AMENDMENT NO. 4 TO MASTER SERVICES AGREEMENT
Exhibit
10.1
AMENDMENT
NO. 4 TO MASTER SERVICES AGREEMENT
This
Amendment No. 4 to the Master
Services Agreement (“Amendment”) dated as of July 1, 2007, the
“Execution Date,” is by and between Textron Inc. (“Textron”), a
Delaware corporation, having a principal place of business at 00 Xxxxxxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000-0000
and Computer Sciences Corporation
(“CSC”), a Nevada corporation,
having a principal place of business at 0000 X. Xxxxx Xxxxxx, Xx Xxxxxxx,
Xxxxxxxxxx 00000.
WHEREAS,
Textron and CSC are parties to
that certain Master Services Agreement, dated October 27, 2004 (together
with
all its attachments, the “Agreement”), which has been given the
contract number TXT2004-0020, as amended by Amendment No. 1, dated March
31,
2006, and Amendment No. 2, dated September 1, 2006, and Amendment No. 3,
dated
the same as this Amendment No. 4.
WHEREAS,
Textron and CSC (collectively,
the “Parties” and each, a “Party”) desire to
amend the Agreement, pursuant to Section 25.8 of the MSA, as herein
provided.
NOW,
THEREFORE, in consideration of the
mutual promises and covenants set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
Parties agree as follows:
SMALL
SITE SERVICE MODEL
The
Parties have developed an alternate service model for Textron Service Recipients
that meet certain criteria, generally small or remote
locations. Numerous sections of the Agreement are amended to reflect
the changes related to the new model.
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I.
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MSA
Section 3 (Services)
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A
new
Subsection 3.10 is hereby added to Section 3 (Services) and shall read as
follows:
“3.10 Small
Sites
Certain
Textron Service Recipients may not require the full scope of Services described
herein. If the Service Recipient would be better served by a reduced
service offering, it may opt for the Small Site service model, provided that
the
site meets the criteria for eligibility. Additional terms, described
in Schedules, Attachments and Amendments, also apply.
3.10.1 This
model applies to all
geographic regions.
3.10.2 Participation
in this
model is optional to Service Recipients that qualify.
3.10.3 Where
Services
have been removed or altered, Textron accepts additional responsibility and
associated risk commensurate with the shift in responsibility.
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3.10.4 If
a site
meets the eligibility requirements (see Schedule A Definitions), and the
Business Unit wishes to designate the site as a Small Site, then both Textron
and CSC must agree to the designation, which agreement shall not be unreasonably
withheld.
3.10.5 Once
designated as a Small Site, the site must retain this status for a minimum
of
six (6) months before requesting a change back to full service.
3.10.6 If
a
Small Site’s Workstation count grows above the eligibility cap, the site will
not lose its eligibility until the count exceeds the cap by 25%. In
this event, the site may no longer be designated a Small Site. The
site will return to the full service model in accordance with agreed upon
procedures and time frames.
3.10.7 This
model is a discreet service delivery solution and, if adopted, must be utilized
in its entirety. A Service Recipient may not adopt only some of its
features and not others.
3.10.8 Small
Sites are required to follow Textron standards for infrastructure services
and
equipment, where responsibility for the services or equipment has shifted
back
to Textron.
3.10.9 Once
approved by both Parties, a minimum of thirty (30) days is required to process
a
Service Recipient request for Small Site designation and
pricing. After such time, the site will be officially recognized as a
Small Site beginning on the first day of the next calendar month.
3.10.10 The
Small
Site scope of services compares to the full scope of services as
follows:
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a.
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Unchanged: WAN;
Service Desk; Email
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b.
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Changed: Midrange;
TEMS; Workstations; Network
Printers
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c.
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Removed
from CSC Scope: LAN; Voice
Systems
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d.
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Not
Applicable: Mainframe
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The
Parties will perform their respective responsibilities under this model as
further described in the Policy and Procedures Manual, the Schedules, and
the
Tower Service Agreements, as amended.”
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II.
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Schedule
A (Definitions)
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A.
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Small
Site
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The
following definition is hereby added, in alphabetical order, to Schedule
A:
“Small
Site – means any location meeting the following 2 criteria: (a) less than or
equal to seventy-five (75) Workstations; (b) located more than twenty (20)
miles
away from a Textron site where at least one full-time CSC support staff
2
member
is
stationed. These criteria confirm eligibility only; actual
designation as a Small Site may be subject to certain approvals or other
conditions, as agreed upon by the Parties.”
