*EXHIBIT 10.1
-------------
Service Agreement dated October 4, 1995 between International Business
Machines Corporation and Computer Generated Solutions, Inc.
* Confidential treatment is being requested with respect to portions of
this exhibit
Service Agreement Between
International Business Machines Corporation
and
Computer Generated Solutions, Inc.
October 04, 1995
Contact: ▇▇▇▇▇ ▇▇▇▇▇ [ARTWORK] ▇▇▇-▇▇▇-▇▇▇▇
IBM Integrated Procurement Solutions
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Department: PRB1
Building: 001H
Service Agreement Number 2165
Contents
1.0 SERVICE AGREEMENT............................... 1
1.1 Statement of Work............................... 1
1.2 Definitions..................................... 1
1.3 Subcontracting.................................. 2
1.4 Delegations and Assignments..................... 2
1.5 Payment and Records............................. 2
1.6 Confidential Information........................ 3
1.7 Information Asset Security Requirements 3
1.8 IBM Furnished Materials......................... 4
1.9 Rights In Data.................................. 4
1.10 Invention Rights............................... 5
1.11 Contractor's Employees......................... 5
1.12 IBM Regulations & Policies..................... 6
1.13 Former IBM Employees.......................... 7
1.14 Insurance...................................... 7
1.14.1 General Requirements......................... 7
1.14.2 Minimum Limits of Coverage................... 7
1.15 Contractor Safety on Premise................... 7
1.16 Indemnification................................ 8
1.17 Environment................................... 9
1.18 Compliance with Laws........................... 9
1.19 Trademark ..................................... 10
1.20 Monthly Report................................. 10
1.21 Electronic Data Interchange/Electronic
Funds Transfer...................................... 10
1.22 Utilization of Minority Owned Businesses........ 11
1.23 Taxes.......................................... 11
1.24 Gifts and Gratuities........................... 11
1.25 Representations And Warranties................. 11
1.26 Quality And Acceptance ........................ 12
1.27 Cost Reduction................................. 13
1.28 General Provisions............................. 13
1.29 Notices........................................ 14
1.30 Modifications.................................. 14
1.31 Authority...................................... 14
1.32 Rate Schedule.................................. 14
1.33 Delivery Schedule ............................. 14
1.34 Term.......................................... 14
1.35 Termination and Cancellation.................. 14
1.36 Entire Agreement............................... 15
1.37 Order of Precedence............................ 15
2.0 SIGNATURES ..................................... 17
3.0 ATTACHMENT A: STATEMENT OF WORK................ 19
3.1 Project Description............................. 19
3.2 Manpower........................................ 19
3.3 Work Schedules.................................. 20
3.4 Skill Requirements.............................. 20
3.5 Job Descriptions................................ 21
3.6 Training....................................... 25
3.7 Transitional Training........................... 25
3.8 Measurements.................................... 25
3.9 Acceptance Criteria............................. 26
3.10 IBM Responsibilities........................... 26
3.11 Contractor Responsibilities.................... 27
3.12 Rate Schedule.................................. 27
3.13 Glossary of Terms............................. 29
4.0 TRAVEL EXPENSE GUIDELINES....................... 31
4.1.1 Expense Account Details..................... 31
4.1.2 Receipts.................................... 31
4.1.3 Transportation.............................. 31
4.1.4 Lodging and Meals .......................... 31
4.1.5 Personal Expenses........................... 32
1.0 SERVICE AGREEMENT
This is a service agreement numbered 2165, made by and between International
Business Machines Corporation (IBM), a corporation of the state of New York,
having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
(hereinafter referred to as IBM), and Computer Generated Solutions, Inc., a
corporation of the state of Delaware, having an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as Contractor).
1.1 STATEMENT OF WORK
Contractor shall provide IBM with call center and associated services as
specified in the Statement of Work attachment(s) and in purchase orders issued
by IBM and accepted by the Contractor.
The Statement of Work shall be more fully described in the alphabetical
attachments beginning with "A," appended to and made part of this Agreement.
All Deliverables shall be performed in accordance with the terms and conditions
of this Agreement and with the terms and conditions on the front and back of
purchase orders issued from time to time by IBM and accepted by Contractor. Such
purchase orders shall constitute the only authorization for Contractor to take
any action or to expend any money for services hereunder. IBM will pay only the
amount specified in purchase orders for such work. Contractor's services may
include collaboration with and assistance to IBM personnel or others retained by
IBM. In the event of any conflict between the terms and conditions of this
Agreement and those of purchase orders issued hereunder, the terms and
conditions of this Agreement shall prevail.
IBM shall appoint a coordinator for each purchase order issued by IBM under this
Agreement. This coordinator shall be responsible for maintaining technical
liaison with Contractor's on-site supervisor and for determining for IBM the
adequacy, acceptability, and fitness of the services performed by Contractor
under such purchase orders.
When work is done on IBM's premises, Contractor shall at all times provide on
such IBM premises supervisory personnel acceptable to IBM to supervise
Contractor's employees. Contractor shall notify IBM of the name of the
supervisor responsible for the work. The supervisor shall have authority to act
as agent for Contractor in Contractor's absence.
1.2 DEFINITIONS
1. "Deliverables" means all the items, material, or services prepared or
performed for or submitted to IBM under this Agreement.
2. "Confidential Information" means oral or written information which relates to
the past, present, or future research, development, or business activities of
IBM or its direct or indirect subsidiaries whether or not identified as IBM
Confidential Information, including the names, addresses, phone numbers, and
requirements of IBM's contractors, customers, and prospective customers. The
contents of any reports prepared by Contractor hereunder shall be treated as
Confidential Information.
No obligation of confidentiality applies to any information that the
Contractor: (a) already possesses without obligation of confidentiality; (b)
develops independently; or (c) rightfully receives without obligation of
confidentiality from a third party. No obligation of confidentiality applies
to information that is, or becomes, publicly available without breach of this
Agreement.
3. "Invention" means any idea, design, concept, technique, invention, discovery,
or improvement, whether or not patentable, made solely or jointly by
Contractor or Contractor's employees with one or more employees of IBM during
the term of this Agreement and in the performance of services hereunder,
provided that either the conception or first actual reduction to practice
occurs during the term of this Agreement and in the performance of services
hereunder.
4. "Preexisting Materials" means any materials included in the Deliverables
necessary for effective utilization thereof but which were developed outside
the scope of work encompassed by this Agreement.
5. The term "Subsidiary" means a corporation, company, or other entity more than
fifty percent (50%) of whose outstanding shares or securities (representing
the right to vote for the election of directors or other managing authority)
are; or which does not have outstanding shares or securities, as may be the
case in a partnership, joint venture, or unincorporated association, but more
than fifty percent (50%) of whose ownership interest (representing the right
to make the decisions for such corporation, company, or other entity) is; now
or hereafter, owned or controlled, directly or indirectly, by a party hereto,
but such corporation, company, or other entity shall be deemed to be a
Subsidiary only so long as such ownership or control exists.
6. "Subcontractor On Premise" (SCOP) is defined as employees of another company
specializing in selling services and providing personnel for short term
projects. SCOPs typically are integrated with the IBM work force, possess
skills similar to IBM employees, receive technical direction from IBM
management and personnel management from their parent company, and are
subcontracted for time and workload.
7. "Vendors On Premise" (VOP) is defined as employees of another company who
have been selected by that company to accomplish a defined scope of work. The
work performed will normally require at least four or more contractor
personnel for an initial period of at least six months. Work direction and
technical information required shall be provided by the contractor
supervisor. The contractor supervisor shall be responsible to provide
supervision and control over the work of the contractor's personnel. Office
space provided by IBM shall minimize casual commingling between IBM
employees and the contractor personnel.
1.3 SUBCONTRACTING
Contractor shall not subcontract the work to be performed under this Agreement
without IBM's consent in writing, but Contractor may purchase goods it normally
purchases to perform the work.
1.4 DELEGATIONS AND ASSIGNMENTS
Contractor shall not delegate any duties under this Agreement without IBM's
prior written consent. Contractor shall inform IBM prior to any assignments of
rights to moneys due or to become due under this Agreement.
1.5 PAYMENT AND RECORDS
1. IBM will pay Contractor for services under this Agreement in accordance with
the Statement of Work and as specified on the purchase orders issued
hereunder by IBM.
2. Invoices are to be sent to IBM Corporation, National Accounts Payable
Services, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. The purchase order number
and the terms of payment shall be stated on the invoices.
3. The date used for calculation of terms of payment shall be the date IBM
receives an acceptable invoice.
4. Contractor shall maintain complete and accurate accounting records in a form
according to sound accounting practices to substantiate Contractor's charges.
Such records shall include payroll records, job cards, attendance cards, and
job summaries. Contractor shall retain such records for one (1) year from the
date of final payment hereunder.
5. IBM shall have access to such records for purposes of audit during normal
business hours during the term of this Agreement and during the respective
periods in which Contractor is required to maintain such records as herein
provided.
6. No overtime or premium rate will be paid without the prior approval of the
IBM Purchasing Contract Administrator/Buyer.
--------------------------------------------------
1.6 CONFIDENTIAL INFORMATION
Contractor and its employees will have access to IBM Confidential Information
and the following terms shall govern all disclosures of Confidential Information
to Contractor and its employees regardless of whether such Confidential
Information is removed from IBM's premises.
1. Contractor shall hold all Confidential Information in confidence for IBM and
shall not use Confidential Information or disclose it by publication or
otherwise to any other person during the term of this Agreement and for a
period of two (2) years thereafter other than those persons whose services
Contractor requires and who have a need to know such Confidential
Information for purposes of carrying out the terms of this Agreement and
who agree in writing to be bound by and to comply with the provisions of
this Section.
2. Upon termination or expiration of this Agreement, Contractor shall return to
IBM all written or descriptive matter including but not limited to
drawings, blueprints, descriptions, or other papers, documents, tapes, or
any other media which contain any Confidential Information. In the event of
a loss at any time of any item containing Confidential Information,
Contractor shall promptly notify IBM in writing.
3. Contractor shall not make any copies of any writings, documents, or other
media containing Confidential Information provided by IBM. If copies of
such writings, documents, or other media are necessary for performing
services under this Agreement, they will be provided by IBM upon
Contractor's written request.
4. Contractor shall secure all writings, documents, and other media containing
Confidential Information in locked files at all times when not in use to
prevent its loss or unauthorized disclosure and segregate Confidential
Information at all times from the material of others. IBM agrees to pay
all reasonable costs incurred in accomplishing the foregoing. All such
costs must be agreed to in writing by IBM prior to any expenditure by
Contractor.
5. Contractor will not disclose any information Contractor's company deems
Confidential or proprietary without an IBM Agreement for Exchange of
Confidential Information (AECI) that both parties have signed.
--------------------------------------------------
1.7 INFORMATION ASSET SECURITY REQUIREMENTS
IBM information asset equipment utilized by the Contractor is intended for the
exclusive use of supporting IBM business requirements as defined in this
Agreement.
The Contractor will adhere to the following requirements for the purpose of
protecting IBM information assets:
1. Computing installations and support facilities are to be administered as
areas of restricted physical access when information classified IBM
Confidential or higher is stored on-line.
2. Access to IBM's information assets are to be restricted to authorized
individuals only. The Contractor must communicate the names and telephone
number of those authorized individuals to IBM. The Contractor will maintain
a list of users, including the name and IBM user ID.
3. Access passwords to IBM networks and IBM application systems are considered
IBM Confidential data.
4. Access passwords to IBM networks and IBM application systems will be issued
by IBM to the Contractor. An access password must not be used by any
individual other than the individual to whom the access password was issued.
5. The Contractor shall notify IBM when Contractor personnel changes result in
a required discontinuance of access to IBM networks or application systems.
6. The Contractor shall immediately notify IBM of any suspected compromise of
IBM password confidentiality.
7. The Contractor shall ensure that IBM equipment is connected only to IBM via
an authorized IBM network or other approved connection.
8. The Contractor shall ensure that IBM terminals in use are attended while in
use to protect against unauthorized access.
9. The Contractor shall notify IBM when invoking a backup telecommunications
link via dial-up over a public telecommunications
network. Use of dial-up telecommunications over a public network is
restricted to those instances when direct line link is unavailable or when
IBM specifically instructs the Contractor to use dial up telecommunications.
10. Screen access is controlled by IBM. If access is achieved by the Contractor
that is not related to this Agreement, the Contractor will advise IBM
immediately.
--------------------------------------------------
1.8 IBM FURNISHED MATERIALS
Unless otherwise agreed in writing, Contractor will supply all materials,
equipment, tools, and facilities required to perform this Agreement. All
materials, equipment, and tools furnished to Contractor by IBM or
specifically paid for by IBM ("Materials"), and any replacement thereof, or any
materials affixed or attached thereto, shall be and remain the property of,
with the right of possession in, IBM. Contractor shall use the Materials
only in performing work for IBM and not otherwise. Contractor shall, at its
expense, maintain all Materials in good condition and repair, replacing any
such Materials if necessary. While in Contractor's custody or control, all
Materials shall be kept and insured by the Contractor at its expense against
loss and/or damage in an amount equal to their replacement cost and shall be
subject to removal at IBM's written request, in which event Contractor at
its expense shall prepare such Materials for shipment and shall deliver them to
IBM in the same condition as originally received by Contractor. Contractor
shall promptly notify IBM of the location of any Materials not located at
Contractor's address as specified in this Agreement. Contractor shall maintain
accountability and property control records of all Materials in accordance
uith sound commercial practice. IBM reserves the right to review such records
and to take its own inventory as often as IBM deems necessary. Contractor
agrees to count and provide written confirmation of receipts from IBM of any
IBM furnished Materials. Upon completion or termination of this Agreement,
Contractor shall obtain from IBM shipping instructions or other authorization
instructions prior to returning any Materials to IBM.
--------------------------------------------------
1.9 RIGHTS IN DATA
1. All of the "Deliverables" except preexisting materials shall belong
exclusively to IBM and shall be deemed to be works made for hire.
2. To the extent that any of the Deliverables may not, by operation of law,
be works made for hire, Contractor hereby assigns to IBM the ownership
of all rights in such part of the Deliverables and IBM shall have the
right to obtain and to hold in its own name copyrights, registrations, and
whatever protection which may be available in the Deliverables. Contractor
agrees to give IBM or its designees all assistance reasonably required to
perfect such rights.
3. To the extent that any preexisting materials of Contractor are contained
in the Deliverables, Contractor hereby grants to IBM an irrevocable,
non-exclusive, worldwide, royalty-free license to: use, execute,
reproduce, display, perform, distribute (internally or externally) copies
of, and prepare derivative works based upon such preexisting materials
and derivative works thereof; and, authorize others to do any, some, or
all of the foregoing. Contractor shall obtain IBM's prior written
approval before incorporating any of Contractor's preexisting materials in
the Deliverables.
4. Should Contractor and IBM mutually agree that there is a requirement to
include in the Deliverables the materials of a third party, Contractor
agrees to obtain all necessary rights and or licenses from such third
party at Contractor's expense. The terms and conditions of such rights and
licenses are subject to IBM's approval and must, at a minimum, enable IBM
to l) use, execute, reproduce, display, perform, distribute (internally and
externally) copies of, and prepare derivative works based upon, such
materials of a third party and derivative works thereof; 2) authorize
others to do any, some or all of the foregoing. Upon IBM's request,
Contractor shall deliver to IBM a complete copy of every agreement, license,
or other arrangement from which Contractor derives authority to grant IBM
rights and licenses granted under this Agreement. Contractor shall obtain
IBM's prior written approval before incorporating the materials of a third
party in the Deliverables.
5. No license or right is granted to Contractor either expressly or by
implication, estoppel, or otherwise to publish, reproduce, prepare
derivative works of, distribute copies of, publicly display or perform any
of the Deliverables except preexisting materials of Contractor, either
during or after the term of this Agreement.
6. The Contractor shall satisfactorily complete and return to IBM, when
required, a Vendor Certificate of Originality, as specified in Exhibit 1 of
this Agreement. This pertains to all programming software work at the
completion of such software work or earlier if so requested by IBM. The
acceptance of the properly completed certificate is a condition of final
payment by IBM for the finished material.
