MASTER SERVICES AGREEMENT
THIS AGREEMENT ("Agreement") made and entered into on the date last executed
below (the "Effective Date") by and between CUNA MUTUAL INSURANCE SOCIETY ("CUNA
Mutual"), a Wisconsin corporation, on its own behalf and on behalf of its
subsidiaries and affiliates, whether now or hereafter acquired (together with
CUNA Mutual, collectively referred to herein as the "Group") whose main offices
are located at 0000 Xxxxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxx 00000, and PITNEY
XXXXX MANAGEMENT SERVICES, INC. ("Company"), a Delaware corporation, whose main
office is located at 00 Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.
RECITALS:
WHEREAS, CUNA Mutual is in the business of providing insurance and financial
services to financial institutions; and
WHEREAS, Company is in the business of, among other things, providing integrated
mail and document management services to its customers; and
WHEREAS, based upon Company's representations to CUNA Mutual regarding its
capabilities, CUNA Mutual has selected Company to perform certain services, all
in accordance with the terms and conditions set forth in this Agreement;
NOW, in consideration of mutual promises contained herein and on the terms and
conditions set forth herein, the parties agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Purpose. This Agreement represents the general terms and conditions under
which Company will provide the Services (as defined below) to the Group.
Company shall change over, implement, perform and transition the Services
for the Group in accordance with this Agreement and the terms, including
time frames, conditions and specifications set forth in the Statement of
Work. Company acknowledges that CUNA Mutual will be relying heavily on
Company for the technical skills, know-how and personnel resources required
to change over, implement, perform and transition the Services to and for
the Group in a timely and professional manner.
1.2 Definitions.
"Ancillary Service" has the meaning specified in Section 2.7.
"Change Over" means the process, effected through the Implementation Plan,
of having the Company take over from CUNA Mutual the performance of the
Services.
"Change Over Period" means the period during which the parties effect the
Change Over in accord with the terms of the Implementation Plan.
"Change Over Services" means the services to be performed by Company and
described in the Implementation Plan through which the Company takes over
from CUNA Mutual the performance of the Services.
"Company" has the meaning specified in the initial paragraph of this
Agreement.
"Company Project Manager" has the meaning specified in Section 3.2.
"Confidential Information" has the meaning specified in Section 9.1.
"CUNA Mutual" has the meaning specified in the initial paragraph of this
Agreement.
"CUNA Mutual Project Manager" has the meaning specified in Section 3.3.
"Customer Information" has the meaning specified in Section 9.2.
"Effective Date" means the date last executed below.
"Equipment" means equipment, hardware, software, servers, network
facilities, communications connectivity and other items that are used by
Company in providing the Services, including without limitation, the
equipment, hardware, software, servers, network facilities communications
connectivity and other items identified in Schedule 2.4 or the Statement
of Work.
"Event of Default" has the meaning specified in Section 13.2
"Fees" has the meaning specified in Section 6.1.
"Group" has the meaning set forth in the initial paragraph of this
Agreement.
"Group Data" means the Group's information derived from, constituting
output of, or otherwise relating to performance of the Services, including
without limitation, forms, creative works, Customer Information,
Confidential Information and computer data provided to Company or developed
in connection with performance of the Services.
"Implementation Plan" has the meaning specified in Section 2.3(a).
"Intellectual Property" means all inventions, marks, symbols, works,
secrets, designs, methods, methodologies, processes, techniques,
procedures, formulae, documents, computer code, programs, materials, ideas,
concepts, theories, approaches, requirements, improvements, and other
knowledge, know-how or information created through intellectual and/or
discovery efforts of a creator that are generally protectable under patent,
trademark, copyright, trade secret, trade dress, or other law.
"Performance Data" means all data captured, retained and stored by Company
relating to its Services for the Group, including, without limitation, all
performance and SLA data, trouble ticket information, tracking data and
problem resolution data.
"RFS Form" means an Ancillary Service request form.
"Service Level" means a standard of performance set forth in a Service
Level Agreement.
"Service Level Agreement" or "SLA" has the meaning specified in Section
2.4(a).
"Service Level Credit" has the meaning specified in Section 2.4(b).
"Services" means the services described in Article II and the Statement of
Work.
"Specifications" has the meaning specified in Section 1.1
"Statement of Work" has the meaning specified in Section 1.1.
"System" means any operating system and all other software used to provide
the Services to the Group (including, without limitation, all
telecommunications equipment, software, connectivity services and/or other
materials necessary to facilitate high-speed communications links to and
between CUNA Mutuals network and Equipment).
"Term" has the meaning specified in Section 13.1.
"Third Party" means any party other than Company or the Group.
"Trade Secret" shall have the1 meanings set forth under the appropriate
laws of the state of Wisconsin and shall include, in whole or in part, any
information, formula, pattern, compilation, program, device, method,
technique or process to which all of the following apply: (1) the
information derives independent economic value, actual or potential, from
not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure
or use; and (2) the information is the subject of efforts to maintain its
secrecy that are reasonable under the circumstances.
"Transition" means the process, effected through the Transition Plan, of
having a successor provider take over from Company the performance of some
or all of the Services.
"Transition Period" has the meaning specified in Section 13.5.
"Transition Services" means the services to be provided by Company related
to a successor provider's taking over from Company the performance of some
or all of the Services, as specified in Section 13.5.
ARTICLE II
SERVICES PROVIDED
2.1 The scope of the Services to be provided by Company will be described in
the Statement of Work attached hereto as Schedule 2.1 and incorporated
herein by reference (the "Statement of Work"). Subject to CUNA Mutual's
exercise of its management and oversight functions and prerogatives as
identified in Article III below or elsewhere in this Agreement, Company
shall provide the Services to the Group and other entities designated by
CUNA Mutual at Company's location unless otherwise agreed in writing from
time to time. The Group is committed to continuous improvement and internal
collaboration from its employed resources and internal processes, and has
the same expectation for continuous improvement and open collaboration on
the part of its service providers. Company shall deliver high-quality,
value- added services that assist the Group to increase the efficiency and
productivity of its business operations. Company shall keep current all
documentation reasonably related to the performance of the Services. If any
services, functions, responsibilities or tasks not specifically described
in this Agreement are required for the proper performance of the Services
and are an inherent part of, or a necessary sub-part included within, the
Services, such services, functions, responsibilities and tasks shall be
deemed to be implied by and included within the scope of the Services to
the same extent and in the same manner as if specifically described in this
Agreement. In connection with the Services, Company shall comply with the
requests and policies of the Group, including without limitation policies
relating to electronic communications. These policies shall be provided in
writing to Company by CUNA Mutual. The Group shall not be precluded from
obtaining services from any other company that may be similar or identical
to the Services.
2.2 Additional Services. The Statement of Work contains a description of the
Services to be provided by Company in accordance with the time frames set
forth in the Implementation Plan. As agreed by the Parties, said Services
may comprise one or more categories of service. The Parties may develop
additional descriptions relating to additional Services
within a category, or additional Services within other category(ies) of
services that will be provided by Company to CUNA Mutual. Once approved in
accordance with the terms herein, all such written descriptions shall be
added to and deemed a part of the Statement of Work.
2.3 Implementation of Services.
a. Schedule 2.3 sets forth a detailed, complete implementation plan (the
"Implementation Plan") that outlines the tasks, timelines,
responsibilities, service levels, dependencies, major milestones,
deliverables, employee transition procedures and acceptance testing
procedures to effect a Change Over for each Service category. During
the Change Over Period, in accordance with the terms set forth in the
Implementation Plan, Company shall accomplish the transparent,
seamless, orderly and uninterrupted Change Over from the manner in
which the Group received all services prior to the Effective Date to
the manner in which the Services will be provided as described in this
Agreement. As part of the Change Over, Company shall develop: (i) an
inventory listing the equipment, software, and tools (by generic
names, if reasonably required to avoid disclosure of Company's
Intellectual Property) being used by Company to perform the Services
and (ii) all documentation specific to the services provided to CUNA
Mutual hereunder (e.g., process maps). Said inventory and a listing of
documentation shall be attached hereto as Schedule Z, and updated by
Company as reasonably required. These Change Over Services shall be
provided at no charge to CUNA Mutual other than as specifically listed
in Schedule 2.3 and/or Schedule 6.1.
b. Company shall provide to the CUNA Mutual Project Manager (or his/her
designee) a weekly written report as to the progress of completion of
the activities contained in the Implementation Plan until each of
Company's responsibilities thereunder have been completed. Such
reports shall be in a format and include such detail as CUNA Mutual
may reasonably request.
2.4 Service Levels.
a. Company shall perform the Services in a manner that meets or exceeds
the minimum Service Levels set forth in Schedule 2.4 (each, a "Service
Level Agreement" or "SLA"), and all other terms and conditions of this
Agreement, in accordance with the time frames set forth in the
Implementation Plan and as otherwise specified in this Agreement. CUNA
Mutual expects that the Service Levels will improve over time and that
new Service Levels and SLAs may be added to reflect the Group's
changing and/or new business requirements. Accordingly, during the
Quarterly Reviews described herein, CUNA Mutual and Company shall
discuss whether improvements to the SLAs are necessary due to any
changing business needs of the Group. Any mutually agreed changes to
the SLAs shall be reflected in a new Schedule 2.4 that shall replace
the then-existing Schedule 2.4. If the parties are unable to reach
agreement within 90 days after the commencement of discussions, then
either party may terminate the Service(s) (including the entire
category of service) related to the disputed SLA(s) on 90 days written
notice.
b. If Company fails to meet one (1) or more Service Levels described in
an SLA, CUNA Mutual shall notify Company. Upon such notification,
Company shall take steps to correct or redo the applicable Service
component at no cost to CUNA Mutual within the time frame set forth in
the SLA. In the event Company fails to conform the Service to the
corresponding Service Level within said time frame, Company shall
provide CUNA Mutual with the applicable service level credits set
forth in Schedule 2.4 (each, a "Service Level Credit" or "SLC").
Company's failure to correct the deficiencies within the time
specified may constitute material non-performance by Company, in which
event CUNA Mutual shall have the option of terminating the
involved Service, the involved Service category, or this Agreement
through the procedures set forth in Article XIII.
c. Company shall determine its performance against the SLAs for every
calendar month during the term of the Agreement and on or before the
tenth (10th) day of the next succeeding calendar month, Company shall
provide CUNA Mutual with a detailed report summarizing Company's
performance against the SLAs during the measured month. Company shall
also provide CUNA Mutual with tools to enable CUNA Mutual to access on
a real-time and on-demand basis all data related to Company's
performance against the SLAs for purposes of independently viewing and
analyzing Company's compliance with the SLAs. Company's failure to
provide the reports within the time frames set forth in this Section
shall result in SLCs as set forth in Schedule 2.4.
d. Upon CUNA Mutual's request, Company shall provide to CUNA Mutual
copies of all Performance Data. Upon ten (10) business days' written
notice and at reasonable times, CUNA Mutual shall have the right to
conduct, or cause to be conducted, an audit of Company's performance
and compliance with the SLAs under this Agreement. If any material
failure of Company to perform Services or comply with the SLAs as
provided under this Agreement is revealed through such audit, in
addition to any other rights and remedies which may be available to
CUNA Mutual under this Agreement, Company shall pay all of CUNA
Mutual's expenses incurred in connection with such audit.
2.5 Equipment, Technology and Security Services. Company shall provide the
services described in this Section 2.5.
a. Without limiting the security-related requirements described in this
Agreement, Company shall comply with all such security policies
("Security Policies") as CUNA Mutual and Company mutually develop from
time to time, the initial such Security Policy to be based on the
information provided by Company in response to CUNA Mutual's Basic
Security Surveys, which are attached as Schedule 2.5. Company
acknowledges that in establishing appropriate Security Policies, CUNA
Mutual begins from a "base line" of the then-current version of ISO
17799 / BS 7799, or any successor standard(s) thereto. Upon CUNA
Mutual and Company's agreement to each Security Policy developed from
time to time, it shall be incorporated into this Agreement as a
Service Level with no further action required by the parties. Company
and CUNA Mutual shall agree on the initial Security Policy prior to
the Effective Date. The parties agree that said Security Policies
shall constitute SLA(s) hereunder.
b. Without limiting the security-related requirements described in this
Section and in Article IX below, Company shall maintain appropriate
security measures at all Company facilities used to provide the
Services to ensure continued performance of the Services in accordance
with the SLAs and to protect Group Data from tampering or other damage
including, without limitation, appropriate access controls. Company
further agrees that if a third party auditor recommends (or if
required by law) that the Company or the Group implement additional
procedures or other requirements so as to ensure that information
security measures are in accordance with industry best practices,
Company will as expeditiously as possible implement and assist CUNA
Mutual and its third party contractors, as necessary, to implement
such additional procedures or other requirements, with the cost of
such additional procedures to be allocated between the parties as they
mutually agree. Upon implementation, said procedures and requirements
shall become SLAs hereunder.
2.6 Disaster Recovery. For Services performed on premises of the Group, Company
agrees to
adhere to the Group's then-current Disaster Recovery Plans relating to said
premises, to the extent same apply to the Services, provided that said
Disaster Recovery Plans are provided in writing to Company by CUNA Mutual.
