) less credit for amounts
already invoiced
Credits include:
[****] [****]
[****] [****]
[****] [****]
[****] [****]
[****] [****]
-------------------------------------------------------------------------------------------------------------------
TOTAL CREDIT [****]
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-----------------------------------------------------------------------------------------------------------------------------------
ADDENDUM 1 - ATTACHMENT B1 - SPECIAL SERVICES
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
ITEM SPECIAL SERVICES CHARGE UNIT CHARGE PER PER EVENT EVENT
UNIT MINIMUM
---------------------------------------------------------------------------------------------------------------------------
14 PROGRAMMING
Program Management Per Hour [****]
Development - small jobs < 50 hours Per Hour [****] 1 Hour Request
Development - large jobs -fixed bid Per Hour [****] 1 Hour Request
Documentation Per Hour [****]
15 Forms Creation Pre- Per Hour [****] 1 Hour Request
printed
16 Creative Design Per Hour [****] 1 Hour Request
Services
17 Per Report [****] Request
PROCESSING
INTERRUPTIONS
---------------------------------------------------------------------------------------------------------------------------
18 Hold Per Cut-Off [****] [****] Request
19 Halt / Restart / Abort Per Cut-Off [****] [****] Request
INSERT HANDLING
---------------------------------------------------------------------------------------------------------------------------
20 Insert Handling Per Hour [****] [****] Request
21 Storage Per Month [****] [****] Request
STATEMENT SPECIAL
HANDLING
---------------------------------------------------------------------------------------------------------------------------
22 Invalid Zip Code Per Statement [****] [****] Request
23 Pulled Statement Per Statement [****] [****] Request
24 Multicopy Statement Per Statement [****] [****] Request
25 Held Statement Per Statement [****] [****] Request
26 Over 11 oz. Mail Per Statement [****] [****] Request
27 Packaging Per Box [****] [****] Request
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--------------------------------------------------------------------------------------------------------------------
ATTACHMENT C1 - CONVERSION SCHEDULE
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
CONVERSION MONTH CONVERSION STATE STATEMENT COUNT (APPROXIMATE)
[****] [****] [****]
[****] [****] [****]
[****] [****] [****]
[****] [****] [****]
[****] [****] [****]
TOTAL [****]
* [****] - First Full Month of Production after conversion
--------------------------------------------------------------------------------------------------------------------
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ATTACHMENT D1 CUT OFF SCHEDULE
BASED ON FEBRUARY 1998 ACTUALS
ACIS ACIS (CONTINUED)
GEO AREA CORP-ID RUN STATEMENTS IMAGES GEO AREA CORP-ID RUN MONTH STATEMENTS IMAGES
MONTH
[****] [****] [****] [****] [****] [****] [****] [****] [****] [****]
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IDEAL ▇▇▇▇ ADDENDUM 1
TO STATEMENT PRODUCTION SERVICES AGREEMENT
ATTACHMENT F-1
1998 TURNAROUND PROVISIONS- PRE-DYNAMIC DUE DATE
This Attachment F-1 supersedes and replaces Attachment F of the Agreement in its
entirety.
1. DEFINITIONS
As used in this Attachment F-1, the following terms have the following
meanings:
(a) A "CUTOFF" is defined as IBS' complete receipt of usable statement data
file and subsequent Customer release facsimile for production.
(b) The term "MAILING" is defined as the entry of statements into the U.S.
Postal Service ("USPS").
(c) The elapsed time of a statement run is called "TRAY TURNAROUND TIME," which
is defined as the elapsed time between cutoff and mailing of each USPS tray
of statements.
(d) "TARGET MAIL DATE" means the standard day each month three days after the
ACIS Pull/Run date that a particular Ameritech customer's telephone ▇▇▇▇ is
scheduled to be mailed and which is provided by Ameritech in the header of
each file.
(e) "SPECIAL CIRCUMSTANCES" are conditions outside of IBS' reasonable control,
including events of force majeure and acts or omissions of Ameritech (such
as failure to conform to peak load requirements), for which IBS may be
excused from meeting its turnaround commitment under this Attachment.
2. TURNAROUND
IBS agrees to a monthly Tray Turnaround time of [****] hours, provided that
Ameritech does not send files within a 24-hour period greater than [****]
of total prior month's image volume. Should Ameritech send files within a
24-hour period that equal greater than [****] of Ameritech's prior month's
image volume, those excess statements shall carry over to the next day's
turnaround commitment and IBS shall make commercially reasonable efforts to
minimize turnaround time for those statements.