--------------------------------------------------
1.10 INVENTION RIGHTS
1. Contractor shall promptly make a complete written disclosure to IBM of
each Invention, specifically pointing out the features or concepts which
Contractor believes to be new or different.
2. Contractor hereby assigns to IBM, its successors, and assigns, any
Invention together with the right to seek protection by obtaining patent
rights therein, and to claim all rights of priority thereunder, and the
same shall become and remain IBM's property whether or not such protection
is sought.
3. Contractor shall, upon IBM's request and at IBM's expense, cause patent
applications to be filed on any Invention, through solicitors designated by
IBM and forthwith assign all such applications to IBM, its successors and
assigns. Contractor shall give IBM and its solicitors all reasonable
assistance in connection with the preparation and prosecution of any such
patent applications and shall cause to be executed all such assignments and
other instruments and documents as IBM may consider necessary or appropriate
to carry out the intent of this Section.
4. To the extent that IBM has the right to do so, IBM hereby grants to
Contractor an irrevocable, nonexclusive, nontransferable, and fully paid-up
license throughout the world under any Inventions assigned to IBM pursuant
to this Section and under any patents throughout the world issuing thereon
including reissues, extensions, divisions, and continuations thereof;
provided, however, that such license is not applicable to any Inventions,
patent applications, or patents related to appearance designs.
5. Nothing contained in this Agreement shall be deemed to grant either directly
or by implication, estoppel, or otherwise, any license under any patents or
patent applications arising out of any other inventions of either party.
--------------------------------------------------
1.11 CONTRACTOR'S EMPLOYEES
1. Contractor shall have an appropriate agreement with each of its employees or
others whose services Contractor may secure to perform hereunder,
sufficient to enable it to comply with all of the terms of this Agreement
including this section.
2. Contractor agrees to take appropriate preventive steps before the assignment
of any of its employees to perform work under this Agreement that it
reasonably believes will ensure that its employees and its subcontractors'
employees at any level will not engage in inappropriate conduct while on
IBM premises. Inappropriate conduct shall include but is not limited to:
being under the influence of or affected by alcohol, illegal drugs, or
controlled substances; the manufacture, use, distribution, sale/or
possession of alcohol, illegal drugs, or any other controlled substance
except for approved medical purposes; the possession of a weapon of any
sort; or harassment, threats/or violent behavior. Violation of this
provision may result in termination of this Agreement and any other remedy
available to IBM at law or in equity.
3. Contractor agrees to distribute the following notice concerning sexual
harassment to any of its employees who are assigned to work on IBM premises:
"IBM is committed to providing a work environment free from sexual
harassment. Sexual harassment is unwelcome sexual conduct which has the
purpose or effect of unreasonably interfering with an individual's work
performance or which creates an offensive or hostile work environment.
If you believe that you have been the victim of sexual harassment while
working on IBM premises, you are
encouraged to report such incidents directly to your employer and
directly to IBM by calling IBM Corporate Security at 8/251-4885 or
(▇▇▇) ▇▇▇-▇▇▇▇ between 8:30 a.m. and 5:00 p.m. Eastern time. If you are
calling long distance from outside IBM, you may call this number
collect. All complaints to IBM of such conduct will be investigated
promptly and dealt with appropriately."
4. IBM shall have access to the documentation necessary to verify compliance
with Contractor's commitment in this entire section.
5. IBM may, at its sole discretion, request that Contractor remove any specified
employees of Contractor from IBM's premises and that they not be reassigned
to any IBM premises under this Agreement. No reason is required of IBM for
such request. Contractor hereby agrees to take action immediately to remove
such specified employees and to ensure that such reassignment does not occur.
6. Personnel supplied by Contractor shall be deemed employees of Contractor and
shall not for any purpose be considered employees or agents of IBM.
Contractor assumes full responsibility for the actions of such personnel
while performing services pursuant to any purchase order issued hereunder
and shall be solely responsible for their supervision, daily direction and
control, payment of salary (including withholding of income taxes and social
security), worker's compensation, disability benefits, and the like.
7. Except as specified in attachment A: Statement of Work, Section 3.6, all
training of Contractor's employees shall be conducted by the Contractor. In
the event that IBM conducts such training of Contractor's employees,
Contractor shall reimburse IBM for such training at a price not less than the
Training Specialist ▇▇▇▇ rate specified in Section 3.12.
8. Contractor shall not conduct non-production meetings, hold perspective
employee interviews, or terminate employees on IBM premises.
9. In the event of cancellation, termination or expiration of this Agreement,
Contractor shall not prohibit its employees assigned to work under this
Agreement from seeking immediate employment with IBM or another third party
employer. The management and teamleader positions are excluded from this
provision.
--------------------------------------------------
1.12 IBM REGULATIONS & POLICIES
Contractor personnel are not eligible to use or to participate in the following:
IBM Credit Union
IBM Club recreational or social activities
Voluntary education programs
IBM Suggestion Program
Any IBM awards program
Cashier
Contractor personnel shall not make personal use of:
IBM tools, test equipment, etc.
IBM bulletin boards
Telephones
Copiers
Internal computing systems
Contractor personnel shall:
Wear badges at all times and comply with all IBM security procedures
Not remove any IBM property nor take any work off IBM premises
Comply with Confidential Information Section of this Agreement
While working at IBM, contractor personnel shall observe the following rules:
No liquor or drug abuse
No fighting, horseplay, etc.
No dishonesty
No firearms, knives, or other weapons
No foul language
No gambling
No promiscuous conduct
No solicitation
No ethnic or racial or sexual jokes or slurs
No sexual harassment
No threats
No misuse of IBM assets including copiers, systems, or facsimiles
--------------------------------------------------------------------------------
1.13 Former IBM Employees
1. Contractor shall inform IBM Purchasing when Contractor plans to assign a
former IBM employee to perform work under this Agreement whether or not on
IBM premises. IBM reserves the right to approve or to disapprove the
assignment.
2. Nothing contained in this Agreement shall be construed as granting to
Contractor or any employee of Contractor rights under any IBM employee
benefit plan.
--------------------------------------------------------------------------------
1.14 Insurance
1.14.1 General Requirements
Supplier shall, at its own expense, provide and keep in full force and effect
during the term of the Agreement at least the following kinds and minimum
amounts of insurance covering its services in the state(s) in which the work is
to be performed.
1. Worker's Compensation Insurance and Employer's Liability Insurance.
2. Commercial General Liability Insurance including personal and advertising
injury with the following extensions of coverage:
2.1. "Premises Operations"
2.2. "Products and Completed Operations" for two years following expiration
or termination of the Agreement.+
2.3. "Contractual Liability" for the liability assumed by Supplier under the
Section entitled "Indemnification"
General Liability Insurance requirements for sole proprietors operating as
IBM suppliers will be satisfied by procuring a Business Owners Policy with a
$1,000,000 limit of liability.
3. Comprehensive Automobile Liability Insurance for personal injury and property
damage for owned and non-owned, and hired vehicles used by Supplier while
performing service in connection with the Agreement.
4. Supplier shall provide IBM with a Certificate of Insurance upon request
evidencing the insurance specified in this Section.
5. Insurance coverage must include the following requirements:
5.1. IBM named as Certificate holder.
5.2. Minimum of 30 days notice of any changes or cancellations to policy
5.3. IBM named as an additional insured under 2 and 3 above.
+Note: Products and Completed Operations Coverage not required of suppliers
who are not at all involved in the manufacturing or sales process related to
products (i.e.: consultants, maintenance).
1.14.2 Minimum Limits of Coverage
COVERAGE MINIMUM LIMITS
--------------------------------------------------------------------------------
Worker's Compensation ... Statutory requirements of the state of which the
work is to be done.
Employer's Liability ... Not less than $100,000
Commercial General Liability++
A. Bodily Injury ... $1,000,000 each occurrence
B. Property Damage ... $1,000,000 each occurrence
$1,000,000 combined single limit acceptable for A&B.
++Includes Premises Operations, Products and
Completed Operations, and Contractual Liability.
Comprehensive Automobile Liability
(owned, non-owned and hired)
A. Bodily Injury ... $250,000 each person
... $500,000 each occurrence
B. Property Damage ... $200,000 each occurrence
--------------------------------------------------------------------------------
1.15 Contractor Safety on Premise
1. At their own expense, Contractor or its Subcontractors of any tier entering
IBM's premises shall comply with the Occupational Safety and Health Act of
1970, as amended, and all regulations and standards.
2. Contractor shall notify IBM promptly in writing if a charge of non-compliance
with the Occupational Safety and Health Act of 1970, as amended, has been
filed against the Contractor
in connection with any services being performed hereunder on IBM owned or
leased premises.
3. For Contractor's projected to work 500 hours or more at an IBM location
providing construction or manufacturing type services, Contractor must
provide evidence of a satisfactory safety program to IBM consisting of the
following elements and performance standards at IBM's request:
. Contractor's OSHA Accident/Illness Frequency Rate number, no greater than
industry average for SIC code (annually).
. Contractor's SIC Code.
. Contractor's OSHA 200 Log (copy) if contract extends beyond one year.
. Contractor's OSHA Lost Workday Frequency Rate (Preferably below 1.5).
. Contractor's Workers Compensation Experience Modification Rate (EMR) (Rate
no greater than 1.0, without evidence of Contractor's progress toward this
level).
. Contractor's Safety Officer responsible for administering Safety and Health
programs.
. Copy of Contractor's Safety Program that addresses all aspects of the work
to be performed for IBM such as Protective Equipment, HAZCOM, Lockout
Tagout, Electrical Safety Work Practices, Confined Space, Accident
Reporting, and General Office Safety.
. Copy of Contractor's training programs for those tasks requiring specific
safety related training.
4. General Contractors must ensure that any subcontractors they bring on IBM
premises must also meet the above criteria.
5. IBM shall monitor and evaluate Contractor's performance under this section.
Any non-compliance may result in termination of this Agreement. Past and
present performance under this section will be considered in the awarding of
future business.
--------------------------------------------------------------------------------
1.16 Indemnification
Contractor will at its expense, indemnify, defend and save IBM harmless against
any claims (including costs of litigation and attorneys' fees, loss, damage,
penalty, fine, or expense whatsoever) resulting from:
1. a breach or alleged breach of Contractor's warranties or representations
under this Agreement;
2. Contractor's failure to comply with any governmental law, statute, ordinance,
administrative order, rule, or regulation;
3. Contractor's or Subcontractor's failure to comply with the Occupational
Safety and Health Act of 1970, as amended, and all regulations and standards;
4. for personal injury or death to persons and damage to property (including
IBM's property) arising out of or in connection with or resulting from
operations under this Agreement to the extent that such injuries, deaths, or
damage are caused by the Contractor or any of its Subcontractors or by anyone
directly or indirectly employed by any of them;
5. any alleged or actual infringement by any Deliverable, or any preexisting or
third party materials from which any Deliverables are prepared, of a patent,
copyright, trademark, trade secret, or other intellectual property right,
privacy or similar right of any third party, in any country in the world.
Contractor shall notify IBM if Contractor is or becomes aware of any right of,
or protection accorded to, a third party as set forth above that might affect
Contractor's ability to provide goods under this Agreement or limit IBM's
freedom to use or sell such goods anywhere in the world. IBM shall provide
notice to Contractor of any such proceeding or claim of which it becomes aware.
IBM may actively participate in any such proceedings at its own expense.
Contractor shall have no liability for required compliance by Contractor with
written specifications furnished by IBM if such infringement cannot be avoided
by the Contractor in complying with such specifications.
--------------------------------------------------------------------------------
1.17 Environment
1. Contractor certifies that it is currently in compliance and that it shall
comply with all federal, state, and local laws, rules, orders, and
regulations relating to the protection of the environment and related
matters. Contractor acknowledges that any chemical, material, or waste that
may be used or generated in its processes is solely its responsibility to
properly handle, use, store, treat, and dispose of in accordance with the
applicable environmental laws and regulations.
2. Contractor agrees to provide IBM promptly, upon request, with any and all
relevant information concerning its compliance with applicable environmental
laws and regulations, including copies of required permits, EPA ID Numbers,
waste manifest documents, and other appropriate federal, state, and local
authority required documentation. Contractor also agrees, upon reasonable
notice and during normal office hours, to permit IBM to inspect its premises
and to audit its relevant records for the purpose of determining Contractor's
compliance with all applicable environmental laws and regulations.
3. In the event that IBM specifications require the Contractor to use materials
or chemicals that are not commonly used by the Contractor, before commencing
work on the process, Contractor will represent in writing to IBM that it has
the necessary expertise to use, control, and dispose of any such materials or
wastes generated in the process, if any, in accordance with all appropriate
and applicable environmental laws and regulations.
--------------------------------------------------------------------------------
1.18 Compliance with Laws
1. General
Contractor shall, at its own expense, comply with all governmental laws and
regulations relating to its duties, obligations, and performance under this
Agreement, including without limitation, Executive Order 11246 (as amended)
of the President of the United States on Equal Employment Opportunity and the
Rules and Regulations issued pursuant thereto, all environmental laws,
ordinances, codes, rules, regulations, license and permit provisions,
guidelines and directives, the Immigration Reform and Control Act of 1986,
the Foreign Corrupt Practices Act, and the import and export laws and
regulations of the United States Customs Services, the United States
Department of Commerce and Department of State, and shall procure all
licenses and pay all fees and other charges required thereby.
Contractor shall notify IBM promptly, in writing, if a charge of non-
compliance with the Occupational Safety and Health Act of 1970 has been filed
against the Contractor in connection with services being performed hereunder
on IBM owned or leased premises.
2. Leased Employees and Management Services Organization
Contractor shall provide IBM any information about Contractor's personnel
that IBM is required by law to obtain, including information on "leased
employees" and "management services organization" as these terms are used in
Secs. 414(m), (n) and (o) of the Internal Revenue Code.
3. Former DOD Employees
Contractor warrants that no individual who is a former officer or employee of
the Department of Defense (DOD) who: left DOD service on or after April 16,
1987; and served in a civilian position for which the rate of pay is equal to
or greater than the minimum rate of pay for GS-13; or served in the Armed
Forces in a pay grade of 04 or higher; shall be employed or compensated for
services rendered under this Agreement within two (2) years after leaving
service in DOD without the specific written approval of IBM. If Contractor
requests such approval, Contractor agrees to provide IBM with any information
needed to comply with 10 USC 2397 (b) and (c).
4. DTC ITAR
Contractor warrants that it is not the subject of an indictment or conviction
of the criminal statutes enumerated in 22 CFR Part 120.24, or is ineligible
to contract with, or to receive a license or other approval to import defense
articles or defense services from, or to receive an export license or other
approval from any agency of the U.S. Government. Contractor must notify IBM
immediately if it becomes the subject of an indictment or conviction of the
criminal statutes enumerated in 22 CFR Part 120.24.
5. Contractor agrees that neither Contractor nor any of its agents or employees
will export or re-export any information of IBM or any process, product, or
service that is produced as a result of the use of such information to any
country specified in such Export Regulations as a prohibited destination
without first obtaining U.S. Government approval by application through IBM.
Upon request, IBM will advise Contractor of the countries then specified in
such regulations as prohibited destinations.
6. Boycotts
Contractor shall comply with Part 769 of the U.S. Export Regulations
concerning Restrictive Trade Practices or Boycotts.
Contractor may not alter or add any statements to IBM documentation
including, but not limited to IBM commercial invoices, IBM manifests,
carrier air waybills, ocean bills of lading, certificates of origin,
insurance certificates, consul documentation, or any other documentation.
Contractor may not provide any information whether positive or negative
concerning IBM's past, present, or future business:
6.1. With or in a boycotted country;
6.2. With any business concern organized under the laws of a boycotted
country;
6.3. With any national or resident of a boycotted country; or
6.4. With "Black List" organizations or persons.
Contractor will advise IBM of all boycott related requests that Contractor
receives in connection with any IBM shipment, including but not limited to
requests Contractor is required to report to the U.S. Department of Commerce
in accordance with U.S. regulations.
--------------------------------------------------------------------------------
1.19 Trademark
Nothing in this Agreement grants either party any rights to use the other
party's trademarks or trade names, directly or indirectly, in connection with
any product, service, promotion, or publication without the prior written
approval of the trademark owner.