2.7 Modifications to Services. If CUNA Mutual wants to: (a) add an ancillary
service or (b) change the scope, requirements or specifications relating to
any Service (each, an "Ancillary Service"), CUNA Mutual shall submit an
executed RFS Form to Company. In response to an RFS Form submitted by CUNA
Mutual, pursuant to clause (a) or (b), Company shall provide to CUNA Mutual
a written proposal of the terms and conditions related thereto (an
"Additional Proposal") within five (5) business days or as the parties
otherwise agree. Such Additional Proposal shall describe in detail; (c) the
impact, if any, of the proposed Ancillary Services on performance of the
Services (including the SLAs); and (d) the estimated cost, or if requested
by CUNA Mutual, the fixed cost, to perform such Ancillary Services.
Notwithstanding anything to the contrary herein, CUNA Mutual shall at all
times have the right to delete, in whole or in part, any Services provided
by Company hereunder upon the execution of a mutually agreed upon
Amendment. A deletion shall take effect as soon as Company is able to
discontinue such Service, but in no event greater than thirty (30) calendar
days from CUNA Mutual's request to delete such Service. Upon CUNA Mutual's
written acceptance of an Additional Proposal, such Additional Proposal and
related RFS Form shall constitute an amendment to the Statement of Work,
which shall automatically be deemed a part of this Agreement and shall be
governed by the terms and conditions hereof. In the event of a conflict
between this Agreement and the Additional Proposal, such Additional
Proposal shall control.
2.8 Service Modifications Related to Divestiture or Remodeling. Notwithstanding
any provision of this Agreement, CUNA Mutual may with ninety (90) days
written notice delete any Service, or reduce or eliminate types of work
performed by Company as part of any Service, in the event the Group: (i)
divests an entity or a part or all of business line, (ii) effects personnel
reductions (not including any personnel reductions directly related to
Company's assumption of the Services hereunder), or (iii) effects an
outsourcing model impacting the Services [e.g., outsourcing administration
of a business line or service segment (e.g., claims adjudication) with all
services attendant thereto, including those encompassed within the Services
provided hereunder]. The parties shall, if appropriate, create and execute
a Transition of the impacted Services in accord with the terms of this
Agreement related to Transition which shall include some reasonable
compensation for the termination costs of Company. The parties shall also
adjust Fees, Service Levels, and other aspects of Company's performance
related to the Services impacted by the Transition in a manner that
reasonably corresponds to the change in the Services to be provided by
Company hereunder.
2.9 Reporting. Company shall furnish to CUNA Mutual such reports as CUNA Mutual
may reasonably request from time to time. In addition to reports relating
to the Company's performance of the Services in accordance with the SLAs,
and reports relating to amounts invoiced to CUNA Mutual, Company's reports
shall include, among other things, annual security audit reporting,
including reporting on unauthorized system access incidents, and reports
regarding cost-management and Subcontractor relationships. Company shall
promptly (not later than two (2) calendar days after gaining knowledge
thereof) inform CUNA Mutual of any deficiencies, omissions or
irregularities in CUNA Mutual's requirements or in Company's performance of
the Services that come to Company's attention.
2.10 Cooperation. Company shall cooperate fully with the Group and any third
party designated by CUNA Mutual as necessary to implement the
Implementation Plan and perform the Services, and shall disclose such
information to the Group and such third parties relating to Company, the
Company Equipment and the Services as may be required or necessary to
implement the Implementation Plan and perform the Services or to facilitate
CUNA Mutual's ability to carry out other functions. All such disclosures
shall be subject to the confidentiality provisions of Article IX. The
parties agree that joint planning and experienced personnel are
critical factors for successful change over and performance of the
Services.
2.11 Compliance with Laws. Company shall perform its obligations hereunder in
compliance with all applicable laws and regulations, and in such a manner
so as to not cause CUNA Mutual to be in violation of any applicable laws or
regulations including, without limitation, all laws and regulations
relating to the collection, dissemination, transfer and use of data,
specifically including, without limitation, the privacy and security of
confidential, personal, sensitive or other protected data. Company
acknowledges and agrees that it may be required to modify the manner in
which it provides the Services to the Group in order to be compliant with
policies and procedures developed by the Group that are designed to assure
compliance with applicable laws and regulations. Without limiting the
generality of the foregoing, such policies and procedures may require
Company to cause its employees and those of its Subcontractors with access
to the Group Data to execute confidentiality and non-disclosure agreements.
No provision of this Agreement shall have any force or effect if it would
cause a violation of any law or regulation, or would require any consent or
approval to prevent any such violation. Notwithstanding the foregoing, CUNA
Mutual acknowledges that it is aware of the requirements of the Private
Express Statutes (the "PES") and agrees that CUNA Mutual will be solely
responsible for compliance with the PES to the extent that Company acts in
accordance with the instructions of the Group related to carriage and
delivery of letters.
2.12 Governmental Approvals. Company shall obtain and maintain, and shall cause
its Subcontractors to obtain and maintain, at no cost to the Group, all
approvals, permissions, permits, licenses, and other forms of documentation
required in order to comply with all foreign or domestic statutes,
ordinances, and regulations or other laws that may be or become applicable
to performance of Services hereunder. CUNA Mutual reserves the right to
reasonably request and review all such applications, permits, and licenses
prior to the commencement of any Services hereunder. If requested, CUNA
Mutual shall cooperate with Company, at Company's cost and expense, to
obtain any such approvals, permits and licenses. Similarly, and without
additional charge or fee, Company shall provide relevant assistance to the
Group in its attempt to fully comply with any domestic or foreign laws
concerning data protection, including any obligation to certify or respond
to any data protection authority regarding such matters.
2.13 Maintenance. Company will be responsible for all aspects of maintenance and
repair concerning all Company Equipment.
ARTICLE III
PERSONNEL
3.1 Qualifications. The Company represents that the Services will be performed
by qualified personnel who have the level of education, experience and
expertise to perform the services called for hereunder. All personnel
provided by the Company to perform Services must be acceptable to CUNA
Mutual. At any time CUNA Mutual is not satisfied with the Services provided
by any of Company's personnel, CUNA Mutual shall notify the Company in
writing stating the reason for such dissatisfaction, which reason shall not
violate any law or regulation. Once such documentation is received, the
Company shall immediately remove the individual from providing Services
under this Agreement and use its best efforts to provide substitute
personnel immediately so that the Services can be provided as expeditiously
as possible.
3.2 Company Staff. The Company shall provide the Group with the various
categories of personnel, on the terms and at the rates, as specified in the
Statement of Work, and shall designate a Company project manager (the
"Company Project Manager") for the implementation and performance of the
Services. The Company Project Manager shall act as a liaison between
Company and the Group for all matters related to this Agreement and the
Statement of Work and shall have overall responsibility for ensuring
Company's
performance of its responsibilities and obligations as set forth in this
Agreement and in the Statement of Work. All costs and expenses associated
with providing, equipping and retaining Company staff and other personnel
is included within the Fees, including, without limitation, all wages
(including overtime payments), benefits of employment, applicable payroll
taxes, and all associated staffing costs such as training and education,
office supplies, PC refreshment, travel and lodging costs and recruiting
and relocation expenses.
3.3 CUNA Mutual Staff. CUNA Mutual shall provide qualified personnel to perform
its obligations under this Agreement, including a project manager (the
"CUNA Mutual Project Manager"), who shall act as a liaison between Company
and the Group, coordinate CUNA Mutual resources, coordinate CUNA Mutual
personnel and have overall responsibility for meeting CUNA Mutual's
responsibilities and obligations.
3.4 Training. Company shall provide; and cause its Subcontractors to provide,
any training to the employees of Company and its Subcontractors as may be
necessary for them to perform all of Company's duties under this Agreement
(including technical training as well as training regarding applicable
administrative matters such as Group-specific policies and procedures).
3.5 Responsibility for Staff. Company or, with respect to persons who work for
a Subcontractor, the applicable Subcontractor(s), shall be responsible for
their own staff assigned to provide Services under this Agreement, and,
subject to this Article III, Company (directly or through Subcontractors)
shall have the sole right to direct and control the management of such
staff. Company and, in respect of persons who work for Subcontractors,
Subcontractors, shall: (a) determine and pay all applicable wages and
salaries, including applicable overtime and other premium pay; (b) provide
welfare and retirement benefits, as it deems necessary or desirable; (c)
comply with applicable tax laws, including income tax and employment tax
withholding laws; (d) comply with all applicable laws governing the
relationship between Company or Subcontractors and their respective
employees, including laws relating to accommodation of disabilities, equal
pay, provision of leave (e.g., FMLA, jury duty, etc.), unlawful
discrimination, as well as wage and hour law requirements; (e) comply with
all workers' compensation insurance coverage laws; (f) file all applicable
reports with federal, state and local agencies and authorities as required
by law; (g) maintain all required employment records, including personnel
and medical files consistent with applicable law and customary business
practices; and (h) comply with all applicable equal employment opportunity
laws. While at or on the premises of the Group, personnel of Company and
Subcontractors shall: (i) conduct themselves in a businesslike manner; and
(j) comply with the reasonable requests and written standard rules of the
Group regarding security, safety, health and personal, professional and
ethical conduct as may be required for such locations. Such written rules
shall be provided to Company by CUNA Mutual.
3.6 Company Personnel. Company shall be solely responsible for the supervision,
daily direction and control of its employees. Company may vary staffing, as
it deems appropriate to reflect Customer's workload activity. In addition,
Company shall be responsible for payment of all compensation, benefits and
employer taxes relating to such persons (including workers' compensation
and disability). Furthermore, Company employees shall not be eligible for
Customer's employee benefits.
3.7 No Solicitation. Each party agrees that during the term of this Agreement
and for six (6) months after termination for any reason, it will not (i)
hire any employee of the other party who is participating in the
performance of the other party's responsibilities under this Agreement,
(ii) solicit, entice, induce or encourage any employee of the other party
who is participating in the performance of the other party's
responsibilities under this Agreement to become employed or retained by the
soliciting party or any other person, corporation or entity, or (iii)
approach any such employee for such purpose or authorize or knowingly
approve the taking of such actions by any other person, corporation or
entity, in each case
without the written consent of the other party. This provision shall not
apply to persons employed by the Group at the time the Statement of Work is
executed whose positions are eliminated or to be eliminated by the Group
due to Company's assumption of the Services to be provided under the
Statement of Work. If either party violates this Section and the involved
employee leaves the employ of the aggrieved party, the breaching party
shall compensate the aggrieved party with a one-time settlement equal to
one-half (50%) of the annual salary of each involved employee.
3.8 Monthly Status Meetings. On the dates specified in the Implementation Plan
and thereafter no less than monthly during the Term of this Agreement, the
Company Project Manager and other key personnel, the CUNA Mutual Project
Manager, other appropriate representatives of the parties and any necessary
third parties shall meet at a CUNA Mutual-designated site or by Telephone
conference, as determined by CUNA Mutual, to discuss: (a) during the Change
Over Period, the status of the Implementation Plan, including, the
development or implementation of any individual tasks within the
Implementation Plan and any difficulties or issues that may exist, and/or
changes to any date or other item set forth in the Implementation Plan; (b)
Company's performance of the Service's, including Company's compliance with
the SLAs; (c) invoice issues; (d) any tactical changes in resources,
processes or procedures that will improve the performance of the Services;
and (e) any other operational issues that may exist with respect to the
parties' daily collaboration related to the Services. At least five (5)
business days before each status meeting, Company shall present to CUNA
Mutual a reasonably detailed written report of the status of the
Implementation Plan (while appropriate) and the performance of the
Services. The report shall include a summary, in such detail as CUNA Mutual
shall reasonably request, of: (w) the accomplishments and difficulties
encountered during the preceding month; (x) suggestions and proposed
actions for dealing with and resolving any identified difficulties and the
anticipated results during the next month; (y) a comprehensive and
consolidated log of all outstanding implementation and/or performance
related problems identified by CUNA Mutual and Company that remain to be
resolved; and (z) if applicable, identification of any CUNA Mutual or third
party delays or other circumstances that Company claims have impacted or
will impact its ability to meet Service Levels. CUNA Mutual shall have the
right to assume that Company does not know of any problems, difficulties or
issues that may have an adverse impact on the performance of the Services
(whether from a timing, cost or performance standpoint) unless Company
specifically identifies such problems, difficulties or issues in its
written project status reports.
3.9 Quarterly Reviews. During every calendar quarter during the Term of this
Agreement, the Company's, Area Operations Director, Project or Site Manager
and other key personnel, the CUNA Mutual Image Supply Manager (when
retained), the CUNA Mutual Project Manager (during Change Over), other
appropriate representatives of the parties and any necessary third parties
shall meet at a CUNA Mutual-designated site or by telephone conference, as
mutually-agreeable, to discuss: (a) Company's overall performance of the
Services during the preceding quarter or quarters, including Company's
record on the Services Scorecard comprised of its composite compliance with
the SLAs; (b) any contemplated or proposed strategic changes relating to
Company or the Group that may affect the performance of the Services; (c)
Company's providing CUNA Mutual with strategic insights regarding industry
trends pertaining to the Services that might assist CUNA Mutual in setting
its business policies or requirements, improving CUNA Mutual's operations
related to the Services, or reducing CUNA Mutual's costs; (d) Company's
providing CUNA Mutual with its most-current overall customer satisfaction
results; (e) the parties' respective views of the value being derived by
CUNA Mutual in terms of increasing quality and decreasing cost; (f) dispute
resolution; (g) contract changes; and (h) any other issues that may exist
with respect to the Services or this Agreement.
