Exhibit 10.1
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of
December 27, 2001, by and among XxxXxxxxxx.xxx, Inc. ("TekInsight"), DynCorp
("DynCorp"), and TekInsight Services, Inc. as of the date of this Agreement
("DynTek", and collectively with TekInsight and DynCorp, the "Parties").
Capitalized terms used but not defined herein have the meanings set forth in the
Agreement and Plan of Reorganization (the "Reorganization Agreement") and the
related Agreement and Plan of Merger (together with the Reorganization
Agreement, the "Merger Agreements"), dated as of April 25, 2001, as amended, by
and among TekInsight, DynCorp, DynTek and DynCorp Management Resources, Inc.
(the "Company").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to Sections 5.2 and 5.3 of the Reorganization Agreement,
it is a condition precedent to the obligation of the parties thereto that
DynCorp, TekInsight and DynTek enter into this Agreement to provide certain such
post-closing services to DynTek.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the Parties do hereby agree as follows:
Section 1. Services.
--------------------------
(a) During the Term (as defined in Section 6 hereof), DynCorp shall provide
to DynTek the following services (the "Services"): (i) accounting services
described on Exhibit A hereto, (ii) the information technology services
described on Exhibit B hereto, (iii) bid and proposal services described on
Exhibit C hereto and (iv) the right to occupy a portion of the premises
described on Exhibit D subject to the terms set forth thereon, in each case,
such services to be provided for the periods set forth in the applicable
Exhibit. Exhibits A through D are hereby incorporated herein by reference and
are collectively referred to herein as Schedule A.
(b) DynCorp agrees to perform or cause to be performed all Services under
this Agreement with reasonable care, using that degree of skill and attention it
has exercised with respect to the operations of the Company prior to the
Closing, and to the same extent and in the same manner that it provided the
Services to the Company prior to the Closing Date. Under no circumstances shall
DynCorp be required to provide Services hereunder (i) not being provided, or
having been provided, to the Company on and/or within nine (9) months prior to
the date hereof, (ii) to entities other than DynTek, (iii) to an extent greater
than being provided, or having been provided, on or within nine (9) months prior
to the date hereof, or (iv) in support of operations conducted at locations not
being supported on or within nine (9) months prior to the date hereof. If and to
the extent that DynTek changes in any material respect the manner in which
DynTek conducts business from the manner conducted by the Company prior to the
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Closing Date and such changes materially impact or affect the nature or delivery
of the Services by DynCorp, then DynTek and DynCorp hereby agree to discuss any
necessary or appropriate changes in the Services or the manner in which they are
performed so as to determine whether, how, and the terms upon which the Services
or are to be provided given such changes.
Section 2. Fees.
----------------------
(a) DynCorp shall provide the Services in exchange for the applicable fees
therefor as set forth in Schedule A or B, as applicable. In addition, DynTek
shall reimburse DynCorp for any licensing, permit or usage fees imposed by, and
any out-of-pocket expenses payable to, any third party that is not an affiliate
of DynCorp that are necessary for DynCorp to provide the Services during the
Term.
(b) Not more than 30 days following the end of each calendar month during
the term of this Agreement, DynCorp shall deliver an invoice to DynTek for the
Services performed under this Agreement and the estimated fees and out-of-pocket
expenses related thereto incurred during the preceding calendar month which are
reimbursable under the terms of this Agreement. DynTek shall pay each such
invoice in full within 30 days after its receipt thereof. Following the end of
each fiscal year of DynCorp, estimated fees shall be reconciled with DynCorp's
actual costs for the period, and DynCorp shall deliver a reconciliation invoice
to DynTek. If the aggregate actual costs exceed the estimated fees for the
period, DynTek shall pay the amount of the difference to DynCorp; if the
aggregate actual costs are less than the estimate fees, company Parent shall pay
DynTek the amount of the difference. DynTek shall pay all federal, state, and
local taxes based upon or arising out of the Services rendered under this
Agreement other than any taxes based upon or imposed on gross receipts, net
income, net worth or net profits of DynCorp. If DynTek fails to pay any amount
within 45 days of its receipt of the invoice therefor, then, in addition to any
other remedies available, DynCorp may (a) apply an interest charge, against the
amount past due, at the rate of 1% percent per month (or fraction thereof), not
to exceed the maximum legal rate, until paid, (b) suspend performance following
30 days' prior written notice to DynTek, (c) terminate this Agreement without
incurring further liability to DynTek pursuant to the provisions set forth below
in Section 6, and (d) immediately exercise its right to offset any amounts
currently maintained by DynCorp against amounts past due.