--------------------------------------------------------------------------------
1.20 Monthly Report
Contractor with employees working on IBM premises shall submit a monthly report
due by the fifth (5th) of each month listing the employee names, IBM purchase
order numbers, and the rates of each of the Contractor's employees for the
previous month. This report shall be submitted to the procurement administrator
of this Agreement.
--------------------------------------------------------------------------------
1.21 Electronic Data Interchange / Electronic Funds Transfer
When business documents are transmitted electronically the following terms and
conditions apply:
1. Transmission - Each party may electronically transmit and receive documents
through the assistance of a network in accordance with mutually agreed upon
standards. Each party shall be responsible for all network charges. If both
parties use the IBM Information Network, the sender will be responsible for
the transmission costs.
2. Receipt - A document is received when it arrives at the receiving party's
mailbox. Upon receipt of any document, the receiving party shall promptly
send an acceptance which will conclusively establish receipt and content of a
document. If any document is received in an unintelligible or garbled form,
the receiving party shall promptly notify the originating party (if
identifiable from the received document) in a reasonable manner. In the
absence of such a notice, the originating party's records of the contents of
such document shall prevail.
3. Signature and Enforceability - Each party shall adopt as its signature an
electronic identification consisting of symbols or codes (User ID) that shall
be affixed to or contained in each document. Each party will maintain
security procedures to prevent unauthorized use or disclosure of its User ID.
Any document containing, or to which there is affixed, a User ID shall be
considered: (a) a "writing" or "in writing"; (b) to have been "signed"; (c)
an "original" when printed from electronic files or records established and
maintained in the normal course of business; and (d) "admissible" to the same
extent and under
the same conditions as other business records originated and maintained in
documentary form.
4. Confidential Information - The parties agree that all information
transmitted shall comply with the Confidential Information Section of this
Agreement.
5. Electronic Funds Transfer - By completing this Section, Contractor
authorizes IBM to initiate electronic credit entries to the account listed
below. Contractor agrees that such transactions will be governed by the
National Automated Clearing House Association rules. This authority is to
remain in effect until IBM has received written notification of termination
in such time and such manner as to afford IBM a reasonable opportunity to act
on it.
------------------------------------------------------------
Financial Institution:
------------------------------------------------------------
City, State
------------------------------------------------------------
Account Number: (max 17)
------------------------------------------------------------
Bank Routing/Transit Code: (max 9)
6. Limitation of Remedies - Neither party shall be liable to the other for
any special, incidental, exemplary, or consequential damages arising from or
as a result of: (l) any delay, omission, or error in the electronic
transmission or receipt of any documents; or (2) any delay, omission, or
error of an electronic credit entry by IBM even if the other party has been
advised of the possibility of such damages. In addition, neither party shall
be liable for any damages claimed by the other party based on any third party
claim. In no event will either party be liable for any damages caused by the
other party's failure to maintain security procedures to prevent the
unauthorized use or disclosure of its User ID.
--------------------------------------------------------------------------------
1.22 Utilization of Minority Owned Businesses
l. In support of the services and products being provided herein, Contractor
shall, when subcontract/purchasing opportunities exist, attempt to utilize
minority owned suppliers to fulfill requirements of this contract.
2. Upon IBM request, Contractor shall provide reports to include the name and
address of the minority owned suppliers utilized, description of services or
products provided, dollar value of services or products, and a summary of
efforts to utilize minority owned businesses.
3. A minority-owned business is defined as 51% or more owned and controlled by
members of the following minority groups: Black Americans, Hispanic
Americans, American Indians, native Hawaiians, Asian-Indian Americans, Asian-
Pacific Americans, American Eskimos or Aleuts. The minority-owned supplier
must certify their status.
--------------------------------------------------------------------------------
1.23 Taxes
1. Contractor is responsible for all federal and state payroll taxes such as
social security and unemployment taxes.
2. Contractor agrees to pay any taxes imposed by law related to the service
provided hereunder unless otherwise agreed to in writing by IBM.
--------------------------------------------------------------------------------
1.24 Gifts and Gratuities
Contractor shall not make or offer a gratuity or gift of any kind to IBM
employees or their families that could be viewed as relating to an actual or
potential business relationship with IBM. Gifts include entertainment, personal
services, favors, discounts, and other preferential treatment of any kind. IBM
will interpret any such action as an improper attempt to influence IBM employees
which will jeopardize IBM's relationship with the Contractor.
--------------------------------------------------------------------------------
1.25 Representations And Warranties
l. Contractor represents and warrants the originality of the Deliverables and
that no portion of the Deliverables or their use or distribution violates or
is protected by any copyright or other rights of any third party except as
provided in the fourth paragraph of the "Rights In Data" section of this
Agreement.
2. Contractor represents and warrants that it is under no obligation or
restriction nor will it assume any such obligation or restriction which would
in any way interfere or be inconsistent
with or present a conflict of interest concerning the services to be
furnished by Contractor under this Agreement.
3. Contractor represents and warrants that all Deliverables shall be free of any
computer code, programming instruction, or set of instructions that are
intentionally constructed with the ability to damage, interfere with, or
otherwise adversely affect computer programs, data files, or hardware.
4. In providing services under this Agreement, Contractor understands that IBM
does not wish to receive from Contractor any information which may be
considered confidential or proprietary to Contractor or to any third party.
Contractor represents and warrants that any information disclosed by
Contractor to IBM is not confidential or proprietary to Contractor or to any
third party.
5. Contractor represents and warrants that all Deliverables shall be free from
defects in design, materials, and workmanship for a period of one year
unless longer warranties are required in the Statement of Work in which case
the longer periods of time shall prevail.
6. Contractor represents and warrants that Contractor maintains comprehensive
general and vehicular liability insurance for claims for damages because of
bodily injury or death and property damage caused by or arising out of acts
or omissions of its employees.
Contractor further represents and warrants that Contractor maintains
sufficient contractual liability insurance to cover the liabilities assumed
by Contractor under this Agreement. In no event shall any insurance be
cancelled, be allowed to lapse or be materially modified without prior
written notice to IBM.
7. Contractor represents and warrants that in all dealings leading to the
execution of this Agreement, Contractor has been represented solely by its
own bona fide employees or agents and that it has not paid or agreed to pay
any other person any commission, percentage, brokerage, or contingent fee.
Contractor also warrants that it has not made and will not make any gifts,
loans, or grant other consideration to any employee of IBM, directly or
indirectly, in connection with this Agreement or otherwise. The falsity or
breach of either such warranty shall constitute a default under this
Agreement.
8. Contractor represents and warrants that the price of the products or
services purchased under this Agreement does not exceed the price charged by
Contractor to any other customer purchasing the same products or services in
like or smaller quantities, and under similar conditions of purchase.
9. Contractor represents and warrants that Contractor will not in any way,
directly or indirectly, at any time during the term of this Agreement or any
renewal thereof, or within two (2) years after its termination or expiration,
solicit, divert, take away, or attempt to solicit, divert or take away from
IBM any customers or prospective customers of IBM who were served by
Contractor during the term of this Agreement, or whose names and/or
addresses became known to Contractor in any manner during the term of this
Agreement. Contractor also represents and warrants that it will not, during
the term of this Agreement or within two (2) years thereafter, attempt or
seek to cause any of the customers of IBM to refrain from patronizing IBM and
will not assist any other persons to do so.
--------------------------------------------------------------------------------
1.26 Quality And Acceptance
1. Contractor shall establish a quality improvement plan that demonstrates
continuous quality improvement on the products and or services provided to
IBM. Contractor must conform to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ National Quality Award
criteria, the ISO 9000 Standards, or an equivalent documented quality
improvement process. IBM may audit Contractor's quality improvement plan for
conformance to this requirement.
2. Contractor shall notify IBM in writing at the earliest possible time of any
factor, event, or anticipated event that may affect Contractor's ability to
meet the requirements of any Statement of Work, including changes in the
assignment of key employees, strikes, or unavailability of critical
resources. The issuance of such notice shall not excuse the Contractor from
any default of performance obligation.
3. IBM shall have the right to conduct progress reviews at Contractor's place of
business to verify that Contractor's performance is in accordance with the
standards, specifications,
and other requirements of the Statement of Work. Contractor shall take all
actions necessary to correct any deficiencies identified by IBM during such
reviews. Contractor's failure to correct such identified deficiencies or to
obtain IBM's agreement on a plan to correct such deficiencies within ten (10)
work days after receipt of such notice and to diligently proceed in
accordance with such plan shall be grounds for termination of the Statement
of Work by IBM in accordance with the Termination Section of this Agreement.
4. IBM shall have the right to evaluate and to test each Deliverable in
accordance with the completion and acceptance criteria specified in the
Statement of Work. IBM shall provide Contractor with written notification of
its acceptance or rejection of the Deliverable. In the case of rejection or
partial or conditional acceptance, such notification shall state the reasons
for IBM's determination. Contractor shall correct any deficiencies preventing
final acceptance at no additional charge to IBM and obtain IBM's agreement on
a plan to correct such deficiencies within ten (10) work days after receipt
of such notification. Contractor's failure to correct such deficiencies or to
obtain IBM's agreement on such a plan and to proceed diligently in accordance
with such plan shall be grounds for termination by IBM of the Statement of
Work in accordance with the Termination Section of this Agreement.
--------------------------------------------------------------------------------
1.27 Cost Reduction
Contractor shall implement methods of improved productivity designed to
facilitate cost reductions resulting in price reductions to IBM of at least 3%
annually during the term of the Agreement. In the event that market conditions
permit Contractor to reduce its costs further, Contractor shall provide
additional cost reductions to IBM. In the event that market conditions beyond
Contractor's control offset some or all of the agreed upon annual price
reductions, Contractor shall notify IBM in writing, detailing the market
conditions. If IBM agrees that such market conditions exist, IBM and Contractor
shall negotiate in good faith to reach a mutually agreeable price reduction.
--------------------------------------------------------------------------------
1.28 General Provisions
1. The rights and obligations of Sections titled Payment and Records,
Confidential Information, Rights in Data, Invention Rights, Compliance with
Laws, IBM Trademarks, and Warranties shall survive and continue after any
expiration or termination of this Agreement and shall bind the parties and
their legal representatives, successors, heirs, and assigns.
2. This Agreement does not imply any commitment to purchase products or
services by either party.
3. IBM may at any time have others provide like or similar services provided by
the Contractor as specified in the Statement of Work or purchase orders or
may elect to accomplish like or similar work itself.
4. Contractor shall not disclose the existence of this Agreement or any of its
terms and conditions or the fact that Contractor has furnished or contracted
to furnish IBM services under this Agreement without the prior written
consent of IBM.
5. Neither party shall be responsible for failure to fulfill its obligations
under this Agreement due to fire, flood, war or other such cause beyond its
control and without its fault or negligence (excluding labor disputes)
provided it promptly notifies the other party.
6. The laws of the State of New York govern this Agreement.
7. Both parties agree to waive their right to a trial by jury in any dispute
arising out of this Agreement.
8. No delay or failure by either party to act in the event of a breach or
default hereunder shall be construed as a waiver of that or any subsequent
breach or default of any provision of this Agreement.
9. The prevailing party in any legal action hereunder shall be entitled to
reimbursement by the other party of its expenses including, without
limitation, reasonable attorney's fees.
10. Any terms of this Agreement which by their nature extend beyond their
expiration or termination shall remain in effect until fulfilled and shall
bind the parties and their legal representatives, successors, heirs, and
assigns.
11. The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
--------------------------------------------------------------------------------
1.29 Notices
Unless otherwise provided in this Agreement, all notices required or permitted
hereunder shall be in writing and shall be given by personal service or sent by
registered, certified or express mail, reputable overnight courier service or
facsimile with receipt confirmed:
International Business
Machines Corporation
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇. ▇▇▇▇ / ▇▇▇. 001H
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------------
1.30 Modifications
Except as specifically provided herein, this Agreement may not be amended or
modified except by a formal amendment signed by both parties.
--------------------------------------------------------------------------------
1.31 Authority
Wherever the word "IBM" appears in this Agreement with respect to authorization
for such items as Subcontracting; Delegations; Modifications; Termination and
Cancellation, the word is deemed to mean and only mean IBM's Purchasing
Department. No other person or department of IBM so authorized to act. Claims by
Contractor for adjustments, increases, and increments to price or for added
costs resulting from the foregoing items will not be allowed unless the said
authorization shall have been duly granted in writing prior to implementation by
IBM's Purchasing Department.
--------------------------------------------------------------------------------
1.32 Rate Schedule
The rates for all Deliverables and associated services committed by IBM under
this Agreement shall be as specified in the Statement of Work and on the
purchase orders issued by IBM and accepted by the Contractor.
--------------------------------------------------------------------------------
1.33 Delivery Schedule
Deliverables shall be completed and delivered in accordance with the Statement
of Work and purchase orders issued hereunder.
Time is of the essence in Contractor's furnishing Deliverables to IBM.
Contractor shall apply best efforts in providing Deliverables to IBM. If
Contractor fails to provide the Deliverables on time, IBM may purchase elsewhere
and may, unless Contractor's delay was due to unforeseeable causes beyond its
control and without its fault or negligence, charge Contractor with all losses
incurred.
--------------------------------------------------------------------------------
1.34 Term
This Agreement dated October 04, 1995 shall become effective the date both
parties have signed this Agreement and shall expire on October 31, 1997.
--------------------------------------------------------------------------------
1.35 Termination and Cancellation
1. Either party may terminate this Agreement for convenience upon sixty (60)
days prior written notice to the other party.
2. Either party may terminate this Agreement in the event of a material breach
of this Agreement by the other party provided the party in breach is given
written notice and fails to cure such breach within thirty (30) days.
Contractor shall, upon receipt of notice to terminate, stop all work being
performed and cancel subcontracts associated therewith. Any outstanding
purchase orders shall terminate upon termination of this Agreement. IBM's
sole liability for termination of each purchase order outstanding as of the
date of termination shall be to pay at rates specified in the purchase
orders for satisfactory work performed under the purchase orders as of the
date of termination and for expenses or other direct charges incurred by
Contractor from which Contractor cannot decommit itself. Any such amount
shall not exceed the amount specified for the work in such terminated
purchase orders.
3. Purchase orders issued by IBM under this Agreement and accepted by Contractor
may be cancelled by IBM, in each case without further liability thereunder,
as follows:
Purchase orders, or portions thereof, covering services of Contractor's
personnel to be performed on or off IBM premises, may be cancelled on twenty-
four (24) hours written notice.
Purchase orders issued under a Government contract may be cancelled at any
time upon written notice.
In the event of cancellation, termination, or expiration of any purchase
order issued hereunder, all work in process thereunder in Contractor's
possession shall be forwarded to IBM, and IBM shall make payment at the
specified rates for satisfactory services performed to the effective date of
cancellation, termination, or expiration of such purchase order.
--------------------------------------------------------------------------------
1.36 Entire Agreement
The foregoing terms and conditions, together with the referenced Attachments,
are the complete and exclusive expression of the agreement between the parties,
superseding any prior agreements, written or oral, relating to the subject
matter of this Agreement notwithstanding anything contained in any document
issued by Contractor.
--------------------------------------------------------------------------------
1.37 Order of Precedence
In the event of any inconsistency or conflict in the provisions of these
documents, the order of precedence shall be:
1. The foregoing terms and conditions;
2. Attachments referenced herein.
3. Purchase orders
4. Purchase order attachments
--------------
2.0 Signatures
In witness whereof, the parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives.
International Business Computer Generated Solutions, Inc.
Machines Corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
/s/ ▇. ▇. ▇▇▇▇▇▇ 10/5/95
Title: President
---------------------------
▇. ▇. ▇▇▇▇▇▇ Date: 10/6/95
Location Procurement Manager ---------------------------
-----------------------------------
3.0 Attachment A: Statement of Work
--------------------------------------------------------------------------------
3.1 Project Description
When an IBM customer requires assistance, they place a request call through the
Call Management Centers (CMCs). That call is taken by a Customer Service
Representative (CSR) employee and entered into the appropriate system for
assignment. These calls are taken for a variety of customers on a variety of
customized applications.