3.10 Subcontractors. Company shall obtain CUNA Mutual's written consent before
entering into an agreement with any subcontractor ("Subcontractors") to
provide any of the Services to
CUNA Mutual. As a condition of such consent, CUNA Mutual may require
that Subcontractor agree to comply with this Agreement and such other
requirements as GUNA Mutual, in its sole discretion, deems necessary.
The Company agrees that all agreements with any Subcontractors it
retains to provide Services hereunder shall contain all provisions
required to enable Company to fulfill its obligations under this
Agreement. In no event shall Company be relieved of its obligations
under this Agreement as a result of its use of any Subcontractors.
Company shall indemnify the Group for the actions or omissions of its
Subcontractors in accordance with the terms and conditions specified
in Article VIII.
ARTICLE IV
INSURANCE
4.1 Insurance. Company will obtain and maintain, at its sole expense and
with insurance companies with at least an A.M. Best Rating of A-VII,
the insurance coverage specified on Schedule 4.1 during the entire
term of this Agreement on an occurrence basis or, in the case of
coverage that cannot be obtained on an occurrence basis, on a claims
made basis with a three year tail following the termination or
expiration of this Agreement. Company shall provide proof of such
insurance upon request. Company will deliver a certificate(s) of
insurance evidencing the coverage specified to CUNA Mutual prior to
providing any Services. Such certificate(s) will stipulate that the
insurance company(ies) will endeavor to provide CUNA Mutual at least
thirty (30) days' prior written notice of any cancellation of
coverage. The Worker's Compensation, Employers Liability and
Professional Liability will include a waiver clause restricting the
insurer's rights of subrogation against the Group. Company will be
solely responsible for any deductible or self-insurance retentions.
The stipulated limits of coverage above shall not be construed as a
limitation or expansion of any potential liability to the Group, and
failure to request evidence of this insurance shall in no way be
construed as a waiver of Company's obligation to provide the insurance
coverage specified. Such Worker's Compensation, Employers Liability
and Professional Liability insurance afforded to the Group shall be
primary insurance and any other valid insurance existing for the
Group's benefit shall be in excess of such primary insurance.
ARTICLE V
RETAINED AUTHORITY
5.1 CUNA Mutual Business Strategy. The Group shall retain the exclusive
right and authority to set the Group's business strategy and to
determine, alter, and define any or all of the Group's requirements
and operational and/or business. processes and procedures. CUNA Mutual
shall consult with Company to inform Company of significant changes in
the Group's business strategy and changes in its requirements and
business processes relating to the Services. Company shall actively
participate in any- of the foregoing as CUNA Mutual requests and shall
provide CUNA Mutual with advice, information and assistance in
identifying and defining projects and future business requirements to
meet the Group's objectives.
ARTICLE VI
FEES AND PAYMENT TERMS
6.1 Fees. As the sole and entire financial consideration for all of the
Services to be performed by Company and for all of the other tasks,
services and obligations of Company under this Agreement, CUNA Mutual shall
pay to Company the fees ("Fees") set forth in Schedule 6.1, all in
accordance with the terms and conditions described therein. Except as
otherwise expressly stated in Schedule 6.1, CUNA Mutual shall not pay
Company any additional fees, assessments, reimbursements or expenses for
labor and general business expenses (including travel, meals, and overhead
expenses) for the Services and other obligations of Company hereunder.
6.2 Taxes. All Fees are exclusive of all federal, state, municipal or other
governmental excise, sales, use or similar taxes, which taxes will be
billed to CUNA Mutual, if required by a tax authority to be collected and
remitted by Company. Personal property taxes for Equipment owned or leased
by Company, state and local privilege and excise taxes based on gross
revenue, and taxes based on or measured by Company's net income, shall be
paid by Company.
6.3 Payment. Company shall submit a monthly invoice to CUNA Mutual detailing
the Fees for all Services provided to CUNA Mutual during the applicable
period. All Company invoices shall: (a) be issued in accordance with the
terms set forth in this Agreement; (b) be supported by appropriate back-up
documentation that will be provided to CUNA Mutual promptly upon request,
If such documentation is not satisfactory to CUNA Mutual,CUNA Mutual
reserves the right, upon reasonable notice and at reasonable times, to
conduct, or cause to be conducted, an audit of Company's information, books
and records relating to the invoices, provided that any such audit may not
be conducted more than once per calendar year and shall not be conducted
during the last week of any calendar quarter or calendar month. CUNA
Mutual, or its authorized representatives, shall be provided with full
access to such information, books and records relating to this Agreement as
may be necessary to confirm the accuracy of Company's invoices, documents,
and other information supporting such invoices, and any pricing adjustment
computations. All such audits shall be conducted during business hours,
with reasonable advance notice, and shall include access to all proprietary
and confidential information of Company, its Subcontractors and/or their
respective affiliates to the extent necessary to comply with the provisions
of this Section 6.3. If any discrepancy greater than five percent (5%) of
the amount of any invoice is revealed through such audit, then Company
shall reimburse CUNA Mutual for its reasonable costs and expenses incurred
in connection with conducting such audit, but in any event no more than
five thousand dollars ($5,000). CUNA Mutual shall pay all net undisputed
amounts owed to Company under this Agreement, via electronic funds
transfer, within thirty (30) calendar days following CUNA Mutual's receipt
of Company's invoice.
6.4 Disputes. If an invoiced amount is disputed in good faith by CUNA Mutual
then, until the parties resolve the dispute pursuant to Article XV, CUNA
Mutual may suspend disputed payments and toll the running of time for
default by: (a) paying the undisputed amount, if any; and (b) sending a
written statement of exceptions to Company. All of the parties' respective
obligations shall continue unabated during the duration of the dispute
resolution.
6.5 Currency. All Fees and billing will be in United States Dollars.
6.6 Audit. CUNA Mutual, or its authorized representatives, shall have the right
at any time to perform an operational and/or security audit with respect to
Company's performance hereunder. CUNA Mutual and/or its authorized
representatives shall not unreasonably disrupt Company's operations in the
performance of said audits. Company shall xxxxx XXXX Mutual and its
representatives full and complete access to Company's facilities and all
books, records and other documents of Company as they relate to this
Agreement, or as they may be required in order for CUNA Mutual to ascertain
any facts relative to Company's performance hereunder. Company shall
provide CUNA Mutual, or its authorized representatives, such information
and assistance as requested in order to perform such audits; provided,
however, that the Parties shall endeavor to arrange such assistance in such
a way that it does not interfere with Company's performance of the
Services. If any audit reveals a material inadequacy or deficiency in
Company's performance, the cost of such audit shall be borne by Company.
Company shall incorporate this paragraph verbatim into any Agreement into
which it enters with any Subcontractor providing Services under this
Agreement.
ARTICLE VII
INDEPENDENT CONTRACTOR
7.1 Independent Contractor. Company states and affirms to CUNA Mutual that
it is an independent contractor. It shall have the direction and
control of its employees and its
approved Subcontractors in the provision of services to CUNA Mutual.
CUNA Mutual shall not carry health insurance to cover Company or any
of its employees. CUNA Mutual shall not pay any contribution to Social
Security, unemployment insurance, federal or state withholding taxes,
nor provide any other contributions or benefits which might be
expected in any employer-employee relationship. Company agrees to
report and pay any contributions for. taxes, unemployment insurance,
Social Security and other benefits for itself and its own employees.
Nothing contained in this Agreement shall be construed so as to create
a partnership between the parties or to authorize either party to act
as a general agent of the other party. Neither party shall have any
authority to make contracts, commitments, statements or
representations on behalf of the other party, except as set forth in
this Agreement.
ARTICLE VIII
INDEMNIFICATION
8.1 Bodily Injury and Property Damage. The Company agrees to indemnify and
hold the Group, their respective directors, officers, employees and
agents harmless from any and all third party claims, actions, demands,
lawsuits and causes of action arising from the negligent or willful
acts or omissions on the part of the Company which result in:
a. Injury, including death, to Company employees, except as may
result from the negligence or willful acts of CUNA Mutual or its
employees.
b. Injury, including death to persons, including employees and
representatives of CUNA Mutual, except as may result from the
negligence or willful acts of CUNA Mutual or its employees.
c. Tangible property damage, including computer data, data loss or
other damage, to the extent caused by the negligent or
intentional acts of Company or its employees, agents and/or
Subcontractors.
8.2 General. The Company agrees to defend, indemnify and hold the Group
and their respective directors, officers, employees, invitees and
agents, harmless from and against all third party claims, demands,
actions, liabilities, judgments, awards, fines, expenses, costs and/or
other expenses, including reasonable attorneys' fees, arising out of
or related to (a) any claim that any materials or services provided to
the Group by Company hereunder infringe or violate the patent,
copyright, trade secret or other proprietary right of any third party;
(b) any claim that any materials developed or services rendered are
not compliant with all applicable federal and state laws/regulations;
(c) any breach or alleged breach of any of Company's representations,
warranties, covenants or agreements hereunder; (d) the negligent or
wanton acts or omissions of Company; (e) any claim relating to the
non-hire of employees by Company, claims for wages, benefits,
discrimination or harassment of any kind, wrongful termination and/or
denial of severance or termination payments upon leaving Company's
employ; and (f) any failure of Company to pay applicable taxes,
including, without limitation, payroll and other employment-related
taxes. CUNA Mutual shall be responsible for ensuring that it has
appropriate rights to all materials that Company copies, uses or
distributes on behalf of CUNA Mutual and shall indemnify and hold
harmless Company, its directors, officers, agents and employees from
and against any and all suits, actions, legal proceedings, claims,
demands, or costs arising from such copying, use or distribution at
the request or instructions on behalf of CUNA Mutual.
8.3 Limitations. Each party's cumulative liability to the other party from all
causes of action in contract, tort or otherwise shall be limited to and
will not exceed the amounts paid to Company by CUNA Mutual pursuant to this
Agreement, except Company shall not be liable for more than one hundred
dollars ($100) per
document, envelope or package in the event of physical loss, damage or delay in
delivery. No party shall be liable for any indirect, incidental, special,
exemplary or consequential damages arising from any cause of action, even if
such party has been advised of the possibility of such damages. Notwithstanding
the foregoing or anything contained in this Agreement to the contrary, said
limitations of liability shall not apply to:
a. damages arising out of a party's willful misconduct or gross negligence;
b. a party's indemnification obligations set forth in Article VIII;
c. damages arising out of or relating to a party's breach of the other party's
Intellectual Property rights; or
d. damages arising out of or relating to a party's breach of its security and/or
confidentiality obligations.
A party's liability under subsections (c) or (d) of this Section shall be
limited in amount to the lesser of (i) Three hundred percent (300%) of the total
amount paid by CUNA Mutual to Company and/or its Subcontractors under the
Agreement during the twelve (12) months preceding the breach ("Annual Amount")
or (ii) Seven Million Five Hundred Thousand Dollars ($7,500,000). In the event a
breach takes place before twelve (12) months have transpired under this
Agreement, the parties shall calculate an Annual Amount by multiplying by twelve
(12) the actual average monthly fees paid by CUNA Mutual to Company and/or its
Subcontractors during the term of the Agreement prior to the breach.
ARTICLE IX
CONFIDENTIALITY
9.1 General. Company agrees, on its own behalf and on behalf of any
Subcontractors it utilizes to perform Company's responsibilities under this
Agreement, that any confidential or proprietary materials and information
that the Group provides to Company or to which Company gains access in the
course of performing its responsibilities hereunder including, but not
limited to, materials and information relating to software, hardware,
technical and systems profiles, documents, records, programs, systems,
data, disks, tapes, ideas, concepts, theories, designs, approaches,
improvements, techniques, methodologies, methods, processes, formulae,
procedures, ledgers, files, communications, technical requirements, names,
addresses and other identifiers of customers and prospects, other Customer
Information, financial information, insurance policy information, billing
information, claims information, business relationship information,
coverage plans and rates, statistical data and methods, and other know-how
or information relating to the Group and the credit union industry
(including, but not limited to items legally constituting Trade Secrets) as
between the parties (collectively, "Confidential Information"), and Group
Data are the property of the Group, shall be used by Company only within
the scope of its rights and responsibilities under this Agreement, and
shall not otherwise be disclosed to third parties by Company without CUNA
Mutual's prior written approval. Company further agrees that CUNA Mutual
shall be able to enforce all proprietary rights of any member of the Group
against Company relating to all Confidential Information provided under
this Agreement. The confidentiality obligations set forth in this Section
shall not apply to information and materials: (i) that are or subsequently
become publicly available without Company's breach of any duties it owes to
the Group; (ii) was known to Company prior to the Group's disclosure to
Company; (iii) became known to Company from a source other than the Group
other than by the breach of an obligation of confidentiality owed to the
Group of which Company was notified by CUNA Mutual; (iv) is independently
developed by Company; (v) is furnished to others by the Group without
restrictions on the confidentiality and non-use similar to those contained
in this Agreement; or (vi) is compelled pursuant to a requirement or
request of a government agency or a court of competent jurisdiction. CUNA
Mutual agrees that all of Company's confidential or proprietary information
that Company furnishes and uses in the course of providing Services
(excluding reports of CUNA Mutual provided data and
documentation specific to the services provided to the Group hereunder
identified on Schedule Z), including software, accounting systems,
Company's Business Practice Standards/ISO 9000 Work Flows, Quick Guide
Reference, Operations Manual, Distribution Matrix, Interoffice Mail Testing
Procedures, Site Implementation Plan, and forms, report forms and like
material (all collectively, "Company Information"), shall be and remain the
sole and exclusive property of Company or its licensors. CUNA Mutual
further agrees that it shall not use such Company Information for other
than the Group's own Internal business purposes. CUNA Mutual also agrees
that, upon termination of this Agreement, all tangible indicia of such
Company Information shall be returned by CUNA Mutual to Company in accord
with the terms of the Transition Plan.
