\nProject Request and Assignment x<\/p>\nIdentify strategy\/ Define geographic area x<\/p>\n
Provide CRE personnel information in standard x
\nspreadsheet format (attached)<\/p>\n
Propose alternatives x x<\/p>\n
Dimension Size requirement based on approved x
\nstandards (attached)<\/p>\n
Approve Size and Geographic search area x<\/p>\n
Determine Telecomm\/data requirements and provide x TCC PM
\nbudget TechCentral
\n Data
\n Resource<\/p>\n
Obtain market data, develop short list and coordinate x x RE broker
\nschedule for market tour<\/p>\n
Tour short list of sites x x<\/p>\n
Analyze RFP’s, Counter proposals, propose property x<\/p>\n
Prepare and circulate facility CIP for approval x<\/p>\n
Review and approve facility CIP x<\/p>\n
Finalize site selection x<\/p>\n
Request Environmental and Security review of property x<\/p>\n
Conduct Environmental assessment PBI Corporate
\n Safety<\/p>\n
Conduct Security review Security Firm<\/p>\n
Negotiate and finalize lease document x RE Atty<\/p>\n
Execute Lease Agreement x<\/p>\n
Request and analyze furniture inventory. Develop x Furniture
\nfurniture installation drawing. Order components Distributor —
\nneeded to complete new configurations or to replace Inventory\/ design
\ndamaged furniture.<\/p>\n
Develop space plan x x Architect<\/p>\n
Approve final space plan x<\/p>\n
Develop construction documents x Architect<\/p>\n
Manage construction process x TCCS<\/p>\n
Manage installation of voice and data x TCCS<\/p>\n
Manage installation of new furniture and the tear x Furniture
\ndown and rebuild or move of existing furniture Distributor & TCCS<\/p>\n
Schedule and Coordinate move into new facility x x Move vendor & TCCS
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
Schedule 1B-Exhibit A-Page 6<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1C-1 — Accounting Services — Sales, Use and Property Tax<\/p>\n
General<\/p>\n
PBI will provide Imagistics with transitional accounting services to cover tax
\ncompliance, research and tax-audit planning for sales, use and property taxes.<\/p>\n
Duration<\/p>\n
Distribution Date to December 31, 2001 (general support excluding maintenance of
\ntables) Distribution Date to December 31, 2002 (maintenance of all tax tables)<\/p>\n
Cost<\/p>\n
$11,250 per month until December 31, 2001.
\n$1,000 per month from January 1, 2002 until December 31, 2002.<\/p>\n
Included Services<\/p>\n
o Maintenance of tax tables includes:<\/p>\n
o Maintain Spitab tables.<\/p>\n
o Maintain use-tax tables.<\/p>\n
o Maintain property tax depreciation tables for tangible personal tax. o
\n Maintain PTMS (fixed asset) tax tables.<\/p>\n
o General Support includes:<\/p>\n
o Train Imagistics tax group to maintain the PTMS table post-transition
\n period.<\/p>\n
o Support Imagistics tax group as consultant to help build competence.<\/p>\n
o Support tax compliance efforts (business licences, sales and use
\n returns, property tax returns).<\/p>\n
o Provide tax data and backup documents to Imagistics upon request.<\/p>\n
o Provide Imagistics with three offices\/cubicles equipped with online
\n desktop computers and printer, in or near the PBI tax department.<\/p>\n
o Advise Imagistics of any sales, use or property tax audit issues which
\n result or may result in additional tax (or refund) or written advice
\n by taxing authority on suggested or required corrective measures.
\n These issues could include audit adjustments that affected the
\n facsimile and\/or copier component of PBI compliance, or adjustments or
\n issues that could affect prospective or post-distribution Imagistics
\n compliance or audits.<\/p>\n
Schedule 1C-1-Page 1<\/p>\n
Excluded Services<\/p>\n
o PBI will not conduct any tax research on behalf of Imagistics after August
\n 1, 2001.<\/p>\n
Conditions<\/p>\n
o Imagistics will sign all tax returns submitted by Imagistics.<\/p>\n
o Imagistics will indemnify PBI for all returns completed by PBI on the
\n behalf of Imagistics, consistent with the appropriate terms in the tax
\n separation agreement.<\/p>\n
Schedule 1C-1-Page 2<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1C-2 — Accounting Services — Payroll, Travel Reimbursement,
\n Accounts Payable<\/p>\n
General<\/p>\n
PBI will provide Imagistics with transitional accounting services to cover
\npayroll, accounts payable and travel reimbursement.<\/p>\n
Duration<\/p>\n
Distribution Date to December 31, 2001 (Payroll and Travel Reimbursement).
\nDistribution Date to December 31, 2002 (Accounts Payable)<\/p>\n
Cost<\/p>\n
Monthly charges will be as follows:<\/p>\n
Payroll $34,870
\nTravel Reimbursement 4,855
\nAccounts Payable 22,650
\n ——–
\nTotal $62,375
\n ========<\/p>\n
Included Services
\nPayroll services include:<\/p>\n
o Set-up of new employees in Payroll system, assuming ordinary changes to
\n payrolls. Extraordinary numbers of new employees brought on by acquisitions
\n or business practice changes may incur higher fees.<\/p>\n
o Processing regular payroll and overtime payments.<\/p>\n
o Payroll tax deposits, returns, payments and W-2 processing.<\/p>\n
o Account reconciliations for all payroll accounts (FICA, unemployment
\n insurance, federal\/state and local with-holding, other appropriate
\n deductions, and payroll).<\/p>\n
Travel Reimbursement services include:<\/p>\n
o Processing approved Travel Reimbursement Payments and adjustments,
\n consistent with existing PBI suppliers and practices.<\/p>\n
o Assigning travel expenses to appropriate GL account.<\/p>\n
o Does not include approval of expenses which will be conducted by
\n Imagistics.<\/p>\n
Accounts Payable services include:<\/p>\n
o Provide system space for Imagistics Accounts Payable on SAP system.<\/p>\n
o Schedule systems runs.<\/p>\n
Schedule 1C-2-Page 1<\/p>\n
o Maintain SAP and vendor file.<\/p>\n
o Control systems security.<\/p>\n
o Provide training for Imagistics staff to process reports etc in SAP system.<\/p>\n
o Does not include processing, matching and paying bills (done by Imagistics
\n staff).<\/p>\n
Schedule 1C-2-Page 2<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1C-3 — Accounting Services — General Ledger<\/p>\n
General<\/p>\n
Imagistics will continue to use the general ledger system within PBI’s SAP
\nenvironment during the transition period. Maintenance of the system will be
\nprovided by PBI, while most accounting activities related to the general ledger
\nwill be conducted by Imagistics.<\/p>\n
Imagistics accounting system structure will be maintained at a level consistent
\nwith the period preceding the spin-off. Any changes to this structure will be