The Contractor Customer Service Representative (CSR) works directly with IBM's
customers, IBM's Customer Service Engineers (CE) and IBM's internal support
organizations. It is expected that the CSR will be courteous and professional at
all times. They must be able to communicate clearly and effectively by phone
while being complete, accurate and timely in gathering required information. In
addition, they must provide navigational and informational services to customers
who require additional service or information within the IBM support network.
They are expected to search various databases, make appropriate updates, and
maintain those databases within a specified criteria. In addition, each CSR is
expected to adhere to the quality processes currently in place which measures
timeliness, accuracy, and professionalism. See Section 3.9 for acceptance
criteria.
It is the goal of the CSR team to become a single point of value for each call
received. That value may include, but is not limited to, information sharing,
information gathering, product entitlement and call navigation. We anticipate
the role of this function will continue to expand as more business opportunities
are identified. It is vital that the Contractor be flexible in meeting the
requirements of these future opportunities.
Contractor agrees that, by October 30, 1995, Contractor shall have hired at
least 90% of the supplemental employees currently employed by IBM in each of
the Atlanta and Dallas Call Management Centers for the positions listed in
Section 3.2 of this Statement of Work. The failure of Contractor to comply with
this paragraph shall permit IBM to immediately cancel this Agreement at
IBM's sole discretion and with no liability on the part of IBM.
--------------------------------------------------------------------------------
3.2 Manpower
The estimated number of personnel required to perform each task is listed below,
however, the number of personnel may change with the written concurrence of the
IBM Coordinator and Contractor Supervisor. Job descriptions are provided in
Section 3.5.
Table 1. Estimated Headcount
JOB DESCRIPTION ATLANTA DALLAS
Customer Service Representative **** ****
SESA Coordinator ****
Senior Customer Service Representative **** ****
Training Specialist **** ****
Team Leader **** ****
Receptionist **** ****
Graphics Coordinator **** ****
Operational Support Manager **** ****
--------------------------------------------------------------------------------
3.3 Work Schedules
The following identifies the work schedules:
. The CMC's operate 24 hours per day, 7 days per week
. Holiday work will be required
. Overtime may be required
--------------------------------------------------------------------------------
3.4 Skill Requirements
The following list outlines the general skills required to perform all job
descriptions listed in this section:
. Very good verbal communication skills which are clear, understandable and
precise
. Be professional and courteous at all times
. Above average typing skills
. Good listening skills
. Above average reading comprehension skills
. Learn and follow procedures
. Strong customer service skills and temperament which includes diffusing
upset customers.
. Administrative and organizational skills
. Multiplexing skills
. Knowledge of OS/2
. Freelance skills for graphics person
. Computer navigation skills
. Telephone handling skills
**** Confidential treatment is being requested for these portions of this
agreement.
--------------------------------------------------------------------------------
3.5 Job Descriptions
The following job descriptions serve only as guide as to the types of
responsibilities within each job category. They are subject to change
at any time by the IBM Coordinator.
1. Customer Service Representative (CSR)
Position Concept: As the initial customer contact for IBM service, the CSR's
professional communications and ultimate decision making responsibility
directly impact IBM customers' degree of service delivery satisfaction.
Effective communication of service offerings and efficient execution of the
call process facilitates the request for service. The CSR must extract
pertinent call information from the customer to ensure the service request is
handled timely and properly. Service delivery concerns are proactively
communicated to appropriate escalation levels. CSRs utilize the NSS system
to record information and assign calls to the appropriate service
representative or organization. They must remain knowledgeable of new service
offerings and call procedures. In addition, the CSR may be required to
research customer entitlement, navigate informational requests, take
Hardware/Software service calls, and/or track Finders M/A information.
Responsibilities
. Receive customer request for Hardware and Software service. Be thoroughly
knowledgeable of current service offerings, billable information, and
entitlement process. Question customer to obtain product service and
entitlement options to properly assign provider of service and determine
urgency of request. Take personal ownership of each call received and
aggressively seek to improve customer satisfaction.
. Utilize resource materials in directing customer inquiries that are not
service related. Inform appropriate contact of information changes. Be
thoroughly knowledgeable of resource materials and give assistance when
required. Escalate unresolved inquiries to resolution.
. Navigate informational and procedural calls as required.
. Be thoroughly knowledgeable and assist with backup procedures when
required.
. Maintain a working knowledge of special operating procedures used to
interface with internal organizations relating to critical customers.
. Be thoroughly knowledgeable of special operating procedures to interface
with external providers of service (Customized Operational Service, Multi
Vendor Support (MVS), etc.). Ensure special operating procedures are
understood and adhered to.
. Recognize customer complaints that need to be escalated. Demonstrate
quality communication skills and exhibit high level of professionalism and
extreme sensitivity to customer satisfaction. Follow appropriate
procedures and use good judgement in reporting complaints.
. Identify any National Service Support (NSS), Computer Aided Dispatch
(CAD) or OASIS discrepancies or omissions (i.e. prescreens, alias) and
notify appropriate resource.
. Use courtesy, tact and discretion in all communications with customers,
vendors and IBM personnel. Exhibit a high level of professionalism and
utilize good judgement to inform manager of potential problems.
. Maintain knowledge and operation of all CSR equipment. Utilize basic
problem determination and follow reporting procedures.
. Follow internal IBM phone guidelines pertaining to professionalism, hold
and knowledge.
. Perform entitlement on service contracts when required.
. Input Finders requests when notified by the field.
2. SESA Coordinator
Position Concept: Is responsible for making follow-up survey calls to
customers concerning their satisfaction with a specific process. The
coordinator will extract all pertinent information through a database provided
and complete a preset number of surveys per day. That preset number is
described in Section 3.8, Measurements.
Responsibilities
. Obtains pertinent information from required databases.
. Makes outgoing calls to customer contacts provided by IBM internal
databases
. Demonstrates courtesy, tact and discretion in communications, so as to
present a favorable company image
. Input customer comments and survey results so that they match the opinions
of the customer
. Make internal phone audits and record results as required
. Escalate customer complaints using established processes
3. Senior Customer Service Representative
Position Concept: Provide leadership to CSRs and be focal person for
operational questions. Maintain expert knowledge of customer service duties
and review/monitor to ensure procedures are followed. Aggressively monitor
NSS in order to recognize and handle potential service delivery concerns.
Take a pro-active role in identifying and resolving customer satisfaction
inhibitors. Implement a strategy with other seniors and team leaders to
maintain balanced workload for customer hold times. Offer first level of
escalation to CSRs for customer complaint situations. Evaluate training.
Maintain expert knowledge of all CSR responsibilities. Prepare regular and
special reports for IBM. Maintain expert knowledge of backup system
procedures. Perform CSR duties as required.
Responsibilities
. Become an expert resource for CSRs and assist in interpreting current
service offerings, billable information and entitlement process.
Administer training as required. Enhance customer satisfaction through
personal ownership of identified problems and aggressively seek
resolution. Escalate when appropriate.
. Monitor/review receive call activity and pro-actively identify potential
customer situations.
. Become an expert in call management criteria, measurement objectives, and
special programs. Identify problems when objectives will not be met and
make recommendations to the management team.
. Maintain an expert knowledge of resource materials utilized to direct
customers' inquiries that are not service related. Act as a resource and
focal escalation point for unresolved inquiries and updating resource
materials. Responsible for timely follow-up and extreme responsiveness to
customer inquiries.
. Maintain expert knowledge of system backup procedures and initiate when
required. Ensure each CSR has backup and that current backup materials are
readily available. Resolve CSR difficulty in obtaining system backup and
escalate if necessary.
. Maintain expert knowledge in and ensure that special operating procedures
are followed to interface with external providers of service. Provide CSR
training and assistance when necessary.
. Review, maintain, and ensure an accurate database using branch office
input. Ensure database integrity and update procedures are followed.
Responsible to coordinate database activity. Recommend solutions to
database problems and implement.
. Handle customer complaints effectively and recognize need for escalation.
Follow appropriate procedures and exercise good judgement in escalation
and resolving complaints. Maintain records.
. Demonstrate courtesy, tact, and discretion in all communications with
customers, vendors, and IBM personnel. Exhibit a high level of
professionalism at all times. Utilize good judgement informing management
of potential problems. Set example and give guidance to CSCs as required.
. Provide work direction and support to CSRs for the implementation of
special programs and for the short-term solution of temporary workload
imbalances. Maintain CSR lunch schedules and track vacation. Ensure CSR
coverage.
4. Training Specialist
Position Concept: Provides training of suppliers personnel.
Responsibilities
. Provide training and assistance as required. Update training materials and
conduct training seminars for CSR when needed. Evaluate training and make
recommendations to management and assist with training difficulties.
. Maintain thorough knowledge of and be able to operate all CSR workstations
and ACD agent equipment. Follow correct problem determination and
reporting procedures. Utilize good judgement when following the correct
escalation procedures.
5. Team Leader
Position Concept: Serves as a "functional" leader in an environment where
employee to management ratios make it difficult to prioritize and balance
workload and maintain a high level of operational efficiency.
Responsibilities
. Operates complex office systems to prepare correspondence, foils, and
documents.
. With minimal management assistance, coordinate flow and prioritize "team"
workload.
. Balances workload; ensuring coverage and a high level of operational
efficiency.
. Drives team quality measurements.
. Monitors services support activity and exposures.
. Develops and implements internal customer satisfaction plans and
programs.
. Ensures team self-assessment audits are conducted and based on outcomes
recommends corrective action plan to management.
. Coordinates meetings, training and other workload inhibitors.
. Maintains a high level of systems expertise for required business area.
. Assumes additional responsibilities as required.
6. Receptionist
Position concept - Answers the "must answer" line in the Call
Management Center while controlling entry to the branch office and
receiving visitors.
Responsibilities
. Greets, ascertains pertinent information, and registers visitors. Helps
identify, locate and contact persons to be visited. Gives internal
and external directions. Ensures that no one is detained in the
reception area beyond a reasonable length of time.
. Answers the "must answer" line in the Call Management Center. Pages person
to be contacted when appropriate or navigates the call to the requested
function. Ensures callers are greeted professionally, given the proper
information and not left on hold longer than the IBM standard.
. Collects and distributes mail from/to the CMC personnel.
. Ensures only authorized persons are permitted into the facility and
ensures escorts are provided when necessary. Reports security concerns to
appropriate Contractor/IBM management.
. Handles special situations such as outside solicitations, providing
information about employees, etc., in accordance with company policies and
practices.
. Demonstrate courtesy, tact and discretion in communications, so as to
present a favorable company and site image.
. As required, initiates and maintains appropriate files and reports.
. Perform other administrative tasks such as typing, filing, scheduling
conference rooms, conference rooms, ordering supplies, updating the
organizational chart and updating calendars.
. Back-up branch secretary when required.
. Work requests will be received from IBM personnel.
. Perform other duties as assigned.
7. Graphics Coordinator
Position Concept: Is responsible for creating and updating quality process
and presentation charts on a timely basis. Primarily uses Lotus Freelance as
the software on a PS/2 type machine. Will operate equipment associated
with producing high-quality charts such as printers and plotters.
Responsibilities
. Operates basic graphics equipment and programs.
. Tracks due dates on process charts.
. Updates and distributes process charts monthly.
. Provides assistance for other presentation charts.
. Performs other duties, as assigned.
. Maintains softcopies of all charts created.
. Ensures equipment used is maintained and usable.
. Work requests will be received from IBM personnel.
8. Operational Support Manager (OSM)
Position Concept: Is the first line manager responsible for resource
planning and operational support in the CMC.
Responsibilities
. Interprets IBM's policies, practices and procedures for territory.
. Maintains effective performance planning, counseling, evaluation and
development programs to properly evaluate employee performance and to
enhance career growth.
. Analyze performance of functions within areas of responsibility. Makes
recommendations for operational enhancements and implements action as
appropriate.
. Works closely with IBM as an interface to ensure high levels of
performance, productivity and customer satisfaction.
. Determines manpower requirements and develops plans for area of
responsibility.
. Analyzes financial performance and recommends a course of action to IBM.
Maintains control of direct expense involved with operation of assigned
area.
. Organizes and conducts frequent department meetings. Makes presentations
on areas of responsibility in branch meetings.
. Responsible for records retention management and compliance and
security for all pertinent documents.
. Assumes additional responsibilities as required.
--------------------------------------------------------------------------------
3.6 Training
1. Initial process training for contract initiation will be provided by IBM.
Any new product training deemed necessary by IBM will be provided by IBM.
The Contractor's training specialist will then assume responsibility for on-
going training and orientation of new and replacement personnel at the
training rate.
2. Contractor shall have sufficient personnel trained to ensure that quality of
service is met throughout the term of this Agreement. IBM shall pay for this
training only if conducted during the employee's first thirty (30) days of
work under this Agreement and at the Customer Service Trainee rate
specified in Section 3.12. This payment shall not exceed a percentage of the
total productive time billed. This percentage shall be determined by IBM
and the Contractor after the initial training of personnel under this
Agreement.
--------------------------------------------------------------------------------
3.7 Transitional Training
In the event of cancellation or at the expiration of this Agreement, Contractor
agrees to provide a minimum of fifteen (15) days transitional training to a
supplier to be specified by IBM if other than Contractor. Said training shall
be conducted by an adequate number of Contractor employees to ensure continuity
of service at a competent level of performance. IBM shall pay for such training
at the rates specified in the Statement of Work for the job descriptions of the
employees providing such training. Contractor shall ensure that it continues to
meet all performance and quality requirements specified in the Statement of Work
throughout such training period.
--------------------------------------------------------------------------------
3.8 Measurements
Specific measurements will be developed by the supplier and IBM to
gauge performance and quality requirements. Overall areas measured will
include but are not limited to:
. Qualification of staff
. Adherence to CMC training modules provided to Contractor as may be
modified/updated from time to time by IBM
. Customer satisfaction
. Quality control
- Call Hold time less than 10 seconds on average
- SESA calls greater than 99.7%
- Accuracy in taking calls greater than 99.0%
- Under 2% abandonment rate
- Minimal CMCALERTS and Customer Situation Information System (CSIS)
incidents (actual formula to be determined)
- Average 32 complete SESA surveys per day per headcount
- Failure to meet any of the measurements identified in this Section, as
modified, shall be deemed material breach of this Agreement. However,
Contractor shall have one hundred and twenty (120) days from the date
hereof to meet those measurements that are currently not being met by the
CMC's before this provision will take effect with respect to
measurements.
--------------------------------------------------------------------------------
3.9 Acceptance Criteria
Initial acceptance will depend on evaluation of the vendor's ability to meet the
scope defined in this document. Key criteria that will be reviewed includes but
not limited to:
. Cost
. Quality
. Management
--------------------------------------------------------------------------------
3.10 IBM Responsibilities
IBM is responsible for the following:
. Existing CMC Processes and Procedures
. IBM Site Safety, Security and personnel conduct policies
. Hardware/Software/Tools as described below (IBM Business use only)
. Office facilities in Dallas and Atlanta Call Management Centers
. Personal shared workstation and required software
. Phone, headset, and phone system
. Access to required systems/tools
- NSS
- OASIS
- RETAIN
- VM
- HONE
- IS
- AUTOQUALITY if used
- P&Q REVIEW if used
- PRMS
- CSIS
. Access to any additional required equipment
. Badge access to assigned location
Note: The Contractor shall follow the practices, procedures and priorities of
IBM in the use of IBM equipment, systems, and tools.
--------------------------------------------------------------------------------
3.11 Contractor Responsibilities
The Contractor is responsible for the following:
. Answer customer requests in a timely, professional, and accurate manner
. Monitor quality using the Autoquality System or an equivalent system.
