MASTER TRANSITION SERVICES AGREEMENT
Exhibit 10.3
This Master Transition Services Agreement (this “Agreement”) is entered into as of
[•], 2011, by and among ITT Corporation, an Indiana corporation (“ITT”), Exelis Inc., an
Indiana corporation (“Exelis”) and Xylem Inc., an Indiana corporation (“Xylem”).
Each of ITT, Exelis and Xylem is sometimes referred to herein as a “Party” and collectively as the
“Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given
to such terms in the Distribution Agreement of even date herewith, by and among ITT, Exelis and
Xylem (as such may be amended from time to time, the “Distribution Agreement”).
W I T N E S S E T H :
WHEREAS, the Board of Directors of ITT has determined that it is appropriate, desirable and in
the best interests of ITT, ITT’s shareholders and ITT’s other constituents, to separate, pursuant
to and in accordance with the Distribution Agreement, ITT into three separate, publicly traded
companies, one for each of (i) the ITT Retained Business, which shall be owned and conducted,
directly or indirectly, by ITT, (ii) the Defense Business, which shall be owned and conducted,
directly or indirectly, by Exelis and (iii) the Water Business, which shall be owned and conducted,
directly or indirectly, by Xylem.
WHEREAS, in order to provide for an orderly transition under the Distribution Agreement, each
of ITT, Exelis and Xylem desire to provide to the other certain services for specified periods
following the Distribution Date, all in accordance with and subject to the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties
contained herein, the Parties agree as follows:
1. Services Provided.
(a) With respect to each Service (as defined in Section 1(b)), the Party required to
provide such Service is the “Service Provider” and the other Party is the “Service
Recipient”. In performing the Services, Service Provider and each of its Affiliates shall use
commercially reasonable efforts to provide, or to ensure that any Third Party Provider (as defined
in Section 1(b)) shall provide, the Services in the same manner, within the same amount of
time and at the same level of service (including, as applicable, with respect to type, frequency,
quality, and quantity), with the same degree of reasonable skill and care and with the same level
of security and control as provided and used in providing the Services during the twelve month
period prior to the Distribution Date (excluding any actions taken in contemplation of the
Distribution). Notwithstanding the foregoing, if there is an increase in the complexity of a
Service (whether as a result of increased quantity or quality, changing frequency or regulatory
requirements or otherwise), Service Recipient acknowledges and agrees that such Service may not be
provided within the same amount of time as it had previously taken during such period, and, in
such a case, Service Provider and each of its Affiliates shall use commercially reasonable efforts
to provide, or to ensure that any Third Party Provider shall provide, such Service in a timely
manner. Notwithstanding anything herein to the contrary, the Services are to be provided
in a manner that does not disparately treat Service Recipient (or its Subsidiaries or its or
their
personnel or business) as compared to Service Provider’s treatment of itself (or its
Affiliates or its or their personnel or business) in connection with the provision of a
Self-Service (as defined in Section 2(a)(v)).
(b) During the period commencing on the Distribution Date and ending on the date that is two
(2) years from the date hereof, unless an earlier or later date is otherwise specified for a
Service on Schedule A, Schedule B or Schedule C hereto (for each such Service, such end date being
herein referred to as the “Termination Date”, with Schedule A, Schedule B and Schedule C
being herein referred to as the “Services Schedules”), Service Provider shall provide, or
shall cause one or more of its Affiliates or a contractor, subcontractor, vendor or other
third-party service provider (each, a “Third Party Provider”) to provide, upon the terms
and subject to the conditions set forth herein, the services described on the Services Schedules,
including under the headings “General Services Description” and “Scope of Services” (the
“Services”); provided, Service Provider shall obtain the consent of Service
Recipient (not to be unreasonably withheld, delayed or conditioned) in the event any such Service
is to be provided by a Third Party Provider or Affiliate if such Services were not provided by such
Third Party Provider or Affiliate to Service Recipient during the twelve month period prior to the
Distribution Date; provided further, Service Provider shall remain primarily
responsible for the performance by any such Affiliate or Third Party Provider of its obligations
hereunder. Irrespective of whether Service Provider, an Affiliate or a Third Party Provider is
providing a Service, Service Recipient may direct that any such Service be provided directly to
Service Recipient or any other member of such Party’s Group.
(c) Each Service provided hereunder shall be terminated on its applicable Termination Date (as
defined in Section 1(b)), unless otherwise terminated earlier by Service Recipient pursuant
to Section 11. Service Provider shall be under no obligation to provide a Service to
Service Recipient after the Termination Date applicable to such Service, except to the extent
otherwise agreed in writing by Service Provider and Service Recipient.
2. Consideration.
(a) Costs and Fees.
(i) For each Service, Service Recipient shall pay (in accordance with Section
2(b)) Service Provider an amount equal to the Monthly Costs (as defined in Section
2(a)(i)(1)); provided that (i) for any Service performed from and after January
1, 2012 through and including the day before the expiration date of the Minimum Service
Period (as defined in Section 11(b)) for such Service, Service Recipient shall pay,
along with and in addition to such Monthly Costs, an amount equal to 2% of such Monthly
Costs and (ii) for any Service performed from and after the expiration date of the Minimum
Service Period for such Service through and including the date as of which the provision of
such Service hereunder has been terminated, Service Recipient shall pay, along with and in
addition to the Monthly Costs, an amount equal to 10% of such Monthly Costs, unless, upon
request by Service Recipient to terminate a Service, Service Provider is unable to
transition the Service to Service Recipient or its designated Subsidiary in a commercially
reasonable manner which does not unduly disrupt the Service and as a result, Service
Recipient is unable to terminate such Service on or after the date on which
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the Minimum
Service Period expires (in which case any third party, out-of-pocket costs resulting to
Service Recipient shall be shared in accordance with Section 11(b)).
(1) The “Monthly Costs” for each Service shall be an amount equal to the sum of
(A) the costs or expenses incurred as set forth on the applicable Services Schedule;
provided that if a Services Schedule is silent regarding costs and expenses,
the amount under this subsection (A) shall be equal to Service Provider’s allocated
costs (including salary, wages and benefits, but excluding severance and retention
costs, which shall be handled pursuant to Section 2(a)(ii)) for any of its
(or its Affiliates’) employees involved in providing Services, plus (B) any
reasonable out-of-pocket costs and expenses incurred in connection with retaining
Third Party Providers, including any fees for any Third Party Consent or Alternate
Method, or pursuing any warranty or indemnity against a Third Party Provider in
accordance with Section 3(d); provided that Service Recipient shall only be
responsible for 50% of the fees for any Third Party License, with Service Provider
responsible for the other 50%, plus (C) any sales, transfer, goods,
services, value added, gross receipts or similar taxes, fees, charges or assessments
(including any such taxes that are required to be withheld); provided that
the Parties agree to use commercially reasonable efforts to minimize any such tax
with respect to the Services, plus (D) other reasonable miscellaneous
out-of-pocket costs and expenses; provided, however, that any such
expenses exceeding $5,000 per month for each Service (other than routine business
travel and related expenses) shall require advance approval of Service Recipient.
The Monthly Costs for a Service shall not include any severance and retention costs
incurred by Service Provider as a result of retaining the necessary employees to
supply such Service to Service Recipient in accordance with the terms of this
Agreement, which costs shall be handled pursuant to Section 2(a)(ii) below.
(2) Any costs and expenses provided for on a Services Schedule shall be subject
to an increase of 4.5% per annum beginning on January 1, 2012 in order to adjust for
inflation.
(3) Service Provider shall notify Service Recipient of any event that may
reasonably be expected to increase the Monthly Costs by more than 5%.
(ii) Subject to the terms of this Section 2(a)(ii), Service Provider shall use
commercially reasonable efforts to retain its workforce required to provide the Services
and, consistent with its severance and retention policies then in effect, may make severance
and retention payments to employees providing the Services. As provided for on Annex
A (the “Severance and Retention Schedule”), Service Recipient shall be
responsible for the percentage as therein provided of Service Provider’s actual severance
and retention costs (which are estimated in the Severance and Retention Schedule) for those
individuals or job descriptions as set forth therein; provided that Service
Recipient shall only be so responsible for its portion of severance costs if such costs were
incurred as a result of terminating such an employee in connection with the termination of a
Service; provided further that (a) if the severance and retention costs
change from the
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estimates provided in the Severance and Retention Schedule, Service
Recipient shall be responsible for its percentage of such costs so long as such change in
costs is consistent with the Service Provider’s severance and retention policies as then in
effect and (b) any such employee is actually terminated and not rehired for at least ninety
(90) days following such termination. Service Provider shall prepare and deliver, within
thirty (30) days following the end of each quarterly period ending each March 31, June 30,
September 30 and December 31 (it being understood that the first such period shall be
shorter than one quarter), to Service Recipient an invoice setting forth the amount of
severance and retention costs to be paid by Service Recipient in accordance with the
foregoing provisions of this Section 2(a)(ii), which invoice Service Recipient shall
pay pursuant to the terms of Section 2(b).
(iii) Unless the Parties otherwise agree in writing, (i) where Services are provided in
a country outside of the United States by a Person located in the same country, amounts
shall be invoiced and paid in the local currency of the entity providing the Services and
(ii) if payments are to be made between legal entities not within the same country, such
amounts shall be invoiced and paid in U.S. Dollars. To the extent necessary, local currency
conversion on any such invoice shall be based on Service Provider’s internal exchange rate
for the then-current month, based upon the average for such month, as calculated
consistently with how such local currency conversion was calculated in the twelve month
period prior to the Distribution Date.
(iv) All charges based on a monthly or other time basis will be pro-rated based on
actual calendar days elapsed during the period of service.
(v) With respect to any service that a Service Provider provides or causes an Affiliate
to provide to itself or its Affiliates that is the same or substantially similar to a
Service provided to Service Recipient or its Subsidiaries hereunder (such service, a
“Self-Service”), if Service Provider determines to no longer provide such Self
—Service to itself or its Affiliates, Service Provider shall notify Service Recipient of
such termination no later than the number of days prior to such termination as is provided
in Section 11(b) for terminating the corresponding Service. If Service Provider
terminates a Self-Service prior to the end of the Minimum Service Period applicable for the
corresponding Service, the Monthly Costs of such Service following any such termination and
up to but not including date on which the Minimum Service Period expires shall be calculated
as if Service Provider had not terminated such Self-Service. Notwithstanding the foregoing,
Service Provider shall continue to provide the Service in accordance with the provisions of
this Agreement, unless such Service is otherwise terminated pursuant to Section 11,
and Service Provider shall not be permitted to terminate any Self-Service prior to the
Termination Date for the applicable Service if such termination would adversely affect the
level of service, security or control of such Service or the scope or content thereof
required pursuant to Sections 1(a) and 4(a).
(b) Invoices and Payment.
(i) Service Provider shall invoice Service Recipient for the amounts owed hereunder in
arrears on a calendar monthly basis or, in the case of Section 2(a)(ii), as
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provided
therein, and shall provide reasonable documentation supporting such amounts owed pursuant to
Section 2(a), except to the extent such amounts are set forth on the Services
Schedules. Service Recipient shall pay the amount of such invoice by electronic transfer of
immediately available funds not later than thirty (30) days after of the date of such
invoice. Neither Party nor any of its respective Subsidiaries shall have a right of set-off
against the other Party or its Subsidiaries, except in connection with any amounts billed
hereunder. In the event Service Recipient does not pay Service Provider in accordance with
the terms hereof (i) all amounts so payable and past due shall accrue interest from the
31st day after the date of the invoice to the receipt of payment at a rate per
annum equal to the six (6)-month LIBOR rate (as quoted in the “Money Rates” section of The
Wall Street Journal or any other similarly reputable published source on the 31st
day after the date of the invoice, or the next Business Day, if such day is not a Business
Day) plus 3% (the “Interest Rate”, with the applicable rate to be
recalculated every six months), until such amounts, together with all accrued and unpaid
interest thereon, are paid in full, and (ii) Service Recipient shall pay, as additional
fees, all reasonable out-of-pocket costs and expenses incurred by Service Provider in
attempting to collect and collecting amounts due under this Section 3, including all
reasonable attorneys fees and expenses.
(ii) In the event that Service Recipient in good faith disputes an invoice submitted by
Service Provider, Service Recipient may withhold payment of any amount subject to the
dispute; provided, however, that (x) Service Recipient shall continue to pay
all undisputed amounts in accordance with the terms hereof, (y) Service Recipient shall
notify Service Provider, in writing, of any disputed amounts and the reason for any dispute
by the due date for payment of the invoice containing any disputed charges and (z) in the
event any dispute is resolved in the Service Provider’s favor, any amount that the Service
Recipient should have paid shall be deemed to have accrued interest at the Interest Rate
from the date such payment should have been made. In the event of a dispute regarding the
amount of any invoice, the Parties shall use all reasonable efforts to resolve such dispute
within thirty (30) days after Service Recipient provides written notification of such
dispute to Service Provider. Each Party shall provide full supporting documentation
concerning any disputed amount or invoice within thirty (30) days after written notification
of the dispute. Unpaid fees that are under good faith dispute shall not be considered a
basis for default hereunder. To the extent that a dispute regarding the amount of any
invoice cannot be resolved pursuant to this Section 2(b)(ii), the dispute resolution
procedures set forth in Section 9 herein shall apply.
3. Cooperation.
(a) Service Recipient and Service Provider shall cooperate and work together in good faith to
develop a global transition plan in order to facilitate a smooth and orderly termination of a
Service by its applicable Termination Date or at such earlier time as Service Recipient terminates
Service Provider’s performance of the Services in accordance with Section 11. In
furtherance of the foregoing, Service Provider will, if requested and at Service Recipient’s
expense, provide Service Recipient with reasonable support necessary to transition or migrate
the services to Service Recipient or any third party or parties chosen by the Service
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Recipient,
which may include consulting and training and providing reasonable access to data and other
information and to Service Provider’s employees; provided, however, that such
activities shall not unduly burden or interfere with Service Provider’s business and operations.
(b) It is understood that it will require significant efforts by the Parties to implement this
Agreement and ensure performance hereunder. Service Recipient shall (i) cooperate with and provide
Service Provider with such information and documentation as is reasonably necessary for Service
Provider to perform the Services; and (ii) perform such other duties and tasks as may be reasonably
required to permit Service Provider to perform the Services, including (x) cooperating in obtaining
any consents or approvals from third parties necessary to facilitate Service Provider’s ability to
provide the Services and (y) upon thirty (30) days prior written notice by the Service Provider,
conducting such testing as may be reasonably required by Service Provider in connection with any
updates or changes to the applicable systems or processes involved in providing a Service. A
Service Provider shall not be deemed to be in breach of its obligations to provide or make
available any Service to the extent that Service Recipient has not provided information and access
to appropriate personnel that is reasonably necessary for the performance of such Service.
(c) Service Recipient shall use commercially reasonable efforts to make or obtain any
approvals, permits and licenses and implement any systems as may be necessary for it to perform the
Services independently in each country and applicable jurisdiction as soon as practicable following
the Distribution Date.
(d) Upon Service Recipient’s written request and without prejudice to Service Recipient’s
direct rights against a Third Party Provider, Service Provider shall use commercially reasonable
efforts to pursue any warranty or indemnity under any contract Service Provider or its Subsidiaries
may have with a Third Party Provider with respect to any Service provided to Service Recipient by
such Third Party Service Provider.
(e) Service Provider shall use commercially reasonable efforts to obtain, if required, the
consent of any relevant Third Party Provider (a “Third Party Consent”) or a license from
any relevant Third Party Provider (a “Third Party License”), and Service Recipient shall,
as necessary, cooperate with Service Provider in obtaining any such Third Party Consent or Third
Party License. If a Third Party Consent or Third Party License cannot be obtained on reasonable
terms, the Parties will use commercially reasonable efforts to arrange for an alternative method of
obtaining any such Service on Service Recipient’s behalf (“Alternative Method”), which may
include Service Provider providing such Service itself. If there is any Third Party Consent or
Third Party License which was not required as of the date hereof but will subsequently be required
before the Minimum Service Period expires for a particular Service, Service Provider shall identify
in writing to Service Recipient such Third Party Consent or Third Party License within sixty (60)
days of the date hereof.
(f) The Parties shall use the fiscal month, quarter and year ends as set forth in Schedule D
in connection with the provision and receipt of applicable Services hereunder, for so long as such
Services are being provided.
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(g) In connection with the provision of Services hereunder, except as provided pursuant to
Section 2(a)(iii) for local currency conversion for invoices, the Parties shall use the
same methodology to determine the appropriate foreign exchange conversion rate as used in the
twelve month period prior to the Distribution Date, which may be determined or based upon the
average for the month or other applicable period or the spot rate at the end of such month or
period or otherwise.
4. Performance Standard; Reports; Personnel.
(a) Except as otherwise provided in the Services Schedule and Section 1(a) herein,
nothing in this Agreement shall require or be interpreted to require Service Provider to provide a
Service to Service Recipient beyond the scope and content of such Service as provided by Service
Provider to the ITT Retained Business, Water Business or Defense Business, as the case may be,
during the twelve month period prior to the Distribution Date, excluding any actions taken in
contemplation of the Distribution.
(b) Service Provider shall not make changes in the manner of providing a Service
unless (i) Service Provider is making similar changes in a Self-Service being performed for
itself or its Subsidiaries or such changes are de minimus, in each case so long as such changes do
not adversely affect the level of service, security or control of such Service or the scope or
content thereof required pursuant to Sections 1(a) and 4(a) above, (ii) such
changes are required by Service Provider or Service Recipient pursuant to applicable Law (including
changes required by Service Provider or Service Recipient in connection with the provision of the
Services to the other Party) or (iii) Service Recipient provides its prior written consent (which
shall not be unreasonably withheld, conditioned or delayed) to such changes (in each case, for the
avoidance of doubt, with the costs of any such change to be included in the calculation of Monthly
Costs). In the event Service Provider determines to change the location of delivery of any
Service, Service Provider shall provide Service Recipient with thirty (30) days prior written
notice. All Services shall be performed in compliance with applicable Law, including all
applicable U.S. and non-U.S. laws and regulations relating to export controls, sanctions, and
imports, including without limitation those regulations maintained by the U.S. Department of the
Treasury’s Office of Foreign Assets Control, the Export Administration Regulations maintained by
the U.S. Department of Commerce, Bureau of Industry and Security, and the International Traffic in
Arms Regulations maintained by the U.S. Department of State, Directorate of Defense Trade Controls.
(c) In performing the Services, Service Provider shall prepare and furnish to Service
Recipient reports concerning the Services with such reports to contain substantially the same data,
in substantially the same format, and prepared and delivered on substantially the same timetable,
as reports prepared during the twelve month period prior to the Distribution Date (excluding any
reports solely prepared in contemplation of the Distribution), except as may be otherwise required
by Service Recipient or Service Provider pursuant to applicable Law. Upon Service Recipient’s
written request for modifications to the reporting and data transfer practices
reasonably required to assist Service Recipient in transitioning off the Service, Service
Provider shall cooperate and consult in good faith with Service Recipient to make such
modifications; provided that if Service Provider reasonably determines in its sole
discretion that any such
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modification may cause Service Provider to be in breach of its obligations
to the other Party hereunder (including as a result of breaching its obligations as a Service
Provider to the other Party as Service Recipient), then Service Provider shall not be under any
obligation to make such modifications.
(d) Service Provider shall use commercially reasonable efforts consistent with past practice
to make available such personnel as may be required to provide the Services. Service Provider shall
have the right to designate which personnel it will assign to perform the Services. Service
Provider also shall have the right to remove and replace any such personnel at any time or
designate any of its Subsidiaries or a Third Party Provider (subject to Section 1(a)
herein) at any time to perform the Transition Services; provided, however, that
Service Provider shall use its commercially reasonable efforts consistent with past practice to
limit the disruption to Service Recipient in the transition of the Services to different personnel.
Subject to and consistent with Section 2(a)(ii), Service Provider shall have no obligation
to retain any individual employee for the sole purpose of providing a particular Transition
Service.
(e) In the event Service Recipient or any of it Subsidiaries hires away an employee of Service
Provider or its Subsidiaries, and such employee was providing Services to Service Recipient and
will not continue to provide such Service, Service Provider shall have the option, in its sole
discretion (in addition to any other remedies available to it under the Distribution Agreement or
otherwise), upon ten (10) Business Days written notice to Service Recipient to reduce its
obligations with respect to such Service (with a proportionate reduction in the applicable Monthly
Costs) effective on the date of such employee’s termination of employment with Service Provider.
Any provision of Service thereafter pursuant to such a reduction in Service Provider’s obligations
shall be deemed to be consistent with Service Provider’s obligations under this Agreement, so long
as Service Provider satisfies the other obligations contained in this Section 4 with
respect to such Service.
(f) Each Party agrees that it shall take appropriate action by instruction of or agreement
with its personnel (including any Third Party Provider) to ensure that all such personnel
performing or otherwise involved with Services shall be bound by and comply with all of the terms
and conditions of this Agreement.
(g) In the event Service Provider has received a notice of default or breach in the
performance of a Service hereunder (including as a result of substantial errors in the performance
of such Service), it will use its commercially reasonable efforts to cure such default or breach.
In the event Service Provider is unable to cure such default within thirty (30) days from receipt
of notice thereof, in addition to the rights available under Section 11, there shall be an
adjustment to Monthly Costs to reflect the costs to Service Recipient associated with such default,
breach or error, including any reasonable out-of-pocket costs and expenses incurred by Service
Recipient in retaining any Third Party Provider to provide such Service or in providing the such
Service itself.
(h) Each Party shall notify the applicable other Party as promptly as practicable after
becoming aware of any breach of this Agreement committed by either it or the applicable other
Party. Service Provider shall notify Service Recipient of any event that may reasonably be
expected to materially impact a Service provided hereunder, which may include a
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Termination Notice (as defined in Section 11(b)) provided by the other Party as
Service Recipient hereunder or a notice of termination of a Self-Service, issued pursuant and in
accordance with, Section 2(a)(v).
(i) In the event of any conflict, as reasonably determined by Service Provider in its sole
discretion, between requests for modification or termination of Services made by the two other
Parties and each properly delivered hereunder, Service Provider shall determine which request it
received first and, subject to the other terms and conditions of this Agreement, make such
modifications or terminations pursuant to the request that was first received before making any
modifications or terminations pursuant to any requests received afterwards.
5. New Services.
If, after the date hereof and on or prior to March 31, 2012, or, with respect to Services
provided in connection with any Transfer that, pursuant to Section 2.6(a) of the Distribution
Agreement, is not consummated at or prior to the Effective Time, one hundred (100) days following
the actual date of such Transfer (notwithstanding that under Section 2.6(b) of the Distribution
Agreement such Transfer may be deemed to have occurred on the Effective Time) the Parties determine
that a service required by Service Recipient and provided by Service Provider or one of its
Subsidiaries prior to the Distribution Date was inadvertently omitted from the Services Schedules,
Service Recipient may request that Service Provider perform such service (“New Service”) in
addition to the Services being provided hereunder. Service Provider shall promptly begin
performing any New Service consistent with past practice upon a timely written request from Service
Recipient (which request may be in the form of email) including (i) a description of the work
Service Recipient anticipates being performed by Service Provider in connection with such New
Service and (ii) a schedule for commencing and completing such New Service, and Service Provider
and Service Recipient shall enter into good faith negotiations to agree to an amendment to the
Services Schedules providing for such New Service; provided that if no agreement for an
Additional Service Schedule Amendment has been reached in writing in thirty (30) days, such New
Service shall be deemed to have a Minimum Service Period expiring on June 30, 2012 and a
Termination Date of two years from the Distribution Date, with Monthly Costs as provided for in
Section 2(a)(i), calculated as if the amendment to the Services Schedule for such New
Service were silent regarding costs and expenses (such amendment or deemed amendment pursuant to
the foregoing proviso, an “Additional Service Schedule Amendment”). Any New Service shall
be considered a Service hereunder and the Services Schedules shall incorporate, and be deemed to be
duly amended by, such Additional Service Schedule Amendment.
6. Intellectual Property; IT Security.
(a) Except as provided in the Services Schedules, the Monthly Costs shall include the
allocable portion of any amounts that are required to be paid by Service Provider to
any third party licensors of software that is used by Service Provider in connection with the
provision of any Services hereunder, including (i) license, right-to-use and royalty fees and (ii)
any amounts required to obtain the consent of such licensors to allow Service Provider to provide
any of the Services hereunder. Service Recipient agrees to comply and cause its Subsidiaries to
comply with the terms of any license or other agreement of Service Provider or
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any of its
Subsidiaries relating to software that is provided to Service Recipient and is used in connection
with the provision of any Services hereunder; provided that in the event that Service
Provider enters into new software licenses after the Distribution Date, Service Recipient shall
have the prior opportunity to review and confirm its ability to comply therewith, which it shall do
in good faith. In the event that Service Recipient provides notice of its inability to comply
therewith, Service Provider may at its sole discretion discontinue its provision of any Services
under such new software licenses effective after thirty (30) days notice of the same, and Service
Recipient shall indemnify Service Provider for any claims by third parties arising out of or in
connection with Service Recipient’s noncompliance or violation of such software licenses. Subject
to the foregoing, Service Provider shall use commercially reasonable efforts to obtain any consent
that may be required from such licensors in order to provide any of the Services hereunder and the
Parties shall cooperate to identify any material licenses or consents necessary for such provision
and shall use commercially reasonable efforts to minimize the costs associated therewith.
(b) If the receipt or provision of any Service hereunder requires the use by a Party of the
Intellectual Property (other than Trademarks) of the other Party, then such Party and its
Subsidiaries shall have the non-exclusive, royalty-free, non-sublicensable (except as required for
its and its Subsidiaries’ receipt or provision of Services) right and license to use such
Intellectual Property for the sole purpose of, and only to the extent necessary for, the receipt or
provision of such Services hereunder, pursuant to the terms and conditions of this Agreement. This
license does not permit a Party to access, possess, or modify the source code of the other Party or
to reverse engineer the software of the other Party. Upon the Termination Date applicable to such
Service, or the earlier termination of any Services in accordance with Section 11, the license
herein to the applicable Intellectual Property will terminate; and the applicable Service Recipient
and/or Service Provider shall cease all use of the Intellectual Property licensed hereunder.
Nothing in this Section 6(b) shall be deemed to limit, modify or terminate any License
Agreement between the Parties.
(c) Subject to the limited licenses granted in Section 6(b), each Party shall
exclusively own any Intellectual Property that it creates, develops or invents in connection with
the provision of any Services hereunder.
(d) While using or accessing any computers, systems, software, networks, information
technology or related infrastructure or equipment (including any data stored thereon or transmitted
thereby) (“Systems”) of the other Party (whether or not a Service), each Party shall and
shall cause each of its Subsidiaries to, adhere in all respects to the other Party’s controlled
processes, policies and procedures (including any of the foregoing with respect to Confidential
Information, data, communications and system privacy, operation, security and proper use) as in
effect on the Distribution Date or as communicated to such Party from time to time in writing.
(e) Those employees of Service Recipient and Service Provider (or their respective Affiliates)
having access to the other Party’s Systems may be required by Service Provider or Service
Recipient, as the case may be, to enter into a customary non-disclosure agreement in connection
with, and as a condition to, such access.
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7. Records.
Service Provider shall provide to Service Recipient, taking into consideration the financial
reporting, internal controls and other public company requirements of Service Recipient, all
information and records reasonably required to maintain full and accurate books relating to the
provision of Services to the extent any such information and/or records were provided or maintained
during the twelve month period prior to the Distribution Date, excluding any actions taken in
contemplation of the Distribution. Upon reasonable notice and reasonable request from the Service
Receiver, and at the Service Receiver’s cost, Service Provider shall (a) make available for
inspection and copying by Service Receiver’s agents or representatives such information, books and
records relating to the Services during reasonable business hours and (b) certify that the controls
in effect prior to the Distribution Date continue to be in effect, or if Service Provider is aware
of any instances where such controls are not so in effect, in lieu of certification for such
instances, provide a list of such instances and descriptions of the change in such controls
thereof.
8. Force Majeure; Reduction of Services.
No Party (or any Person acting on its behalf) shall have any liability or responsibility for
failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as
and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or
delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this
provision shall, as soon as reasonably practicable after the occurrence of any such event: (a)
notify the other applicable Parties of the nature and extent of any such Force Majeure condition
and (b) use due diligence to remove any such causes and resume performance under this Agreement as
soon as feasible. Notwithstanding the foregoing, Service Recipient shall be entitled to terminate
Services so affected by a Force Majeure upon fifteen (15) day prior written notice in respect of
any such delay or failure resulting from any such Force Majeure without any penalty or obligation
to pay for Services not performed; provided that, for the avoidance of doubt, Service Recipient
shall remain responsible, pursuant to and in accordance Section 2(a)(ii), for its portion
of any severance and retention costs for any such Services.
9. TSA Managers; Dispute Resolution.
(a) Each Party shall nominate in writing one representative to act as the primary contact with
respect to the provision and receipt of Services (a “TSA Manager”), with the initial TSA
Managers as listed on Schedule E. Each Party may, at its discretion, from time to time
select another individual to serve in these capacities during the term of this Agreement;
provided, however, each Party shall notify the other Party promptly (and in any
event within five (5) Business Days) of any change in an individual serving in this capacity,
setting forth the name
and contact information of the replacement, and stating that such replacement is authorized to
act for such Party in accordance with this Section 9(a).
(b) The TSA Managers shall meet as expeditiously as possible to resolve any dispute hereunder,
and notwithstanding anything in Article IX (Dispute Resolution) of the Distribution Agreement to
the contrary, in the event any dispute is not so resolved within thirty
11
(30) days, a TSA Manager
may provide written notice of such dispute to the Chief Financial Officer of each Party (or such
other executive as designated by the Chief Executive Officer of such Party), who shall attempt
within a period of fifteen (15) days following the end of such previous thirty (30) day period to
conclusively resolve any such issue, and in the event the dispute remains unresolved following such
fifteen (15) day period, either Party may submit the dispute to mediation in accordance with
Section 9.2 (Mediation) of the Distribution Agreement (provided that, for the avoidance
of doubt, the forty-five (45) day waiting period referenced therein shall be inapplicable), and if
any dispute remains unresolved after the Mediation Period (as defined in the Distribution
Agreement), such dispute shall be determined, at the request of either Party, by arbitration in
accordance with Section 9.3 (Arbitration) of the Distribution Agreement and the other
applicable provisions of Article IX (Dispute Resolution) of the Distribution Agreement. Each Party
may treat an act of any other Party’s TSA Manager or Chief Financial Officer (or such other
executive as designated by the Chief Executive Officer of such other Party), in each case that is
consistent with the provisions of this Agreement, as being authorized by such other Party to
resolve such dispute without inquiring behind such act or ascertaining whether such TSA Manager or
Chief Financial Officer (or such other executive as designated by the Chief Executive Officer of
such other Party) had authority to so act; provided, however, that none of the TSA Managers or
Chief Financial Officer or other executives so designated shall have authority to amend this
Agreement, except as otherwise provided pursuant to Section 16.
(c) In the event of any dispute between the Parties regarding a Service, prior to the
applicable Termination Date, Service Provider shall not discontinue the supply of any such Service,
unless so provided for in a settlement agreement between the Parties or arbitral determination
pursuant to and in accordance with Section 9(b) herein and Article IX of the
Distribution Agreement or as requested by Service Recipient pursuant to a Termination Notice.
10. Disclaimer; Limited Liability.
(a) Service Recipient acknowledges that Service Provider is not in the business of providing
the Services and that the Services being provided pursuant to this Agreement are provided as an
accommodation to Service Recipient. Other than in the event of Service Provider’s gross negligence
or willful misconduct, Service Provider will not be liable for any error or omission in rendering
Services under this Agreement, or for any defect in Services so rendered; provided that if
there is a substantial error in any of the Services, Service Provider shall use commercially
reasonable efforts to attempt to correct the error, or if Service Provider is unable to so correct
such error, to provide an adjustment to the Monthly Cost for such Service in reasonable proportion
to that which the error bears to the Service provided for such month, which adjustment may,
pursuant to Section 4(g), include any reasonable out-of-pocket costs and expenses incurred
by Service Recipient in retaining a Third Party Provider to provide such
Service or in providing such service itself. Other than in the event of Service Recipient’s
gross negligence or willful misconduct, and other than for the Monthly Costs, severance and
retention costs owed under Section 2(a)(ii) and other amounts expressly owed hereunder,
Service Recipient will not be liable for any damages caused in connection with the Services
provided under this Agreement.
12
(b) Service Provider shall have no responsibility to maintain insurance to cover any loss or
damage to goods or equipment to which Service Recipient has title that are in the possession or
control of Service Provider, its Subsidiaries or a Third Party Provider as a result of this
Agreement and the risk of loss with respect to such goods or equipment shall be solely with Service
Recipient. Service Recipient shall obtain from its insurance company a waiver of subrogation on
behalf of Service Provider and its Subsidiaries effective as of Distribution Date. Service
Recipient shall have no responsibility to maintain insurance to cover any loss or damage to goods
or equipment to which Service Provider has title that are in the possession or control of Service
Recipient or its Subsidiaries as a result of this Agreement and the risk of loss with respect to
such goods or equipment shall be solely with Service Provider. Service Provider shall obtain from
its insurance company a waiver of subrogation on behalf of Service Recipient and its Subsidiaries
effective as of the Distribution Date.
(c) NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING WARRANTIES
OF NON-INFRINGEMENT, MERCHANTIBILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SERVICE PROVIDER OR ANY OF
ITS AFFILIATES WITH RESPECT TO THE PROVISION OF SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND
DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES, INCLUDING THE
FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, SHALL SERVICE PROVIDER BE LIABLE FOR, INCLUDING BUT
NOT LIMITED TO, ANY LOST PROFITS, REMITTANCES, COLLECTIONS, INVOICES, PENALITIES, INTEREST OR
SPECIAL, INCIDENTIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES CAUSE BY THE PERFORMANCE OF, ANY DELAY IN
THE PERFORMING, FAILURE TO PERFORM OR DEFECTS IN THE PERFORMANCE OF, THE SERVICES CONTEMPLATED TO
BE PERFORMED BY SERVICE PROVIDER PURSUANT TO THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Term and Service Termination Dates.
(a) This Agreement (other than Sections 9, 10, 11 and 13)
shall terminate upon the last of the Termination Dates in respect of all Services to be provided
hereunder; provided that the rights of the parties in respect of any claims that have
accrued prior to such termination shall survive such termination.
(b) For each Service, the minimum service period (“Minimum Service Period”) during
which Service Provider is obligated to provide such Service to Service Recipient is set forth on
the Services Schedule. The Parties agree to cooperate if necessary to adjust such Minimum Service
Period (and the applicable Termination Date) to end on a date that is the end of a calendar or
fiscal month, as deemed appropriate. Service Recipient may terminate any Service prior to its
Termination Date by providing to Service Provider written notice of termination, which shall be
deemed irrevocable upon delivery (a “Termination Notice”), not less
13
than (i) thirty (30)
days before the date of such earlier termination if the Service is to be terminated on or before
December 31, 2011, (ii) sixty (60) days before the date of such earlier termination if the Service
is to be terminated after December 31, 2011 but on or before June 30, 2012, (iii) ninety (90) days
before the date of such earlier termination if Service is to be terminated after June 30, 2012 but
on or before December 31, 2012 and (iv) one hundred and twenty (120) days before the date of such
earlier termination if Service is to be terminated on or after January 1, 2013; provided
that if the Services Schedule indicates that any Service is dependent on one or more other
Services, then each such Service must be terminated together; provided further that
any termination may be on a location by location basis if so indicated on the Services Schedules.
In the event a Service is terminated prior to the end of its Minimum Service Period pursuant to
Service Recipient’s Termination Notice, Service Recipient shall pay a make-whole fee equal to the
actual out-of-pocket costs and any additional costs that would have been incurred by Service
Provider if such Service had not been terminated (which costs, for the avoidance of doubt, exclude
the 2% and 10% increases described in Section 2(a)(i)) between the actual date of
termination of the Service and the applicable date on which the Minimum Service Period expires
(subject to Service Provider exercising commercially reasonable efforts to mitigate such costs).
Notwithstanding the foregoing, upon the receipt of a Termination Notice, if Service Provider is
unable to transition the applicable Service to the Service Recipient or its designee in a
commercially reasonable manner which does not unduly disrupt the Service on the requested
termination date, Service Provider shall use commercially reasonable efforts consistent with past
practice to transition such Service as soon as possible, and any resulting third party,
out-of-pocket costs to Service Recipient shall be shared equally between Service Provider and
Service Recipient.
(c) In the event either Party defaults in the performance of any of its obligations under this
Agreement, and if such default is not excused and not cured within thirty (30) days after written
notice from the other Party specifying such default, then the non-defaulting Party may at any time
thereafter terminate, at its option, any such Service that is the subject of such default by giving
five (5) days prior written notice; provided that if no such termination notice is given
within fifteen (15) days after the end of the thirty (30) day cure period, then the non-defaulting
Party waives all rights to terminate such Service with respect to such default; provided
further, that such fifteen (15) day period referred to in the immediately foregoing proviso
shall be extended if (x) the Parties dispute whether there has been a default hereunder or (y)
agree that there has been a default hereunder and have a dispute related to such default, and in
either case are attempting to resolve such dispute pursuant to Section 9(b) until ten (10)
days after there has been a final determination pursuant to the procedures in Section 9(b).
12. 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
responsibilities, 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 Service
Provider is an independent contractor with respect to Service Recipient in all respects,
14
including
the provision of the Services, and (ii) that the parties are not partners, joint venturers,
employees or agents of or with each other.
13. Confidentiality.
(a) Any Confidential Information of either Party shall be subject to Section 8.6 of
the Distribution Agreement. With respect to any information disclosed by one Party to another
Party for the purpose of this Agreement or otherwise accessible to such other Party during the
performance hereunder (“Confidential Information”), the Party receiving such Confidential
Information agrees that it will use the same skill and care as set forth in Section 4(a)
to prevent the disclosure or accessibility to others of the disclosing Party’s Confidential
Information and will use such Confidential Information only for the purposes of this Agreement, the
Distribution Agreement and the Ancillary Agreements. The receiving Party and its employees,
representatives and agents (including any Third Party Provider) (collectively, the “Recipient
Parties”) shall only disclose and permit access to the other’s Party’s Confidential Information
to such Recipient Parties who have a need to know such Confidential Information for the purposes of
this Agreement, the Distribution Agreement and the Ancillary Agreements. For Confidential
Information provided with respect to any Service, the obligations of the Recipient Parties pursuant
to this Section 13 shall expire on the date that is five (5) years from the termination of
such Service. Each Party shall provide prompt written notice of any breach of the obligations
under this Section 13 by such Party or its Recipient Parties and shall use commercially
reasonable efforts to assist the other Party in remedying any such breach.
(b) Specifically excluded from the definition of Confidential Information is any and all
information that:
(i) is independently developed by or on behalf of a Recipient Party without use of or
reference to Confidential Information;
(ii) is or becomes available to the public, other than as the result of a breach by a
Recipient Party of the confidentiality obligations under this Agreement; or
(iii) is rightfully received from a third party not known by the Recipient Party to be
bound by an obligation of confidentiality to the disclosing Party.
(c) If the Recipient Party is required to disclose Confidential Information by law, process or
regulation, to the extent legally permissible, such Recipient Party shall promptly notify the
disclosing Party, reasonably cooperate with the disclosing Party to the extent it may seek to limit
such disclosure and, insofar as a protective order or waiver from the disclosing Party is not
obtained, only disclose such Confidential Information as is required to be disclosed.
(d) In connection with any permitted disclosure of this Agreement to any third party, each
Party shall redact the portions of the Services Schedules that are not relevant to such third
party’s inquiry.
(e) It is further understood and agreed that money damages may not be a sufficient remedy for
any breach of this Section 13 and that each Party shall be entitled to seek
15
equitable relief,
including injunction and specific performance, as remedy for any such breach. Such remedies shall
not be deemed to be the exclusive remedies for a breach, but shall be in addition to all other
remedies herein described available at law or equity.
14. Beneficiary of Services; No Third Party Beneficiaries.
This Agreement is for the sole benefit of the Parties hereto, and nothing expressed or implied
shall give or be construed to give any person any legal or equitable rights hereunder, whether as a
third-party beneficiary or otherwise. Each Party agrees, and each Party in its capacity as a
Service Recipient represents and warrants, that the Services shall be provided solely to, and shall
be used solely by, Service Recipient and its Subsidiaries. Service Recipient shall not resell or
provide the Services to any other Person, or permit the use of the Services by any Person other
than Service Recipient and its Subsidiaries.
15. Entire Agreement.
This Agreement, together with the Distribution Agreement and the other Ancillary Agreements,
constitutes the entire agreement of the Parties with respect to the subject matter hereof, and
supersedes all prior agreements, understandings and negotiations, both written and oral, between
the Parties with respect to the subject matter hereof. In the event and to the extent that there
shall be a conflict between the provisions of this Agreement and the provisions of the Distribution
Agreement or any other Ancillary Agreement, the Parties agree that this Agreement shall govern. The
Parties agree that, in the event of an express conflict between the terms of this Agreement and a
Services Schedule, the terms of the Services Schedule shall govern.
16. Amendment; Waiver.
This Agreement and the Services Schedules may be amended, and any provision of this Agreement
may be waived, if but only if such amendment or waiver is in writing and signed, in the case of an
amendment, by each of the Parties, or in the case of a waiver, by the Party against whom the waiver
is effective. No failure or delay by either Party in exercising any right, power or privilege
under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right, power or
privilege.
17. Notices.
All notices, requests and other communications to any Party hereunder shall be in writing
(including telecopy or similar writing) and shall be given as follows:
if to ITT or to any of its Affiliates:
ITT Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
16
Attn: General Counsel
Facsimile: (000) 000-0000
Facsimile: (000) 000-0000
if to Exelis or to any of its Affiliates:
if to Xylem or to any of its Affiliates:
Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: General Counsel
Facsimile:
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: General Counsel
Facsimile:
or to such other address or telecopy number and with such other copies, as such
Party may hereafter specify for the purpose of notice to the other parties. Each such notice,
request or other communication shall be effective (i) if given by fax, when such fax is transmitted
to the fax number specified in this Section 17 and evidence of receipt is received or (ii)
if given by any other means, upon delivery or refusal of delivery at the address specified in this
Section 17.
18. Non-Assignability.
Neither this Agreement nor any of the rights, interests or obligations of either Party
hereunder may be assigned or transferred by any such Party without the prior written consent of the
other Party (not to be unreasonably withheld, delayed or conditioned), and any purported
assignment, without such prior written consent shall be null and void; provided a Party may
assign or transfer all its rights hereunder without such consent to an acquirer in connection with
a sale of all or substantially all of its assets or other similar change in control of such Party.
19. Further Assurances.
From time to time after the date hereof, without further consideration, each Party shall use
commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause
to be done all things reasonably proper or advisable under applicable Law, and execute and deliver
such documents as may be required or appropriate to carry out the provisions of this Agreement and
to consummate, perform and make effective the transition contemplated hereby.
17
20. Definitions and Rules of Construction.
(a) Defined terms used in this Agreement have the meanings ascribed to them by
definition in this Agreement or in the Distribution Agreement.
(b) This Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the Party drafting or causing any
instrument to be drafted.
(c) Whenever the words “include”, “including”, or “includes” appear in this Agreement,
they shall be read to be followed by the words “without limitation” or words having similar
import.
(d) As used in this Agreement, the plural shall include the singular and the singular
shall include the plural.
21. Counterparts; Effectiveness.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to
be an original and all of which together shall be deemed to be one and the same instrument. Copies
of executed counterparts transmitted by telecopy, telefax or other electronic transmission service
shall be considered original executed counterparts for purposes of this Section 21,
provided that receipt of copies of such counterparts is confirmed. This Agreement shall become
effective when each Party has received a counterpart hereof signed by the other Party hereto.
22. Section Headings.
The section headings contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
23. Severability.
If any provision of this Agreement shall be declared by any court of competent jurisdiction to
be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and
shall remain in full force and effect, and the Parties shall negotiate in good faith to replace
such illegal, void or unenforceable provision with a provision that corresponds as closely as
possible to the intentions of the parties as expressed by such illegal, void, or unenforceable
provision.
24. Governing Law.
This Agreement shall be governed by and construed in accordance with the Laws, but not the
Laws governing conflicts of Laws (other than Sections 5-1401 and 5-1402 of the New York General
Obligations Law), of the State of New York.
18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
| ITT CORPORATION |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| EXELIS INC. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| XYLEM INC. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
19
Schedule AB1
eBuyITT INVOICE PROCESSING
SERVICES
eBuyITT INVOICE PROCESSING
SERVICES
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, expect where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxxxxx Xxxxxxxx ITT Corporation |
Manager, TDS Business Relationships & Corporate Travel |
xxxx.xxxxxxxx@xxxxxxx.xxx | ||||
Xxxx Xxxxx
Xylem Inc.
|
Sr. Financial Analyst, Fluid and Motion Control | xxxx.xxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform eBuyITT Invoice Processing Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide eBuyITT Invoice Processing Services: | ||||||||||||
• eBuyITT Invoice Review — The
Service Provider will receive designated
invoice submissions from the Service
Receiver’s eBuyITT enabled Suppliers (via
EDI transaction or manual entry) and prep
invoices and feed the submitted invoices to
Perfect Commerce. The Service Provider will
use the daily invoice feeds from Perfect
Commerce to prep invoices for financial
back office operations.
|
4,174 Hard Copy Invoices Annually* / 16,501 Invoices Annually |
|||||||||||
• eBuyITT Exception Handling and
Resolution — The Service Provider will
reconcile and re-validate invoices flagged
with validation errors. Once the invoice
is validated, the Service Provider will
process it as stated above. Mismatched
invoices will not be paid without
resolution.
|
1,300 Transactions Annually |
|||||||||||
• Invoice Recording & Payment
Processing — Service Provider will send the
balanced invoices to an internal business
unit within the Service Provider, on a
daily basis, for additional Accounts
Payable recording and payment processing
for the Service Receiver.
|
4,174 Hard Copy Invoices Annually* / 16,501 Invoices Annually |
|||||||||||
SS-eBuyITT—01
|
eBuyITT Invoice Processing Services |
• Vendor File Maintenance — The
Service Provider will receive vendor master
data for new vendor setup from an internal
business unit to perform Vendor File
Maintenance.
|
As Needed Basis | 18 | Cost plus 2% - 10% | |||||||
• Tax Exempt Certificate File
Maintenance — The Service Provider will
receive Service Receiver Supplier’s tax
exempt vendor certificates from an internal
business unit to maintain tax exempt master
file.
|
4,174 Hard Copy Invoices Annually* / 16,501 Invoices Annually |
|||||||||||
• Cost Distribution Services —
Service Provider will use validated
invoices as documented above to provide
Service Receiver a cost distribution file
transmitted via FTP and/or email, or
transmitted to an internal business unit
data and centralized tax services via the
current Purchase to pay distribution
process to all Service Receiver’s business
units that are currently on Purchase to
Pay. The Service Provider will provide cost
distribution and taxability indicators, per
agreed frequency to the Service Receiver’s
business units that are not currently
supported by the Shared Services Accounts
Payable (P2P) process).
|
As Needed Basis | |||||||||||
• eBuyITT Aged-Invoice Workflow
Notification — Service Provider will
perform routine communication of aged open
invoices requiring Service Receiver triage
and action.
|
As Needed Basis | |||||||||||
2
| * | Note: The BAU transaction volume for hard copy invoices, and not the total invoice volume (i.e., both electronic and hard copy), will be used as the pre-distribution date baseline to calculate changes in service volumes (plus or minus 10%) as defined in the next section. |
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships
which require interface modifications or re-writes (e.g., Benefits provider change) are not
included as part of the scope of this agreement. Should the Service Receiver require such changes,
Parties agree to negotiate in good faith with regard to such modification. In the event
modifications to the services provided are required by law for only the Service Recipient and such
modifications increase the cost for Service Provider, Service Recipient that requires the
modifications shall pay all the additional costs including the costs for the other Service
Recipients.