\nmade at the sole discretion of PBI.<\/p>\n
Duration<\/p>\n
Distribution Date to December 31, 2002<\/p>\n
Cost<\/p>\n
$34,500 per month.<\/p>\n
Included Services<\/p>\n
o Maintenance of the SAP system (including Chart of Accounts, cost center
\n structure, product hierarchy, Accrual reversal, open and close posting
\n periods).<\/p>\n
o Maintenance of access security to SAP.<\/p>\n
o Reconciliation of feeder systems to general ledger.<\/p>\n
o Reconciliation of shared accounts to general ledger.<\/p>\n
o Prepare the feeder closing schedule for Danbury Data Center.<\/p>\n
o Facilitate closing entries based on requests from Imagistics.<\/p>\n
o Training of Imagistics staff to utilize general ledger within SAP.<\/p>\n
Metrics\/Service Levels<\/p>\n
PBI will ensure that closing schedules for Imagistics books will conform to a
\nmonthly closing schedule that will be provided to Imagistics management,
\nconsistent with the pre-spin-off practice. It is expected that Imagistics’
\nmonthly close of feeder systems will conform closely with that of PBI (timing is
\ndictated by the timing of the run of PBI and Imagistics unique feeder systems).<\/p>\n
Schedule 1C-3-Page 1<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1C-4 — Accounting Services — Fixed Assets<\/p>\n
General<\/p>\n
Imagistics will continue to use the fixed asset ledger within PBI’s SAP system
\nduring the transition period.<\/p>\n
Duration<\/p>\n
Distribution Date to December 31, 2002<\/p>\n
Cost<\/p>\n
$2,000 per month.<\/p>\n
Included Services<\/p>\n
o Set-up of fixed assets into SAP system.<\/p>\n
o Ongoing maintenance of the account structure.<\/p>\n
o Process write-offs and accounting entries upon request of Imagistics.<\/p>\n
o Provide ad-hoc reporting as required by Imagistics.<\/p>\n
o Training of Imagistics staff to utilize fixed asset ledger within SAP.<\/p>\n
Schedule 1C-4-Page 1<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1C-5 — Accounting Services — Inventory Accounting<\/p>\n
General<\/p>\n
Imagistics will continue to use the inventory accounting system within PBI’s
\nfinancial system during the transition period.<\/p>\n
Duration<\/p>\n
Distribution Date to December 31, 2002<\/p>\n
Cost<\/p>\n
$20,400 per month.<\/p>\n
Included Services<\/p>\n
o Maintenance of the CIS Inventory system (includes all product code
\n hierarchy, depreciation rates, etc.)<\/p>\n
o Reconciliation of feeder systems to general ledger (demos, finished goods,
\n rental assets).<\/p>\n
o Ensure output from inventory system is accurately reflected within G\/L and
\n Income Statement.<\/p>\n
o Calculation of Purchase Material Variances on facsimile equipment and
\n parts.<\/p>\n
o Ensure reconciliations are accurate and current for shared accounts.<\/p>\n
Schedule 1C-5-Page 1<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1C-6 — Accounting Services — Accounts Receivable<\/p>\n
General<\/p>\n
Imagistics will continue to use the Mechanical Accounts Receivable System during
\nthe transition period. Maintenance of the system will be provided by PBI.<\/p>\n
PBI will support reconciliation of Accounts Receivable to the General Ledger,
\nand will work in conjunction with Imagistics to ensure that cash application
\nthrough the separate lock-boxes is correct.<\/p>\n
PBI will continue to issue over-due statements to Imagistics customers with
\noutstanding invoices greater than 40 days.<\/p>\n
There will be no cross-divisional (i.e. Inter-company) file corrections within
\nthe Accounts Receivable system. Imagistics will make no changes to the A\/R
\nsystem beyond normal customer maintenance functions defined below.<\/p>\n
Duration<\/p>\n
Distribution Date to December 31, 2002 (A\/R systems usage and maintenance)
\nDistribution Date to January 31, 2002 (Reconciliation and accounting support)<\/p>\n
Cost<\/p>\n
Monthly charges are as follows:<\/p>\n
Salaries $ 590
\nA\/R System Maintenance 5,700
\nForms and Envelopes 1,840
\nPostage 8,300
\n ——–
\nTotal $16,430<\/p>\n
Commencing January 1, 2002, monthly charge will be reduced by $590 (all salary
\ncharges related to reconciliations and accounting support will cease).<\/p>\n
Included Services<\/p>\n
PBI will:<\/p>\n
o Maintain Spitab tables (A\/R aging, Bad debts, Statements\/Commissions).<\/p>\n
o Tie-out daily Trial Balance to Mechanical Invoice Load (until 1\/31\/02).<\/p>\n
o Tie-out and reconciliation monthly (until 1\/31\/02):<\/p>\n
o Cashbook (JV#004)<\/p>\n
Schedule 1C-6-Page 1<\/p>\n
o Refunds and Manual A\/R Feeder (JV#99)<\/p>\n
o A\/R to General Ledger<\/p>\n
o Analyze, in conjunction with Imagistics, misapplied cash through lockbox
\n process:<\/p>\n
o Determine if any cash received through PBI lockbox is for payment of
\n Imagistics invoices.<\/p>\n
o Remove from PBI G\/L and A\/R systems any misapplied cash.<\/p>\n
o Wire any misapplied Imagistics cash to Imagistics on a timely basis,
\n to be determined jointly by both parties.<\/p>\n
o Train Imagistics staff on Reconciliation procedures on G\/L.<\/p>\n
o Set-up & maintain Imagistics employees for A\/R Security.<\/p>\n
o Provide to Imagistics usage of the A\/R system, including:<\/p>\n
o On-line functionality of A\/R System (entries made by Imagistics
\n staff):<\/p>\n
o Write-Off.<\/p>\n
o File Correction.<\/p>\n
o Refund.<\/p>\n
o Use of all existing A\/R screens:<\/p>\n
o CMS.<\/p>\n
o Payment history\/Fiche information.<\/p>\n
o Reporting (access to Imagistics staff to generate following reports):<\/p>\n
o A\/R Aging Report.<\/p>\n
o Bad Debt Reporting.<\/p>\n
o Refund Reporting.<\/p>\n
o Issue weekly overdue statements to Imagistics customers with invoices
\n outstanding more than 40 days (including cost of statement, envelope and
\n postage).<\/p>\n
Imagistics Services provided to PBI<\/p>\n
o Analyze, in conjunction with PBI, misapplied cash through lockbox process:<\/p>\n
o Determine if any cash received through Imagistics lockbox is for
\n payment of PBI invoices.<\/p>\n
o Remove from Imagistics G\/L and A\/R systems any misapplied PBI cash.<\/p>\n
o Wire any misapplied PBI cash to PBI on a timely basis, to be
\n determined jointly by both parties.<\/p>\n
Excluded Services<\/p>\n
o All Imagistics Fax Accounts Receivable Processes (not presently conducted
\n by PBI).<\/p>\n
o Management of Imagistics lockboxes.<\/p>\n
Schedule 1C-6-Page 2<\/p>\n
o Cash application of cash received through Imagistics lockboxes (conducted
\n by Imagistics A\/R staff).<\/p>\n
o All A\/R functions related Imagistics customers (conducted by Imagistics A\/R
\n staff) including:<\/p>\n
o Write-Off.<\/p>\n
o File Correction.<\/p>\n