9.2 Customer Information. The parties acknowledge and agree that it may be
necessary for the Group to share its information pertaining or belonging to
one or more of its customers ("Customer Information") with Company in order
for Company to meet its obligations under this Agreement.
a. With respect to the sharing, use and protection of Customer
Information, Company agrees to hold in strict confidence Customer
Information obtained from the Group during this Agreement, and not to
disclose Customer Information, in any form or medium, to any
affiliated or nonaffiliated person, firm or corporation except as
necessary to perform services under this Agreement or as may be
required by law. To the extent that Company contracts with a third
party that obtains Customer Information in order to provide services
under this Agreement, Company agrees to obtain contractual
confidentiality protections to require the third party to hold
Customer Information in strict confidence and not disclose it to any
person unless required by law. Company agrees to return all Customer
Information to the Group either upon request or termination of this
Agreement. Company agrees to comply with applicable privacy laws and
regulations including, but not limited to, the Xxxxx-Xxxxx-Xxxxxx
Act, Public Law 106-102 (1999) as set forth in 15 U.S.C.A. ss.6801, as
amended and to comply with applicable changes in such laws and
regulations as these occur and become effective.
b. Company agrees to use Customer Information only to provide services
hereunder and not to use such information for any other purpose.
c. Company agrees to implement and maintain reasonable and customary
security measures to safeguard Customer Information. Such measures
shall include, but not be limited to, requiring employees who will
have access to such information to agree to the confidentiality
requirements of this Section. CUNA Mutual may, upon at least five (5)
business days' prior written notice, visit Company's facilities during
normal business hours to inspect and determine that Company's security
processes and procedures are in order, and otherwise audit, monitor
and ensure that Company is in compliance with the terms of this
Article. This right to audit shall also apply to any third party
contractors that Company may use to perform any of its obligations
under the Agreement. Failure to secure such rights shall be considered
a material breach of this Agreement. In the event that a data security
breach affecting Customer Information in Company's possession or
control occurs, Company shall immediately notify CUNA Mutual of such
breach and the measures taken in response thereof.
9.3 Notices. Company agrees to ensure that any copy, in whole or in part, of
the Group's materials and information made by Company shall reproduce the
proprietary, copyright and Trade Secret notices which appear on the
original versions of such materials and information delivered to Company.
9.4 Unauthorized Use. Company agrees that it shall immediately notify CUNA
Mutual upon discovery of any unauthorized disclosure or use of the
materials and information provided to
it or its agents by CUNA Mutual and will cooperate with CUNA Mutual in
every reasonable way to assist the Group to regain possession of and
terminate any unauthorized use of the materials and information that was
subject to the unauthorized disclosure and/or use. The obligations of this
section shall also apply to any third party contractors Company may use to
perform its obligations under this Agreement.
9.5 Provision of Information. If Company generates, stores, possesses,
maintains, processes or otherwise uses Group Confidential Information in
the course of providing Services hereunder and there is no manner for CUNA
Mutual to obtain a copy of the most current version of said Group
Confidential Information that is more efficient than through Company,
Company agrees that it shall, on five (5) days notice from CUNA Mutual at
any time during the term of this Agreement and any Transition Period,
transfer to CUNA Mutual a copy of the then-current copy of said Group
Confidential Information in a mutually agreeable format, and CUNA Mutual
shall reimburse Company all expenses Company reasonably incurs in
personnel, media, and shipping costs in complying with any such request.
Company shall comply with said request without regard to any disputes then
existing between the parties.
9.6 Return of Materials. Upon the request of CUNA Mutual, but in any event upon
termination of this Agreement, Company shall surrender to CUNA Mutual all
memoranda, notes, records, drawings, manuals, programs, reports, data, flow
diagrams, computer software, and other documents or materials and all
copies of the same, pertaining to the Services, reports and other data or
materials generated or developed by Company or furnished by the Group to
the Company under this Agreement Upon termination of this Agreement, except
for Customer Information, Company shall have no further obligation of
confidentiality hereunder.
ARTICLE X
OWNERSHIP OF WORK AND MATERIALS
10.1 Ownership by CUNA Mutual. Company agrees that all materials and
Intellectual Property generated as deliverable output of the Services
provided or developed by Company under this Agreement (Deliverable IP)
shall be and remain the property of CUNA Mutual. Company specifically
agrees that all copyrightable material first generated as deliverable
output of the Services provided or developed under this Agreement shall be
considered works made for hire and that such material shall, upon creation,
be owned exclusively by the Group. To the extent that any such material,
under applicable law, may not be considered works made for hire, Company
hereby assigns to CUNA Mutual the ownership of copyright in such materials,
without the necessity of any further consideration, and CUNA Mutual shall
be entitled to obtain and hold in its own name all copyrights in respect to
such materials. If, and to the extent, Company may, under applicable law,
be entitled to claim any ownership interest in the Deliverable Intellectual
Property, reports and other data generated or developed generated by
Company under this Agreement, Company hereby transfers, grants, conveys,
assigns and relinquishes exclusively to CUNA Mutual all of Company's right,
title and interest in and to same, under patent, copyright, trade secret
and trademark law, and shall require its employees and Subcontractors to do
likewise. The Deliverable IP shall not include property developed by
Company through its provision of services to customers other than the
Group, such as underlying business data and rules, customized software
scripts, intermediate data files, service procedures or methodologies, best
practice guidelines and service level scorecard templates, patents, trade
secrets, trademarks, copyrights to software, mask works, inventions,
improvements, ideas, discoveries, management tools, workshops, manuals or
know-how. Notwithstanding anything to the contrary herein, this agreement
shall not transfer any title or right to CUNA Mutual or Group in any
software or equipment used by PBMS in performing the Service under this
agreement.
10.2 Group Data. All Group Data is and shall remain the sole and exclusive
property of the Group. Company shall not use Group Data in any manner
except as necessary to perform its obligations under this Agreement (which
shall include uses related to quality assurance of the Services provided
hereunder). Without limiting the generality of the foregoing, Company may
compile statistical analyses and reports including Performance Data within
aggregations of like data in order to establish and assess metrics and
other aspects of performance relevant across its customer base, provided
that said Performance Data is not displayed in a manner that can be
reasonably linked to the Group or its customers.
10.3 Use of Name. Company acknowledges that "CUNA Mutual Group", the CUNA Mutual
logo, and other marks owned by the Group are the sole property of the
respective members of the Group, and nothing in this Agreement shall be
interpreted to create a license to use such marks. Notwithstanding the
foregoing, Company may use such marks and may disclose its relationship
with CUNA Mutual Solely connection with the performance of its obligations
under this Agreement and in compliance with CUNA Mutual's requirements and
guidelines for the use of its marks. Company shall not otherwise use or
display the name "CUNA Mutual Group" or any xxxx, logo or trade name owned
by the Group, nor any work created for the Group, without CUNA Mutual's
prior written approval.
10.4 Company Property. All of Company's Intellectual Property, proprietary
information and materials existing prior to the execution of this Agreement
shall remain exclusively owned by Company. To the extent that Company uses
such materials or information in performing services under this contract
such materials and information shall not become the property of the Group
and disclosure of any such Intellectual Property to the other party shall
not be construed as granting directly or by implication, any license to the
other party. CUNA Mutual and Group acknowledges that "Pitney Xxxxx
Management Services", the PBMS logo, and other marks owned by PBMS are the
sole property of PBMS and nothing in this Agreement shall be interpreted to
create a license to use such marks.
10.5 License to Embedded Material. Subject to the IP indemnity from CUNA Mutual
and Group to Company regarding items provided to Company by CUNA Mutual and
to the extent that any preexisting rights are embedded in the Deliverable
Intellectual Property generated under this Agreement, Company, hereby
grants the Group, to the full extent that PBMS has the right to make such
grant, an the irrevocable, perpetual, nonexclusive, worldwide, royalty-free
right and license to (1) use, execute, reproduce, display, perform,
distribute copies of, and prepare derivative works based upon such
preexisting rights and any derivative works thereof for internal Group use,
and (2) authorize others to do any or all of the foregoing for Group's
internal use.
10.6 License to Methods and Residuals. Company hereby grants the Group the
irrevocable, perpetual, nonexclusive, nontransferable, nonassignable,
worldwide, royalty-free right and license to (i) use, execute, practice and
modify all or part of any method or process described in any document
identified in Schedule Z (ii) use, execute, practice and modify Residuals,
and (iii) authorize others to exercise the rights granted in clauses (i)
and (ii); provided that all rights granted in this Section are limited to
effectuation of the Group's internal operations wherein such internal
operation shall not include service bureau, outsourcing services or similar
functions. The Group takes such license without any warranty or indemnity
and expressly acknowledges that it may not be able to make equivalent use
of the material without material that PBMS will be using that is not
included in the grant of this section. If any warranty or indemnity is
imposed by operation of law due to this grant, the license grant is void.
The rights to methods and processes described herein do not include any
right after termination of this Agreement (except in the execution of a
mutually-agreed Transition Plan) to retention, possession or use of Company
equipment or Company Information through which Company executes such
methods and processes. The term "Residuals" means information of a general
nature, such as general knowledge, ideas, concepts, know-how, professional
skills, work experience, procedures, or techniques that is retained in the
unaided memories of the Group's employees without photographic memories who
have had access to Company's information, methods and processes during the
course of the parties' performance of their responsibilities under this
Agreement and such grant to residuals alone
shall not grant a license by implication or otherwise to any valid patent
or copyright. An employee's memory is unaided if the employee has not
intentionally memorized the information for the purpose of retaining and
subsequently using or disclosing it. CUNA Mutual shall not have any
obligation to pay royalties for the rights granted in this Section.
10.7 Further Acts. Company shall, and shall require its employees,
Subcontractors, and other agents to, at CUNA Mutual's expense, execute any
documents or perform any acts that may be deemed necessary or desirable by
CUNA Mutual and as agreed by PBMS, such agreement not to be unreasonably
withheld, to evidence more fully the transfer of ownership or the licenses
to the Group described in this Article.
10.8 Third Party Property. Upon written request by CUNA Mutual, Company shall
within a reasonable time notify CUNA Mutual in writing of the extent to
which any of Company's existing proprietary information of materials used
to provide Services under this Agreement contain third party materials
and/or programs.
ARTICLE XI WARRANTIES
11.1 Authority. Company hereby represents and warrants that it has full right
and authority to perform its obligations herein granted and that it has
neither assigned nor otherwise entered into an agreement by which it
purports to assign or transfer any right, title or interest to any
intellectual property right or any other right that would conflict with its
obligations under this Agreement. Company covenants and agrees that it
shall not enter into any such agreements. CUNA Mutual hereby represents and
warrants that it has full right and authority to perform its obligations
herein, and to act on behalf of the entities within the Group.
11.2 Standards. Company represents and warrants to CUNA Mutual that it has the
skills, resources and expertise to provide and shall provide all Services
in accordance with the terms of this Agreement. Without limiting the
generality of the foregoing, Company represents and warrants to CUNA Mutual
that it shall perform the Services required by this Agreement in a
professional and workmanlike manner and in accordance with the SLAs and
industry practices and standards generally applicable to such Services.
Notwithstanding the foregoing, where this Agreement or the Statement of
Work specifies a particular standard or criteria for performance, this
warranty is not intended to and does not diminish that standard or criteria
for performance.
11.3 Specifications. The Company warrants that any deliverable which it
contracts to provide hereunder shall, when completed, conform in all
material respects to the specifications for said deliverable agreed to by
the Company and CUNA Mutual.
11.4 Financial Representations. Company represents to CUNA Mutual that all
financial statements, reports, and other information furnished by Company
to CUNA Mutual hereunder or otherwise in connection with the award of this
Agreement fairly and accurately represent the business, properties,
financial condition, and results of operations of Company as of the
respective dates, or for the respective periods, covered by such financial
statements, reports or other information.
11.5 Intellectual Property. Company represents and warrants to CUNA Mutual that
the use of any services, techniques or products provided or used by Company
to provide the Services does not and shall not infringe upon any Third
Party's patent, trademark, copyright or other proprietary rights, nor make
use of any misappropriated trade secrets, and there is currently no actual
or threatened suit against Company by any Third Party based on an alleged
violation of such right.
11.6 No Claims. Company represents and warrants to CUNA Mutual that there is no
action, suit,
claim, investigation or proceeding pending, or to the best of Company's
knowledge, threatened against, by or affecting Company or the Services
which, if adversely decided, might adversely affect: (a) Company's ability
to enter into this Agreement; (b) Company's performance of its obligations
herein; or (c) the Group's receipt of the Services. Company further
represents and warrants that it does not know of any basis for any such
action.
11.7 Not Misleading. No representation or warranty by Company that is
contained in this Agreement or that may be contained in any Schedule,
Exhibit, Addendum or Attachment contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements and
facts contained herein or therein not materially misleading.