3
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
• Support of
data extraction
requests from the
Service Receiver |
||||||
SS-eBuyITT-02
|
eBuyITT Invoice Processing Services Migration |
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, and
current state
functional data
mapping
|
Time and Materials Based on Additional Pricing Section | |||
| Service Provider will provide the following knowledge transfer services: | ||||||
SS-eBuyITT-03
|
eBuyITT Invoice Processing Services Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to eBuyITT
services
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to eBuyITT Invoice Processing by Service Receiver
not mentioned in this Schedule or not included within the costs documented in this agreement,
Service Receiver will provide a discreet project request and submit such request to Service
Provider using the formalized Change Request attached as Annex A for consideration by Service
Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing
operating costs for Service Provider (as a service recipient) or any other service receiver or (ii)
that it is not capable of making such changes with its current staff during the time period
requested without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
4
LOCATIONS
Services are initially provided from Palm Coast, FL USA to other USA locations.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt). | ||
| • | If Service Receiver or their suppliers provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| • | Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) and utilize Perfect Commerce as the eProcurement platform for the duration this agreement is in effect. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set for
itself as a recipient of services.
In the event incidents cannot be resolved, Service Provider shall promptly notify
Service Receiver and work together to try and resolve such incidents.
5
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
SCHEDULE AB2
P-CARD TRANSACTION PROCESSING
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxxxxx Xxxxxxxx ITT Corporation |
Manager, TDS Business Relationships & Corporate Travel |
xxxx.xxxxxxxx@xxxxxxx.xxx | ||||
| Xxxx Xxxxx Xylem Inc. |
Sr. Financial Analyst, Fluid and Motion Control |
xxxx.xxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform P-Card Transaction Processing Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide P-Card Transaction Processing Services: | ||||||||||||
• P-Card Invoice Review — The Service
Provider will receive a notification and data
file from US Bank once monthly containing
transaction details and Company information
for Service Receiver’s P-Card holders. In
addition, the Service Provider will receive
from an internal business unit an
authorization to proceed with the P-Card File
download. The Service Provider will review
the file, format data for financial
processing, and validate invoices for
completeness and accuracy. The Service
Provider will flag invoices with validation
errors. The Service Provider will use booked
AP invoices to generate proprietary data files
to be sent via email to Service Receiver’s
Treasury Department for payment settlement.
|
125 Transactions Annually |
|||||||||||
SS-PCard Processing-01 |
P-Card Transaction Processing Services |
• P-Card Exception Handling and
Resolution — The Service Provider will
reconcile and re-validate invoices flagged
with validation errors. Once the invoice is
validated, the Service Provider will process
it as stated above. Mismatched invoices will
not be paid without resolution. For
processing credits, the Service Provider will
insure that management accounts have monthly
debit balances prior to transmission to
Service Receiver’s Treasury Department. If a
management account is received as a zero or
credit balance, the Service Provider will
remove credit transactions from being
processed in ascending order until the
management account reflects a debit balance.
The Service Provider will communicate the
removed credits to the internal business unit
for resolution.
|
40 Transactions Annually |
18 | Cost plus 2% - 10% | |||||||
• P-Card Cost Distribution — The
Service Provider will use validated invoices
as documented above to provide Service
Receiver a Cost Distribution file transmitted
via File Transfer Protocol (FTP) and/or email.
|
15 Transactions per Month | |||||||||||
• P-Card File Maintenance — The Service
Provider will perform file maintenance based
on internal business unit approval for new
and/or changes to P-Card holders. Only valid,
internal business unit-approved cardholder
transactions are processed. Three (3)
business days prior notice is required to
maintain P-Card file.
|
As Needed Basis | |||||||||||
2
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications increase the cost for Service Provider,
Service Recipient that requires the modifications shall pay all the additional costs including the
costs for the other Service Recipients.
3
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
SS-PCard Processing-02 |
P-Card Transaction Processing Migration |
• Support of
data extraction
requests from the
Service Receiver
|
Time and Materials Based on Additional Pricing Section | |||
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, and
functional data
mapping |
||||||
| Service Provider will provide the following knowledge transfer services: | ||||||
SS-PCard Processing-03 |
P-Card Transaction Processing Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to P-Card
Transaction
Processing services
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to P-Card Transaction Processing by Service
Receiver not mentioned in this Schedule or not included within the costs documented in this
agreement, Service Receiver will provide a discreet project request and submit such request to
Service Provider using the formalized Change Request attached as Annex A for consideration by
Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver. Service
Provider need not provide a price quote or perform the services. Where a price quote is provided,
Service Provider shall provide the service requested upon acceptance of the price.
4
LOCATIONS
Services are initially provided from Palm Coast, FL, USA to other USA locations.
PREREQUISITES/DEPENDENCIES
| • | If Service Receiver, or their Supplier(s), provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Service Receiver, in a separate and independent agreement, must utilize US Bank as the P-Card supplier for the duration this agreement is in effect. | ||
| • | Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) for the duration this agreement is in effect. | ||
| • | Service Receiver must maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt) and payment settlement interface (Treasury) for the duration this agreement is in effect. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set for
itself as a recipient of services.
In the event incidents cannot be resolved, Service Provider shall promptly notify
Service Receiver and work together to try and resolve such incidents.
5
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
SCHEDULE AB3
TELECOM INVOICE PROCESSING
SERVICES (TAPS)
TELECOM INVOICE PROCESSING
SERVICES (TAPS)
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxxxxx Xxxxxxxx ITT Corporation |
Manager, TDS Business Relationships & Corporate Travel |
xxxx.xxxxxxxx@xxxxxxx.xxx | ||||
Xxxx Xxxxx Xylem Inc. |
Sr. Financial Analyst, Fluid and Motion Control |
xxxx.xxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Telecom Invoice Processing Services (TAPS), for Long Distance
Voice and Data Circuitry, for Service Receiver.
Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum Service | |||||||||||||
| BAU Transaction | Period | ||||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | ||||||||
| Provide Telecom Invoice Processing (TAPS) Services: | |||||||||||||
• TAPS supplier
statements — The
Service Provider will
receive Service
Receiver’s current
Primary Telecom
Service Supplier
statements monthly.
The statements are
transmitted via EDI,
or entered manually
via paper statements,
to the Service
Provider. To produce
balanced TAPS
statements, the
Service Provider will
perform various
validation and
duplication
protection routines
with criteria
including Master
Control Number,
Account number, and
AT&T Statement
numbers. Only total
current charges are
recognized in the
TAPS system for
processing each
month.
|
2,100 Transactions Annually |
||||||||||||
SS-TAPS-01
|
Telecom Invoice Processing Services (TAPS) |
• TAPS
Exception Handling
and Resolution -
Service Provider will
reconcile accounts
that failed
validation. The
Service Provider will
make commercially
reasonable efforts to
gain resolution from
the Service Receiver,
to produce resolved
accounts that are
ready for financial
processing. Accounts
that fail validation
are not paid without
resolution.
|
60 Transactions Annually |
9 | Cost plus 2% - 10% | ||||||||
• Invoice
Recording & Payment
Processing — Service
Provider will send
the balanced invoices
to an internal
business unit within
the Service Provider,
on a monthly basis,
for additional
Accounts Payable
recording and payment
processing for the
Service Receiver.
|
2,100 Transactions Annually |
||||||||||||
• TAPS Cost
Distribution — The
Service Provider will
transmit to the
Service Receiver a
Cost Distribution
file from the
processed validated
Statements, Service
Provider will
transmit this file
via FTP and/or email
to the Service
Receiver.
|
15 Transactions per Month |
||||||||||||
• TAPS Customer
File Maintenance —
The Service Provider
will perform Customer
File Maintenance
after receiving a
Change Request from
the Service Receiver.
Only valid, ITT
Customer accounts and
Statements are
processed. Three (3)
business days prior
notice are required
to maintain the
Customer file.
|
30 Transactions Annually |
||||||||||||
2
Service Volumes Greater or Less Than Observed Pre-Distribution
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented in this agreement | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications increase the cost for Service Provider,
Service Recipient that requires the modifications shall pay all the additional costs including the
costs for the other Service Recipients.
3
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | ||||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | |||||||
SS-TAPS-02
|
Telecom Invoice Processing (TAPS) Migration |
• Support of
data extraction
requests from the
Service Receiver |
|||||
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes and
functional data
mapping
|
Time and Materials Based on Additional Pricing Section | ||||||
| Service Provider will provide the following knowledge transfer services: | |||||||
SS-TAPS-03
|
Telcom Invoice Processing (TAPS) Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to Telecom
Invoice Processing
(TAPS) services
|
Time and Materials Based on Additional Pricing Section | ||||
Supplemental Services
For requests for supplemental services relating to Telecom Invoice Processing Services (TAPS) by
Service Receiver not mentioned in this Schedule or not included within the costs documented in this
agreement, Service Receiver will provide a discreet project request and submit such request to
Service Provider using the formalized Change Request attached as Annex A for consideration by
Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver. Service
Provider need not provide a price quote or perform the services. Where a price quote is provided,
Service Provider shall provide the service requested upon acceptance of the price.
4
LOCATIONS
Services are initially provided from Palm Coast, FL, USA to other USA
locations and select EU and Asia locations.
PREREQUISITES/DEPENDENCIES
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | |
| • | If Service Receiver, or their Supplier(s), sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | |
| • | Service Receiver must actively be engaged in the circuitry configuration and inventory control of their networks and have Subject Matter Experts (SME) available to assist with statement processing discrepancies. | |
| • | Service Receiver, in a separate and independent agreement, must utilize AT&T as the telecommunication data vendor. | |
| • | Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt). |
SERVICE LEVEL
Service Provider will classify incidents at its own
discretion. Such classifications shall be consistent with the
priorities Service Provider set for itself as a recipient of
services.
In the event incidents cannot be resolved, Service Provider shall promptly
notify Service Receiver and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year.
These rates apply to internal Service Provider employees only, and should external resources be
5
rerquired, the costs for those external resources will be reviewed with the Service Receiver prior
to execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
SCHEDULE AB4
U.S
ACTIVE SALARIED ELIGIBLE
EMPLOYEES MEDICAL, PHARMACY
AND DENTAL PROGRAM
U.S
ACTIVE SALARIED ELIGIBLE
EMPLOYEES MEDICAL, PHARMACY
AND DENTAL PROGRAM
Capitalized terms used herein and not otherwise defined shall have the meaning assigned such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
| Service Provider’s Contact |
Mgr, Benefits Planning and Administration | Xxx.xxxxxxx@xxx.xxx | ||||
| ITT Corporation Xxxxxxx Xxxxxxx |
||||||
| Xxxx.xxxxx@xxx.xxx | ||||||
| Xxxx Xxxxx | Benefits Analyst | |||||
| Xxxxxx Xxxxxx | Manager, Benefits Financial Reporting | [ ] | Xxxxxx.xxxxxx@xxx.xxx | |||
| Service Recipient’s Contact | ||||||
| Xylem Inc. | ||||||
| Director, Global Benefits | ||||||
| Keith Dick | Xxxxx.xxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: ITT Corporation — White Plains, NY
Service Recipient: Xylem Inc. — White Plains, NY
Service Recipient: Xylem Inc. — White Plains, NY
TERM
Services provided hereunder shall terminate December 31, 2013; provided that for the
avoidance of doubt the coverages provided hereunder and described below only apply to
Claims (as defined herein) made by Service Recipient’s Covered Employees (as defined
herein) and incurred on or before December 31, 2011.
GENERAL SERVICE DESCRIPTION
Service Provider currently provides active medical, pharmacy(Rx) and dental administration for
coverages provided through Empire and Anthem (medical), Medco(Rx), MetLife(dental) and SHPS (FSA)
(Empire, Anthem, Medco, MetLife and SHPS collectively, the “Vendors”) for its U.S. Active,
Salaried, Eligible Employees (“Covered Employees”). Service Provider shall keep the current
contracts with the Vendors and the ITT CORPORATION SALARIED MEDICAL AND DENTAL PLAN (PLAN NUMBER
502 EIN 00-0000000) and the ITT Salaried Medical Plan and Salaried Dental Plan General Plan Terms
(collectively, the “Plans”) and all coverage thereunder in full force through December 31, 2011 for
Service Recipient’s Covered Employees. All claims of Service Recipient’s Covered Employees made
under the Plans and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be
adjudicated in accordance with the current contract and Service Provider will continue to take such
actions on behalf of Service Recipient’s Covered Employees as if such employees are employees of
Service Provider.
All medical, dental, pharmacy and FSA claims of Service Recipient’s Covered Employees made under
the Plans (the “Claims”) will be paid by the Vendors on behalf of the Service Provider. Service
Recipient will pay Service Provider for coverage based on 2011 budget premium rates previously set
for the calendar year 2011 and described in the “Pricing” section below. Service Recipient will
pay Service Provider monthly premium payments for this service, for any full or partial months,
based on actual enrollment for the months covered post-spin using enrollments as of the first
(1st) calendar day of the month, commencing on the day after the Distribution Date.
Service Recipient will prepare and deliver to Service Provider a monthly self xxxx containing cost
breakdown by business unit and plan tier as set forth on Attachment A, within five (5) Business
Days after the beginning of each calendar month. The Service Recipient will be required to pay the
Service Provider the monthly premium payments within ten (10) Business Days after the beginning of
each calendar month. A detailed listing of Service Recipient’s employees covered, including the
Plans and enrollment tier in which they are enrolled, will be made available to Service Provider
upon its reasonable request.
Service Provider will retain responsibility for executing funding of Claim payments and eligibility
management with Vendors through December 31, 2013.
2
Service Provider will conduct a Headcount True-Up (as defined below) of the monthly premiums and
establish an Incurred But Not Reported (“IBNR”) claims reserve for Claims incurred prior to
December 31, 2011 date, but paid after that date, and conduct a reconciliation of such reserve. See
“Headcount True-Up” and “IBNR Reconciliation” sections under Additional Pricing for details.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below or described
above (collectively, the “Services”).
| • | Monthly Premium billing. | ||
| • | Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates). | ||
| • | See General Service Description for a description of payments and billing hereunder. See Pricing for a description of the Headcount True-Up (as defined below) and reconciliation for IBNR (as defined below) Claims. | ||
| • | Claims processing |
| • | All Vendor Claims process will remain unchanged from the process as used during the 12-month period prior to the Distribution Date. | ||
| • | The Claims appeal process will not change from the process as used during the 12-month period prior to the Distribution Date. Empire/Anthem/Medco, MetLife and SHPS will handle all appeals as provided under the Employee Retirement Income Security Act. Once all such appeals have been exhausted, escalations will be handled by Service Provider. | ||
| • | Service Provider will pay all Claims incurred during the 2011 Plan Year. |
| • | Eligibility |
| • | All eligibility adjustments (adding dependents, new hires, ect.) will be handled by local Service Recipient HR through the Infinium interface. | ||
| • | The Service Recipient may add or remove employees/dependants to coverage in accordance with the terms of the Plans, generally upon a qualifying event, new hire or termination. These rules will be the same rules in effect immediately prior to Distribution Date and will remain in effect until January 31, 2012. | ||
| • | Manual adjustments to eligibility will be handled directly with the Vendors by authorized Service Recipient local HR. These adjustments will be one off type adjustments that cannot be made through Infinium due to timing. | ||
| • | All file transmissions to Vendors will be handled by the Exelis Inc. Fort Xxxxx Shared Service team under the HR/Payroll/Benefits Transition Services Agreement. |
3
| • | All files normally maintained manually by the Service Recipient local HR departments during the twelve (12) month period prior to the Distribution Date will remain unchanged. | ||
| • | COBRA qualifying events notices will be handled by SHPS. Service Recipient Local HR department will notify SHPS of termination of employment (as is the current practice in the twelve (12) months prior to Distribution Date). SHPS will provide election notice to Covered Employees with appropriate coverages. There is a separate Letter of Intent with SHPS, attached as Appendix B. |
| • | Claims payment |
| • | All Covered Employee Claims made under the Plans and incurred for the 2011 Plan Year will be paid by Service Provider. | ||
| • | Vendor administrative service charges for the 2011 Plan Year will be paid by Service Provider. | ||
| • | Empire and MetLife maintain bank accounts which Service Provider funds daily to pay claims. Each Vendor will separate claims paid by claims incurred date. | ||
| • | Service Provider will pay all Medical and Dental Claims incurred for the 2011 Plan Year, but submitted for payment after the end of the 2011 Plan Year but no later than allowed under the terms of the applicable Plan. | ||
| • | MEDCO invoices bi-weekly for claims paid. Service Provider will pay for all MEDCO claims incurred for the 2011 Plan Year. |
PREREQUISITES/DEPENDENCIES
Service Recipient Responsibilities
| • | Service Recipient will provide accurate and timely employee enrollments via Infinium. | ||
| • | Service Recipient will research eligibility issues as needed. | ||
| • | In case of inaccurate data sent to Service Provider it will be the responsibility of the Service Recipient to rectify any problems and assessments incurred. | ||
| • | Local Human Resources/Benefits departments will support Covered Employees. |
4
BILLING LOCATION
Service Recipient will provide Service Provider a self billed invoice and payment
to their address set forth below. The xxxx will cover all charges for Services under
this Schedule provided by Service Provider. The invoice will contain the number of
enrolled employees per tier per coverage, as set forth in Schedule A. A detailed list
of Covered Employees will be provided by the Service Provider upon reasonable request
of the Service Recipient. All administrative functions handled by the Service
Provider in the twelve (12) month period prior to the Distribution Date are contained
in the fee structure set forth below. The Service Provider and Service Recipient
agree to negotiate in good faith for any additional services related to the Service
provided hereunder that are outside the normal course of business.
SERVICE LEVEL
The Service Provider will provide the same service level to the Service Recipient
as it provides to its Covered Employees.
NOTICE REQUIREMENTS
ITT Corporation
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxx Xxxx
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxx Xxxx
Termination notices are not required. Service Provider will pay Claims incurred during the 2011
Plan Year, during the period from November 1, 2011 through December 31, 2013 with no further
premium billed to the Service Recipient. Pursuant to the terms of the Plans there is a twenty-four
(24) month Claim filing limit.
PRICING
In addition to the costs specifically set forth below, Service Recipient shall also pay all
routine business travel expenses relating to such Services. The below table contains the monthly
premium rates the Service Provider shall charge. The Service Recipient will be required to pay the
Service Provider the monthly premium payments within ten (10) Business Days after the
5
beginning of each calendar month. A detailed listing of Service Recipient’s Covered Employees,
including the Plans and enrollment tier in which they are enrolled, will be made available to
Service Provider upon its reasonable request. Each business unit has been banded 1 through 5.
Depending on the assigned band the appropriate budget amount is charged to that business unit. The
amounts in the table are per employee per month, by plan and coverage tier. See “General Service
Description” for further detail on payment and billing for the monthly premium payments.
Medical and Pharmacy Premium
| Basic | ||||||||||||
| Employee | Employee | |||||||||||
| Rating Band | Only | + 1 | Family | |||||||||
Band 1 |
$ | $ | $ | |||||||||
Band 2 |
$ | $ | $ | |||||||||
Band 3 |
$ | $ | $ | |||||||||
Band 4 |
$ | $ | $ | |||||||||
Band 5 |
$ | $ | $ | |||||||||
| Enhanced | ||||||||||||
| Employee | Employee | |||||||||||
| Rating Band | Only | + 1 | Family | |||||||||
Band 1 |
$ | $ | $ | |||||||||
Band 2 |
$ | $ | $ | |||||||||
Band 3 |
$ | $ | $ | |||||||||
Band 4 |
$ | $ | $ | |||||||||
Band 5 |
$ | $ | $ | |||||||||
| EPO | ||||||||||||
| Employee | Employee | |||||||||||
| Rating Band | Only | + 1 | Family | |||||||||
Band 1 |
$ | $ | $ | |||||||||
Band 2 |
$ | $ | $ | |||||||||
Band 3 |
$ | $ | $ | |||||||||
Band 4 |
$ | $ | $ | |||||||||
Band 5 |
$ | $ | $ | |||||||||
| HDHP | ||||||||||||
| Employee | Employee | |||||||||||
| Rating Band | Only | + 1 | Family | |||||||||
Band 1 |
$ | $ | $ | |||||||||
Band 2 |
$ | $ | $ | |||||||||
Band 3 |
$ | $ | $ | |||||||||
Band 4 |
$ | $ | $ | |||||||||
Band 5 |
$ | $ | $ | |||||||||
6
Dental Premium
| MetLife Dental | ||||||||
| EE | EE+1 | Family | ||||||
| $ | $ | |||||||
Add FSA pricing
Additional Pricing
Hourly Rates
Hourly Rates for Services not specified or normally provided by Service Provider in the twelve (12)
month period prior to the Distribute Date but otherwise provided by Service Provider employees
(including but not limited to modification, consulting, exit strategy development, transition,
etc.) are documented below. The employee category is defined by Service Provider. The rates
documented below apply to Service Provider employees only, should external resources be required,
the costs for those external resources will be reviewed with the Service Recipient prior to
execution of the project.
Notwithstanding anything in the Agreement to the contrary, the following rates shall not be subject
to (a) the 4.5% increase for inflation in 2012 described in Section 2(a)(3) (but such rates shall
be subject to such increase in 2013) or (b) the 2% or 10% increases described in the proviso to
Section 2(a)(i) of the Agreement.
| General Category of Employee | Hourly Rate | |||
1. Secretarial/Administrative |
$ | 50.00 | ||
2. Non-Executive |
$ | 100.00 | ||
3. Executive |
$ | 150.00 | ||
Headcount True-Up
Service Provider shall conduct a “headcount” true-up by March 31, 2012 (the “Headcount True-Up”),
based on actual enrollment during the period beginning on the day after the Distribution Date and
ending on December 31, 2011. The Headcount True-Up will be based on reviewing the actual monthly
Infinium enrollment by Plan and coverage tier, by unit, but, for the avoidance of doubt, no true-up
of actual Claims will be conducted. The Service Provider shall promptly provide the results of the
Headcount True-Up to Service Recipient together with any supporting
7
data reasonably requested by Service Recipient. Within ten (10) Business Days after the parties
reach agreement on the amount of the Headcount True-Up, the appropriate party shall pay to the
other the amount so due.
IBNR Reconciliation
| • | Reconciliation for Incurred But Not Reported (“IBNR”) Claims |
| • | The premiums collected from Service Recipient hereunder will be credited to Service Provider’s active medical ledger. | ||
| • | The amount that Service Provider should hold in reserve to cover payment for all IBNR Claims incurred for the 2011 Plan Year shall be calculated in accordance with the following procedures: |
| • | This calculation will be made by June 30, 2012 using the same methods, assumptions, processes, etc. as used during the 12-month period prior to the Distribution Date to calculate the IBNR Claim reserve remaining to pay Claims incurred before January 1, 2012, but paid after June 30, 2012. | ||
| • | Service Provider and Service Recipient will engage Towers Xxxxxx, or such other person as the parties may agree to engage (the “Calculation Agent”), to calculate the target level of the IBNR claim reserve, whose determination shall be binding and conclusive on the Service Provider and Service Recipient. | ||
| • | The IBNR Claim reserve will have its final reconciliation calculated the Calculation Agent by June 30, 2012. |
| • | If the amount held for the IBNR Claim reserve is greater than the target level of the IBNR Claim reserve, as determined herein, within ten (10) Business Days of Service Provider being notified of such determination by the Calculation Agent, Service Provider shall pay its proportionate amount to Service Recipient (based upon Service Recipient’s number of Covered Employees (as of December 31, 2011) in relation to the total number of Covered Employees (for all of the Parties to the Agreement) in the IBNR Claim reserve pool (as of December 31, 2011) (the “Proportionate Amount”)), required, when included with the Proportionate Amounts to be paid to the other Parties to the Agreement, required to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent. | ||
| • | If the amount held for the IBNR Claim reserve is less than the target level of the IBNR claim reserve, as determined herein, within ten (10) Business Days of Service Recipient being notified of such determination by the Calculation Agent and its Proportionate Amount by the Service Provider, Service Recipient shall pay its Proportionate Amount to Service Provider, required, when included with the Proportionate Amounts to be paid by the other Parties to the Agreement, |
8
| necessary to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent. |
9
Attachment A
(Monthly self xxxx example)
| Unit | Value Center | Grand Total | ||
FTC-HQ
|
HQ | |||
Motion and Flow Controls HQ
|
HQ | |||
ITT Heat Transfer
|
RCW | |||
ITT Xxxx & Xxxxxxx Division
|
RCW | |||
Rule Industries
|
Flow Controls | |||
Sanitaire (WPCC)
|
WWW | |||
AC Custom Pump
|
IP | |||
Flo-Jet
|
Flow Controls | |||
Sanitaire — Royce
|
WWW | |||
Sanitaire WET
|
RCW | |||
Flowtronex
|
RCW | |||
RCW
|
RCW | |||
ITT Water Technology, Inc.
|
RCW | |||
Texas Turbine Operations-Lubbock
|
RCW | |||
Flygt Florida
|
WWW | |||
Leopold Salary
|
WWW | |||
WEDECO
|
WWW | |||
ITT Flygt Corp.
|
WWW | |||
Flygt-Indiana
|
WWW | |||
Xxxxx
|
RCW | |||
Nova Analytics
|
ITT Analytics | |||
Global Water Instruments
|
ITT Analytics | |||
Bellingham and Xxxxxxx
|
ITT Analytics | |||
Aanderaa Data Instruments
|
ITT Analytics |
10
Attachment B
May 20, 2011
Xx. Xxx Xxxxxxx
Manager, Benefits Planning and Communication
ITT Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Manager, Benefits Planning and Communication
ITT Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
| RE: | Trivestiture of ITT Corporation |
Dear Xx. Xxxxxxx:
As you know, SHPS Human Resource Solutions, Inc. (“Company”) currently provides ITT Corporation
(“Client”) spending account administration (“XXX”) and COBRA services (collectively “Services”)
pursuant to a Service Agreement dated January 1, 2008 (“the Service Agreement”). This letter
acknowledges the intent of Client to separate into three different entities; namely, Defense Co.
(“Defense”), ITT Co. (“ITT”) and Water Co. (“Water”). As part of this restructuring, you have
requested we perform certain implementation services in order to set up ITT and Water as separate
entities. It is the intent of the parties that Defense will assume the Service Agreement and that
ITT and Water will enter into a transition services agreement with Defense through December 31,
2011. Existing services provided by the Company to Defense, ITT and Water will continue through
December 31, 2011. Effective January 1, 2012, ITT and Water will enter into separate agreements
with the Company. The Company agrees to (i) continue performing ongoing Service and (ii) provide
implementation services, pursuant to terms and conditions of the Service Agreement and the
following:
1. Services
|
Beginning on or about June 1, 2011, Company will begin implementation services to setup ITT and Water. Company will continue providing ongoing Services to the Client, including Defense, ITT and Water populations, until the Separation Date. | |
2. Termination Fee
|
Company agrees to defer implementation Fees in an amount of $ . Of this amount, $ shall be with respect to ITT ($ for COBRA and $ for FSA, respectively) and $ shall be with respect to Water ($ for COBRA and $ for FSA, respectively) (the “Deferred Implementation Fees”) over the period between January 1, 2012 and December 31, 2012, which will be included in the new agreements. In the event the Service Agreement is terminated for any reason prior to the expiration the Separation Date the Client shall pay Company the Deferred Implementation Fees in accordance with the payment terms set forth in the Service Agreement. |
If the foregoing correctly sets forth the understanding of the parties, please acknowledge your acceptance of this Agreement by signing both copies of this letter at the place provided below and return one to my attention.
11
SCHEDULE AB5
XYLEM RETIREE MEDICAL AND
FINANCIAL SHARED SERVICES (FSS)
ACTIVE MEDICAL AND DENTAL
ADMINISTRATION
FINANCIAL SHARED SERVICES (FSS)
ACTIVE MEDICAL AND DENTAL
ADMINISTRATION
Capitalized terms used herein and not otherwise defined shall have the meaning assigned such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service Provider’s
Contact |
||||||
ITT Corporation
Xxxxxx Xxxxxx
|
Director Human Resources | Xxxxxx.xxxxxx@xxx.xxx | ||||
Service Recipient’s
Contact Xylem Inc. Xxxx XxXxx |
Human Resources Mgr. | Xxxx.xxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: ITT Corporation– Seneca Falls, NY (IP)
Service Recipient: Xylem Inc. — Auburn, NY and ITT Water Technologies, Inc. — Seneca
Falls, NY (Financial Shared Services)) (collectively, “Service Recipients”)
Service Recipient: Xylem Inc. — Auburn, NY and ITT Water Technologies, Inc. — Seneca
Falls, NY (Financial Shared Services)) (collectively, “Service Recipients”)
TERM
Services provided hereunder shall terminate June 30, 2012; provided that for the
avoidance of doubt the coverages provided hereunder and described below only apply to
Claims (as defined herein) made by Service Recipient’s Covered Employees (as defined
herein) and incurred on or before December 31, 2011.
1
GENERAL SERVICE DESCRIPTION
Service Provider currently provides administration for the Financial Shared Services active
medical through Excellus Blue Cross\Blue Shield BluePoint2 E Plan,
Group ,
dept. 0007 and active Dental through Excellus Dental plan, Group
dept. 0007 and
Retiree medical (pre 65 MVP), Group
(collectively, the “Benefit Plans”) for Service
Recipients’ employees covered under such Benefit Plans (such employees, the “Covered Employees”).
Service Provider shall keep the Benefit Plans and all coverage thereunder in full force through
December 31, 2011 for Service Recipient’s Covered Employees. Each Service Recipient may add or
remove Covered Employees to or from coverage under the Benefit Plans as outlined under the terms of
the Benefit Plans. All claims of Service Recipient’s Covered Employees made under the Benefit
Plans (the “Claims”) and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be
adjudicated in accordance with the current contract and Service Provider will continue to take such
actions on behalf of Service Recipients’ Covered Employees as if such employees are employees of
Service Provider.
All Claims of Service Recipients’ Covered Employees made under the Benefit Plans will be paid on
behalf of the Service Provider.
Service Recipients will pay Service Provider for coverage based on 2011 budget premium rates
previously set for the calendar year 2011 and described in the “Pricing” section below. Service
Recipients will pay Service Provider monthly premium payments for this service, for any full or
partial months, based on actual enrollment for the months covered post-spin using enrollments as of
the first (1st) calendar day of the month, commencing on the day after the Distribution
Date.
The Service Recipients will be required to pay the Service Provider the monthly premium payments
within ten (10) Business Days after the beginning of each calendar month. A detailed listing of
Service Recipient’s employees covered, including the Plans and enrollment tier in which they are
enrolled, will be made available to Service Provider upon its reasonable request.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below or described
above (collectively, the “Services”).
| • | Monthly premium billing. | ||
| • | Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates). |
See General Service Description for a description of payments and billing hereunder
The following services listed below will be provided by “experts”, who are employees of Service
Provider, (the “Experts”) with the following persons the initial Experts: Xxxxx Xxxxxx, Xxxxxx
Xxxxx and Xxxxxx Xxxxxx.
2
| • | Administration as needed on daily basis for the Benefit Plans. The Service Provider will provide all services that were provided during the twelve (12) months prior to the Distribution Date. The Service Provider will maintain the same level of service provided during the twelve (12) months prior to the Distribution Date. |
| • | Answer any questions pertaining to medical coverage. | ||
| • | Assist in resolving any issues that may arise regarding, medical coverage, ex. Claims, Medicare questions, etc. | ||
| • | Add employees/dependents to the Medical coverage as needed. | ||
| • | Reconcile and pay premiums from Medical carriers pertaining to the Exelis employees. |
| • | Should the Service Recipient need services not provided during the twelve (12) months prior to the Distribution Date, the parties will negotiate in good faith to determine any additional cost involved in the services |
PREREQUISITES/DEPENDENCIES
The Experts remain employees of Service Provider. Service Recipients
acknowledge and agree that Service Provider has discretion to terminate the
Experts and the Experts have the ability to terminate their employment with
Service Provider. In the event the initially named Experts are no longer
employed by Service Provider, Service Provider’s then current benefit manager
(or such other person as has the skill and knowledge to so provide such
Services) will, at the request of the Service Recipients, provide such Service
as described herein.
The Service Recipients’ human resources department shall cooperate with the
Service Provider, including the Experts, in order for the Service Provider and
Experts to provide such Service under this Schedule.
BILLING LOCATION
Service Provider will provide ITT Water Technologies, Inc. and Xylem, Inc.
FSS each with separate invoices to their address set forth below. The xxxx
will cover all charges for services under this Schedule provided by Service
Provider to both Service Recipients and, to the extent reasonably feasible,
will be itemized between the two Service Recipients. The invoice will contain
the number of Covered Employees per tier per coverage. A detailed list of
Covered Employees and dependents covered will be provided by the Service
Provider upon reasonable request of the Service Recipient. All
administrative functions handled by the Service Provider in the twelve (12)
month period prior to the Distribution Date are contained in the fee structure
3
set forth below. The Service Provider and Service Recipients agree to
negotiate in good faith for any additional services related to the Service
provided hereunder that are outside the normal course of business.
SERVICE LEVEL
The Service Provider, including the Experts, will provide the same service
level to the Service Recipients as it provides to its own Covered Employees.
NOTICE REQUIREMENTS
ITT Corporation
000 Xxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
000 Xxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Xylem Inc.
0 Xxxxxx Xxxxx
Xxxxxx, XX 00000
0 Xxxxxx Xxxxx
Xxxxxx, XX 00000
ITT Water Technologies, Inc
0 Xxxxxx Xxxxx
Xxxxxx, XX 00000
0 Xxxxxx Xxxxx
Xxxxxx, XX 00000
PRICING
In addition to the costs specifically set forth below, Service Recipients shall also pay all
routine business travel expenses relating to the Services. The Service Recipients shall pay the
Service Provider based on the number of Covered Employees as of the first (1st) calendar day of the
month. The Service Recipient will be required to pay the Service Provider the monthly premium
payments within ten (10) Business Days after the beginning of each calendar month. A detailed
listing of Service Recipient’s Covered Employees, including the Plans and enrollment tier in which
they are enrolled, will be made available to Service Provider upon its reasonable request.
See “General Service Description” for further detail on payment and billing for the monthly
premium payments. The below table are the rates the Service Provider shall charge.
4
| Coverage | Employee | |||||
| (Invoicing for medical/dental premiums Only as noted below): | ||||||
BluePoint POS (FSS) Active |
||||||
| Employee | $ | |||||
| Employee + 1 | $ | |||||
| Employee + Child(ren) | $ | |||||
| Family | $ | |||||
Dental (FSS) Active |
||||||
| Employee | $ | |||||
| Employee + 1 | $ | |||||
| Family | $ | |||||
MVP (Retirees Pre 65) |
||||||
| Employee | $ | |||||
| Employee + 1 | $ | |||||
| Family | $ | |||||
Additional Pricing
Hourly Rates for Services not specified or normally provided by Service Provider in the twelve
(12) month period prior to the Distribute Date but otherwise provided by Service Provider employees
(including but not limited to modification, consulting, exit strategy development, transition,
etc.) are documented below. The employee category is defined by Service Provider. The rates
documented below apply to Service Provider employees only, should external resources be required,
the costs for those external resources will be reviewed with the Service Recipient prior to
execution of the project.
Notwithstanding anything in the Agreement to the contrary, the following rates shall not be subject
to (a) the 4.5% increase for inflation in 2012 described in Section 2(a)(3) (but such rates shall
be subject to such increase in 2013) or (b) the 2% or 10% increases described in the proviso to
Section 2(a)(i) of the Agreement.
General Category of Employee
|
Hourly Rate | |||
1. Secretarial/Administrative
|
$ | 50.00 | ||
2. Non-Executive
|
$ | 100.00 | ||
3. Executive
|
$ | 150.00 | ||
5
SCHEDULE AB6
EPICOR 9 AND MFG PRO
EPICOR 9 AND MFG PRO
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxxxx Xxxxxx ITT Corporation |
Manager, Transition Management Office |
xxxxx.xxxxxx@xxx.xxx | ||||
| Xxx Xxxxxxxxxx Xylem Inc. |
RCW IT Director | xxx.xxxxxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Epicor 9 and MFG Pro Application Support Services for the
Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support Service Provider’s
business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum | ||||||||||||
| Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide Epicor 9 Application support required to support Enterprise Resource Planning (ERP) services: | ||||||||||||
• Access to
Epicor 9 Application
— Service Provider
will provide access
to application for
authorized service
receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
Service Provider
after receiving an
emailed Access
Request Form from the
Service Receiver,
will create new
application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
production
Interfaces, execute
batch jobs, assess
impact of failed
batch jobs, and
adjust schedule to
account for batch job
failures and delays.
Service Provider will
execute web server
and application
server configuration
changes, monitor and
maintain application
administration. The
lead-time required
for these activities
is one day.
|
Three Requests per Month | |||||||||||
IT-Epicor 9-01
|
Epicor 9 Application Support Services |
• Epicor 9
Application Support &
Maintenance —
Service Provider will
monitor incident
resolution requests,
and recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
|
12 | Cost plus 2% - 10% |
||||||||
• The Service
Provider after
receiving an emailed
Epicor 9 Modification
Request Form from the
Service Receiver,
will create or modify
for the Service
Receiver Crystal
Reports, Business
Process Management
(BPM) procedures,
Business Activity
Queries (BAQ),
Dashboard, User
Defined fields, and
or propose and create
an alternate solution
as necessary. A
lead-time of 4 days
is required for these
Program Change
Requests.
|
40 Hours per Month | |||||||||||
• The Service
Provider after
receiving an emailed
request will provide
training and
consulting on process
and Epicor 9 modules,
to the Service
Receivers users, as
needed and requested.
|
Two sessions per year, for 8 hours per session | |||||||||||
2
| Minimum | ||||||||||||
| Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
• Epicor 9
Application Database
Support — Service
Provider on receipt
of an emailed Service
Request Form, will
trouble shoot
database related
incidents,
maintain
database schema if
necessary, bounce
databases as
required, perform
data cleanup
activities as needed,
monitor and maintain,
and provide support
for all database
issues in test/dev
environments, archive
and truncate database
tables as required,
compact databases as
required, backup,
restore, compress,
and delete old log
files as needed, and
conduct scheduled
maintenance
activities.
|
Daily Backups are performed
One Restore per week |
|||||||||||
• The Service
Provider, after
receiving an emailed
Service Request Form
from the Service
Receiver, will create
or modify the
following: Progress
SQL database
interfaces,
Electronic Invoice
process, SQL
Reporting, and
Application tuning.
The lead-time for
these services will
be three weeks.
|
2 Service Requests per Month | |||||||||||
• Access to
SICAF Electronic
Invoicing for Epicor
9 Application —
Service Provider will
provide access to
application for
authorized service
receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
Service Provider
after receiving an
emailed Access
Request Form from the
Service Receiver,
will create new
application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays.
|
2 Service Requests per Month | |||||||||||
• SICAF
Electronic Invoicing
Application Support &
Maintenance —
Service Provider will
monitor incident
resolution requests,
and recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system.
The Service Provider
will utilize the
SICAF Vendor for all
activities to develop
solutions and
approach to address
break in application.
The SICAF Vendor will
implement fixes to
resolve break in
application. |
||||||||||||
3
| Minimum | ||||||||||||
| Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide MFG Pro Application support required to support Enterprise Resource Planning (ERP) services: | ||||||||||||
• Access to MFG
Pro Application —
Service Provider will
provide access to
application for
authorized service
receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
Service Provider
after receiving an
emailed Access
Request Form from the
Service Receiver,
will create new
application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
production
Interfaces, execute
batch jobs, assess
impact of failed
batch jobs, and
adjust schedule to
account for batch job
failures and delays.
Service Provider will
execute web server
and application
server configuration
changes, monitor and
maintain application
administration. The
lead-time required
for these activities
is one day.
|
One Request per Month | 3 | ||||||||||
IT-MFG Pro-01
|
MFG Pro Application Support Services |
• MFG Pro
Application Support &
Maintenance —
Service Provider will
monitor incident
resolution requests,
and recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. |
||||||||||
• MFG Pro
Application Database
Support — Service
Provider on receipt
of an emailed Service
Request Form, will
trouble shoot
database related
incidents, maintain
database schema if
necessary, bounce
databases as
required, perform
data cleanup
activities as needed,
monitor and maintain,
and provide support
for all database
issues in test/dev
environments, archive
and truncate database
tables as required,
compact databases as
required, backup,
restore, compress,
and delete old log
files as needed, and
conduct scheduled
maintenance
activities.
|
Daily Backups are performed
One Restore per Month |
|||||||||||
Note: The costs incurred by the Service Provider from a 3rd Party necessary to
troubleshoot, maintain or resolve failures in the systems environment for Epicor 9 will be
allocated evenly between the Service Provider and Service Receiver as an additional charge. All of
the costs incurred by the Service Provider from a 3rd Party necessary to troubleshoot,
maintain or resolve failures in the systems environment for MFG Pro will be passed on to the
Service Receiver as an additional charge.
4
Service Volumes Greater Than or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships
which require interface modifications or re-writes are not included as part of the scope of this
agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good
faith with regard to such modification. In the event modifications to the services provided are
required by law for only the Service Recipient and such modifications increase the cost for Service
Provider, Service Recipient that requires the modifications shall pay all the additional costs
including the costs for the other Service Recipients.
5
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-Epicor 9-03
|
Epicor 9 and MFG Pro Application Migration | • Support of
data extraction
requests from the
Service Receiver
|
Time and Materials Based on Additional Pricing Section | |||
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details |
||||||
| Service Provider will provide the following knowledge transfer services: | ||||||
IT-Epicor 9-04
|
Epicor 9 and MFG Pro Application Knowledge Transfer | • Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Epicor 9 and MFG Pro
Application and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to Epicor 9 and MFG Pro by Service Receiver not
mentioned in this Schedule or not included within the costs documented in this agreement, Service
Receiver will provide a discreet project request and submit such request to Service Provider using
the formalized Change Request attached as Annex A for consideration by Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
6
LOCATIONS
Services are initially provided from Tizayuca, Mexico, to sites in
Queteretaro and Mexico City, Mexico.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain the applications and interfaces documented in Attachment A. | |
| • | Service Receiver will maintain the current data delivery methodologies (e.g., FTP drop site/email) ensuring they are accessible and reachable to the Service Provider for the period of this TSA. | |
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | |
| • | Service Provider must keep the TSA Gateway active and accessible to the Service Receiver as needed for the period of this TSA. | |
| • | If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such classifications shall be
consistent with the priorities Service Provider set for itself as a recipient of services.
Support for Epicor 9 and MFG Pro will be provided Monday through Friday, 8:30am to 5:30pm Mexico
time. For emergencies Epicor 9 and MFG Pro support staff is available by contacting Xxxxxx Xxxxxx,
via his mobile phone.
All incidents will be handled and responded to as they have been during the 12 months prior to the
Distribution Date. In the event incidents cannot be resolved, Service Provider shall promptly
notify Service Receiver and work together to try and resolve such incidents.
7
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||
| USA | $75 | $100 | $125 | |||
| Greece | $35 | $46 | $58 | |||
| Mexico | $19 | $25 | $31 | |||
| Sweden | $75 | $100 | $125 |
8
ATTACHMENT A
| Interface Name | Business Purpose | Source System | Destination System | |||
| Service Provider’s Epicor 9 application will create 2 flat files, one containing Sales Order header and one with Sales Order detail information. | ||||||
Sales Orders
|
This interface is executed from a daily Batch schedule, and runs at 3am Daily. | Epicor 9 | Service Receiver | |||
| The flat files are transmitted with FTP to a Service Receiver’s FTP site. | ||||||
| Service Provider’s Epicor 9 application will generate 2 flat files, one containing Invoice header and one with Invoice detail information. | ||||||
Invoicing
|
This interface is executed from a daily Batch schedule, and runs at 3am Daily. | Epicor 9 | Service Receiver | |||
| The flat files are transmitted with FTP to a Service Receiver’s FTP site. |
9
Schedule AB7
ePrism
ePrism
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Vassilis Gerardos ITT Corporation |
Knowledge Management Supervisor, Athens Group |
xxxxxxx.xxxxxxxx@xxx.xxx | ||||
Xxxx Xxxxx Xylem Inc. |
eBusiness Manager ITT Residential & Commercial Water |
xxxx.xxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform ePrism Application Support Services for the Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support Service Provider’s
business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum Service | ||||||||||
| BAU Transaction | Period | |||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||
| Provide ePrism Application support services required to support Integrated Sales and Manufacturing, including a WEB based Sales and Manufacturing configuration capability set of services: | ||||||||||
• ePrism
Knowledge Engineering
— Service Provider,
after receiving a
service request from
the Service Receiver,
will update the
appropriate
information within
ePrism. |
||||||||||
• ePrism Data
and Curve Management
— Service Provider,
after receiving a
service request,
validated data, and
specifications will
maintain the
information within
ePrism.
|
350 Knowledge Engineer Hours per Month |
|||||||||
IT-ePrism-01
|
ePrism Application Support Services |
• ePrism
Application Support &
Maintenance —
Service Provider will
provide System
Administration
services to the
Service Receiver’s
ePrism application.
Service Provider will
provide Break/Fix
support and monitor
incident resolution
requests, and
recommend and
implement incident
resolution per the
Service Level
Agreement (SLA)
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. |
24* | “Cost plus 2% - 10%” | ||||||
The Service Provider
will only provide
modifications to the
Service Receiver’s
ePrism code in the
following situations
for the redesign and
modification of
existing products, as
listed in Attachment
A.
|
305 Programmer Hours per Month |
|||||||||
• The Service
Provider will perform
code changes to the
Service Receiver’s
ePrism code stream if
the Service Provider
determines it is
appropriate and
necessary to address
with Product Specific
Requests that have
been approved by the
Joint ePrism
Committee. |
||||||||||
The Service Provider
will deliver these
changes to the
Service Receiver in a
Quarterly release
cycle. |
| * | Beyond the minimum service period this agreement can be extended for another 12 months on a month-to-month basis |
Service Volumes Greater Than or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities
2
on a time and materials basis with respect to the one-time set-up fees. The table below will then
apply following the completion of the one-time set-up activities
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships
which require interface modifications or re-writes are not included as part of the scope of this
agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good
faith with regard to such modification. In the event modifications to the services provided are
required by law for only the Service Recipient and such modifications increase the cost for Service
Provider, Service Recipient that requires the modifications shall pay all the additional costs
including the costs for the other Service Recipients.
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-ePrism-02
|
ePrism Application Migration |
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | |||
IT-ePrism-03
|
ePrism Application Data Migration |
Service Provider will provide data and rule extraction services in a common understandable format to assist the Service Receiver to migrate from the ePrism application. | No Charge |
3
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will provide the following knowledge transfer services: | ||||||
IT-ePrism-04
|
ePrism Application Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
ePrism application
support services and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to ePrism by Service Receiver not mentioned in this
Schedule or not included within the costs documented in this agreement, Service Receiver will
provide a discreet project request and submit such request to Service Provider using the formalized
Change Request attached as Annex A for consideration by Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver. Service
Provider need not provide a price quote or perform the services. Where a price quote is provided,
Service Provider shall provide the service requested upon acceptance of the price.
LOCATIONS
Services are initially provided from Athens, Greece to global locations.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain applications and interfaces required for the services documented in this agreement. | |
| • | If Service Receiver sends inaccurate data to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. |
4
| • | Service Receiver must provide access to secure VPN for the Service Provider’s staff, required at all times, for the period of this TSA. | |
| • | Service Receiver must implement the necessary hardware and have the appropriate support personnel in place. | |
| • | Service Provider must complete the in-process ePrism enhancements and projects as specified in Attachment B, prior to the Distribution Date, or as determined by the Joint ePrism Committee. | |
| • | Service Receiver, on termination of this TSA, must and will remove all versions of the ePrism executable code from the Service Receiver’s environment, located on online or offline storage. Service Receiver will provide appropriate notification upon removal completion to Service Provider. | |
| • | Service Provider, on termination of this TSA, must and will remove all versions and copies of the Service Receiver’s versions of the ePrism executable code, data and rule information, located online or offline storage. Service Provider will provide appropriate notification upon removal completion to the Service Receiver. | |
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such classifications shall be
consistent with the priorities Service Provider set for itself as a recipient of services.