3. ECONOMIC INCENTIVES AND DISINCENTIVES
The monthly incentive and disincentive process will be comprised of two
parts:
1) Average Tray Turnaround -- overall for all files
2) Statement Timeliness - for each of the three file types
These calculations will be done monthly.
a) AVERAGE TRAY TURNAROUND - ON-LINES
[****]
b) STATEMENT TIMELINESS
[****]
Page 16
4. ESCALATION PROCEDURE
It is the intent of the parties that any turnaround issues be dealt with
immediately. In order to facilitate this process, the following procedure
has been agreed upon.
a) WRITTEN EXPLANATION AND PLAN: In the event that there are more than [****]
of Ameritech statements for which IBS has missed the target mail date for
any reason in one month, then Ameritech may require a written explanation
from IBS regarding the reason or reasons for such quantity of missed
turnaround and a plan for remedying the situation.
b) TOP EXECUTIVES MEET: In the event there are more than [****] of Ameritech
statements for which IBS has missed the target mail date in any [****]
successive months or in a [****] or [****]month in any [****] month period
for any reason other than Special Circumstances, then Ameritech may require
senior executives of Ameritech and IBS to promptly meet in a location of
Ameritech's choice to confer in an effort to define and resolve or form a
strategy for resolving the performance problems causing the missed
turnaround. Any mutual decisions of the executives will be final and
binding on the parties. In the event IBS refuses or otherwise does not
meet, then [****] days from the second of two alternative meeting dates set
by Ameritech if Ameritech is ready and able to meet on such dates and IBS
refuses or otherwise does not meet, Ameritech may put IBS on notice of
termination for breach for not meeting in accordance with this provision
and IBS shall have [****] days from receipt of such notice to cure such
breach.
c) TERMINATION: In the event that there are more than [****] of Ameritech
statements for which IBS has missed the target mail date, and Special
Circumstances have been deemed not to apply, in [****] succeeding months or
in [****] months in any [****] month period, then Ameritech may for a
period of [****] days from the date of the aforementioned event, give IBS
notice of termination of this Agreement. In the event of such notice of
termination, Ameritech shall have up to [****] months from the date of the
termination notice to transition the Services performed hereunder to
another source, and, throughout such transition time, IBS shall cooperate
in good faith with Ameritech in the transition and this Agreement shall be
in full force and effect.
4. SPECIAL CIRCUMSTANCES
The parties recognize that there may be circumstances for which it would be
unfair to assess IBS for purposes either of termination (paragraph 4c of the
Attachment F1) or economic disincentives (paragraph 3 of this attachment F1).
The following have been determined to be circumstances under which the
provisions of paragraphs 4c and 3 (including 3a and 3b) will not be assessed in
accordance with the rules and guidelines in paragraphs 4c and 3 (including 3a
and 3b). All statement timeliness assessments will be adjusted as set forth
below to compensate for special circumstances set forth below:
a) LOAD FACTOR: The parties have anticipated a maximum daily load of [****]
of total prior month's image volume. Daily load consists of images
transmitted on a single day, plus any carryover images due to unanticipated
events as set forth in the paragraph 5. IBS shall be responsible for
producing statements from this maximum daily load I accordance with the
rules and guidelines set forth in paragraphs 2 and 3. The statements in
excess of the maximum daily load shall, for the purposes of this
Attachment, be treated as if transmitted on the next successive day
following the Actual Transmit Date.
Page 17
b) MIX FACTOR: The parties have anticipated that a portion of the daily load
will consist of late transmissions (defined as transmissions whose Actual
Transmit Date is less than [****]days prior to the Target Mail Date). With
respect to late transmission volume received by IBS after [****], IBS shall
perform all such work under the rules and guidelines set forth in
paragraphs 2 and 3, to the extent that the late transmission volume
received by IBS after [****] does not exceed [****] of the average daily
image volume. The statements in excess of the 15% threshold shall, for the
purposes of this Attachment, be treated as if transmitted on the next
successive day following the Actual Transmit Date. As user herein "AVERAGE
DAILY IMAGE VOLUME" means [****] of the prior month's total image volume.
c) HOLDS AND TRANSMISSIONS ON OR AFTER TARGET MAIL DATE: Statements for which
a Hold by Ameritech delayed processing time to an extend that Target Mail
Date was missed or for which Actual Transmit Date was on or after the
Target Mail Date, shall, for the purposes of this attachment, be treated as
if transmitted on the next successive day following the Actual Transmit
Date.
d) FORCE MAJEURE: Statements for which an act of God, act of civil
insurrection or war, labor disturbance or other similar cause beyond IBS'
control resulted in Actual Mail Date being after the Target Mail Date
shall, for the purposes of this Attachment, be treated as set forth in the
Disaster Recovery Plan agreed to by the parties pursuant to section 7 of
Ideal ▇▇▇▇ Addendum 1.
This Attachment F-1 may be changed at any time upon the mutual agreement of both
Ameritech and IBS. All other terms and conditions of the Agreement shall remain
in full force and effect unchanged.
Page 18
IDEAL ▇▇▇▇ ADDENDUM 1
TO STATEMENT PRODUCTION SERVICES AGREEMENT
ATTACHMENT F-1
TURNAROUND PROVISIONS -- POST DYNAMIC DUE DATE
This Attachment F-1 supersedes and replaces Attachment F of the Agreement in its
entirety.