11.8 System Security. In connection with providing the Services, Company
represents and warrants to CUNA Mutual that it shall not engage in any
activities that create, activate or allow the creation or activation of any
worm,, trap door, back door, timer, clock, counter or other limiting
routine, instruction or design that would erase or corrupt data or
programming or otherwise cause any of the Group's or the Group's
authorized users' systems, or any part thereof, to become inoperable or
incapable of being used in the manner intended. In addition, Company and
CUNA Mutual covenant and agree that with respect to viruses: (a) each party
shall be responsible for installing and operating up-to-date virus
detection and removal products on equipment operated by such party; (b)
each party shall be responsible for running virus scans and downloading the
new definition files to its own equipment; and (c) if a virus is introduced
into a system, each party shall use reasonable commercial efforts to
identify and neutralize such virus and to mitigate any adverse effect of
such virus. In addition, Company represents and warrants that it complies
with the security requirements as agreed upon by Company and CUNA Mutual.
ARTICLE XII
FINANCIAL INFORMATION
12.1 Financial Statements. Company agrees that it shall provide CUNA Mutual, on
an annual basis, with the information identified on Schedule X ("Company
Financial Reports"). Company Financial Reports shall be provided only to
CUNA Mutual's Image Supply Manager, and the Image Supply Manager may share
such information on a need to know basis only with CUNA Mutual's Chief
Financial Officer. Company Financial Records shall be deemed Company
Information pursuant to the definition in Section 9.1 above and further
shall be treated as CUNA Mutual treats its most highly confidential
information. In no event shall such Financial Reports or the information
contained therein be disseminated in any way whatsoever other than as
authorized in this provision.
12.2 Notice of Default. As soon as practicable after any officer of Company
becomes aware of the existence of any Event of Default or any other
development or other information which could reasonably be expected to have
a material adverse effect on Company's ability to perform the Services
hereunder, Company shall provide, as soon as practicable after transmitting
any legally-required notices to regulators, telephonic or electronic mail
notice to CUNA Mutual specifying the nature of such Event of Default or
development or information, including the anticipated effect thereof, which
telephonic or electronic notice shall be promptly confirmed in writing.
ARTICLE XIII
TERM AND TERMINATION
13.1 Term. Unless otherwise terminated earlier in whole or in part under this
Agreement, this Agreement shall commence as of the Effective Date and shall
continue for five (5) years.
13.2 Default. Each of the following shall constitute an event of default (each,
an "Event of Default"), the occurrence of one (1) or more of which shall
constitute a material breach of this
Agreement that shall entitle the non-breaching party, as applicable, to
seek the rights and remedies set forth in this Article 13:
a. The failure of either party to pay any undisputed fees, charges or
other amounts due under this Agreement, provided that such failure is
not cured within fifteen (15) business days following receipt of
written notice of such failure;
b. The failure of either party to comply with the confidentiality or
security provisions contained in this Agreement;
c. Company's failure to meet the SLAs to the extent described in said
SLAs;
d. Company's failure to maintain a composite score that the parties
mutually agree by the conclusion of the Change Over to indicate
an overall satisfactory level of performance;
e. Company's failure to maintain insurance coverage as specified in
Article IV, provided that such failure is not cured by Company within
ten (10) calendar days following receipt of written notice of such
failure; or
f. Company's assignment, delegation, or transfer, in whole or in part, of
this Agreement or any rights hereunder; or
g. Either party's material breach of a representation or warranty or
failure to perform a material obligation set forth in this Agreement
or the Statement of Work, provided that such material breach is not
cured within thirty (30) calendar days following receipt of written
notice of such material breach.
13.3 Company Remedies. Upon the occurrence of an Event of Default by or with
respect to CUNA Mutual, subject to CUNA Mutual's rights set forth in
Section 13.5. Company shall be entitled to any of the following remedies:
(a) terminate this Agreement; (b) seek to recover damages from CUNA Mutual;
(c) if applicable, obtain the additional rights and remedies set forth in
Article X; and/or (d) subject to the terms of Section 8.3, exercise any
other rights or remedies available to Company at law or in equity.
13.4 CUNA Mutual Remedies. Upon the occurrence of an Event of Default by or with
respect to Company, CUNA Mutual shall be entitled to any of the following
remedies: (a) terminate this Agreement; (b) seek to recover damages from
Company; (c) if applicable, obtain the additional rights and remedies set
forth in Article X; and/or (d) subject to the terms of Section 8.3,
exercise any other rights or remedies available to CUNA Mutual at law or in
equity.
13.5 Transition. Upon either party's receipt from the other party of a notice of
complete or partial termination of the Services and/or of this Agreement
for any reason (including breach by the Group), appropriate representatives
of the parties will meet within ten (10) days at a CUNA Mutual-designated
site, or by teleconference, as mutually agreed (which agreement shall not
be unreasonably withheld) to develop a detailed, complete plan of
transition (the "Transition Plan") that outlines the tasks, timelines, the
parties' respective responsibilities, and all other items reasonably
required to effect a Transition for each Service category. Company shall
cooperate with CUNA Mutual, any successor provider or other agent of CUNA
Mutual engaged to provide services related to the Transition. As part of
its Transition Services, Company shall furnish: (i) an updated Schedule Z
including (A) a then-current version of the inventory listing the
equipment, software, and tools (by generic names, if reasonably required to
avoid disclosure of Company's Intellectual Property) being used by Company
to perform the Services and (B) a then-current listing of all documentation
specific to the services provided to CUNA Mutual hereunder (e.g., process
maps) and (ii) complete, then-current versions of all documentation listed
on Schedule Z. Company shall provide to the CUNA Mutual Project Manager (or
his/her designee) a weekly written report as to the progress of completion
of the activities contained in the Transition Plan until each of Company's
responsibilities thereunder have been completed. Such reports shall be in a
format and include such detail as CUNA Mutual shall reasonably require.
These Transition Services shall be provided on a time and materials basis
at rates commensurate with the rates that Company has charged CUNA Mutual
for the Services during the term of the Agreement; provided, however, that
the parties shall agree upon "an Estimated Transition Fee with "+/-" ten
percent (10%) "floor/ceiling" and provided further that in the event that
the Transition is achieved in all material respects within the time frames
set forth in the Transition Plan, CUNA Mutual shall pay Company an
additional amount equal to five percent (5%) of the Estimated Transition
Fee upon completion of the Transition and a separate additional amount
equal to five percent (5%) of the Estimated Transition Fee sixty (60) days
following achievement of the transition provided that CUNA Mutual and the
successor provider have not experienced any material defects or disruptions
of the transitioned Services during said sixty (60) day period that are
reasonably related to omissions, inadequacies or other deficiencies in
Company's Transition Services.
13.6 Force Majeure. Each party shall be excused from performance for any period
and to the extent that the party is prevented from performing any services,
in the whole or in part, as a result of delays caused by a Force Majeure
Event. Notwithstanding the foregoing, either party shall have the right to
terminate all or any portion of the Services and/or to terminate this
Agreement in its entirety by delivering to the other party a written notice
of termination specifying the termination date, if a delay or interruption
of performance by such party resulting from a Force Majeure Event exceeds
fifteen (15) calendar days, despite such party's use of its commercially
best efforts to recover from such Force Majeure Event; provided, however,
that the parties shall remain obligated to perform their Transition
Services obligations hereunder until such obligations have been fulfilled.
Any termination pursuant to this Section shall not constitute a termination
for convenience, and neither party shall be required to pay a any
termination fee or credits to the other party with respect to any such
termination. For purposes of this Agreement, a "Force Majeure Event" shall
mean an act of God, act of governmental body or military authority, fire,
explosion, flood, epidemic, riot or civil disturbance, war, sabotage,
insurrections, blockades, embargoes, storms or other similar events that
are beyond the reasonable control of the affected party and preventing such
party's performance of its obligations under this Agreement.
Notwithstanding the foregoing, "Force Majeure Event" expressly excludes:
(a) any Company strike, walkout or other labor shortage; and/or (b) any
non-performance of a Company Subcontractor, regardless of cause (unless due
to a Force Majeure Event).
13.7 Rights Cumulative. Except as otherwise expressly provided in this
Agreement, the rights and remedies provided in this Agreement are
cumulative and not exclusive of any rights or remedies the parties may have
at law or in equity.
13.8 Survival. Sections 3.7, 10.1 through 10.7, 13.5, 13.8, 16.1,16.3, 16.5-16.9
and Articles VIII, IX and XI shall survive the expiration or termination of
this Agreement.
ARTICLE XIV
BACKGROUND CHECK
14.1 Background Check. Company agrees to process a complete background check on
all employees and any temporary employee (for purposes of this Section,
collectively referred to as the "Employee") that Company places at the
Group's premises or assigns to work on Group projects remotely. The
background check shall include an employment reference check and a criminal
background check for any conviction of a violent crime or crime of theft,
dishonesty or breach of trust. The background check shall be performed in
any county that the Employee has resided in during the last five (5) years.
Violent crime shall be defined as any felony involving participation in
acts resulting in death or bodily harm to a victim. Crime of theft,
dishonesty or breach of trust shall mean any felony involving a
misrepresentation,
wrongful taking of property, fraudulent conduct and include without
limitation and subject to various nomenclatures among jurisdictions:
larceny-theft, embezzlement -theft, false pretenses-theft, receiving stolen
property, extortion, fraud and identity theft. Company will also complete
Social Security number checks of all Employees placed at the Group to
ensure that their name and number match those recorded with the Social
Security Administration. Furthermore, Company agrees to maintain a policy
of requiring all employees performing work for the Group to notify Company
if the employee is convicted of a violent crime or crime of theft or
dishonesty, as defined above. Company agrees that it will not knowingly
place an Employee at the Group, who has been convicted of a violent crime
or crime of theft or dishonesty. Company will, upon request, provide
evidence that these employment conditions are being fulfilled, and will
permit and cooperate with CUNA Mutual upon its request to audit Company's
practices (but not individual employment records). Such auditor shall be
subject to the execution of a non-disclosure agreement on the part of the
auditor.
14.2 OFAC Review. Company agrees to perform an Office of Foreign Assets ("OFAC")
check on the employees of all Subcontractors prior to placing them at any
Group facility or before permitting them to provide services under this
Agreement remotely. Company agrees that it will not permit the employee of
any Subcontractor whose name appears on the OFAC list to perform work for
CUNA Mutual until such time as Company can prove to CUNA Mutual's
satisfaction that the employee is not the Individual named on the OFAC
List.
ARTICLE XV
DISPUTE RESOLUTION
15.1 Manager Review. If a dispute relating to this Agreement arises between the
parties, the Company Project Manager and CUNA Mutual Project Manager shall
meet as often as shall reasonably be required to resolve the dispute.
Written minutes of such meetings shall be kept. If the Company Project
Manager and CUNA Mutual Project Manager are unable to resolve the dispute
within ten (10) calendar days after the initial request for a meeting, then
the dispute shall be submitted to an executive-level performance review as
described in Section 15.2.
15.2 Executive Review. Face-to-face negotiations shall be conducted by senior
executive officers of CUNA Mutual and Company. If such representatives are
unable to resolve the dispute within seven (7) calendar days after the
parties have commenced negotiations, or ten (10) calendar days have passed
since the initial request for negotiations at this level, then the parties
shall submit the dispute to mediation.
15.3 Mediation. If executive-level performance review is not successful in
resolving the dispute, the parties shall submit the dispute to non-binding
mediation. Mediation must occur within ten (10) business days after the
parties agree to submit the dispute to mediation, and the duration of the
mediation shall be limited to one (1) business day. The parties shall
mutually select an independent mediator experienced in the nature of the
dispute, and each shall designate a representative(s) to meet with the
mediator in good faith in an effort to resolve the dispute. The specific
format for the mediation shall be left to the discretion of the mediator
and the designated party representatives and may include the preparation of
agreed-upon statements of fact or written statements of position furnished
to the other party. Such mediation shall be conducted as expeditiously as
possible and shall be conducted within twenty (20) business days following
the parties' agreement to mediate the dispute. The parties shall share in
the cost of the mediator, but otherwise shall be responsible for their own
respective costs in mediating the dispute.
15.4 Obligations Continue. Except where clearly prevented by the area in
dispute, both parties shall continue performing their obligations under
this Agreement and the Statement of Work while the dispute is being
resolved under this Article 15 unless and until the dispute is resolved or
until this Agreement is terminated as provided herein. Except disputes
relating to
the payment of Company invoices as described in Section 6.4, the time frame
for a party to cure any breach of the terms of this Agreement shall not be
tolled by the pendency of any dispute resolution procedures.
15.5 Equitable Relief. Notwithstanding anything contained in this Agreement to
the contrary, the parties may be entitled to seek injunctive or other
equitable relief whenever the facts or circumstances would permit a party
to seek such equitable relief in a court of competent jurisdiction.
ARTICLE XVI
MISCELLANEOUS PROVISIONS
16.1 Notices. Each notice, request, demand, or other communication by
either party to the other party pursuant to this Agreement shall be in
writing, land, except for day-to-day communications and other routine
documentation and correspondence, shall be (a) personally delivered, (b)
sent by U.S. certified mail, return receipt requested, postage prepaid, (c)
sent by a nationally recognized overnight commercial courier, charges
prepaid, or (d) sent by facsimile or electronic mail, addressed to the
Company Project Manager or the CUNA Mutual Project Manager, as applicable,
at his or her last known address, with copies to the individuals set forth
below. Any notice shall be deemed to have been given when personally
delivered, on the third business day following the date of sending when
sent by certified mail, on the date of delivery when sent by commercial
courier, or upon acknowledgement of receipt when sent by facsimile or
electronic mail.
If to Company:
Area Operations Director
Pitney Xxxxx Management Services, Inc.