The Service Provider will provide support to the Service Receiver, 12 hours per day, 8:30 am to
8:30 pm Greece time, Monday through Friday except on Greek and U.S. holidays as appropriate.
In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver
and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be
5
required, the costs for those external resources will be reviewed with the Service Receiver prior
to execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
ATTACHMENT A
List of Existing Products/Models to be supported:
| 1. | Building Services |
| a. | Waste Water Products |
| b. | Water Supply |
| 2. | Vertical Turbine Products |
| a. | All Vertical Turbine Products for Water and Industrial Applications |
7
ATTACHMENT B
This is the list of ePrism Enhancements and Projects that will be completed by October 3,
2011, unless specifically noted otherwise. The actual release schedule for these enhancements will
be determined by the joint ePrism steering committee:
8
SCHEDULE AB8
ERP-LX & TANGO APPLICATION
INDIA
ERP-LX & TANGO APPLICATION
INDIA
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxxxx Xxxxxx ITT Corporation |
Manager, Transition Management Office |
xxxxx.xxxxxx@xxx.xxx | ||||
Xxx Xxxxxxxxxx Xylem Inc. |
RCW IT Director | xxx.xxxxxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform ERP-LX & Tango Application Support Services for Baroda, India
and Hong Kong for Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide hosting and ongoing application support for ERP-LX and Tango (Xxxxxxxx-Xxxxx Auditing) for Baroda, India and the Hong Kong Trading Company: | ||||||||||||
• Access to
ERP-LX &Tango
Applications —
Service Provider will
provide access to the
application for
authorized service
receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
Service Provider will
create new
application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes; and monitor
and maintain
application
administration. |
||||||||||||
IT-ERP- LX & Tango India -01 |
ERP-LX & Tango Application Support Services |
• ERP-LX &Tango
Support & Maintenance
— Service Provider
will monitor incident
resolution requests,
and recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. |
38 ERP-LX named users |
3 | Cost plus 2% – 10% | |||||||
• ERP-LX &
Tango Database
Support — Service
Provider will trouble
shoot database
related incidents,
maintain database
schema if necessary,
bounce databases as
required, perform
data cleanup
activities as needed,
monitor and provide
support for all
database issues in
test/dev
environments, archive
and truncate database
tables as required,
compact databases as
required, backup,
compress, and delete
old log files as
needed, and conduct
scheduled maintenance
activities. |
||||||||||||
• ERP-LX &
Tango Hosting
Services — Service
Provider will provide
hosting for ERP-LX
environment from
Seneca Falls Data
Center (SFDC).
|
||||||||||||
2
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships
which require interface modifications or re-writes are not included as part of the scope of this
agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good
faith with regard to such modification. In the event modifications to the services provided are
required by law for only the Service Recipient and such modifications increase the cost for Service
Provider, Service Recipient that requires the modifications shall pay all the additional costs
including the costs for the other Service Recipients.
3
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
• Support of
data extraction
requests from the
Service Receiver |
||||||
IT-ERP- LX & Tango India -02 |
ERP-LX & Tango Application Migration |
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | |||
| Service Provider will provide the following knowledge transfer services: | ||||||
IT-ERP- LX & Tango India -03 |
ERP-LX & Tango Application Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
ERP-LX and Tango
applications and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to ERP-LX & Tango Applications by Service Receiver
not mentioned in this Schedule or not included within the costs documented in this agreement,
Service Receiver will provide a discreet project request and submit such request to Service
Provider using the formalized Change Request attached as Annex A for consideration by Service
Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
4
LOCATIONS
Services are initially provided from Seneca Falls, NY, USA to Baroda,
India and Hong Kong.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| • | If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Service Receiver must have eLogia System active and maintained for the duration this agreement is in effect. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set
for itself as a recipient of services. Incidents classified using this
methodology will be triaged as documented in Attachment B.
In the event incidents cannot be resolved, Service Provider shall promptly
notify Service Receiver and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year.
These rates apply to internal Service Provider employees only, and should external resources be
required, the costs for those external resources will be reviewed with the Service Receiver prior
to execution of the project.
5
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
ATTACHMENT A
| Interface Name | Program Name | Business Purpose | Owner | Source | Destination | Frequency | ||||||
eLogia
|
ORDZ761C | Perform product configuration |
Water Co. | Wintel Emmaboda | iSeries Emmaboda | Continuous | ||||||
ePrism
|
ORD789 | Perform product configuration |
ITT Co. | Wintel ITT Co. | iSeries Emmaboda | Continuous | ||||||
Supplier Portal
|
PUR500 | Issue Purchase Orders via a Portal |
Water Co. | Wintel Emmaboda | iSeries Emmaboda | Continuous | ||||||
Supplier Portal
|
PUR500 | Issue Purchase Orders via a Portal |
Water Co. | iSeries Emmaboda | Wintel Emmaboda | Continuous | ||||||
7
ATTACHMENT B
Production Support Break Fix Service Level Agreement
Production Support Break Fix Service Level Agreement
A Remedy help desk request must be entered for each incident. For Urgent incidents, a phone call
may also be initiated directly to the Service Provider’s Support Team. The primary support number
for North America is x0-000-000-0000 (available 24 hours/day) and the secondary support number is
+ (available 8:00 AM — 5:00 PM Eastern Time, Monday through Friday). All support
calls will be returned within 15 minutes.
| Severity | Description | Resolution | ||
Urgent
|
Service Receiver is unable to enter orders or ship product. No work around is available for the issue. | Service Provider will provide a work around or permanent solution within four (4) hours for 95% of these incidents. | ||
High
|
Service Receiver is able to enter orders and ship product, but in a degraded mode and productivity is seriously impacted. | Service Provider will provide a work around or permanent solution within two (2) working days for 95% of these incidents. | ||
Medium
|
Service Receiver is able to function normally with minor impact from problem. | Service Provider will provide a permanent solution within five (5) working days for 95% of these incidents. | ||
Low
|
Service Receiver is able to function normally. Issue is an inconvenience. | Service Provider will provide a permanent solution within 30 working days for 95% of these issues. |
8
SCHEDULE AB9
XxXXX.XXX APPLICATION
XxXXX.XXX APPLICATION
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxx Xxxx ITT Corporation |
Manager , Web, Social Media & Collaboration Solutions |
xxx.xxxx@xxx.xxx | ||||
Xxxx Xxxxxxxxxx Xylem Inc. |
Director, Corporate IT & Collaboration COE |
xxxx.xxxxxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform xxXXX.xxx Portal Application Support Services for Service
Receiver.
Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
The Service Receiver may request changes or enhancements to such systems and the Service Provider
shall implement those changes provided (i) such changes or enhancements do not materially and
negatively impact the Service Provider (acting as a service recipient) or any other service
receiver, (ii) Service Receiver agrees to pay for such changes or enhancements in accordance with
the pricing schedule below, (iii) such changes do not increase the ongoing operating costs for the
Service Provider (as a service recipient) or any other service receiver and (iv) Service Provider,
in its discretion, deems that it is capable of making such changes with its current staff during
the time period requested without interrupting the Services provided to itself or any other service
receiver. Notwithstanding the forgoing, Service Provider is required to make any changes required
by law.
1
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
| Minimum Service | ||||||||||
| Period | ||||||||||
| Service # | Service Name | Description of Service | Transaction Volume | (in mo.) | Service Charge | |||||
| Provide hosting and ongoing xxXXX.xxx application support: | ||||||||||
• Access to
xxXXX.xxx Application
— Service Provider
will use help desk
tickets from Service
Receiver and provide
access to xxXXX.xxx
application for an
unlimited number of
authorized Service
Receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
One business day is
required to respond
to the ticket after
receiving the
request. |
||||||||||
IT- xxXXX.xxx
Portal-01
|
xxXXX.xxx Maintenance Support Services | • xxXXX.xxx
Support & Maintenance
— Service Provider
will use help desk
tickets from Service
Receiver to support
closing the help
ticket within 1
business day of
request. Service
Provider will monitor
incident resolution
requests, and
recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
|
40calls/month | 3 | Cost plus 2% - 10% |
Services that will not be provided as part of this agreement are:
| • | Creating new sites (on xxXXX.xxx) | |
| • | Updating functionality in existing sites | |
| • | Updating functionality or providing support on sites migrated to Connect beyond initial functionally ported over from xxXXX.xxx |
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities
2
on a time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented in this agreement | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
•
Support of
data extraction
requests from the
Service Receiver or
third parties
authorized to act on
behalf of the Service
Receiver |
||||||
IT- xxXXX.xxx
Portal-02 |
xxXXX.xxx Migration | •
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, functional
data mapping, and
impacts of design
decisions
|
Time and Materials Based on Additional Pricing Section | |||
• Service
Provider will support
Service Receiver or
third parties
authorized to act on
behalf of Service
Receiver in project
managing the
xxXXX.xxx site
migration |
||||||
| Service Provider will provide the following knowledge transfer services: | ||||||
IT- xxXXX.xxx
Portal-03 |
xxXXX.xxx Knowledge Transfer | • Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to myITT
services
|
Time and Materials Based on Additional Pricing Section |
3
Supplemental Services
For requests for supplemental services relating to myITT Applications by Service Receiver not
mentioned in this Schedule or not included within the costs documented in this agreement, Service
Receiver will provide a discreet project request and submit such request to Service Provider using
the formalized Change Request attached as Annex A for consideration by Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver. Service
Provider need not provide a price quote or perform the services. Where a price quote is provided,
Service Provider shall provide the service requested upon acceptance of the price.
LOCATIONS
Services are initially provided from Seneca Falls, NY, USA and White
Plains, NY, USA and by on-shore and off-shore consultants to global
participants.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain site, content and applications within the Oracle Webcenter Interaction Suite (formerly Plumtree) and interfaces to AD domains. | ||
| • | Service Receiver, in a separate independent agreement, must have project management, migration architect, developer etc. services active with Avanade for the period of time to complete the migration project. | ||
| • | Service Receiver will use its resources to support migration services for data clean up, testing and cleaning in a timely manner. | ||
| • | If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. |
4
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
SERVICE LEVEL
| Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A. |
In the event incidents cannot be resolve in the time outlined in Attachment A,
Service Provider shall promptly notify Service Receiver and work together to
try and resolve such incidents.
ADDITIONAL PRICING
In addition to the costs specifically set forth above, Service Receiver shall also pay
commercially reasonable business travel expenses relating to the Services.
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but
not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
5
ATTACHMENT A
| Scenario | Response Time | Description | ||
Non-Critical Remedy
ticket assignment on
Weekdays during Business
hours
|
3 Hrs. | Ticket will be picked-up or assigned to one of the team members within 3 hrs. | ||
Critical Remedy ticket
assignment on Weekdays
during Business hours
|
1 Hr. | Ticket will be picked-up or assigned to one of the team members within 1 hr. | ||
Non-Critical Remedy
ticket assignment on
Weekdays during
off-hours
|
Next Business Day | Ticket will be picked-up or assigned to one of the team members on Next Business Day | ||
Critical Remedy ticket
assignment on Weekdays
during off-hours
|
2 Hr. | Ticket will be picked-up or assigned to one of the team members within 2 hr. | ||
Non-Critical Remedy
ticket assignment on
Weekends and Holidays
|
Next Business Day | Ticket will be picked-up or assigned to one of the team members on Next Business Day | ||
Critical Remedy ticket
assignment on Weekends
and Holidays
|
2 Hr. | Ticket will be picked-up or assigned to one of the team members within 2 hr. |
| Note: | ||
| 1. | Business hours are 8:00 am — 5:00 pm ET | |
| 2. | Critical Incident — The portal is completely down or inaccessible | |
| 3. | Non-Critical Incident — All incidents which are not classified as critical as defined in this agreement |
6
SCHEDULE AB10
P2P DELIVERY ENVIRONMENT
P2P DELIVERY ENVIRONMENT
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxx Xxxxxxxx ITT Corporation |
Director, Information Technology Financial Shared Services | xxx.xxxxxxxx@xxxxxxx.xxx | ||||
Xxx Xxxxxxxxxx
Xylem Inc.
|
RCW IT Director | xxx.xxxxxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Purchase-to-Pay (P2P) Delivery Environment Application Support
Services for the Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support Service Provider’s
business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide application support services for P2P Delivery Environment, which consists of SAP, Vendor Portal, Taxware, OpenText, and Interface Infrastructure MQ and XI (MQ support is only on Provider’s MQ): | ||||||||||||
• Access to P2P
Delivery Environment
— Service Provider
will provide access
to applications
through user request
form(s) submitted by
Service Receiver via
Service Provider P2P
Help Desk tickets for
authorized service
receiver users.
Service Provider will
maintain and reset
SAP user passwords
and application
security through
Provider P2P Help
Desk requests. ,
Service Provider will
monitor and restrict
unauthorized access
to source code and
data. User
add/update/delete
requests will be
completed within
three (3) business
days of receipt of
complete, approved
form. |
||||||||||||
IT-P2P-01
|
P2P Delivery Environment Application Support Services |
• P2P Delivery
Environment Support &
Maintenance —
Service Provider will
monitor incident
resolution requests;
and recommend and
implement incident
resolution. Service
Provider will
identify and
communicate breaks in
application, develop
solution to address
break, and implement
fixes to resolve
break. Service
Provide reserves the
right to charge time
and material for a
Service Receiver
initiated break which
requires greater than
8 hours to resolve.
Service Provider will
maintain production
batch schedule,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes; and monitor
and maintain
application
administration.
Service Provider will
provide SAP Basis
support, development
support for the P2P
Delivery Environment,
and configuration
management in support
of business as usual
activities (excludes
enhancement requests
by Service Receiver).
Requests for support
and maintenance will
be submitted and
tracked via Service
Provider Help Desk
ticket. |
219 SAP Users 122,741 Invoice Postings per Year 64,008 New Purchase Orders Created per Year |
18 | “Cost plus 2% - 10%” | |||||||
Service Provider will
publish scheduled
down time which will
allow for normal
maintenance of the
P2P environment
including operating
system upgrades;
database maintenance,
and other tasks
required in order to
keep environment
running efficiently.
Ad-Hoc down time will
be communicated to
Service Receiver with
72 hours advance
notice where
possible. |
||||||||||||
• P2P Delivery
Environment Testing
Support — Support of
Receiver requested
testing cycles are
included in services
during the TSA with
the following
exceptions to be
treated as
supplemental services
and charged via Time
and Materials Based
on Additional Pricing
Section: |
||||||||||||
2
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
• Testing requiring a
client refresh more
than twice a year.
|
||||||||||||
• Testing requiring
run and verification
of a full month-end
close where Provider
and Receiver aren’t
in consensus that the
change has an impact
to month-end close. |
||||||||||||
• SAP Shared
Services Application
Master Programs,
Tables and Data
Maintenance — The
Service Provider
reserves the right to
be the sole owner and
administrator of
Master Programs,
Tables, Data, and
Application Security
and Access controls
will as necessary get
joint approval from
all Service Receivers
for those proposed
changes that will
impact another
Service Receiver. |
||||||||||||
In addition, the
Provider will provide
the following
services: Complete
SAP Month End jobs
and reports to
support postings
(Vendor Banking
Approvals).
|
||||||||||||
Service Volumes Greater Than or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 3% (such activity, including any such 3% deviation, “Business
as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate
Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and
materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party
3
relationships which require interface modifications or re-writes are not included as part of the
scope of this agreement. Should the Service Receiver require such changes, Parties agree to
negotiate in good faith with regard to such modification. In the event modifications to the
services provided are required by law for only the Service Recipient and such modifications
increase the cost for Service Provider, Service Recipient that requires the modifications shall pay
all the additional costs including the costs for the other Service Recipients.
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
• Support of
data extraction
requests from the
Service Receiver |
||||||
IT-P2P-02
|
P2P Delivery Environment Migration |
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | |||
| Service Provider will provide the following knowledge transfer services: | ||||||
IT-P2P-03
|
P2P Delivery Environment Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the P2P
Delivery Environment
and related
interfaces
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to P2P Delivery Environment by Service Receiver not
mentioned in this Schedule or not included within the costs documented in this agreement, Service
Receiver will provide a discreet project request and submit such request to Service Provider using
the formalized Change Request attached as Annex A for consideration by Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing
4
operating costs for Service Provider (as a service recipient) or any other service receiver or (ii)
that it is not capable of making such changes with its current staff during the time period
requested without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
LOCATIONS
Services are initially provided from Seneca Falls, NY, USA to other USA and
Canada locations.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain the interfaces documented in Attachment A. | |
| • | If Service Receiver, or the Service Receiver’s Supplier(s), provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | |
| • | Service Receiver must have one of following the ERP systems active and maintained along with associated interfaces for the duration this agreement is in effect: Business Planning and Control System (BPCS), and PRMS. | |
| • | Service Receiver must have MQ Series active and maintained for the duration this agreement is in effect. | |
| • | Service Receiver must submit requests, into the Service Provider’s P2P Help Desk system. | |
| • | Service Receiver will support testing as required for changes implemented by Service Provider. | |
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
5
SERVICE LEVEL
| Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. |
| The P2P Delivery Environment scheduled downtime will be Mondays and Tuesdays from 10:00 PM to 3:30 AM ET and Sundays from 1:00 AM to 8:00 AM ET. |
Service Provider P2P Help Desk support is available 8:00 AM — 5:00 PM ET Monday through Friday
except for holidays. Items are assessed for priority within one (1) hour of receipt. Barring
circumstances outside of Service Provider’s control, urgent priority items are addressed within one
(1) hour. High priority items will be responded to within one (1) business day and medium priority
within two (2) business days. Priority is assessed by the helpdesk staff with direction from
Service Receiver.
In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver
and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
ATTACHMENT A
| Interface Name | Business Purpose | Source | Destination | Frequency | ||||
Vendor
|
Central Vendor Master Maintenance | Service Provider | Service Receiver | Real-time | ||||
Purchase Order
|
Purchase Order add, change, delete | Service Receiver | Service Provider | Real-time | ||||
Receipts
|
Receipt posting and reversals | Service Receiver | Service Provider | Real-time | ||||
Invoice Posting
|
Invoice posting and reversals | Service Provider | Service Receiver | Real-time | ||||
Invoice Payment
|
Payment posting and reversals | Service Provider | Service Receiver | Real-time | ||||
| Month End Reconciliation: | ||||||||
ME_APRECLS
|
ME A/P trade reclass | Service Provider | Service Receiver | Month End | ||||
ME_FCREVAL
|
ME Foreign Currency revaluation | Service Provider | Service Receiver | Month End | ||||
ME_HCR
|
ME Headquarter cash reclearing | Service Provider | Service Receiver | Month End | ||||
ME_ICRECFX
|
MW Intercompany FX reclass | Service Provider | Service Receiver | Month End | ||||
ME_ICRECLS
|
ME Intercompany Payables reclass | Service Provider | Service Receiver | Month End | ||||
ME_OCR
|
ME Uncleared Cash reclass | Service Provider | Service Receiver | Month End | ||||
ME_SMLDIFF
|
ME Small Difference balancing | Service Provider | Service Receiver | Month End | ||||
ME_SSF
|
ME Shared Service Fee - 2PP | Service Provider | Service Receiver | Month End | ||||
ME_SSFEBUY
|
ME Shared Service Fee — eBuyITT | Service Provider | Service Receiver | Month End | ||||
ME_TAXRCLS
|
ME Sales & Use tax reclass (for self-assessed tax) | Service Provider | Service Receiver | Month End | ||||
ME_VDPFX
|
MW Vendor down payment | Service Provider | Service Receiver | Month End | ||||
7
SCHEDULE AB11
PRMS SHARED SERVICES AND ERP
APPLICATION SUPPORT
PRMS SHARED SERVICES AND ERP
APPLICATION SUPPORT
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
PRMS Shared Services |
||||||
Xxx Xxxxxxxx ITT Corporation |
Director, Information Technology Financial Shared Services |
xxx.xxxxxxxx@xxxxxxx.xxx | ||||
Xxxxxxxx Xxxxx Xylem Inc. |
RCW Controller | xxxxxxxx.xxxxx@xxx.xxx | ||||
PRMS ERP Services |
||||||
Xxxxx Xxxxxx ITT Corporation |
Manager, Transition Management Office |
xxxxx.xxxxxx@xxx.xxx | ||||
Xxx Xxxxxxxxxx
Xylem Inc.
|
RCW IT Director | xxx.xxxxxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will provide PRMS Shared Services and ERP Application Support Services for
Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
1
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide PRMS Shared Services Application Support services e.g., Customer Master, Accounts Receivable (AR), General Ledger (GL), Cash Application, and Order Release: | ||||||||||||
IT-PRMS-01
|
PRMS Shared Services Application Support Services |
• Access to PRMS Shared Services Application
— Service Provider will provide access to
application for authorized Service Receiver per the
security guidelines outlined in the Master Services
Agreement. Service Provider will receive the PRMS
Shared Services Application User Access forms and
menu sets from Service Receiver to update menu sets
and user profiles; Service Provider will provide
periodic SOX access reports to allow Service
Receiver to conduct internal SOX user access
compliance certifications. Service Provider will
create new application and database users
pre-approved by Service Recipient, maintain
application and database passwords, maintain
application and database security to meet security
and controls guidelines identified in Master
Services Agreement, as well as monitor and restrict
unauthorized access to source code and data.
Security access will need a five day lead time, and
the SOX access reports will be performed no more
than twice a year. |
15 new or modified Users per Month |
18 | Cost plus 2% - 10% | |||||||
• Access to PRMS Shared Services AutoClear —
Service Provider will provide access to application
for authorized Service Receiver per the security
guidelines outlined in the Master Services
Agreement. Service Provider will use the PRMS Shared
Services AutoClear user access forms and menu sets
from Service Receiver to update menu sets and user
profiles; Service Provider will provide periodic SOX
access reports to allow Service Receiver to conduct
internal SOX user access compliance certifications.
Service Provider will create new application and
database users pre-approved by Service Recipient,
maintain application and database passwords,
maintain application and database security to meet
security and controls guidelines identified in
Master Services Agreement, as well as monitor and
restrict unauthorized access to source code and
data. Security access will need a five day lead
time, and the SOX access reports will be performed
no more than twice a year.
|
||||||||||||
2
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
• PRMS Shared Services Application Support &
Maintenance — Service Provider will monitor Help
Desk incident resolution requests from the Service
Receiver, and recommend and implement incident
resolution per the SLA outlined in the Service Level
section of this agreement. Service Provider will
receive Help Desk ticket from Service Receiver to
update applications and ensure regulatory and
security compliance. Service Provider will identify
and communicate breaks in application discovered by
automated or monitoring system, develop solution and
approach to address break in application, and
implement fixes to resolve break in application.
Service Provider will maintain production batch
schedule, execute batch jobs, assess impact of
failed batch jobs, and adjust schedule to account
for batch job failures and delays. Service Provider
will execute web server and application server
configuration changes, monitor and maintain
application administration Robot and CL programs. |
||||||||||||
• PRMS Shared Services Application Master
Programs, Tables and Data Maintenance — The Service
Provider reserves the right to be the sole owner and
modifier of PRMS Master Programs, Tables and Data.
The Service Provider on receiving a Help Desk Master
Data change ticket form from the Service Receiver
will as necessary get joint approval from all
Service Receivers for those proposed changes that
will impact another Service Receiver, and then
maintain the PRMS Master Programs, Tables and Data
appropriately. |
||||||||||||
• PRMS Shared Services Database Support —
Service Provider’s IT staff and data center will
monitor incident resolution requests, and recommend
and implement incident resolution per the SLA
outlined in the Service Level section of this
agreement. Service Provider will identify and
communicate breaks in application discovered by
automated or monitoring system, develop solution and
approach to address break in application, and
implement fixes to resolve break in application. |
||||||||||||
• PRMS Shared Service Application Capacity
Management — The Service Provider will monitor the
environment and make recommendations for capacity
changes to the Service Receiver as necessary. |
||||||||||||
IT-PRMS-02
|
PRMS ERP Application Support Services |
Provide PRMS ERP Support services e.g. Materials Resource Planning (MRP), Enterprise Resource Planning (ERP), Order Processing and Invoicing, Debit and Credit Memo, Inventory, Forecasting, Purchasing and Receiving, Costing and Shipping and Manufacturing Operations: | ||||||||||
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| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
• Access to PRMS ERP Application — Service
Provider will provide access to application for
authorized Service Receiver per the security
guidelines outlined in the Master Services
Agreement. Service Provider will use the PRMS Shared
Services Application user access forms and menu sets
from Service Receiver to update menu sets and user
profiles; Service Provider will provide periodic SOX
access reports to allow Service Receiver to conduct
internal SOX user access compliance certifications.
Service Provider will create new application and
database users pre-approved by Service Recipient,
maintain application and database passwords,
maintain application and database security to meet
security and controls guidelines identified in
Master Services Agreement, as well as monitor and
restrict unauthorized access to source code and
data. Security access will need a five day lead
time, and the SOX access reports will be performed
no more than twice a year.
|
25 new or modified Users per Month |
9 | Cost plus 2% - 10% | |||||||||
• PRMS ERP Support & Maintenance — Service
Provider will monitor Help Desk incident resolution
requests from the Service Receiver, and recommend
and implement incident resolution per the SLA
outlined in the Service Level section of this
agreement. Service Provider will address all things
other than Applications incidents, identify and
communicate breaks in application discovered by
automated or monitoring system, develop solution and
approach to address break in application, and
implement fixes to resolve break in application.
Service Provider will maintain production batch
schedule, execute batch jobs, notification of failed
batch jobs, and adjust schedule to account for batch
job failures and delays. Service Provider will
execute web server and application server
configuration changes, monitor and maintain
application administration Robot and CL programs.
|
||||||||||||
• The Service Provider after receiving Help Desk
production control requests and tested objects from
the Service Receiver will move the tested objects
into the PRMS ERP production environment. Should
the object fail in the process of being moved into
production, the Service Provider will work with the
Service Receiver to triage and troubleshoot the
issues, and move the corrected objects into the PRMS
ERP production environment. |
||||||||||||
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| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
• PRMS ERP Operating System and Database
Support — Service Provider will monitor incident
resolution requests, and recommend and implement
incident resolution per the SLA outlined in the
Service Level section of this agreement. Service
Provider will identify and communicate breaks in OS
discovered by automated or monitoring system,
develop solution and approach to address break in
OS, and implement fixes to resolve break in OS. The
Service Provider on receiving Help Desk service
requests from the Service Receiver will perform the
following: |
||||||||||||
| • Create, add files to and Manage Journals | ||||||||||||
| • Perform program and database backups | ||||||||||||
| • Perform program and database restores | ||||||||||||
| • Reorganize Files | ||||||||||||
| • Create and add to Data Mirrors | ||||||||||||
• PRMS ERP Capacity Management — The Service
Provider will monitor the environment and make
recommendations for capacity changes to the Service
Receiver as necessary. |
||||||||||||
Service Volumes Greater Than or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
Service Provider will actively monitor CPU and storage utilization of AS400 based applications in
the Seneca Falls Data Center. Costs associated with increasing capacity of CPU and Storage within
the AS400 environment will be split and allocated to each AS400 based applications by the Service
Provider and an applicable portion of costs borne by the Service Receiver. Service Provider is
required to provide Service Receiver with 30 days prior notice in advance of any increases in costs
related to incremental allocation of CPU and storage costs.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume greater or less than BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships
which require interface modifications or re-writes are not included as part of the scope of this
5
agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good
faith with regard to such modification. In the event modifications to the services provided are
required by law for only the Service Recipient and such modifications increase the cost for Service
Provider, Service Recipient that requires the modifications shall pay all the additional costs
including the costs for the other Service Recipients.
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | ||||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | |||||||
• Support of
data extraction
requests from the
Service Receiver |
|||||||
IT-PRMS-03
|
PRMS Application Migration |
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | ||||
| Service Provider will provide the following knowledge transfer services: | |||||||
IT-PRMS-04
|
PRMS Application Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
PRMS Shared Services
Application and
related interfaces
|
Time and Materials Based on Additional Pricing Section | ||||
Supplemental Services
For requests for supplemental services relating to PRMS Application by Service Receiver not
mentioned in this Schedule, Service Receiver will provide a discreet project request and submit
such request to Service Provider using the formalized Change Request attached as Annex A for
consideration by Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently
engaged in at the time of the request, but not later than 30 days after the request was made. If
6
Service Provider, in its sole discretion determines (i) such request would increase the ongoing
operating costs for Service Provider (as a service recipient) or any other service receiver or (ii)
that it is not capable of making such changes with its current staff during the time period
requested without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
LOCATIONS
Services are initially provided from Seneca Falls, NY, USA to global locations.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will for the period of this TSA, maintain and have active the applications and interfaces documented in Attachment A. |
| • | If Service Receiver, or the Service Receiver’s Supplier(s), sends inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. |
| • | Service Receiver must have bank accounts in place prior to the Distribution Date. Changes or new bank accounts must be communicated to Service Provider and completed on a time and materials basis. |
| • | Service Receiver must have DDM, FTP, GetPaid and Xxxxxx.xxx Applications active and maintained for the duration this agreement is in effect. |
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
| • | Service Receiver, in a separate and independent agreement, must have Websphere MQ systems active and maintained with the correct interfaces and data feeds to the Supplier Portal by the Service Receiver for the period of time in which this agreement is in effect. |
| • | Service Receiver must have Elogia, system active and maintained for the duration this agreement is in effect. |
| • | Service Receiver must have Electronic Data Interchange (EDI) active and maintained during the period in which this agreement is in effect. |
7
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such classifications shall be
consistent with the priorities Service Provider set for itself as a recipient of services.
Incidents classified using this methodology will be triaged as documented in Attachment B.
In the event incidents cannot be resolved in the time outlined in Attachment B, Service Provider
shall promptly notify Service Receiver and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
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ATTACHMENT A
| Interface Name | Business Purpose | Source | Destination | Frequency | ||||
Credit Held Orders
|
Credit held orders for review and release (approval) by FSS | VC ERP System(s) | PRMS Shared Services Application |
Real-Time | ||||
Order Value Synchronization |
Weekly open order value synchronization with VC’s to re-compute credit values | VC ERP System(s) | PRMS Shared Services Application |
Real-Time Weekly |
||||
Invoices
|
Invoice posting and reversals | VC ERP System(s) | PRMS Shared Services Application |
Daily | ||||
Customer
|
Central customer master administration | PRMS Shared Services Application |
VC ERP System(s) | Real-Time | ||||
Credit Values
|
Central credit administration (gross$, open orders, net available$) | PRMS Shared Services Application | VC ERP System(s) | Real-Time | ||||
Credit Held Orders
Released
|
Release (approval) to ship previously credit held order | PRMS Shared Services Application | VC ERP System(s) | Real-Time |
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ATTACHMENT B
| COST & SERVICE METRICS | TARGET PERFORMANCE | |
System Availability — Percentage of hours the Seneca
Falls (SFDC) administered AS/400 processors were available
during production workdays for both batch and interactive
utilization, Monday through Saturday, 24 hours per day.
|
99.90% | |
Interactive Service Availability — Percentage of hours
the Seneca Falls (SFDC) administered AS/400 processors were
available during production workdays for interactive
utilization; Monday through Friday ( 20 hours per day ) and
Saturday ( 14 hours per day ).
|
99.90% | |
| 85.0% < Day | ||
| 90.0% < Days | ||
| 95.0% < Days | ||
iSeries Service Requests — 1) Running Robot Jobs 2) Requesting a Restore 3) Running Batch Jobs 4) Requesting a File Copy 5) Printing/ Re-Printing Reports 6) Permission to use EZVIEW and Query Commands 7) Requesting a Back Up 8) New printer configurations |
Service Commitment: Service requests are processed Monday through Friday between the hours of 6:00 AM to 9:00 PM (EST). Response Time is measured from the time the request is received and logged in at the Seneca Falls Data Center (SFDC). Turn around for ROBOT jobs is 2 weeks. No production changes will be made from the Wednesday before M/E until M/E processing is complete. No production changes will be made in December. | |
| 98.0% < Days | ||
| 99.0% < Days | ||
| 100.0% < Days | ||
iSeries User Profile Requests — 1) Create new user accounts or 2) Change a current user account or 3) Deactivate a user account on the Seneca Falls AS/400’s. |
Service Commitment: Service requests are processed Monday through Friday between the hours of 6:00 AM to 9:00 PM (EST). Response Time is measured from the time the request is received and logged in at the Seneca Falls Data Center (SFDC). Turn around time for user profiles is 3 business days |
Note: Service Level Objectives/Targets are measured during the following service window:
6:00 AM to 2:00 AM (EST) ; Monday through Friday
6:00 AM to 8:00 PM (EST) ; Saturday
10
Need More Information?
Points of Contents
| Xxxx Xxxxxxxx | ||||||
| Datacenter Services, | ||||||
| Name | Chief of Technology | Supervisor Name | TBD | |||
Telephone Number
|
Telephone Number | |||||
Email Address
|
xxxx.xxxxxxxx@xxx.xxx | Email Address | ||||
Customer Info Link |
11
SCHEDULE AB12
POST SPIN HYPERCARE
POST SPIN HYPERCARE
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxxxx Xxxxxxxx ITT Corporation |
Chief Information Officer | xxxxx.xxxxxxxx@xxx.xxx | ||||
Xxxxx Xxxxx Xylem Inc. |
Chief Information Officer | xxxxx.xxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Post Spin Hypercare Support Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum | |||||||||||||
| BAU | Service | ||||||||||||
| Service | Transaction | Period | Service | ||||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | ||||||||
| Provide Post Spin Hypercare support services: | |||||||||||||
| Facility Shutdown Services – Service Provider will provide Service Receiver with Facility Shutdown services that include: | |||||||||||||
• Disposition of network and computer assets |
|||||||||||||
• Disposition of furniture and miscellaneous
equipment; boxing of HR files, ITT logo, posters, etc. |
|||||||||||||
• Maintain working environment for remaining
employees |
|||||||||||||
• Control the activation and deactivation of
access cards |
|||||||||||||
• Close all third party contracts with vendors,
such as food, vending machines, cable, printers,
cleaning, etc. |
|||||||||||||
| Program Shutdown Services – Service Provider will provide Service Receiver with Program Shutdown services that include: | |||||||||||||
IT-Hypercare-01
|
Hypercare Support Services |
• Crisis management for final cutover, to ensure
all projects go live on spin date
|
3 * | Cost plus 2% - 10% | |||||||||
• Command center support and ramp down |
|||||||||||||
• Access to TPMO and IT-SS Connect sites through
ITT Co. Active Directory and VPN accounts for up to 20
people |
|||||||||||||
| Financial Support Services –Service Provider will provide Service Receiver with financial support services that include: | |||||||||||||
• Purchase Order (invoice payment) and Contract
management for suppliers assisting with separation
|
|||||||||||||
Miscellaneous Support Services – Service Provider will
provide Service Receiver with supplemental and
miscellaneous project support services that include: |
|||||||||||||
• Project management, strategy development,
infrastructure consulting, etc. Prioritization and
resource allocation for these services will be jointly
agreed to by CIOs. |
|||||||||||||
| All requests for support will be directed to and coordinated through Xxxxx Xxxxx. | |||||||||||||
| * | TSA duration will end on 12/31/2011 regardless of actual spin-date. | |
| ** | Costs represent salary expense (no retention or severance) and additional facility charges for the Hanover location. |
2
LOCATIONS
Services are initially provided from Hanover, MD, USA to other USA locations.
PREREQUISITES/DEPENDENCIES
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| • | Travel and expenses will be paid by the requesting organization. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set
for itself as a recipient of services.
In the event incidents cannot be resolved, Service Provider shall promptly
notify Service Receiver and work together to try and resolve such incidents.
3
SCHEDULE AB13
SERVICES TSA SCHEDULE FOR
MEXICO
SERVICES TSA SCHEDULE FOR
MEXICO
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Service Provider Aracili Europa Service Recipient Xxxx Xxxxxxxx |
Controller IP Mexico Bombas Goulds de Mèxico, S. de X.X. de C.V Controller, WWW Mexico ITT Water Technology Mexico, S. de X.X. de C.V. |
|
Xxxxxxx.xxxxxx@xxxxxxx.xxx Xxxx.Xxxxxxxx@xxxxxxxxxxxxxxx.xxx |
PARTIES TO THE AGREEMENT
| 1. | Service Provider — Bombas Goulds de Mèxico , S. de X.X. de C.V | |
| 2. | Service Recipient — ITT Water Technology Mexico, S. de X.X. de C.V. |
GENERAL SERVICE DESCRIPTION
| 1. | Finance & Accounting Services | |
| 2. | Payroll Services | |
| 3. | Accounts Payables Services | |
| 4. | Billing and Accounts Receivables Services | |
| 5. | Cost Accounting Services |
TERM AND OPTION
| 1. | Minimum Service Period — 9 months — Commencing on the Distribution Date | |
| 2. | The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Mexico (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2 of the Agreement. | |
| 3. | Service Recipient shall have the option to renew at 1.10 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period. | |
| 4. | Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 3 months with 2 months advance written notice to the Service Provider |
J-1
SERVICES TO BE PROVIDED
| 1. | Finance and accounting services |
| a. | Maintain general ledger and chart of accounts | ||
| b. | Reconcile balance sheet accounts at a minimum of once per quarter | ||
| c. | Reconcile Service Recipient legal entity bank accounts a minimum of once a month | ||
| d. | Close books and prepare local financial statements monthly on a timely basis |
| i. | US GAAP financial statements will be prepared as required by the Mexican Government | ||
| ii. | Prepare all required JV’s required to close the books on a monthly basis | ||
| iii. | File required local statutory financial statements with the authorities in a timely manner | ||
| iv. | File required US GAAP financial statements (P&L and Balance Sheet) in both local currency and on a US FAS 52 basis with the Service Recipient’s parent company by the 1st Monday after the closing date |
| e. | Request cash when needed from the Service Recipient’s parent company in order to support business activities | ||
| f. | Analyze cash requirements at a minimum of once per month and allocate funds to bank accounts (vendor invoices / purchase orders, payroll, tax payments, customer receipts, special unusual items) | ||
| g. | Perform all bank account related maintenance (signatory changes, relationship management etc) | ||
| h. | Prepare, file and pay (provided Service Recipient has made available to Service Provider sufficient funds) all required local statutory tax returns (including but not limited to income tax, sales tax, VAT, GST, payroll related, social security, housing, property taxes). Provide information to Service Recipient’ tax advisor in this regard. | ||
| i. | Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis | ||
| j. | Fixed Asset accounting |
| i. | Maintain detailed fixed asset subsidiary ledger and reconcile to general ledger |
| k. | Provide required support to Service Recipient’s internal & external auditors | ||
| l. | Provide required support for government audits | ||
| m. | Respond to special requests from service recipients legal advisors | ||
| n. | Prepare monthly financial forecasts | ||
| o. | Prepare annual budget, strategic plan, and operating plan financial statements | ||
| p. | Prepare required business review meeting materials on a monthly basis | ||
| q. | Respond to Service Recipient’s ad hoc requests for financial data in a timely manner within reason |
| 2. | Payroll Services |
| a. | Process payroll on a bi weekly basis (provided Service Recipient has made available to Service Provider sufficient funds) | ||
| b. | Download employee time clock information | ||
| c. | Input employee information obtained from Service Recipient’s HR function |
| i. | New Hires |
| ii. | Terminations | ||
| iii. | Vacations | ||
| iv. | Salary changes | ||
| v. | Validate approvals |
| d. | Maintain and update payroll related files |
| i. | Vacations | ||
| ii. | Salary advances | ||
| iii. | Child support | ||
| iv. | Housing withholdings | ||
| v. | Employee savings | ||
| vi. | Leaving indemnity |
| e. | Provide employees with bank cards | ||
| f. | Calculate payroll via payroll software | ||
| g. | Review printed payroll reports for accuracy | ||
| h. | Make net pay file and submit to bank & validate deposits to employee bank accounts on a timely basis | ||
| i. | Print and distribute pay stubs / advices to employees on a timely basis | ||
| j. | File copies of pay stubs and file payroll booklet |
| 3. | Accounts Payable Services |
| a. | Process vendor invoices for payment twice per week (provided Service Recipient has made available to Service Provider sufficient funds) | ||
| b. | Perform 3 way match in Accounts payable system | ||
| c. | Review invoice approvals | ||
| d. | Maintain PO balance when partial shipments | ||
| e. | Maintain form control over purchase orders (Note: all other purchasing department activities to be performed by the Service Recipient) | ||
| f. | Invoice coding to general ledger account | ||
| g. | Process vendor check run once per week | ||
| h. | Process vendor wire transfers twice per week | ||
| i. | Review and process travel expense reports and travel advances twice per week | ||
| j. | Process payroll child support withholding payments on a weekly basis | ||
| k. | Process employee savings fund withdrawal requests twice per week |
| 4. | Billing and Accounts Receivables Services |
| a. | Generate customer invoices from ERP system on a daily basis | ||
| b. | Review invoices for accuracy | ||
| c. | Charge taxes (VAT, Sales) as required by law | ||
| d. | Update and control customer master file based on information provided by Service Recipient | ||
| e. | Recommend customer credit terms. | ||
| f. | Maintain accounts receivable subsidiary ledger and reconcile to general ledger | ||
| g. | Post xxxxxxxx to accounts receivable ledger on a daily basis | ||
| h. | Post cash receipts to open accounts receivable ledger on a timely basis and follow up with customers when unable to identify cash received to open accounts receivables | ||
| i. | Follow up as required with customers via telephone and email on past due receivables to ensure cash is collected as quickly as possible | ||
| j. | Travel to customers in special circumstances only to facilitate collection of open accounts receivables | ||
| k. | Recommend customers be places on credit hold or shipping hold when appropriate. Service Recipient must approve Service Provider’s recommendation |
| l. | Prepare and analyze aged accounts receivables report and review monthly with Service Recipient | ||
| m. | Recommend write offs of overdue accounts receivables |
| 5. | Cost Accounting Services |
| a. | Prepare and review all plant inventory and manufacturing variance journal entries on a monthly basis | ||
| b. | Reconciliation of perpetual inventory to general ledger | ||
| c. | Prepare instructions and oversee annual physical inventory including test count audits | ||
| d. | Reconcile physical inventory and record appropriate book to physical adjustment to general ledger | ||
| e. | Coordination and oversight of cycle count program | ||
| f. | Review of cycle count program adjustments and record adjustments in general ledger | ||
| g. | Review and analysis of manufacturing variances on a monthly basis | ||
| h. | Review of financial statement inventory balances on a monthly basis with comparison to prior month balances | ||
| i. | Establish and substantiate appropriate inventory reserves (Excess and Obsolete, Lower of Cost or Market, Inventory revaluation) | ||
| j. | Develop new standard costs once per year in Q4 of each year | ||
| k. | Prepare annual cost of production statement for the Mexico Government in Q1-Q2 of each year | ||
| l. | Prepare annual transfer price analysis in support of annual statutory audit in Q1-Q2 of each year |
LOCATIONS
| 1. | IP facility located at the following address; |
Bombas Goulds de Mèxico , S. de X.X. de C.V
Xxxxxxx xxx Xxxxxxx Xxxxxxxx Xxxx 0 Xxxxxxx 0
Ciudad Industrial Tizayuca , Hidalgo
Mexico
Z.C 43800
Xxxxxxx xxx Xxxxxxx Xxxxxxxx Xxxx 0 Xxxxxxx 0
Ciudad Industrial Tizayuca , Hidalgo
Mexico
Z.C 43800
PREREQUISITES/DEPENDENCIES
| 1. | Power of Attorney is granted to the IP Mexico Controller to execute banking transactions, and access RCW IT systems only. If approval is required from Service Recipient in advance of any filing with any governmental agency and approval is not obtained in a timely manner, the Service Recipient, in addition to its waiver of liability as set forth in Section 10 of the Agreement, waives all rights to make any claim for damages resulting from the late filing and agrees to pay and fines or penalties that result from the late filing(s).The Power of Attorney that is granted to the IP Mexico Controller will cease the date that this agreement is terminated | |
| 2. | Both the Service Provider and the Service Recipient agree to the month end closing dates for the 3 month period of this agreement | |
| 3. | If US GAAP compliant reporting is required by the Service Recipient, then the Service Recipient agrees to provide the Service Provider with the software to facilitate this reporting and to install the software and train Service Provider’s employees at Service Recipient’s cost prior to the commencement date of this agreement | |
| 4. | After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith; |
| a. | Clerical — US$20.00 | ||
| b. | Professional — US$30.00 | ||
| c. | Management — US$77.00 |
| 5. | To the extent that the Service Provider is required to terminate any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Provider’s business) under this agreement at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy. | |
| 6. | At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Service Provider’s premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location. |
| 7. | Service Recipient is precluded from hiring Service Provider’s employees that provide the services under this agreement for the duration of this agreement plus for an additional two years after the agreement is terminated. | |
| 8. | In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Mexican Law |
TAX STATUS
| 1. | Service Provider — Payments received under the terms of this agreement will be considered taxable income in Mexico | |
| 2. | Service Recipient — Payments made under the terms of this agreement will be tax deductible in Mexico | |
| 3. | VAT of 15% of the invoice amount will be charged by the service provider to the service recipient |
BILLING LOCATION
NOTICES
NOTICES
All correspondence with respect to this agreement should be sent to the Service Owners
listed above with copies to the following;
| 1. | Service Provider — Xxxxxx Xxxxxxx 0000 Xxxxxxxxxxx Xxx Xxxxx Xxxxxx, XX 00000 |
|
| 2. | Service Recipient — Xxx Xxxxx 0000 Xxxxxxxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 |
NOTICE REQUIREMENTS
| No. | Third Party Provider | Prior Notice Requirement to Terminate Service |
||
| None required | See Term and Option above | |||
PRICING & PAYMENT TERMS
| 1. | The monthly fixed charge for all services provided under this TSA will be $13,000 for the 1st 9 months of this agreement — Payable in US Dollars | |
| 2. | Invoices will be prepared monthly and mailed to the service provider via email. | |
| 3. | There will be no additional backup attached to these invoices | |
| 4. | The 1st invoice will be dated the Commencement Date | |
| 5. | Invoice payment terms are net 30 days from invoice date. | |
| 6. | Subsequent invoices will follow every 30 days | |
| 7. | Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient will be billed by the Service Provider as soon as practicable with appropriate backup documentation |
SCHEDULE AB14
SERVICES TSA SCHEDULE FOR
NOGALES
SERVICES TSA SCHEDULE FOR
NOGALES
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Service Provider Xxxxxxx Xxxx |
Controller ICS Nogales Mexico |
Xxxxxxx.xxxx@xxxxxxx.xxx | ||||
| Service Recipient Xxxx Xxxxxxxx |
Controller, Flow Control | Xxxx.xxxxxxxx@xxxxxxxxxxxxxxx.xxx. |
PARTIES TO THE AGREEMENT
| 1. | Service Provider – ITT Xxxxxx de Mexico, S.A. de C.V. |
| 2. | Service Recipient – Jabsco Sociedad de Responsabilidad Limitada de Capital Variable |
GENERAL SERVICE DESCRIPTION
| 1. | Finance & Accounting Services | ||
| 2. | Payroll Services | ||
| 3. | Accounts Payables Services | ||
| 4. | Import / Export Services |
TERM AND OPTION
| 1. | Minimum Service Period — 12 months – Commencing on the Distribution Date | ||
| 2. | The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Nogales (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2(a) of the Agreement. | ||
| 3. | Service Recipient shall have the option to renew at 1.15 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period. Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 6 months with 6 months advance written notice to the Service Provider |
SERVICES TO BE PROVIDED
1. Finance and accounting services
| a. | Maintain general ledger and chart of accounts | ||
| b. | Reconcile balance sheet accounts at a minimum of once per quarter | ||
| c. | Reconcile banks accounts a minimum of once a month | ||
| d. | Close books and prepare local financial statements monthly on a timely basis |
| i. | US GAAP financial statements will be prepared as required by the Mexican Government | ||
| ii. | Prepare all required JV’s required to close the books on a monthly basis | ||
| iii. | File required local statutory financial statements with the authorities in a timely manner | ||
| iv. | File required US GAAP financial statements (P&L and Balance Sheet) in both local currency and on a US FAS 52 basis with the Flow Control USA LLC parent company by the 1st Monday after the closing date |
| e. | Request cash when needed from the Flow Control USA LLC parent company in order to support business activities via creation of maquilladora services invoice on a monthly basis | ||
| f. | Analyze cash requirements at a minimum of once per month and allocate funds to bank accounts (vendor invoices / purchase orders, payroll, tax payments, customer receipts, special unusual items) | ||
| g. | Perform all bank account related maintenance (signatory changes, relationship management etc) | ||
| h. | Prepare, file and pay (provided Service Recipient has made available to Service Provider sufficient funds) all required local statutory tax returns (including but not limited to income tax, sales tax, VAT, GST, payroll related, social security, housing, property taxes). Provide information to Service Recipient’ tax advisor in this regard. | ||
| i. | Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis | ||
| j. | Fixed Asset accounting (leasehold improvements only) | ||
| i. | Maintain detailed fixed asset subsidiary ledger and reconcile to general ledger | ||
| k. | Provide required support to Tenant’s internal & external auditors | ||
| l. | Provide required support for government audits |
| 2. | Payroll Services |
| a. | Process payroll on a weekly basis (provided Service Recipient has made available to Service Provider sufficient funds) | ||
| b. | Download employee time clock information | ||
| c. | Input employee information obtained from Service Recipient’s on site HR manager |
| i. | New Hires | ||
| ii. | Terminations | ||
| iii. | Vacations | ||
| iv. | Salary changes | ||
| v. | Validate approvals |
| d. | Prepare and print weekly hours report | ||
| e. | Distribute weekly hours report to employee supervisors and obtain |
| i. | Employee signature | ||
| ii. | Supervisor approvals |
| f. | Maintain and update payroll related files |
| i. | Vacations | ||
| ii. | Salary advances | ||
| iii. | Child support | ||
| iv. | Housing withholdings | ||
| v. | Employee savings | ||
| vi. | Leaving indemnity |
| g. | Provide employees with bank cards | ||
| h. | Calculate payroll via payroll software | ||
| i. | Review printed payroll reports for accuracy | ||
| j. | Review time clocked vs. payroll report and resolve differences | ||
| k. | Make net pay file and submit to bank & validate deposits to employee bank accounts on a timely basis | ||
| l. | Print and distribute pay stubs / advices to employees on a timely basis | ||
| m. | File copies of pay stubs and file payroll booklet |
| 3. | Accounts Payable Services |
| a. | Process vendor invoices for payment, twice per month on the 10th and 25th of each month through the Peso ledger (provided Service Recipient has made available to Service Provider sufficient funds) | ||
| b. | Perform 3 way match in Accounts payable system | ||
| c. | Review invoice approvals | ||
| d. | Maintain PO balance when partial shipments | ||
| e. | Maintain form control over purchase orders and assignment of PO numbers (Note: all other purchasing department activities to be performed by the Service Recipient) | ||
| f. | Invoice coding to general ledger account | ||
| g. | Process vendor check run twice per month on the 10th and 25th of each month | ||
| h. | Process vendor wire transfers | ||
| i. | Review and process travel expense reports and travel advances as required | ||
| j. | Review and process employee salary advances once per week | ||
| k. | Process payroll child support withholding payments on a weekly basis |
| 4. | Import / Export Services |
| a. | Supervise activities of Service Recipient’s personnel (Service Recipient’s personnel are required to perform the following activities) |
| i. | Exports |
| 1. | Classify merchandise | ||
| 2. | Input parts and data to CAM system | ||
| 3. | Process pro forma invoice, packing list, pedimento | ||
| 4. | Review above for accuracy | ||
| 5. | Dispatch truck |
| ii. | Imports |
| 1. | Review list of goods | ||
| 2. | Classify merchandise | ||
| 3. | Input parts and data to CAM system | ||
| 4. | Coordinate with counterpart broker | ||
| 5. | Process pro forma invoice, packing list, pedimento | ||
| 6. | Review above for accuracy | ||
| 7. | Dispatch truck |
| iii. | Other Shipments (Chihuahua, Durango, Guadalajara) |
| 1. | Review list of goods | ||
| 2. | Classify merchandise | ||
| 3. | Input parts and data to CAM system | ||
| 4. | Coordinate with counterpart broker | ||
| 5. | Process pro forma invoice, packing list, pedimento | ||
| 6. | Review above for accuracy | ||
| 7. | Dispatch truck |
| iv. | Virtual imports exports |
| 1. | Review list of goods | ||
| 2. | Classify merchandise | ||
| 3. | Input parts and data to CAM system | ||
| 4. | Coordinate with counterpart broker | ||
| 5. | Process pro forma invoice, packing list, pedimento | ||
| 6. | Review above for accuracy | ||
| 7. | Dispatch truck |
| v. | In cases of customs inspection, coordinate with inspector for clearance of goods | ||
| vi. | Tracking of open and close Pedimentos | ||
| vii. | Process complimentary Pedimentos to pay duties | ||
| viii. | Prepare paperwork required to comply with Anexo 24 | ||
| ix. | Import / export record keeping |
| b. | Provide support for classification of merchandise for US & Mexico customs purposes | ||
| c. | Review import export shipment information for accuracy | ||
| d. | Coordinate shipments and carriers to Service Recipient factories/customers in Mexico (Chihuahua, Durango, Guadalajara) | ||
| e. | Coordinate virtual import/exports |
| i. | Coordinate with counterpart broker | ||
| ii. | Review documentation for accuracy | ||
| iii. | Agree with data to be submitted |
| f. | Coordination of customs shipment inspection activities to ensure timely resolution and clearance of goods | ||
| g. | Record keeping |
| i. | Ensure customs related documents are filed on a timely basis | ||
| ii. | Assure easy access to customs documentation when needed |
| h. | Coordinate with broker to ensure timely opening and closing of Mexican Pedimentos | ||
| i. | Ensure Mexican Pedimento duties are paid on a timely basis | ||
| j. | Maintain relationship with the Mexico Secretary of the Economy. Provide information as required. | ||
| k. | Insure timely compliance with Anexo 24 | ||
| l. | Completion and filing of annual report of Foreign Business Trnsactions | ||
| m. | Process and file amendment applications for the Maquila Program | ||
| n. | Provide information to the tax authorities as required or requested | ||
| o. | Support D&T audits of customs activities |
| i. | Attend meetings | ||
| ii. | Provide information | ||
| iii. | Maintain control over audits |
| p. | Support customs audits |
| i. | Attend meetings | ||
| ii. | Provide information & review audit findings and comments |
5. IT Services
| a. | CAM applications support | ||
| b. | Qualisys applications support | ||
| c. | Timekeeping system support |
LOCATIONS
| 1. | ICS Nogales Mexico facility located at the following address; |
ITT Xxxxxx de Mexico, S.A. de C.V.