Section 3. Termination or Reduction of Services. Upon DynTek's written
notice delivered from time to time to DynCorp to terminate or reduce the scope
of provision of any Service, DynCorp will terminate or reduce the scope of, as
applicable, the provision or performance of such Service as soon as is
reasonably practicable, but in any event not later than 30 days after such
notice is given; provided, however, that DynTek shall provide at least 30 days
written notice of any termination of its occupancy of certain premises as
described on Exhibit D. For any Services terminated or reduced in accordance
with this Section at any time other than on the last day of a calendar month,
all monthly fees shall be prorated, or, in the case of the reduction in a level
of service, reduced proportionately to reflect such reduction in service level,
based on the actual number of days during which the applicable Services were
performed or provided divided by the actual number of days in the calendar month
in which such Services are terminated or reduced.
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Section 4. Indemnification.
---------------------------------
(a) Each of DynTek and DynCorp shall indemnify and hold harmless the other
and its respective Affiliates from and against any and all losses, claims,
expenses and liabilities incurred as a result of any breach by such indemnifying
party of its obligations hereunder.
(b) Except for remedies that cannot be waived as a matter of law (and
injunctive or provisional relief) the indemnities provided in this Agreement
shall be the sole and exclusive remedy of the indemnified party for claims or
other actions or proceedings to which the applicable indemnifying party's
indemnification obligations hereunder may apply.
Section 5. Disclaimer; Limited Liability.
-----------------------------------------------
(a) EXCEPT AS PROVIDED IN SECTION 1(B), COMPANY PARENT MAKES NO EXPRESS OR
IMPLIED REPRESENTATIONS, WARRANTIES OR GUARANTEES RELATING TO THE SERVICES TO BE
PERFORMED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
REGARDING QUALITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE).
(b) IN NO EVENT SHALL THE PARTIES AND/OR THEIR AFFILIATES OR ANY OF THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE REGARDLESS OF
THE FORM OF ACTION OR LEGAL THEORY FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATED TO THE PERFORMANCE OR
NON-PERFORMANCE OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, LOST PROFITS,
LOSS OF DATA (OTHER THAN LIABILITY FOR THE COST OF REENTRY OF SUCH DATA) OR
BUSINESS INTERRUPTION, EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE AWARDED TO A
THIRD PARTY.
(c) THE CUMULATIVE LIABILITY OF COMPANY PARENT FOR ALL DIRECT DAMAGES
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND REGARDLESS OF THE FORM
OF ACTION OR LEGAL THEORY SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO COMPANY
PARENT HEREUNDER. THE PARTIES UNDERSTAND THE LIMITATION ON DAMAGES DESCRIBED
HEREIN TO BE A REASONABLE ALLOCATION OF RISK AND THE PARTIES EXPRESSLY CONSENT
WITH RESPECT TO SUCH ALLOCATION OF RISK. IN ALLOCATING RISK UNDER THIS
AGREEMENT, THE PARTIES AGREE THAT THE DAMAGE LIMITATION SET FORTH ABOVE SHALL
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APPLY TO ANY ALTERNATIVE REMEDY ORDERED BY A COURT IN THE EVENT SUCH COURT
DETERMINES THAT THE SOLE AND EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT
FAILS OF ITS ESSENTIAL PURPOSE.