1. DEFINITIONS
As used in this Attachment F-1, the following terms have the following
meanings:
(a) A "CUTOFF" is defined as IBS' complete receipt of usable statement data
file and subsequent Customer release facsimile for production.
(b) The term "MAILING" is defined as the entry of statements into the U.S.
Postal Service ("USPS").
(c) The elapsed time of a statement run is called "TRAY TURNAROUND TIME," which
is defined as the elapsed time between cutoff and mailing of each USPS tray
of statements.
(d) "SPECIAL CIRCUMSTANCES" are conditions outside of IBS' reasonable control,
including events of force majeure and acts or omissions of Ameritech (such
as failure to conform to peak load requirements), for which IBS may be
excused from meeting its turnaround commitment under this Attachment.
2. TURNAROUND
IBS agrees to a monthly average Tray Turnaround time of [****] hour for
On-Lines and Miscellaneous and absolute turnaround times as follows:
a) On-lines and Miscellaneous [****] hours
b) Treatments:
By [****] if received prior to [****]
By [****] if received prior to [****]
The above is applicable, provided that Ameritech does not send files within
a 24-hour period greater than [****] of total prior months image volume.
Should Ameritech send files within a 24-hour period that equal greater than
[****] of Ameritech's prior month's image volume, those excess statements
shall carry over to the next day's turnaround commitment and IBS shall make
commercially reasonable efforts to minimize turnaround time for those
statements.
3. ECONOMIC DISINCENTIVES AND INCENTIVES
The monthly disincentives and incentive process will be comprised of two
parts:
1) Average Tray Turnaround - for On-line files only
2) Statement Timeliness -- for each of the three file types
These calculations will be done monthly.
a) AVERAGE TRAY TURNAROUND - ON-LINES
Page 19
[****]
b) STATEMENT TIMELINESS (ABSOLUTE TURNAROUND)
[****]
4. ESCALATION PROCEDURE
It is the intent of the parties that any turnaround issues be dealt with
immediately. In order to facilitate this process, the following procedure
has been agreed upon.
a) WRITTEN EXPLANATION AND PLAN: In the event that there are more than [****]
of Ameritech statements for which IBS has missed an absolute turnaround of
[****] hours for any reason in one month, then Ameritech may require a
written explanation from IBS regarding the reason or reasons for such
quantity of missed turnaround and a plan for remedying the situation.
b) TOP EXECUTIVES MEET: In the event there are more than [****] of Ameritech
statements for which IBS has missed an absolute turnaround of [****] hours
in any [****] successive months or in a [****] or [****]month in any [****]
month period for any reason other than Special Circumstances, then
Ameritech may require senior executives of Ameritech and IBS to promptly
meet in a location of Ameritech's choice to confer in an effort to define
and resolve or form a strategy for resolving the performance problems
causing the missed turnaround. Any mutual decisions of the executives will
be final and binding on the parties. In the event IBS refuses or otherwise
does not meet, then [****] days from the second of two alternative meeting
dates set by Ameritech if Ameritech is ready and able to meet on such dates
and IBS refuses or otherwise does not meet, Ameritech may put IBS on notice
of termination for breach for not meeting in accordance with this provision
and IBS shall have [****] days from receipt of such notice to cure such
breach.
c) TERMINATION: In the event that there are more than [****] of Ameritech
statements for which IBS has missed an absolute turnaround of [****] hours,
and Special Circumstances have been deemed not to apply, in [****]
succeeding months or in [****] months in any [****] month period, then
Ameritech may for a period of [****] days from the date of the
aforementioned event, give IBS notice of termination of this Agreement. In
the event of such notice of termination, Ameritech shall have up to [****]
months from the date of the termination notice to transition the Services
performed hereunder to another source, and, throughout such transition
time, IBS shall cooperate in good faith with Ameritech in the transition
and this Agreement shall be in full force and effect.
5. SPECIAL CIRCUMSTANCES
The parties recognize that there may be circumstances for which it would be
unfair to assess IBS for purposes either of termination (paragraph 4c of the
Attachment F1) or economic disincentives (paragraph 3 of this attachment F1).
The following have been determined to be circumstances under which the
provisions of paragraphs 4c and 3 (including 3a and 3b) will not be assessed in
accordance with the rules and guidelines in paragraphs 4c and 3 (including 3a
and 3b). All statement timeliness assessments will be adjusted as set forth
below to compensate for special circumstances set forth below:
a) FORCE MAJEURE: Statements for which an act of God, act of civil
insurrection or war, labor disturbance or other similar cause beyond IBS'
control resulted in Actual Mail Date being
Page 20
after the Target Mail Date shall, for the purposes of this Attachment, be
treated as set forth in the Disaster Recovery Plan agreed to by the parties
pursuant to section 7 of Ideal ▇▇▇▇ Addendum 1.
This Attachment F-1 may be changed at any time upon the mutual agreement of both
Ameritech and IBS. All other terms and conditions of the Agreement shall remain
in full force and effect unchanged.
Page 21