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B.
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Supported
Device
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The
following sentence is hereby added to the end of the definition of Supported
Device:
“This
definition also includes Workstations in use at Small Sites; such devices
shall
be designated WS-Supported Device.”
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III.
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Attachment
2 (Midrange Services)
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A.
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Appendix
2A (Service Description)
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1.
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Section
4 (Responsibility Matrix)
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In
the section titled “Backup and Restores” the following new line item is
hereby added, between items 56 and 57 (the row of headings is provided
for
reference purposes only):
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No.
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Backup
and Restores
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CSC
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Textron
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56.5
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For
Small Sites, perform on-site touch labor portions of data backup,
such as
tape flipping, and removal and storage of tape on-site.
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X
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2.
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For
purposes of the Small Site service model, all other aspects of
Midrange
Services, as described in Appendix 2A, remain
unchanged.
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B.
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Xxxxxxxx
0X (Xxxxxxx)
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1.
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Section
2 (Pricing Description)
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a.
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Subsection
2.a.6., regarding Remote Servers, is modified to read as follows
(additional language appears in
italics):
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“There
are three (3) Service Level classifications (Gold, Silver, and Bronze)
and the Service Levels are defined in the Midrange Service Level
Agreement. The expectation for gold is mission critical Servers;
silver is production; and bronze is test, lab, and other
Servers. Textron may designate a Server as bronze, regardless of its
location. All Servers at Small Sites must be designated as
bronze. The criteria for Gold, Silver, and Bronze Service are as
follows: ….”
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b.
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Subsection
2.c.5., regarding SAN, is hereby added to Xxxxxxxx 0X (Xxxxxxx) and
shall read as follows:
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3
“SAN
pricing does not apply to Small Sites; it is replaced by the Small Site DAS
Resource Unit. Billable DAS quantities, at Small Sites, are based on
the total amount of disk space that is available for storing user
data. This would be the total OEM specified capacity of a disk drive
minus the capacity reserved for media defect compensation, disk size
equalization, RAID parity or mirroring, and metadata.”
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c.
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Subsection
2.e. is modified to read as follows (additional language appears
in
italics):
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“Midrange
peripheral devices and backup and tapes and disks are included as part of
the
Resource Units specified in this Appendix 2C and there shall be no additional
charge for such devices or supplies, except as noted for Small
Sites. Following the designation of a Service Recipient as a
Small Site, any additional or replacement backup devices (e.g., tape drives,
tape libraries), media, and associated equipment maintenance will be Textron’s
financial responsibility. All backup software remains CSC’s financial
responsibility.”
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2.
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For
purposes of the Small Site service model, all other aspects of
Midrange
Pricing, as described in Xxxxxxxx 0X, remain
unchanged.
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IV.
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Attachment
3 (Network Services), Appendix 3A (Service
Description)
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A.
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Section
1 (Overview)
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The
second paragraph is restated as follows (additional language appears in
italics):
“CSC
shall perform network operations and management services for Textron’s and each
Service Recipient’s Supported Data Network and Supported Voice Network in an
integrated manner with all other Services to be provided under the MSA, in
order
to provide seamless support among Textron and all Service Recipients. Note,
however, that LAN services and Voice services (including Voicemail) are outside
the scope of the Small Site service model. All other Network
obligations (e.g., WAN services), as described herein, do apply to Small
Sites,
unless otherwise expressly noted.”
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B.
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Section
2 (Major Functions)
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A
new
Subsection 2.5 is hereby added to Section 2 (Major Functions) and shall read
as
follows:
“2.5 Small
Sites
For
Service Recipients designated as Small Sites, there are exceptions to the
Network Services described herein. These exceptions are listed
below.
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LAN
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1)
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LAN
services will not be provided by CSC at Small Sites. The
Service Recipient will be responsible for providing or procuring
such
services from a 3rd
party.
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2)
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LAN
Service Levels X-00, X-00, X-00, X-00 xxx X-00 do not apply to
Small
Sites. Cross-Functional Service Levels CF-01, CF-02, CF-03 and
CF-04 do not apply to LAN Services or Equipment at Small
Sites.