(d) COMPANY PARENT AND/OR ITS AFFILIATES SHALL NOT BE LIABLE TO NEWCO FOR
ANY LOSSES RELATING TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES,
UNLESS SUCH LOSSES ARE THE DIRECT RESULT OF WILLFUL OR RECKLESS CONDUCT OR GROSS
NEGLIGENCE ON THE PART OF COMPANY PARENT AND/OR ITS AFFILIATES.
(e) The Parties shall cooperate with each other with respect to resolving
any claim or liability between each other, including by making commercially
reasonable efforts to mitigate or resolve any claim or liability.
Section 6. Effective Date; Service Period. This Agreement shall become
effective, without further action by any Party, upon the Closing Date or on such
other date as DynTek and DynCorp may agree to in writing (the "Effective Date").
The Services shall commence upon the Effective Date and the Services shall
continue for a period ending no later than the 12-month anniversary of the
Effective Date (the "Term"), except as otherwise expressly provided herein or in
Schedule A with respect to specific Services. Further, either DynTek or DynCorp
may terminate the Services following written notice to the other upon the
material breach or failure by the other Party to perform its obligations arising
under this Agreement (including any nonpayment within 45 days of receipt of an
appropriate invoice as referred to in Section 2 above), which material breach or
failure (other than non-payment) is not cured within 30 days after written
notice of such breach or failure is given by the non-breaching party to the
breaching party, or, in the case of nonpayment, which nonpayment is not cured
within ten days after written notice is given.
Section 7. Guarantee. TekInsight hereby irrevocably, unconditionally and
without limit guarantees the timely and complete fulfillment of all obligations
of DynTek hereunder.
Section 8. Notice. Unless otherwise provided herein, any notice, request,
instruction or other document to be given hereunder by any party to the others
shall be in writing and delivered in person or by courier, telegraphed, telexed
or by facsimile or email transmission (with confirmation back of delivery) or
mailed by certified mail, postage prepaid, return receipt requested (such mailed
notice to be effective on the date such receipt is acknowledged), as follows:
If to DynTek or TekInsight: XxxXxxxxxx.xxx, Inc.
00000 Xxx Xxxxxx Xxx., Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxx Xxxx, President
Facsimile No.: (000) 000-0000
Email: xxxxx@xxxxxxxxxx.xxx
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With copies to: Xxxxx Xxxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxx, Esquire
Facsimile No: (000) 000-0000
Email: Xxxxxxxxx@Xxxxxxxxxxxx.xxx
If to DynCorp: DynCorp
00000 Xxxxx Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: X. Xxxxxxxxxx Xxxxxx
Vice President & Secretary
Facsimile No. (000) 000-0000
Email: xxxxx.xxxxxx@xxxxxxx.xxx
With copies to: DynCorp
00000 Xxxxx Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxxx
Senior Vice President & General Counsel
Facsimile No. (000) 000-0000
Email: xxxxx.xxxxxxxxx@xxxxxxx.xxx
or to such other place and with such other copies as either party may designate
as to itself by written notice to the others.
Section 9. No Third Party Beneficiaries. Except as expressly provided
herein, nothing herein is intended to confer upon any person, other than the
parties and their respective permitted assignees, any rights, obligations or
liabilities under or by reason of this Agreement.
Section 10. No Assignment. Neither this Agreement nor any rights or
obligations hereunder shall be assignable by either of the parties hereto;
provided that DynCorp may delegate all or any portion of its obligations to
perform Services under this Agreement to one or more of its Affiliates, it being
understood that DynCorp shall be responsible for the performance of its
obligations under this Agreement notwithstanding any such delegation.
Section 11. Independent Contractor. The parties hereto understand and agree
that this Agreement does not make either of them an agent or legal
representative of the other for any purpose whatsoever. No party is granted, by
this Agreement or otherwise, any right or authority to assume or create any
obligation or responsibility, express or implied, on behalf of or in the name of
any other party, or to bind any other party in any manner whatsoever. The
parties expressly acknowledge (i) that DynCorp is an independent contractor with
respect to DynTek in all respects, including, without limitations the provision
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of the Services and (ii) that the parties are not partners, joint venturers,
employees or agents of or with each other.