o Refund.<\/p>\n
o All daily\/monthly reconciliations of Imagistics A\/R will be assumed by
\n Imagistics after 1\/31\/02.<\/p>\n
Schedule 1C-6-Page 3<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1D — Benefits Administration<\/p>\n
General<\/p>\n
PBI agrees to provide certain administrative services related to employee
\nbenefits to be offered by PBI to Imagistics employees as set forth below.<\/p>\n
Duration<\/p>\n
o Except for specific items that are noted in Section 5 below, all benefits
\n administration support will terminate on December 31, 2001.<\/p>\n
Cost<\/p>\n
o $74,100 per month (from Distribution Date through December 31, 2001)<\/p>\n
o PBI and Imagistics agree to negotiate jointly with 3rd party vendors with
\n respect to costs incurred related to pension transition service credit to
\n be provided by such vendors on behalf of Imagistics employees where the
\n services pertain to employee benefits provided by Pitney Bowes. Imagistics
\n agrees to pay the fees of such vendors directly to the vendors without
\n involvement of Pitney Bowes.<\/p>\n
Included Services<\/p>\n
1. General Benefits Administration<\/p>\n
o Health Care, Dependent Care claims and administration of flex benefits.<\/p>\n
o Processing of retirees from Imagistics transferred from Pitney Bowes,
\n including pension and retiree medical benefits.<\/p>\n
2. Administration of Disability Programs<\/p>\n
o Services to be provided are comparable to historical service provided to
\n Imagistics employees.<\/p>\n
3. Benefits Customer Service Center<\/p>\n
o Services to be provided are comparable to historical service provided to
\n Imagistics employees.<\/p>\n
4. PBI Systems Access<\/p>\n
o Access to PARS, DSS, Benesoft, MDA.<\/p>\n
5. 2002 and Beyond<\/p>\n
o Benefits Call Center 8:00 – 6:00 PM – (ends 3\/31\/02)<\/p>\n
o Dependant Care\/Healthcare account claims processing – (ends 3\/31\/02)<\/p>\n
Schedule 1D-Page 1<\/p>\n
o Disability – run-out of all open claims as of 12\/31\/01 (ends 6\/15\/02)<\/p>\n
o Processing of retirees from Imagistics transferred from Pitney Bowes,
\n including pension and retiree medical benefits.<\/p>\n
Imagistics Responsibilities<\/p>\n
o Imagistics agrees to provide Towers Perrin or other provider designated by
\n Pitney Bowes with data monthly that tracks employee pay and employment
\n duration for Imagistics employees. Data must be provided in a format that
\n is compatible with Pitney Bowes’ pension benefits software.<\/p>\n
Schedule 1D-Page 2<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1E — Supplies Line Order Entry System<\/p>\n
General<\/p>\n
Imagistics will continue to use the PBI Telemarketing order entry system for the
\nSupplies Line for all Copier orders. Fax orders will not use the PBI
\nTelemarketing order entry system.<\/p>\n
The order entry system described in this agreement includes the order entry
\nsystem, the customer database, pricing database, product master, credit card,
\nshipping database and invoicing which are also key support for the overall
\nTelemarketing system.<\/p>\n
Duration<\/p>\n
Distribution Date to December 31, 2002<\/p>\n
Cost<\/p>\n
Normal maintenance of the system, including updates for changes in products and
\nor pricing, will be provided through the same arrangement as existed
\npre-Spinoff.<\/p>\n
Postage, envelopes, letter stock and other soft-costs (such as credit card fees
\nand other chargebacks) will be charged back to Imagistics at actual cost
\nincurred.<\/p>\n
Approved Imagistics-requested system changes and testing will charged at a rate
\nof $150 per hour.<\/p>\n
Included Services<\/p>\n
Maintenance of the Order Entry System, including Cost of Sales and Billing.<\/p>\n
Daily feed of order information to invoicing system and revenue tie-outs.<\/p>\n
Feed to general ledger and all required reconciliations.<\/p>\n
Limited systems changes will be provided at rates shown above. All systems
\nchanges must be approved in advance by PBI, and tested by PBI prior to
\nimplementation.<\/p>\n
Fax supply line orders will not use the PBI Order entry system except when
\ncustomers use purchase power account to pay for purchase.<\/p>\n
Schedule 1E-Page 1<\/p>\n
Imagistics will make no changes to the PBI supply line order entry system,
\nexcept the daily maintenance of the Imagistics-related portions of the following
\nmodules, which are sole responsibility of Imagistics:<\/p>\n
o Products<\/p>\n
o Contracts<\/p>\n
o Cost of Sales\/Accounting<\/p>\n
o Product Routing<\/p>\n
o Pricing<\/p>\n
Note that each of the above modules are maintained by Imagistics in the period
\nprior to the spin-off.<\/p>\n
Schedule 1E-Page 2<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1F — Customer Care<\/p>\n
General<\/p>\n
The PBI Customer Care Group will support Imagistics by providing incoming
\nservice call receipt and service call dispatch. This service includes use of
\nboth human and electronic (Integrated Voice Response, or IVR) call receipt.<\/p>\n
Duration<\/p>\n
This agreement will terminated concurrently with the termination of the Field
\nService agreement.<\/p>\n
If a long-term arm’s length Field Service agreement is negotiated, this Customer
\nCare agreement will be deemed to be cancelled concurrently with the termination
\nof the transitional services agreement for Field Service, and a subsequent
\nagreement covering the services provided by the Customer Care Group would need
\nto be agreed to by both parties.<\/p>\n
Cost<\/p>\n
$158,100 per month based on an annual non-IVR call volume of 900,000 to
\n1,000,000 Imagistics calls per year.<\/p>\n
On or around August 1, 2002, an annual reconciliation of non-IVR calls will be
\ncompleted by the Customer Care Group. All billing adjustments as a result of
\nthis reconciliation will be made in the next monthly bill following the
\nreconciliation. The reconciliation will be based on the following methodology:<\/p>\n
Annual Call Range (Credit)\/Charge to Imagistics
\n—————– —————————–
\nBelow 840,000 $(50,000) for every 30,000 calls under 900K
\n840,000-869,999 $(100,000)
\n870,000-899,999 $(50,000)
\n900,000 – 1,000,000 No adjustment
\n1,000,001 – 1,030,000 $50,000
\n1,030,001 – 1,060,000 $100,000
\nAbove 1,060,000 $50,000 for every 30,000 calls over 1 million<\/p>\n
Subsequent reconciliations will be undertaken annually. If this agreement is
\ncancelled or expires in the middle of a year, a reconciliation will be completed
\nat time of cancellation based on monthly call volumes, using an equal monthly
\npro-ration of the annual call volume target range of 900,000 to 1,000,000 calls.