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3)
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LAN
equipment will be provided by the Service Recipient in accordance
with
Textron-enforced equipment
standards.
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4)
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Textron
will buy back CSC-owned LAN equipment at the Small Site at the
remaining
net book value.
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5)
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CSC
will not monitor LAN traffic on single
ports.
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6)
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Upon
Textron’s request, CSC will provide on-site and remote support on a time
and materials basis at standard hourly Technician rates. (See
Annex D-5.)
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Voice/Voicemail
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1)
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Voice
and Voicemail services will not be provided by CSC at Small
Sites. The Service Recipient will be responsible for providing
or procuring such services from a 3rd
party.
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2)
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Voice
Service Levels C-08, C-09 and C-10 do not apply to Small
Sites. Cross-Functional Service Levels CF-01, CF-02, CF-03 and
CF-04 do not apply to Voice Services or Equipment at Small
Sites.
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3)
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CSC
will not provide management of 3rd
party
telecom service agreements at Small
Sites.
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4)
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The
CSC Service Desk will develop new scripts for referring Voice System
problems to the proper party.
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5)
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Upon
Textron’s request, CSC will provide on-site and remote support on a time
and materials basis at standard hourly Technician rates. (See
Annex D-5.)
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6)
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Utilization
of CSC’s Telecommunication & Expense Management service will be
optional for Small Sites at a monthly flat fee for invoice
processing.”
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C.
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For
purposes of the Small Site service model, all other aspects of
Network
Services, as described in Appendix 3A, remain
unchanged.
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V.
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Attachment
4 (Workstation Services)
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A.
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Appendix
4A (Workstation Services)
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1.
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Section
1 (Overview)
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| A new Subsection (d) is hereby added to the end of Section 1 and shall read as follows: |
| “(d) Supported Workstations located at Textron Small Sites shall be considered Supported Devices, and shall be identified as WS-Supported Device. As such, all Workstations in this category will be owned or leased by Textron. Textron will be responsible for associated maintenance agreements and for Refreshing the equipment according to Schedule N (Refresh). When a Textron Service Recipient becomes designated as a Small Site, Textron must purchase from CSC all CSC-owned Supported Workstations, at that location, at CSC’s remaining net book value. All other aspects of Supported Device Services, including obligations and specifications, Service Levels, and Supported Device pricing shall apply to WS-Supported Devices, unless otherwise expressly noted. Note concerning Network Printers: Full service support of Network Printers is outside the scope of the Small Site model. However, a Small Site, at its option, may classify Network Printers as a Supported Device and receive service for such devices as further described herein.” |
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2.
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Section
2 (Major Functions)
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a.
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Subsection
2(b)(2) is hereby modified to read as follows
(additional language appears in
italics):
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“Procure
Supported Device Equipment – excluding WS-Supported Devices – and
Software to the extent provided in Schedule B (Cross Functional
Obligations);”
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b.
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Subsection
2(b)(7) is hereby modified to read as follows (additional language
appears in italics):
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“Provide
Level 2 Support as necessary and Level 3 Support (consisting of vendor
interaction) for all Equipment and Software comprising Supported Devices,
however, on-site support by CSC (or a CSC-approved contractor) at Small
Sites, if requested by Textron, will be on an hourly basis at standard
Technician rates (see Annex D-5);”
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c.
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Subsection
2(b)(8) is hereby modified to read as follows (additional language
appears in italics):
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“Perform
IMACs for the Supported Devices, in accordance with a reliable, consistent
process that ensures the completion of IMAC activities within specified
timeframes and in accordance the Systems Change Procedure, with the
exception of WS-Supported Devices, for
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which
all on-site support, including installations and other IMAC activity, will
be at
Textron’s request only and will be chargeable on an hourly basis at standard
Technician rates (see Annex D-5);”
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d.
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A
new Subsection 2(b)(18) is hereby added to the end of Section 2 and
shall read as follows:
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“Provide
support for Email services, including Email accounts for WS-Supported
Devices.”
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3.
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Section
3 (Process Specifications)
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a.