Section 12. Non-Waiver. No failure on the part of a party to exercise any
remedy or right under this Agreement and no delay in the exercise of any such
remedy or right shall operate as a waiver.
Section 13. Modifications, Amendments and Waivers. This Agreement may be
amended, modified, or supplemented only by written agreement of the parties.
Section 14. Severability. Any provision of this Agreement which is held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability, without affecting in any way the remaining provisions hereof
in such jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal or unenforceable in any other jurisdiction.
Section 15. Force Majeure. Neither DynTek nor DynCorp shall be liable for
any default or delay in the performance of its obligations under this Agreement
for any period to the extent that such default or delay is caused, directly or
indirectly, by any "force majeure" event, including but not limited to: (a)
fire, flood, elements of nature or other acts of God; (b) any outbreak or
escalation of hostilities, war, acts of terrorism, riots or civil disorders in
any country; (c) any act or omission of (in the case of DynCorp) DynTek or any
of its Affiliates or (in the case of DynTek) DynCorp or any of its Affiliates
or, in either case, of any governmental authority; (d) any labor disputes
(whether or not the employees' demands are reasonable or within a party's power
to satisfy); or (e) nonperformance by a third party or any similar cause beyond
the control of a party, such as fluctuations in telecommunications or other
equipment. In any such event, the party obligated to perform the obligation
shall be excused from any further performance and observance of all obligations
so affected only for as long as such circumstances prevail and such party
continues to use commercially reasonable efforts to recommence performance or
observance as soon as practicable.
Section 16. Governing Law. This Agreement and the legal relations between
the parties shall be governed by, and construed and enforced in accordance with,
the laws of the State of Virginia applicable to contracts made and performed in
such State and without regard to conflicts of laws doctrines.
Section 17. Counterparts This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.
[Remainder of this page left intentionally blank.]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.
DynCorp
By /s/ X. Xxxxxxxxxx Xxxxxx
------------------------------------------
Name: X. Xxxxxxxxxx Xxxxxx
Title: Vice President and Secretary
TekInsight Services, Inc.
By /s/ Xxxxx Xxxx
------------------------------------------
Name: Xxxxx Xxxx
Title:President
XxxXxxxxxx.xxx, Inc.
By /s/ Xxxxx Xxxx
------------------------------------------
Name: Xxxxx Xxxx
Title:President
SCHEDULE A
EXHIBIT A
Accounting Services
1. Company parent hereby grants the services of its Accounting services on
an "as needed basis" for the period of 12 months after the closing of the
merger. These services may include the following services provided to DMR
currently which include payroll, accounts payable, general ledger and treasury.
DynTek shall have the right to use these services to the same extent and in the
same manner as using currently prior to the closing date of the merger.
2. The rates for these services shall be as described on Schedule B hereto.
3. These services may be discontinued per Section 3 of the Transition
Services Agreement to which this schedule is attached.
SCHEDULE A
EXHIBIT B
Information Technology Services
1. Company parent hereby grants the services of its Management Information
Systems Department on an "as needed basis" for the period of time DynTek
occupies the office space of the parent. These services may include the
following services provided to DMR currently which include infrastructure voice
and data support, IT support, Enterprise support and server management. DynTek
shall have the right to use these services to the same extent and in the same
manner as using currently prior to the closing date of the merger.
2. The rates for these services shall be as described on Schedule B hereto.
3. These services may be discontinued per Section 3 of the Transition
Services Agreement to which this schedule is attached.
SCHEDULE A
EXHIBIT C
Bid and Proposal Services
1. Company parent hereby grants the services of its I&ET Bid and Proposal
Services Center on a "cost reimburseable, as needed basis" for the period of
time DynTek occupies the office space of the parent. These services may include
the following services provided to DMR currently which include proposal
production, graphics, desktop publishing, writers, editors and consultants.
DynTek shall have the right to use these services to the same extent and in the
same manner as using currently prior to the closing date of the merger.