Avenida del Libre Comercio S/N
Entre Xxxxxxx Industrial Nuevo Nogales y
Calzeda del Raquet Club
Col. Parque Industrial Nuevo Nogales
Nogales, Sonora C.P. 84093
Avenida del Libre Comercio S/N
Entre Xxxxxxx Industrial Nuevo Nogales y
Calzeda del Raquet Club
Col. Parque Industrial Nuevo Nogales
Nogales, Sonora C.P. 84093
PREREQUISITES/DEPENDENCIES
| 1. | New Flow Control Mexico legal entity is established and fully capable of legally conducting business by the commencement date of this agreement | |
| 2. | New Flow Control Mexico legal entity has registered with all of the appropriate governmental agencies and secured required permits (including but not limited to US and Mexico customs permits) | |
| 3. | New Flow Control Mexico legal entity Bank account(s) are established by the commencement date of this agreement | |
| 4. | Nogales Mexico Financial, HR/Payroll, and Import export hardware and software platforms are separated by the commencement date of this agreement. | |
| 5. | Power of Attorney is granted to the ICS Nogales Controller to execute banking transactions and access Flow Control IT systems for the purpose of providing all services contained in this agreement. The ICS Nogales Controller will not be granted Power of Attorney to file appropriate reports and tax returns with governmental authorities. If approval is required from Service Recipient in advance of any filing with any governmental agency and approval is not obtained in a timely manner, the Service Recipient, in addition to its waiver of liability as set forth in Section 10 of the Agreement, waives all rights to make any claim for damages resulting from the late filing and agrees to pay and fines or penalties that result from the late filing(s) The Power of Attorney that is granted to the ICS Nogales Controller under this provision will cease on the date that this agreement is terminated | |
| 6. | The Service Recipient agrees to provide Power of Attorney privileges to 2 of its employees as of the commencement date of this TSA, for the purpose of reviewing, authorizing and signing, tax returns and other statutory reports which are prepared by the Service Provider as per the services described in this agreement | |
| 7. | Both the Service Provider and the Service Recipient agree to the month end closing dates for the 1 year period of this agreement 8. If US GAAP compliant reporting is required by the Service Recipient, then the Service Recipient agrees to provide the Service Provider with the software to facilitate this reporting and to install the software and train Service Provider’s employees at Service Recipient’s cost prior to the commencement date of this agreement | |
| 9. | Service Recipient contracts with a tax advisor prior to the commencement of this agreement | |
| 10. | The Service Recipient will hire its own local Nogales HR Manager and Import Export Broker prior to the commencement date of this TSA. The Service Provider will assist in the proper training of these individuals prior to the commencement date of this TSA. If the Service Recipient fails to hire these employees by the commencement date of this agreement, the monthly fixed charge will increase based upon good faith negotiations |
| between the parties, until such time as the positions are filled and Service Provider agrees to provide the services that would have been performed by these individuals during the time that the positions are vacant. |
| 11. | If during the term of this agreement, the Service Recipient’s HR Manager or Import Export clerical positions become vacant, the monthly fixed charge will increase based upon good faith negotiations between the parties, until such time as both positions are filled and Service Provider agrees to provide the services that would have been performed by these individuals during the time that the positions are vacant. | |
| 12. | After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour, provided if assistance is needed under this section 12 after 2012, the parties will renegotiate such rates in good faith; |
| a. | Clerical – 000 Xxxxxx Pesos ($20.00 notional US$) | ||
| b. | Professional – 382.00 Mexico Pesos ($30.00 notional US$) | ||
| c. | Management – 980.00 Mexico Pesos($77.00 notional US$) |
| 13. | To the extent that the Service Provider terminates any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Provider’s business) under this TSA at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy. | |
| 14. | At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Nogales premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location. | |
| 15. | Service Recipient is precluded from hiring Service Provider’s employees that provide the services under this TSA for the duration of this TSA plus for an additional one year after the TSA is terminated. Notwithstanding the above, the Service Recipient will have the right to hire the ICS 2 import export clerks that are providing services to the Service Recipient under the terms of this agreement, upon termination of this agreement | |
| 16. | The Service Provider’s IT department will be allowed access to tenant’s designated areas as per the floor plan that forms a part of the Nogales facility rental TSA for purposes of providing the services that are included in this agreement. The landlord’s IT department will have the right to access the tenant’s IT data in order to provide the services that are included in this agreement The Service Recipient will hire an onsite IT support to oversee all of the Service Recipient’s IT operations. To the extent that the IT services listed in the services provided section of this TSA are required from the Service Provider, for whatever reason including but not limited to the inexperience of the Service Recipient’s IT Manager or the failure to the Service Recipient to hire an IT Manager by the commencement date of this agreement, the Service Recipient agrees that they will accept charges for services provided in accordance with the Pricing and Payment Terms provision #3 as shown in this agreement. |
TAX STATUS
| 1. | Service Provider – Payments received under the terms of this agreement will be considered taxable income in Mexico | |
| 2. | Service Recipient – Payments made under the terms of this agreement will be tax deductible in Mexico |
BILLING LOCATION
| 1. | Nogales, Sonora, Mexico |
NOTICES
| All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following; |
| 1. | Service Provider – Xxxx Xxx | ||
| 000 Xxxx Xxxx Xxxx | |||
| Xxxxx Xxx, Xx. 00000 |
| 2. | Service Recipient – Xxx Xxxxx | ||
| Xylem Inc. | |||
| Suite 2000 | |||
| 0000 Xxxxxxxxxxx Xxxxxx | |||
| Xxxxx Xxxxxx, XX 00000 |
NOTICE REQUIREMENTS
| Prior Notice Requirement to | ||||
| No. | Third Party Provider | Terminate Service | ||
| None required | See Term and Option above | |||
PRICING & Payment Terms
| 1. | The monthly fixed charge for finance, accounting, accounts payable and payroll services will be 216,393 Mexico Pesos ($16,998 notional US$) for the term of this agreement – Payable in Mexico Pesos | |
| 2. | The monthly fixed charge for import and export services will be 126,696 Mexico Pesos ($9,952 notional US$) for the term of this agreement – Payable in Mexico Pesos | |
| 3. | IT Services, as defined in this agreement, will be charged on a time and materials basis. Materials will be charged at Service Provider’s cost and required labor will be charged at a rate of 318.00 Mexico Pesos ($25.00 notional US$) per hour. Invoices will be prepared monthly and mailed to the Service Recipient via email. | |
| 4. | There will be no additional backup attached to these invoices for items 1 and 2 above. For item 3 copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges | |
| 5. | VAT of 11% will be added to all invoices | |
| 6. | The 1st invoice will be dated the same date as the Distribution Date | |
| 7. | Invoice payment terms are net 30 days from invoice date. | |
| 8. | Subsequent invoices will follow every 30 days | |
| 9. | Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient will be invoiced & billed by the Service Provider as soon as practicable with appropriate backup documentation. |
SCHEDULE AB15
SUBCONTRACT ARRANGEMENT IN WUXI
SUBCONTRACT ARRANGEMENT IN WUXI
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Service Provider |
||||||
Xxxx Xxxx
and
|
Finance Controller — Motion Tech Wuxi | xxxx.xxxx@xxxxxxx.xxx | ||||
Xxxxxxx Xxxx
|
China Share Service Manager | xxxxxxx.xxxx@xxx.xxx | ||||
Service Recipient |
||||||
Meng Xxxx Xxxx
|
Vice President and Director of Finance | xxxxxxxx.xxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: ITT High Precision Manufactured Products (Wuxi) Co.,
Ltd. of No. 570 Yangda Road, Meicun, New District, Wuxi City, the PRC
Service Recipient: ITT (Shanghai) Trading Co. Ltd. of Xxxxx 0000-0000, Xxxxx
00, Xxxxx X, Xxxxxxxx Xxxxxxxx Xxxx, 000 Xxxxx Xxxx, Xxxxxxxxx Xxxxxxxx,
Xxxxxxxx, the PRC
GENERAL SERVICE DESCRIPTION
Service Provider will operate and manage (the “Service”) Service
Recipient’s flow control business at the premises (the “Business”) currently
located in the Premises during the term of this transition services agreement in a
substantially similar manner, with the same level of customer service and response time
with the same degree of reasonable skill and care and with the same level of security and
control as the Business was operated and managed during the twelve month period prior to
the Distribution Date. Service Provider will provide various services in connection with
the operation and management of the Business including but not limited to the services set
forth in “Services to be Provided”.
1
TERM AND OPTION
| 1. | Term. The Minimum Service Period for this Schedule commences on the Distribution Date to March 31, 2012 and, if Service Recipient has not served a notice on Service Provider to terminate the Service, shall be further extended to May 31, 2012 (the term of Service is hereinafter referred as the “Term”). Service Recipient may terminate the Service at any time prior to the end of the Term by providing thirty (30) days prior written notice without any additional make-whole fee as required by Section 11(b) of the Agreement. |
| 2. | Surviving clause. The following provisions of this Schedule shall survive the termination of this Schedule: (a) Indemnification, (b) paragraphs 6 and 7 of “Pricing, Payment Terms” (Audit, Post-termination Revenues and Expenses), (c) paragraph 4 of “Term and Option” (Access to Business Records After the Term,) (d) Insurance with respect to managing post Term claims and (e) Tax Status. |
| 3. | Access to the Premises and Business Records during the Term. In addition to the right of access given to Service Recipient pursuant to Section 3(a) of the Agreement, during the Term, Representatives of Service Recipient (or its designee) shall be given access to the Premises during regular business hours if and to the extent reasonably necessary to: |
| 3.1 | provide or receive any of the Services; | ||
| 3.2 | examine, copy or photocopy, at Service Recipient’s expense, the Business Records, the Business Contracts and the purchase orders, customer invoices and any other contracts and/or agreements signed with the relevant customers, suppliers, distributors and agents relating to or in connection with the Business, during business hours and on reasonable prior written notice, to enable Service Recipient to verify the information contained in the monthly balance sheet and the monthly profit and loss accounts that Service Provider furnishes to Service Recipient in accordance with “Services to be Provided” and to determine the amount of the Monthly Costs payable by Service Provider or Service Recipient, as the case may be; and | ||
| 3.3 | to inspect or examine the Assets, or otherwise transfer the Assets out of the Premises, as the case may be. |
| 4. | Access to Business Records after the Term. For a period of seven (7) years from the expiration date of the Term: |
| 4.1 | Service Provider shall make available, and allow Service Recipient (or its designee) to make copy of at Service Recipient’s expense, any books, accounts, returns and records (not delivered to Service Recipient (or its designee) prior to the expiration date of the Term (including, without limitation, Service Provider’s statutory books and accounting records, tax records, and all other records relating to the Business) which contain information which should be provided to Service Recipient (or its designee) or which is required for the purpose of the Business, any annual, tax or other returns, audits in connection with it for inspection by Representatives of Service Recipient (or its designee) during working hours on reasonable advance notice being given; | ||
| 4.2 | If any Business Information is not in the possession of Service Recipient (or its designee) or readily discoverable by Service Recipient (or its designee) but is in the possession or under the control of or available to Service Provider or any other member of its Group, Service |
2
| Provider shall deliver copies of such Business Information to the Service Recipient promptly on request. |
SERVICES TO BE PROVIDED
| 1. | Export/Import |
| 2. | Materials Planner |
| 3. | Material and Logistics |
| 4. | Plant Purchasing |
| 5. | Warehouse (excluding bonded material) |
| 6. | Shipment |
| 7. | Logistics |
| 8. | IT Support |
| 9. | Customers Support |
| 10. | Accounts Payable Invoice Processing including bank disbursements and reconciliations |
| 11. | Accounts Receivable Invoice processing and collection |
| 12. | Manufacturing and assembly of the products the Business produces |
| 13. | Certain administrative and tax preparation/filing services |
| 14. | Facility and related services that enable to the Business to continue operations |
| 15. | Payroll and all HR services, for the employees Service Provider utilizes to operate and manage the Business |
| 16. | Foreign exchange verification |
| 17. | External audit and relating consulting services |
| 18. | Vendor and customer data maintenance |
| 19. | Accounting services to maintain accounting records |
| 20. | Security |
| 21. | Environmental, health and safety services |
| 22. | Administrative services, including office supplies and equipment, location assistant, reception and shuttle bus/car service |
| 23. | All other services which were provided to Service Recipient in the last twelve months |
| 24. | Invoice and payment. Service Provider shall maintain separate accounts for the Business during the Term. As promptly as practicable and in any event within ten (10) Business Days after the beginning of each calendar month, Service Provider shall prepare and deliver to Service Recipient a balance |
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| sheet as at the end of the preceding calendar month and the profit and loss account in respect of the preceding calendar month (including separate line items for the Monthly Costs, Monthly Expenses and Monthly Revenues) in respect of the Business, prepared in accordance with the Generally Accepted Accounting Principles of the PRC and certified by the Finance Manager of Service Provider. | ||
| 25. | Affixation of company chop. To the extent that any documents of Service Recipient (or its designee) need to be affixed with the company chop of Service Provider, Service Provider shall render all assistance to execute or affix its company chop on all such documents as Service Recipient (or its designee) may from time to time reasonably request for the purpose of vesting in it the full benefit of the Business, provided such request has been approved by the General Manager of Wuxi Flow Control Business and the Legal Counsel of Service Recipient (or its designee). |
EMPLOYEES
| 1. | In addition to the Services to be provided by Service Provider to Service Recipient above, during the Term Service Provider shall supervise the Employees in accordance with the terms in this section. |
| 2. | Service Provider shall: |
| 2.1 | continue the employment of the Employees with Service Provider to ensure that the Business shall be carried on in the ordinary course of business; and | ||
| 2.2 | allow the Employees to perform their duties under the supervision of, fully comply with directions and instructions received from, and promptly carry out orders and assignments given by, any of the Representative of Service Recipient. Notwithstanding the forgoing, the Parties acknowledge and agree that the Employees shall comply with or otherwise subject to the policy (including compensation and benefits policy), handbook or guidelines as applicable to other employees of Service Provider. |
| 3. | Service Recipient and Service Provider acknowledge the importance of Employees to the ongoing success of the Business subsequent to the Distribution Date. |
| 4. | Upon Service Recipient’s request, Service Provider shall terminate, or procure its staffing agency to terminate, any of the Employees during the Term. Notwithstanding the foregoing, Service Provider may, without the prior approval of Service Recipient, terminate the employment of any Employee in good faith on reasonable grounds pursuant to the employment laws and regulations of the PRC provided that Service Provider shall notify Service Recipient forthwith its decision of termination. |
TRANSFER OF EMPLOYEES
| 1. | |
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| 2. | Service Provider and Service Recipient (or its designee) shall within fifteen (15) Business Days before the end of the Term jointly issue a written notice to all Employees, confirming the Employee Transfer Date and enclosing the new employment contract to be signed by Service Recipient (or its designee) with each of the Employees. |
| 3. | Service Provider shall pay Employees wages, bonuses, overtime pay, social insurance, statutory severance and housing fund contributions and other payments and benefits of such Employee in relation to his or her employment with Service Provider in accordance with the employment laws and regulations of the PRC during the Term up to and including the expiration date of the Term, provided that Service Recipient shall reimburse Service Provider all such payment incurred during the Term in accordance with “Pricing and Payment Terms”. |
| 4. |
INSURANCE
| 1. | Notwithstanding the provisions of Section 10(b) of the Agreement and without prejudice to its express obligations under this Schedule, Service Provider agrees that during the Term, it will maintain, at Service Recipient’s expenses, insurance policies covering the Business similar in scope, amount and coverage as Service Provider maintained during the twelve month period prior to the Distribution Date. In the event any claim needs to be made under these insurance policies, Service Provider will make such claim on Service Recipient’s behalf and transfer to Service Recipient all funds received less any out of pocket costs incurred in collection of such funds. |
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\
INDEMNIFICATION
| 1. | Notwithstanding anything in the Agreement to the contrary, the indemnification obligations and procedures set forth in Article VII of the Distribution Agreement shall apply to any Indemnifiable Losses (as defined in the Distribution Agreement) Service Provider or any member of its Group incurs as a result of or in connection with providing the Services described in this Schedule. For the avoidance of doubt, Service Provider (or such member of its Group that has suffered an Indemnifiable Loss) shall be the “Indemnitee” and Service Recipient the “Indemnifying Party”, as such terms are defined in the Distribution Agreement. Notwithstanding the foregoing or anything in the Distribution Agreement to the contrary, Service Provider shall be permitted to consent to entry of judgment or settle any claim without the consent of Service Recipient and remain entitled to indemnification from Service Recipient; provided, that any such judgment or settlement is for a monetary amount under USD5,000; provided further that any such consent, judgment or settlement does not permit or provide for any injunction, declaratory relief, other order or other non-monetary relief to be entered against Service Recipient or any member of its Group. |
| 2. | For the period of seven (7) years from the expiration date of the Term, upon any claim being made against Service Provider, Service Recipient shall give such information and assistance to Service Provider for the purpose of avoiding, disputing, resisting, compromising, defending or contesting any such claim and liability, including: |
| 2.1 | assignment of a legal advisor or a Representative appointed by Service Recipient to work with Service Provider or its professional advisors in avoiding, disputing, resisting, compromising, defending or contesting any such claim and liability; and | ||
| 2.2 | access (during business hours and on reasonable prior written notice) such access to its personnel and to any relevant records and information in relation to the Business as Service Provider or its professional advisers reasonably request. |
LOCATIONS
| The premises of Service Provider located at Xxxxxxxx 0, Xx. 000 Xxxxxx Xxxx, Xxxxxx, Xxx Xxxxxxxx, Wuxi City, the PRC (“Premises”). |
PREREQUISITES/DEPENDENCIES
| 1. | Service Provider and Service Recipient shall enter into an Asset Purchase Agreement dated _____________________, 2011 pursuant to which Service Recipient shall agree to purchase from Service Provider all of the Assets and assume all of the liabilities related to the Business. | ||
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TAX STATUS
| 1. | Monthly Costs received by Service Provider under this Schedule during the Term shall be considered taxable income in China. Service Provider shall: |
| 1.1 | duly file all tax returns and provided all information required or requested to be delivered to any tax authority. All such returns and information remain correct and complete and none is, or is likely to become, the subject of any investigation or dispute by or with any tax authority; | ||
| 1.2 | prepare, keep and preserve complete, accurate and up-to-date records both as required by law and to enable it to deliver correct and complete tax returns and to calculate any present or, so far as possible, future tax liability of Business or the entitlement of the Business to claim any relief. |
| 2. | Notwithstanding the foregoing, any tax payable by Service Provider arising from the provision of Service or the operation of the Business shall be borne by Service Recipient (or its designee) in accordance with “Pricing and Payment Terms”. |
BILLING LOCATION
NOTICES
NOTICES
| All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following: |
NOTICE REQUIREMENTS
| SERVICE PROVIDER: |
| Address: |
| 2405-6, 24/F, ING tower, 000 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx |
| Fax: |
| For the attention of: Mr. Xxxxxxx Xxxx, China Share Service Manager |
| SERVICE RECIPIENT: |
| Address: |
| Suite 3011-3014, Xxxxx 00, Xxxxx X, Xxxxxxxx Xxxxxxxx Xxxx, 000 Xxxxx Xxxx, Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx, the People’s Republic of China |
| Fax: |
| For the attention of: Xx. Xxxx Xxxx Xxxx, Vice President and Director of Finance |
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PRICING & PAYMENT TERMS
| 1. | The Parties agree that, notwithstanding the provisions of Section 2(a) of the Agreement, Service Recipient (or its designee) shall be entitled to all economic rights and benefits, and shall assume all economic loss, arising from and in connection with the conduct of the Business by Service Provider during the Term. |
| 2. | During the Term, Service Recipient or Service Provider, as the case may be, shall pay an amount equal to the Monthly Costs (“Monthly Costs”) to the other Party calculated in accordance with the following formula: |
| Monthly Costs = Monthly Expenses plus RMB20,000 minus Monthly Revenues | |||
| where: | |||
| Monthly Expenses means the aggregate of: |
| (a) | all documented, reasonable out-of-pocket costs and expenses incurred by Service Provider which are necessary to provide Services, provided, however, that any such expenses exceeding USD5,000 per month for each Service shall require advance approval of Service Recipient; plus | ||
| (b) | all wages, bonuses, overtime pay, social insurance and housing fund contributions, and other payments, benefits, retention and severance payments due to any of the Employees retained by Service Provider for the purpose of providing the Services; plus | ||
| (c) | all rents, rates, gas, water, electricity and other outgoings (including management fees) relating to or payable in respect of the Premises; plus | ||
| (d) | any sales, services, value added or similar taxes, fees, charges, assessments, or income taxes (including any such taxes that are required to be withheld) arising from or in connection with the provision of Services; and | ||
| Monthly Revenues means the aggregate of: | |||
| (a) | all revenues, rebates, refunds or otherwise payments collected or received by Service Provider arising from or in connection with the Business, as the case may be, during the Term; plus | ||
| (b) | all rents, rates, gas, water, electricity and other outgoings (including management fees) relating to the premises located at Xxxx 000, X0 Xxxxxxxx, Xxxxxxxx Xxxxx, Xx.0 Xxxxx’an Avenue, Beijing 100738, PRC and payable by ITT (China) Investment Company Limited in the amount of RMB32,060.82 per calendar month for the period from 31 October 2011 to 31 December 2011 and RMB34,173.63 per calendar month for the period from 1 January 2012 to the expiration date of the Term. In the event a total of RMB 511,059 is not added to Monthly Revenue over the life of the Term by the month prior to the end of the Term, the last month of the Term shall include that amount such that the total amount included in Monthly Revenue under this subsection (b) during the whole Term will equal RMB 511,059. |
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| 3. | An amount equal to the Monthly Costs shall be paid by Service Recipient or Service Provider, as the case may be, to the other Party in the following manner: |
| 3.1 | If the Monthly Costs is a positive number, then Service Recipient shall pay to Service Provider the Monthly Costs in accordance with section 2(b) of the Agreement | ||
| 3.2 | If the Monthly Costs is zero, then no payment is due from Service Recipient or Service Provider to the other Party. | ||
| 3.3 | If the Monthly Costs is a negative number, then Service Provider shall pay to Service Recipient the Monthly Costs in accordance with Section 2(b) of the Agreement. |
| 4. | For the avoidance of doubt, no additional xxxx-up or inflation rate, as specified in Section 2(a)(i) of the Agreement, shall apply to any sum payable by Service Recipient to Service Provider under this Schedule. |
| 5. | Taxes related to sums payable. Each Party shall pay all sums payable by it under this Schedule free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. If a deduction or withholding is so required, the relevant Party shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required. |
| 6. | Audit. Service Provider and Service Recipient shall, as promptly as practicable and in any event within fifteen (15) Business Days following the expiration date of the Term, jointly appoint Deloitte & Touche, or such other accounting firm as may be agreed to (“Auditors”) to conduct an audit of the accounts of the Business. The auditor shall, within thirty (30) days from its engagement, prepare and deliver to the Parties an audited balance sheet to be made up as at the expiration date of the Term and an audited profit and loss account for the period from the Distribution Date to the expiration date of the Term in respect of the Business, in accordance with the Generally Accepted Accounting Principles of the PRC. The costs and expenses of engaging the Auditors shall be borne by Service Recipient (or its designee). The balance sheet and profit and loss account prepared by the Auditors shall, in the absence of manifest error, be final and binding on the Parties. The Auditors shall be deemed to act as an expert and not as an arbitrator. |
| 7. | Post-termination Revenues and Expenses. To the extent that any payment, rebate or refund is made to Service Provider in respect of the Business after the expiration date of the Term, Service Provider shall receive the same as trustee, place the same in a separate bank account, record the payment separately in its books, and account to Service Provider for the same within five (5) Business Days after the end of each calendar month for all funds collected during such calendar month. To the extent that any cost or expense is paid by Service Provider after the expiration date of the Term in connection with the Business arising from an act, event or circumstance that occurs during the Term, Service Provider shall provide Service Recipient with all relevant invoices, receipts and contracts, as the case may be, and Service Recipient shall, upon verifying the documents provided, pay to Service Provider within five (5) Business Days after the end of each calendar month for all payments made by Service Provider arising from or in connection with the Business during such calendar month. |
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Definitions
| 1. | Definitions and interpretation of words and expressions used in this Schedule shall be as set forth below: |
| “Auditors” has the meaning set out in “Pricing and Payment Terms”. |
| “Assets” means the assets of Service Provider relating primarily to, used primarily in, or arising primarily from, the Business, to be transferred to Service Recipient pursuant to the Asset Purchase Agreement, dated ___________________, 2011 between Service Provider and Service Recipient. |
| “Business” has the meaning set out in “General Service Description”. |
| “Business Days” means, for the purpose of this Schedule, a day (excluding Saturdays, Sundays and public holidays) on which banks generally are open in the PRC for the transaction of normal banking business. |
| “Business Contracts” means customer contracts, supplier contracts, and all other contracts and engagements entered into and orders placed or received (a) on or before the Distribution Date by or on behalf of Service Provider in connection with the Business and which at Distribution Date remain (in whole or in part) to be performed; and (b) during the Term. |
| “Business Information” means all information relating to the Business, existing at the Distribution Date or otherwise arising during the Term, including but not limited to details of customers, suppliers, distributors and agents, sales targets, sales statistics, market share statistics, market surveys and information relating to future business development or planning, information relating to discounts, commissions and rebates received and/or paid and litigation or legal advice, in whatever form (including computer disks or tapes) that information may be recorded or stored. |
| “Business Records” means all books and records in whatever form (including computer disks or tapes) containing or relating to Business Information or on which Business Information is recorded or stored. |
| “Employees” means the employees physically located at the Premises, employed by Service Provider to support the Business immediately prior to the Distribution Date, a list of whom is stated in the Annex. |
| “Employees Transfer Date” has the meaning set out in “Transfer of Employees”. |
| “Monthly Costs” has the meaning set out in “Pricing and Payment Terms”. |
| “Parties” mean collectively, Service Provider and Service Recipient of this Schedule, and a “Party” means either of them. |
| “PRC” means the People’s Republic of China excluding, for the purpose of this Agreement, Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan. |
| “Premises” has the meanings set out in “Location”. |
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| “Representatives” means, the Service Owners identified under the section entitled “Service Owner” or such other person(s) designated by Service Recipient (or its designee) from time to time. |
| “RMB” means Renminbi, the lawful currency of the PRC. |
| “Service” has the meaning set out in “General Service Description”. |
| “Term” has the meaning set out in “Term and Option”. |
| “USD” means United States Dollars, the lawful currency of the United States of America. |
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Annex
List of Flow Control Employees in Wuxi
The employees who are retained by Service Provider to provide the Services are set forth below:
| Date of Commencement of Employment with | ||||
| Name of Employees | Position | Service Provider | ||
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SCHEDULE AB16
BASIC TIME AND MATERIALS SUPPORT
BASIC TIME AND MATERIALS SUPPORT
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
such term in the Agreement. The Services provided hereunder are subject in all respects to the
terms and conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service
Provider’s Contact |
||||||
ITT Corporation |
||||||
Xxxxx Xxxxxx
|
TSA Manager | Office: | Xxxxx.xxxxxx@xxxxxxx.xxx | |||
Service Recipient’s
Contact |
||||||
Xylem Inc. |
||||||
Xxx Xxxxxx
|
TSA Manager | Office | Xxx.Xxxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: ITT Corporation
Service Receiver: Xylem Inc.
TERM AND OPTION
The Term shall be 18 months commencing on the Distribution Date. There shall be no
Minimum Service Period
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GENERAL SERVICE DESCRIPTION
Service Receiver may need assistance after the Distribution Date from the Service Provider for
miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and
other similar services in various areas including, but not limited to finance, tax, accounting,
insurance, treasury, human resources and communications, which are not already provided for under
all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.
The Service Provider hereby agrees to cause its and its affiliates employees (collectively,
“Experts”) to provide a reasonable amount of services upon reasonable notice and request from the
Service Receiver on a time and materials basis from the Distribution Date through June 30, 2013
(the “Minimum Term” and the “Maximum Term”).
To utilize this TSA Schedule, employees of Service Receiver should request such services via email
or telephonically where both parties have a clear expectation of the estimated number of hours of
assistance being requested. For projects that are expected to require more than 5 to 10 hours of
assistance a one or two paragraph project plan should be agreed to in order to avoid
misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with
respect to the requested services.
Employees of Service Receiver should advise their TSA manager that a request for services has been
made together with a description of such services requested and the estimated number of hours
requested.
The “Expert” should advise their TSA manager that a request for services has been made and the
estimated number of hours requested.
SCOPE OF SERVICES
The scope of services will depend on the needs of the Service Recipient and the capabilities
and availability of the Experts.
LOCATIONS
All locations around the world
PREREQUISITES/DEPENDENCIES
The Experts remain employees of Service Provider. Service Receivers
acknowledge and agree that Service Provider has discretion to terminate the
Experts and the Experts have the ability to terminate their employment with
Service Provider. In the event the Experts are no longer
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employed by Service Provider, Service Provider will, at the request of the Service Receiver, use
commercially reasonable efforts to provide similar services. However, if
Service Receivers or an affiliate employ any of the Experts, the specific
service requested under this Schedule can be terminated by the Service
Provider, at the Service Provider’s sole discretion on 5 business days notice
to the Service Receiver.
TAX STATUS
Sales tax will be charged as determined by the Service Provider and the
Service Receiver shall pay such tax along with the payment for the service
provided.
BILLING LOCATION
Service Provider will provide Service Receiver with an invoice to its
address set forth below under Notice Requirements, except in cases where
services are provided outside of the United States, in which case invoices will
be created by the Service Provider’s legal entity in the country where the
services are being performed and invoiced to the Service Receiver’s legal
entity that requested the services in the Service Provider’s local currency.
The xxxx will cover all charges for services under this Schedule from Service
Provider and, to the extent reasonably feasible, will be itemized among
Service Receiver’s legal entities if identified by the Service Receiver when
requesting the service. The invoice will contain the number of hours each
Expert worked, a short paragraph describing the services and the US dollar
amount per Expert.
The Experts shall track their time on either a time sheet or any other
proper method such as the utilizing the time sheet attached hereto and Service
Provider agrees that the time sheets will accompany the invoice that is sent to
the Service Recipient for payment. In cases where the requested services are
expected to take longer than 30 days to complete, the Service Provider will be
allowed to invoice the Service Receiver once per month for all costs incurred
to date.
NOTICE REQUIREMENTS
No notice of Termination is required under this Schedule and there shall be no make-whole fee
under this Schedule.
Notices and bills to the Service Provider should be sent to:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
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Notices and bills to the Service Receiver should be sent to:
Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx
PRICING
In addition to the costs specifically set forth below, Service Receivers shall also pay all
business travel expenses relating to the Services in accordance with Service Providers documented
travel policies and any incremental out of pocket costs incurred by the Service Provider in order
to provide the requested services that are invoiced by unaffiliated 3rd parties. Service
Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the
Service Receiver under the terms of this TSA.
The hourly rates below includes a 4.5% increase for inflation and the 2% profit margin and
shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013.
| Service | Hourly Rate* | |
Hourly Rate Administrative/Secretarial.
|
$50 per hour | |
Hourly Rate for a Non Executive
|
$100 per hour | |
Hourly Rate for an Executive
|
$150 per hour |
| * | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
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SCHEDULE AB17
MANUFACTURING SERVICES TSA
SCHEDULE FOR VADODARA INDIA
MANUFACTURING SERVICES TSA
SCHEDULE FOR VADODARA INDIA
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Service Provider
|
General Manager, ITT | |||||
Xxxx Xxxxxx
|
Corporation India Pvt Ltd. | |||||
| Xxxx Xx 000X, XXXX Xxxxx, | ||||||
| Xxxxxxxx, Xxxxx Xxxx. | ||||||
| Xxxxxxxx, Xxxxxxx 391 770 | Xxxx.Xxxxxx@xxx.xxx | |||||
Service Recipient
|
President, Xylem Water | |||||
Xxx Xxxxxxxx
|
Solutions India Pvt Ltd. | |||||
| Xxxx Xx 000X, XXXX Xxxxx, | ||||||
| Xxxxxxxx, Xxxxx Xxxx. | ||||||
| Xxxxxxxx, Xxxxxxx 391 770 | Xxx.Xxxxxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
| 1. | Service Provider — ITT Corporation India Pvt. Ltd. | ||
| 2. | Service Recipient — Xylem Water Solutions India Pvt. Ltd. |
GENERAL SERVICE DESCRIPTION
| 1. | Manufacturing of Xylem products | ||
| 2. | Finance & Accounting Services | ||
| 3. | Accounts Payables Services |
TERM AND OPTION
| 1. | Minimum Service Period — 2 months — Commencing on the Distribution Date | ||
| 2. | The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Manufacturing Services TSA Schedule for India (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2 of the Agreement. | ||
| 3. | Service Recipient shall have the option to renew at 1.0 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 15 days prior to the end of the Minimum Service Period. |
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| 4. | Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 3 months with 1 month advance written notice to the Service Provider |
SERVICES TO BE PROVIDED
| 1. | Manufacturing of Xylem products |
| a. | Provide order acknowledgement to Xylem India for the orders placed | ||
| b. | Manufacture Xylem products based on orders placed by Xylem India and supervised by Xylem India employees seconded to ITT | ||
| c. | Use Xylem assets and processes currently employed in Baroda and manufacture products per SOPs | ||
| d. | Manage the factory employees seconded to ITT by Xylem | ||
| e. | Place orders to suppliers on a timely manner and manage inventories in order to properly supply & fulfill customer orders | ||
| f. | Ship finished goods directly to Xylem customers as requested in the purchase order | ||
| g. | Maintain records of purchase cost based on latest purchase price as per BOM, stores and spares and packing material purchased for products manufactured by Xylem Water Solutions India Private Limited | ||
| h. | Invoice Xylem for the manufacturing services on a monthly basis |
| 2. | Finance and accounting services |
| a. | Maintain general ledger and chart of accounts | ||
| b. | Reconcile balance sheet accounts at a minimum of once per quarter | ||
| c. | Close books and prepare local financial statements monthly on a timely basis |
| i. | US GAAP financial statements will be prepared as required by the Indian Government | ||
| ii. | File required local statutory financial statements with the authorities in a timely manner | ||
| iii. | File required US GAAP financial statements (P&L and Balance Sheet) in both local currency and on a US FAS 52 basis with the Service Recipient’s parent company by the 1st Monday after the closing date |
| d. | Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis | ||
| e. | Fixed Asset accounting |
| i. | Maintain detailed fixed asset subsidiary ledger and reconcile to general ledger |
| f. | Provide required support to Service Recipient’s internal & external auditors | ||
| g. | Provide required support for government audits | ||
| h. | Respond to special requests from service recipients legal advisors | ||
| i. | Prepare monthly financial forecasts | ||
| j. | Respond to Service Recipient’s ad hoc requests for financial data in a timely manner within reason |
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| 3. | Accounts Payable Services |
| a. | Process vendor invoices for payment twice per week (provided Service Recipient has made available to Service Provider sufficient funds) | ||
| b. | Perform 3 way match in Accounts payable system | ||
| c. | Review invoice approvals | ||
| d. | Maintain PO balance when partial shipments | ||
| e. | Maintain form control over purchase orders (Note: all other purchasing department activities to be performed by the Service Recipient) | ||
| f. | Invoice coding to general ledger account | ||
| g. | Process vendor check run once per week | ||
| h. | Process vendor wire transfers twice per week | ||
| i. | Review and process travel expense reports and travel advances twice per week | ||
| j. | Process payroll child support withholding payments on a weekly basis | ||
| k. | Process employee savings fund withdrawal requests twice per week |
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LOCATIONS
| 1. | IP facility located at the following address; |
Xxxx Xx 000X, XXXX Xxxxx, Xxxxxxxx, Xxxxx Xxxx.
Xxxxxxxx, Xxxxxxx 391 770, India
Xxxxxxxx, Xxxxxxx 391 770, India
PREREQUISITES/DEPENDENCIES
| 1. | After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith; |
| a. | Clerical — US$20.00 | ||
| b. | Professional — US$30.00 | ||
| c. | Management — US$77.00 |
| 2. | At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Service Provider’s premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location. |
| 3. | In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Indian Law. |
TAX STATUS
| 1. | Service Provider — Payments received under the terms of this agreement will be considered taxable income in India | ||
| 2. | Service Recipient — Payments made under the terms of this agreement will be tax deductible in India | ||
| 3. | Service Provider takes credit of service tax paid on employee secondment |
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BILLING LOCATION
NOTICES
NOTICES
| All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following; |
| 1. | Service Provider — Xxxxxx Xxxxxxx | ||
| 0000 Xxxxxxxxxxx Xxx | |||
| Xxxxx Xxxxxx, XX 00000 | |||
| 2. | Service Recipient — Xxx Xxxxx | ||
| 0000 Xxxxxxxxxxx Xxxxxx | |||
| Xxxxx Xxxxxx, XX 00000 |
NOTICE REQUIREMENTS
| Prior Notice Requirement to Terminate | ||||
| No. | Third Party Provider | Service | ||
| None required | See Term and Option above | |||
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PRICING & PAYMENT TERMS
| 1. | The monthly charges for contract manufacturing services provided under this TSA will be calculated on actual basis and the Service Provider will add 15% margin to the actual costs incurred. |
| a. | Service Recipient has an option to extend the TSA for another 3 months at the same monthly rate | ||
| b. | Service provider calculates all variable costs monthly — direct material and other costs (PPV, packaging, stores & spares, freight, customs, related to the manufacturing activity) and invoices the Service Recipient | ||
| c. | Service Recipient will charge as service fee 5% of the cost of Direct Labor and Indirect Labor being supplied (seconded) to the Service Provider | ||
| d. | Service Provider will credit Service Recipient labor fees from the overall monthly charges | ||
| e. | Refer to the table below for monthly calculation for the contract manufacturing fees |
| 2. | All Invoices are payable in Indian Rupees (INR). | ||
| 3. | Invoices will be prepared monthly and mailed to the service recipient via email or regular mail. | ||
| 4. | Service Provider to attach additional backup of all variable costs (direct materials, attached to these invoices | ||
| 5. | The 1st invoice will be dated on the last day of the financial closing in November | ||
| 6. | Invoice payment terms are net 30 days from invoice date. | ||
| 7. | Subsequent invoices will follow every 30 days |
6
SCHEDULE AB18
SERVICES TSA ANNEX FOR
AXMINSTER
SERVICES TSA ANNEX FOR
AXMINSTER
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to: Xxxx Xxxxxx
| Name | Title | Phone | ||||
Service Provider Xxxx Xxxxxx |
General Manager | Xxxx.Xxxxxx@xxx.xxx | ||||
Service Recipient Xxxxxx Xxxxx |
General Manager | Xxxxxx.Xxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
| 1. | Service Provider: ITT Industries Ltd. | ||
| 2. | Service Recipient: Lowara (UK) Ltd. |
GENERAL SERVICE DESCRIPTION
| 1. | Operations Services | ||
| 2. | Import/Export Services | ||
| 3. | INTRASTAT Compliance Services |
TERM AND OPTION
| 1. | 24 months — Commencing on the date of the separation into 3 companies | ||
| 2. | The 24 month Term shall not be extended. Service Recipient will have the option to terminate this agreement at any time after the 1st 12 months with 6 months advance written notice to the Service Provider. |
SERVICES TO BE PROVIDED
| 1. | Operations Services |
| a. | Lowara may need the services of ITT’s personnel for assistance with operations reporting. | ||
| b. | Lowara may need the services of ITT’s personnel for assistance with operational processes including quality control. |
| 2. | Import/Export Services |
1
| a. | Lowara may require the assistance of ITT personnel in the matters of export and import processes. | ||
| b. | Lowara may require the assistance of ITT personnel in the matters of export and import regulatory compliance. |
| 3. | INTRASTAT Services |
| a. | Lowara may require the assistance of ITT personnel for collecting information for INTRASTAT. | ||
| b. | Lowara may require the assistance of ITT personnel for reporting information to the governmental authorities for INTRASTAT. |
2
LOCATIONS
| 1. | Lowara facility located at the following address: |
Lowara (UK) Ltd.
Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx
Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx
PREREQUISITES/DEPENDENCIES
| 1. | Real Estate Sublease is in effect. | |
| 2. | Service Recipient will follow all of Service Provider’s Environmental, Safety, & Health (ES&H) policies and procedures while using the pump testing facilities. Service Provider will provide its ES&H written policies to Service Recipient at the outset of this agreement and agrees to provide overview training prior to the Service Recipient’s use of the pump testing facilities. | |
| 3. | Service Recipient’s customers will be granted access to the test facility along with Service Recipient’s representatives for a customer witnessed pump test. | |
| 4. | Service recipient is precluded from hiring Service Provider’s employees that may provide these services under this agreement for the duration of this agreement plus an additional 1 year after the agreement is terminated. | |
| 5. | In the event of 3rd party claims against Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at is sole cost the extent permitted to do so under United Kingdom law. |
TAX STATUS
| 1. | Service Provider — Payments received under the terms of this agreement will be considered taxable income in the United Kingdom | |
| 2. | Service Recipient — Payments made under the terms of this agreement will be tax deductible in the United Kingdom | |
| 3. | VAT of the current rate % of the invoice amount will be charged by the service provider to the service recipient |
BILLING LOCATION
| Lowara (UK) Ltd. Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx |
3
SERVICE LEVEL
| 1. | Service Provider agrees to use reasonable care and diligence in the fulfillment of all services described above. Service Provider also agrees that it will promptly carry out services based on reasonable business practices and judgment. |
NOTICES
| All correspondence with respect to this agreement should be sent to the Service Owners listed above. |
NOTICE REQUIREMENTS
| Prior Notice Requirement to | ||||
| No. | Third Party Provider | Terminate Service | ||
N/A
|
None required | See Term and Option above |
PRICING & PAYMENT TERMS
| 1. | The hourly fixed charge for Operations services, Import/Export services, and INTERSTAT Compliance services will be Cost plus 2% - 10% per hour for the term of this agreement — Payable in British Pounds. | |
| 2. | The fixed hourly rate of Cost plus 2% - 10% per hour shall be the minimum charge. Partial hour charges will be rounded up to include the entire hour. For example, a service provided in 2 hours and 20 minutes will be charged at 3 hours or Cost plus 2% - 10%. | |
| 3. | Invoices will be prepared monthly and mailed to the service provider via email. Invoices shall include the date services were provided, the name(s) of the person(s) who provided the service, and the number of hours spent providing the service. | |
| 4. | There will be no additional backup attached to these invoices. | |
| 5. | Invoice payment terms are net 30 days from invoice date. |
4
SCHEDULE AB19
TESTING SERVICES TSA SCHEDULE FOR INDIA
TESTING SERVICES TSA SCHEDULE FOR INDIA
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Service Provider Xxxx Xxxxxx |
General Manager, ITT Corporation India Pvt Ltd. Xxxx Xx 000X, XXXX Xxxxx, Xxxxxxxx, Xxxxx Xxxx. Xxxxxxxx, Xxxxxxx 391 770 |
|
Xxxx.Xxxxxx@xxx.xxx | |||
Service Recipient Xxx Xxxxxxxx |
President, Xylem Water Solutions India Pvt Ltd. Xxxx Xx 000X, XXXX Xxxxx, Xxxxxxxx, Xxxxx Xxxx. Xxxxxxxx, Xxxxxxx 391 770 |
Xxx.Xxxxxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
| 1. | Service Provider — ITT Corporation India Pvt. Ltd. | |
| 2. | Service Recipient — Xylem Water Solutions India Pvt. Ltd. |
GENERAL SERVICE DESCRIPTION
| 1. | Testing services for Xylem products using IP test bed infrastructure in the Baroda plant |
TERM AND OPTION
| 1. | Minimum Service Period — 22 months — Commencing on the Date of physical separation of Service Provider and Service Recipient. Physical separation occurs when Xylem manufacturing operations move in to the new Service Recipient plant. | |
| 2. | The Hourly Costs are set forth below under Pricing & Payment Terms. | |
| 3. | Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 12 months with 1 month advance written notice to the Service Provider | |
| 4. | This Agreement cannot be extended beyond 24 months after the Distribution Date. |
1
SERVICES TO BE PROVIDED
1. Testing of Xylem products
| a. | Service Provider provides Service Recipient full access to the test bed and infrastructure to fully test pumps and other related products | ||
| b. | Service Provider also provides tools, equipment and personnel to fully validate a product | ||
| c. | Service Provider also fully tests the products per instructions from Service Recipient or its customers or its agents | ||
| d. | Service Provider provides full report(s) on the results of the test and performance of the products | ||
| e. | Service Provider personnel will take control of the products at the loading dock and transfer the products to the test bed, install them on the test bed, fully test the products, remove the products and package them and return as required by Service Recipient | ||
| f. | Service Recipient or its agents or its customers will have access to the products while they are being prepared for testing, while products are being tested and while the products are being processed for return to Xylem | ||
| g. | Service Recipient or its agents or its customers will have access to the control room in order to witness the test. | ||
| h. | Only Service Provider personnel are allowed to run the test and operate all tools, machinery and controls related to the testing of these products |
2
LOCATIONS
1. IP facility located at the following address;
Xxxx Xx 000X, XXXX Xxxxx, Xxxxxxxx, Xxxxx Xxxx.
Xxxxxxxx, Xxxxxxx 391 770, India
Xxxxxxxx, Xxxxxxx 391 770, India
PREREQUISITES/DEPENDENCIES
| 1. | After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by customers or government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, after the TSA ends, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith; |
| a. | Clerical — US$20.00 | ||
| b. | Professional — US$30.00 | ||
| c. | Management — US$77.00 |
| 2. | At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Service Provider’s premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location. 3. In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Indian Law. |
TAX STATUS
| 1. | Service Provider — Payments received under the terms of this agreement will be considered taxable income in India | |
| 2. | Service Recipient — Payments made under the terms of this agreement will be tax deductible in India |
3
BILLING LOCATION
NOTICES
NOTICES
All correspondence with respect to this agreement should be sent to the Service Owners
listed above with copies to the following;
| 1. | Service Provider — Xxxxxx Xxxxxxx | |
| 0000 Xxxxxxxxxxx Xxx | ||
| Xxxxx Xxxxxx, XX 00000 | ||
| 2. | Service Recipient — Xxx Xxxxx | |
| 0000 Xxxxxxxxxxx Xxxxxx | ||
| Xxxxx Xxxxxx, XX 00000 |
NOTICE REQUIREMENTS
| Prior Notice Requirement to Terminate | ||||
| No. | Third Party Provider | Service | ||
| None required | See Term and Option above | |||
4
PRICING & PAYMENT TERMS
| 1. | The hourly fixed charge for testing services provided under this TSA will be cost plus 10% to 15% handling charges. |
| a. | Year 1 handling charges: 10% to 15%. Year 2 handling charges: 10% to 15% |
| 2. | Refer to the table below for the pricing details | |
| 3. | All Invoices are payable in Indian Rupees (INR). | |
| 4. | Invoices will be prepared monthly and mailed to the service recipient via email or regular mail. | |
| 5. | The 1st invoice will be dated on the last day of the financial closing in December 2011 | |
| 6. | Invoice payment terms are net 30 days from invoice date. | |
| 7. | Subsequent invoices will follow every 30 days as long as there is activity. If Service Recipient doesn’t use any testing services in any given month, Service Provider doesn’t have to provide an invoice. |
5
| Details | INR | USD | Source | |||||||||||||
Sale Value (To end Customer) |
— | |||||||||||||||
| Add | Taxes |
— | ||||||||||||||
Total Sales Value |
— | — | ||||||||||||||
| Less | Actual Cost of Material |
— | ||||||||||||||
| Less | PPV |
— | ||||||||||||||
| Less | Actual Cost of Packing Material |
— | ||||||||||||||
| Less | Actual Cost of Stores & Spares |
— | ||||||||||||||
| Less | Actual Cost of Freight |
— | ||||||||||||||
| Less | Actual Customs cost |
— | ||||||||||||||
Total Cost |
— | — | ||||||||||||||
Margin |
— | — | ||||||||||||||
| 5 | % | Manpower Deputation Charges |
||||||||||||||
Debit Note Basic Value |
||||||||||||||||
| Add | Service Tax |
|||||||||||||||
Xylem DN to ITTCo |
||||||||||||||||
Notes
| 1 | Invoices shall be raised on a monthly basis | |
| 2 | All data will be from ERP Lx | |
| 3 | Freight & Customs data will be based on actual bills booked |
| Xylem Manpower Deputation Charges | (INR) | |||||||
| Salary Cost | Cost - Aug | Margin | ||||||
DL |
||||||||
Overheads |
||||||||
S&M |
— | |||||||
G&A |
— | |||||||
Total |
||||||||
6
Schedule AC1
ACCOUNTS PAYABLE, SUPPLIER
PAYMENT AND SALES & USE TAX
SERVICES
ACCOUNTS PAYABLE, SUPPLIER
PAYMENT AND SALES & USE TAX
SERVICES
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, expect where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxx Xxxxx ITT Corporation |
ITT Shared Service Working Capital Manager |
xxx.xxxxx@xxx.xxx | ||||
| Xxxxxxxxx Xxxxxxx Exelis Inc. |
Senior Business Analyst | xxxxxxxxx.xxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Accounts Payable, Supplier Payment and Sales and Use Tax
Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Transaction | Period | Service | ||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide Accounts Payable, Supplier Payment and Sales and Use Tax Services: | ||||||||||||
| Sales and Use Tax Services — The Service Provider will provide: | ||||||||||||
SS-AP-SP -01
|
Accounts Payable and Supplier Payment Processing Services | • The Service Provider based on Sales and Use
tax data received in a predefined form from the
Service Receiver’s Business Units, will prepare the
Sales and Use Tax Returns. A list of all valid
Service Receiver Business Units is found in
Attachment A.
|
720 Returns per Year | |||||||||
• The Service Provider will file all required
Sales and Use Tax Returns together with payments
that are required. The Service Provider will send
copies of the Returns to the appropriate Service
Receiver Business Units.
|
720 Returns per Year | |||||||||||
• The Service Provider, on receipt of phone
calls and emails, will respond to routine inquiries
and correspondence from the various jurisdictions. |
||||||||||||
• Taxware Configuration Support — The
Service Provider on receiving Jurisdiction Change
information from the Service Receiver will
configure jurisdictional tax obligations. The
Service Provider on receipt of a request from the
Service Receiver will provide Use Tax information
(via the ZUSE_TAX report) to the Service Receiver. |
||||||||||||
• Value Added Tax (VAT) Recovery Support —
The Service Provider will review vendor invoices
for VAT charges, and submit VAT included invoices
to 3rd party (Meridian) for submission
to VAT Taxing Authorities. Upon receipt of a VAT
refund check from the Service Receiver’s
3rd party (Meridian), Service Provider
will provide the funds to the Service Receiver’s
Business Unit.
|
18 | Cost plus 2% - 10% | ||||||||||
| Accounts Payable and Supplier Payment Vendor Master Data Maintenance: | ||||||||||||
• The Service Provider on receiving Service
Receiver approved remit-to vendor set-ups and
update requests submitted via the vendor portal,
will utilize address standardization and duplicate
checking to review and approve or reject the vendor
request. If approved, the add/changed Vendor
information will be updated in the vendor master
within 1 hour between the hours of 8:00am and
5:00pm EST. |
||||||||||||
• The Service Provider on receiving a Credit
Reference Request form, will forward the request to
the Service Provider’s Banking partner (Citibank)
where they process the request. |
||||||||||||
• The Service Provider after receiving
electronic banking details from the Service
Receiver or their Vendor, adds all Banking Details.
The Service Provider requires complete (per
banking requirement instructions) electronic
banking details be sent to the Vendor
Administrator, and will be processed within 48
hours. |
||||||||||||
2
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Transaction | Period | Service | ||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• The Service Provider reserves the right to
be the sole owner and administrator of Master
Programs, Tables, Data, and Application Security
and Access controls will as necessary get joint
approval from all Service Receivers for those
proposed changes that will impact another Service
Receiver. |
||||||||||||
| In addition, the Provider will provide the following services: Complete SAP Month End jobs and reports to support postings. | ||||||||||||
| Accounts Payable and Supplier Payment Document Management and Processing: | ||||||||||||
• The Service Provider will pick up mail from
the Service Receiver’s Seneca Falls Post Office
Box.
|
159,878 Documents per Year |
|||||||||||
• The Service Provider on receiving incoming
documents (e.g., mail, fax, non-Service Receiver
email) from the Service Receiver or Service
Receiver’s Suppliers, are opened, reviewed, and
scanned into SAP within 1 business day, and are
indexed within 2 business days. Priority documents
are indexed within 1 business day. The Service
Provider’s Document Processing and Help Desk Teams
determine priority. Upon completion of indexing,
the documents route to either the Check Request
portal for further input by the Service Receiver or
on to Document Processing for matching by the
Service Provider. |
||||||||||||
• Non-compliant workflow handling — Accounts
Payable document received by the Service Provider,
which does not contain sufficient information to be
indexed, is routed to the Service Receiver for
Non-Compliant Workflow review. The Service
Receiver must provide direction to the Service
Provider prior to any additional processing. |
||||||||||||
• Duplicate Checking — The Service Provider
for each Accounts Payable document received
compares it to previously received and processed
documents to ensure no duplicate invoices are
processed, and will delete duplicate as necessary. |
||||||||||||
• The Service Provider will store all Service
Receiver’s Invoices and attachment information
onsite and off-site with an external document
storage vendor (Iron Mountain). |
||||||||||||
| Accounts Payable and Supplier Payment Document Processing: | ||||||||||||
• The Service Provider will for all Purchase
Order related invoices either 2 or 3 way match
them. Any documents found by the Service Provider
having exceptions or needing approvals, are parked
for review by the Service Receiver, all matched
documents are posted.
|
241,547 Documents per Year |
|||||||||||
3
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Transaction | Period | Service | ||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• The Service Provider receives electronic
documents via interface from the Service Receiver
or an internal business group within Provider.
Documents are received and posted automatically
unless an exception exists. A combination of one
or more of these components: PO, tax review, and an
Accounts Payable document can be received from the
Service Receiver or an internal business group
within Provider. The Service Provider will retain
all hard copy invoices for DCAA audit requirements.
|
84,587 Documents per Year |
|||||||||||
• For Service Receiver’s Business Units that
cannot support foreign currency payments through
Receiver’s Purchase Order systems, the Service
Provider requires additional processing prior to
payment. Invoices received in a currency other
than USD and CAD require an update to the Purchase
Order prior to invoice posting. The Service
Provider will provide the Service Receiver the
converted USD or CAD value, so that the Purchase
Order can be updated to match the provided amount. |
||||||||||||
• The Service Provider determining any
Accounts Payable document that does not pass the 2
or 3 way match or requires approval, must be parked
for review by the Service Receiver. |
||||||||||||
• The Service Provider on receiving returned
‘parked’ documents from the Service Receiver, will: |
||||||||||||
• Process the returned corrective actions for
each ‘parked’ document, specified by the Service
Receiver. The Service Receiver must review each
‘parked’ document. |
||||||||||||
• Review the directions provided by the
Service Receiver and either post, delete, delete
and recreate, or re-park the document based on the
comments provided by the Service Receiver and the
ability to match the document |
||||||||||||
• No item in the processing queue should
remain in the queue greater than 5 business days.
On a daily basis the processing team will also work
priorities based on status and due date. |
||||||||||||
• The Service Provider will review upon
receipt of a One-Time Vendor check request
submitted via the check request portal from the
Service Receiver, will be reviewed by the Service
Provider, and sent to the Service Receiver’s
approver regardless of approval limit. |
||||||||||||
• The Service Provider on receiving Stop
Payment and Void notifications from the Service
Receiver’s bank, will process Stop payments and
voids within SAP (in conjunction with Treasury
processing with the bank) and Invoice reversals
when necessary.
|
521 Requests per Year |
|||||||||||
4
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Transaction | Period | Service | ||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Accounts Payable and Supplier Payment Vendor Payment Processing: | ||||||||||||
• The Service Provider will execute Payment
runs on Mondays, Wednesdays, and Fridays (excluding
USA and Canadian holidays) at 8:00am EST, for those
invoices, which have reached to their Due Dates,
and transmit Payment file to the Service Receiver’s
Bank.
|
1,368 Payment Runs per Year |
|||||||||||
• The Service Provider will review any
exceptions from the payment process, and will
update the system accordingly. |
||||||||||||
• The Service Provider on receipt of a Vendor
Refund request from the Service Receiver, or a
returned payment from the Post Office, will process
them appropriately |
||||||||||||
• The Service Provider on receipt of an
Emergency request, will provide to the Service
Receiver Emergency payment services. These
services are processed from Seneca Falls, between
1:00pm and 2:00pm EST daily excluding USA/Canadian
Holidays. All overnight instructions are to be
provided in advance. This service should be
reserved for true emergencies only based on the
urgency of the transaction (shut-offs which
severely impact business operations) subject to
approval by Service Provider. Emergency Check
requests received by the Service Provider after
2:00pm EST are subject to additional charges. |
||||||||||||
• The Service Provider will process
Intercompany Payments twice each month. |
||||||||||||
| Accounts Payable and Supplier Payment Help Desk Processing — The Service Provider will provide Help Desk services to the Service Receiver: | ||||||||||||
• The Service Provider will receive inquiries
via Issuetrak from the Service Receiver or their
Vendors are received and recorded centrally. The
Service Provider will create Tickets, assign
priority and will be resolved by the Service
Provider Help Desk staff or appropriate resources.
|
4,376 Internal User Inquiries per Year |
|||||||||||
• The Service Provider will receive approved
User ID requests through Issuetrak from the Service
Receiver, and will update the appropriate user
access information necessary to provide user
access. |
||||||||||||
• The Service Provider will provide access to
applications through user request form(s) submitted
by Service Receiver via Service Provider P2P Help
Desk tickets for authorized service receiver users.
Service Provider will maintain and reset SAP user
passwords and application security through Provider
P2P Help Desk requests. Service Provider will
monitor and restrict unauthorized access to source
code and data. User add/update/delete requests will
be completed within three (3) business days of
receipt of complete, approved form.
|
176 Requests (Adds, Deletes, and Updates) per Year | |||||||||||
5
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Transaction | Period | Service | ||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Tickets are assigned a priority of High,
Medium and Urgent. High tickets are resolved
within 1 business day, and Medium tickets are
resolved within 2 business Days. Urgent priority
tickets are responded to within 1 hour, during
normal Service Provider business day. Tickets
classified as User set-ups and others are completed
within 3 days. |
||||||||||||
| The Service Provider will receive approved User ID requests through Issuetrak from the Service Receiver and will update the appropriate user. | ||||||||||||
| Accounts Payable and Supplier Payment Reporting and Processing: | ||||||||||||
• Daily Reporting — The Service Provider will
continue to provide any daily reports currently
provided to the Service Receiver automatically
through email or SAP inbox.
|
11 Postings per Business Unit per Month (month-end processing) |
|||||||||||
• Month-End Processing — All transactions
posted throughout the month are accounted for at
month end and updates sent to the Service
Receiver’s Business Units for posting on their
ledger. Reports are sent to Service receiver via
an email or SAP inbox. |
||||||||||||
• Year-End Processing — All parked documents
as of 12/31 are completed and recreated in the new
fiscal year via an electronic message. |
||||||||||||
• 1099’s — Service Provider will consolidate
all transactions posted against vendors labeled as
1099 vendors throughout the year for 1099 issuance
and filing. Service Receiver must continue to
provide any non SAP 1099 data to the Service
Provider and review and obtain W-9 for all One Time
Vendor requests for 1099 compliance. |
||||||||||||
| Accounts Payable and Supplier Payment Audit Support: | ||||||||||||
• The Service Provider will continue to
provide existing reporting, invoice copies, and
payment information (in conjunction with Treasury)
upon audit request. Service Receiver will be
responsible for transactions for which Service
Provider systems are not the system of record. |
||||||||||||
6
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Transaction | Period | Service | ||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide application support services for P2P Delivery Environment, which consists of SAP, Vendor Portal, Taxware, OpenText, and Interface Infrastructure MQ and XI (MQ support is only on Provider’s MQ): | ||||||||||||
SS-AP-SP -02
|
P2P Delivery Environment Application Support Services |
• P2P Delivery Environment Support &
Maintenance — Service Provider will monitor
incident resolution requests; and recommend and
implement incident resolution. Service Provider
will identify and communicate breaks in
application, develop solution to address break, and
implement fixes to resolve break. Service Provide
reserves the right to charge time and material for
a Service Receiver initiated break which requires
greater than 8 hours to resolve. Service Provider
will maintain production batch schedule, assess
impact of failed batch jobs, and adjust schedule to
account for batch job failures and delays. Service
Provider will execute web server and application
server configuration changes; and monitor and
maintain application administration. Service
Provider will provide SAP Basis support,
development support for the P2P Delivery
Environment, and configuration management in
support of business as usual activities (excludes
enhancement requests by Service Receiver).
Requests for support and maintenance will be
submitted and tracked via Service Provider Help
Desk ticket.
|
534 SAP Users 241,547 Invoice Postings per Year 44,022 New Purchase Orders Created per Year |
|||||||||
Service Provider will publish scheduled down time
which will allow for normal maintenance of the P2P
environment including operating system upgrades;
database maintenance, and other tasks required in
order to keep environment running efficiently.
Ad-Hoc down time will be communicated to Service
Receiver with 3 business days advance notice where
possible. |
||||||||||||
• P2P Delivery Environment Testing Support -
Support of Receiver requested testing cycles are
included in services during the TSA with the
following exceptions to be treated as supplemental
services and charged via Time and Materials Based
on Additional Pricing Section: |
||||||||||||
• Testing requiring a client refresh more
than twice a year. |
||||||||||||
• Test requiring run and verification of a
full month-end close where Provider and Receiver
are not in consensus that the change has an impact
to month-end close. |
||||||||||||
7
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 3% (such activity, including any such 3% deviation, “Business
as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate
Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and
materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided
prior to the distribution date will be supported as part of this agreement. Service Provider will
use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory
or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service
Receiver in meeting new legal obligations will be provided on a time and materials basis as
described in the Additional Pricing section of this agreement. Any changes to 3rd party
relationships which require interface modifications or re-writes are not included as part of the
scope of this agreement. Should the Service Receiver require such changes, Parties agree to
negotiate in good faith with regard to such modification. In the event modifications to the
services provided are required by law for only the Service Recipient and such modifications
increase the cost for Service Provider, Service Recipient that requires the modifications shall pay
all the additional costs including the costs for the other Service Recipients.
8
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
SS-AP-SP -03
|
Accounts Payable and Supplier Payment & P2P Delivery Environment Migration | Service Provider will
make commercially
reasonable efforts to
assist Service
Receiver in exiting
of this agreement.
These efforts
include:
• Support of
data extraction
requests from the
Service Receiver
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, and
current state
functional data
mapping |
Time and Materials Based on Additional Pricing Section | |||
SS-AP-SP -04
|
Accounts Payable
and Supplier
Payment & P2P
Delivery Environment Knowledge Transfer |
Service Provider will
provide the following
knowledge transfer
services: • Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to
Accounts Payable and
Supplier Payment;
Sales and Use Tax;
and P2P Delivery
Environment services |
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to Accounts Payable and Supplier Payment Processing
by Service Receiver not mentioned in this Schedule or not included within the costs documented in
this agreement, Service Receiver will provide a discreet project request and submit such request to
Service Provider using the formalized Change Request attached as Annex A for consideration by
Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
9
LOCATIONS
Services are initially provided from Seneca Falls, USA to other USA and Canada locations.
PREREQUISITES/DEPENDENCIES
| • | If Service Receiver or their Supplier(s) provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear extraordinary cost and external fees incurred to rectify the issue. | |
| • | The Service Receiver, will strive to see that all invoices sent by their Suppliers are sent directly to Seneca Falls and must reference a valid Purchase Order number (where applicable), in order for the Service Provider to meet existing Service Levels. | |
| • | Any external fees associated with late returns due to the Service Receiver missing these requirements (3 bullets below) is the responsibility of the Service Receiver | |
| • | The Service Receiver will furnish to the Service Provider relevant and accurate Sales and Use tax data by the end of the second week after each month end closing or the 10th of the month, whichever comes first. | |
| • | The Service Receiver will be responsible to register with appropriate Taxing Authorities for any new locations (Business Units). The Service Receiver will ensure that the applicable tax registration information will be provided to the Service Provider in a timely fashion. | |
| • | The Service Receiver will be responsible for updating and maintaining any changes with existing registrations with Taxing Authorities. Notification of changes will be provided to the Service Provider, if applicable. | |
| • | The Service Receiver is required to ensure accuracy of the vendor master records used in the transactions including: address, and terms from the vendor master or Purchase Order. The Service Provider is responsible for vendor remit to maintenance and accuracy. | |
| • | The Service Receiver is responsible for the cost and outstanding liabilities of any additional Service Receiver location, not found in Attachment A, prior to the Service Provider providing services. | |
| • | Service Receiver will maintain the interfaces documented in Attachment B. | |
| • | Service Receiver must have one of following the ERP systems active and maintained along with associated interfaces for the duration this agreement is in effect: Order Management System (OMS) and Infinium. |
10
| • | Service Receiver must have MQ Series active and maintained for the duration this agreement is in effect. | |
| • | Service Receiver will support testing as required for changes implemented by Service Provider for BAU enhancements or where mandated by any 3rd party vendor support, e.g. SAP. Where enhancements require extensive testing by the Service Receiver, Service Provider will get approval from Service Receiver. | |
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such classifications
shall be consistent with the priorities Service Provider set for itself as a recipient of
services.
The P2P Delivery Environment scheduled downtime will be Mondays and Tuesdays from 10:00 PM to
3:30 AM ET and Sundays from 1:00 AM to 8:00 AM ET.
Service Provider P2P Help Desk support is available 8:00 AM — 5:00 PM ET Monday through
Friday except for holidays. Items are assessed for priority within one (1) hour of receipt.
Barring circumstances outside of Service Provider’s control, urgent priority items are
addressed within one (1) hour. High priority items will be responded to within one (1)
business day and medium priority within two (2) business days. Priority is assessed by the
helpdesk staff with direction from Service Receiver.
In the event incidents cannot be resolved, Service Provider shall promptly notify Service
Receiver and work together to try and resolve such incidents.
11
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
12
ATTACHMENT A
The Service Provider will perform services on behalf of the Service Receiver, to the following
Service Receiver Business Units:
| Pre-day 1 | ||||
| Company Codes | Company name | City | ||
1005
|
ITT Communication Systems | Fort Xxxxx | ||
1010
|
ITT Electronic Warfare/Electronic Systems | Xxxxxxx | ||
1018
|
ITT Defense HQ | Seneca Falls | ||
1160
|
ITT Advanced Engineering & Sciences | Reston | ||
1165
|
ITT Radar Systems (Xxxxxxxxx) | Van Nuys | ||
1170
|
ITT Defense HQ | XxXxxx | ||
1180
|
Night Vision | Roanoke | ||
1185
|
SSD | Rochester | ||
1186
|
SSD | Rochester | ||
1190
|
ITT Communication Information Systems (CIS) |
Colorado Springs | ||
1191
|
Systems — HQ | Colorado Springs | ||
1195
|
Systems — SSI | Colorado Springs | ||
1198
|
Systems — FSIC | Colorado Springs | ||
1199
|
ITT Communication Systems Colorado Springs | Colorado Springs | ||
1200
|
ITT Communication Systems CNS | Charleston |
NOTES:
| 1) | All times noted are U.S. Eastern Time Zone | ||
| 2) | Hours quoted are business hours (i.e. Monday — Friday excluding local Holidays) only, excludes Saturday and Sunday | ||
| 3) | A “business day” equals 24 hours |
13
ATTACHMENT B
| Interface Name | Business Purpose | Source | Destination | Frequency | ||||
Vendor |
Central Vendor Master Maintenance | Service Provider | Service Receiver | Real-time | ||||
Purchase Order |
Purchase Order add, change, delete | Service Receiver | Service Provider | Real-time | ||||
Receipts |
Receipt posting and reversals | Service Receiver | Service Provider | Real-time | ||||
Invoice Posting |
Invoice posting and reversals | Service Provider | Service Receiver | Real-time | ||||
Invoice Payment |
Payment posting and reversals | Service Provider | Service Receiver | Real-time | ||||
| Month End Reconciliation: | ||||||||
ME_APRECLS |
ME A/P trade reclass | Service Provider | Service Receiver | Month End | ||||
ME_FCREVAL |
ME Foreign Currency revaluation | Service Provider | Service Receiver | Month End | ||||
ME_HCR |
ME Headquarter cash reclearing | Service Provider | Service Receiver | Month End | ||||
ME_ICRECFX |
MW Intercompany FX reclass | Service Provider | Service Receiver | Month End | ||||
ME_ICRECLS |
ME Intercompany Payables reclass | Service Provider | Service Receiver | Month End | ||||
ME_OCR |
ME Uncleared Cash reclass | Service Provider | Service Receiver | Month End | ||||
ME_SMLDIFF |
ME Small Difference balancing | Service Provider | Service Receiver | Month End | ||||
ME_SSF |
ME Shared Service Fee — P2P | Service Provider | Service Receiver | Month End | ||||
ME_SSFEBUY |
ME Shared Service Fee — eBuyITT | Service Provider | Service Receiver | Month End | ||||
ME_TAXRCLS |
ME Sales & Use tax reclass (for self-assessed tax) |
Service Provider | Service Receiver | Month End | ||||
ME_VDPFX |
MW Vendor down payment | Service Provider | Service Receiver | Month End | ||||
14
Schedule AC2
eBuyITT INVOICE PROCESSING
SERVICES
eBuyITT INVOICE PROCESSING
SERVICES
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, expect where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxxxxx Xxxxxxxx ITT Corporation |
Manager, TDS
Business Relationships & Corporate Travel |
xxxx.xxxxxxxx@xxxxxxx.xxx | ||||
Xxx Xxxxxx
|
TSA Manager | xxx.xxxxxx@xxx.xxx | ||||
GENERAL SERVICE DESCRIPTION
Service Provider will perform eBuyITT Invoice Processing Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum Service |
||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide eBuyITT Invoice Processing Services: | ||||||||||||
• eBuyITT Invoice Review — The
Service Provider will receive designated
invoice submissions from the Service
Receiver’s eBuyITT enabled Suppliers (via
EDI transaction or manual entry) and prep
invoices and feed the submitted invoices to
Perfect Commerce. The Service Provider will
use the daily invoice feeds from Perfect
Commerce to prep invoices for financial
back office operations.
|
8,418 Hard Copy Invoices Annually* / 34,693 Invoices Annually |
|||||||||||
• eBuyITT Exception Handling and
Resolution — The Service Provider will
reconcile and re-validate invoices flagged
with validation errors. Once the invoice
is validated, the Service Provider will
process it as stated above. Mismatched
invoices will not be paid without
resolution.
|
2,800 Transactions Annually |
|||||||||||
SS-eBuyITT- -01
|
eBuyITT Invoice Processing Services |
• Invoice Recording & Payment
Processing — Service Provider will send the
balanced invoices to an internal business
unit within the Service Provider, on a
daily basis, for additional Accounts
Payable recording and payment processing
for the Service Receiver.
|
8,418 Hard Copy Invoices Annually* / 34,693 Invoices Annually |
|||||||||
• Vendor File Maintenance — The
Service Provider will receive vendor master
data for new vendor setup from an internal
business unit to perform Vendor File
Maintenance.
|
As Needed Basis | 18 | Cost plus 2% - 10% | |||||||||
• Tax Exempt Certificate File
Maintenance — The Service Provider will
receive Service Receiver Supplier’s tax
exempt vendor certificates from an internal
business unit to maintain tax exempt master
file.
|
8,418 Hard Copy Invoices Annually* / 34,693 Invoices Annually |
|||||||||||
• Cost Distribution Services —
Service Provider will use validated
invoices as documented above to provide
Service Receiver a cost distribution file
transmitted via FTP and/or email, or
transmitted to an internal business unit
data and centralized tax services via the
current Purchase to pay distribution
process to all Service Receiver’s business
units that are currently on Purchase to
Pay. The Service Provider will provide cost
distribution and taxability indicators, per
agreed frequency to the Service Receiver’s
business units that are not currently
supported by the Shared Services Accounts
Payable (P2P) process).
|
As Needed Basis | |||||||||||
• eBuyITT Aged-Invoice Workflow
Notification — Service Provider will
perform routine communication of aged open
invoices requiring Service Receiver triage
and action.
|
As Needed Basis | |||||||||||
2
| * | Note: The BAU transaction volume for hard copy invoices, and not the total invoice volume (i.e., both electronic and hard copy), will be used as the pre-distribution date baseline to calculate changes in service volumes (plus or minus 10%) as defined in the next section. |
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships
which require interface modifications or re-writes (e.g., Benefits provider change) are not
included as part of the scope of this agreement. Should the Service Receiver require such changes,
Parties agree to negotiate in good faith with regard to such modification. In the event
modifications to the services provided are required by law for only the Service Recipient and such
modifications increase the cost for Service Provider, Service Recipient that requires the
modifications shall pay all the additional costs including the costs for the other Service
Recipients.
3
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
SS-eBuyITT-02
|
eBuyITT Invoice Processing Services Migration |
• Support of
data extraction
requests from the
Service Receiver |
||||
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, and
current state
functional data
mapping
|
Time and Materials Based on Additional Pricing Section | |||||
SS-eBuyITT-03
|
eBuyITT Invoice Processing Services Knowledge Transfer |
Service Provider will provide the following knowledge transfer services: | ||||
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to eBuyITT
services
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to eBuyITT Invoice Processing by Service Receiver
not mentioned in this Schedule or not included within the costs documented in this agreement,
Service Receiver will provide a discreet project request and submit such request to Service
Provider using the formalized Change Request attached as Annex A for consideration by Service
Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period
requested without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
4
LOCATIONS
Services are initially provided from Palm Coast, FL USA to other USA locations.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt). | |
| • | If Service Receiver or their suppliers provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | |
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | |
| • | Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) and utilize Perfect Commerce as the eProcurement platform for the duration this agreement is in effect. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set for
itself as a recipient of services.
In the event incidents cannot be resolved, Service Provider shall promptly notify
Service Receiver and work together to try and resolve such incidents.
5
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
SCHEDULE AC3
P-CARD TRANSACTION PROCESSING
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxxxxx Xxxxxxxx ITT Corporation |
Manager, TDS Business Relationships & Corporate Travel |
xxxx.xxxxxxxx@xxxxxxx.xxx | ||||
Xxx Xxxxxx
Exelis Inc. |
TSA Manager | xxx.xxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform P-Card Transaction Processing Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide P-Card Transaction Processing Services: | ||||||||||||
• P-Card Invoice Review — The Service
Provider will receive a notification and data
file from US Bank once monthly containing
transaction details and Company information
for Service Receiver’s P-Card holders. In
addition, the Service Provider will receive
from an internal business unit an
authorization to proceed with the P-Card File
download. The Service Provider will review
the file, format data for financial
processing, and validate invoices for
completeness and accuracy. The Service
Provider will flag invoices with validation
errors. The Service Provider will use booked
AP invoices to generate proprietary data files
to be sent via email to Service Receiver’s
Treasury Department for payment settlement.
|
410 Transactions Annually |
|||||||||||
SS-PCard Processing-01 |
P-Card Transaction Processing Services |
• P-Card Exception Handling and
Resolution — The Service Provider will
reconcile and re-validate invoices flagged
with validation errors. Once the invoice is
validated, the Service Provider will process
it as stated above. Mismatched invoices will
not be paid without resolution. For
processing credits, the Service Provider will
insure that management accounts have monthly
debit balances prior to transmission to
Service Receiver’s Treasury Department. If a
management account is received as a zero or
credit balance, the Service Provider will
remove credit transactions from being
processed in ascending order until the
management account reflects a debit balance.
The Service Provider will communicate the
removed credits to the internal business unit
for resolution.
|
130 Transactions Annually |
18 | “Cost plus 2% - 10%” | |||||||
• P-Card Cost Distribution — The
Service Provider will use validated invoices
as documented above to provide Service
Receiver a Cost Distribution file transmitted
via File Transfer Protocol (FTP) and/or email.
|
21 Transactions per Month |
|||||||||||
• P-Card File Maintenance — The Service
Provider will perform file maintenance based
on internal business unit approval for new
and/or changes to P-Card holders. Only valid,
internal business unit-approved cardholder
transactions are processed. Three (3)
business days prior notice is required to
maintain P-Card file.
|
As Needed Basis | |||||||||||
2
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications increase the cost for Service Provider,
Service Recipient that requires the modifications shall pay all the additional costs including the
costs for the other Service Recipients.
Exit Services
3
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
• Support of
data extraction
requests from the
Service Receiver |
||||||
SS-PCard Processing-02 |
P-Card Transaction Processing Migration |
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, and
functional data
mapping
|
Time and Materials Based on Additional Pricing Section | |||
| Service Provider will provide the following knowledge transfer services: | ||||||
SS-PCard Processing-03 |
P-Card Transaction Processing Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to P-Card
Transaction
Processing services
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to P-Card Transaction Processing by Service
Receiver not mentioned in this Schedule or not included within the costs documented in this
agreement, Service Receiver will provide a discreet project request and submit such request to
Service Provider using the formalized Change Request attached as Annex A for consideration by
Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver. Service
Provider need not provide a price quote or perform the services. Where a price quote is provided,
Service Provider shall provide the service requested upon acceptance of the price.
4
LOCATIONS
Services are initially provided from Palm Coast, FL, USA to other USA locations.
PREREQUISITES/DEPENDENCIES
| • | If Service Receiver, or their Supplier(s), provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Service Receiver, in a separate and independent agreement, must utilize US Bank as the P-Card supplier for the duration this agreement is in effect. | ||
| • | Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) for the duration this agreement is in effect. | ||
| • | Service Receiver must maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt) and payment settlement interface (Treasury) for the duration this agreement is in effect. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set
for itself as a recipient of services.
In the event incidents cannot be resolved, Service Provider shall promptly
notify Service Receiver and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be
required, the costs for those external resources will be reviewed with the Service Receiver prior
to execution of the project.
5
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
SCHEDULE AC4
TELECOM INVOICE PROCESSING
SERVICES (TAPS)
TELECOM INVOICE PROCESSING
SERVICES (TAPS)
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxxxxx Xxxxxxxx ITT Corporation |
Manager, TDS Business Relationships & Corporate Travel |
xxxx.xxxxxxxx@xxxxxxx.xxx | ||||
Xxxxx XxXxxxxx
Exelis Inc.
|
Director, Enterprise Infrastructure Operations |
xxxxx.xxxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Telecom Invoice Processing Services (TAPS), for Long Distance
Voice and Data Circuitry, for Service Receiver.
Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide Telecom Invoice Processing (TAPS) Services: | ||||||||||||
• TAPS supplier
statements — The
Service Provider will
receive Service
Receiver’s current
Primary Telecom
Service Supplier
statements monthly.
The statements are
transmitted via EDI,
or entered manually
via paper statements,
to the Service
Provider. To produce
balanced TAPS
statements, the
Service Provider will
perform various
validation and
duplication
protection routines
with criteria
including Master
Control Number,
Account number, and
AT&T Statement
numbers. Only total
current charges are
recognized in the
TAPS system for
processing each
month.
|
2,700 Transactions Annually |
|||||||||||
SS-TAPS-01
|
Telecom Invoice Processing Services (TAPS) |
• TAPS
Exception Handling
and Resolution -
Service Provider will
reconcile accounts
that failed
validation. The
Service Provider will
make commercially
reasonable efforts to
gain resolution from
the Service Receiver,
to produce resolved
accounts that are
ready for financial
processing. Accounts
that fail validation
are not paid without
resolution.
|
90 Transactions Annually |
9 | Cost plus 2% - 10% | |||||||
• Invoice
Recording & Payment
Processing — Service
Provider will send
the balanced invoices
to an internal
business unit within
the Service Provider,
on a monthly basis,
for additional
Accounts Payable
recording and payment
processing for the
Service Receiver.
|
2,700 Transactions Annually |
|||||||||||
• TAPS Cost
Distribution — The
Service Provider will
transmit to the
Service Receiver a
Cost Distribution
file from the
processed validated
Statements, Service
Provider will
transmit this file
via FTP and/or email
to the Service
Receiver.
|
27 Transactions per Month |
|||||||||||
• TAPS Customer
File Maintenance —
The Service Provider
will perform Customer
File Maintenance
after receiving a
Change Request from
the Service Receiver.
Only valid, ITT
Customer accounts and
Statements are
processed. Three (3)
business days prior
notice are required
to maintain the
Customer file.
|
45 Transactions Annually |
|||||||||||
2
Service Volumes Greater or Less Than Observed Pre-Distribution
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented in this agreement | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications increase the cost for Service Provider,
Service Recipient that requires the modifications shall pay all the additional costs including the
costs for the other Service Recipients.
3
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
• Support of
data extraction
requests from the
Service Receiver |
||||||
SS-TAPS-02
|
Telecom Invoice Processing (TAPS) Migration |
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes and
functional data
mapping
|
Time and Materials Based on Additional Pricing Section | |||
| Service Provider will provide the following knowledge transfer services: | ||||||
SS-TAPS-03
|
Telcom Invoice Processing (TAPS) Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to Telecom
Invoice Processing
(TAPS) services
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to Telecom Invoice Processing Services (TAPS) by
Service Receiver not mentioned in this Schedule or not included within the costs documented in this
agreement, Service Receiver will provide a discreet project request and submit such request to
Service Provider using the formalized Change Request attached as Annex A for consideration by
Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
4
LOCATIONS
Services are initially provided from Palm Coast, FL, USA to other USA
locations and select EU and Asia locations.
PREREQUISITES/DEPENDENCIES
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | |
| • | If Service Receiver, or their Supplier(s), sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | |
| • | Service Receiver must actively be engaged on the Accounts Payable and Supplier Payment TSA for the duration this agreement is in effect. | |
| • | Service Receiver must actively be engaged in the circuitry configuration and inventory control of their networks and have Subject Matter Experts (SME) available to assist with statement processing discrepancies. | |
| • | Service Receiver, in a separate and independent agreement, must utilize AT&T as the telecommunication data vendor. | |
| • | Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt). |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set
for itself as a recipient of services.
In the event incidents cannot be resolved, Service Provider shall promptly
notify Service Receiver and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
5
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
SCHEDULE AC5
U.S
ACTIVE SALARIED ELIGIBLE
EMPLOYEES MEDICAL, PHARMACY
AND DENTAL PROGRAM
U.S
ACTIVE SALARIED ELIGIBLE
EMPLOYEES MEDICAL, PHARMACY
AND DENTAL PROGRAM
Capitalized terms used herein and not otherwise defined shall have the meaning assigned such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
| Service Provider’s Contact ITT Corporation Xxxxxxx Xxxxxxx Xxxx Xxxxx Xxxxxx Xxxxxx Service Recipient’s Contact Exelis Inc. Xxxx Xxxx Xxxx Xxxxx |
Mgr, Benefits Planning and Administration Benefits Analyst Manager, Benefits Financial Reporting Director of Global Benefits Manager of Benefits Administration. |
[ ] |
Xxx.xxxxxxx@xxx.xxx Xxxx.xxxxx@xxx.xxx Xxxxxx.xxxxxx@xxx.xxx Xxxx.xxxx@xxx.xxx Xxxx.Xxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: ITT Corporation — White Plains, NY
Service Recipient: Exelis Inc. — White Plains
Service Recipient: Exelis Inc. — White Plains
TERM
Services provided hereunder shall terminate December 31, 2013; provided that for the
avoidance of doubt the coverages provided hereunder and described below only apply to
Claims (as defined herein) made by Service Recipient’s Covered Employees (as defined
herein) and incurred on or before December 31, 2011.
GENERAL SERVICE DESCRIPTION
Service Provider currently provides active medical, pharmacy(Rx) and dental administration for
coverages provided through Empire and Anthem (medical), Medco(Rx), MetLife(dental) and SHPS (FSA)
(Empire, Anthem, Medco, MetLife and SHPS collectively, the “Vendors”) for its U.S. Active,
Salaried, Eligible Employees (“Covered Employees”). Service Provider shall keep the current
contracts with the Vendors and the ITT CORPORATION SALARIED MEDICAL AND DENTAL PLAN (PLAN NUMBER) and the ITT Salaried Medical Plan and Salaried Dental Plan General Plan Terms
(collectively, the “Plans”) and all coverage thereunder in full force through December 31, 2011 for
Service Recipient’s Covered Employees. All claims of Service Recipient’s Covered Employees made
under the Plans and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be
adjudicated in accordance with the current contract and Service Provider will continue to take such
actions on behalf of Service Recipient’s Covered Employees as if such employees are employees of
Service Provider.
All medical, dental, pharmacy and FSA claims of Service Recipient’s Covered Employees made under
the Plans (the “Claims”) will be paid by the Vendors on behalf of the Service Provider. Service
Recipient will pay Service Provider for coverage based on 2011 budget premium rates previously set
for the calendar year 2011 and described in the “Pricing” section below. Service Recipient will
pay Service Provider monthly premium payments for this service, for any full or partial months,
based on actual enrollment for the months covered post-spin using enrollments as of the first
(1st) calendar day of the month, commencing on the day after the Distribution Date.
Service Recipient will prepare and deliver to Service Provider a monthly self xxxx containing cost
breakdown by business unit and plan tier as set forth on Attachment A, within five (5) Business
Days after the beginning of each calendar month. The Service Recipient will be required to pay the
Service Provider the monthly premium payments within ten (10) Business Days after the beginning of
each calendar month. A detailed listing of Service Recipient’s employees covered, including the
Plans and enrollment tier in which they are enrolled, will be made available to Service Provider
upon its reasonable request.
Service Provider will retain responsibility for executing funding of Claim payments and eligibility
management with Vendors through December 31, 2013.
2
Service Provider will conduct a Headcount True-Up (as defined below) of the monthly premiums and
establish an Incurred But Not Reported (“IBNR”) claims reserve for Claims incurred prior to
December 31, 2011 date, but paid after that date, and conduct a reconciliation of such reserve. See
“Headcount True-Up” and “IBNR Reconciliation” sections under Additional Pricing for details.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below or described
above (collectively, the “Services”).
| • | Monthly Premium billing. | ||
| • | Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates). | ||
| • | See General Service Description for a description of payments and billing hereunder. See Pricing for a description of the Headcount True-Up (as defined below) and reconciliation for IBNR (as defined below) Claims. | ||
| • | Claims processing |
| • | All Vendor Claims process will remain unchanged from the process as used during the 12-month period prior to the Distribution Date. | ||
| • | The Claims appeal process will not change from the process as used during the 12-month period prior to the Distribution Date. Empire/Anthem/Medco, MetLife and SHPS will handle all appeals as provided under the Employee Retirement Income Security Act. Once all such appeals have been exhausted, escalations will be handled by Service Provider. | ||
| • | Service Provider will pay all Claims incurred during the 2011 Plan Year. |
| • | Eligibility |
| • | All eligibility adjustments (adding dependents, new hires, ect.) will be handled by local Service Recipient HR through the Infinium interface. | ||
| • | The Service Recipient may add or remove employees/dependants to coverage in accordance with the terms of the Plans, generally upon a qualifying event, new hire or termination. These rules will be the same rules in effect immediately prior to Distribution Date and will remain in effect until January 31, 2012. | ||
| • | Manual adjustments to eligibility will be handled directly with the Vendors by authorized Service Recipient local HR. These adjustments will be one off type adjustments that cannot be made through Infinium due to timing. | ||
| • | All file transmissions to Vendors will be handled by the Exelis Inc. Fort Xxxxx Shared Service team under the HR/Payroll/Benefits Transition Services Agreement. |
3
| • | All files normally maintained manually by the Service Recipient local HR departments during the twelve (12) month period prior to the Distribution Date will remain unchanged. | ||
| • | COBRA qualifying events notices will be handled by SHPS. Service Recipient Local HR department will notify SHPS of termination of employment (as is the current practice in the twelve (12) months prior to Distribution Date). SHPS will provide election notice to Covered Employees with appropriate coverages. There is a separate Letter of Intent with SHPS, attached as Appendix B. |
| • | Claims payment |
| • | All Covered Employee Claims made under the Plans and incurred for the 2011 Plan Year will be paid by Service Provider. | ||
| • | Vendor administrative service charges for the 2011 Plan Year will be paid by Service Provider. | ||
| • | Empire and MetLife maintain bank accounts which Service Provider funds daily to pay claims. Each Vendor will separate claims paid by claims incurred date. | ||
| • | Service Provider will pay all Medical and Dental Claims incurred for the 2011 Plan Year, but submitted for payment after the end of the 2011 Plan Year but no later than allowed under the terms of the applicable Plan. | ||
| • | MEDCO invoices bi-weekly for claims paid. Service Provider will pay for all MEDCO claims incurred for the 2011 Plan Year. |
PREREQUISITES/DEPENDENCIES
Service Recipient Responsibilities
| • | Service Recipient will provide accurate and timely employee enrollments via Infinium. | ||
| • | Service Recipient will research eligibility issues as needed. | ||
| • | In case of inaccurate data sent to Service Provider it will be the responsibility of the Service Recipient to rectify any problems and assessments incurred. | ||
| • | Local Human Resources/Benefits departments will support Covered Employees. |
4
BILLING LOCATION
Service Recipient will provide Service Provider a self billed invoice and payment
to their address set forth below. The xxxx will cover all charges for Services under
this Schedule provided by Service Provider. The invoice will contain the number of
enrolled employees per tier per coverage, as set forth in Schedule A. A detailed list
of Covered Employees will be provided by the Service Provider upon reasonable request
of the Service Recipient. All administrative functions handled by the Service
Provider in the twelve (12) month period prior to the Distribution Date are contained
in the fee structure set forth below. The Service Provider and Service Recipient
agree to negotiate in good faith for any additional services related to the Service
provided hereunder that are outside the normal course of business.