\nLikewise, any incremental charges or credits will be pro-rated in equal monthly<\/p>\n
Schedule 1F-Page 1<\/p>\n
amounts based on the above ranges. For example, if this agreement were cancelled
\nafter 5 months (or 5 months after the last reconciliation period), a target
\nrange of 5\/12s of the above Call Ranges and Charges would apply. Any adjustments
\nwill be made in a separate bill following the reconciliation.<\/p>\n
Included Services<\/p>\n
Access to both customer service representatives and the integrated voice
\nresponse system (IVR) to accept inbound telephone calls requesting service calls
\nor service call information related to Imagistics products.<\/p>\n
The representative will assess the nature of inbound calls and route calls to
\nfield service representatives via the ACESS system.<\/p>\n
Monthly reporting of call volumes will be provided to Imagistics at comparable
\nlevels as existed prior to spin-off.<\/p>\n
Only service-related calls are handled by the Customer Care group. All billing
\nissues are routed to Imagistics agents in Denver.<\/p>\n
Upon receipt of completed call information, the agent will assess whether the
\ncall is billable or covered by a service contract. The agent will then code the
\norder appropriately in the system.<\/p>\n
PBI will provide disaster recovery services for the Melbourne fax diagnostic
\ncenter only. Disaster Recovery service will allow customer telephone calls to be
\nrouted to PBI call centers. PBI agents will provide limited service to such
\ncustomers at best-efforts level, following previously agreed upon plans. If
\nadditional expenses are incurred by PBI in support of this service, they will be
\ncharged to Imagistics.<\/p>\n
Excluded Services<\/p>\n
Service does not include the provision disaster recovery service for Imagistics
\ncall centers except as noted above.<\/p>\n
Schedule 1F-Page 2<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1G — Safety and Environmental<\/p>\n
General<\/p>\n
PBI will furnish Imagistics with Safety and Environmental consulting support
\nduring the transition period. These services cover the regulatory mandated
\nprograms of EPA, OSHA, DOT and other employee safety, health, property
\nprotection, energy management and environmental compliance initiatives.<\/p>\n
PBI will accept no liability for any claims or damages related to any services
\nprovided herein. Imagistics will save harmless PBI from any claims or damages
\nrelated to Safety or Environmental concerns.<\/p>\n
Duration<\/p>\n
The period commencing at the Distribution Date and concluding December 31, 2001.<\/p>\n
Cost<\/p>\n
$12,000 per month. This fee will cover reasonable personnel and travel expenses
\nrelated to on-going business requirements.<\/p>\n
If extra-ordinary expenses are required due to unusual business situations, PBI
\nwill advise Imagistics of the expected cost of services and Imagistics will not
\nunreasonably reject payment of those expenses.<\/p>\n
Included Services<\/p>\n
Service will include the provision of consulting and training support related to
\nthe following areas:<\/p>\n
o Industrial Hygiene Programs<\/p>\n
o Environmental Compliance Audits<\/p>\n
o Environmental Compliance Support<\/p>\n
o Asset Recovery Operations<\/p>\n
o Supply Chain Environmental Management (SCEM)<\/p>\n
o Environmental Training<\/p>\n
o Packaging Compliance<\/p>\n
o Marketing Support<\/p>\n
o Sales Support<\/p>\n
o Property Assessments (EHS Focus)<\/p>\n
o Environmental Metrics<\/p>\n
Schedule 1G-Page 1<\/p>\n
o Energy Management Services<\/p>\n
o Vendor Audits<\/p>\n
o Chemical Safety<\/p>\n
o Safety Consulting<\/p>\n
o Property Protection<\/p>\n
o Air Permit Administration<\/p>\n
o OSHA Record-keeping<\/p>\n
o BLS Record-keeping\/Reporting<\/p>\n
o Field Safety Program<\/p>\n
o Safety and Health Audits<\/p>\n
o MSDS Program<\/p>\n
o Office Ergonomics Program<\/p>\n
o Contractor Safety\/Customer Support<\/p>\n
o Motor Vehicle Safety Program<\/p>\n
o Asbestos Management<\/p>\n
Limits of Liability<\/p>\n
PBI will accept no liability for any claims or damages related to any services
\nprovided herein. Imagistics will save harmless PBI from any claims or damages
\nrelated to Safety or Environmental concerns.<\/p>\n
Schedule 1G-Page 2<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1H — Field Service Systems Support<\/p>\n
General<\/p>\n
PBI will furnish Imagistics with systems support related to call dispatch, parts
\norder, customer billing and service history for all US regions through the ACESS
\nsystem.<\/p>\n
Duration<\/p>\n
The period commencing at the Distribution Date and concluding December 31, 2002.<\/p>\n
Cost<\/p>\n
Support of the ACESS system and handhelds will be charged at a monthly rate of
\n$208,000 ($2.5 Mil annually).<\/p>\n
At the termination of this agreement, all costs associated with migrating data
\nto a new system will be borne by Imagistics.<\/p>\n
Included Services<\/p>\n
For all Imagistics business, PBI will provide the following services:<\/p>\n
o Ongoing support of the ACESS system.<\/p>\n
o Access to the ACESS system by Imagistics staff.<\/p>\n
o Daily batch feeds from ACESS to Imagistics billing system.<\/p>\n
o Update and maintenance of hardware and software required for wireless
\n communication system (including handheld devices and AIM system).<\/p>\n
o Logistics for repair and redistribution of wireless devices.<\/p>\n
Schedule 1H-Page 1<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1J — Non-Focus Area Field Service<\/p>\n
General<\/p>\n
PBI will furnish Imagistics with maintenance service to Imagistics products in
\nareas that were serviced on June 1, 2001 by global mailing systems
\nrepresentatives (the “Non-Focus Areas”).<\/p>\n
Duration<\/p>\n
The period commencing at the Distribution Date and concluding December 31, 2002.<\/p>\n
This agreement can be cancelled with 90 days written notice by either party.<\/p>\n
This agreement may be renewed annually for a one-year period if specific terms
\nincluding cost can be agreed between both parties.<\/p>\n
Cost<\/p>\n
$492,000 per month based on a target service population of 6,200 copiers and
\n13,000 faxes. Volumes will be re-evaluated quarterly. A machine is included in
\nthe service volume if it is a rental or has a valid EMA or has had service work
\nconducted upon it within the past twelve months.<\/p>\n
Pricing will remain consistent if volume remains within 5% of the target volume.
\nPricing will be modified on a quarterly basis if volume changes by more than 5%
\nfrom the target volume. Revised pricing will be based on a mutually agreed
\nformula that takes into account changes in volume and model mix.<\/p>\n
All initial costs associated with training of new and existing service
\ntechnicians on product updates or new products will be borne by Imagistics.<\/p>\n
All costs associated with supply of parts to field service representatives for
\nrepairs on Imagistics products will be borne by Imagistics.<\/p>\n
Included Services<\/p>\n
For the specific territories described below, customer service of specific
\nproducts (listed below), including:<\/p>\n
o Preventative, remedial and emergency customer service.<\/p>\n
o Installation of new products.<\/p>\n
Schedule 1J-Page 1<\/p>\n
o Preparation and reinstallation of relocated products (excluding actual
\n transport of products which will be charged directly to Imagistics).<\/p>\n
o Customer training and\/or consulting.<\/p>\n
o Specific operating procedures have been mutually agreed upon and are
\n on file with PBI. These operating procedures may be changed upon
\n mutual consent of both parties.<\/p>\n
Included Territories<\/p>\n
o The included territories are identified in a list previously provided
\n and agreed by Imagistics, which is maintained on file by PBI. Changes
\n to the list of included territories will be allowed if the changes are
\n mutually agreed to by Imagistics and PBI.<\/p>\n
Specific Products Covered<\/p>\n
o Facsimile\/Multifunction devices — products whose primary function is
\n the transmission and receipt of scanned images. May also have scan and
\n store, printing or copying functions as secondary options. May connect
\n to a PC as a standalone print device.<\/p>\n
o Analog Copier\/Unconnected Digital Copiers — products whose primary
\n function is the reproduction of scanned images locally, not connected
\n to a LAN or WAN. May have built-in facsimile functions as a secondary
\n function. May connect to a PC as a standalone print device.<\/p>\n
o Digital Connected Copiers — products whose primary function is the
\n reproduction of scanned images, which are connected to a LAN or WAN
\n via an external print services device or an embedded printer
\n controller. PBI will service the copier\/print device only. Imagistics
\n will install and service networking options\/software at its own
\n expense.<\/p>\n
o Color Copiers (connected and unconnected) — products whose primary
\n function is the reproduction of scanned images in a CMYK (Color)
\n environment, locally or connected to a LAN or WAN. PBI is not required
\n to service color copiers in any locations.<\/p>\n
Services provided by Imagistics<\/p>\n
For the products listed above and for mutually agreed to approved new products,
\nImagistics is obligated to provide initial technician training to all PBI
\nservice technicians working in the Included Territories. The level of training
\nwill be equivalent to that provided to Imagistics service technicians.