2. It is understood by both parties that these labor services are to be
furnished on a cost reimburseable basis, and that the rates shown in paragraph 3
of Exhibit C represent current averages that may be used for DynTek's estimating
purposes. Travel and other charges will be charged and reimbursed based on
actual costs. The actual cost for the services shall be billed and paid in
accordance with the terms of Paragraph 2 of the Transition Services Agreement to
which this schedule is attached. The rates are valid for estimating purposes
through December 31, 2001, and will be revised annually
3. The rates for these Proposal Service Center services, per hour or
fraction thereof, are shown below.
Graphics $ 68
Publishers $ 63
Editor/Writers $ 77
Director $ 130
Managers $ 106
Consultants same hourly rate as charged to DynCorp I&ET
4. Capture managers are not a part of the Proposal Service Center and will
be provided on an as available basis. For estimating purposes, the following
rate may be used.
Capture Manager $82/hour
In addition to salary, capture managers are incentivized based upon the DynCorp
I&ET Business Development Executive Compensation Plan. NEWCO agrees to pay the
commissions earned under this Plan to DynCorp I&ET for payment to the applicable
capture manager.
SCHEDULE A
EXHIBIT D
Real Estate Services
1. DynCorp hereby grants a license to permit the use by the employees of
DynTek that were formerly employees of the Company (as well as members of DynTek
management and other employees of DynTek on a guest or visiting basis from time
to time) to occupy and use the office space currently being occupied by the
Company located at 00000 Xxxxx Xxxxxxx Xx., xx Xxxxxx, Xxxxxxxx, comprising
approximately 4,292 square feet (the "Premises") through [last day of
anniversary month of the merger], 2002 (the "Occupancy Period"); provided
however that the the Occupancy Period shall automatically be extended on a
month-to-month basis thereafter unless either DynCorp or DynTek gives 90 days'
written notice to the other that it does not intend that the Occupancy Period
shall be further extended; and provided further however that in the event
DynCorp sells, assigns or terminates its interest in the Premises, whether owned
or leased, during the Occupancy Period, DynCorp shall have the right upon 90
days' notice to DynTek to terminate DynTek's right and license to occupy and use
the Premises and TekInsight shall cause DynTek to, and DynTek shall, promptly
vacate the Premises. DynTek shall have to right to occupy and use the Premises
(and related common facilities, maintenance and support services) to the same
extent and in the same manner as the Company occupied and used such premises
(and related common facilities, maintenance and support services) prior to the
Closing Date. In accordance with the terms of Paragraph 2 of the Transition
Services Agreement to which this Schedule is attached, DynTek may reduce its
occupancy and use of the Premises at a minimum of 1000 square feet; provided,
however, that if DynTek reduces its occupancy of the Premises, DynCorp shall
have the right upon 90 days' notice to DynTek to change the location of the
Premises to another DynCorp office space in Northern Virginia, subject to the
same terms and conditions as applicable to the Premises; provided, further, that
any reduction in occupancy and use of the Premises must be of contiguous space.
2. The rent for the Premises shall be $2.90 per square foot per month and
shall be billed and paid in accordance with the terms of Paragraph 2 of the
Transition Services Agreement to which this Schedule is attached. DynCorp shall
continue to cause utilities and services to be provided to DynTek's employees
and other occupants invited by DynTek at the Premises at no additional cost and
at substantially their former level or amount prior to the Closing Date, as
applicable.
3. DynTek shall comply with and abide by, and cause its employees, agents
and guests to comply with and abide by, all reasonable rules and regulations
relating to the Premises.
4. DynTek shall not be permitted to make any modification or attach any
substantial fixtures or equipment to any Premises, either initially or at any
other time during the term of the Agreement, without DynCorp's and, if required,
the landlord's prior written approval.
5. DynTek will comply with all non-monetary provisions of the effective
lease, to which DynCorp is a party, relating to the Premises.