. Perform entitlement on service requests
. Ensure operating processes and procedures are accurately followed
. Assist in updating these processes and procedures as required
. Update customer database records
. Ensure skill requirements are met, maintained and updated
. Provide effective management of personnel and workload
. Train any additional personnel required after initial training
. Support and adhere to ISO9000 registration when complete and all other CMC
quality programs (Contractor personnel will talk to ISO9000 auditors
when asked)
. Evaluate work performance and increase or decrease to allow for efficiencies
or increased workload at IBM's approval
. Contractor shall supply for IBM's review and approval, transition and
implementation plans to meet targets
. Contractor management is expected to have regular status meetings
and provide written reports regularly
. Adhere to IBM Site Safety, Security and personnel conduct policies
. Define process which manages new requirements from IBM
. Monthly Quality updates and action plans
--------------------------------------------------------------------------------
3.12 Rate Schedule
Table 2. Rate Schedule - Atlanta
Job Description $/HR $/HR
Pay Rate ▇▇▇▇ Rate
Customer Service Rep. **** ****
SESA Coordinator **** ****
Customer Service Trainee* **** ****
Senior Customer Service Rep. **** ****
Training Specialist **** ****
Team Leader **** ****
Receptionist **** ****
Graphics Coordinator **** ****
Operations Support Manager **** ****
Table 3. Rate Schedule - Dallas
Job Description $/HR $/HR
Pay Rate ▇▇▇▇ Rate
Customer Service Rep. **** ****
SESA Coord. **** ****
Customer Service Trainee* **** ****
Senior Customer Service Rep. **** ****
Training Specialist **** ****
Team Leader **** ****
Receptionist **** ****
Graphics Coordinator **** ****
Operations Support Manager **** ****
. Notes
-- *CSR Trainee rate is based upon a **** reduction from the regular
rate. This rate shall apply for the first thirty days of employment.
-- IBM shall pay overtime at a rate of **** of the regular pay rate.
-- Pay rate plus **** percent uplift equals the ▇▇▇▇
rate.
-- It is IBM's intent to reimburse for "productive" hours worked. Contractor
should plan on invoicing IBM for actual hours worked at the call center
location. Vacation/sick and other time away from the job should be absorbed
in overhead.
**** Confidential treatment is being requested for these portions of this
agreement.
-- Contractor will submit invoices bi-weekly (occurring every two (2)
weeks).
-- IBM shall pay shift premium at a rate of **** for 2nd shift and a rate of
**** for 3rd shift. 2nd Shift rates will be paid to employees with start
times between 12:00PM and 10:00PM and 3rd shift rates will be paid to
employees with start times between 10:00PM and 4:00AM. There will be no
weekend premiums paid.
-- IBM shall pay Holiday pay at a rate of **** of the regular pay. Those
holidays include the nationally recognized days associated with New Years,
Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.
The above rates shall be fixed for the first twelve (12) month period and may be
revised annually on the anniversary of the effective date of this Agreement.
Any rate increases shall not exceed **** percent over the rates for the
preceding twelve (12) month period.
--------------------------------------------------------------------------------
3.13 Glossary of Terms
AUTOQUALITY System used in recording live customer calls for monitoring
purposes
CMC (Call Management Center)- The two Centers located
in Dallas and Atlanta
CMCALERT Vehicle our internal customers use to communicate problems to
the CMC.
CSIS (Customer Situation Information System) - Customer
complaint system
ENTITLEMENT The process of ensuring customers are entitled to receive
warranty or maintenance service from IBM.
FASTTRAK Vehicle the CMC uses to communicate problems to the field.
FINDERS Maintenance program in which field representatives
call the CMC when they find a machine does not have a maintenance
agreement.
HONE (Hands-On Network Environment) - Repository of
IBM marketing information.
IS (Information Systems) Systems that store pertinent
customer account information such as inventories.
ISO9000 ISO standards which identify the requirements for
an effective quality management system.
QRT (Quality Response Time) - The measurement of hold
times within the CMC
NSS (National Service System) - System used to receive
and assign service calls
OASIS (Order and Service Information System ) System used to
Attachment A: Statement of Work 29
**** Confidential treatment is being requested for these portions of this
agreement.
Service Agreement Number 2165
receive assign customer calls.
P&Q REVIEW System used to track results in the monitoring process
RECEIVE CALL The process of receiving a request from a customer.
RETAIN (Remote Technical Assistance Network) - IBM's
world-wide database storing customer problem records.
TRAILER CALL The process used to measure external customer's
satisfaction with the way their call was handled.
VM (Virtual Machine) - IBM mainframe operating system.
-----------------------------
4.0 Travel Expense Guidelines
IBM shall reimburse you in accordance with the following guidelines for
reasonable & actual travel and living expenses authorized in advance by IBM in
writing and incurred solely in connection with services furnished under this
Agreement. Your employees should exercise reasonable cost effectiveness when
incurring these expenses.
4.1.1 Expense Account Details
1. Expense accounts are to be submitted to you by your employees immediately
upon return from a business trip. Actual daily expenses must be reported to
you under the applicable expense category. All reimbursable expenses for a
given period are to be included on one expense account.
2. When reporting expenses, the following information is required:
A. dates of departure and return for each trip;
B. travel departure point and destination,
C. name of the IBM employee who authorized the trip;
D. business reason for the travel;
E. people met and business conducted;
F. a statement that no reimbursement is due whenever expenses are not
claimed for any workday your employee is on travel status; and
G. explanation of out-of-the-ordinary amounts claimed; e.g., name(s) of
individual(s) attending a luncheon if they have not paid for their own
portion and claimed it individually.
4.1.2 Receipts
1. An itemized receipt (copy acceptable with original retained by you) must
substantiate lodging costs, airline travel, rental car and all other
expenditures of twenty-five dollars ($25.00) or more. The receipt must show
the amount, date, place and nature of the expense. The receipts must be
attached to, and submitted with, the expense account. Reimbursement for
airline travel requires a copy of the actual airline passenger coupon
receipt.
2. Reimbursement for car rental requires a copy of the actual car rental
agreement.
4.1.3 Transportation
1. Only the most economical airline accommodations, e.g., economy, coach,
tourist, excursion, discount and shuttle flights are to be used. Other
airline accommodations, e.g., first and business class air fare WILL NOT be
reimbursed unless specifically approved by IBM in advance. Travel should be
planned to take advantage of any possible discount fares. Air travel will be
reimbursed only for that portion thereof which is directly related to the
services being performed under this Agreement.
2. Rail or bus travel will be reimbursed for regular coach class. Such travel is
not to exceed one day. Any additional days actually used in making the trip
will be considered nonreimbursable, personal business.
3. Ground transportation will be reimbursed for taxi, bus or car rental. Actual
tolls and parking fees incurred will be reimbursed.
4. Use of personal automobiles to fulfill approved travel obligations under this
Agreement (not applicable to normal commutation) shall be reimbursed at
the rate of twenty-seven-and-a-half ($.275) cents per mile, for the most
direct, practical route to the business destination. Your employees have the
responsibility to maintain a "Weekly Mileage Log" which will be submitted as
an attachment to your invoice. If more than one person travels in the same
automobile, only your employee responsible for the automobile will be
reimbursed.
5. IBM will not reimburse you for normal commutation expenses.
4.1.4 Lodging and Meals
1. IBM will reimburse reasonable and actual lodging and meal expenses incurred
while traveling on approved business. Commercial type accommodations and
rates are to be requested at all times.
2. When guaranteed reservations have been made and plans change, the
reservation should be
Travel Expense Guidelines 31
Service Agreement Number 2165
canceled in time to avoid being charged for the room.
3. Room expense, including tax, is to be entered on the expense account by day,
and the hotel ▇▇▇▇ is to be attached to the expense account. Charges on the
hotel ▇▇▇▇ for other than lodging are to be entered by day under their proper
classifications.
4. IBM will reimburse reasonable and actual meal expense. When possible each
individual is to pay for his/her own meal.
5. Should an occasion arise where one person pays for more than his/her own
meal, the name(s) of the person(s) are to be written on the expense account
and the explanation noted as to the business reason for the expense.
Alcoholic beverage expenses are not reimbursable.
4.1.5 Personal Expenses
1. IBM will not reimburse personal expenses. If expenses of a personal nature,
including hotel shop purchases, laundry, valet, non-business telephone
calls, movie charges, health club use, alcoholic beverages, sundry items, are
charged against the room, the amount so charged is to be deducted from the
invoice presented to IBM.
2. Business telephone calls made in IBM's behalf by your employees while
traveling on approved IBM business will be reimbursed. If your employees
are at an IBM location, business calls should be made at that location,
utilizing IBM tie-lines and WATS lines, when possible. When your
employees charge business calls to their home telephone numbers or personal
telephone credit cards, the detailed telephone company ▇▇▇▇ is to be attached
to the expense account if the aggregate total is twenty-five dollars
($25.00) or more.
3. IBM will reimburse reasonable and actual gratuities disbursed for business
purposes by your employees while traveling on approved IBM business.
Amendment to Service Agreement Between
International Business Machines Corporation
and
Computer Generated Solutions, Inc.
February 06, 1996
Contact: ▇▇▇▇▇ ▇▇▇▇▇ @ ▇▇▇-▇▇▇-▇▇▇▇
IBM Integrated Procurement Solutions
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇. ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Department: PRB1
Building: 001H
Service Agreement Number 2165
Service Agreement Number 2165
--------------------------------------------------------------------------------
Amendment # 01
This document shall constitute a formal amendment to Service Agreement Number
2165 dated October 04, 1995.
Section 3.0 Statement of Work
Amend Sections 3.5 "Job Descriptions" and 3.12 "Rate Schedule" to read per the
enclosed revised Statement of Work.
Except as hereby amended, all other terms and conditions of this Agreement shall
remain in full force and effect as written.
If you agree with the above modifications, this document shall constitute an
Amendment to Agreement Number 2139. Please indicate your agreement by signing
both copies of this document and returning one copy to IBM Corp., ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention ▇▇▇▇▇ ▇▇▇▇▇, Dept. PRB1, Bld. 001H.
In witness whereof, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.
International Business Computer Generated Solutions, Inc.
Machines Corporation
By:
-----------------------
/s/ ▇. ▇. ▇▇▇▇▇▇ 2/6/96 Title:
-----------------------
▇. ▇. ▇▇▇▇▇▇ Date:
Location Procurement Manager -----------------------
Service Agreement Number 2165
-----------------------------------
3.0 Attachment A: Statement of Work
--------------------------------------------------------------------------------
3.1 Project Description
When an IBM customer requires assistance, they place a request call through
the Call Management Centers (CMCs). That call is taken by a Customer Service
Representative (CSR) employee and entered into the appropriate system for
assignment. These calls are taken for a variety of customers on a variety of
customized applications.
The Contractor Customer Service Representative (CSR) works directly with IBM's
customers, IBM's Customer Service Engineers (CE) and IBM's internal support
organizations. It is expected that the CSR will be courteous and professional
at all times. They must be able to communicate clearly and effectively by phone
while being complete, accurate and timely in gathering required information. In
addition, they must provide navigational and informational services to
customers who require additional service or information within the IBM support
network. They are expected to search various databases, make appropriate
updates, and maintain those databases within a specified criteria. In addition,
each CSR is expected to adhere to the quality processes currently in place which
measure timeliness, accuracy, and professionalism. See Section 3.9 for
acceptance criteria.
It is the goal of the CSR team to become a single point of value for each call
received. That value may include, but is not limited to, information sharing,
information gathering, product entitlement and call navigation. We anticipate
the role of this function will continue to expand as more business opportunities
are identified. It is vital that the Contractor be flexible in meeting the
requirements of these future opportunities.
Contractor agrees that, by October 30, 1995, Contractor shall have hired at
least 90% of the supplemental employees currently employed by IBM in each of
the Atlanta and Dallas Call Management Centers for the positions listed in
Section 3.2 of this Statement of Work. The failure of Contractor to comply
with this paragraph shall permit IBM to immediately cancel this Agreement
at IBM's sole discretion and with no liability on the part of IBM.
--------------------------------------------------------------------------------
3.2 Manpower
The estimated number of personnel required to perform each task is listed below,
however, the number of personnel may change with the written concurrence of the
IBM Coordinator and Contractor Supervisor. Job descriptions are provided in
Section 3.5.
Service Agreement Number 2165
Table 1. Estimated Headcount
Job Description Atlanta Dallas
Customer Service Representative **** ****
SESA Coordinator ****
Senior Customer Service Representative **** ****
Training Specialist **** ****
Team Leader **** ****
Receptionist **** ****
Graphics Coordinator **** ****
Operational Support Manager **** ****
--------------------------------------------------------------------------------
3.3 Work Schedules
The following identifies the work schedules:
. The CMC's operate 24 hours per day, 7 days per week
. Holiday work will be required
. Overtime may be required
--------------------------------------------------------------------------------
3.4 Skill Requirements
The following list outlines the general skills required to perform all job
descriptions listed in this section:
. Very good verbal communication skills which are clear, understandable and
precise
. Be professional and courteous at all times
. Above average typing skills
. Good listening skills
. Above average reading comprehension skills
. Learn and follow procedures
. Strong customer service skills and temperament which includes diffusing
upset customers.
. Administrative and organizational skills
. Multiplexing skills
. Knowledge of OS/2
. Freelance skills for graphics person
. Computer navigation skills
. Telephone handling skills
20 Amendment #01
**** Confidential treatment is being requested for these portions of this
agreement.
Service Agreement Number 2165
--------------------------------------------------------------------------------
3.5 Job Descriptions
The following job descriptions serve only as guide as to the types of
responsibilities within each job category. They are subject to change at any
time by the IBM Coordinator.
1. Customer Service Representative (CSR)
Position Concept: As the initial customer contact for IBM service, the CSR's
professional communications and ultimate decision making responsibility
directly impact IBM customers' degree of service delivery satisfaction.
Effective communication of service offerings and efficient execution of the
call process facilitates the request for service. The CSR must extract
pertinent call information from the customer to ensure the service request is
handled timely and properly. Service delivery concerns are proactively
communicated to appropriate escalation levels. CSRs utilize the applicable
system to record information and assign calls to the appropriate service
representative or organization. They must remain knowledgeable of new service
offerings and call procedures. In addition, the CSR may be required to
research customer entitlement, navigate informational requests, take
Hardware/Software service calls, and all other service offerings.
Responsibilities
. Receive customer request for service. Be thoroughly knowledgeable of current
service offerings, billable information, and entitlement process. Question
customer to obtain product service and entitlement options to properly assign
provider of service and determine urgency of request. Take personal ownership
of each call received and aggressively seek to improve customer satisfaction.
. Utilize resource materials in directing customer inquiries that are not
service related. Inform appropriate contact of information changes. Be
thoroughly knowledgeable of resource materials and give assistance when
required. Escalate unresolved inquiries.
. Navigate informational and procedural calls as required.
. Be thoroughly knowledgeable and assist with backup procedures when
required.
. Maintain a working knowledge of special operating procedures relating to
critical customers.
. Be thoroughly knowledgeable of special operating procedures to interface with
external providers of service (Customized Operational Service, Multi Vendor
Support (MVS), etc.). Ensure special operating procedures are understood and
adhered to.
. Recognize customer complaints that need to be escalated. Demonstrate quality
communication skills and exhibit high level of professionalism and extreme
sensitivity to customer satisfaction. Follow appropriate procedures and use
good judgement in reporting complaints.
. Identify any data base discrepancies or omissions (i.e., prescreens, alias)
and notify appropriate resource (i.e., NSS, CAD, OASIS, RETAIN).
. Use courtesy, tact and discretion in all communications with customers,
vendors and IBM personnel. Utilize good judgment to inform manager of
potential problems.
. Maintain knowledge and operation of all CSR equipment. Utilize basic
problem determination and follow reporting procedures
. Follow internal IBM telephone etiquette guidelines.
. Perform entitlement on service contracts when required.
. Input Finders requests when notified by the field.
2. Commercialization Coordinator
Position Concept: As the initial customer contact for Call Management
Services, the CSR's professional communications and ultimate decision making
responsibility directly impact IBM's customers' degree of
Attachment A: Statement of Work 21
Service Agreement Number 2165
service delivery satisfaction. Effective communication of service offerings
and efficient execution of the call process facilitate the request for
service. The CSR must extract pertinent call information from the customer to
ensure the service request is handled timely and properly. Service delivery
concerns are proactively communicated to appropriate escalation levels. CSRs
utilize the applicable system to record information and assign calls to the
appropriate service representative or organization. They must remain
knowledgeable of new service offerings and call procedures.
Responsibilities
. Receive customer request for service. Be thoroughly knowledgeable of current
service offerings, billable information, and entitlement process. Question
customer to obtain product service and determine urgency of request. Take
personal ownership of each call received and aggressively seek to improve
customer satisfaction.
. Utilize resource materials in directing customer inquires that are not
service related. Inform appropriate contact of information changes. Be
thoroughly knowledgeable of resource materials and give assistance when
required. Escalate unresolved inquires.