\nImagistics will train a PBI rep at no cost to PBI, within 30 days, if a machine
\nis moved into a non-focus area by a major or national account.<\/p>\n
Schedule 1J-Page 2<\/p>\n
Technical product changes: Timing of training to the PBI service techs will be
\nreasonably concurrent with training of Imagistics, with both parties making
\nbest-efforts to make themselves available for such training.<\/p>\n
New technician training: New technicians will be trained at regularly scheduled
\nImagistics training courses.<\/p>\n
Imagistics will offer free technical training to all PBI reps at regularly
\nscheduled Imagistics training courses if space is available.<\/p>\n
All costs associated with initial training for new territories\/equipment, not
\npreviously trained will be borne by Imagistics (including travel-related costs
\nand all costs related to training materials and facilities, but excluding any
\ncharges from PBI techs for time spent in training). Where additional training is
\nrequired due to unsatisfactory performance by a previously trained PBI rep, all
\ncosts associated with this training will be borne by PBI. Where additional
\ntraining is required due to turnover of PBI reps (defined as any rep with less
\nthan 2 years experience with PBI), all travel costs associated with this
\ntraining will be borne by PBI.<\/p>\n
Technical telephone support of specified products will be provided in timely
\nfashion by Imagistics and at no cost to PBI. Imagistics technical support may
\nfacilitate local Imagistics support at no cost to PBI if the technical support
\nhotline fails to lend the support to properly repair the product.<\/p>\n
Imagistics will provide parts to PBI service technicians in the specified
\nregions according to the terms of the Service Parts Logistics Schedule at no
\ncost to PBI.<\/p>\n
Service Standards Definitions<\/p>\n
Response time – the amount of time elapsed from customer call to arrival of rep
\nat customer location.<\/p>\n
Average Uptime percentage – the average of the Uptime Percentages calculated for
\neach month in a rolling 3-month period. Monthly Uptime Percentages is calculated
\nas follows:<\/p>\n
Uptime Percentage = Hours of Operation – Equipment Downtime
\n —————————————
\n Hours of Operation<\/p>\n
“Hours of Operation” means the hours of operation of a unit of Equipment, during
\nthe hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, for each week of
\neach calendar month.<\/p>\n
“Equipment Downtime” means the Equipment is not functioning in substantial
\ncompliance with its specifications, begins (during the Hours of Operation) from
\nthe time the Customer speaks to an authorized Pitney Bowes Service<\/p>\n
Schedule 1J-Page 3<\/p>\n
Representative about the malfunction to the Equipment, and does not include time
\nwhen the Equipment is inoperable due to: (i) scheduled preventative maintenance
\nand inspections; (ii) damage by misuse, malintent, casualty, or force majeure
\nevents; (iii) failure of Customer to perform, or cause to be performed, adequate
\npreventative maintenance and inspections, including, without limitation proper
\ncleaning, handling and servicing of the Equipment; (iv) use of damaged,
\nimproper, or non-Imagistics approved materials and supplies in the Equipment;
\n(v) changes in incoming power beyond published specifications; (vi) maintenance
\nor repairs required as a result of the Equipment being used in excess of the
\nHours of Operation; (vii) maintenance provided by parties other than Pitney
\nBowes; (viii) failure of a non-standard part; (ix) malfunction of equipment or
\nsoftware provided by Customer or third parties which interfaces with the
\nEquipment; (x) the use of the Equipment for training exercises; (xi) failure of
\nCustomer to provide suitable temperature, humidity, line voltage, or any
\nspecified environmental conditions; and (xii) the Equipment not being used in
\naccordance with the agreed applications and for the ordinary purpose for which
\nit is designed and intended.<\/p>\n
Zone 1 — 0-35 Miles from a PBI District Office.
\nZone 2 — 35.1-75 Miles from a PBI District Office.
\nZone 3 — 75.1-100 Miles from a PBI District Office.
\nZone 4 — 100.1+ Miles from a PBI District Office.<\/p>\n
Service Standards<\/p>\n
Response Time<\/p>\n
Zone 1,2 — Average 4 hours
\nZone 3 — Average 5.5 hours
\nZone 4 — Average 7 hours<\/p>\n
Uptime<\/p>\n
Zone 1,2 — Average 98%
\nZone 3 — Average 96%
\nZone 4 — Average 94%<\/p>\n
Schedule 1J-Page 4<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1K — Telecom Expenses in Shared Locations<\/p>\n
General<\/p>\n
Imagistics will continue to use the PBI telephone systems specified shared
\nlocations. This will include local and long distance service for the Imagistics
\nemployees in the specified locations.<\/p>\n
Duration<\/p>\n
Distribution Date to the termination or expiry of shared lease locations.<\/p>\n
PBI may at its sole discretion, require Imagistics to acquire at Imagistics’
\nexpense their own telephone switches for any of the specified locations with 90
\ndays written notice. Such an action will terminate the specific allocation
\nrelated to the impacted location, but will not cause the cancellation of the
\nagreement as relates to the other specified locations.<\/p>\n
Cost<\/p>\n
Actual monthly local and long distance charges in the specified shared locations
\nwill be allocated to Imagistics based on the proportion of the Imagistics rented
\nspace as a percentage of the total square footage of the location.<\/p>\n
In addition, Imagistics will be charged a proportionate amount of depreciation
\n(based on PBI’s standard accounting practice for depreciation) of all shared
\nswitches based on the above allocation methodology.<\/p>\n
Charges will be billed monthly in arrears at cost incurred. Average Imagistics
\nhistoric monthly charges have been approximately $18-$20,000 per month.<\/p>\n
Included Services<\/p>\n
Local and Long Distance Service.<\/p>\n
Specified Office Locations<\/p>\n
The included office locations are identified in a list previously provided and
\nagreed by Imagistics, which is maintained on file by PBI. This list will be
\nreviewed on a quarterly basis by both parties and modified to adjust for any
\nchanges in switches in the shared locations.<\/p>\n
Schedule 1K-Page 1<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1L — Mailroom Services<\/p>\n
General<\/p>\n
Imagistics will continue to receive the same services from the PBMS mailroom as
\nwere provided prior to the spin-off. The services will include the sorting and
\ndelivery of inbound mail as well as the printing and mailing of outbound mail
\nfor Imagistics locations in Connecticut.<\/p>\n
Duration<\/p>\n
Agreement will terminate on December 31, 2002 or upon termination of the IT
\nServices agreement between TechCentral and Imagistics (whichever is sooner).<\/p>\n
Printing of Imagistics payroll checks will be provided between August 2001 and
\nDecember 2001.<\/p>\n
Cost<\/p>\n
Sorting and physical handling of mail will be provided for a flat rate of
\n$10,127 per month.<\/p>\n
Payroll checks printing will be charged at $1,000 per month and is incremental
\nto the base charge.<\/p>\n
Postage will be billed at actual cost, one month in arrears and is additional to
\nthe base charge.<\/p>\n
Overtime charges will be pre-approved by Imagistics and included as required to
\nsupport unusual print requests.<\/p>\n
All business forms and stationary used in the mailroom are provided by PBMS
\nDocument Services Group at additional charge to Imagistics.<\/p>\n
Included Services<\/p>\n
Incoming Imagistics mail to the Stamford hub will be sorted and couriered to the
\nappropriate Imagistics mail drop locations.<\/p>\n
Imagistics invoices will be laser printed onto preprinted stock provided by
\nDocument Services Group (at additional cost to Imagistics per Schedule 1N),
\ninserted and mailed to customers.<\/p>\n
Schedule 1L-Page 1<\/p>\n
Printing of Imagistics payroll checks will be laser printed onto preprinted
\ncheck-stock also provided by Document Services Group (at additional cost to
\nImagistics per Schedule 1N), inserted and mailed as applicable.<\/p>\n
Schedule 1L-Page 2<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1M — Import and Customs Compliance<\/p>\n
General<\/p>\n
PBI will provide Imagistics with all import, customs compliance, international
\ntransportation and post entry audit advisory services for all copier and
\nfacsimile imports.<\/p>\n
Duration<\/p>\n
Agreement will terminate on December 31, 2001.<\/p>\n
Cost<\/p>\n