6. DynTek shall carry commercial general liability insurance ("Liability
Insurance") with a limit of at least $1,000,000 (combined single limit for
bodily injury and property damage). DynTek's Liability Insurance is primary to
DynCorp's Liability Insurance for occurrences in the Premises. The insurer must
be licensed in the State of Virginia, give DynCorp thirty (30) days' notice of
cancellation or reduction in coverage, and furnish DynCorp certificates of
coverage on request. Under the Liability Insurance policy, the inclusion of
additional insureds must not affect coverage for the named insured for claims
made regarding this Agreement and the Premises against it by additional insureds
where the claims would have been covered under the policy had the additional
insured not been included. DynTek shall carry property insurance with respect to
its furniture, fixtures and equipment providing "all risk" coverage. DynTek may
use blanket policies. DynTek shall name DynCorp as an additional insured on its
Liability Insurance and property insurance with respect to the Premises.
7. DynCorp shall not be liable for any loss or damage of or to the Premises
or the fixtures or equipment of DynTek or the possessions of any person
contained therein or any loss suffered by DynTek or invitees of DynTek caused by
fire or any other hazards. DynCorp shall not be liable to DynTek or its
employees for any loss or damage occasioned by failure to keep any Premises in
repair, and shall not be liable for any damage done from plumbing, water, heat,
air conditioning, electricity, gas, steam pipes of any kind, running or leaking
of any wash stand or wastepipe, stairs, ramps, railings, walls, the backing up
of any sewer pipe or downspout, water coming through or being on the roof, or
broken glass in, above, upon, below or about the Premises, or from any damage
arising from acts of DynCorp unless any of the aforesaid is caused by the gross
negligence or willful misconduct of DynCorp, its employees, agents or
subcontractors.
8. At the expiration of the Occupancy Period or any earlier termination of
the Transition Services Agreement as it relates to the Premises, DynTek shall
surrender peaceful possession of the Premises and may, at its expense, remove
its personal property and, in the event of such removal, shall repair any damage
caused by such removal.
9. If by fire or other casualty or any condemnation event, the Premises, or
some portion of the DynCorp's leased or owned space but not the Premises is
destroyed or damaged, DynCorp shall, in its sole discretion, have the right to
terminate the right and license cof DynTek to occupy the Premises and DynTek
shall promptly vacate same.
EXHIBIT B
Fees
Except as specifically set forth to the contrary in Schedule A, the fees for the
services provided hereunder shall be a pro rata portion of DynCorp's actual
costs for the services and charged to DynTek on a non-discriminatory basis. An
extract of DynCorp's Cost Accounting Standards Board Disclosure Statement
follows this page. Such costs are estimated in advance for billing, but
reconciled following the end of the fiscal year. Also following this page, for
illustrative purposes only, is an extract of DynCorp's G&A charges to DMR for
the month of June 2001.
Service Center - Software licenses, maintenance and service support
The allocation bases are as listed.
Software Package Basis for Charge
---------------- ----------------
Deltek Total cost
Hyperion Enterprise Total Cost
PeopleSoft HR/Benefits/Payroll
The allocation base for the PeopleSoft HR/Benefits/Payroll
module is the monthly weighted average headcount of segments
utilizing the modules. All allocations to I&ET segments are
aggregated and transferred to I&ET Home Office.
General Ledger Service Center
The General Ledger Service Center is allocated to the
benefiting segments and home offices based on specific
identification with any remaining costs not specifically
identifiable allocated by segment in proportion of the
identifiable portion to the whole. All segments participate in
this Service Center except Norco, Ft. Xxxxxx, DynMcDermott,
and DynKePro will not participate in this pool. All
allocations to I&ET segments are aggregated and transferred to
I&ET Home Office.
Accounts Payable Service Center - Reston
The Accounts Payable Service Center - Reston is allocated to
the benefiting segments, Corporate, DI&ET Home
Office, Enterprise Services, Information Technology, DMR, Seat
Management, DynTel, DynPort Vaccine Company (DVC) and
AdvanceMed LLC based on percentage of number of vouchers. All
allocations to I&ET segments are aggregated and transferred to
I&ET Home Office.