0000 Xxxxxxx Xxxxx
Xxxxx, Xxxxxxxx
Fax: 000-000-0000
With a copy to:
Contracts Document Specialist
Pitney Xxxxx Management Services, Inc.
00 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
With a copy to:
Associate General Counsel
Pitney Xxxxx Inc. MSC 00-00
Xxx Xxxxxxxx
Xxxxxxxx, XX 00000
Fax: (000)000-0000
16.1 Entire Agreement; Amendment; Waiver. This Agreement (including all
Schedules and amendments hereto, which are incorporated by reference) is
intended by the parties hereto to be the final expression of their
agreement, and it constitutes the full and entire understanding between the
parties with respect to the subject hereof. This Agreement may be amended
only by a writing signed by the parties to this Agreement. If a waiver,
amendment or modification of any provision of this Agreement is
handwritten, typed or otherwise included within the physical confines of
this document, it shall not be effective unless specifically initialed by
the party against whom enforcement of such waiver, amendment or
modification is sought. No waiver, failure or delay by either party in
exercising any right, power or remedy
with respect to any of its rights hereunder shall operate as a waiver
thereof in the future.
16.2 Expenses. Each party shall bear all expenses paid or incurred by it in
connection with the planning, negotiation and consummation of this
Agreement.
16.3 Benefits of Agreement. The rights and benefits of this Agreement may be
exercised by any member of the Group, provided that CUNA Mutual shall be
and remain responsible for compliance with the terms and conditions of
this Agreement, and shall serve as agent for the Group for all purposes of
this Agreement.
16.4 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall be deemed one
and the same document.
16.5 No Construction Against Drafter. The parties acknowledged that this
Agreement and all the terms and conditions contained herein have been fully
reviewed and negotiated by the parties. Having acknowledged the foregoing,
the parties agree that any principle of construction or rule of law that
provides that an agreement shall be construed against the drafter of the
agreement in the event of any inconsistency or ambiguity, shall have no
application to the terms and conditions of this Agreement.
16.6 Governing Law; Consent to Jurisdiction. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of
Wisconsin without regard to its conflicts of laws principles.
16.7 Assignment. Neither CUNA Mutual nor Company may sell, assign, or transfer
any rights or interests created under this Agreement or delegate any of
their duties without the prior written consent of the other; provided,
however, that CUNA Mutual may assign this Agreement and its rights and
responsibilities hereunder to another corporation subject to the same
ownership and control with it. Any other assignment or delegation of either
party hereunder, without the written consent of the other, shall be void.
16.8 Participation in Defense. Any entity entitled to indemnification hereunder
shall have the right to participate in the defense in any such suit or
proceeding, through counsel of its own choosing and at its own expense, if
joined as a defendant herein.
16.9 Severability. Should any part, term or provision of this Agreement be
declared invalid, void or unenforceable, all remaining parts, terms and
provisions hereof shall remain in full force and effect and shall in no way
be invalidated, impaired or affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed.
CUNA MUTUAL INSURANCE SOCIETY
By: /s/ H. Xxxxx Xxxxxxxx
---------------------
Print Name: H. XXXXX XXXXXXXX
Title: Chief Prod. Officer
Date: April 26, 2006
PITNEY XXXXX MANAGEMENT SERVICES, INC. ("COMPANY")
By: /s/ Xxxxx Xxxxxxxxxx
--------------------
Print Name: Xxxxx Xxxxxxxxxx
Title: VP Finance, PBMS
Date: 4/28/06
SCHEDULE 2.3
Xxxxxxxxxxxxxx Xxxx
XXXXXXXXXX - XXXXX 0 DATE FOR COMPLETION
---------------------------------------------------- -------------------
Process Mapping -- Waverly 4/28/2006
Process Mapping -- Madison 4/28/2006
Baseline all Services 4/28/2006
Process Standardization 5/15/2006
Internal Billing Chargeback Model 5/15/2006
HR Staffing -- Internal 5/12/2006
HR Staffing - External 5/12/2006
Equipment Maintenance Checklist 5/5/2006
Site Readiness for startup - CUNA signoff 5/12/2006
Madison Work Transition TBD
Relocation to Willow Lawn Mall TBD
Punch list of outstanding deliverables from Imp Plan 5/8/2006
Exit Interview with Customer regarding Phase 1 6/5/2006
Exit Phase 1 6/12/2006
SCHEDULE 2.4
SERVICES AND STANDARDS OF PERFORMANCE
COMMENCEMENT DATE, CENTER(S) AND HOURS
A. Commencement Date: The Services will commence on May 15, 2006
B. Center(s): PBMS will assume responsibility for the Services set forth in
Exhibit, B hereto at the, following Customer Center(s):
0000 Xxxxxxxx Xxx
Xxxxxxx, Xxxx 00000
C. Hours of Operation: The hours of operation will be:
MONDAY TO FRIDAY: 6:30 A.M. to 8:30 P.M.
SATURDAY: 7:30 A.M. to 3:00 P.M.
SERVICES AND STANDARDS OF PERFORMANCE
MAIL SERVICES
The "MAIL SERVICES" parameters address the sorting and preparation of mail and
materials coming into the CUNA Mutual group from external sources as well as
preparation of mail and materials being sent from CUNA Mutual Group -- Waverly,
IA office.
AVERAGE CRITICAL
SERVICE MONTHLY PERFORMANCE SERVICE
PRODUCT ACTIVITY VOLUME STANDARD YES/NO
-------------- ------------------------ ---------------- --------------------------- --------
REMOTE MAIL Provide staff for the N/A Staff will be available for Yes
INSPECTION reception of inbound the receipt of all inbound
HOURS OF mail and packages as mail and small courier
OPERATION needed. packages as needed.
Provide staff to provide Mail Services will be
Mail inspection for all staffed for as long as it
mail and packages. takes to process the
material for remote
Typical hours begin at inspection.
7:00 AM Monday thru
Friday and 7:30 AM on Mail will be sorted by
Saturday customer specification;
see Continual Quality
Measurement for
accuracy standard
AVERAGE CRITICAL
SERVICE MONTHLY PERFORMANCE SERVICE
PRODUCT ACTIVITY VOLUME STANDARD YES/NO
-------------- ------------------------ ---------------- --------------------------- --------
REMOTE MAIL Objective: 133,359 total Slit open each envelope. Yes
INSPECTION pieces inspected Jog envelopes upside down
- Avoid quarantine of and look for foreign matter
any building which falling from the jogger. If
has a CMG CRITICAL foreign matter appears
BUSINESS FUNCTION suspicious, alert
- Rough sort mail by CUNA Mutual Security.
envelope to mail stop. CUNA Security will assume
- Tray and bundle mail 21,833 pieces full responsibility for the
for transport to end individually disposition of any piece of
recipients. validated mail with any foreign
- Validate Contents for matter or any appearance of
each individual being suspicious. PBMS
envelope for PO has no liability for
Boxes 101,203 & 327 handling any suspicious
mail or foreign matter.
- Rough sort mail by
envelope information
according to customer
specifications.
- Tray and bundle mail
for transport to end
recipients.
Processing for all of the
mail will be completed
within 4 1/2 hours after
receipt.
Processing will occur at
a location away from any
building that has a
computer center. CUNA will
at all times provide a
fully functioning facility
at its sole expense free of
any computer center. Should
the processing center be
changed, any expenses
associated with relocating
PBMS personnel or process
remapping will be at the
sole expense of CUNA.
All services performed
accurately and timely as
per standard set forth in
Continual Quality
Measurement
AVERAGE CRITICAL
SERVICE MONTHLY PERFORMANCE SERVICE
PRODUCT ACTIVITY VOLUME STANDARD YES/NO
-------------- ------------------------ ---------------- --------------------------- --------
INBOUND USPS USPS mail from Mail 133,359 total Mail will be available in a Yes
MAIL DELIVERY Services in trayed rough pieces rough sort that is trayed
sort order. Sortation is and bundled for delivery to
based on information the next mail staging area
provided on the within 4 1/2 hours of
envelope. PBMS will receipt of that mail. The
deliver mail destined only exception is that all
for imaging in the Image B&C/Cashiers mail received
and Prep department in by 1.30 PM will be
Mail Services for delivered by 2:30 PM each
processing. day.
Standard for timeliness as
set forth in Continual
Quality Measurement.
RESEARCH MAIL All unidentifiable mail 300 average Research mail, No
is researched and sorted pieces per month subscription, publications
for delivery to the mail will be processed and
drop of the recipient. delivered within 48 hours.
UNSOLICITED All unsolicited mail Unsolicited mail with no No
MAIL that is undeliverable department or employee
will be discarded. name will be discarded.
INCOMING USPS Volume counts for mail. Daily Volume counts will be NO
MAIL VOLUME Incoming USPS mail is captured daily and reported
COUNTS sorted for distribution. monthly. Mail will be
sorted to the mail location
of the department.
All services performed
accurately and timely as
per standard set forth in
Continual Quality
Measurement
OUTGOING USPS Weigh, meter and prepare Daily All outgoing mail will have Yes
MAIL outbound material for the appropriate postage No
Waverly operations for applied and will be
delivery via courier properly sealed and
service to verified. Same day
USPS. processing of all First
Class mail received and
processed by 4:00 p.m.
All services performed
accurately and timely as
per standard set forth in
Continual Quality
Measurement
AVERAGE CRITICAL
SERVICE MONTHLY PERFORMANCE SERVICE
PRODUCT ACTIVITY VOLUME STANDARD YES/NO
-------------- ------------------------ ---------------- --------------------------- --------
POSTAGE Capture all the postage Daily Provide accurate monthly NO
CHARGEBACK information on usage by accounting reports for all
AND PO BOX PO#. cost centers (departmental
ADMINISTATION Track, manage, ope and budgets).
close accounts for each
PO # on the behalf of All services performed
CUNA MUTUAL GROUP accurately and timely as
per standard set forth in
Continual Quality
Measurement
OUTGOING Prepare all outbound Daily Same day processing for all
PACKAGES express labels from the packages received by 3:30
request sheets received p.m. with level of accuracy
throughout the day. and timeliness as per
standard set forth herein.
INCOMING All receipts for Mail 200 pieces/day Incoming accountable items Yes
SHIPMENTS Services are controlled; will be received and logged
these are logged, into CUNA MUTUAL Group's
INSPECTION manifested, and customized SC Logic system.
LOGGING signatures obtained from
PBMS PBMS will be
responsible for delivery Incoming shipments will be
of all inbound processed in the SC Logic
shipments. system and available for
pickup from MAIL SERVICES
within 2 hours of receipt
as per timeliness standard.
CUNA MUTUAL GROUP retains
the role of system
administrator and
responsible for training
the PBMS trainer. PBMS will
provide the operations
functions for receipt..
PBMS will report on volumes
received and compliance. as
per accuracy standard.
COPIER PAPER Daily delivery of copier Daily Maintain inventory of
DELIVERY paper to copier stations copier paper in bulk
as required until such storage, at copier
time as transition to stations, and remote
IKON. PBMS will track locations
copier paper inventory
OUTGOING Compile documents Monday, Process Rep Mailings No
REP for field mailings as Wednesday and by 3:30 PM with level
MAILINGS required. Friday of accuracy and
timeliness as per
standard set forth
herein.
SERVICES AND STANDARDS OF PERFORMANCE
AVERAGE CRITICAL
SERVICE MONTHLY PERFORMANCE SERVICE
PRODUCT ACTIVITY VOLUME STANDARD YES/NO
-------------- ------------------------ ---------------- --------------------------- --------
FACE-TO-FACE Convert microfilm / Average of 3,950 All Face to face processed Yes
MICROFILM / microfiche to image jackets imaged within 6 business hours of
MICROFICHE monthly, 26,685 receiving request.
CONVERSION jackets annually
Ad hoc microfilm These requests will be
retrieval logged and reported with
requests (both all other monthly
jacketed and reporting.
roll) at 15,600
annually or
1,305 per month.
At time of processing
request, the entire jacket
(fiche) will be converted
to image.
Quality standard as
specified by customer.
Timeliness at level set
forth in this SLA.
DIRECT Convert microfilm / Average number Process within 24 Yes
RESPONSE microfiche to image of requests and hours of receiving.
MICROFILM / special requests
MICROFICHE each month is These requests will be
CONVERSION 7,467. 89,600 logged and reported
annually. with all other monthly
reporting.
Quality standard as
specified by customer.
See timeliness,
reporting standards
set forth in this SLA.
AVERAGE CRITICAL
SERVICE MONTHLY PERFORMANCE SERVICE
PRODUCT ACTIVITY VOLUME STANDARD YES/NO
-------------- ------------------------ ---------------- --------------------------- --------
IMAGING Prepare and Scan pages Monthly average All incoming mail received Yes
based on the document of 835,000 for scanning will be
type. pages. prepared, scanned, and
indexed same day as
received.
All post processed work
will be scanned within 24
hour of receipt.
Quality standards as
specified by customer.
See timeliness,
standards set forth in
this SLA.
MANUAL Create correct index 285,000 pages All incoming mail and Yes
INDEXING values for every scanned each month prepared files received
document that requires for scanning that require
manual indexing. manual indexing will be
indexed same day as
received.
See accuracy, timeliness
standards set forth herein.
OCR CHARACTER Review and correct OCR Average monthly All OCR Correction batches Yes
CORRECTION values for every field volume 14,440 received by 11:30 AM will
that requires pages. be processed by 3:30 PM.
correction.
See accuracy, timeliness
standards set forth herein.