. Navigate informational and procedural calls as required.
. Be thoroughly knowledgeable and assist with backup procedures when required.
. Maintain a working knowledge of special operating procedures relating to
critical customers.
. Recognize customer complaints that need to be escalated. Demonstrate quality
communications skills and exhibit high level of professionalism and extreme
sensitivity to customer satisfaction. Follow appropriate procedures and use
good judgment in reporting complaints.
. Identify any data base discrepancies or omissions (i.e., prescreens, alias)
and notify appropriate resource (i.e., EUS, RETAIN, CLARIFY, ▇▇▇▇).
. Monitor on a daily basis group activity and ensure the efficient utilization
of personnel.
. Ensure that activity is centered on the handling of incoming service request
during periods of greatest need as indicated by ACD information.
. Provide training to trainees, associates and less experienced CSRs.
. Support management in the implementation and operation of existing and new
procedures.
. Prepare special reports at management direction.
. Make recommendations to enhance operations.
. Use courtesy, tact and discretion in all communications with customers,
vendors and IBM personnel. Utilize good judgment to inform manager of
potential problems.
. Maintain knowledge and operation of all CSR equipment. Utilize basic problem
determination and follow reporting procedures.
. Follow internal IBM telephone etiquette guidelines.
3. SESA Coordinator
Position Concept: Is responsible for making follow-up survey calls to
customers concerning their satisfaction with a specific process. The
coordinator will extract all pertinent information through a database
provided and complete a preset number of surveys per day. That preset number
is described in Section 3.8, Measurements.
Responsibilities
. Obtains pertinent information from required databases.
. Makes outgoing calls to customer contacts provided by IBM internal databases
22 Amendment #01
Service Agreement Number 2165
. Demonstrates courtesy, tact and discretion in communications, so as to
present a favorable company image
. Input customer comments and survey results so that they match the opinions
of the customer
. Make internal phone audits and record results as required
. Escalate customer complaints using established processes
4. Finders Customer Service Coordinator
Position Concept: To provide maintenance and inventory assistance to
Technology Service Support (TSS), Customer Service Representatives (CSR), and
Availability Service Customer Engineers (CE). The coordinator will research
inventory databases and communicate billing information to CEs, TSSs, and
CSRs. Coordinators will maintain a close relationship with all Customer
Support Offices (CSO). Accuracy and professionalism are vital to the success
of the Finders program. The Finders coordinator will ensure proper inventory
corrections and maintenance updates occur in a timely and effective manner.
Coordinators will escalate all CSR, CE, and field manager concerns to the
appropriate senior, team leader, or manager.
Responsibilities
. Receive CSR and CE requests to research and correct customer inventory and
maintenance discrepancies.
. Search databases, i.e., ISI, SPIF, ▇▇▇▇, ▇▇, and NSS for contact and
billing information.
. Process Finders requests for inventory discrepancies and updates, and
forward to appropriate maintenance processing departments.
. Notify CE and CSR when request is complete.
. Using BILLMAPS and CETRACK, track and ensure all Finders logs are updated
and closed in a timely and accurate manner.
. Provide status of logs to CSR, CE, or field manager upon request.
. Escalate to appropriate CSR when log closure objectives are not met.
. Provide assistance with:
-- M/A Rates
-- Billing Rates
-- Billable Activity (B/A) Codes
-- Hourly Service Document and Hourly Service Invoice information.
. Handle incoming Call Entitlement Team (CET) calls and warm transfer when
needed.
. Maintain knowledge of all databases and processes used in Finders.
. Navigate informational and procedural call as required.
. Use courtesy, tact, and discretion in all communications with customers,
vendors, and IBM personnel. Exhibit a high level of professionalism and
use good judgment to inform manager of potential problems.
5. Senior Customer Service Representative
Position Concept: Provide leadership to CSRs and be focal person for
operational questions. Maintain expert knowledge of customer service duties
and review/monitor to ensure procedures are followed. Aggressively monitor
NSS in order to recognize and handle potential service delivery concerns.
Take a pro-active role in identifying and resolving customer satisfaction
inhibitors. Implement a strategy with other seniors and team leaders to
maintain balanced workload for customer hold times. Offer first level
Attachment A: Statement of Work 23
Service Agreement Number 2165
of escalation to CSRs for customer complaint situations. Evaluate training.
Maintain expert knowledge of all CSR responsibilities. Prepare regular and
special reports for IBM. Maintain expert knowledge of backup system
procedures. Perform CSR duties as required.
Responsibilities
. Become an expert resource for CSRs and assist in interpreting current
service offerings, billable information and entitlement process. Administer
training as required. Enhance customer satisfaction through personal
ownership of identified problems and aggressively seek resolution. Escalate
when appropriate.
. Monitor/review receive call activity and pro-actively identify potential
customer situations.
. Become an expert in call management criteria, measurement objectives, and
special programs. Identify problems when objectives will not be met and
make recommendations to the management team.
. Maintain an expert knowledge of resource materials utilized to direct
customers' inquiries that are not service related. Act as a resource and
focal escalation point for unresolved inquiries and updating resource
materials. Responsible for timely follow-up and extreme responsiveness to
customer inquiries.
. Maintain expert knowledge of system backup procedures and initiate when
required. Ensure each CSR has backup and that current backup materials are
readily available. Resolve CSR difficulty in obtaining system backup and
escalate if necessary.
. Maintain expert knowledge in and ensure that special operating procedures
are followed to interface with external providers of service. Provide CSR
training and assistance when necessary.
. Review, maintain, and ensure an accurate database using branch office
input. Ensure database integrity and update procedures are followed.
Responsible to coordinate database activity. Recommend solutions to
database problems and implement.
. Handle customer complaints effectively and recognize need for escalation.
Follow appropriate procedures and exercise good judgement in escalation and
resolving complaints. Maintain records.
. Demonstrate courtesy, tact, and discretion in all communications with
customers, vendors, and IBM personnel. Exhibit a high level of
professionalism at all times. Utilize good judgement informing management
of potential problems. Set example and give guidance to CSCs as required.
. Provide work direction and support to CSRs for the implementation of
special programs and for the short-term solution of temporary workload
imbalances. Maintain CSR lunch schedules and track vacation. Ensure CSR
coverage.
6. Training Specialist
Position Concept: Provides training of suppliers personnel.
Responsibilities
. Provide training and assistance as required. Update training materials and
conduct training seminars for CSR when needed. Evaluate training and make
recommendations to management and assist with training difficulties.
. Maintain thorough knowledge of and be able to operate all CSR workstations
and ACD agent equipment. Follow correct problem determination and
reporting procedures. Utilize good judgement when following the correct
escalation procedures.
7. Team Leader
Position Concept: Serves as a "functional" leader in an environment where
employee to management ratios make it difficult to prioritize and balance
workload and maintain a high level of operational efficiency.
Responsibilities
24 Amendment #01
Service Agreement Number 2165
. Operates complex office systems to prepare correspondence, foils, and
documents.
. With minimal management assistance, coordinate flow and prioritize "team"
workload.
. Balances workload; ensuring coverage and a high level of operational
efficiency.
. Drives team quality measurements.
. Monitors services support activity and exposures.
. Develops and implements internal customer satisfaction plans and programs.
. Ensures team self-assessment audits are conducted and based on outcomes
recommends corrective action plan to management.
. Coordinates meetings, training and other workload inhibitors.
. Maintains a high level of systems expertise for required business area.
. Assumes additional responsibilities as required.
8. Receptionist
Position concept - Answers the "must answer" line in the Call Management
Center while controlling entry to the branch office and receiving visitors.
Responsibilities
. Greets, ascertains pertinent information, and registers visitors. Helps
identify, locate and contact persons to be visited. Gives internal and
external directions. Ensures that no one is detained in the reception area
beyond a reasonable length of time.
. Answers the "must answer" line in the Call Management Center. Pages person
to be contacted when appropriate or navigates the call to the requested
function. Ensures callers are greeted professionally, given the proper
information and not left on hold longer than the IBM standard.
. Collects and distributes mail from/to the CMC personnel.
. Ensures only authorized persons are permitted into the facility and
ensures escorts are provided when necessary. Reports security concerns to
appropriate Contractor/IBM management.
. Handles special situations such as outside solicitations, providing
information about employees, etc., in accordance with company policies and
practices.
. Demonstrate courtesy, tact and discretion in communications, so as to
present a favorable company and site image.
. As required, initiates and maintains appropriate files and reports.
. Perform other administrative tasks such as typing, filing, scheduling
conference rooms, conference rooms, ordering supplies, updating the
organizational chart and updating calendars.
. Back-up branch secretary when required.
. Work requests will be received from IBM personnel
. Perform other duties as assigned.
9. Graphics Coordinator
Position Concept: Is responsible for creating and updating quality process
and presentation charts on a timely basis. Primarily uses Lotus Freelance as
the software on a PS/2 type machine. Will operate equipment associated with
producing high-quality charts such as printers and plotters.
Responsibilities
. Operates basic graphics equipment and programs.
Attachment A: Statement of Work 25
Service Agreement Number 2165
. Tracks due dates on process charts.
. Updates and distributes process charts monthly.
. Provides assistance for other presentation charts.
. Performs other duties, as assigned.
. Maintains softcopies of all charts created.
. Ensures equipment used is maintained and usable.
. Work requests will be received from IBM personnel
10. Operational Support Manager (OSM)
Position Concept: Is the first line manager responsible for resource
planning and operational support in the CMC.
Responsibilities
. Interprets IBM's policies, practices and procedures for territory.
. Maintains effective performance planning, counseling, evaluation and
development programs to properly evaluate employee performance and to enhance
career growth.
. Analyze performance of functions within areas of responsibility. Makes
recommendations for operational enhancements and implements action as
appropriate.
. Works closely with IBM as an interface to ensure high levels of performance,
productivity and customer satisfaction.
. Determines manpower requirements and develops plans for area of
responsibility.
. Analyzes financial performance and recommends a course of action to IBM.
Maintains control of direct expense involved with operation of assigned area.
. Organizes and conducts frequent department meetings. Makes presentations on
areas of responsibility in branch meetings.
. Responsible for records retention management and compliance and security for
all pertinent documents.
. Assumes additional responsibilities as required.
--------------------------------------------------------------------------------
3.6 Training
1. Initial process training for contract initiation will be provided by IBM. Any
new product training deemed necessary by IBM will be provided by IBM. The
Contractor's training specialist will then assume responsibility for on-going
training and orientation of new and replacement personnel at the training
rate.
2. Contractor shall have sufficient personnel trained to ensure that quality of
service is met throughout the term of this Agreement. IBM shall pay for this
training only if conducted during the employee's first thirty (30) days of
work under this Agreement and at the Customer Service Trainee rate specified
in Section 3.12. This payment shall not exceed a percentage of the total
productive time billed. This percentage shall be determined by IBM and the
Contractor after the initial training of personnel under this Agreement.
26 Amendment #01
Service Agreement Number 2165
--------------------------------------------------------------------------------
3.7 Transitional Training
In the event of cancellation or at the expiration of this Agreement, Contractor
agrees to provide a minimum of fifteen (15) days transitional training to a
supplier to be specified by IBM if other than Contractor. Said training shall be
conducted by an adequate number of Contractor employees to ensure continuity of
service at a competent level of performance. IBM shall pay for such training at
the rates specified in the Statement of Work for the job descriptions of the
employees providing such training. Contractor shall ensure that it continues to
meet all performance and quality requirements specified in the Statement of
Work throughout such training period.
--------------------------------------------------------------------------------
3.8 Measurements
Specific measurements will be developed by the supplier and IBM to gauge
performance and quality requirements. Overall areas measured will included but
are not limited to:
. Qualification of staff
. Adherence to CMC training modules provided to Contractor as may be
modified/updated from time to time by IBM
. Customer satisfaction
. Quality control
-- Call Hold time less than 10 seconds on average
-- SESA calls greater than 99.7%
-- Accuracy in taking calls greater than 99.0%
-- Under 2% abandonment rate
-- Minimal CMCALERTS and Customer Situation Information System (CSIS)
incidents (actual formula to be determined)
-- Average 32 complete SESA surveys per day per headcount
-- Failure to meet any of the measurements identified in this Section, as
modified, shall be deemed material breach of this Agreement. However,
Contractor shall have one hundred and twenty (120) days from the date
hereof to meet those measurements that are currently not being met by the
CMC's before this provision will take effect with respect to measurements.
--------------------------------------------------------------------------------
3.9 Acceptance Criteria
Initial acceptance will depend on evaluation of the vendor's ability to meet
the scope defined in this document. Key criteria that will be reviewed includes
but not limited to:
. Cost
. Quality
. Management
Attachment A: Statement of Work 27
Service Agreement Number 2165
--------------------------------------------------------------------------------
3.10 IBM Responsibilities
IBM is responsible for the following:
. Existing CMC Processes and Procedures
. IBM Site Safety, Security and personnel conduct policies
. Hardware/Software/Tools as described below (IBM Business use only)
. Office facilities in Dallas and Atlanta Call Management Centers
. Personal shared workstation and required software
. Phone, headset, and phone system
. Access to required systems/tools
-- NSS
-- OASIS
-- RETAIN
-- VM
-- HONE
-- IS
-- AUTOQUALITY if used
-- P&Q REVIEW if used
-- PRMS
-- CSIS
. Access to any additional required equipment
. Badge access to assigned location
Note: The Contractor shall follow the practices, procedures and priorities of
IBM in the use of IBM equipment, systems, and tools.
--------------------------------------------------------------------------------
3.11 Contractor Responsibilities
The Contractor is responsible for the following:
. Answer customer requests in a timely, professional, and accurate manner
. Monitor quality using the Autoquality System or an equivalent system.
. Perform entitlement on service requests
. Ensure operating processes and procedures are accurately followed
. Assist in updating these processes and procedures as required
. Update customer database records
. Ensure skill requirements are met, maintained and updated
. Provide effective management of personnel and workload
. Train any additional personnel required after initial training
. Support and adhere to ISO9000 registration when complete and all other CMC
quality programs (Contractor personnel will talk to ISO9000 auditors when
asked)
28 Amendment #01
Service Agreement Number 2165
. Evaluate work performance and increase or decrease to allow for efficiencies
or increased workload at IBM's approval
. Contractor shall supply for IBM's review and approval, transition and
implementation plans to meet targets
. Contractor management is expected to have regular status meetings and provide
written reports regularly
. Adhere to IBM Site Safety, Security and personnel conduct policies
. Define process which manages new requirements from IBM
. Monthly Quality updates and action plans
--------------------------------------------------------------------------------
3.12 RATE SCHEDULE
--------------------------------------------------------------------------------
Table 2. Rate Schedule - Atlanta
--------------------------------------------------------------------------------
JOB DESCRIPTION $/HR $/HR
PAY RATE ▇▇▇▇ RATE
--------------------------------------------------------------------------------
Customer Service Rep. **** ****
Commercialization **** ****
Customer Service Trainee* **** ****
Finders **** ****
Senior Customer Service Rep. **** ****
Training Specialist **** ****
Team Leader **** ****
Receptionist **** ****
Graphics Coordinator **** ****
Operations Support Manager **** ****
--------------------------------------------------------------------------------
Attachment A: Statement of Work 29
**** Confidential treatment is being requested for these portions of this
agreement.
SERVICE AGREEMENT NUMBER 2165
--------------------------------------------------------------------------------
Table 3. Rate Schedule - Dallas
--------------------------------------------------------------------------------
JOB DESCRIPTION $/HR $/HR
PAY RATE ▇▇▇▇ RATE
--------------------------------------------------------------------------------
Customer Service Rep. **** ****
SESA Coord. **** ****
Customer Service Trainee* **** ****
Finders **** ****
Senior Customer Service Rep. **** ****
Training Specialist **** ****
Team Leader **** ****
Receptionist **** ****
Graphics Coordinator **** ****
Operations Support Manager **** ****
--------------------------------------------------------------------------------
. Notes
-- *CSR Trainee rate is based upon a **** reduction from the regular
rate. This rate shall apply for the first thirty days of employment.
-- IBM shall pay overtime at a rate of **** of the regular pay rate.
-- Pay rate plus **** percent uplift equals the ▇▇▇▇ rate.