Payroll Service Center - Reston
The Payroll Service Center - Reston is allocated to the
benefiting segments, Corporate, DI&ET Home Office, Enterprise
Services, Information Technology, Norco, DynTel, Seat
Management, DynKePro, DMR, DynPort Vaccine Company (DVC) and
AdvanceMed LLC (XX Xxxxxxx and ES Rocky Flats excluded) based
on percentage of cumulative weighted average monthly headcount
of the benefiting segments. All allocations to I&ET segments
are aggregated and transferred to I&ET Home Office.
MIS - Server Management
The allocation base is personal computers in the Metro area..
MIS - Infrastructure Management - Data
The allocation base is PeopleSoft users. All allocations to
I&ET segments are aggregated and transferred to I&ET Home
Office.
MIS - Infrastructure Management - Voice
The allocation base is telephone lines. All allocations to
I&ET segments are aggregated and transferred to I&ET Home
Office.
MIS - Enterprise Systems
The allocation base is PeopleSoft users. All allocations to
I&ET segments are aggregated and transferred to I&ET Home
Office.
MIS - Customer Support
The allocation base is personal computers in the Metro area.
All allocations to I&ET segments are aggregated and
transferred to I&ET Home Office.
The Metro area is Xxxxxx Xxxxxx, Plaza America, and Xxxxxxxxx
Ave. office buildings.
G&A ALLOCATION SUMMARY
DMR (For illustrative purposes only)
Month of June 2001
Divisional G&A: amounts in dollars ($)
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Current Prior Monthly
Allocation Y-T-D Y-T-D Allocation
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General ledger Service Center 63,986.79 53,942.87 10,043.92
------------------------------------------------------------------------------------------------------
Accounts Payable Service Center 26,576.23 21,435.00 5,141.23
------------------------------------------------------------------------------------------------------
Payroll Service Center 9,015.95 7,287.08 1,728.87
------------------------------------------------------------------------------------------------------
PeopleSoft (HR/Payroll) 1,866.68 1,546.11 320.57
------------------------------------------------------------------------------------------------------
PeopleSoft (Financial) 0.00 0.00
------------------------------------------------------------------------------------------------------
MIS Deltek 1,027.38 541.04 486.34
------------------------------------------------------------------------------------------------------
MIS Hyperion 1,221.99 2,048.97 (826.98)
------------------------------------------------------------------------------------------------------
MIS Enterprise Systems 3,313.90 2,795.73 518.17
------------------------------------------------------------------------------------------------------
MIS Infrastructure - Data 1,185.64 1,059.70 125.94
------------------------------------------------------------------------------------------------------
MIS Customer Support Center 8,557.76 6,302.73 2,255.03
------------------------------------------------------------------------------------------------------
MIS Server Management 9,789.85 7,181.47 2,608.38
------------------------------------------------------------------------------------------------------
MIS Infrastructure Management - Voice 4,984.65 3,107.82 1,876.83
------------------------------------------------------------------------------------------------------
MIS Training 0.00 0.00
------------------------------------------------------------------------------------------------------
PeopleSoft User Support 3,445.67 2,743.19 702.48
------------------------------------------------------------------------------------------------------
Facilities Allocation 76,379.94 63,558.55 12,821.39
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211,352.43 173,550.26 37,802.17
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Corporate G&A:
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Current Prior Monthly
Allocation Y-T-D Y-T-D Allocation
------------------------------------------------------------------------------------------------------
Business Development 9,811.89 9,049.45 762.44
------------------------------------------------------------------------------------------------------
Human Resources 9,465.36 7,361.24 2,104.12
------------------------------------------------------------------------------------------------------
Resystemization 10,604.36 7,880.14 2,724.22
------------------------------------------------------------------------------------------------------
MIS Corporate HR Support 1,018.37 1,087.58 (69.21)
------------------------------------------------------------------------------------------------------
Residual 128,177.46 109,354.46 18,823.00
------------------------------------------------------------------------------------------------------
159,077.44 134,732.87 24,344.57
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