SERVICES AND STANDARDS OF PERFORMANCE
CUSTOMER SUPPORT SERVICES
The "CUSTOMER SUPPORT SERVICES" parameters address the activities required to
respond to customer inquiries and coordinate service requests. Additionally,
those services that are administrative in nature and have no other related
services by which to be grouped are included.
CRITICAL
SERVICE AVERAGE MONTHLY PERFORMANCE SERVICE
PRODUCT ACTIVITY VOLUME STANDARD YES/NO
-------------- ------------------------ ---------------- --------------------------- --------
OPERATIONAL PBMS will create N/A Creation of procedure Yes
PROCEDURES procedure manuals manuals covering all
covering all aspects of aspects of the services
the services provided. provided will be completed
The step-by-step by 120 days after
procedures for all commencement of services
activities described PBMS to update revise or
under performance modify the procedures
standards will be placed annually based on customer
in a three-ring binder needs. Performance metrics
to permit the will be reported to CUNA on
incorporation of new a monthly, quarterly and
instructions without the annual basis. Discussion of
need of rewriting or re- action plans or incremental
ordering the text. Any improvements based on
changes to these performance will be
established procedures negotiated between PBMS and
will need to be approved the CUNA Mutual Group Image
by both the senior PBMS Supply Manager.
manager and the CUNA
client contact before
being implemented. PBMS
and CUNA will establish
performance metrics for
all new services and
PBMS will track and
report performance
relative to metrics.
MANAGEMENT PBMS will create N/A Creation of management Yes
REPORTS management reports reports on a daily, weekly,
covering all major and monthly basis as
operational areas that determined by each report
will track daily, category/type. PBMS will
weekly, and monthly work provide management with a
completed, and reflect minimum of all existing
backlog status. PBMS reports at time of
will work with implementation, with
management of each appropriate report
functional area to revisions completed by 120
provide key business days after commencement of
metrics required for services.
inclusion in these
management reports.
CRITICAL
SERVICE AVERAGE MONTHLY PERFORMANCE SERVICE
PRODUCT ACTIVITY VOLUME STANDARD YES/NO
-------------- ------------------------ ---------------- --------------------------- --------
DISASTER PBMS will adhere to all N/A PBMS will participate in Yes
RECOVERY Disaster Recovery Plans annual recovery plan
PLAN in place. testing as requested. Any
expenses associated with
Disaster Recovery, Disaster
Recovery Testing, or
additional training of PBMS
personnel relating to
Disaster Recovery, will be
at the sole expense of
CUNA. Testing shall not
impede PBMS' standard
operations or a performance
waiver shall be granted.
SAFETY PBMS trains and On-going PBMS local, regional, and YES
TRAINING & establishes guidelines national resources will
GUIDELINES for safety practices for train employees while
mail areas. continuing to audit,
develop, and update safety
practices for all services
performed. PBMS employees
will participate in all
CUNA Mutual required
security, privacy and
safety training.
CRITICAL
SERVICE AVERAGE MONTHLY PERFORMANCE SERVICE
PRODUCT ACTIVITY VOLUME STANDARD YES/NO
-------------- ------------------------ ---------------- --------------------------- --------
CONTINUAL The quality for all Daily measured Nationally-designed and Yes
QUALITY services performed is supported processes to
MEASUREMENT monitored and Reported monthly capture quality
measured. measurements will be
implemented and maintained
for all services and CUNA
MUTUAL GROUP will be
provided quality reports
on a monthly basis.
QA processes will test
a statistically significant
sample of transactions.
Pitney Xxxxx will establish
and maintain an end-to-end
quality threshold of at
least 96% accuracy for
imaging on an average
reporting month basis for
all service levels tracked
under this SLA.
MONTHLY Volume statistics will be Daily measured Monthly reports will be Yes
REPORTING captured and provided to provided to CUNA MUTUAL
CUNA MUTUAL GROUP Reported monthly GROUP management for period
on a monthly basis from the 15th of a calendar
month through the 14th of
the next succeeding
calendar month (the
"reporting month") -
reports must be provided by
the 20th of the month for
input into the unit costing
process.
AVERAGE CRITICAL
SERVICE MONTHLY PERFORMANCE SERVICE
PRODUCT ACTIVITY VOLUME STANDARD YES/NO
-------------- ------------------------ ---------------- --------------------------- --------
PROCEDURE PBMS will maintain a On-going The mail center and Yes
MANUAL procedure manual for all contract administrator will
processes performed that develop a procedure manual
CUNA employees will during the first 120 days
follow to effectively of the engagement, review
utilize PBMS Services. the provisions of the
PBMS will post the manual procedure manual for
on the CUNA Mutual accuracy and sufficiency
Intranet as directed at least every calendar
by the CUNA Mutual Group quarter, and update the
Image Supply Manager and procedures as needed.
update all changes on an
on-going basis.
OVERTIME PBMS provides an Weekly PBMS will provide a YES
REPORTING overtime log to CUNA detailed overtime log to
MUTUAL GROUP CUNA MUTUAL GROUP on a
weekly basis. This log will
explain why the overtime
has occurred.
INTERFACE WITH PBMS is available to Daily PBMS shall participate in No
CUSTOMERS AND answer inquiries. PBMS, focus group sessions as
EXTERNAL working through the CUNA requested by the CUNA
VENDORS. Mutual Group Image Mutual Group Image Supply
Supply Manager, will Manager at least one (1)
meet with customer focus occasion per calendar
groups at CUNA MUTUAL quarter. At least one (1)
GROUP to ensure customer occasion per calendar
needs are met and quarter, PBMS will assist
customers are provided the CUNA Mutual Group Image
with information to take Supply Manger by providing
advantage of all in- service information and
house and external announcements through the
services. CUNA Mutual Group Intranet
site to assist Image
customers in understanding
services and service
levels.
Customer complaints/issues
will be managed through the
PBMS Site Action Item Log
process.
AVERAGE CRITICAL
SERVICE MONTHLY PERFORMANCE SERVICE
PRODUCT ACTIVITY VOLUME STANDARD YES/NO
-------------- ------------------------ ---------------- --------------------------- --------
ADDITIONAL PBMS will partner with N/A Requests by customer for NO
CUSTOMER CUNA Mutual to support additional support will be
SUPPORT initiatives that are provided and any additional
SERVICES required to meet costs billed to the
business needs and Customer.
accommodate those
initiatives, wherever
possible, through
process improvements,
scheduling efficiencies,
and proactive manaqement
practices.
EMERGENCY PBMS will work with Requests by customer for NO
REQUESTS Customer to respond in a additional support will be
timely manner and make provided and any additional
reasonable effort to costs billed to the
respond to rare and Customer.
unusual situations that
is required to meet
business needs and
requirements.
DRESS CODE All PBMS employees will N/A All PBMS employees will no
be required to dress in adhere to the PBMS dress
appropriate business code.
attire.
STANDARDS OF Each PBMS employee is N/A All PBMS employees will yes
CONDUCT expected to adhere to conduct themselves in a
standards of behavior business-like/professional
that reflect credit on manner.
himself/herself, and
PBMS and will include
all applicable standards
of conduct established
by the Customer.
EQUIPMENT
C-1 Equipment to be provided by PBMS (1)
None
C-2 Equipment to be provided by Customer.
Waverly CO ASSET NO DEPARTMENT Assets (Purchased-and Leased)
------- ----------- ---------- ---------------------------------------
002370 48844 STRATOMATIC W/TRAYS
007681 48844 935 MCRODSIGN READER
? SYMBOL PDA - SC LOGIC
? SYMBOL PDA - SC LOGIC
? SYMBOL PDA - SC LOGIC
? SYMBOL PDA - SC LOGIC
? ZEBRA LABEL PRINTER - LP2443 - SC LOGIC
? ZEBRA LABEL PRINTER - LP2742 - SC LOGIC
012868 48844 RB 5DR ROLL FILM CABINET
012869 48844 RB 5DR ROLL FILM CABINET
013148 48844 B & H MICROFICHE READER
018603 48844 OMATION LETTER OPENER 106
018604 48844 LECTROJOG 1212W
48844 OMATION LETTER OPENER 106
48844 LECTROJOG 1212W
48844 XXXXXX DATE/TIME MACHINE
48844 XXXXXX DATE/TIME MACHINE
S00494 48844 FILE EXTRACT/DATA CONV
022387 48844 WHITE POWER FILE 6600
022388 48844 WHITE POWER FILE 6600
S00520 48844 GAIN SINGLE-USER RECS MGM
024990 48844 MAILMOBILE
027075 48844 RP603Z UNIMODE READER PRl
S00760 48844 IWPM FOR WINDOWS NT V2 R2
027480 48844 MICROGICHE ROTARY FILE
027537 48844 MICROFILM SCANNER
027551 48844 DIGITAL MICROFILM SCANNER
027552 48844 DIGITAL MICROFILM SCANNER
027554 48844 DIGITAL MICROFILM SCANNER
36804 48844 DUPLEX SCANNER B&H 8080 S
027566 48844 MS-800 SCANNER CANON
027567 48844 MS-800 SCANNER CANON
----------
(1) Any leased equipment will be subject to the terms and conditions of the
leasing company.
027568 48844 MS-800 SCANNER CANON
48844 Corded Scanner - SC LOGIC
20500003 48844 Corded Scanner - SC LOGIC
027723 48844 SCANNER DUPLEX-BITONAL 125PPM
027724 48844 SCANNER DUPLEX-BITONAL 125PPM
20501125 48844 MAIL OPENER EXTRACTOR/SCANNER - OPE
37186 48844 DUPLEX SCANNER B&H 8080 S
022388 48844 WHITE POWER FILE 6600
LEASED 48846 UF60 PARAGON
LEASED 48846 UF60 PARAGON
Madison
01012898 62535 JOGGER
01052560 62535 DELUX SCANNER 8080D
0000515809 62535 B&H 8125 DELUXE SCANNERS
0000515810 62535 B&H 8125 DELUXE SCANNERS
0000542733 62535 MAIL OPENER EXTRACTOR/SCANNER - OPE
S01012378 62535 OPEX MDW MODULES
Customer shall be responsible for service/maintenance contracts on the above
equipment.
C-3 Office equipment to be provided by Customer.
Desks, file cabinets, tables, chairs, telephones, printers and personal computer
equipment in File Mail office areas as required
C-4 Software/Systems to be provided by PBMS.
None
C-5 Supplies to be provided by PBMS.
None
C-6 Office space for File Mail
It is agreed that Customer will provide all required office space at 0000
Xxxxxxxx Xxx, or other mutually acceptable location in Waverly, Iowa
C-7 Courier Schedule
COURIER #2 RUNS
COURIERS #2 FULL TIME PART TIME UNACCOUNTED FOR
-------- --------------------------- --------------------------- ---------------
6:00 AM Heritage Way Computer
Room pickup
6:15 AM Willow Lawn Mall
Computer Room delivery
6:30 AM Downtown Building Pickup
and Delivery Computer
Room
6:45 AM Pickup Mail at Post Office
7:00 AM Deliver Mail to Heritage
Way (MOB)
7:15 AM 15 MINUTE GAP
7:30 AM Load Mail Cart then pickup
and delivery 218 South
Computer Room. Stop at
MOB first.
8:00 AM Pickup Mail at Post Office
(Mondays only - high
volume)
8:15 AM MONDAYS -15 MINUTE GAP
8:20AM Pickup and deliver Mail
218 South
8:45 AM Load Mail Cart then pickup
and deliver Mail to WLM
9:00 AM Pickup and deliver Mail
Downtown
9:15 AM Pickup Mail (including
registered, certified,
postage due) from USPS
9:25 AM Pickup at USPS and deliver
Mail 218 South. Deliver
mail from USPS to MOB.
10:00 AM ARRIVE BACK AT HW
10:15 AM Load Mail Cart then pickup
and delivery including
overnights Mall. Stop at
MOB first.
10:30 AM Pickup and deliver Mail
Downtown
10:45 AM Pick up/deliver to WLM.
Ensure supplies prepared at
WLM are brought back to
HW for delivery.
11:00 AM Pickup and deliver
incoming overnights along
with cerifieds 218 South
11:15 AM
11:30 AM Load Mail Cart then deliver
supplies to Heritage Way.
Delivery overnights to
recipients at HW.
11:45 AM
12:00 PM Lunch
12:15 PM
12:30 PM Load Mail Cart
12:45 PM Deliver supplies/copier
paper at HW.
1:00 PM Pickup and delivery 218
South
1:15 PM Pickup and deliver Wallow
Lawn Mall
1:30 PM Load Mail Cart Pickup and deliver
Downtown Building
1:45 PM Deliver supplies/copier Pickup and deliver Heritage
papar at HW. On Way.
Tuesdays, do the 'Computer
Rm' run with pick-up.
Must leave for 218S at 2
p.m.
2:00 PM Deliver at WLM.
2:15 PM Pickup and deliver to DTB.
2:30 PM Arrive back to HW from Pickup and deliver to HW.
218S delivery. Shift ends.
2:45 PM Deliver supplies.
3:00 PM Load Mail Cart
3:10 PM Leave HW with CBSI Bank
Deposit Be at WLM at 3:15
p.m. for pickup/delivery.
3:20 p.m.: First Nat'l Bank
for deposit, then DTB for
delivery
3:30 PM
3:40 PM 218S Delivery
3:50- Arrive back at HW and
4:00 PM pick-up overnights at
CBSI. Deliver overnights
and outgoing mail Mall
4:30 PM
4:45 PM Deliver outgoing mail to
Post Office
4:50 PM Deliver Downtown
5:00 PM Arrive back at HW
* Every Tuesday-Computer
room order needs to be
delivered: 6:45-7:30 a.m.