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Subsection
3(a) is modified to read as follows (additional language appears
in
italics):
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“CSC
shall provide onsite Workstation Services for Supported Workstations and
Supported Devices– excluding WS-Supported Devices unless expressly requested
by Textron – at Textron-designated locations as shown on Schedule C, which
locations may be modified from time to time by Textron in accordance with
the
applicable Change Control Procedure;”
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b.
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Subsection
3(n) is modified to read as follows (additional language appears
in
italics):
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“CSC
shall perform proactive maintenance of the Supported Workstations and Supported
Devices – including WS-Supported Devices to the extent it can be done
remotely – to minimize downtime;”
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c.
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Subsection
3(o) is modified by adding language to the end of the paragraph
as
indicated here in italics:
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“…and
reliably support Textron’s and Service Recipient’s Supported Devices, resolve
Supported Device Problems and correct Supported Device performance
degradations, except as stated otherwise herein;”
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4.
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For
purposes of the Small Site service model, all other aspects of
Workstation
Services, as described in Appendix 4A, remain
unchanged.
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B.
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Xxxxxxxx
0X (Xxxxxxx)
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1.
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Section
2 (Pricing Description)
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| Subsection 2.e. is modified to read as follows (additional language appears in italics): |
| “Resource Units for IMACs are based on the number of IMACs completed in a calendar month and may be classified into one of three |
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| categories: (1) Hard IMAC at a Campus, (2) Hard IMAC at a Non-Campus location, and (3) Soft IMAC. Hard IMACs do not apply to Small Sites.” |
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VI.
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Attachment
5 (Service Desk Services), Xxxxxxxx 0X
(Pricing)
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A.
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Section
2 (Pricing Description)
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Subsection
2.1. is modified to read as follows (additional language appears in
italics):
“The
“Per-Seat Charge” for a particular month shall be calculated by multiplying the
number of Supported Workstations and WS-Supported Devices on the
fifteenth day of such month by the per-seat Resource Unit charge set forth
in
Section 4 of this Appendix 5C. For avoidance of doubt, the Per-Seat
Charge shall cover all contacts (as described in Section 2.2(b) below) from
Authorized Users.
For
purposes of this Xxxxxxxx 0X, an “Authorized User” is a person who uses (if even
on a part time basis), and is associated in the service desk system with,
a
Supported Workstation or WS-Supported Device. CSC shall, in
its service desk system, include persons identified in writing by Textron
as an
Authorized User. The name of the Authorized User and the
identification of that user’s associated workstation must be included in the
service desk system for a person to be considered an Authorized
User.”
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VII.
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Miscellaneous
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A.
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Defined
Terms. All capitalized terms which are used but not
otherwise defined herein shall have the meanings set forth in the
Agreement.
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B.
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Other
Provisions Unchanged. This Amendment No. 3 supersedes all
prior agreements, oral or written, related to the subject matter
hereof. This Amendment No. 3 may not be modified except as
agreed in writing by the Parties as a duly executed modification
to the
Agreement. Except as specifically amended hereby, all other
provisions of the Agreement shall remain in full force and
effect.
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C.
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References/Incorporation. All
references in the MSA and Amendments to “this Agreement”, “herein”,
“hereof” and words of similar import shall be deemed to refer to the
entire Agreement as amended by this Amendment No. 3. This
Amendment No. 3 is hereby incorporated into, and is made a part
of, the
Agreement. This Amendment No. 3 is subject to, and shall be
governed by, all the terms and conditions of the Agreement, except
to the
extent such terms are expressly modified by this Amendment No.
3. In the event of a conflict or inconsistency between the
terms of the Agreement and those of this Amendment No. 3, the latter
shall
govern.
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D.
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Effective
Date. This Amendment No. 4 shall be retroactively effective
as of August 15, 2006, despite a later
Execution Date, as this is the date the Parties agreed to and on
which the
program was first implemented.
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IN
WITNESS WHEREOF, the Parties hereto have, through duly authorized officials,
executed this Amendment No. 4 as of the Execution Date.
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Textron,
Inc.
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Computer
Sciences Corporation
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By:
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/s/Xxxx Xxxxxxxx |
By:
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/s/Xxxxx X. Xxxxxxxx |
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Xxxx
Xxxxxxxx
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Xxxxx
X. Xxxxxxxx
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Vice
President and Chief Information Officer
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Contracts
Director
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Textron
Information Services
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TMG
Western
Region
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