$10,000 per month (excluding cost of third-party service providers for
\ninternational transportation, customs brokerage fees, customs duties, legal and
\nclassification services)<\/p>\n
Included Services<\/p>\n
PBI will provide:<\/p>\n
o assistance with hiring and training of import personnel for Imagistics
\n (not including any out-of-pocket expenses)<\/p>\n
o guidance\/assistance with establishing Imagistics import operations
\n including SOPs (standard operating procedure for import brokerage and
\n international transportation)<\/p>\n
o day-to-day import customer service and problem resolution concerning
\n freight movement and communication through the appointed Customs
\n Broker.<\/p>\n
o coding and transmission of all Imagistics import related freight
\n invoices to CTSI & related monthly reports<\/p>\n
o general guidance and assistance with payment of customs duties through
\n ACH (Automated Clearing House) and preparation of monthly journal
\n vouchers<\/p>\n
o consultation and guidance concerning the resolution of customs
\n compliance issues<\/p>\n
o consultation and guidance concerning the resolution of international
\n transportation and customs brokerage service related issues<\/p>\n
o post-entry audit function & maintenance of Imagistics classification
\n database (as required)<\/p>\n
o coordination of “in-house import compliance seminars” (as required)<\/p>\n
Schedule 1M-Page 1<\/p>\n
o recordkeeping of all Imagistics imports from pre-spin and transition
\n period for 5 years and related services (data entry and insurance)<\/p>\n
o shipping and documentation instructions to new vendors (as required)<\/p>\n
o updated invoicing instruction (as required)<\/p>\n
o ongoing customs regulations updates (as applicable)<\/p>\n
o monthly international freight cost reports & comparisons<\/p>\n
o monitoring implementation of new procedures (compliance improvement
\n plan) as required<\/p>\n
o guidance and assistance with reporting of any tooling\/assists on
\n Imagistics imports (as required)<\/p>\n
Schedule 1M-Page 2<\/p>\n
PBI \/ Imagistics Transition Services Agreement<\/p>\n
Schedule 1N — Document Services Group Services<\/p>\n
General<\/p>\n
PBMS Document Services Group (DSG) will provide Imagistics with conventional and
\ndigital print production, warehousing, fulfillment and distribution services for
\nImagistics document management needs.<\/p>\n
Duration<\/p>\n
Through December 31, 2001. This duration may be extended or modified if both
\nparties can agree mutually on terms and pricing (including changes to the
\nexisting product\/service range).<\/p>\n
Cost<\/p>\n
Cost will be dependant on services requested by Imagistics. Pricing to
\nImagistics will be consistent with the established internal PBI pricing
\nstructure, which is the same methodology as was used to charge Imagistics for
\nthese services prior to the spin-off.<\/p>\n
Any product\/service requirement will be cost-estimated in advance by DSG to
\nfacilitate ordering by Imagistics, however all costs will be billed according to
\nabove methodology, regardless of whether this exceeds or is under the estimated
\ncost.<\/p>\n
Upon cancellation or expiration of this agreement, all costs associated with
\nmoving Imagistics document inventories will be borne by Imagistics.<\/p>\n
Included Services<\/p>\n
DSG will provide the following services related to Imagistics document
\nmanagement needs:<\/p>\n
o Graphics Design and Creative Services<\/p>\n
o Business Cards and Stationary (letterhead and envelopes)<\/p>\n
o Set-up, type-setting and printing<\/p>\n
o Printing and assembly as required, including, but not limited to:<\/p>\n
o Preprinted statements and envelopes for invoices<\/p>\n
o Brochures and training materials<\/p>\n
o Operating guides, parts lists and service manuals<\/p>\n
o Assembly of kits, books, brochures etc.<\/p>\n
o Warehousing, fulfillment and distribution of documents<\/p>\n
Schedule 1N-Page 1<\/p>\n
o Inventory owned by Imagistics<\/p>\n
o Inventory and fulfillment (warehousing, pick, pack and ship)<\/p>\n
Schedule 1N-Page 2<\/p>\n
Schedule 2<\/p>\n
Pitney Bowes<\/p>\n
Imagistics International Inc.<\/p>\n
Service Provisioning<\/p>\n
and<\/p>\n
Service Level<\/p>\n
Agreement<\/p>\n
TechCentral<\/p>\n
SECTION 1. Introduction.<\/p>\n
The purpose of this Service Level Agreement (“SLA”) is to establish
\nmeasurable and mutually agreeable targets for service delivery to Imagistics
\nInternational Inc. (“Imagistics”) by the Pitney Bowes TechCentral organization.
\nThis SLA will act as a guide for establishing expectations for both parties for
\nthe scope of services, the metrics associated with the services, as well as
\ntracking and reporting of the metrics.<\/p>\n
Locations and Business Functions<\/p>\n
The following locations and functions are considered to be part of
\nImagistics:<\/p>\n
Locations<\/p>\n
o 100 Oakview Drive, Trumbull CT<\/p>\n
o 7555 East Hampden Ave, Denver CO<\/p>\n
o PepsiCola Drive, Melbourne FL<\/p>\n
o Nationwide (BPC’s, RDC’s, Sales Offices)<\/p>\n
Business Functions<\/p>\n
o “Back Office” Support (GL, HR, Marketing, Product Development, etc)<\/p>\n
o Customer Call Centers<\/p>\n
o Sales Support<\/p>\n
o Service<\/p>\n
o FAX Diagnostics<\/p>\n
o Regional Distribution Centers<\/p>\n
Tech Central Contacts<\/p>\n
Janice Heatley Lou Menendez
\nSr. Technical Advisor Mgr., Service Level Management
\nInternal – 440-6401 Internal – 421-3785
\nExternal – (203) 351-6401 External – (203) 739-3785<\/p>\n
Brian Bonacci Art Conklin
\nDirector, End User Computing Director, Operations & Network Services
\nInternal – 436-4270 Internal – 421-3979
\nExternal – (203) 922-4270 External – (203) 739-3979<\/p>\n
Jack Rabuse Matthew Wessendorf
\nVice President, Computer Service Vice President, Customer Support Services
\nInternal – 421-3673 Internal – 421-3686
\nExternal – (203) 739-3673 External – (203) 739-3686<\/p>\n
Imagistics IT
\nBob Butler, CIO Gary Geiger, Director Customer Support
\nInternal – 430-7431 Services
\nExternal – (203) 365-7431 Internal – 430- 7036
\n External – (203) 365-7036<\/p>\n
SECTION 2. Scope of Service.<\/p>\n
Scope of Service<\/p>\n
TechCentral agrees to provide Imagistics with the services summarized below
\nfor a period not to extend beyond December 31, 2002.<\/p>\n
o Application maintenance support of all shared applications.<\/p>\n
o Operational support services for all Imagistics and shared
\n applications hosted in Danbury including turnover, DBA services,
\n Scheduling, data recovery, printing, and mailing services.<\/p>\n
o End user support through the Service Delivery Support Center (“SDSC”)
\n to respond to system password resets, Lotus Notes server issues, and
\n network connectivity issues. The Imagistics IT team would handle all
\n other desktop related issues directly. SDSC will continue to support
\n Imagistics Designated Support Center to SDSC calls on services
\n provided by PBI that Imagistics will continue to use through
\n 12\/31\/2002, for example: password resets on Mainframe applications.<\/p>\n
o Maintenance and administration of the Lotus Notes server(s). No
\n support related to any future Notes based applications.<\/p>\n
o Access to PBI voice network using service provided by PBI’s carriers.<\/p>\n
o Access to and availability of the PBI mainframe computers through
\n 12\/31\/02.<\/p>\n
o Call Center application support and technical services support for the
\n A\/S 400 and dialer server environment on a best effort, time and
\n materials basis.<\/p>\n
o TechCentral will provide voice and data consultative and resource
\n support to Imagistics and Trammel Crow through 12\/31\/01 to<\/p>\n
Schedule 2-Page 2<\/p>\n
facilitate relocations. Imagistics will manage Trammel Crow and
\n assigned data resource as well as maintain overall project
\n responsibility.<\/p>\n
o Tech Central will provide telecom consultative support associated with
\n disaster recovery at any core Imagistics site until 12\/31\/01.<\/p>\n
Exceptions<\/p>\n
o Support of Wide Area Network (“WAN”) services to all existing
\n Imagistics facilities on PBI’s WAN through December 31, 2001. Within
\n Imagistics dedicated facilities, these services will be inclusive of
\n the network routers only.<\/p>\n
After December 31, 2001, Imagistics will be responsible for providing
\n WAN services to their dedicated facilities and for any linkage to the
\n PBI WAN that is required. PBI will provide troubleshooting assistance
\n related to linkage between Imagistics and the PBI WAN as required to
\n restore service to optimal levels until such linkage is not required.