SERVICE LEVEL
The Service Provider will provide the same service level to the Service Recipient
as it provides to its Covered Employees.
NOTICE REQUIREMENTS
ITT Corporation
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Termination notices are not required. Service Provider will pay Claims incurred during the 2011
Plan Year, during the period from November 1, 2011 through December 31, 2013 with no further
premium billed to the Service Recipient. Pursuant to the terms of the Plans there is a twenty-four
(24) month Claim filing limit.
PRICING
In addition to the costs specifically set forth below, Service Recipient shall also pay all
routine business travel expenses relating to such Services. The below table contains the monthly
5
premium rates the Service Provider shall charge. The Service Recipient will be required to pay the
Service Provider the monthly premium payments within ten (10) Business Days after the beginning of
each calendar month. A detailed listing of Service Recipient’s Covered Employees, including the
Plans and enrollment tier in which they are enrolled, will be made available to Service Provider
upon its reasonable request. Each business unit has been banded 1 through 5. Depending on the
assigned band the appropriate budget amount is charged to that business unit. The amounts in the
table are per employee per month, by plan and coverage tier. See “General Service Description” for
further detail on payment and billing for the monthly premium payments.
Medical and Pharmacy Premium
| Basic | ||||||||||||
| Rating | Employee | Employee | ||||||||||
| Band | Only | +1 | Family | |||||||||
Band 1 |
||||||||||||
Band 2 |
||||||||||||
Band 3 |
||||||||||||
Sand 4 |
||||||||||||
Sand 5 |
||||||||||||
| Enhanced | ||||||||||||
| Rating | Employee | Employee | ||||||||||
| Band | Only | +1 | Family | |||||||||
Band 1 |
||||||||||||
Band 2 |
||||||||||||
Band 3 |
||||||||||||
Band 4 |
||||||||||||
Band 5 |
||||||||||||
| EPO | ||||||||||||
| Rating | Employee | Employee | ||||||||||
| Band | Only | +1 | Family | |||||||||
Band 1 |
||||||||||||
Band 2 |
||||||||||||
Band 3 |
||||||||||||
Band 4 |
||||||||||||
Band 5 |
||||||||||||
| HDHP | ||||||||||||
| Rating | Employee | Employee | ||||||||||
| Band | Only | +1 | Family | |||||||||
Band 1 |
||||||||||||
Band 2 |
||||||||||||
Band 3 |
||||||||||||
Sand 4 |
||||||||||||
Band 5 |
||||||||||||
6
Dental Premium
| MetLife Dental | ||||||||||||
| EE | EE+1 | Family | ||||||||||
Add FSA pricing
Additional Pricing
Hourly Rates
Hourly Rates for Services not specified or normally provided by Service Provider in the twelve (12)
month period prior to the Distribute Date but otherwise provided by Service Provider employees
(including but not limited to modification, consulting, exit strategy development, transition,
etc.) are documented below. The employee category is defined by Service Provider. The rates
documented below apply to Service Provider employees only, should external resources be required,
the costs for those external resources will be reviewed with the Service Recipient prior to
execution of the project.
Notwithstanding anything in the Agreement to the contrary, the following rates shall not be subject
to (a) the 4.5% increase for inflation in 2012 described in Section 2(a)(3) (but such rates shall
be subject to such increase in 2013) or (b) the 2% or 10% increases described in the proviso to
Section 2(a)(i) of the Agreement.
| General Category of Employee | Hourly Rate | |||
1. Secretarial/Administrative |
$ | 50.00 | ||
2. Non-Executive |
$ | 100.00 | ||
3. Executive |
$ | 150.00 | ||
Headcount True-Up
Service Provider shall conduct a “headcount” true-up by March 31, 2012 (the “Headcount True-Up”),
based on actual enrollment during the period beginning on the day after the Distribution Date and
ending on December 31, 2011. The Headcount True-Up will be based on reviewing the actual monthly
Infinium enrollment by Plan and coverage tier, by unit, but, for the avoidance of doubt, no true-up
of actual Claims will be conducted. The Service Provider shall promptly provide the results of the
Headcount True-Up to Service Recipient together with any supporting
7
data reasonably requested by
Service Recipient. Within ten (10) Business Days after the parties
reach agreement on the amount of the Headcount True-Up, the appropriate party shall pay to the
other the amount so due.
IBNR Reconciliation
| • | Reconciliation for Incurred But Not Reported (“IBNR”) Claims |
| • | The premiums collected from Service Recipient hereunder will be credited to Service Provider’s active medical ledger. | ||
| • | The amount that Service Provider should hold in reserve to cover payment for all IBNR Claims incurred for the 2011 Plan Year shall be calculated in accordance with the following procedures: |
| • | This calculation will be made by June 30, 2012 using the same methods, assumptions, processes, etc. as used during the 12-month period prior to the Distribution Date to calculate the IBNR Claim reserve remaining to pay Claims incurred before January 1, 2012, but paid after June 30, 2012. | ||
| • | Service Provider and Service Recipient will engage Towers Xxxxxx, or such other person as the parties may agree to engage (the “Calculation Agent”), to calculate the target level of the IBNR claim reserve, whose determination shall be binding and conclusive on the Service Provider and Service Recipient. | ||
| • | The IBNR Claim reserve will have its final reconciliation calculated the Calculation Agent by June 30, 2012. |
| • | If the amount held for the IBNR Claim reserve is greater than the target level of the IBNR Claim reserve, as determined herein, within ten (10) Business Days of Service Provider being notified of such determination by the Calculation Agent, Service Provider shall pay its proportionate amount to Service Recipient (based upon Service Recipient’s number of Covered Employees (as of December 31, 2011) in relation to the total number of Covered Employees (for all of the Parties to the Agreement) in the IBNR Claim reserve pool (as of December 31, 2011) (the “Proportionate Amount”)), required, when included with the Proportionate Amounts to be paid to the other Parties to the Agreement, required to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent. | ||
| • | If the amount held for the IBNR Claim reserve is less than the target level of the IBNR claim reserve, as determined herein, within ten (10) Business Days of Service Recipient being notified of such determination by the Calculation Agent and its Proportionate Amount by the Service Provider, Service Recipient shall pay its Proportionate Amount to Service Provider, required, when included with the Proportionate Amounts to be paid by the other Parties to the Agreement, |
8
| necessary to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent. |
9
Attachment A
Monthly self xxxx Example
| Unit | Value Center | Grand Total | ||
FTC-HQ
|
HQ | |||
Motion and Flow Controls HQ
|
HQ | |||
ITT Heat Transfer
|
RCW | |||
ITT Xxxx & Xxxxxxx Division
|
RCW | |||
Rule Industries
|
Flow Controls | |||
Sanitaire (WPCC)
|
WWW | |||
AC Custom Pump
|
IP | |||
Flo-Jet
|
Flow Controls | |||
Sanitaire — Royce
|
WWW | |||
Sanitaire WET
|
RCW | |||
Flowtronex
|
RCW | |||
RCW
|
RCW | |||
ITT Water Technology, Inc.
|
RCW | |||
Texas Turbine Operations-Lubbock
|
RCW | |||
Flygt Florida
|
WWW | |||
Leopold Salary
|
WWW | |||
WEDECO
|
WWW | |||
ITT Flygt Corp.
|
WWW | |||
Flygt-Indiana
|
WWW | |||
Xxxxx
|
RCW | |||
Nova Analytics
|
ITT Analytics | |||
Global Water Instruments
|
ITT Analytics | |||
Bellingham and Xxxxxxx
|
ITT Analytics | |||
Aanderaa Data Instruments
|
ITT Analytics |
10
Attachment B
May 20,
2011
Xx. Xxx Xxxxxxx
Manager, Benefits Planning and Communication
ITT Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Manager, Benefits Planning and Communication
ITT Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
RE: Trivestiture of ITT Corporation
Dear Ms. Macehia:
As you know, SHPS Human Resource Solutions, Inc. (“Company”) currently provides ITT Corporation
(“Client”) spending account administration (“XXX”) and COBRA services (collectively “Services”)
pursuant to a Service Agreement dated January 1, 2008 (“the Service Agreement”). This letter
acknowledges the intent of Client to separate into three different entities; namely, Defense Co.
(“Defense”), ITT Co. (“ITT”) and Water Co. (“Water”). As part of this restructuring, you have
requested we perform certain implementation services in order to set up ITT and Water as separate
entities. It is the intent of the parties that Defense will assume the Service Agreement and that
ITT and Water will enter into a transition services agreement with Defense through December 31,
2011. Existing services provided by the Company to Defense, ITT and Water will continue through
December 31, 2011. Effective January 1, 2012, ITT and Water will enter into separate agreements
with the Company. The Company agrees to (i) continue performing ongoing Service and (ii) provide
implementation services, pursuant to terms and conditions of the Service Agreement and the
following:
1. Services
|
Beginning on or about June 1, 2011, Company will begin implementation services to set up ITT and Water. Company will continue providing ongoing Services to the Client, including Defense, ITT and Water populations, until the Separation Date. | |
2. Termination
Fee
|
Company agrees to defer implementation Fees in an amount of . Of this amount, shall be with respect to ITT ( for COBRA and for FSA, respectively) and shall be with respect to Water (for COBRA and for FSA, respectively) (the “Deferred Implementation Fees”) over the period between January 1, 2012 and December 31, 2012, which will be included in the new agreements. In the event the Service Agreement is terminated for any reason prior to the expiration the Separation Date the Client shall pay Company the Deferred Implementation Fees in accordance with the payment terms set forth in the Service Agreement. |
If the foregoing correctly sets forth the understanding of the parties, please acknowledge your
acceptance of this Agreement by signing both copies of this letter at the place provided below and
return one to my attention.
11
SCHEDULE AC6
FINANCIAL SHARED SERVICES (FSS)
ACTIVE MEDICAL AND DENTAL
ADMINISTRATION
ACTIVE MEDICAL AND DENTAL
ADMINISTRATION
Capitalized terms used herein and not otherwise defined shall have the meaning assigned such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service Provider’s
Contact |
||||||
ITT Corporation Xxxxxx Xxxxxx |
Director Human Resources | Xxxxxx.xxxxxx@xxx.xxx | ||||
Service Recipient’s
Contact |
||||||
Exelis Inc.
Xxxxxxxx Xxxx
|
Sr. Mgr., Benefits. | Xxxxxxxx.xxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: ITT Corporation — Seneca Falls, NY (IP)
Service Recipient: Exelis Inc. — Ft. Xxxxx, IN and Financial Shared Services, Rochester,
NY) (collectively, “Service Recipients”)
Service Recipient: Exelis Inc. — Ft. Xxxxx, IN and Financial Shared Services, Rochester,
NY) (collectively, “Service Recipients”)
TERM
Services provided hereunder shall terminate June 30, 2012; provided that for the
avoidance of doubt the coverages provided hereunder and described below only apply to
Claims (as defined herein) made by Service Recipient’s Covered Employees (as defined
herein) and incurred on or before December 31, 2011.
GENERAL SERVICE DESCRIPTION
Service Provider currently provides administration for the Financial Shared Services active
medical through Excellus Blue Cross\Blue Shield BluePoint2 E Plan, Group
1
dept. 0007 and active Dental through Excellus Dental plan, Group (collectively, the “Benefit Plans”) for Service Recipients’ U.S. active, eligible employees covered
under such Benefit Plans (such employees, the “Covered Employees”). Service Provider shall keep the
Benefit Plans and all coverage thereunder in full force through December 31, 2011 for Service
Recipient’s Covered Employees. Each Service Recipient may add or remove Covered Employees to or
from coverage under the Benefit Plans as outlined under the terms of the Benefit Plans. All claims
of Service Recipient’s Covered Employees made under the Benefit Plans (the “Claims”) and incurred
on or prior to December 31, 2011 the (“2011 Plan Year”) will be adjudicated in accordance with the
current contract and Service Provider will continue to take such actions on behalf of Service
Recipients’ Covered Employees as if such employees are employees of Service Provider.
All Claims of Service Recipients’ Covered Employees made under the Benefit Plans will be paid on
behalf of the Service Provider.
Service Recipients will pay Service Provider for coverage based on 2011 budget premium rates
previously set for the calendar year 2011 and described in the “Pricing” section below. Service
Recipients will pay Service Provider monthly premium payments for this service, for any full or
partial months, based on actual enrollment for the months covered post-spin using enrollments as of
the first (1st) calendar day of the month, commencing on the day after the Distribution
Date.
The Service Recipients will be required to pay the Service Provider the monthly premium payments
within ten (10) Business Days after the beginning of each calendar month. A detailed listing of
Service Recipient’s employees covered, including the Plans and enrollment tier in which they are
enrolled, will be made available to Service Provider upon its reasonable request.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below or described
above (collectively, the “Services”).
| • | Monthly premium billing. | ||
| • | Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates). |
See General Service Description for a description of payments and billing hereunder
The following services listed below will be provided by “experts”, who are employees of Service
Provider, (the “Experts”) with the following persons the initial Experts: Xxxxx Xxxxxx, Xxxxxx
Xxxxx and Xxxxxx Xxxxxx.
| • | Administration as needed on daily basis for the Benefit Plans. The Service Provider will provide all services that were provided during the twelve (12) months prior to the |
2
| Distribution Date. The Service Provider will maintain the same level of service provided during the twelve (12) months prior to the Distribution Date. |
| • | Answer any questions pertaining to medical coverage. | ||
| • | Assist in resolving any issues that may arise regarding, medical coverage, ex. Claims, Medicare questions, etc. | ||
| • | Add employees/dependents to the Medical coverage as needed. | ||
| • | Reconcile and pay premiums from Medical carriers pertaining to the Exelis employees. |
| • | Should the Service Recipient need services not provided during the twelve (12) months prior to the Distribution Date, the parties will negotiate in good faith to determine any additional cost involved in the services |
PREREQUISITES/DEPENDENCIES
The Experts remain employees of Service Provider. Service Recipients
acknowledge and agree that Service Provider has discretion to terminate the
Experts and the Experts have the ability to terminate their employment with
Service Provider. In the event the initially named Experts are no longer
employed by Service Provider, Service Provider’s then current benefit manager
(or such other person as has the skill and knowledge to so provide such
Services) will, at the request of the Service Recipients, provide such Service
as described herein.
The Service Recipients’ human resources department shall cooperate with the
Service Provider, including the Experts, in order for the Service Provider and
Experts to provide such Service under this Schedule.
BILLING LOCATION
Service Provider will provide Service Recipients a monthly invoice to
their addresses set forth below through December 31, 2011. The xxxx will cover
all charges for Services under this Schedule provided by Service Provider to
Service Recipients. The invoice will contain the number of Covered Employees
per tier per coverage. A detailed list of Covered Employees and dependents
covered will be provided by the Service Provider upon reasonable request of the
Service Recipient. All administrative functions handled by the
Service Provider in the twelve (12) month period prior to the Distribution Date
are contained in the fee structure set forth below. The Service Provider and
Service Recipients agree to negotiate in good faith for any additional services
related to the Service provided hereunder that are outside the normal course of
business.
3
SERVICE LEVEL
The Service Provider, including the Experts, will provide the same service
level to the Service Recipients as it provides to its own Covered Employees.
NOTICE REQUIREMENTS
ITT Corporation
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
PRICING
In addition to the costs specifically set forth below, Service Recipients shall also pay all
routine business travel expenses relating to the Services. The Service Recipients shall pay the
Service Provider based on the number of Covered Employees as of the first (1st) calendar day of the
month. The Service Recipient will be required to pay the Service Provider the monthly premium
payments within ten (10) Business Days after the beginning of each calendar month. A detailed
listing of Service Recipient’s Covered Employees, including the Plans and enrollment tier in which
they are enrolled, will be made available to Service Provider upon its reasonable request.
See “General Service Description” for further detail on payment and billing for the monthly
premium payments. The below table are the rates the Service Provider shall charge.
| Coverage | Employee | |||||
(Invoicing for medical/dental premiums
Only as noted below): |
||||||
BluePoint POS (FSS) Active |
||||||
| Employee | ||||||
| Employee + 1 | ||||||
| Employee + Child(ren) | ||||||
| Family | ||||||
Dental (FSS) Active |
||||||
| Employee | ||||||
| Employee + 1 | ||||||
| Family | ||||||
4
Additional Pricing
Hourly Rates for Services not specified or normally provided by Service Provider in the twelve
(12) month period prior to the Distribute Date but otherwise provided by Service Provider employees
(including but not limited to modification, consulting, exit strategy development, transition,
etc.) are documented below. The employee category is defined by Service Provider. The rates
documented below apply to Service Provider employees only, should external resources be required,
the costs for those external resources will be reviewed with the Service Recipient prior to
execution of the project.
Notwithstanding anything in the Agreement to the contrary, the following rates shall not be subject
to (a) the 4.5% increase for inflation in 2012 described in Section 2(a)(3) (but such rates shall
be subject to such increase in 2013) or (b) the 2% or 10% increases described in the proviso to
Section 2(a)(i) of the Agreement.
| General Category of Employee | Hourly Rate | |||
1. Secretarial/Administrative |
$ | 50.00 | ||
2. Non-Executive |
$ | 100.00 | ||
3. Executive |
$ | 150.00 | ||
5
SCHEDULE AC7
POST SPIN HYPERCARE
POST SPIN HYPERCARE
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxxxx Xxxxxxxx ITT Corporation |
Chief Information Officer | xxxxx.xxxxxxxx@xxx.xxx | ||||
Xxx XxXxxx
Exelis Inc. |
Chief Information Officer | xxx.xxxxxx@xxx.xxx | ||||
GENERAL SERVICE DESCRIPTION
Service Provider will perform Post Spin Hypercare Support Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum | ||||||||||
| BAU | Service | |||||||||
| Service | Transaction | Period | Service | |||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||
| Provide Post Spin Hypercare support services: | ||||||||||
| Facility Shutdown Services – Service Provider will provide Service Receiver with Facility Shutdown services that include: | ||||||||||
• Disposition of network and computer assets |
||||||||||
• Disposition of furniture and miscellaneous
equipment; boxing of HR files, ITT logo, posters, etc. |
||||||||||
• Maintain working environment for remaining
employees |
||||||||||
• Control the activation and deactivation of
access cards |
||||||||||
• Close all third party contracts with vendors,
such as food, vending machines, cable, printers,
cleaning, etc. |
||||||||||
| Program Shutdown Services – Service Provider will provide Service Receiver with Program Shutdown services that include: |
||||||||||
IT-Hypercare-01
|
Hypercare Support Services |
• Crisis management for final cutover, to ensure
all projects go live on spin date
|
3* | Cost plus 2% - 10% | ||||||
• Command center support and ramp down |
||||||||||
• Access to TPMO and IT-SS Connect sites through
ITT Co. Active Directory and VPN accounts for up to 20
people |
||||||||||
| Financial Support Services –Service Provider will provide Service Receiver with financial support services that include: | ||||||||||
• Purchase Order (invoice payment) and Contract
management for suppliers assisting with separation |
||||||||||
| Miscellaneous Support Services – Service Provider will provide Service Receiver with supplemental and miscellaneous project support services that include: | ||||||||||
• Project management, strategy development,
infrastructure consulting, etc. Prioritization and
resource allocation for these services will be jointly
agreed to by CIOs. |
||||||||||
| All requests for support will be directed to and coordinated through Xxxxx Xxxxx. |
| * | TSA duration will end on 12/31/2011 regardless of actual spin-date. | |
| ** | Costs represent salary expense (no retention or severance) and additional facility charges for the Hanover location. |
2
LOCATIONS
Services are initially provided from Hanover, MD, USA to other USA locations.
PREREQUISITES/DEPENDENCIES
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| • | Travel and expenses will be paid by the requesting organization. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set
for itself as a recipient of services.
In the event incidents cannot be resolved, Service Provider shall promptly
notify Service Receiver and work together to try and resolve such incidents.
3
SCHEDULE AC8
FINANCIAL & SYSTEM
DOCUMENTATION REQUIREMENTS TO
SUPPORT DCAA AUDITS OF ITT HQ
AND ITT SHARED
SERVICES
(2006 — 2011)
FINANCIAL & SYSTEM
DOCUMENTATION REQUIREMENTS TO
SUPPORT DCAA AUDITS OF ITT HQ
AND ITT SHARED
SERVICES
(2006 — 2011)
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service Provider’s
Contact |
||||||
Xxxxx Xxxxxx
|
Director, ITT Shared Services |
Xxxxx.Xxxxxx@xxx.xxx | ||||
Xxxxxxx Xxxxx
|
VP, ITT Internal Audit | Xxxxxxx.Xxxxx@xxx.xxx | ||||
Service Recipient’s
Contact |
||||||
Xxx Xxxxxx
|
ITT Exelis, Asst Controller | Xxx.Xxxxxx@xxx.xxx | ||||
Xxxx Xxxxx
|
ITT Exelis, Senior Compliance Mgr |
Xxxx.Xxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: — ITT Corporation
Service Receiver: Exelis Inc.
Service Receiver: Exelis Inc.
GENERAL SERVICE DESCRIPTION
As a government contractor, the Service Receiver has a requirement to support future DCAA
audits of open audit years 2006 through 2011. In order for Service Receiver to support DCAA’s
future audits of ITT Corporation’s (including its Shared Service) Residual and Directly-Allocated
Incurred Costs, Service Receiver needs copies of ITT Corporation’s (including its Shared Service)
records, as defined by FAR 4.703
A-1
Service Receiver needs assistance from Service Provider to provide compliance services similar to
those provided to the Service Receiver during the four years prior to October 1, 2011, for 24
months (“Minimum Term”), but not longer than 36 months from the date hereof (“Maximum Term.
In addition, to the other services provided above, Service Provider will provide office space for
three Service Receiver employees (“SREEs”) to its facilities at 0000 Xxxxxxxxxxx Xxxxxx, Xxxxx
Xxxxxx, XX (the “Premises”) for a minimum term of three months (the “Minimum Occupancy Term”) and a
maximum term of nine months (the “Maximum Occupancy Term”). Service Provider will attempt to
accommodate the Service Provider and the SREEs needs but the space provided at the Premises and the
miscellaneous services described below under “1133 Premises” will not be similar to the space or
services provided to such employees prior to October 1, 2011.
SCOPE OF SERVICES
The following services will be provided on a time and materials basis by Service Provider.
| • | Related to the Service Provider Head Quarters (White Plains) records: |
| • | The attached work plan (Schedule XX.xls) has been developed to ensure all required records are copied prior to the separation of the Company. Continued access to these records are required after the split. | ||
| • | Access to the above identified Service Provider (White Plains NY) records is to enable Service Receiver personnel to retrieve, copy, and scan these records (2006 through 2011) to support future DCAA/DCMA audits. | ||
| • | In addition, the Service Provider agrees to provide supporting documentation in cases where the aforementioned work plan did not meet the needs of future DCAA/DCMA audit scope (i.e. DCAA asks for a consulting agreement or journal entry support that was not part of the scope the Service Receiver Data Retention Work Plan). See attached worksheet called “DCAA Audit Records Work Plan”. | ||
| • | The Service Provider agrees to retain, to the maximum extent possible, the contracts/consultant agreements that have been booked to the ITTHQ Incurred Cost General Ledger for the open audit years 2006 through 2011, as these documents as part of the DCAA audit universe. | ||
| • | The SREEs require a copier/scanner in order that the records can be copied and scanned. The ability to electronically scan records to an ITTCo archive location will also be required. |
| • | Related to the ITT Shared Services data and records, the following has been agreed upon: |
| 1. | Service Provider (ITT Shared Services which includes ITT Transportation and Distribution Services (“TDS”), ITT Financial Shared Services (“FRC”), ITT Enterprise Infrastructure (“EI”), and ITT Global Strategic Sourcing (“GSS”)) to provide the following system-generated General Ledgers in PDF format to Service Receiver, within 36 months after the Distribution Date: |
| • | Company 20 (TDS) GL Summary by Account CYs 2006 — 2011 | ||
| • | Company 30 (FRC) GL Summary by Account CYs 2006 — 2011 | ||
| • | Company 50 (EI) GL Summary by Account CYs 2006 — 2011 | ||
| • | Company 40 (GSS) GL Summary by Account CYs 2006-2011 (where applicable). |
| The Service Provider and Service Receiver will work together to investigate the commercial feasibility of replicating and licensing an instance of PRMS to enable Service Receiver to obtain a soft copy of the General Ledgers by Account for the Shared Service Companies noted in 1 above (Companies 20. 30 50, and 40). All costs, including but not limited to, third party costs, costs for licensing, costs for pruning the data of IP & WTG data which also resides in the shared files, and costs incurred by the Provider for this effort shall be born 100% by the Service Receiver. | |||
| 2. | The Service Provider (ITT Shared Services) will provide the mapping and supporting documentation to the Service Receiver, as described in this Schedule for CYs 2008 through 2011. | ||
| 3. | Service Provider (ITT Shared Services) will provide Data Custodian Audit Support (supporting the DCAA audit without mapping and copying the supporting documentation for all applicable costs) for CYs 2006 — 2007. Service Provider will provide supporting documentation on a DCAA audit “as required” basis for CYs 2006 — 2007. | ||
| 4. | The Service Provider will provide the Service Receiver “Knowledge Transfer” as it relates to research, retrieval, explanation, and replication of the items listed in Section #’s 6 through # 8 below for CYs 2008 through 2011. The Service Provider will use commercially reasonable efforts to transfer the knowledge held by its employees as it relates to research, retrieval, explanation and replication of the items listed in Sections 6 through 8 below for calendar years 2008 through 2011. The knowledge transfer shall take place through multiple meetings at the Service Provider’s location at mutually convenient times over the term of this Schedule. | ||
| 5. | The following items related to the Shared Service GLs listed above will be delivered in hardcopy or scanned format to Service Provider, within 36 months after the Distribution Date: |
| a. | Company 20/30/40/50 Intercompany Statements for each year CY 2008 — 2011 for allocations to ITTHQ, DEHQ, and Defense Business Units. | ||
| b. | Allocations process mapping, which includes the budgeted allocations, interim preliminary true up allocations, Final Year-end true ups, and adjustments throughout the year. |
| c. | Both Parties will work together to jointly determine the items that make up the significant portion of the allocation (which shall not be less than 80% of the actual annual cost) in order that those items be copied/scanned and provided to the Service Receiver. This effort will be a Best Efforts Level of Effort, which means the Service Provider would be empowered to hire additional employees or temporary workers and contract for significant overtime to accomplish the effort and all such costs would be born 100% by the Service Receiver, but in no case is the Service Provider required to focus so much effort on this task that it’s business is disrupted. In addition, the Service Provider will provide supporting documentation in cases where the aforementioned work plan did not meet the needs of future DCAA/DCMA audit scope (i.e. DCAA asks for a consulting agreement or journal entry support that was not part of the scope the ITT Exelis Data Retention Work Plan). | ||
| d. | Supporting Journal Entries (JE) and JE Source data for the Intercompany Statements listed in 6.a. above for those units that submit annual incurred cost submissions to the US Government. |
| i. | This list of units is identified in the attachment called “List of Defense Units for DCAA TSA.” |
| e. | Mapping of how the Annual GL amounts relate to the True-ups performed and allocated to ITTHQ, DEHQ, and the Defense BUs. | ||
| f. | Related to the GL Summaries listed in 1 above, the Service Provider will provide the following JEs and documentation that supports the annual GLs for the respective Shared Service companies, the following is also required to be provided by the Service Provider: |
| i. | Mapping and documenting the process of how the JEs were booked into each GL. | ||
| ii. | Supporting JEs for each Cost Center’s costs that were allocated to ITTHQ, DEHQ, and the Defense BUs. This list of Cost Centers is included in this TSA as an attachment called “List of Defense Units for DCAA TSA.xls” in Section 6.d.i. above. |
| 6. | Related to P2P and SAP invoices, for the years 2006-2011: |
| a. | Service Provider will provide electronic SAP P2P Annual Reports of AP Detail by business unit to include such detail as SAP Document #, Invoice #, Account, Vendor, Date, Amount, et al. | ||
| b. | Service Receiver will provide these SAP P2P reports, as needed, for the units in the attachment called “Defense-SAP.xls”, which will not include any additional units other than those supported in similar efforts in the past. | ||
| c. | Service Receiver will develop at its own cost a process that will enable Service Receiver to retrieve the PDF version of the Invoice that is attributable to the specific SAP Document Number. These PDF invoices will be electronically copied from the FRC P2P System and maintained on a Service Receiver server for future use. |
| d. | Service Provider will retain the original invoices (prior to scanning) for potential DCAA audits of the SAP P2P Imaging system and process until such time that those open audit years are closed., as required by FAR regulations. | ||
| e. | A report will be developed jointly by Service Receiver and Service Provider to enable an audit trail linking the aforementioned SAP Document Number to the Citibank ACH for proof of payment to the DCAA auditors. | ||
| f. | Service Provider will copy and provide Bank Statements to Service Receiver for use as 3rd party proof of payment for the DCAA auditors. |
| 7. | Related to Program BEST: |
| a. | Service Provider will provide the basis of allocation of Program BEST CY 2008 through 2010 actuals to the 4 Defense Value Centers. |
| i. | Service Provider will provide copies of XX xxxxxx details (and supporting JEs and source documentation) to support the future DCAA audit of these Program BEST costs. |
| b. | Service Provider to provide details and support for the disposition of Program BEST |
0000 Xxxxxxxxxxx Xxxxxx Premises
In addition to the services provided above, Service Provider will provide office space for the SREEs at the
Premises. Access will include approximately 150 square feet of work space, 2 desks and access to the internet, and
phone (“SREE’s Space”). Included within the rental rate will be electrical, housekeeping, and pantry, however, a
if a printer or scanner needs to be separately leased, Service Receiver will pay the extra charge. Mail and
reception service will not be provided.
The Service Provider will also provide office space for the Government auditors (DCAA) until such time the
Government auditors have completed their open audits. Access will include approximately 150 square feet of work
space, desks and access to the internet, phone, and a printer, as is currently provided to the Government auditors
(“DCAA’s Space”), until such time that its ongoing audits are complete, tentatively scheduled audit completion date
is December 31, 2011. Such amounts will be billed to Service Receiver as set forth below.
General
| • | Fixed assets on the books of the Service Provider as of the date of the Distribution Date will remain the property of the Service Provider during and at the end of the term. | ||
| • | Fixed assets on the books of the Service Receiver as of the Distribution Date will remain the property of the Service Receiver during and at the end of the term. | ||
| • | Service Receiver shall have the reasonable right to use, and Service Provider shall at all times have exclusive control of, and operate and maintain, the common areas including the pantry in the manner Service Provider may reasonably determine to be appropriate. |
| • | SREEs will be permitted in the common areas and the specific location assigned to them. They will be provided with ID badges which they must wear at all times. |
Prohibitions
Service Receiver is prohibited from the following without the Service Provider’s consent:
Service Receiver is prohibited from the following without the Service Provider’s consent:
| • | Making any changes to the physical layout of the Premises or any capital improvements. | ||
| • | Inviting or permitting any other employee or agent or guest of Service Recipient to enter the Premises, other than employees who were former Service Provider employees.- Why would that make a difference? I would think they could not bring any additional folks on site without express written approval from Provider. Service Receiver assumes all responsibility for actions of its employees, agents and guests on the Premises. | ||
| • | Service Receiver will not be allowed to access the ITT computer network, except where is has been agreed that the Service Receiver will have a Guest ID in order to retrieve audit data/documents scanned to secure archive folders on the ITTCo network. This will be accomplished through the Service Receiver Employees having access to the aforementioned secure archive folder via an ITTCo laptop, setup for these purposes only. The SREEs will also be allowed to access Service Receiver’s own computer network via wireless or landline data connections on the Premises. | ||
| • | Service Receiver has no right to sublease, assign or transfer their space, except upon a change of control of Service Receiver in which case only former Service Provider employees will be permitted access to the Premises. | ||
| • | Service Receiver agrees not to put up any external or internal signs during the term of the agreement. |
Service Receiver’s Responsibilities
| • | Service Receiver will be required to provide and pay for all support and services required to move out of the Premises at the end of the term. If Service Receiver requires contractors to assist them in moving out of the Premises, Service Receiver agrees to provide Service Provider with proof of adequate contractor insurance coverage prior to contractor entering into the facility and to perform such moves at a mutually agreeable time to the Service Provider. | ||
| • | Service Receiver agrees to remove all of their personal property from the Premises at the end of the term. Service Receiver must return rented space to pre move in condition, with the exception of the offices, which should be left in an “as is” condition. |
| • | Service Receiver agrees to abide by all rules and regulations of the 1133 building set by the landlord including but not limited to those included in the lease between the landlord of the Premises and the Service Provider. | ||
| • | Service Receiver agrees that all cabling that is used to attach Service Receiver’s PC’s to the IT infrastructure will remain the property of the Service Provider and will not be removed by the Service Receiver at the end of the term. | ||
| • | The SREEs will be required to show proper identification to enter the Premises as determined by the Service Provider | ||
| • | Service Receiver will enter into its own contract for phone service at the Premises and all costs associated with this contract will be paid for by Service Receiver. |
Pricing for Space at the Premises
During 2011
|
Cost plus 2% - 10% per month for SREE’s space | |
| Cost plus 2% - 10% per month for DCAA’s space | ||
From January 1, 2012 through the
|
Cost plus 2% - 10% per month for SREE’s space | |
Maximum Occupancy Term
|
Cost plus 2% - 10% per month for DCAA’s space |
| No early termination fee or make-whole fee will be due if the Service Receipient or the DCAA determines to leave the Premises early. The aforementioned pricing does not include the cost of a separate printer or scanner that may need to be separately leased. |
LOCATIONS
White Plains, NY
Seneca Falls, NY
Palm Coast, FL
PREREQUISITES/DEPENDENCIES
BILLING
Service Provider will provide Service Receiver with an invoice to its address set forth above.
The invoice provided must contain the following detail:
| • | Direct hours billed by level | ||
| • | T&M Billing rate | ||
| • | Detail of other direct reimbursable charges | ||
| • | Scope of work performed |
In addition, upon request, the Service Provider must provide supporting documentation for the invoiced costs and
rates in order to support a DCAA audit.
SERVICE LEVEL
Service Provider will provide the same service level to the Service Receiver as they provide to their employer
and the same service level as provided during the 12 month period prior to the Distribution Date.
NOTICE REQUIREMENTS
Service Receiver shall notify Service Provider at least 90 days in advance of the Minimum Term
if it wants to extend or terminate this Schedule, other than for the Premises, but such extension
shall not be for longer than the Maximum Term. If notification is not received by the Service
Provider, the service will terminate at the end of the Minimum Term. Service Receiver shall notify
Service Provider at least 30 days in advance of the date it desires to vacate the Premises.
Service Receiver must vacate the Premises no later than the date of the Maximum Occupancy Term.
PRICING
In addition to the costs specifically set forth below, Service Receivers shall also pay all
business travel expenses incurred by the Service Provider relating to the Services.
“Total” and “Annual Total” costs as set forth below do not include various hourly costs, which will
be assessed on an as-needed basis.