-- It is IBM's intent to reimburse for "productive" hours worked. Contractor
should plan on invoicing IBM for actual hours worked at the call center
location. Vacation/sick and other time away from the job should be absorbed
in overhead.
-- Contractor will submit invoices bi-monthly (occurring twice a month).
-- IBM shall pay shift premium at a rate of **** for 2nd shift and a rate of
**** for 3rd shift. 2nd Shift rates will be paid to employees with start
times between 12:00PM and 10:00 PM and 3rd shift rates will be paid to
employees with start times between 10:00PM and 4:00AM. There will be no
weekend premiums paid.
-- IBM shall pay Holiday pay at a rate of **** of the regular pay. Those
holidays include the nationally recognized days associated with New Years,
Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.
-- Overtime will be reimbursed at a maximum of **** of Total Regular number of
hours authorized per billing cycle.
-- No other overtime or premium rate will be paid without the prior approval of
the IBM Contract Manager.
The above rates shall be fixed for the first twelve (12) month period and may be
revised annually on the anniversary of the effective date of this Agreement. Any
rate increases shall not exceed **** over the rates for the preceding twelve
(12) month period.
30 Amendment #01
**** Confidential treatment is being requested for these portions of this
agreement.
Service Agreement Number 2165
--------------------------------------------------------------------------------
3.13 Glossary of Terms
AUTOQUALITY System used in recording live customer calls for monitoring purposes
CMC (Call Management Center)- The two Centers located in Dallas and Atlanta
CMCALERT Vehicle our internal customers use to communicate problems to the CMC.
CSIS (Customer Situation Information System) - Customer complaint system
ENTITLEMENT The process of ensuring customers are entitled to receive
warranty or maintenance service from IBM.
FASTTRAK Vehicle the CMC uses to communicate problems to the field
FINDERS Maintenance program in which field representatives call the CMC when
they find a machine does not have a maintenance agreement.
HONE (Hands-On Network Environment) - Repository of IBM marketing information.
IS (Information Systems) Systems that store pertinent customer account
information such as inventories.
ISO9000 ISO standards which identify the requirements for an effective
quality management system.
QRT (Quality Response Time) - The measurement of hold times within the CMC
NSS (National Service System) - System used to receive and assign service
calls
OASIS (Order and Service Information System) System used to receive assign
customer calls.
P&Q REVIEW System used to track results in the monitoring process
RECEIVE CALL The process of receiving a request from a customer.
RETAIN (Remote Technical Assistance Network) - IBM's world-wide database
storing customer problem records.
TRAILER CALL The process used to measure external customer's satisfaction
with the way their call was handled.
VM (Virtual Machine) - IBM mainframe operating system.
Attachment A: Statement of Work 31
Service Agreement Number 2165
32 Amendment #01
Amendment to Service Agreement Between
International Business Machines Corporation
and
Computer Generated Solutions, Inc.
April 02, 1996
Contact: ▇▇▇▇▇ ▇▇▇▇▇ Tel. ▇▇▇-▇▇▇-▇▇▇▇
IBM Integrated Procurement Solutions
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Department: PRB1
Building: 001H
Service Agreement Number 2165
--------------------------------------------------------------------------------
Amendment # 02
This document shall constitute a formal amendment to Service Agreement Number
2165 dated October 04, 1995.
Add Attachment B Statement of Work
Add Attachment B as an additional Statement of Work per the enclosed document to
be performed under this Service Agreement.
Except as hereby amended, all other terms and conditions of this Agreement shall
remain in full force and effect as written.
If you agree with the above modifications, this document shall constitute an
Amendment to Agreement Number 2165. Please indicate your agreement by signing
both copies of this document and returning one copy to IBM Corp., ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇, Dept. PRB1, Bld. 001H.
In Witness whereof the parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives.
International Business Computer Generated Solutions, Inc.
Machines Corporation
By: /s/
--------------------------
/s/ ▇. ▇. ▇▇▇▇▇▇ 4/2/96 Title: President
--------------------------
▇. ▇. ▇▇▇▇▇▇ Date: 4/11/96
Location Procurement Manager --------------------------
1
Attachment B Statement of Work
March 11, 1996
Contact: ▇▇▇▇▇ ▇▇▇▇▇ Tel. ▇▇▇-▇▇▇-▇▇▇▇
IBM Integrated Procurement Solutions
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Department: PRB1
Building: 001H
Service Agreement Number 2165
--------
Contents
1.0 Term ..................................... 1
1.1 Project Description ...................... 1
1.2 Responsibilities As An IBM Subcontractor.. 1
1.3 Coordinators/Supervisors ................. 1
1.4 Work Schedules ........................... 2
1.5 IBM Workstation Support Locations ........ 2
1.5.1 "C" Programmer Support Group,
Atlanta ................................. 2
1.5.2 Advanced Workstation Support Center,
Chicago.................................. 2
1.5.3 Desktop Support Center, Atlanta ..... 3
1.5.4 Network Support Center, Atlanta ..... 3
1.5.5 EUS Center, Tampa ................... 5
1.6 IBM Large Computing Support Location...... 5
1.6.1 MVS Support Group, Atlanta .......... 5
1.7 Graphics Coordinator ..................... 5
1.8 Training ................................. 6
1.9 Transitional Training .................... 6
1.10 Measurements ............................ 6
1.10.1 Basic Understanding ................ 7
1.10.2 Minimum Customer Satisfaction Level. 7
1.10.3 Quality Measurements/Reporting ..... 7
1.11 Acceptance Criteria...................... 7
1.12 IBM Responsibilities..................... 7
1.13 CGS Responsibilities..................... 8
1.14 Rate Schedule............................ 9
1.15 Glossary of Terms........................ 12
Contents ii
--------------------------------------------------------------------------------
1.0 Term
The term of this Statement of Work dated March 11, 1996 is effective from
January 1, 1996 through December 31, 1996.
--------------------------------------------------------------------------------
1.1 Project Description
Helpdesk Services (HDS) is an IBM Workstation Support services capability, which
provides helpdesk support for many hardware and software products, both IBM and
non-IBM (specifics by location follow). CGS employees must be able to provide
support for all of these environments.
The number of CGS employees performing tasks may change with the concurrence of
both parties. This number can fluctuate based on the number of customers being
supported and the cost of support from CGS as compared to alternate sources. CGS
will periodically be asked to supply additional employees (either full time or
part time) to meet these needs. When requesting additional CGS employees IBM
will identify specific product skills which the CGS employees must possess
before being assigned to work in IBM.
--------------------------------------------------------------------------------
1.2 Responsibilities As An IBM Subcontractor
CGS employees shall be responsible for:
. Answering requests for service received via telephone from customers and
providing the required information/resolution of customer issues. The requests
will involve questions and/or problems related to the use, configuration, or
installation of the supported products. The questions must be answered in a
complete, accurate, and timely fashion.
. Demonstrating sufficient technical knowledge of the supported products listed
to provide problem determination for the customer and usage assistance to
customers, and to obtain information as needed from the product vendor.
. Demonstrating tact, sound business judgement, and good communication skills
when dealing with customers, with IBM employees, and with product
vendors.
. Demonstrating effective telephone communication skills.
. Provide efficient use and successful completion of customer requests using the
call management system to handle call activity and to record symptom/fix
information.
. Utilizing call handling/routing processes and procedures established between
IBM and CGS.
. Training of CGS employees on additional products to assist IBM when workload
peaks occur or when other responsibilities listed above are not being pursued.
. Recognizing when a customer situation warrants the intervention of an IBM
manager and reporting the situation immediately.
. Maintaining an acceptable business appearance and conduct.
. Providing technical representatives capable of delivering prompt, quality
solutions as described in the "IBM Helpdesk Services Locations" section.
--------------------------------------------------------------------------------
1.3 Coordinators/Supervisors
IBM and CGS shall appoint Site Coordinators. Each party shall inform the other
of the name(s) of the coordinators appointed at the date of contract execution.
CGS shall appoint a Site Coordinator, who shall supervise and direct the work of
CGS employees and shall handle all personnel issues. This supervisor will
interface with the IBM Site Coordinator(s) and will be the focal point for all
on-site CGS interaction. This CGS Site Coordinator will be provided at no
additional charge.
The CGS Site Coordinator is expected to attend regularly scheduled technical
meetings and reviews.
The CGS Site Coordinator is expected to review CGS employee contributions on a
regular basis to ensure CGS employees are achieving the quality/productivity
goals as described later in the "Quality Assurance" section. The CGS Site
Coordinator will receive reports on a regular basis, detailing call activity for
all CGS employees.
The CGS Site Coordinator is expected to actively assist the IBM Site
Coordinator in improving overall HDS services.
1
--------------------------------------------------------------------------------
1.4 Work Schedules
The IBM Support Centers provide customer assistance 24 hours per day, 7 days
per week. CGS must be able to fulfill all shift requirements.
Exact work hours will be determined by the IBM Site Coordinator in conjunction
with CGS. CGS will be asked to supply part time employees to work 3-5 hours
during "peak" workload times. Job descriptions are provided in Section 1.13.
Since IBM Support Centers operate on a 24 hours per day, 7 days per week
schedule, employees, including some number of CGS employees, will be required to
work on IBM designated Holidays.
--------------------------------------------------------------------------------
1.5 IBM Workstation Support Locations
The following are the current IBM locations where CGS employees are required to
provide telephone assistance to remotely diagnose customer problems/questions
and communicate a correct response:
1.5.1 "C" Programmer Support
Group, Atlanta
"C" Programmer
Design, develop and test programming tools written with "C". Requires strong "C"
level programming skills. Prepare high level component designs from general
requirement statements and provide component design documentation. Requires
minimal supervision and is capable of designing drivers to test integrated
modules.
Senior "C" Programmer - same as above, plus:
. Provide technical direction a group of "C" programmers
. Provide informal and/or formal training in areas of expertise
. Provide debugging, PD and system assistance to application developers
. Provide consulting and programming services on operating systems software and
other areas of expertise, including database internals and system utilities
1.5.2 Advanced Workstation Support
Center, Chicago
CGS employees will have all necessary skills, knowledge and expertise to provide
support on:
. RISC/6000 Hardware Problem Determination Provide prompt, quality support for
hardware and usage problems related to the RISC/6000 operating environment.
Responders require one to two years experience on the RISC/6000 hardware
platform, support experience, strong interpersonal skills, attention to
detail, demonstrated call leadership, ability to follow center procedures,
team player, and potential to qualify as an AIX/UNIX support rep.
. MULTIVENDOR SUPPORT - Provide remote hardware and software support for UNIX
platforms. Responders require two to three years experience as a UNIX
Administrator, knowledge of SUN, HIP, and SCO, ability to apply
administrative knowledge in a variety of environments, attention to detail,
strong interpersonal skills.
. RISC/6000 CUSTOMER CALL SCREENING - Provide hardware and software RISC/6000
and AIX call screening and problem resolution. Responders require two to three
years with the RISC/AIX platform as an administrator or equivalent experience.
Strong communication skills, attention to detail, ability to follow center
procedures, customer orientation, sensitive to escalation process, and a team
player.
. PNID/PARTS NUMBER SERVICE - Provide remote parts number identification
services to IBM customers. Responders require strong organizational and
communication skills, operational knowledge of a PC, be a team player and
customer focused.
2
1.5.3 Desktop Support Center, Atlanta
Desktop Support Representative
CGS employees will have all necessary skills, knowledge and expertise including
A + Certification to:
provide assistance on and have a good working knowledge of PC, PS/2 Point of
Sale terminals, and/or associated workstation equipment.
Senior Desktop Support Representative - same as above, plus:
. Provide strong computer skills specific to the product supported
. Provide strong problem determination skills
. Capable of training and assisting Desktop representatives
. Provide excellent customer service techniques
. Possess excellent oral and written communications skills
Desktop Support Center Team Leader - This position is limited to one (l) team
leader per twenty-five (25) employees within the Desktop Support Center. The
team leader is expected to respond to customer/ce calls 50% of the time as
describe in the position above, plus:
. Schedule assigned resources to workload and alert IBM when available skills
and/or resources will not satisfy a known engagement
. Provide overall work direction to a team of technical resources sufficient to
satisfy assigned service level objectives
. Identify and respond to critical changes within assigned mission (technical,
distribution of workload, etc.) with action plans for IBM review and
implementation
. Demonstrate ability to serve as escalation point for all critical customer
calls
System Installation Technician Position Concept: Travel to various customer
locations to install computer systems and disconnect existing equipment.
Responsibilities
. Travel to customer locations based on a provided schedule
. Unpack hardware systems and install according to procedures. Back up data from
existing system. Load data to new system. Diagnose any system problem
discovered during process. Disconnect existing system. Pack specified items
for return.
. Accurately complete online electronic form with the required information for
the new system and the disconnected system.
. Perform customer training on the new system.
. Communicate any problems/discrepancies to Project Manager(s).
. Utilize good judgement when handling any unusual situations.
. Submit accurate labor and expense data on a timely basis.
1.5.4 Network Support Center,
Atlanta
The Network Support Center is comprised of four groups; LAN SERVICES Support,
IDNX, LAN/WAN Connectivity, and Wireless/Cellular Helpdesk. The LAN Services
environment is separated into three (3) skill requirements: l. Remote LAN
Monitoring & Administration; 2. LAN Software - level II to perform Network
Operating System (NOS) single product certification required and must be
assigned workload in one of the following: Netware, Microsoft NT, Banyan, OS/2
Lanserver, etc.; and 3. LAN Software - Level II multiple NOS product
certification and assigned workload. A Team Leader may be named and is limited
to one (l) per twenty-five (25) employees within the Network Support Center. The
team leader is expected to respond to customer/ce calls 50% of the time. Other
duties are described in the job description.
1.5.4.1 LAN SERVICES SUPPORT
CGS employees will have all necessary skills, knowledge and expertise to:
. Provide remote support to IBM internal Lan installations in a LAN
Administration support role. Must be able to troubleshoot over the phone all
hardware/software problems associated with IBM Lanserver and OS/2 related
3
problems. Requires in-depth knowledge of IBM Lanserver and OS/2.
. Provide remote telephone support to customer's to isolate LAN failures to the
failing component. Interface with other IBM resources on LAN related issues
and OEM vendor conference calls as a technical resource for the customer.
. Provide direct dial in support for servers, includes monitoring critical
resources, error and event logs, tuning, down loading software code, backing
up critical files and operating system configurations, adding/ deleting users,
resetting passwords, creating print servers, etc.
. Products Supported:
- Servers: file, print, gateway, domain, MAU's, LAM's, CAU'S connectivity, token
ring and ETHERNET topologies, LAN operating systems (OS/2 LANServer, NOVELL,
etc.), IBM and OEM LAN adapter cards.
. Environments supported:
- Hardware, software, configuration, tuning, multi-vendor product connectivity.
. Certifications:
- Novell CNE, Banyan, Windows NT, OS/2 Operating system, Netware, LAN
Network Manager, etc. Environment will require assigned workload in
either single product or multiple product certified skills.
- Billing Rates:
- ▇▇▇▇ Rates are based on each of the three (3) skill groups and on length of
time in skill group based on entry, 3 months, and 6 months. CGS employees
currently in these skill groups as of March 8, 1996 will remain at
their present ▇▇▇▇ rate. A listing is to be provided to IPS with the employees
name and ▇▇▇▇ rate as of March 8. All subsequent CGS employees will be at
the rates listed in the Rate Schedule of this document.
1.5.4.2 IDNX SUPPORT CENTER
CGS employees will provide direct support to IBM end users customers, and other
IBM organizations, on workstations and remotely diagnosing event and error logs,
to resolve hardware problems with voice and data equipment, working with TELCO
and other equipment supplier vendors identified by IBM. Requires an in-depth
knowledge of multiplexors, data communications devices, and switches.
. Products supported:
- IDNX
- ADNX
- STM
. Environment Supported:
- Wide area high bandwidth, PBX/CBX, Channel banks, echo cancellors, T-l/T-3,
LWX Lan adapter, voice, data, video, image, frame relay, all speeds of data
transmission.