\n TechCentral will continue to provide WAN support to shared PBI \/
\n Imagistics locations until final separation – through October 2006
\n based on the termination of the last shared lease. As shared facility
\n leases terminate or as facilities are relocated, Imagistics will
\n provide its own WAN services to these then dedicated facilities.<\/p>\n
o TechCentral will not provide any programming support of Imagistics
\n dedicated applications except as follows:<\/p>\n
– ManMan on best effort, maintenance only, time and materials basis<\/p>\n
o TechCentral will not provide application development services related
\n to the implementation of any new ERP system by Imagistics with the
\n exception of:<\/p>\n
o TechCentral will provide MQ Series support through the management
\n of external resources contracted by and billed directly to
\n Imagistics as necessary to redirect message traffic to alternate
\n clients.<\/p>\n
o TechCentral will provide reasonable subject matter expertise for
\n shared applications in support of Imagistics data
\n conversion\/interface efforts. These services and related charges
\n will be negotiated on a project basis.<\/p>\n
Schedule 2-Page 3<\/p>\n
o Continuation of consulting support of telephone systems to all
\n existing Imagistics facilities through December 31, 2001. Any new
\n Imagistics facilities after December 31, 2001 will be the
\n responsibility of Imagistics.<\/p>\n
After December 31, 2001, Imagistics will be responsible for providing and
\nsupporting all telephone systems and services to their dedicated facilities.
\nTechCentral will continue to provide support to shared PBI \/ Imagistics
\nlocations until final separation – through October 2006 based on the termination
\nof the last shared lease. As shared facility leases terminate or as facilities
\nare relocated, Imagistics will provide its own WAN services to these then
\ndedicated facilities.<\/p>\n
Imagistics Responsibilities<\/p>\n
o Imagistics will acquire and implement their own Wide Area Network
\n (WAN) and network equipment for Imagistics dedicated facilities
\n by December 31, 2001. Any new or relocated Imagistics dedicated
\n facilities will be transitioned to the Imagistics WAN by December
\n 31, 2001. Imagistics will also be responsible for the initial
\n setup cost plus the recurring cost of the circuits to connect the
\n PBI WAN to the Imagistics WAN.<\/p>\n
o Imagistics will develop the capability (internal or external) to
\n design, implement and support all data and telephone network
\n systems and services for dedicated Imagistics locations by
\n December 31, 2001.<\/p>\n
Any additional costs incurred by TechCentral above its baseline operating
\nexpenses, to support unique technology platforms for Imagistics (e.g. ManMan)
\nwill be borne in total, by Imagistics. Any increased licensing cost incurred as
\na result of the spin off will be passed through to Imagistics<\/p>\n
Schedule 2-Page 4<\/p>\n
HELP DESK – SDSC Hours of Coverage
\n——————————————————————————–
\nPeriod Monday-Friday Saturday-Sunday Specifications
\n——————————————————————————–<\/p>\n
Normal Business 6AM-1AM EST Saturday Standard Help Desk
\nHours 8AM-4PM EST support via Help Desk
\n Sunday Support Analysts.
\n Pager Support<\/p>\n
——————————————————————————–
\nAfter Hours 1AM-6AM EST 4PM-8AM EST Calls will be
\n transferred to a Help
\n Desk voice mailbox.
\n An “on call” Help Desk
\n Analyst will be paged.<\/p>\n
——————————————————————————–
\nHolidays The SDSC will be closed
\n on the following
\n holidays:
\n New Years Day,
\n Memorial Day,
\n Independence Day,
\n Labor Day,
\n Thanksgiving, Day
\n after Thanksgiving,
\n and Christmas
\n——————————————————————————–<\/p>\n
——————————————————————————–
\nService Description
\n——————————————————————————–
\nService Description Specifications
\n——————————————————————————–
\nLevel 1 Technical Level 1 support for approved Password resets, Data
\nSupport technologies and applications. Networks, Mainframe,
\n The Imagistics technical staff and Lotus Notes
\n will support desktop hardware, Support.
\n software, and servers.
\n——————————————————————————–
\nLevel 2 Technical Problems that are beyond the Predefined escalation
\nSupport training of Help Desk Analysts, lists will facilitate
\n less than 10 minutes to be the assignment of
\n resolved at Level 1, or are problems to the
\n undocumented will be assigned appropriate individual
\n to an appropriate Level 2 or group.
\n Technical Support Specialist.
\n——————————————————————————–
\nLevel 3 Technical Problems that are beyond the Predefined escalation
\nSupport training of Level 2 Technical lists the assignment
\nwill facilitate Support Specialists, or are of problems to the
\n undocumented will be assigned appropriate individual
\n to an appropriate Level 3 or group.
\n Technical Support Specialist.
\n——————————————————————————–
\nSr. Management Sr. management within Help Desk Analysts
\nEscalation TechCentral will be notified during or after normal
\n when Urgent (Catastrophic) business hours will
\n problems have been opened. IT notify senior
\n Management will also be management via phone
\n notified when problems have not or pager.
\n been closed and are approaching
\n their agreed upon Resolution
\n Time.
\n——————————————————————————–<\/p>\n
Schedule 2-Page 5<\/p>\n
\n\n———————————————————————————————-
\nHelp Desk Outage Resolution Targets
\n———————————————————————————————-
\nSeverity Code Customer Impact Response to Resolution Escalation
\n Customer* Time
\n———————————————————————————————-
\n
\nSeverity 1 Core Business Updates every 30
\nAppropriate IVR messages will also be employed.<\/p>\n——————————————————————————–
\nHelp Desk Call Handling Targets
\n——————————————————————————–
\nPerformance Metric Target
\n——————————————————————————–
\nCalls Abandoned by Caller <\/p>\n
\n System Availability
\n————————————————————————————————-
\n Service Description Hours of Availability
\n————————————————————————————————-
\n
\n IMSPROD IMS transaction region hosted 07:00 – 23:00 Monday – Friday
\n on the IBM mainframe System A, 07:00 – 20:00 Saturday
\n not specific business No availability on Sunday.