Shared Service “Data Custodial” Support for CYs 2006 though 2007:
One (1) Staff-level Individual T&M Rate
|
Cost plus 2% - 10% | |||
One (1) Management-level Individual T&M Rate
|
Cost plus 2% - 10% |
Shared Service “Data Duplication”: Support for CYs 2008 though 2011:
One (1) Staff-level Individual T&M Rate
|
Cost plus 2% - 10% | |||
One (1) Management-level Individual T&M Rate
|
Cost plus 2% - 10% |
DCAA Audit Records Work Plan
Financial & System Documentation Requirements to Support DCAA Audits of ITT HQ and ITT Shared Services (2006 — 2011)
Work Plan with Tasks/Activities and time phasing
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
1
|
Provide PMO (Xxxxxxxx) with1!st Draft of Work Plan | N/A | DEHQ | Y | ||||||||||
2
|
Send mass eMail to all affected parties, stating general overview | N/A | ALL | Y | ||||||||||
3
|
Meet with FRC to discuss scope | N/A | Seneca Falls Shared Services (FRC/EI/TDS) | Y | ||||||||||
4
|
Meet with FWSS (Acctg) to discuss scope | N/A | FWSS Acctg | |||||||||||
5
|
Meet withFWSS (Payroll)to discuss scope | N/A | FWSS Payroll | |||||||||||
6
|
Meet with FWSS (Travel)to discuss scope | N/A | FWSS Travel | |||||||||||
7
|
Meet with HQ Controllers to discuss scope | N/A | HQ Controllers | Y | ||||||||||
8
|
Meet withHQ Corp Responsibility to discuss scope | N/A | HQ Corp Responsibility | Y | ||||||||||
9
|
Meet with HQ Flight Ops Dept to discuss scope | N/A | HQ Flight Ops Dept | |||||||||||
10
|
Meet with HQ Human Resources to discuss scope | N/A | HQ Human Resources | Y | ||||||||||
11
|
Meet with Hq Internal Audit to discuss scope | N/A | HQ Internal Audit | Y | ||||||||||
12
|
Meet with HQ Legal Dept l to discuss scope | N/A | HQ Legal | Y | ||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
13
|
Meet with HQ Pension/Benefits Dept to discuss scope | N/A | HQ Pension Dept | Y | ||||||||||
14
|
Meet with HQ Tax Dept to discuss scope | N/A | HQ Tax | Y | ||||||||||
15
|
Meet with HQ Treasury Dept to discuss scope | N/A | HQ Treasury | Y | ||||||||||
16
|
Initiate contract with Interns to copy “in-house” ITT Records | N/A | HQ Human Resources | Y | ||||||||||
18
|
Initiate contract with NOVA to copy “Archived” ITT Records | N/A | GSS | |||||||||||
19
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2006 | HQ Controllers | |||||||||||
20
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2007 | HQ Controllers | |||||||||||
21
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2008 | HQ Controllers | |||||||||||
22
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2009 | HQ Controllers | |||||||||||
23
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2010 | HQ Controllers | |||||||||||
24
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2011 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
25
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2006 | HQ Controllers | |||||||||||
26
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2007 | HQ Controllers | |||||||||||
27
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2008 | HQ Controllers | |||||||||||
28
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2009 | HQ Controllers | |||||||||||
29
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2010 | HQ Controllers | |||||||||||
30
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2011 | HQ Controllers | |||||||||||
31
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2006 | HQ Controllers | |||||||||||
32
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2007 | HQ Controllers | |||||||||||
33
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2008 | HQ Controllers | |||||||||||
34
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2009 | HQ Controllers | |||||||||||
35
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2010 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
36
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2011 | HQ Controllers | |||||||||||
37
|
Copy ITT HQ Infinuim Voucher Registers (Hardcopy) | 2006 | HQ Controllers | |||||||||||
38
|
Copy ITT HQ Infinuim Voucher Registers (Hardcopy) | 2007 | HQ Controllers | |||||||||||
39
|
Original Hardcopy Invoices/Checks to support ITTHQ Infinium Voucher Registers (and .txt or .xls version, if available) | 2006 | HQ Controllers | |||||||||||
40
|
Original Hardcopy Invoices/Checks to support ITTHQ Infinium Voucher Registers (and .txt or .xls version, if available) | 2007 | HQ Controllers | |||||||||||
41
|
SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?) | 2007 | HQ Controllers | |||||||||||
42
|
SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?) | 2008 | HQ Controllers | |||||||||||
43
|
SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?) | 2009 | HQ Controllers | |||||||||||
44
|
SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?) | 2010 | HQ Controllers | |||||||||||
45
|
SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?) | 2011 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
46
|
Original SAP Hardcopy and PDF Invoices for XXXXX Xx # 000 | 0000 | HQ Controllers | |||||||||||
47
|
Original SAP Hardcopy and PDF Invoices for XXXXX Xx # 000 | 0000 | HQ Controllers | |||||||||||
48
|
Original SAP Hardcopy and PDF Invoices for XXXXX Xx # 000 | 0000 | HQ Controllers | |||||||||||
49
|
Original SAP Hardcopy and PDF Invoices for XXXXX Xx # 000 | 0000 | HQ Controllers | |||||||||||
50
|
Original SAP Hardcopy and PDF Invoices for XXXXX Xx # 000 | 0000 | HQ Controllers | |||||||||||
51
|
ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system | 2007 | HQ Controllers | |||||||||||
52
|
ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system | 2008 | HQ Controllers | |||||||||||
53
|
ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system | 2009 | HQ Controllers | |||||||||||
54
|
ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system | 2010 | HQ Controllers | |||||||||||
55
|
ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system | 2011 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
56
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2006 | HQ Controllers | |||||||||||
57
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2007 | HQ Controllers | |||||||||||
58
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2008 | HQ Controllers | |||||||||||
59
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2009 | HQ Controllers | |||||||||||
60
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2010 | HQ Controllers | |||||||||||
61
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2011 | HQ Controllers | |||||||||||
62
|
All Supporting Source Documentss for the ITTHQ JEs | 2006 | HQ Controllers | |||||||||||
63
|
All Supporting Source Documentss for the ITTHQ JEs | 2007 | HQ Controllers | |||||||||||
64
|
All Supporting Source Documentss for the ITTHQ JEs | 2008 | HQ Controllers | |||||||||||
65
|
All Supporting Source Documentss for the ITTHQ JEs | 2009 | HQ Controllers | |||||||||||
66
|
All Supporting Source Documentss for the ITTHQ JEs | 2010 | HQ Controllers | |||||||||||
67
|
All Supporting Source Documentss for the ITTHQ JEs | 2011 | HQ Controllers | |||||||||||
00
|
XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2006 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
00
|
XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2007 | HQ Controllers | |||||||||||
00
|
XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2008 | HQ Controllers | |||||||||||
00
|
XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2009 | HQ Controllers | |||||||||||
00
|
XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2010 | HQ Controllers | |||||||||||
00
|
XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2011 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
74
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2006 | HQ Controllers | |||||||||||
75
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2007 | HQ Controllers | |||||||||||
76
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2008 | HQ Controllers | |||||||||||
77
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2009 | HQ Controllers | |||||||||||
78
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2010 | HQ Controllers | |||||||||||
79
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2011 | HQ Controllers | |||||||||||
80
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2006 | HQ Controllers | |||||||||||
81
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2007 | HQ Controllers | |||||||||||
82
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2008 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
83
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2009 | HQ Controllers | |||||||||||
84
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2010 | HQ Controllers | |||||||||||
85
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2011 | HQ Controllers | |||||||||||
86
|
Internal Audit Plans /Schedules (ALL) | 2006 | HQ Internal Audit | |||||||||||
87
|
Internal Audit Plans /Schedules (ALL) | 2007 | HQ Internal Audit | |||||||||||
88
|
Internal Audit Plans /Schedules (ALL) | 2008 | HQ Internal Audit | |||||||||||
89
|
Internal Audit Plans /Schedules (ALL) | 2009 | HQ Internal Audit | |||||||||||
90
|
Internal Audit Plans /Schedules (ALL) | 2010 | HQ Internal Audit | |||||||||||
91
|
Internal Audit Plans /Schedules (ALL) | 2011 | HQ Internal Audit | |||||||||||
92
|
Internal Audit Reports, Including COSO | 2006 | HQ Internal Audit | |||||||||||
93
|
Internal Audit Reports, Including COSO | 2007 | HQ Internal Audit | |||||||||||
94
|
Internal Audit Reports, Including COSO | 2008 | HQ Internal Audit | |||||||||||
95
|
Internal Audit Reports, Including COSO | 2009 | HQ Internal Audit | |||||||||||
96
|
Internal Audit Reports, Including COSO | 2010 | HQ Internal Audit | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
97
|
Internal Audit Reports, Including COSO | 2011 | HQ Internal Audit | |||||||||||
98
|
Internal Audit Generic WPs, including COSO | 2006 | HQ Internal Audit | |||||||||||
99
|
Internal Audit Generic WPs, including COSO | 2007 | HQ Internal Audit | |||||||||||
100
|
Internal Audit Generic WPs, including COSO | 2008 | HQ Internal Audit | |||||||||||
101
|
Internal Audit Generic WPs, including COSO | 2009 | HQ Internal Audit | |||||||||||
102
|
Internal Audit Generic WPs, including COSO | 2010 | HQ Internal Audit | |||||||||||
103
|
Internal Audit Generic WPs, including COSO | 2011 | HQ Internal Audit | |||||||||||
104
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2006 | HQ Internal Audit | |||||||||||
105
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2007 | HQ Internal Audit | |||||||||||
106
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2008 | HQ Internal Audit | |||||||||||
107
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2009 | HQ Internal Audit | |||||||||||
108
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2010 | HQ Internal Audit | |||||||||||
109
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2011 | HQ Internal Audit | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
110
|
Binders that support the COSO Audit Reports | 2006 | HQ Internal Audit | |||||||||||
111
|
Binders that support the COSO Audit Reports | 2007 | HQ Internal Audit | |||||||||||
112
|
Binders that support the COSO Audit Reports | 2008 | HQ Internal Audit | |||||||||||
113
|
Binders that support the COSO Audit Reports | 2009 | HQ Internal Audit | |||||||||||
114
|
Binders that support the COSO Audit Reports | 2010 | HQ Internal Audit | |||||||||||
115
|
Binders that support the COSO Audit Reports | 2011 | HQ Internal Audit | |||||||||||
116
|
Internal Audit Risk Assessments | 2006 | HQ Internal Audit | |||||||||||
117
|
Internal Audit Risk Assessments | 2007 | HQ Internal Audit | |||||||||||
118
|
Internal Audit Risk Assessments | 2008 | HQ Internal Audit | |||||||||||
119
|
Internal Audit Risk Assessments | 2009 | HQ Internal Audit | |||||||||||
120
|
Internal Audit Risk Assessments | 2010 | HQ Internal Audit | |||||||||||
121
|
Internal Audit Risk Assessments | 2011 | HQ Internal Audit | |||||||||||
122
|
Internal Audit Year-end Mgmt Testing Memos | 2006 | HQ Internal Audit | |||||||||||
123
|
Internal Audit Year-end Mgmt Testing Memos | 2007 | HQ Internal Audit | |||||||||||
124
|
Internal Audit Year-end Mgmt Testing Memos | 2008 | HQ Internal Audit | |||||||||||
125
|
Internal Audit Year-end Mgmt Testing Memos | 2009 | HQ Internal Audit | |||||||||||
126
|
Internal Audit Year-end Mgmt Testing Memos | 2010 | HQ Internal Audit | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
127
|
Internal Audit Year-end Mgmt Testing Memos | 2011 | HQ Internal Audit | |||||||||||
128
|
Binders that support the IA Year-end Mgmt Testing Memos | 2006 | HQ Internal Audit | |||||||||||
129
|
Binders that support the IA Year-end Mgmt Testing Memos | 2007 | HQ Internal Audit | |||||||||||
130
|
Binders that support the IA Year-end Mgmt Testing Memos | 2008 | HQ Internal Audit | |||||||||||
131
|
Binders that support the IA Year-end Mgmt Testing Memos | 2009 | HQ Internal Audit | |||||||||||
132
|
Binders that support the IA Year-end Mgmt Testing Memos | 2010 | HQ Internal Audit | |||||||||||
133
|
Binders that support the IA Year-end Mgmt Testing Memos | 2011 | HQ Internal Audit | |||||||||||
134
|
internal Audit Year-end Fraud Testing Memos | 2006 | HQ Internal Audit | |||||||||||
135
|
internal Audit Year-end Fraud Testing Memos | 2007 | HQ Internal Audit | |||||||||||
136
|
internal Audit Year-end Fraud Testing Memos | 2008 | HQ Internal Audit | |||||||||||
137
|
internal Audit Year-end Fraud Testing Memos | 2009 | HQ Internal Audit | |||||||||||
138
|
internal Audit Year-end Fraud Testing Memos | 2010 | HQ Internal Audit | |||||||||||
139
|
internal Audit Year-end Fraud Testing Memos | 2011 | HQ Internal Audit | |||||||||||
140
|
Binders that support the IA Year-end Fraud Testing Memos | 2006 | HQ Internal Audit | |||||||||||
141
|
Binders that support the IA Year-end Fraud Testing Memos | 2007 | HQ Internal Audit | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
142
|
Binders that support the IA Year-end Fraud Testing Memos | 2008 | HQ Internal Audit | |||||||||||
143
|
Binders that support the IA Year-end Fraud Testing Memos | 2009 | HQ Internal Audit | |||||||||||
144
|
Binders that support the IA Year-end Fraud Testing Memos | 2010 | HQ Internal Audit | |||||||||||
145
|
Binders that support the IA Year-end Fraud Testing Memos | 2011 | HQ Internal Audit | |||||||||||
146
|
ITTHQ Generic SOX Templates | 2006 | HQ Internal Audit | |||||||||||
147
|
ITTHQ Generic SOX Templates | 2007 | HQ Internal Audit | |||||||||||
148
|
ITTHQ Generic SOX Templates | 2008 | HQ Internal Audit | |||||||||||
149
|
ITTHQ Generic SOX Templates | 2009 | HQ Internal Audit | |||||||||||
150
|
ITTHQ Generic SOX Templates | 2010 | HQ Internal Audit | |||||||||||
151
|
ITTHQ Generic SOX Templates | 2011 | HQ Internal Audit | |||||||||||
152
|
ITTHQ Code of Conduct — 2006 (PDF version) | 2006 | HQ Corp Responsibility | Y | Located in Finance-DEHQ\DCAA Audit Records Retention Requirements (06-11)\HQ Corporate Responsibility | |||||||||
153
|
ITTHQ Code of Conduct — 2009 (PDF version) | 2009 | HQ Corp Responsibility | Y | Located in Finance-DEHQ\DCAA Audit Records Retention Requirements (06-11)\HQ Corporate Responsibility | |||||||||
154
|
ITTHQ Code of Conduct — 2011 (PDF version) | 2011 | HQ Corp Responsibility | |||||||||||
155
|
A copy of the Annual Code of Conduct Training Material | 2006 | HQ Corp Responsibility | |||||||||||
156
|
A copy of the Annual Code of Conduct Training Material | 2007 | HQ Corp Responsibility | |||||||||||
157
|
A copy of the Annual Code of Conduct Training Material | 2008 | HQ Corp Responsibility | |||||||||||
158
|
A copy of the Annual Code of Conduct Training Material | 2009 | HQ Corp Responsibility | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
159
|
A copy of the Annual Code of Conduct Training Material | 2010 | HQ Corp Responsibility | |||||||||||
160
|
A copy of the Annual Code of Conduct Training Material | 2011 | HQ Corp Responsibility | |||||||||||
161
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2006 | HQ Corp Responsibility | |||||||||||
162
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2007 | HQ Corp Responsibility | |||||||||||
163
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2008 | HQ Corp Responsibility | |||||||||||
164
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2009 | HQ Corp Responsibility | |||||||||||
165
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2010 | HQ Corp Responsibility | |||||||||||
166
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2011 | HQ Corp Responsibility | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
167
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2006 | HQ Corp Responsibility | |||||||||||
168
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2007 | HQ Corp Responsibility | |||||||||||
169
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2008 | HQ Corp Responsibility | |||||||||||
170
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2009 | HQ Corp Responsibility | |||||||||||
171
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2010 | HQ Corp Responsibility | |||||||||||
172
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2011 | HQ Corp Responsibility | |||||||||||
173
|
All Quarterly E&C Metrics Reports (Raven/Xxxxx) | 2006 | HQ Corp Responsibility | |||||||||||
174
|
All Quarterly E&C Metrics Reports (Raven/Xxxxx) | 2007 | HQ Corp Responsibility | |||||||||||
175
|
All Quarterly E&C Metrics Reports (Raven/Xxxxx) | 2008 | HQ Corp Responsibility | |||||||||||
176
|
All Quarterly E&C Metrics Reports (Raven/Xxxxx) | 2009 | HQ Corp Responsibility | |||||||||||
177
|
All Quarterly E&C Metrics Reports (Raven/Xxxxx) | 2010 | HQ Corp Responsibility | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
178
|
All Quarterly E&C Metrics Reports (Raven/Xxxxx) | 2011 | HQ Corp Responsibility | |||||||||||
179
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2006 | HQ Corp Responsibility | |||||||||||
180
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2007 | HQ Corp Responsibility | |||||||||||
181
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2008 | HQ Corp Responsibility | |||||||||||
182
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2009 | HQ Corp Responsibility | |||||||||||
183
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2010 | HQ Corp Responsibility | |||||||||||
184
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2011 | HQ Corp Responsibility | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
185
|
E&C Policies & Procedures/ “Thud” Book | 2006 | HQ Corp Responsibility | |||||||||||
186
|
E&C Policies & Procedures/ “Thud” Book | 2007 | HQ Corp Responsibility | |||||||||||
187
|
E&C Policies & Procedures/ “Thud” Book | 2008 | HQ Corp Responsibility | |||||||||||
188
|
E&C Policies & Procedures/ “Thud” Book | 2009 | HQ Corp Responsibility | |||||||||||
189
|
E&C Policies & Procedures/ “Thud” Book | 2010 | HQ Corp Responsibility | |||||||||||
190
|
E&C Policies & Procedures/ “Thud” Book | 2011 | HQ Corp Responsibility | |||||||||||
191
|
Listing of All ITT Board of Directors and their affiliations | 2006 | HQ Legal | |||||||||||
192
|
Listing of All ITT Board of Directors and their affiliations | 2007 | HQ Legal | |||||||||||
193
|
Listing of All ITT Board of Directors and their affiliations | 2008 | HQ Legal | |||||||||||
194
|
Listing of All ITT Board of Directors and their affiliations | 2009 | HQ Legal | |||||||||||
195
|
Listing of All ITT Board of Directors and their affiliations | 2010 | HQ Legal | |||||||||||
196
|
Listing of All ITT Board of Directors and their affiliations | 2011 | HQ Legal | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
197
|
ITT Board of Director Minutes (See Comments) | 2006 | HQ Legal | |||||||||||
198
|
ITT Board of Director Minutes (See Comments) | 2007 | HQ Legal | |||||||||||
199
|
ITT Board of Director Minutes (See Comments) | 2008 | HQ Legal | |||||||||||
200
|
ITT Board of Director Minutes (See Comments) | 2009 | HQ Legal | |||||||||||
201
|
ITT Board of Director Minutes (See Comments) | 2010 | HQ Legal | |||||||||||
202
|
ITT Board of Director Minutes (See Comments) | 2011 | HQ Legal | |||||||||||
203
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2006 | HQ Legal | |||||||||||
204
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2007 | HQ Legal | |||||||||||
205
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2008 | HQ Legal | |||||||||||
206
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2009 | HQ Legal | |||||||||||
207
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2010 | HQ Legal | |||||||||||
208
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2011 | HQ Legal | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
209
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2006 | HQ Controllers | |||||||||||
210
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2007 | HQ Controllers | |||||||||||
211
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2008 | HQ Controllers | |||||||||||
212
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2009 | HQ Controllers | |||||||||||
213
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2010 | HQ Controllers | |||||||||||
214
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2011 | HQ Controllers | |||||||||||
215
|
Federal Income Tax Returns (2 copies) | 2006 | HQ Tax | Y | ||||||||||
216
|
Federal Income Tax Returns (2 copies) | 2007 | HQ Tax | Y | ||||||||||
217
|
Federal Income Tax Returns (2 copies) | 2008 | HQ Tax | Y | ||||||||||
218
|
Federal Income Tax Returns (2 copies) | 2009 | HQ Tax | Y | ||||||||||
219
|
Federal Income Tax Returns (2 copies) | 2010 | HQ Tax | |||||||||||
220
|
Federal Income Tax Returns (2 copies) | 2011 | HQ Tax | |||||||||||
221
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes. | 2006 | HQ Tax | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
222
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes. | 2007 | HQ Tax | |||||||||||
223
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes. | 2008 | HQ Tax | |||||||||||
224
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes. | 2009 | HQ Tax | |||||||||||
225
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes. | 2010 | HQ Tax | |||||||||||
226
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes. | 2011 | HQ Tax | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
227
|
ITT Contract with Deloitte & Touche (External Auditors) | 2006 | HQ Controllers | |||||||||||
228
|
ITT Contract with Deloitte & Touche (External Auditors) | 2007 | HQ Controllers | |||||||||||
229
|
ITT Contract with Deloitte & Touche (External Auditors) | 2008 | HQ Controllers | |||||||||||
230
|
ITT Contract with Deloitte & Touche (External Auditors) | 2009 | HQ Controllers | |||||||||||
231
|
ITT Contract with Deloitte & Touche (External Auditors) | 2010 | HQ Controllers | |||||||||||
232
|
ITT Contract with Deloitte & Touche (External Auditors) | 2011 | HQ Controllers | |||||||||||
233
|
ITT Contract with Ernst & Young (Internal Auditors) | 2006 | HQ Internal Audit | |||||||||||
234
|
ITT Contract with Ernst & Young (Internal Auditors) | 2007 | HQ Internal Audit | |||||||||||
235
|
ITT Contract with Ernst & Young (Internal Auditors) | 2008 | HQ Internal Audit | |||||||||||
236
|
ITT Contract with Ernst & Young (Internal Auditors) | 2009 | HQ Internal Audit | |||||||||||
237
|
ITT Contract with Ernst & Young (Internal Auditors) | 2010 | HQ Internal Audit | |||||||||||
238
|
ITT Contract with Ernst & Young (Internal Auditors) | 2011 | HQ Internal Audit | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
239
|
Organization Charts for ALL ITTHQ Departments | 2006 | HQ Human Resources | |||||||||||
240
|
Organization Charts for ALL ITTHQ Departments | 2007 | HQ Human Resources | |||||||||||
241
|
Organization Charts for ALL ITTHQ Departments | 2008 | HQ Human Resources | |||||||||||
242
|
Organization Charts for ALL ITTHQ Departments | 2009 | HQ Human Resources | |||||||||||
243
|
Organization Charts for ALL ITTHQ Departments | 2010 | HQ Human Resources | |||||||||||
244
|
Organization Charts for ALL ITTHQ Departments | 2011 | HQ Human Resources | |||||||||||
245
|
Listing of All IITT HQ Employees by Department | 2006 | HQ Human Resources | |||||||||||
246
|
Listing of All IITT HQ Employees by Department | 2007 | HQ Human Resources | |||||||||||
247
|
Listing of All IITT HQ Employees by Department | 2008 | HQ Human Resources | |||||||||||
248
|
Listing of All IITT HQ Employees by Department | 2009 | HQ Human Resources | |||||||||||
249
|
Listing of All IITT HQ Employees by Department | 2010 | HQ Human Resources | |||||||||||
250
|
Listing of All IITT HQ Employees by Department | 2011 | HQ Human Resources | |||||||||||
251
|
Floor/Office Layout of ITTHQ Office | 2006 | HQ Human Resources | |||||||||||
252
|
Floor/Office Layout of ITTHQ Office | 2007 | HQ Human Resources | |||||||||||
253
|
Floor/Office Layout of ITTHQ Office | 2008 | HQ Human Resources | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
254
|
Floor/Office Layout of ITTHQ Office | 2009 | HQ Human Resources | |||||||||||
255
|
Floor/Office Layout of ITTHQ Office | 2010 | HQ Human Resources | |||||||||||
256
|
Floor/Office Layout of ITTHQ Office | 2011 | HQ Human Resources | |||||||||||
257
|
ITT Lease for 0 Xxx Xxx Xxxx, Xxxxx Xxxxxx XX | 2006 | HQ Controllers | |||||||||||
258
|
ITT Lease for 0000 Xxxxxxxxxxx Xxx, Xxxxx Xxxxxx XX | 2008 | HQ Controllers | |||||||||||
259
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2006 | FWSS Payroll | |||||||||||
260
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2007 | FWSS Payroll | |||||||||||
261
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2008 | FWSS Payroll | |||||||||||
262
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2009 | FWSS Payroll | |||||||||||
263
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2010 | FWSS Payroll | |||||||||||
264
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2011 | FWSS Payroll | |||||||||||
265
|
ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below) | 2006 | FWSS Payroll | |||||||||||
266
|
ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below) | 2007 | FWSS Payroll | |||||||||||
267
|
ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below) | 2008 | FWSS Payroll | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
000
|
XXX XX X-0x fpr All Remaining ITTHQ Employees (18 & below) | 2009 | FWSS Payroll | |||||||||||
269
|
ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below) | 2010 | FWSS Payroll | |||||||||||
270
|
ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below) | 2011 | FWSS Payroll | |||||||||||
271
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2006 | FWSS Payroll | |||||||||||
272
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2007 | FWSS Payroll | |||||||||||
273
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2008 | FWSS Payroll | |||||||||||
274
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2009 | FWSS Payroll | |||||||||||
275
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2010 | FWSS Payroll | |||||||||||
276
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2011 | FWSS Payroll | |||||||||||
277
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (X. Xxxxxx) | 2006 | HQ Human Resources | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
278
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (X. Xxxxxx) | 2007 | HQ Human Resources | |||||||||||
279
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (X. Xxxxxx) | 2008 | HQ Human Resources | |||||||||||
280
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (X. Xxxxxx) | 2009 | HQ Human Resources | |||||||||||
281
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (X. Xxxxxx) | 2010 | HQ Human Resources | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
282
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (X. Xxxxxx) | 2011 | HQ Human Resources | |||||||||||
283
|
ITTHQ Corporate Policies & Procedures (ALL) | 2006 | HQ Corp Responsibility | |||||||||||
284
|
ITTHQ Corporate Policies & Procedures (ALL) | 2007 | HQ Corp Responsibility | |||||||||||
285
|
ITTHQ Corporate Policies & Procedures (ALL) | 2008 | HQ Corp Responsibility | |||||||||||
286
|
ITTHQ Corporate Policies & Procedures (ALL) | 2009 | HQ Corp Responsibility | |||||||||||
287
|
ITTHQ Corporate Policies & Procedures (ALL) | 2010 | HQ Corp Responsibility | |||||||||||
288
|
ITTHQ Corporate Policies & Procedures (ALL) | 2011 | HQ Corp Responsibility | |||||||||||
289
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2006 | Mulitple HQ Depts | |||||||||||
290
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2007 | Mulitple HQ Depts | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
291
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2008 | Mulitple HQ Depts | |||||||||||
292
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2009 | Mulitple HQ Depts | |||||||||||
293
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2010 | Mulitple HQ Depts | |||||||||||
294
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2011 | Mulitple HQ Depts | |||||||||||
295
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2006 | HQ Controllers | |||||||||||
296
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2007 | HQ Controllers | |||||||||||
297
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2008 | HQ Controllers | |||||||||||
298
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2009 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
299
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2010 | HQ Controllers | |||||||||||
300
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2011 | HQ Controllers | |||||||||||
301
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2006 | HQ Human Resources | |||||||||||
302
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2007 | HQ Human Resources | |||||||||||
303
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2008 | HQ Human Resources | |||||||||||
304
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2009 | HQ Human Resources | |||||||||||
305
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2010 | HQ Human Resources | |||||||||||
306
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2011 | HQ Human Resources | |||||||||||
307
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) |
2006 | HQ Human Resources | |||||||||||
308
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) |
2007 | HQ Human Resources | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
309
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) | 2008 | HQ Human Resources | |||||||||||
310
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) | 2009 | HQ Human Resources | |||||||||||
311
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) | 2010 | HQ Human Resources | |||||||||||
312
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) | 2011 | HQ Human Resources | |||||||||||
313
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2006 | HQ Human Resources | |||||||||||
314
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2007 | HQ Human Resources | |||||||||||
315
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2008 | HQ Human Resources | |||||||||||
316
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2009 | HQ Human Resources | |||||||||||
317
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2010 | HQ Human Resources | |||||||||||
318
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2011 | HQ Human Resources | |||||||||||
319
|
LTIP Calculations (M Xxxx) w/supporting source documentation | 2006 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
320
|
LTIP Calculations (M Xxxx) w/supporting source documentation | 2007 | HQ Controllers | |||||||||||
321
|
LTIP Calculations (M Xxxx) w/supporting source documentation | 2008 | HQ Controllers | |||||||||||
322
|
LTIP Calculations (M Xxxx) w/supporting source documentation | 2009 | HQ Controllers | |||||||||||
323
|
LTIP Calculations (M Xxxx) w/supporting source documentation | 2010 | HQ Controllers | |||||||||||
324
|
LTIP Calculations (M Xxxx) w/supporting source documentation | 2011 | HQ Controllers | |||||||||||
325
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2006 | HQ Controllers | |||||||||||
326
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2007 | HQ Controllers | |||||||||||
327
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2008 | HQ Controllers | |||||||||||
328
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2009 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
329
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2010 | HQ Controllers | |||||||||||
330
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2011 | HQ Controllers | |||||||||||
331
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2006 | HQ Controllers | |||||||||||
332
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2007 | HQ Controllers | |||||||||||
333
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2008 | HQ Controllers | |||||||||||
334
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2009 | HQ Controllers | |||||||||||
335
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2010 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
336
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2011 | HQ Controllers | |||||||||||
337
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 600 |
2006 | HQ Controllers | |||||||||||
338
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 601 |
2007 | HQ Controllers | |||||||||||
339
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 602 |
2008 | HQ Controllers | |||||||||||
340
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 603 |
2009 | HQ Controllers | |||||||||||
341
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 604 |
2010 | HQ Controllers | |||||||||||
342
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 605 |
2011 | HQ Controllers | |||||||||||
343
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2006 | HQ Controllers | |||||||||||
344
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2007 | HQ Controllers | |||||||||||
345
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2008 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
346
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2009 | HQ Controllers | |||||||||||
347
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2010 | HQ Controllers | |||||||||||
348
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2011 | HQ Controllers | |||||||||||
349
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2006 | HQ Controllers | |||||||||||
350
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2007 | HQ Controllers | |||||||||||
351
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2008 | HQ Controllers | |||||||||||
352
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2009 | HQ Controllers | |||||||||||
353
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2010 | HQ Controllers | |||||||||||
354
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2011 | HQ Controllers | |||||||||||
355
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2006 | HQ Controllers | |||||||||||
356
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2007 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
357
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2008 | HQ Controllers | |||||||||||
358
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2009 | HQ Controllers | |||||||||||
359
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2010 | HQ Controllers | |||||||||||
360
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2011 | HQ Controllers | |||||||||||
361
|
Invoices for All Fixed Assers at ITTHQ Co 600 | 2006 | HQ Controllers | |||||||||||
362
|
Invoices for All Fixed Assers at ITTHQ Co 601 | 2007 | HQ Controllers | |||||||||||
363
|
Invoices for All Fixed Assers at ITTHQ Co 602 | 2008 | HQ Controllers | |||||||||||
364
|
Invoices for All Fixed Assers at ITTHQ Co 603 | 2009 | HQ Controllers | |||||||||||
365
|
Invoices for All Fixed Assers at ITTHQ Co 604 | 2010 | HQ Controllers | |||||||||||
366
|
Invoices for All Fixed Assers at ITTHQ Co 605 | 2011 | HQ Controllers | |||||||||||
367
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2006 | HQ Controllers | |||||||||||
368
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2007 | HQ Controllers | |||||||||||
369
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2008 | HQ Controllers | |||||||||||
370
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2009 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
371
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2010 | HQ Controllers | |||||||||||
372
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2011 | HQ Controllers | |||||||||||
373
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2006 | HQ Controllers | |||||||||||
374
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2007 | HQ Controllers | |||||||||||
375
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2008 | HQ Controllers | |||||||||||
376
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2009 | HQ Controllers | |||||||||||
377
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2010 | HQ Controllers | |||||||||||
378
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2011 | HQ Controllers | |||||||||||
379
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2006 | HQ Controllers | |||||||||||
380
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2007 | HQ Controllers | |||||||||||
381
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2008 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
382
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2009 | HQ Controllers | |||||||||||
383
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2010 | HQ Controllers | |||||||||||
384
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2011 | HQ Controllers | |||||||||||
385
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2006 | HQ Controllers | |||||||||||
386
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2007 | HQ Controllers | |||||||||||
387
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2008 | HQ Controllers | |||||||||||
388
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2009 | HQ Controllers | |||||||||||
389
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2010 | HQ Controllers | |||||||||||
390
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2011 | HQ Controllers | |||||||||||
391
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2006 | HQ Human Resources | |||||||||||
392
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2007 | HQ Human Resources | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
393
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2008 | HQ Human Resources | |||||||||||
394
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2009 | HQ Human Resources | |||||||||||
395
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2010 | HQ Human Resources | |||||||||||
396
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2011 | HQ Human Resources | |||||||||||
397
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2006 | HQ Human Resources | |||||||||||
398
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2007 | HQ Human Resources | |||||||||||
399
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2008 | HQ Human Resources | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
400
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2009 | HQ Human Resources | |||||||||||
401
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2010 | HQ Human Resources | |||||||||||
402
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2011 | HQ Human Resources | |||||||||||
403
|
Relocation Expense Supprting Docs (Acct 744) | 2006 | HQ Human Resources | |||||||||||
404
|
Relocation Expense Supprting Docs (Acct 744) | 2007 | HQ Human Resources | |||||||||||
405
|
Relocation Expense Supprting Docs (Acct 744) | 2008 | HQ Human Resources | |||||||||||
406
|
Relocation Expense Supprting Docs (Acct 744) | 2009 | HQ Human Resources | |||||||||||
407
|
Relocation Expense Supprting Docs (Acct 744) | 2010 | HQ Human Resources | |||||||||||
408
|
Relocation Expense Supprting Docs (Acct 744) | 2011 | HQ Human Resources | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
409
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2006 | HQ Legal | |||||||||||
410
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2007 | HQ Legal | |||||||||||
411
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2008 | HQ Legal | |||||||||||
412
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2009 | HQ Legal | |||||||||||
413
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2010 | HQ Legal | |||||||||||
414
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2011 | HQ Legal | |||||||||||
415
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) | 2006 | HQ Legal | |||||||||||
416
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) | 2007 | HQ Legal | |||||||||||
417
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) | 2008 | HQ Legal | |||||||||||
418
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) | 2009 | HQ Legal | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
419
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) |
2010 | HQ Legal | |||||||||||
420
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) |
2011 | HQ Legal | |||||||||||
421
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2006 | FWSS Payroll | |||||||||||
422
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2007 | FWSS Payroll | |||||||||||
423
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2008 | FWSS Payroll | |||||||||||
424
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2009 | FWSS Payroll | |||||||||||
425
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2010 | FWSS Payroll | |||||||||||
426
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2011 | FWSS Payroll | |||||||||||
427
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2006 | HQ Human Resources | |||||||||||
428
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2007 | HQ Human Resources | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
429
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2008 | HQ Human Resources | |||||||||||
430
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2009 | HQ Human Resources | |||||||||||
431
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2010 | HQ Human Resources | |||||||||||
432
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2011 | HQ Human Resources | |||||||||||
433
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2006 | FWSS Travel | |||||||||||
434
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2007 | FWSS Travel | |||||||||||
435
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2008 | FWSS Travel | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
436
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2009 | FWSS Travel | |||||||||||
437
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2010 | FWSS Travel | |||||||||||
438
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2011 | FWSS Travel | |||||||||||
439
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2006 | FWSS Travel | |||||||||||
440
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2007 | FWSS Travel | |||||||||||
441
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2008 | FWSS Travel | |||||||||||
442
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2009 | FWSS Travel | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
443
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2010 | FWSS Travel | |||||||||||
444
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2011 | FWSS Travel | |||||||||||
445
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2006 | Mulitple HQ Depts | |||||||||||
446
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2007 | Mulitple HQ Depts | |||||||||||
447
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2008 | Mulitple HQ Depts | |||||||||||
448
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2009 | Mulitple HQ Depts | |||||||||||
449
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2010 | Mulitple HQ Depts | |||||||||||
450
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2011 | Mulitple HQ Depts | |||||||||||
451
|
Pension Buck Reports | 2006 | HQ Pension Dept | |||||||||||
452
|
Pension Buck Reports | 2007 | HQ Pension Dept | |||||||||||
453
|
Pension Buck Reports | 2008 | HQ Pension Dept | |||||||||||
454
|
Pension Buck Reports | 2009 | HQ Pension Dept | |||||||||||
455
|
Pension Buck Reports | 2010 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
456
|
Pension Buck Reports | 2011 | HQ Pension Dept | |||||||||||
457
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2006 | HQ Pension Dept | |||||||||||
458
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2007 | HQ Pension Dept | |||||||||||
459
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2008 | HQ Pension Dept | |||||||||||
460
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2009 | HQ Pension Dept | |||||||||||
461
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2010 | HQ Pension Dept | |||||||||||
462
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2011 | HQ Pension Dept | |||||||||||
463
|
IRS Form 5500 | 2006 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
464
|
IRS Form 5500 | 2007 | HQ Pension Dept | |||||||||||
465
|
IRS Form 5500 | 2008 | HQ Pension Dept | |||||||||||
466
|
IRS Form 5500 | 2009 | HQ Pension Dept | |||||||||||
467
|
IRS Form 5500 | 2010 | HQ Pension Dept | |||||||||||
468
|
IRS Form 5500 | 2011 | HQ Pension Dept | |||||||||||
469
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2006 | HQ Pension Dept | |||||||||||
470
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2007 | HQ Pension Dept | |||||||||||
471
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2008 | HQ Pension Dept | |||||||||||
472
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2009 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
473
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2010 | HQ Pension Dept | |||||||||||
474
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2011 | HQ Pension Dept | |||||||||||
475
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept | |||||||||||
476
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept | |||||||||||
477
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
478
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
479
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept | |||||||||||
480
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept | |||||||||||
481
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept | |||||||||||
482
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept | |||||||||||
483
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
484
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept | |||||||||||
485
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
486
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept | ACS emails? | ||||||||||
487
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2006 | HQ Pension Dept | |||||||||||
488
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2007 | HQ Pension Dept | |||||||||||
489
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2008 | HQ Pension Dept | |||||||||||
490
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2009 | HQ Pension Dept | |||||||||||
491
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2010 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
492
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2011 | HQ Pension Dept | |||||||||||
493
|
Listing of Participants in the PRBs to support PRB eligibility | 2006 | HQ Pension Dept | Y | ||||||||||
494
|
Listing of Participants in the PRBs to support PRB eligibility | 2007 | HQ Pension Dept | |||||||||||
495
|
Listing of Participants in the PRBs to support PRB eligibility | 2008 | HQ Pension Dept | |||||||||||
496
|
Listing of Participants in the PRBs to support PRB eligibility | 2009 | HQ Pension Dept | Y | ||||||||||
497
|
Listing of Participants in the PRBs to support PRB eligibility | 2010 | HQ Pension Dept | Y | ||||||||||
498
|
Listing of Participants in the PRBs to support PRB eligibility | 2011 | HQ Pension Dept | |||||||||||
499
|
Acturial Reports for EDO Frozen Pension Costs | 2008 | HQ Pension Dept | Y | ||||||||||
500
|
Acturial Reports for EDO Frozen Pension Costs | 2009 | HQ Pension Dept | Y | ||||||||||
501
|
Acturial Reports for EDO Frozen Pension Costs | 2010 | HQ Pension Dept | Y | ||||||||||
502
|
Acturial Reports for EDO Frozen Pension Costs | 2011 | HQ Pension Dept | Y | ||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
503
|
Acturial Reports for EDO Frozen Pension Costs | 2012 | HQ Pension Dept | Y | ||||||||||
504
|
Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions | 2008 | HQ Pension Dept | Y | ||||||||||
505
|
Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions | 2009 | HQ Pension Dept | Y | ||||||||||
506
|
Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions | 2010 | HQ Pension Dept | Y | ||||||||||
507
|
Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions | 2011 | HQ Pension Dept | Y | ||||||||||
508
|
Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions | 2012 | HQ Pension Dept | Y | ||||||||||
509
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2006 | HQ Pension Dept | |||||||||||
510
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2007 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
511
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2008 | HQ Pension Dept | |||||||||||
512
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2009 | HQ Pension Dept | |||||||||||
513
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2010 | HQ Pension Dept | |||||||||||
514
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2011 | HQ Pension Dept | |||||||||||
515
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept | |||||||||||
516
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept | |||||||||||
517
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
518
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept | |||||||||||
519
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept | |||||||||||
520
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
521
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2006 | HQ Pension Dept | |||||||||||
522
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2007 | HQ Pension Dept | |||||||||||
523
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2008 | HQ Pension Dept | |||||||||||
524
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2009 | HQ Pension Dept | |||||||||||
525
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2010 | HQ Pension Dept | |||||||||||
526
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2011 | HQ Pension Dept | |||||||||||
527
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept | |||||||||||
528
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
529
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
530
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept | |||||||||||
531
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept | |||||||||||
532
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept | |||||||||||
533
|
Support for the Healthcare Partipants by BU. | 2006 | HQ Pension Dept | |||||||||||
534
|
Support for the Healthcare Partipants by BU. | 2007 | HQ Pension Dept | |||||||||||
535
|
Support for the Healthcare Partipants by BU. | 2008 | HQ Pension Dept | |||||||||||
536
|
Support for the Healthcare Partipants by BU. | 2009 | HQ Pension Dept | |||||||||||
537
|
Support for the Healthcare Partipants by BU. | 2010 | HQ Pension Dept | |||||||||||
538
|
Support for the Healthcare Partipants by BU. | 2011 | HQ Pension Dept | |||||||||||
539
|
Dependant Eligilbility Healthcare 3rd Party Audit and Results | 2011 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
540
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2006 | HQ Pension Dept | |||||||||||
541
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2007 | HQ Pension Dept | |||||||||||
542
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2008 | HQ Pension Dept | |||||||||||
543
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2009 | HQ Pension Dept | |||||||||||
544
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2010 | HQ Pension Dept | |||||||||||
545
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2011 | HQ Pension Dept | |||||||||||
546
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept | |||||||||||
547
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept | |||||||||||
548
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
549
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
550
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept | |||||||||||
551
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept | |||||||||||
552
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2006 | HQ Pension Dept | |||||||||||
553
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2007 | HQ Pension Dept | |||||||||||
554
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2008 | HQ Pension Dept | |||||||||||
555
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2009 | HQ Pension Dept | |||||||||||
556
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2010 | HQ Pension Dept | |||||||||||
557
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2011 | HQ Pension Dept | |||||||||||
558
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
559
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept | |||||||||||
560
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
561
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept | |||||||||||
562
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept | |||||||||||
563
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept | |||||||||||
564
|
Support for the Met Life Partipants by BU. | 2006 | HQ Pension Dept | |||||||||||
565
|
Support for the Met Life Partipants by BU. | 2007 | HQ Pension Dept | |||||||||||
566
|
Support for the Met Life Partipants by BU. | 2008 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
567
|
Support for the Met Life Partipants by BU. | 2009 | HQ Pension Dept | |||||||||||
568
|
Support for the Met Life Partipants by BU. | 2010 | HQ Pension Dept | |||||||||||
569
|
Support for the Met Life Partipants by BU. | 2011 | HQ Pension Dept | |||||||||||
570
|
Dependant Eligilbility Dental 3rd Party Audit and Results | 2011 | HQ Pension Dept | |||||||||||
571
|
ISP/401k Allocation Worksheets | 2006 | FWSS Acctg | |||||||||||
572
|
ISP/401k Allocation Worksheets | 2007 | FWSS Acctg | |||||||||||
573
|
ISP/401k Allocation Worksheets | 2008 | FWSS Acctg | |||||||||||
574
|
ISP/401k Allocation Worksheets | 2009 | FWSS Acctg | |||||||||||
575
|
ISP/401k Allocation Worksheets | 2010 | FWSS Acctg | |||||||||||
576
|
ISP/401k Allocation Worksheets | 2011 | FWSS Acctg | |||||||||||
577
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2006 | FWSS Acctg | |||||||||||
578
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2007 | FWSS Acctg | |||||||||||
579
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2008 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
580
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2009 | FWSS Acctg | |||||||||||
581
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2010 | FWSS Acctg | |||||||||||
582
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2011 | FWSS Acctg | |||||||||||
583
|
Support for the ISP/401k Partipants by BU. | 2006 | FWSS Acctg | |||||||||||
584
|
Support for the ISP/401k Partipants by BU. | 2007 | FWSS Acctg | |||||||||||
585
|
Support for the ISP/401k Partipants by BU. | 2008 | FWSS Acctg | |||||||||||
586
|
Support for the ISP/401k Partipants by BU. | 2009 | FWSS Acctg | |||||||||||
587
|
Support for the ISP/401k Partipants by BU. | 2010 | FWSS Acctg | |||||||||||
588
|
Support for the ISP/401k Partipants by BU. | 2011 | FWSS Acctg | |||||||||||
589
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2006 | FWSS Acctg | |||||||||||
590
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2007 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
591
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2008 | FWSS Acctg | |||||||||||
592
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2009 | FWSS Acctg | |||||||||||
593
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2010 | FWSS Acctg | |||||||||||
594
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2011 | FWSS Acctg | |||||||||||
595
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2006 | HQ Pension Dept | |||||||||||
596
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2007 | HQ Pension Dept | |||||||||||
597
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2008 | HQ Pension Dept | |||||||||||
598
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2009 | HQ Pension Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
599
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2010 | HQ Pension Dept | |||||||||||
600
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2011 | HQ Pension Dept | |||||||||||
601
|
Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx) | 2006 | HQ Controllers | |||||||||||
602
|
Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx) | 2007 | HQ Controllers | |||||||||||
603
|
Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx) | 2008 | HQ Controllers | |||||||||||
604
|
Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx) | 2009 | HQ Controllers | |||||||||||
605
|
Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx) | 2010 | HQ Controllers | |||||||||||
606
|
Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx) | 2011 | HQ Controllers | |||||||||||
607
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2006 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
608
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2007 | HQ Controllers | |||||||||||
609
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2008 | HQ Controllers | |||||||||||
610
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2009 | HQ Controllers | |||||||||||
611
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2010 | HQ Controllers | |||||||||||
612
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2011 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
613
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2006 | HQ Controllers | |||||||||||
614
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2007 | HQ Controllers | |||||||||||
615
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2008 | HQ Controllers | |||||||||||
616
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2009 | HQ Controllers | |||||||||||
617
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2010 | HQ Controllers | |||||||||||
618
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2011 | HQ Controllers | |||||||||||
619
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2006 | HQ Controllers | |||||||||||
620
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2007 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
621
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2008 | HQ Controllers | |||||||||||
622
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2009 | HQ Controllers | |||||||||||
623
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2010 | HQ Controllers | |||||||||||
624
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2011 | HQ Controllers | |||||||||||
625
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Controllers | |||||||||||
626
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
627
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Controllers | |||||||||||
628
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Controllers | |||||||||||
629
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Controllers | |||||||||||
630
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Controllers | |||||||||||
631
|
Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2006 | HQ Treasury | Y | ||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
632
|
Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2007 | HQ Treasury | |||||||||||
633
|
Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2008 | HQ Treasury | |||||||||||
634
|
Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2009 | HQ Treasury | |||||||||||
635
|
Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2010 | HQ Treasury | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
636
|
Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2011 | HQ Treasury | |||||||||||
637
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2006 | HQ Treasury | |||||||||||
638
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2007 | HQ Treasury | |||||||||||
639
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2008 | HQ Treasury | |||||||||||
640
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2009 | HQ Treasury | |||||||||||
641
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2010 | HQ Treasury | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
642
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2011 | HQ Treasury | |||||||||||
643
|
Copies of Big 5 Insurance Policies | 2006 | HQ Treasury | |||||||||||
644
|
Copies of Big 5 Insurance Policies | 2007 | HQ Treasury | |||||||||||
645
|
Copies of Big 5 Insurance Policies | 2008 | HQ Treasury | |||||||||||
646
|
Copies of Big 5 Insurance Policies | 2009 | HQ Treasury | |||||||||||
647
|
Copies of Big 5 Insurance Policies | 2010 | HQ Treasury | |||||||||||
648
|
Copies of Big 5 Insurance Policies | 2011 | HQ Treasury | |||||||||||
649
|
Copies of Big 5 Broker Agreements | 2006 | HQ Treasury | |||||||||||
650
|
Copies of Big 5 Broker Agreements | 2007 | HQ Treasury | |||||||||||
651
|
Copies of Big 5 Broker Agreements | 2008 | HQ Treasury | |||||||||||
652
|
Copies of Big 5 Broker Agreements | 2009 | HQ Treasury | |||||||||||
653
|
Copies of Big 5 Broker Agreements | 2010 | HQ Treasury | |||||||||||
654
|
Copies of Big 5 Broker Agreements | 2011 | HQ Treasury | |||||||||||
655
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2006 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
656
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2007 | HQ Controllers | |||||||||||
657
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2008 | HQ Controllers | |||||||||||
658
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2009 | HQ Controllers | |||||||||||
659
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2010 | HQ Controllers | |||||||||||
660
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2011 | HQ Controllers | |||||||||||
661
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2006 | HQ Controllers | |||||||||||
662
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2007 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
663
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2008 | HQ Controllers | |||||||||||
664
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2009 | HQ Controllers | |||||||||||
665
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2010 | HQ Controllers | |||||||||||
666
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2011 | HQ Controllers | |||||||||||
667
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2006 | HQ Treasury | |||||||||||
668
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2007 | HQ Treasury | |||||||||||
669
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2008 | HQ Treasury | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
670
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2009 | HQ Treasury | |||||||||||
671
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2010 | HQ Treasury | |||||||||||
672
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2011 | HQ Treasury | |||||||||||
673
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2006 | HQ Tax | |||||||||||
674
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2007 | HQ Tax | |||||||||||
675
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2008 | HQ Tax | |||||||||||
676
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2009 | HQ Tax | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
677
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2010 | HQ Tax | |||||||||||
678
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2011 | HQ Tax | |||||||||||
679
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Tax | |||||||||||
680
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Tax | |||||||||||
681
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Tax | |||||||||||
682
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Tax | |||||||||||
683
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Tax | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
684
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Tax | |||||||||||
685
|
FICA/FUTA/SUI tax returns that support the expense | 2006 | HQ Tax | |||||||||||
686
|
FICA/FUTA/SUI tax returns that support the expense | 2007 | HQ Tax | |||||||||||
687
|
FICA/FUTA/SUI tax returns that support the expense | 2008 | HQ Tax | |||||||||||
688
|
FICA/FUTA/SUI tax returns that support the expense | 2009 | HQ Tax | |||||||||||
689
|
FICA/FUTA/SUI tax returns that support the expense | 2010 | HQ Tax | |||||||||||
690
|
FICA/FUTA/SUI tax returns that support the expense | 2011 | HQ Tax | |||||||||||
691
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2006 | HQ Tax | |||||||||||
692
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2007 | HQ Tax | |||||||||||
693
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2008 | HQ Tax | |||||||||||
694
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2009 | HQ Tax | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
695
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2010 | HQ Tax | |||||||||||
696
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2011 | HQ Tax | |||||||||||
697
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2006 | HQ Tax | |||||||||||
698
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2007 | HQ Tax | |||||||||||
699
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2008 | HQ Tax | |||||||||||
700
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2009 | HQ Tax | |||||||||||
701
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2010 | HQ Tax | |||||||||||
702
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2011 | HQ Tax | |||||||||||
703
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2006 | HQ Tax | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
704
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2007 | HQ Tax | |||||||||||
705
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2008 | HQ Tax | |||||||||||
706
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2009 | HQ Tax | |||||||||||
707
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2010 | HQ Tax | |||||||||||
708
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2011 | HQ Tax | |||||||||||
709
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2006 | HQ Tax | |||||||||||
710
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2007 | HQ Tax | |||||||||||
711
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2008 | HQ Tax | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
712
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2009 | HQ Tax | |||||||||||
713
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2010 | HQ Tax | |||||||||||
714
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2011 | HQ Tax | |||||||||||
715
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns |
2006 | HQ Tax | |||||||||||
716
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns |
2007 | HQ Tax | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
717
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns | 2008 | HQ Tax | |||||||||||
718
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns | 2009 | HQ Tax | |||||||||||
719
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns | 2010 | HQ Tax | |||||||||||
720
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns | 2011 | HQ Tax | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
721
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2006 | HQ Tax | |||||||||||
722
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2007 | HQ Tax | |||||||||||
723
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2008 | HQ Tax | |||||||||||
724
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2009 | HQ Tax | |||||||||||
725
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2010 | HQ Tax | |||||||||||
726
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2011 | HQ Tax | |||||||||||
727
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2006 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
728
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2007 | HQ Controllers | |||||||||||
729
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2008 | HQ Controllers | |||||||||||
730
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2009 | HQ Controllers | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
731
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2010 | HQ Controllers | |||||||||||
732
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2011 | HQ Controllers | |||||||||||
733
|
Flight Logs — 2 Corporare Jets | 2006 | HQ Flight Ops Dept | |||||||||||
734
|
Flight Logs — 2 Corporare Jets | 2007 | HQ Flight Ops Dept | |||||||||||
735
|
Flight Logs — 2 Corporare Jets | 2008 | HQ Flight Ops Dept | |||||||||||
736
|
Flight Logs — 2 Corporare Jets | 2009 | HQ Flight Ops Dept | |||||||||||
737
|
Flight Logs — 2 Corporare Jets | 2010 | HQ Flight Ops Dept | |||||||||||
738
|
Flight Logs — 2 Corporare Jets | 2011 | HQ Flight Ops Dept | |||||||||||
739
|
Lease Agreements for each Corporate Jet (assumption — same jets since 2006), with lease amirization schedule & justification | 2011 | HQ Flight Ops Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
740
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2006 | HQ Flight Ops Dept | |||||||||||
741
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2007 | HQ Flight Ops Dept | |||||||||||
742
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2008 | HQ Flight Ops Dept | |||||||||||
743
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2009 | HQ Flight Ops Dept | |||||||||||
744
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2010 | HQ Flight Ops Dept | |||||||||||
745
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2011 | HQ Flight Ops Dept | |||||||||||
746
|
Source Data related to # of miles flown by each Corporate Jet ( ) | 2006 | HQ Flight Ops Dept | |||||||||||
747
|
Source Data related to # of miles flown by each Corporate Jet ( ) | 2007 | HQ Flight Ops Dept | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
748
|
Source Data related to # of miles flown by each Corporate Jet (K Xxxxxxxx) | 2008 | HQ Flight Ops Dept | |||||||||||
749
|
Source Data related to # of miles flown by each Corporate Jet (K Xxxxxxxx) | 2009 | HQ Flight Ops Dept | |||||||||||
750
|
Source Data related to # of miles flown by each Corporate Jet (K Xxxxxxxx) | 2010 | HQ Flight Ops Dept | |||||||||||
751
|
Source Data related to # of miles flown by each Corporate Jet (K Xxxxxxxx) | 2011 | HQ Flight Ops Dept | |||||||||||
000
|
Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2006 | FWSS Acctg | |||||||||||
000
|
Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2007 | FWSS Acctg | |||||||||||
000
|
Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2008 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
000
|
Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2009 | FWSS Acctg | |||||||||||
000
|
Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2010 | FWSS Acctg | |||||||||||
000
|
Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2011 | FWSS Acctg | |||||||||||
758
|
All Journal Entries for FWSS Location Operations | 2006 | FWSS Acctg | |||||||||||
759
|
All Journal Entries for FWSS Location Operations | 2007 | FWSS Acctg | |||||||||||
760
|
All Journal Entries for FWSS Location Operations | 2008 | FWSS Acctg | |||||||||||
761
|
All Journal Entries for FWSS Location Operations | 2009 | FWSS Acctg | |||||||||||
762
|
All Journal Entries for FWSS Location Operations | 2010 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
763
|
All Journal Entries for FWSS Location Operations | 2011 | FWSS Acctg | |||||||||||
764
|
All Supporting Docs for the FWSS JEs | 2006 | FWSS Acctg | |||||||||||
765
|
All Supporting Docs for the FWSS JEs | 2007 | FWSS Acctg | |||||||||||
766
|
All Supporting Docs for the FWSS JEs | 2008 | FWSS Acctg | |||||||||||
767
|
All Supporting Docs for the FWSS JEs | 2009 | FWSS Acctg | |||||||||||
768
|
All Supporting Docs for the FWSS JEs | 2010 | FWSS Acctg | |||||||||||
769
|
All Supporting Docs for the FWSS JEs | 2011 | FWSS Acctg | |||||||||||
770
|
FWSS Infinuim Voucher Registers (CY 2006-2007?) | 2006 | FWSS Acctg | |||||||||||
771
|
FWSS Infinuim Voucher Registers (CY 2006-2007?) | 2007 | FWSS Acctg | |||||||||||
772
|
SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?) | 2007 | FWSS Acctg | |||||||||||
773
|
SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?) | 2008 | FWSS Acctg | |||||||||||
774
|
SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?) | 2009 | FWSS Acctg | |||||||||||
775
|
SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?) | 2010 | FWSS Acctg | |||||||||||
776
|
SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?) | 2011 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
777
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2006 | FWSS Acctg | |||||||||||
778
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2007 | FWSS Acctg | |||||||||||
779
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2008 | FWSS Acctg | |||||||||||
780
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2009 | FWSS Acctg | |||||||||||
781
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2010 | FWSS Acctg | |||||||||||
782
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2011 | FWSS Acctg | |||||||||||
783
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2006 | FWSS Acctg | |||||||||||
784
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2007 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
785
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2008 | FWSS Acctg | |||||||||||
786
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2009 | FWSS Acctg | |||||||||||
787
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2010 | FWSS Acctg | |||||||||||
788
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2011 | FWSS Acctg | |||||||||||
789
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2006 | FWSS Acctg | |||||||||||
790
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2007 | FWSS Acctg | |||||||||||
791
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2008 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
792
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2009 | FWSS Acctg | |||||||||||
793
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2010 | FWSS Acctg | |||||||||||
794
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2011 | FWSS Acctg | |||||||||||
795
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets | 2006 | FWSS Acctg | |||||||||||
796
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets | 2007 | FWSS Acctg | |||||||||||
797
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets | 2008 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
798
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets | 2009 | FWSS Acctg | |||||||||||
799
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets | 2010 | FWSS Acctg | |||||||||||
800
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets | 2011 | FWSS Acctg | |||||||||||
801
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2006 | FWSS Acctg | |||||||||||
802
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2007 | FWSS Acctg | |||||||||||
803
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2008 | FWSS Acctg | |||||||||||
804
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2009 | FWSS Acctg | |||||||||||
805
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2010 | FWSS Acctg | |||||||||||
806
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2011 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
807
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2006 | FWSS Acctg | |||||||||||
808
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2007 | FWSS Acctg | |||||||||||
809
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2008 | FWSS Acctg | |||||||||||
810
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2009 | FWSS Acctg | |||||||||||
811
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2010 | FWSS Acctg | |||||||||||
812
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2011 | FWSS Acctg | |||||||||||
813
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2006 | FWSS Acctg | |||||||||||
814
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2007 | FWSS Acctg | |||||||||||
815
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2008 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
816
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2009 | FWSS Acctg | |||||||||||
817
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2010 | FWSS Acctg | |||||||||||
818
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2011 | FWSS Acctg | |||||||||||
819
|
Payroll Registers for All FWSS Locations | 2006 | FWSS Acctg | |||||||||||
820
|
Payroll Registers for All FWSS Locations | 2007 | FWSS Acctg | |||||||||||
821
|
Payroll Registers for All FWSS Locations | 2008 | FWSS Acctg | |||||||||||
822
|
Payroll Registers for All FWSS Locations | 2009 | FWSS Acctg | |||||||||||
823
|
Payroll Registers for All FWSS Locations | 2010 | FWSS Acctg | |||||||||||
824
|
Payroll Registers for All FWSS Locations | 2011 | FWSS Acctg | |||||||||||
825
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2006 | FWSS Acctg | |||||||||||
826
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2007 | FWSS Acctg | |||||||||||
827
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2008 | FWSS Acctg | |||||||||||
828
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2009 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
829
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2010 | FWSS Acctg | |||||||||||
830
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2011 | FWSS Acctg | |||||||||||
831
|
FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2006 | FWSS Acctg | |||||||||||
832
|
FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2007 | FWSS Acctg | |||||||||||
833
|
FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2008 | FWSS Acctg | |||||||||||
834
|
FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2009 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
835
|
FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2010 | FWSS Acctg | |||||||||||
836
|
FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2011 | FWSS Acctg | |||||||||||
837
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2006 | FWSS Acctg | |||||||||||
838
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2007 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
839
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2008 | FWSS Acctg | |||||||||||
840
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2009 | FWSS Acctg | |||||||||||
841
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2010 | FWSS Acctg | |||||||||||
842
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2011 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
843
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2006 | FWSS Acctg | |||||||||||
| FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
||||||||||||||
844
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2007 | FWSS Acctg | |||||||||||
| FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
||||||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
845
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2008 | FWSS Acctg | |||||||||||
| FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
||||||||||||||
846
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2009 | FWSS Acctg | |||||||||||
| FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
||||||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
847
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2010 | FWSS Acctg | |||||||||||
| FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
||||||||||||||
848
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2011 | FWSS Acctg | |||||||||||
| FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
||||||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
849
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2006 | FWSS Acctg | |||||||||||
850
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2007 | FWSS Acctg | |||||||||||
851
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2008 | FWSS Acctg | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
852
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2009 | FWSS Acctg | |||||||||||
853
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2010 | FWSS Acctg | |||||||||||
854
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2011 | FWSS Acctg | |||||||||||
855
|
Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
000
|
Xxxxxx Xxxxx Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
000
|
Xxxxxx Xxxxx Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
000
|
Xxxxxx Xxxxx Shared Service (FRC/EI/TDS) General Ledgers | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
||||||||||||||
000
|
Xxxxxx Xxxxx Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
000
|
Xxxxxx Xxxxx Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
861
|
All Journal Entries for FRC/EI/TDS Location Operations | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
862
|
All Journal Entries for FRC/EI/TDS Location Operations | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
863
|
All Journal Entries for FRC/EI/TDS Location Operations | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
864
|
All Journal Entries for FRC/EI/TDS Location Operations | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
865
|
All Journal Entries for FRC/EI/TDS Location Operations | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
866
|
All Journal Entries for FRC/EI/TDS Location Operations | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
867
|
All Supporting Docs for the FRC/EI/TDS JEs | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
868
|
All Supporting Docs for the FRC/EI/TDS JEs | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
869
|
All Supporting Docs for the FRC/EI/TDS JEs | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
870
|
All Supporting Docs for the FRC/EI/TDS JEs | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
871
|
All Supporting Docs for the FRC/EI/TDS JEs | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
872
|
All Supporting Docs for the FRC/EI/TDS JEs | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
873
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
874
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
875
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
876
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
877
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
878
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
879
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
880
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
881
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
882
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
883
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
884
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
885
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
886
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
887
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
888
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
889
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
890
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
891
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
892
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
893
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
894
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
895
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
896
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
897
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
898
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
899
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
900
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
901
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
902
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
903
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
904
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
905
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
906
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
907
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
908
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
909
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
910
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
911
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
912
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
913
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
914
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
915
|
Rental Agreements that support all FW Shared Service Rental Expenses |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
916
|
Rental Agreements that support all FW Shared Service Rental Expenses |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
917
|
Rental Agreements that support all FW Shared Service Rental Expenses |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
918
|
Rental Agreements that support all FW Shared Service Rental Expenses |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
919
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
920
|
Rental Agreements that support all FW Shared Service Rental Expenses |
0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
921
|
Payroll Registers for All FRC/EI/TDS Locations | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
922
|
Payroll Registers for All FRC/EI/TDS Locations | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
923
|
Payroll Registers for All FRC/EI/TDS Locations | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
924
|
Payroll Registers for All FRC/EI/TDS Locations | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
925
|
Payroll Registers for All FRC/EI/TDS Locations | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
926
|
Payroll Registers for All FRC/EI/TDS Locations | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
927
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
928
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
929
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
930
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
931
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
932
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
933
|
FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
934
|
FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
935
|
FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
936
|
FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
937
|
FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
938
|
FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
939
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
940
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
941
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
942
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
943
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 0000 | Xxxxxx Xxxxx Shared Services (FRC/EI/TDS) | |||||||||||
944
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
945
|
Supporting Allocation Calculations (with references to
JEs/DCs by month) to all FRC/EI/TDS allocations and
True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including
the following FRC/EI/TDS allocations: Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
946
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
||||||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
947
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
||||||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
948
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
||||||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
949
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
||||||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
950
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
||||||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
951
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
952
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
953
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
954
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
955
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
956
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
957
|
Program BEST (GL, Approved PARs, Consultants Contracts/Agreements, SAP Agreements/Contracts/Invoices, Due Dilligence Reports, AP Docs, Travel Docs, Org Chart, Time Keeping Records, et al) |
2009 | FRC (Prog Best) | |||||||||||
958
|
Program BEST (GL, Approved PARs, Consultants Contracts/Agreements, SAP Agreements/Contracts/Invoices, Due Dilligence Reports, AP Docs, Travel Docs, Org Chart, Time Keeping Records, et al) |
2010 | FRC (Prog Best) | |||||||||||
| Year, if | Dept | Complete | ||||||||||||
| # | Description | applicable | Affected | (Y/N) | Comments | |||||||||
959
|
Program BEST (GL, Approved PARs, Consultants Contracts/Agreements, SAP Agreements/Contracts/Invoices, Due Dilligence Reports, AP Docs, Travel Docs, Org Chart, Time Keeping Records, et al) |
2011 | FRC (Prog Best) | |||||||||||
Summary of Tasks/Activities
| Count of | ||
| Tasks/Acti | ||
| Department Affected | vities | |
ALL |
1 | |
XXXX |
0 | |
XXXX Xxxxx |
104 | |
FWSS Payroll |
25 | |
FWSS Travel |
13 | |
GSS |
1 | |
HQ Controllers |
208 | |
HQ Corp Responsibility |
46 | |
HQ Flight Ops Dept |
20 | |
HQ Human Resources |
68 | |
HQ Internal Audit |
73 | |
HQ Legal |
31 | |
HQ Pension Dept |
151 | |
HQ Tax |
67 | |
HQ Treasury |
31 | |
Mulitple HQ Depts |
12 | |
Seneca Falls Shared Serv |
104 | |
FRC (Prog Best) |
3 | |
Grand Total |
959 |
| Count of | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tasks/Acti | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Department Affected | vities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Column | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Count of Dept Affected | Labels | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Seneca | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Falls | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HQ | Shared | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HQ | HQ | HQ | Hum | HQ | Service | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FWSS | Con | Corp | Flight | an | HQ | Pens | HQ | Mulitpl | s | FRC | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FWSS | Payro | FWSS | troll | Respon | Ops | Reso | Internal | HQ | ion | Treasu | e HQ | (FRC/EI | (Prog | Grand | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Row Labels | Acctg | ll | Travel | GSS | ers | sibility | Dept | urces | Audit | Legal | Dept | HQ Tax | ry | Depts | /TDS) | Best) | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||
A Davidson |
40 | 40 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
B Fealing |
31 | 31 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
B Xxxxxxxx |
6 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
C Chan |
34 | 34 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
C Xxxxx |
6 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
C Xxxxxxx |
25 | 25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
C Young |
31 | 31 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
C
Young/?J Xxxxx |
5 | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chan/Xxxxx |
1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Complete |
1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
X Xxxxxxxx |
5 | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
D Faron |
13 | 13 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J Xxxxx |
116 | 116 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
K Xxxxxxxx |
00 | 00 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
X Xxxxxx |
00 | 00 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
L Xxxxxx |
43 | 43 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M Xxxxxx |
3 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M Xxxx |
6 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M Xxxxxx |
104 | 104 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
X. Xxxxx |
2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
P Xxxxxxxx |
73 | 73 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S Xxxxxxxxx |
1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S Xxxxxxxx |
50 | 50 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S Xxxxx |
104 | 104 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
X. Xxxxxxxx |
141 | 6 | 147 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
T XxXxxxxx |
6 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
V Xxxxx |
67 | 67 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grand Total |
104 | 25 | 13 | 1 | 208 | 46 | 20 | 68 | 73 | 31 | 151 | 67 | 31 | 12 | 104 | 3 | 959 | |||||||||||||||||||||||||||||||||||||||||||||||||||
List of Defense Units for DCAA TSA
Cost Centers
| FRC co. 30 | TDS co. 20 | |||||||
300216
|
Collections | 200101 | Freight | |||||
300217
|
Credit | 200101 | Corporate Incentives net Expenses for entire TDS | |||||
300215
|
Cash Application | 200101 | Household Goods | |||||
300220
|
Corporate Services | 200101 | Taps/Telecom | |||||
300230
|
Operations Management | 200101 | Travel | |||||
300222
|
Treasury Services (Cash Management) | 200101 | EbuyIT | |||||
300226
|
Accounts Payable (P2P Service Fees) | |||||||
300512
|
AP Special Projects | |||||||
300225
|
Management Reporting | |||||||
300235
|
Unclaimed Property | |||||||
300214
|
Sales and Use tax Compliance |
| EI - co. 50 | GSS - co. 40 | |||
CC 500201
|
Data Center East | 400201 — GSS Leadership | ||
CC 500202
|
Wintel Hosting East | 400301 — GSS Americas | ||
CC 500203
|
Data Center Midwest | 400302 — GSS Brazil | ||
CC 500204
|
Wintel Hosting Midwest | 400305 — GSS China | ||
CC501251
|
Voice Comm | 400306 — GSS Poland | ||
CC 501201
|
Network — Americas | 400307 — GSS India | ||
CC 501211
|
Network — EMEA | 400308 — GSS Italy | ||
CC 501221
|
Network — ASPAC | 400401 — GSS indirect | ||
CC501261
|
Directory Services | 400407 — GSS Buying Channel Support | ||
CC 502241
|
Enterprise Systems | 400409 — GSS Global Logistics | ||
CC 503201
|
Global Help Desk | 400413 — GSS Supplier Quality | ||
CC 501231
|
Enterprise Infrastructure | |||
CC 83000
|
Global Info. Services | |||
CC 83400
|
Connect |
Defense Units
Defense -SAP
| Defense vs. | ||||||
| Co # | Commercial | New Company | ||||
1005
|
DEF | Defense | CS | |||
1009
|
DEF | Defense | Defense — Custodials | |||
1010
|
DEF | Defense | ES — EWS | |||
1101
|
CM | Defense | GIS | |||
1160
|
DEF | Defense | AES | |||
1165
|
DEF | Defense | ES/RDR — Gil | |||
1170
|
DEF | Defense | Defense HQ | |||
1185
|
DEF | Defense | SSD — Old | |||
1186
|
DEF | Defense | SSD | |||
1190
|
DEF | Defense | CIS | |||
1191
|
DEF | Defense | Systems HQ | |||
1195
|
DEF | Defense | SSI | |||
1198
|
DEF | Defense | Systems FSIC | |||
1199
|
DEF | Defense | CIS_CS | |||
1200
|
DEF | Defense | XXX |
| Xx # | XXX XX & XXX | Xxx Xxxxxxx | ||
0000
|
FSS | ITT | ||
1001
|
ITT HQ | ITT |
SCHEDULE AC9
BASIC TIME AND MATERIALS SUPPORT
BASIC TIME AND MATERIALS SUPPORT
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
such term in the Agreement. The Services provided hereunder are subject in all respects to the
terms and conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service
Provider’s Contact |
||||||
ITT Corporation Xxxxx Xxxxxx |
TSA Manager | Office: | Xxxxx.xxxxxx@xxxxxxx.xxx | |||
Service Recipient’s
Contact |
||||||
Exelis Inc.