Pick up at WLM and
deliver to HW. Return
truck to WLM and bring
courier van back to HW
* Once or twice a month,
218S has a pallet of
envelopes that is picked up
at WLM and delivered to
218S.
* Order copier paper thru
the Stockroom. Couriers
are responsible for
monitoring the volume of
copier paper on hand.
SERVICE LEVEL CREDITS. CRITICAL SERVICES. Performance level standards set
forth under each category of service will be met or exceeded. Specifically,
the failure to meet stated service levels for each critical service in
seven (7) or more days within a reporting month will result in the
following remedies: 1) First reporting month-based occurrence within a
rolling twelve-reporting month period: PBMS' failure to correct the
deficiency will result in a $1,500 service credit to the customer; (2)
Second occurrence of a deficiency in a given service within said rolling
twelve-month period will result in a $3,000 service credit to Customer; and
(3) third or more occurrence of a deficiency in the same service within
a rolling twelve month period will result in Customer having the right to
terminate this agreement or receive a $4,000 service credit. The failure
to meet stated service levels for each critical service in ten (10) or more
days within a reporting month will cause the above-described monetary
remedies to be increased by 50%. Customer's right of termination shall
commence upon the second occurrence in a rolling twelve-reporting month
period in which PBMS fails to meet service levels for the same critical
service in fifteen (15) or more days within a reporting month. The Service
Level Credits will be in effect 120 days after startup.
NON-CRITICAL SERVICES. Performance level standards set forth under each
category of service will be met or exceeded. Specifically, the failure to
meet stated service levels for each non-critical service in ten (10) or
more days within a reporting month will result in the following remedies:
1) First reporting month-based occurrence within a rolling twelve-reporting
month period: PBMS' failure to correct the deficiency will result in a
$1,000 service credit to the customer; (2) Second occurrence of a
deficiency in a given service within said rolling twelve-month period will
result in a $1500 service credit to Customer; and (3) third or more
occurrence of a deficiency in the same service within a rolling twelve
month period will result in Customer having the right to terminate this
agreement or receive a $2,000 service credit. The failure to meet stated
service levels for each non-critical service in fifteen (15) or more days
within a reporting month will cause the above-described monetary remedies
to be increased by 50%. Customer's right of termination shall commence upon
the second occurrence in a rolling twelve-reporting month period in which
PBMS fails to meet service levels for the same non-critical service in
twenty (20) or more days within a reporting month. The Service Level
Credits will be in effect 120 days after startup.
The parties agree that Customer may determine that a service previously
identified as a noncritical service should appropriately be recast as a critical
service. Based upon Customer's representation that it shall exert its best
efforts to correctly classify the criticality of a given service, PBMS agrees
that it shall act in accord with Customer's reclassification of the criticality
of a given service. If Customer determines that a noncritical service should be
reclassified as a critical service, Customer shall provide PBMS written notice
of the reclassification, stating with reasonable detail in said notice its
reasons for the reclassification. PBMS' performance standards relating to said
service shall thereupon correspond to those for critical services beginning in
the next succeeding reporting month.
WORK RULES and DRESS CODE
PBMS is required to follow and adhere to the CUNA Mutual Group's workplace rules
are intended to protect the health and safety of all employees, as well as the
good will and property of the company. The rules are published to ensure that
employees are aware of personal standards of conduct expected at work.
1. Employees must be at their assigned work areas, ready to work (within
flexible working hours for first- shift employees) within employee's scheduled
hours of work, at the beginning of his/her shift, and after break and lunch
periods.
2. Employees unable to report for, or perform, work due to illness or other
justifiable cause must report the expected absence to his/her supervisor or
designated manager no later than lO a.m. of within two hours of his/her starting
time for other than first-shift employees.
3. Employees are to wear appropriate clothing suitable to a professional
business atmosphere.
4. Employees shall not conduct personal business during working hours.
5. Employees must report any injury or accident to the Medical Department
immediately.
6. Employees shall not interfere with others in the performance of their job
duties.
7. Employees while at work shall not use profane or abusive language.
8. Employees shall not breach the confidentiality of company records or
business.
9. Employees' unauthorized use of access card to gain entry to CUNA Mutual Group
is cause for disciplinary action.
10. Employees' consumption of food and snacks during working hours will be
permitted only so long as good housekeeping can be maintained.
11. Employees are required to wear their Identification Access Card at all times
while on the premises of CUNA Mutual Group.
12. Smoking is permitted only in designated areas during morning and afternoon
break and lunch period.
13. Excessive tardiness is cause for disciplinary action.
14. The Occupational Safety and Health Act imposes strict requirements on a
company to maintain and enforce safe working conditions. Any violation of
established safety rules will subject employees to disciplinary action.
15. Parking rules and regulations have been established for the safety and
protection of employees. Please observe them.
16. Any sexual harassment, including but not limited to, unwelcome sexual
advance, request for sexual favors, graphic materials, gestures, or other verbal
or physical conduct of a sexual nature, is prohibited. This also includes sexual
material on electronic media. Nor will we tolerate Prohibited Harassment, which
is harassment of our employees based upon race, color, religion, disability,
age, sex, national origin,
sexual orientation or any other status or basis protected by applicable federal,
state or local law.
17. Gambling during working hours is prohibited.
18. Possession, use or being under the influence of intoxicating beverages,
controlled substances, or non-prescribed drugs while on company premises is
prohibited.
19. Falsifying reports or records, including, but not limited to, personnel,
attendance, sickness, and production records, is prohibited.
20. Misappropriation, misuse or removing company property, records, data, or
other materials from the premises without prior authorization is prohibited.
21. Unauthorized possession of company property or another employee's property
is prohibited.
22. Insubordinate conduct or refusal to follow a supervisor's orders is
prohibited.
23. The telephones at CUNA Mutual Group are important for company business and
are not for personal use. Please ask your friends not to call you at work unless
it is an urgent matter. Incoming personal phone calls to employees while working
should be treated in the most expeditious manner possible.
* Outgoing, non-urgent personal phone calls are to be avoided. In cases where
it's necessary to make an occasional personal phone call, please obtain prior
approval from your manager.
* Long distance personal phone calls are not to be made from CUNA Mutual Group
telephones.
These rules are not intended to be all-inclusive. CUNA Mutual Group shall, when
it deems appropriate, establish additional rules to govern employees' conduct as
deemed necessary by operational requirements.
PERSONAL APPEARANCE
DRESS CODE
Our customers expect and we have promised, professional staffing at their sites.
Therefore, your dress, grooming and personal cleanliness must convey the highly
professional business image that our customer's require.
It is expected that all employees exercise good taste and common sense as to
proper business attire, and that employees will dress in a professional,
businesslike manner. Those who arrive at work inappropriately dressed or groomed
will be sent home and not compensated for time away from work.
We must be aware of our image to the same degree that we are aware of our
service to our customers. This is a serious matter and violations to our dress
code guidelines will be treated seriously and could result in disciplinary
action.
APPROPRIATE DRESS UNACCEPTABLE DRESS
---------------------------------- -------------------------------
Suits Athletic shoes or sneakers
Dress slacks,casual dress pants Sweatpants, sweatshirts,
(Dockers, chinos, khakis in black, Jogging outfits, warm-up
Dark blue, xxxxx, or tan) Suits
Skirts and blouses Leggings or knit tights
Dresses Off the shoulder tops/blouses
Collared shirts, sports shirts with Attire with slogans, sayings,
collars Graphics, or animal prints
Sweater or vests Jeans of any type or color
Sports coats, blazers Shorts or mini skirts
Casual shoes in good condition Sleeveless shirts, blouses,
(Loafers, bucks, docksiders, tops without a jacket or
low-heeled shoes) Exception is EHS sweater
requirements
Socks/hosiery Open toe
Belt Worn, faded, or torn clothing
Cargo pants
Calf length Capri pants
T-shirts, tank, or midriff tops
SCHEDULE 4.1
Insurance Requirements
Company shall at all times during the term of this Agreement maintain the
indicated levels of the following types of insurance:
Worker's Compensation/Employers' Liability Insurance in accordance with
state laws where the services are performed.
Commercial General Liability Insurance on an "occurence form" basis with a
limit of liability of One Million Dollars ($1,000,000) per
occurrence/annual aggregate with coverage for bodily injury, property
damage, personal injury and advertising injury stemming from
Premise/Operations and Products/Completed Operations exposures.
Business Automobile Liability Insurance with a limit of liability of One
Million Dollars ($1,000,000) per occurrence/annual aggregate with coverage
for all owned, hired and non-owned vehicles used by Company to perform
Services.
Excess/Umbrella Liability Insurance with a limit of Three Million Dollars
($3,000,000) per occurrence/annual aggregate. This insurance shall be
excess of the Employer's Liability, Commercial General Liability, and
Business Automobile Liability insurance policies.
Professional Liability Insurance with a limit of liability of Two Million
Dollars ($2,000,000) per occurrence/annual aggregate for exposures related
to the performance of professional services by Company and Subcontractors.
SCHEDULE 6.1
PRICES
PRICES AT COMMENCEMENT DATE: The Prices for Services shall be billed as of
the Commencement Date.
Phase one pricing at start up is $143,320 at start up
Phase one, once centralized is $159,150 (Includes Life Applications, CBSI &
Madison work)
Start up implementation costs for Phase 1: $28,000, billed during first
month of service
Phase 2 CPI pricing TBD after due diligence walk through
Phase 3 pricing for the technology ownership TBD by August 1
OVERTIME: Overtime rates will be as follows:
CSAs CSTS
------ ------
Weekdays/Weekends: $26.00 $35.00
Holidays: $34.65 $46.65
It is understood that work to be performed by PBMS as detailed in Exhibit B,
excluding "ADDITIONAL CUSTOMER SUPPORT SERVICES" AND "EMERGENCY REQUESTS" will
be completed within the scope of normal operations and therefore within the
pricing for the monthly management fees defined in Exhibit D (above). If PBMS
utilizes overtime to complete tasks covered within the normal scope of
operations, Customer will not be responsible for payment for such overtime.
Tasks outside the normal scope of operations may qualify for overtime charges;
however, Customer must approve all overtime prior to the performance of such
work. Without prior authorization by Customer, no such work will be performed or
billed.
GAIN SHARING:
UNIT COST SAVINGS
The parties agree that Company will use its best efforts to identify and
propose to Group specific process improvements, technology and equipment,
where Group unit costs can be reduced. The proposal(s) shall include the
identification of the business operation(s), the proposed changes in the
same and the projected unit
cost savings based on the unit cost Group is paying at the time of the
proposal(s). Within thirty (30) days of receipt of the proposal Group shall
either approve or reject the proposal. If such proposal is accepted Company will
implement the cost savings within sixty (60) days of its receipt of written
approval.
Company and Group shall equally share in the unit cost reduction. Company will
reduce Group's fee by half the amount of the total unit cost reduction.
Unit cost sayings realized through business growth and any corresponding
incremental unit cost reduction will not qualify for gain sharing.
ADDITIONAL COST SAVINGS
The parties agree that Company will use its best efforts to identify and propose
to Group specific operations, goods and/or services to reduce Group costs. The
proposals shall include the identification of the business operation(s), goods
and/or services, the proposed changes in the same and the projected cost savings
based on the price Group is paying at the time of the proposal(s). Within (30)
days of receipt of the proposal Group shall either approve or reject the
proposal. If such proposal is accepted Company will implement the cost savings
within sixty (60) days of its receipt of written approval.
Company shall provide Group with monthly reports as to the amount of the cost
savings. Group shall reasonably cooperate with Company in implementing the cost
savings and provide documentation reasonably necessary to calculate and confirm
the unit cost and cost savings. Group agrees not to circumvent Company by
implementing any unit cost or cost savings proposed by Company without paying
the fees set forth below, while this agreement is in effect and for a period of
three hundred sixty five (365) days after the expiration or termination for any
reason.
Company is committed to provide Group cost savings. Group shall pay to Company a
total of 50% of the actual cost savings for such project(s). Both parties shall
use reasonable best efforts to achieve a validation and reconciliation of
savings to be gain shared within thirty (30) days of the implementation of the
cost savings initiative. Validated company gain share amount shall be billed to
Group monthly as cost savings are realized.
SCHEDULE X
P.B. MANAGEMENT SERVICES, INC.
DECEMBER 31 CONSOLIDATED FINANCIALS - PROFORMA
($ MILLIONS)
INCOME STATEMENT:
Revenue
Cost and Expenses $
Cost and Expenses %
Earnings Before Interest & Taxes $
Earnings Before Interest & Taxes %
BALANCE SHEET TOTALS:
--- ---
TOTAL ASSETS
=== ===
TOTAL LIABILITIES
EQUITY
--- ---
TOTAL LIABILITIES & EQUITY
=== ===
FREE CASH FLOW
SCHEDULE Z
COMPANY PROVIDED INVENTORY LIST
(a) Company Equipment
2 Laptop PCs - For Company's Customer Operations Managers
(b) Company Software
None
GROUP PROVIDED INVENTORY
(a) Group Equipment (listed in SLA)
(b) Group Software (listed in SLA)
DOCUMENTATION
Company Provided Documentation
Company will maintain the following documents:
- Statement of Work
- Services and Standards of Performance
- Work flow process maps
- Volume and Activity Metrics Reports
Group Provided Documentation