\n applications. No availability on Holidays – Memorial
\n Day, July 4th, Labor Day, Christmas Day.
\n————————————————————————————————-
\n CICSFAXP The CICS transaction region 07:00 – 21:00 Monday – Friday
\n hosted on the IBM mainframe 07:00 – 20:00 Saturday
\n System C, not specific No availability on Sunday.
\n business applications. No availability on Holidays – Memorial
\n Day, July 4th, Labor Day, Christmas Day.
\n————————————————————————————————-
\n AS\/400 Denver Application and Technical 07:00 – 21:30 (EST) Monday – Friday.
\n Services support on a best No availability on Saturday or Sunday.
\n effort basis
\n————————————————————————————————-
\n Digital Equipment The DEC system supports the 07:00 – 23:00 Monday – Friday
\n Corp. Manman application. The 07:00 – 20:00 Saturday
\n support for the application No availability on Sunday
\n and hardware is “best effort”,
\n maintenance only.
\n————————————————————————————————-
\n Tandem – AIM1\/AIM2 Tandem hardware functioning as 07:00 – 23:00
\n Monday – Friday front-end processor converting x25 to
\n SNA, supporting the No availability on Saturday or
\n Sunday. ACESS application.
\n————————————————————————————————-
\n Voice Communication Availability of PBX’s the 24 hours a day\/7
\n days a week voice network (AT&T), network PBI Voice
\n Technology provides consultant routing and voice mail.
\n level services.
\n————————————————————————————————-
\n Data Communication Manage and support routers and 24 hours a day\/7 days a week.
\n circuits for all Imagistics
\n locations.
\n————————————————————————————————-
\n E-mail Lotus Notes Mail services over 24 hours a day\/7 days a week
\n the Pitney Bowes network, the
\n Imagistics network, or the
\n internet through 12\/31\/02.
\n (PBI Notes domain)
\n————————————————————————————————-
\n MQ Series Support of all current message 24 hours a day\/7 days a week
\n queues serving Imagistics
\n applications. Configuration of
\n additional MQ clients and
\n redirection of existing Queues
\n on a chargeable project basis.
\n————————————————————————————————-
\n<\/c><\/c><\/s><\/caption>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
Schedule 2-Page 7<\/p>\n
———————————————————
\n System Availability Metrics
\n———————————————————
\n Service Prime Shift
\n (7am – 11pm EST)
\n System Availability
\n———————————————————
\n IMSPROD 99.7%
\n CICSFAXP 99.7%
\n AS\/400 – Denver Best Effort
\n Digital Equipment Corp. 99.7%
\n Tandem AIM1\/AIM2 99.7%
\n Voice Communications 99.7%
\n Data Communications 99.7%
\n PBI Notes Domain 99.7%<\/p>\n
Schedule 2-Page 8<\/p>\n
SECTION 3. Service Tracking and Reporting Procedures.<\/p>\n
o Imagistics or Designated Imagistics Help Desk must call SDSC with all
\n service requests and open up a trouble ticket to be logged into the
\n TechCentral SDSC tracking system (REMEDY). The call record is completed by
\n the SDSC and forwarded to the appropriate support team for resolution. The
\n SDSC is responsible to ensure timely closure of supported technologies as
\n outlined in Service Description (page 7). Any service requests not recorded
\n by the SDSC tracking system cannot be governed by this SLA.<\/p>\n
o Monthly Service Level Compliance Reports will be distributed to Imagistics.
\n Reports will be available by the 15th business day of the month following
\n the reporting period. The Monthly Service Level Compliance Report shall
\n consist of:<\/p>\n
o High Level Availability Metrics – The report describes the failing
\n component that caused the outages, the SLA target %, the SLA
\n Attainment %, and the Outage Hours.<\/p>\n
o High Level Outage Explanation – A detailed explanation of what
\n happened, what we did to correct or circumvent the problem, and what
\n we are doing to prevent its reoccurrence.<\/p>\n
o Year-to-date Availability Charts – Charts depicting the current and
\n previous 11-month attainment percentages for all components tracked
\n for availability.<\/p>\n
o Help Desk (SDSC) Call & Ticket Metrics – Current and year-to-date
\n charts indicating attainment percentages for all Help Desk SLA’s<\/p>\n
Schedule 2-Page 9<\/p>\n
SECTION 4. Responsibilities.<\/p>\n
Imagistics Customer Calling the SDSC<\/p>\n
o Provide name, department and location.<\/p>\n
o Provide your unique identifier (desktop-ID, user-ID, device information,
\n etc.)<\/p>\n
o Provide as clear a description of the problem as possible.<\/p>\n
o Provide individual to be contacted, if not the caller, then an alternate
\n with telephone number.<\/p>\n
TechCentral SDSC<\/p>\n
o Log all problems called in using the Remedy tracking system.<\/p>\n
o Determine severity of problem<\/p>\n
o Dispatch problem to appropriate Level 2 technical support group<\/p>\n
o Keep customer up to date on status of outage<\/p>\n
o Maintain support matrix at all times (identifying
\n Primary\/Secondary\/Tertiary support personnel assignments, phone, and pager
\n numbers for all systems supported).<\/p>\n
o Ensure that SDSC personnel receive formal and informal technical training
\n for supported applications and technologies.<\/p>\n
o Recommend additional preventative work (if any identified).<\/p>\n
o Maintain and report actual performance against the targets in the SLA.<\/p>\n
Imagistics IT Personnel<\/p>\n
o Return service to the customer.<\/p>\n
o Provide any support requested for Imagistics managed applications or
\n technical components.<\/p>\n
o Identify and resolve cause of the outage for problems occurring within
\n Imagistics managed applications, Imagistics technical components, or areas
\n outside the scope of this agreement.<\/p>\n
o Recommend additional preventative work (if any identified).<\/p>\n
Schedule 2-Page 10<\/p>\n
SECTION 5. Proposed Charges.<\/p>\n
Computer Support Services<\/p>\n
TechCentral’s proposed 2001 charge to Imagistics for Computer Support Services
\nis approximately $2.8 million and includes all direct charges (e.g. ManMan),
\nmainframe computer utilization based on past utilization rates, and other
\nindirect expenses.<\/p>\n
Customer Support Services<\/p>\n
The proposed 2001 charge to Imagistics for Customer Support Services is $908,499
\nwhich covers internet access, limited SDSC support, data network utilization,
\nand Lotus Notes e-mail. This charge, which is consistent with last years rate,
\nis based on the number of users.<\/p>\n
Voice Charges<\/p>\n
Charges for Fairfield County voice network access and long distance usage billed
\neach month based on actual usage. The estimated charges for 2001 based on prior
\nyears usage is $89,756. Additional charges for AT&T Global Network billed as
\nincurred.<\/p>\n
Chargeback Summary<\/p>\n
Application Support Services $ 0
\n Computer Support Services 2,790,223
\n Customer Support Services 908,499
\n Voice 89,756
\n ———–<\/p>\n
Total 2001 Charges $3,788,478
\n ===========<\/p>\n
Future Charges<\/p>\n
To be determined 12\/01; not withstanding any increase in transaction volumes,
\ncost increases should not exceed 10% except in instances of unique platforms
\nwhere Imagistics will incur the total actual costs. In the event transaction
\nvolumes and\/or services requirements decrease, costs will be reduced
\nproportionately.<\/p>\n
Schedule 2-Page 11<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7831,8530],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9613,9620],"class_list":["post-42937","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imagistics-international-inc","corporate_contracts_companies-pitney-bowes-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42937","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42937"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42937"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42937"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42937"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}