1.5.4.3 LAN/WAN CONNECTIVITY
SUPPORT CENTER
CGS will isolate all network failures to a failing component, invoke and
coordinate IBM resources, as required, participate in OEM vendor and TELCO
conference calls as a technical resource for the customer. Interface with
product and software engineering on defects and quality issues.
. Products Supported:
- All IBM communication type products (modems, controllers, adapters, CPU's,
etc.), over 200 in number. OEM communication type products.
. Environment Supported:
- Hardware, software, configuration, TELCO carriers, OEM vendors.
1.5.4.4 WIRELESS/CELLULAR
HELPDESK
Wireless/Cellular Helpdesk Representative
CGS employees will provide support to IBM end user customers that have
contracted for cellular helpdesk services. Strong technical knowledge and/or
experience in the cellular/wireless industry
4
to accurately and quickly perform problem determination and resolution. Must
have thorough knowledge of a11 PC Laptops (IMB and OEM). Must be "Modem
literate" pertaining to all types, capabilities, and standards, compression and
error protocols, and completed range of asynchronous terminology. Familiar with
CDPD for purpose of installation assistance, trouble-shooting, including some
knowledge of TCP/IP concepts and protocols.
Senior Wireless/Cellular Helpdesk Representative - same as above, plus:
. In-depth knowledge of all laptops, modems, cellular protocols
. Able to train and assist Cellular/wireless helpdesk representative
. In-depth knowledge of TCP/IP protocols and networks
. Be escalation point for difficult technical problems
1.5.4.5 NETWORK TEAM LEADER
Network Support Center Team Leader -This position is limited to one (l) team
leader per twenty-five (25) employees within the Network Support Center. The
team leader is expected to respond to customer/ce calls 50% of the time as
described in the position above plus:
. Schedule assigned resources to workload and alert IBM when available skills
and/or resources will not satisfy a known engagement
. Provide overall work direction to a team of technical resources sufficient to
satisfy assigned service level objectives
. Identify and respond to critical changes within assigned mission (technical,
distribution of workload, etc.) with action plans for IBMS review and
implementation
. Demonstrate ability to serve as escalation point for all critical customer
calls
1.5.5 EUS Center, Tampa
End User Support (EUS) supports over 250 IBM and non-IBM and commercially
available, cross industry, PC software applications and PC hardware products:
this includes DOS, OS/2, and Apple Macintosh operating systems.
EUS also provides support on custom software/hardware. A custom product is an
application developed by an IBM end user or its vendor to meet unique needs.
CGS employees must have the capability to learn and support products that IBM
is or may be supporting and have the ability to learn new custom products which
IBM may elect to support in the future.
Certifications include Microsoft Certified Professional, OS/2 Certified
Engineer/Instructor, Microsoft Windows 95 Certification, Certified Novell
Engineer. Additional acceptable certifications require prior written approval of
both IBM Procurement and the IBM Site Coordinator.
--------------------------------------------------------------------------------
1.6 IBM Large Computing
Support Location
The following are the current IBM locations where contract employees are
required to provide telephone assistance to remotely diagnose customer
problems/questions and communicate a correct response:
1.6.1 MVS Support Group, Atlanta
Provide remote systems support to MVS customers worldwide. Requires an in-depth
knowledge of MVS internals, sub-systems, and program products.
--------------------------------------------------------------------------------
1.7 Graphics Coordinator
Position Concept: Is responsible for creating and updating quality process and
presentation charts on a timely basis. Primarily uses Lotus Freelance as the
software on a PS/2 type machine. Will operate equipment associated with
producing high-quality charts such as printers and plotters.
5
Responsibilities
. Operates basic graphics equipment and programs.
. Tracks due dates on process charts.
. Updates and distributes process charts monthly.
. Provides assistance for other presentation charts.
. Performs other duties, as assigned.
. Maintains soft copies of all charts created.
. Ensures equipment used is maintained and usable.
--------------------------------------------------------------------------------
1.8 Training
Training provided by CGS to its employees supporting IBM will fall into one of
three categories new employee, continuing. or new support.
"New employee" training is a combination of technical and process education.
CGS is responsible for the "new employee" technical education required for CGS
employees prior to being assigned to IBM. This training must ensure that new CGS
employees have sufficient technical knowledge of the supported products to
provide reliable problem determination and usage assistance to customers, and to
provide an efficient interface with the product vendor.
CGS is responsible for providing IBM with a detailed outline of their "new
employee" technical training plan, and the criteria used to certify completion
of the training plan for each employee. All CGS employees are expected to
complete this certification process prior to being assigned to work supporting
IBM. IBM will not be responsible for any charges associated . with this
training.
CGS employees will be expected to maintain currency on new versions and new
releases of supported products. This training is described as "continuing"
training. Time spent on "continuing" training activities is on-going for uniform
improvement of technical skills.
"New support" training applies to time spent on education required to provide
new or improved support to customers. IBM will provide for "new support"
training for CGS Site Coordinators. This type of training may occasionally
involve certification tests or exams. IBM will pay all costs associated with
the training of site coordinators (unless special provisions are made in
advance). CGS is expected to provide this training, testing and certification
to its employees and to pay for the cost of the certification tests or exams.
When a certified CGS employee leaves, CGS will be responsible to provide an
equivalent skill replacement or be responsible for associated certification
training expense.
IBM will provide "new employee" process education on specific items which are
considered to be unique to IBM. This education will be conducted once for the
CGS Site Coordinator (or their designated representative). Thereafter, the CGS
Site Coordinator is responsible for the "new employee" process education for all
other CGS employees.
The IBM Site Coordinator shall coordinate all IBM activities in support of the
"new employee" process training.
--------------------------------------------------------------------------------
1.9 Transitional Training
In the event of cancellation or at the expiration of this Agreement, CGS agrees
to provide a minimum of fifteen (15) days transitional training to a supplier
to be specified by IBM if other than CGS. Said training shall be conducted by an
adequate number of CGS employees to ensure continuity of service at a competent
level of performance. IBM shall pay for such training at the rates specified
in the Statement of Work for the job descriptions of the employees providing
such training. CGS shall ensure that it continues to meet all performance and
quality requirements specified in the Statement of Work throughout such training
period.
--------------------------------------------------------------------------------
1.10 Measurements
CGS shall be responsible for Customer satisfaction survey results for calls
responded to by CGS employees. The surveys will be conducted under IBM's
authorization on a random basis. The sample should include a minimum of 5% to 8%
of IBM end users whose problems have been resolved. Customer satisfaction
results are a key indicator of service and will be shared between IBM and CGS
6
on a weekly basis. Improvement plans, as required, will be jointly developed
and implemented.
1.10.1 Basic Understanding
CGS will provide employees who can meet or exceed a minimum customer
satisfaction level (see detail below) for all sites where it provides services
to IBM. CGS will track these levels and replace any employees not meeting the
minimum customer satisfaction level within two weeks. If a CGS employee leaves
or is dismissed, CGS will be fully responsible for all regular hourly
reimbursement (equivalent hours at IBM site, not to be greater than 90 days)
associated with training a replacement.
1.10.2 Minimum Customer
Satisfaction Level
CGS employees must maintain an average of 95% minimum customer satisfaction
level based on IBM's customer satisfaction survey. The satisfaction
level is to be measured quarterly using a rolling three month average.
Should any CGS employee not maintain an average of 95% minimum customer
satisfaction level, CGS will notify IBM that the situation will be corrected
within two weeks. CGS will be liable for up to three month's regular hourly
reimbursement to train any necessary replacement(s).
1.10.3 Quality
Measurements/Reporting
IBM will provide the CGS Site Coordinator with reports and/or information
detailing CGS's performance against the quality goals. This information will be
supplied on a weekly and/or monthly basis. The CGS Site Coordinator is expected
to work with the IBM Site Coordinator to ensure attainment of quality goals.
CGS employees will participate and demonstrate commitment to quality improvement
programs such as IBM Business Management Measurements (BMM) and ISO 9000
assessments/certification.
Specific measurements will be developed by IBM and CGS to gauge performance and
quality requirements. Overall areas measured will include but are not limited
to:
. Qualification of staff
- Calls per day per rep
. Adherence to procedures
. Customer satisfaction
. Quality control
- Problem Duration
- Call Response time/Call Abandon Rate
- First Call Resolution
- Minimal Customer Situation Information System (CSIS) incidents
(actual formula to be determined)
--------------------------------------------------------------------------------
1.11 Acceptance Criteria
Initial acceptance will depend on evaluation of the vendor's ability to meet the
scope defined in this document. Key criteria that will be reviewed includes but
not limited to:
. Cost
. Quality
. Management
--------------------------------------------------------------------------------
1.12 IBM Responsibilities
IBM is responsible for the following:
. Existing Processes and Procedures
. IBM Site Safety, Security and personnel
conduct policies
. Hardware/Software/Tools as described below (IBM Business use only) IBM
will provide and maintain ownership of IBM PC'S or PS/2'S, printers, as well
as any IBM and OEM software/hardware and all related technical manuals it
deems necessary. Maintenance of the equipment will be performed by IBM.
. Office facilities
. Personal shared workstation and required software
. Phone, headset, and phone system
. Access to required systems/tools
- RETAIN
- KBS
- VM
- EUS ON-LINE
7
. Access to any additional required equipment
. Badge access to assigned location
Note: The supplier shall follow the practices, procedures and priorities of
IBM in the use of IBM equipment, systems, and tools.
--------------------------------------------------------------------------------
1.13 CGS Responsibilities
CGS is responsible for the following:
. Answer customer requests in a timely,
professional, and accurate manner
. Monitor call quality using a remote call
monitoring system
. Ensure operating processes and procedures
are accurately followed
. Assist in updating these processes and
procedures as required
. Update customer database records
. Ensure skill requirements are met, maintained
and updated
. Provide effective management of personnel and
workload
. Train any additional personnel required after
initial training
. Support and adhere to ISO 9000 registration
when complete and all other quality programs
(CGS personnel will talk to ISO 9000 auditors
if asked)
. Evaluate work performance and increase or
decrease to allow for efficiencies or increased
workload at IBM's approval
. CGS shall supply for IBM's review and
approval, transition and implementation plans
to meet targets
. CGS management is expected to have regularly
scheduled status meetings and provide written
reports to the IBM Site Coordinator monthly.
. Adhere to IBM Site Safety, Security and
personnel conduct policies
. Define process which manages new
requirements from IBM
. Monthly Quality updates and action plans
. Perform configuration and setup of hardware
and installation of software packages for the
equipment assigned to them.
8
--------------------------------------------------------------------------------
1.14 Rate Schedule
--------------------------------------------------------------------------------
Table 1. Rate Schedule
--------------------------------------------------------------------------------
Job Description - "C" Programmer - $/HR $/HR
Atlanta Pay Rate ▇▇▇▇ Rate
--------------------------------------------------------------------------------
Programmer **** ****
Senior "C" Programmer **** ****
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Table 2. Rate Schedule
--------------------------------------------------------------------------------
Job Description - Atlanta Desktop $/HR $/HR
Pay Rate ▇▇▇▇ Rate
--------------------------------------------------------------------------------
Desktop Support Representative **** ****
Senior Desktop Support Represen- **** ****
tative
Desktop Support Team Leader **** ****
System Installation Technician **** ****
--------------------------------------------------------------------------------
**** Confidential treatment is being requested for these portions of this
agreement.
9
--------------------------------------------------------------------------------
Table 3. Rate Schedule
--------------------------------------------------------------------------------
Job Description - Atlanta Network $/HR $/HR
Support Pay Rate ▇▇▇▇ Rate
--------------------------------------------------------------------------------
LAN Monitoring & Administration - **** ****
Entry
LAN Monitoring & Administration - **** ****
3 months in position
LAN Monitoring & Administration - **** ****
6 months in position
LAN Software- Single NOS Product **** ****
Certification Assigned - Entry
LAN Software- Single NOS Product **** ****
Certification Assigned - 3 Months
LAN Software - Single NOS Product **** ****
Certification Assigned - 6 Months
LAN Software - Multi-NOS Product **** ****
Certification Assigned - Entry
LAN Software - Multi-NOS Product **** ****
Certification Assigned - 3 Months
LAN Software- Multi-NOS Product **** ****
Certification Assigned - 6 Months
IDNX Remote Support Represen- **** ****
tative
LAN/WAN Connectivity Support **** ****
Representative
Wireless/Cellular Support Represen- **** ****
tative
Senior Wireless/Cellular Support **** ****
Representative
Network Support Team Leader **** ****
--------------------------------------------------------------------------------
**** Confidential treatment is being requested for these portions of this
agreement.
10
--------------------------------------------------------------------------------
Table 4. Rate Schedule
--------------------------------------------------------------------------------
Job Description- Chicago Advanced $/HR $/HR
Workstation Support Pay Rate ▇▇▇▇ Rate
--------------------------------------------------------------------------------
RISC/6000 Hardware PD **** ****
Multivendor Support Representative **** ****
- UNIX
RISC/6000 Call Screening - **** ****
RISC/AIX
PNID/Parts Number Service **** ****
--------------------------------------------------------------------------------
Table 5. Rate Schedule
--------------------------------------------------------------------------------
Job Description - Tampa EUS $/HR $/HR
Pay Rate ▇▇▇▇ Rate
--------------------------------------------------------------------------------
SW Application Support Represen- **** ****
tative up to 3 years IBM experience
SW Application Support Represen- **** ****
tative with IBM approved certif-
ication or 3 years IBM experience
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Table 6. Rate Schedule
--------------------------------------------------------------------------------
Job Description - MVS Support Rep- $/HR $/HR
resentative Pay Rate ▇▇▇▇ Rate
--------------------------------------------------------------------------------
MVS Support Representative **** ****
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Table 7. Rate Schedule
--------------------------------------------------------------------------------
Job Description - Graphics Coordi- $/HR $/HR
nator Pay Rate ▇▇▇▇ Rate
--------------------------------------------------------------------------------
Graphics Coordinator **** ****
--------------------------------------------------------------------------------
. Notes
-- IBM shall pay overtime at a rate of ****%
of the regular pay rate.
-- IBM will not pay shift premium
-- IBM will not pay overtime for CGS
managers/CGS Site Coordinator
-- Pay rate times uplift equals the ▇▇▇▇ rate
**** Confidential treatment is being requested for these portions of this
agreement.
11
-- It is IBM's intent to reimburse for "productive" hours worked. Supplier
should plan on invoicing IBM for actual hours worked at the support center
location. Vacation/sick and other time away from the job should be absorbed
in overhead.
-- CGS will not use an employee assigned to an IBM location for any outside
consulting work without receiving advanced authorization, in writing, from
IBM.
--------------------------------------------------------------------------------
1.15 Glossary of Terms
. "Technical Representative" is a person who is skilled in the use of a product
and is considered to be of an advisory capacity on the product.
. "Help Desk" Services (HDS) are a bundle of separate services available
through IBM's Workstation Technical Support organization to provide a
comprehensive array of services that uniquely address a customer's needs in
today's complex mixed vendor computer processing environments.
. "OEM" is the original equipment manufacturer (e.g. Compaq, Apple, etc.).
. "Problem" is a singular request for assistance on a specific product. Requests
for assistance on multiple products, or different problems with the same
product will be considered to be multiple problems. If an initial answer does
not resolve the problem, subsequent calls may be placed under the original
problem number. A problem may involve multiple conversations or actions: the
initial request, off-line research, a callback. and closure.
. "NOS" is a Network Operating System such as OS/2 LANServer, BANYAN,
MICROSOFT NT, etc.
. "Supported Product" is an eligible software/hardware product which is on a
current Workstation Technical Support supported product list. Supported
implies trained personnel are ready and available to handle calls on the
product.
. "Workstation" is a machine of an eligible type and at least one eligible
program listed on the supported product list.
. "CSIS" (Customer Situation Information System) is IBM's customer complaint
system for tracking, monitoring, and ensuring satisfactory resolution.
. "Entitlement" is the process of ensuring customers are entitled to receive
warranty/maintenance service or helpdesk services from IBM.
. "Retain" (Remote Technical Assistance Network) is IBM's world-wide database
storing customer problem records.
. "VM" (Virtual Machine) is the IBM mainframe operating system.
. "Trailer Call" is the process used to measure a customer's level of
satisfaction with the way their call was handled.
. "ISO 9000" are internationally recognized industry standards which identify
the requirements for an effective quality management system.