Xxx Xxxxxx |
TSA Manager | Office: | Xxx.xxxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: ITT Corporation
Service Receiver: Exelis Inc.
TERM AND OPTION
The Term shall be 18 months commencing on the Distribution Date. There shall be no
Minimum Service Period.
GENERAL SERVICE DESCRIPTION
Service Receiver may need assistance after the Distribution Date from the Service Provider for
miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and
other similar services in various areas including, but not limited to finance, tax, accounting,
insurance, treasury, human resources and communications, which are not already provided for under
all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.
The Service Provider hereby agrees to cause its and its affiliates employees (collectively,
“Experts”) to provide a reasonable amount of services, including specifically the services listed
in Annex A, upon reasonable notice and request from the Service Receiver on a time and materials
basis from the Distribution Date through June 30, 2013 (the “Minimum Term” and the “Maximum Term”).
To utilize this TSA Schedule, employees of Service Receiver should request such services via email
or telephonically where both parties have a clear expectation of the estimated number of hours of
assistance being requested. For projects that are expected to require more than 5 to 10 hours of
assistance a one or two paragraph project plan should be agreed to in order to avoid
misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with
respect to the requested services.
Employees of Service Receiver should advise their TSA manager that a request for services has been
made together with a description of such services requested and the estimated number of hours
requested.
The “Expert” should advise their TSA manager that a request for services has been made and the
estimated number of hours requested.
SCOPE OF SERVICES
The scope of services will depend on the needs of the Service Recipient and the capabilities
and availability of the Experts.
LOCATIONS
All locations around the world
PREREQUISITES/DEPENDENCIES
The Experts remain employees of Service Provider. Service Receivers
acknowledge and agree that Service Provider has discretion to terminate the
Experts and the Experts have the ability to terminate their employment with
Service Provider. In the event the Experts are no longer
2
employed by Service
Provider, Service Provider will, at the request of the Service Receiver, use
commercially reasonable efforts to provide similar services. However, if
Service Receivers or an affiliate employ any of the Experts, the specific
service requested under this Schedule can be terminated by the Service
Provider, at the Service Provider’s sole discretion on 5 business days notice
to the Service Receiver.
TAX STATUS
Sales tax will be charged as determined by the Service Provider and the
Service Receiver shall pay such tax along with the payment for the service
provided.
BILLING LOCATION
Service Provider will provide Service Receiver with an invoice to its
address set forth below under Notice Requirements, except in cases where
services are provided outside of the United States, in which case invoices will
be created by the Service Provider’s legal entity in the country where the
services are being performed and invoiced to the Service Receiver’s legal
entity that requested the services in the Service Provider’s local currency.
The xxxx will cover all charges for services under this Schedule from Service
Provider and, to the extent reasonably feasible, will be itemized among
Service Receiver’s legal entities if identified by the Service Receiver when
requesting the service. The invoice will contain the number of hours each
Expert worked, a short paragraph describing the services and the US dollar
amount per Expert.
The Experts shall track their time on either a time sheet or any other
proper method such as the utilizing the time sheet attached hereto and Service
Provider agrees that the time sheets will accompany the invoice that is sent to
the Service Recipient for payment. In cases where the requested services are
expected to take longer than 30 days to complete, the Service Provider will be
allowed to invoice the Service Receiver once per month for all costs incurred
to date.
NOTICE REQUIREMENTS
No notice of Termination is required under this Schedule and there shall be no make-whole fee
under this Schedule
Notices and bills to the Service Provider should be sent to:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
3
Notices and bills to the Service Receiver should be sent to:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
PRICING
In addition to the costs specifically set forth below, Service Receivers shall also pay all
business travel expenses relating to the Services in accordance with Service Providers documented
travel policies and any incremental out of pocket costs incurred by the Service Provider in order
to provide the requested services that are invoiced by unaffiliated 3rd parties. Service
Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the
Service Receiver under the terms of this TSA.
The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and
shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013.
| Service | Hourly Rate* | |
Hourly Rate Administrative/Secretarial.
|
$50 per hour | |
Hourly Rate for a Non Executive
|
$100 per hour | |
Hourly Rate for an Executive
|
$150 per hour |
| * | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
The pricing for the services described in Annex A will be as set forth in Annex A.
4
Annex A
Service Provider (ITT) will provide Service Receiver (Defense) with the services of
during the period from the Distribution Date through December 31, 2011. Defense
will pay ITT Cost plus 2% - 10% per month for Mr. services and expect that Mr. will
dedicate 50% of his time to the needs of the Service Receiver. Defense will continue to
provide Mr. with his current office and access to a phone, though his computer
connectivity will be terminated. Mr. will have access to the common areas in Fort
Xxxxx and to his office and well as other areas if invited by Defense personnel. Defense
will not charge ITT for space rental. In the event Mr. can no longer or chooses not to provide
services, this Exhibit A and the services of Mr. will be terminated and Mr. will
no longer have access to the Fort Xxxxx facility. No make-whole fee will be paid under this
Ennex A.
Mr. will provide the following services:
Serve as a confidant/advisor and provide guidance and assistance to the ITT Exelis labor
relations and human resources staff on the delivery of a broad range of proactive human
resources and labor relations activities and initiatives. Specifically:
Provides assistance with HR functional strategic/operations planning
Draft and vet HR policies as requested
Conducting and or mentoring staff on training activities including conducting needs
assessments to identify training needs, formulates recommendations and executes training
program development as requested
Provide consulting support to ITT Exelis management on matters of policy development,
contract administration and negotiation, maintenance of union free operations, and
negotiation objectives development
Provide assistance with the development of timely and strategically aligned prep documents
and the development of bargaining proposals
5
SCHEDULE BA1
UK BENEFITS SUPPORT
UK BENEFITS SUPPORT
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
such term in the Agreement. The Services provided hereunder are subject in all respects to the
terms and conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service
Provider’s Contact
|
||||||
Xxxxxxx Xxxx
|
UK Benefits Manager | xxxxxxx.xxxx@xxxxxxxxxxxxxxx.xxx | ||||
Service
Recipient’s Contact |
||||||
Xxxxx Xxxxx |
Shared Services Manager | Roger Xxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: Water Process Ltd
Service Receiver: ITT Industries Limited
GENERAL SERVICE DESCRIPTION
Benefits for Service Receivers in England have been managed pre-spin by Service Provider based
in Basingstoke. Service Receivers need assistance from Xxxxxxx Xxxx and/or Xxxxx Xxxxxxx
(collectively, the “Experts”) on a time and materials basis to provide services similar to those
provided to the Service Receiver or its affiliates during the 12 month period prior to October 1,
2011, including continuity of Benefits Administration, training and advice for 18 months (“Minimum
Term”), but not longer than 24 months from the date hereof (“Maximum Term”).
SCOPE OF SERVICES
The following services will be provided on a time and materials basis by the Experts.
| • | Launch Flexible Benefits Package for Service Receivers’ United Kingdom locations including administration, communications, etc. | |
| • | Assistance in establishing Service Receiver’s policy for enrollment in Private Medical | |
| • | Assistance with administering the share incentive plan for the Service Receiver. | |
| • | Assistance with the administration and preparation for cessation of Service Receiver’s Defined Benefit Plan (General Pension Plan) and movement to a Defined Contribution Plan (ITT Retirement Savings Plan). | |
| • | Provide guidance in negotiating premiums with various Benefit Brokers to include interfacing with appropriate Benefits Vendors on behalf of Service Receiver, but not executing agreements on Service Receiver’s behalf. | |
| • | Facilitate the transition of the Benefits Vendor relationship to designated Service Receiver’s HR Benefits Manager | |
| • | Facilitate the transition of the daily benefit activities to the HR staff of Service Receiver in the United Kingdom | |
| • | Provide guidance on applicable British Laws versus Benefits provided, but not legal advice. | |
| • | All communications initially prepared by the Experts to Service Receiver’s employees will be reviewed by the Service Receiver’s Sr. Manager of Benefits and Service Receivers’ Vice President, Human Resources, or such other person as may be designated by Service Receiver | |
| • | The Experts will provide employees designated by the Service Receiver with monthly status reports. The Experts will work under a schedule mutually agreed to prior to October 1, 2011 which will average approximately four (4) hours per week during the first three (3) to six (6) months and then two (2) to four (4) hours thereafter. The Experts will utilize their current office and equipment at Service Provider, Basingstoke, England, unless Service Provider moves such employees, at its discretion. | |
| • | Such other services as the Experts have provided to ITT Corporation’s commercial business during the twelve (12) month period prior to October 1, 2011 and requested by Service Receiver, which shall not include legal or tax advice or the execution of any documentation for any governmental authority. |
LOCATIONS
United Kingdom
PREREQUISITES/DEPENDENCIES
The Experts remain employees of Service Provider. Service Receiver acknowledges and agrees
that Service Provider has discretion to terminate the Experts and the Experts have the ability to
terminate their employment with Service Provider. In the event the Experts are no longer employed
by Service Provider, Service Provider’s then current benefit manager will, at the request of the
Service Receiver, provide similar services at an agreed to hourly rate, based on such benefit
manager’s all in cost to the Service Provider (total compensation plus allocated overhead).
However, if Service Receiver or an affiliate employs any of the Experts, this Schedule can be
terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days
notice to the Service Receiver. In the event the Experts are no longer employed by Service
Provider or no longer capable of providing services due to disability, and the Experts are not
replaced by another benefits leader, this Schedule shall terminate with no further obligations of
either party.
The Service Receivers’ human resources department shall cooperate with the Experts as the Experts
provide service under this Schedule.
TAX STATUS
VAT will be charged as determined by the Service Provider
BILLING LOCATION
Service Provider will provide ITT Industries Limited with an invoice to its address set
forth below. The xxxx will cover all charges for services under this Schedule from Service
Provider to Service Receiver and, to the extent reasonably feasible. The invoice will contain the
number of hours each Expert worked, a short paragraph describing the services and the British Pound
amount per Expert.
NOTICE REQUIREMENTS
Service Receiver shall notify Service Provider at least 90 days in advance of the Minimum Term
if it wants to extend or terminate this Schedule, but such extension shall not be for longer than
the Maximum Term. If notification is not received by the Service Provider, the service will
terminate at the end of the Minimum Term. There shall be no make-whole fee in the event of an
early termination under this Schedule.
Notices to the Service Provider should be sent to
Water Process Ltd, Jays Close,
Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX
Attention: Xxxxxxx Xxxx
Water Process Ltd, Jays Close,
Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX
Attention: Xxxxxxx Xxxx
Notices to the Service Receiver should be sent to
ITT Industries Limited
Jays Close, Xxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX
Attention: Xxxxx Xxxxx
ITT Industries Limited
Jays Close, Xxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX
Attention: Xxxxx Xxxxx
PRICING
In addition to the costs specifically set forth below, Service Receivers shall also pay all
business travel expenses relating to the Services.
The hourly rates below include a 4.5% increase each year for inflation and a 2% increase for a
profit margin. In the event the service continues past the Minimum Term, the rate will increase by
8%
| Service | Hourly Rate | |||
Hourly Rate for Xx. Xxxx. |
Cost plus 2% - 10% during 2011 | |||
| Cost plus 2% - 10% during 2012 | ||||
| Cost plus 2% - 10% during 2013 | ||||
Hourly Rate for Xx. Xxxxxxx |
Cost plus 2% - 10% during 2011 | |||
| Cost plus 2% - 10% during 2012 | ||||
| Cost plus 2% - 10% during 2013 | ||||
SCHEDULE BA2
ERP-LX & TANGO APPLICATION NANJING
ERP-LX & TANGO APPLICATION NANJING
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxx Xxxxxxxxxx Xylem Inc. |
RCW IT Director | xxx.xxxxxxxxxx@xxx.xxx | ||||
Xxxxx Xxxxxx ITT Corporation |
Manager, Transition Management Office |
xxxxx.xxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform ERP-LX & Tango Application Support Services for Nanjing, China
for Service Receiver.
Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Transaction | Period | ||||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide ongoing application support for ERP-LX and Tango (Xxxxxxxx-Xxxxx Auditing) for Nanjing, China: | ||||||||||||
IT-ERP-LX- Tango Nanjing-01 |
ERP-LX & Tango Application Support Services |
• Access to
ERP-LX & Tango
Application —
Service Provider will
provide access to
application for
authorized service
receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
Service Provider will
create new
application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes; and monitor
and maintain
application
administration. |
28 ERP-LX named users |
3 | Cost plus 2% - 10% | |||||||
• ERP-LX &
Tango Application
Support & Maintenance
— Service Provider
will monitor incident
resolution requests,
and recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. |
||||||||||||
• ERP-LX &
Tango Database
Support — Service
Provider will trouble
shoot database
related incidents,
maintain database
schema if necessary,
bounce databases as
required, perform
data cleanup
activities as needed,
monitor and provide
support for all
database issues in
test/dev
environments, archive
and truncate database
tables as required,
compact databases as
required, backup,
compress, and delete
old log files as
needed, and conduct
scheduled maintenance
activities.
|
||||||||||||
Service Volumes Greater Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities
2
on a time and materials basis with respect to the one-time set-up fees. The table below will then
apply following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below |
||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests, which may need to be performed to assist Service Receiver
in meeting new legal obligations, will be provided on a time and materials basis as described in
the Additional Pricing section of this agreement. Any changes to 3rd party
relationships, which require interface modifications or re-writes are not included as part of the
scope of this agreement. Should the Service Receiver require such changes, Parties agree to
negotiate in good faith with regard to such modification. In the event modifications to the
services provided are required by law for only Service Recipient and such modifications increase
the cost for Service Provider, Service Recipient that requires the modifications shall pay all the
additional costs including the costs for the other Service Recipients.
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-ERP-LX-TangoNanjing-02
|
ERP-LX & Tango Application Migration |
• Support of
data extraction
requests from the
Service Receiver |
Time and Materials Based on Additional Pricing Section | |||
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, functional
data mapping, and
impacts of design
decisions
|
3
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will provide the following knowledge transfer services: | ||||||
IT-ERP-LX-TangoNanjing-03
|
ERP-LX & Tango Application Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
ERP-LX and Tango
applications and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to ERP-LX & Tango Application by Service Receiver
not mentioned in this Schedule or not included within the costs documented in this agreement,
Service Receiver will provide a discreet project request and submit such request to Service
Provider using the formalized Change Request attached as Annex A for consideration by Service
Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver. Service
Provider need not provide a price quote or perform the services. Where a price quote is provided,
Service Provider shall provide the service requested upon acceptance of the price.
LOCATIONS
Services are initially provided from Morton Grove, IL, USA to Nanjing, China.
4
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| • | If Service Receiver sends inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such classifications shall be
consistent with the priorities Service Provider set for itself as a recipient of services.
Incidents classified using this methodology will be triaged as documented in Attachment B.
In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver
and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
5
ATTACHMENT A
| Interface Name | Program Name | Business Purpose | Owner | Source | Destination | Frequency | ||||||
eLogia
|
ORDZ761C | Perform product configuration |
Water Co. | Wintel Emmaboda | iSeries Emmaboda | Continuous | ||||||
ePrism
|
ORD789 | Perform product configuration |
ITT Co. | Wintel ITT Co. | iSeries Emmaboda | Continuous | ||||||
Supplier Portal
|
PUR500 | Issue Purchase Orders via a Portal |
Water Co. | Wintel Emmaboda | iSeries Emmaboda | Continuous | ||||||
Supplier Portal
|
PUR500 | Issue Purchase Orders via a Portal |
Water Co. | iSeries Emmaboda | Wintel Emmaboda | Continuous |
6
ATTACHMENT B
Production Support Break Fix Service Level Agreement
A Remedy help desk request must be entered for each incident. For Urgent incidents, a phone call
may also be initiated directly to the Service Provider’s Support Team. The primary support number
for North America is x0-000-000-0000 (available 24 hours/day) and the secondary support number is
x0-000-000-0000 (available 8:00 AM — 5:00 PM Eastern Time, Monday through Friday). All support
calls will be returned within 15 minutes.
| Severity | Description | Resolution | ||
Urgent
|
Service Receiver is unable to enter orders or ship product. No work around is available for the issue. | Service Provider will provide a work around or permanent solution within four (4) hours for 95% of these incidents. | ||
High
|
Service Receiver is able to enter orders and ship product, but in a degraded mode and productivity is seriously impacted. | Service Provider will provide a work around or permanent solution within two (2) working days for 95% of these incidents. | ||
Medium
|
Service Receiver is able to function normally with minor impact from problem. | Service Provider will provide a permanent solution within five (5) working days for 95% of these incidents. | ||
Low
|
Service Receiver is able to function normally. Issue is an inconvenience. | Service Provider will provide a permanent solution within 30 working days for 95% of these issues. |
7
SCHEDULE BA3
GLOBAL ENTERPRISE
CONTENT MANAGEMENT
GLOBAL ENTERPRISE
CONTENT MANAGEMENT
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxxxxx Xxxxxxx | GECM Supervisor, | xxxxxx.xxxxxxx@xxx.xxx | ||||
| Xylem Inc. | GECM Group | |||||
| Xxx Xxxx | Manager , Web, Social Media & | xxx.xxxx@xxx.xxx | ||||
| ITT Corporation | Collaboration Solutions |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Global Enterprise Content Management (GECM) Application and
Business Process Support Services for the Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support Service Provider’s
business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum Service | ||||||||||
| BAU Transaction | Period | |||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||
| Provide content management and translation management services: | ||||||||||
• Access to
Installation
Operation &
Maintenance Manuals
(IOM)— Service
Provider receives a
request from Service
Receiver for access
to IOMs. Service
Provider will work
with 3rd
party to provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Receiver will have
access to IOMs in the
IOM Library in high
resolution PDF
format. Service
Receiver will have
access to IOMs listed
in Attachment A. |
||||||||||
IT-GECM-01
|
GECM Application & Business Process Support Services | • Creation/Update
of
IOMs — Service
Provider receives a
request from Service
Receiver to
create/update IOMs
listed in Attachment
A. Service Receiver
will collaborate with
Service Provider on
creation and/or
updating of IOMs.
Service Provider will
make available to the
Service Receiver the
updated IOM. Service
Provider will only
support IOMs for the
languages listed in
Attachment B.
|
35 Requests per 6-months | 6* | Cost plus 2% - 10% | |||||
• Training/Mentoring
—
Service Provider will
provide training,
mentoring, and
knowledge transfer
for up to three
Service Receiver
staff as it relates
to Global Enterprise
Content Management.
|
60 Hours per 6-months |
| * | See Attachment C for 6-month transition plan for supported IOMs. |
Service Volumes Greater Than or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below |
2
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications increase the cost for Service Provider,
Service Recipient that requires the modifications shall pay all the additional costs including the
costs for the other Service Recipients.
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
• Support of
data extraction
requests in PDF or
RTF formats from the
Service Receiver |
||||||
IT-GECM-02
|
GECM Business Process Migration |
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state Global
Enterprise Content
Management
application and
business process
|
Time and Materials Based on Additional Pricing Section | |||
| Service Provider will provide the following knowledge transfer services: | ||||||
IT-GECM-03
|
GECM Business Process Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to Global
Enterprise Content
Management
application and
business process
|
Time and Materials Based on Additional Pricing Section |
3
Supplemental Services
For requests for supplemental services relating to Global Enterprise Content Management by Service
Receiver not mentioned in this Schedule or not included within the costs documented in this
agreement, Service Receiver will provide a discreet project request and submit such request to
Service Provider using the formalized Change Request attached as Annex A for consideration by
Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver. Service
Provider need not provide a price quote or perform the services. Where a price quote is provided,
Service Provider shall provide the service requested upon acceptance of the price.
LOCATIONS
Services are initially provided from Stockholm, Sweden; Baroda, India;
Seneca Falls, NY, USA; and White Plains, NY, USA to Seneca Falls, NY, USA and
Lancaster, PA, USA.
PREREQUISITES/DEPENDENCIES
| • | If Service Receiver, or the Service Receiver’s Supplier(s), provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | |
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
4
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such classifications shall be
consistent with the priorities Service Provider set for itself as a recipient of services.
In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver
and work together to try and resolve such incidents.
Service Level Agreements (SLA) provided by 3rd parties will be made available to Service
Receiver, as documented in Attachment D, however all liabilities related to such SLAs lie with the
3rd parties and not the Service Provider. It is understood that the Service Provider
has no control over the service levels provided by 3rd parties and as such will not
warrant any 3rd party services. In the event an incident related to 3rd
party services cannot be resolved, Service Provider will work in good faith with Service Receiver
and the appropriate 3rd party to assist in the resolution of the incident.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
5
ATTACHMENT A
List of Product Installation, Operation & Maintenance Manuals (IOMs) Supported
6
7
ATTACHMENT B
List of Supported Languages:
• Arabic
• Chinese
• Dutch
• Finnish
• French — France
• French — Canada
• German
• Italian
• Portuguese — Portugal
• Portuguese — Brazil
• Russian
• Spanish — Spain
• Spanish — Latin America
• Swedish
• Polish
• Chinese
• Dutch
• Finnish
• French — France
• French — Canada
• German
• Italian
• Portuguese — Portugal
• Portuguese — Brazil
• Russian
• Spanish — Spain
• Spanish — Latin America
• Swedish
• Polish
8
ATTACHMENT C
| Valve | English Bookmap | English PDF | Total # of Manuals | Due Date | Engineering Due Date | Comment | Status | |||||||
| In Production | 3/18/2011 | Completed | Spanish needed for project in May — Xxxxx Xxxxxxxxx | Completed English and Spanish for Project. Never released or posted on the website. 3/24/11 - Sent to Xxxxx and Xxxxxxx for approval, 4/20 — sent reminder | ||||||||||
| In Production | 3/18/2011 | Completed | Spanish needed for project in May — Xxxxx Xxxxxxxxx | Completed English and Spanish for Project. Never released or posted on the website. 3/24/11 - Sent to Xxxxx and Xxxxxxx for approval, 4/20 — sent reminder | ||||||||||
| In Production | 4/1/2011 | 3/18/2011 | Previously part of C132 IOM | Need recommended fasteners in Preinstallation section. 3/24/11 — Sent to Xxxxx and Xxxxxxx for approval, 4/29 — Sent final to Xxxxx, Xxxx & Xxxxxxx for review | ||||||||||
| In Production | 4/15/2011 | 4/1/2011 | Chinese needed for project in March |
Got new drawing from Engineering. Made corrections from Grant. 4/21 — Sent to Xxxxx and Xxxxxxx for approval | ||||||||||
| In Production | 4/29/2011 | 4/15/2011 | Draft created 4/2010. Waiting for list of parts and drawing from Engineering | |||||||||||
| In Production | 5/6/2011 | Draft IOM will be used for Xxxxx Xxxx. Need new steps for “set the stroke” for release of new product. Xxxxx approved draft for temporary use | ||||||||||||
| 5/13/2011 | 5/3/2011 | |||||||||||||
| 5/13/2011 | 5/3/2011 | |||||||||||||
| In Production | 5/13/2011 | 4/29/2011 | Draft created 9/2009. Items still needed are listed in Outlook task. | |||||||||||
9
| Valve | English Bookmap |
English |
Total # of Manuals |
Due Date |
Engineering Due Date |
Comment | Status | |||||||
| 7/29/2011 | 6/10/2011 | |||||||||||||
| 7/29/2011 | 5/27/2011 | |||||||||||||
| 8/12/2011 | 7/8/2011 | |||||||||||||
| In Production | 8/12/2011 | 6/24/2011 | Started May 2008. Need ID tag, exploded view and parts list to complete. | |||||||||||
| 8/26/2011 | 8/5/2011 | |||||||||||||
| 8/26/2011 | 7/22/2011 | |||||||||||||
| 8/26/2011 | 8/5/2011 | |||||||||||||
| 9/9/2011 | 8/19/2011 | |||||||||||||
| 9/16/2011 | 9/2/2011 | Previously same as C37 IOM |
Not started. Same as CF37 | |||||||||||
| Published | Completed | Completed | Completed; Updated draft OK from Xxxxx | |||||||||||
| Published | Completed | Started October 2007 | Completed | |||||||||||
| Published | Completed | Completed. Need to make changes before product launch | ||||||||||||
| Published | Completed | |||||||||||||
| Published | Completed | |||||||||||||
| Published | Completed | Completed. Need to make changes before product launch | ||||||||||||
| In Production | May-11 | Draft from 7/2009 | ||||||||||||
| In Production | Sep-11 | |||||||||||||
| In Production | Dec-11 | |||||||||||||
10
| English Bookmap |
English |
Total # of Manuals |
Due Date |
Engineering Due Date |
Comment | Status | ||||||||
| Published | Completed | Completed | ||||||||||||
| Published | Completed | |||||||||||||
| Published | Completed | This was part of the Advantage Actuator manual and will be updated at the same time | Completed | |||||||||||
| Published | Completed | This was part of the Advantage Actuator manual and will be updated at the same time | Completed | |||||||||||
| Published | Completed | This was part of the Advantage Actuator manual and will be updated at the same time | Completed | |||||||||||
| Pumps | English Bookmap |
English |
Total # of Manuals |
Due Date |
Engineering Due Date |
Comment | Status | |||||||
| Published | done | translations in production |
July | In production. Close to completion | ||||||||||
| Published | done | translations in production |
July | In production. Close to completion | ||||||||||
| Published | done | translations in production |
July | In production. Close to completion | ||||||||||
11
| Pumps | English
Bookmap |
English |
Total # of Manuals |
Due Date | Engineering Due Date |
Comment | Status | |||||||
| Published | done | translations in production |
July | In production. Close to completion | ||||||||||
| Published | done | 14 languages | Completed | |||||||||||
| NEW and working on now: | ||||||||||||||
| August/September | August/Sept | 7-8 languages | October | technical data and drawings October | close to IC | Not started | ||||||||
| August/September | August/Sept | 7-8 languages | October | technical data and drawings October | Not started | |||||||||
| FUTURE IOMs: | ||||||||||||||
| September | Sept | 7-8 languages | September | Not started | ||||||||||
| September/October | Sept | ? | October | exist in words | Not started | |||||||||
| September/October | Sept | ? | October | exist in words | Not started | |||||||||
| October | October | 7-8 languages | November | Not started | ||||||||||
| October | October | 7-8 languages | November | Not started | ||||||||||
| November | November | 7-8 languages | December | Not started | ||||||||||
12
ATTACHMENT D
Service Level as Provided by Astoria Software
Astoria shall make the Service available at least 99.0%, calculated on a monthly basis, 24 hours a
day, 7 days a week, 365 days per year, except for: a) planned downtime (for which Astoria shall
give at least 8 hours notice and which Astoria shall schedule to the extent reasonably practicable
during a weekly maintenance window between Tuesdays 6:00 PM PT and Wednesdays 12:00 AM PT); or b)
downtime caused by circumstances beyond Astoria’s reasonable control. Initial service outage
report response time is one (1) hour. Initial application support response time is one (1) hour.
Response time is defined as the time it takes to acknowledge the problem to the Customer. It is
not defined as the time to resolve the problem.
Priority Codes are used to manage Astoria Software Support Cases to insure timely resolution to
support issues. Support Cases with a higher priority order receive attention faster than Support
Cases with a lower priority.
| Priority | Description | Resolution | ||
Priority 1
|
A stop work condition which is any business critical function in which work cannot be performed by the Customer | If a Support Specialist cannot resolve a Priority 1 support request during the first contact with the Customer, the following escalation plan is employed: | ||
• Support
Specialist researches the
request and contacts
Customer by phone or
email within one (1) hour
to report status. This
is done during Astoria
Software’s Support hours
of 8am — 5pm (Pacific
Time). |
||||
• If request is not
resolved, Support
Specialist escalates
request to Support
Coordinator for review.
Customer is contacted by
phone or email within one
(1) hour to report
status. This is done
during Astoria Software’s
Support hours of 8 am —
5 pm (Pacific Time). |
||||
• If request is not
resolved, the Support
Coordinator escalates the
request to the
appropriate service or
development manager, the
Customer is contacted by
phone or email within one
(1) hour, and a
resolution plan is
communicated to the
Customer. This is done
during Astoria Software’s
Support hours of 8 am —
5 pm (Pacific Time). |
||||
• If request is not
resolved the day it is
received, the Customer is
contacted by phone twice
daily (once at the
beginning of the business
day and once at the end
of the business day) for
status reports until
resolution is reached. |
13
| Priority | Description | Resolution | ||
Priority 2
|
A business critical problem with a work around. This is any business critical function in which work cannot be performed by the Customer according to the Service’s specified manner but in which there is a way to complete the work by some other manner. | If a Support Specialist cannot resolve a Priority 2 support request during first contact with the Customer, the following escalation plan is employed: | ||
• Support
Specialist researches
request and contacts
Customer by phone or
email within four (4)
hours to report status.
This is done during
Astoria Software’s
Support hours of 8 am —
5 pm (Pacific Time). |
||||
• If request is not
resolved, Support
Specialist escalates
request to Support
Coordinator for review.
Customer is contacted by
phone or email within
four (4) hours to report
status. This is done
during Astoria Software’s
Support hours of 8 am —
5 pm (Pacific Time). |
||||
• If request is not
resolved, the Support
Coordinator escalates the
request to the
appropriate service or
development manager, the
Customer is contacted by
phone or email within
four (4) hours, and a
resolution plan is
communicated to the
Customer. This is done
during Astoria Software’s
Support hours of 8 am —
5 pm (Pacific Time). |
||||
• If the request is
not resolved the 2nd day
the request is received,
the Customer is contacted
by web portal, email or
phone once daily (either
at the beginning of the
business day or at the
end of the business day,
whichever the customer
prefers) for status
reports until resolution
is reached. |
||||
Priority 3
|
A non-critical business problem. This is a non-critical business function in which work is impaired or cannot be performed by the Customer | If a Support Specialist cannot resolve a Priority 3 support request during first contact with the Customer, the following escalation plan is employed: | ||
• Support
Specialist researches
request and contacts
Customer by the next
business day to report
status. This is done
during Astoria Software’s
Support hours of 8 am —
5 pm (Pacific Time). |
||||
• If request is not
resolved, Support
Specialist escalates
request to Support
Coordinator for review.
Customer is contacted by
web portal, phone or
email as needed until
resolution. |
14
Service Level as Provided by Idiom Technologies, Inc. for WorldServer
For Technical Support, contact Idiom’s Idiom’s Customer Support Center located at
xxxx://xxx.xxxxxxxx.xxx/xxxxxxx, via email (xxxxxxx@Xxxxxxxx.xxx), or by phone.
For North American support, Technical Support business hours are 09:00 to 17:30 EST Monday through
Friday, excluding office closures for U.S. holidays or unforeseen circumstances (weather, power
outage, etc.). For European support, Technical Support business hours are 09:00 to 17:00 Central
European Time Monday through Friday, excluding office closures for recognized Belgian public
holidays or unforeseen circumstances (weather, power outage, etc.).
Idiom will assign each Technical Support request a Severity Level, which level will dictate the
timing of Idiom’s response.
| Severity | Description | Initial Response Time | ||
Level 1
|
Software has experienced a significant production system problem that prevents operation or severely limits or is reasonably expected to severely limit the performance of the Subscriber causing significant loss to the customer’s business. No workaround appears to be available | Within four (4) hours | ||
Level 2
|
Software has experienced a significant non-conformity that does not prevent or severely limit use of the Software, but prevents the Software from performing one or more material functions making use of the Software significantly inconvenient and substantially reducing the value of the Software to the Subscriber. | Within one (1) business day |
||
Level 3
|
Software has experienced a problem that does not significantly affect performance, but does not function as described in documentation. | Within two (2) business days |
||
Level 4
|
General questions about Software that either are not covered in Documentation or require clarification. | Within five (5) business days |
Hours and business days are counted based on the hours during which Technical Support is
available. The response times listed above are applicable to hardware and software configurations
currently classified as supported by Idiom and assume timely cooperation from Subscriber.
15
SCHEDULE BA4
GLOBAL VAULT PROFESSIONAL
SERVICES
GLOBAL VAULT PROFESSIONAL
SERVICES
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxxxx Xxxxx Xylem Inc. |
xxxxx.xxxxx@xxx.xxx | |||||
Xxx Xxxxxxxxx ITT Corporation |
Global Engineering Systems Manager | xxx.xxxxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will provide Global Vault Professional Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide Global Vault Professional Services to support the Windchill/PDMLink, ProjectLink, and MPMLink FMC Standard Product Data Lifecycle Management (PDLM) Platform: | ||||||||||||
• Windchill/PDMLink,
ProjectLink and
MPMLink FMC Standard
Product Data
Lifecycle Management
(PDLM) Platform
Support & Maintenance
— Service Provider
will receive ticket
requests from Service
Receiver, monitor
incident resolution
requests, and
recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
|
Up to 30 hours per Month | |||||||||||
IT- Global Vault-01 |
Global Vault Professional Services |
• Windchill/PDMLink,
ProjectLink and
MPMLink Standard
Product Data
Lifecycle Management
(PDLM) Platform
Database Support —
Service Provider will
receive ticket
requests from Service
Receiver and will
trouble shoot
database related
incidents, maintain
database schema if
necessary, bounce
databases as
required, perform
data cleanup
activities as needed,
monitor and maintain,
provide support for
all database issues
in test/dev
environments, archive
and truncate database
tables as required,
compact databases as
required, compress,
and delete old log
files as needed, and
conduct scheduled
maintenance
activities.
|
12 | Time and Materials based on the Additional Pricing Section | ||||||||
• Training/Mentoring
-
The Service Provider
after receiving a
request from the
Service Receiver,
will provide
Training, Mentoring,
and knowledge about
the ITT
implementation of
Windchill/ PDMLink to
the Service Receiver
|
Up to 20 hours per Month | |||||||||||
Service Provider will be required to:
| • | Maintain staff of United States persons only |
Service Volumes Greater Than or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
2
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within BAU [Note:
BAU already includes +/- 10% of pre-
distribution date volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below |
||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications increase the cost for Service Provider,
Service Recipient that requires the modifications shall pay all the additional costs including the
costs for the other Service Recipients.
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-Global Vault-02
|
Global Vault Professional Services Migration |
• Support of
data extraction
requests from the
Service Receiver
|
Time and Materials Based on Additional Pricing Section | |||
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details |
3
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will provide the following knowledge transfer services: | ||||||
IT-Global Vault-03
|
Global Vault Professional Services Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Global Vault
Application and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to Global Vault Professional Services by Service
Receiver not mentioned in this Schedule or not included within the costs documented in this
agreement, Service Receiver will provide a discreet project request and submit such request to
Service Provider using the formalized Change Request attached as Annex A for consideration by
Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver. Service
Provider need not provide a price quote or perform the services. Where a price quote is provided,
Service Provider shall provide the service requested upon acceptance of the price.
PREREQUISITES/DEPENDENCIES
| • | If Service Receiver, or the Service Receiver’s Supplier(s), sends inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Service Receiver will remove all Service Receiver data from the Service Provider’s Global Vault instance. These services are included at $0 cost. | ||
| • | Service Provider will remove all Service Provider data from the Service Receiver’s Global Vault instance. These services are included at $0 cost. | ||
| • | Service Receiver must provide VPN access for specific Service Provider users to the Service Receiver’s servers. Service Provider must provide VPN access for specific Service Receiver users to the Service Provider’s servers. VPN access will be provided |
4
| to allow data cleanup and removal. | |||
| • | Service Receiver must provide access, via secure VPN at all times or additional ports, to allow up to 10 Service Provider staff members to gain access to the Global Vault environment. The Service Receiver will need to provide these Service Provider staff members with the appropriate elevated privileges needed to complete the services requested, this will be required for the period of this TSA and should be consistent with the policies and procedures set forth by Service Receivers Service Delivery organization. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set
for itself as a recipient of services.
In the event incidents cannot be resolved, Service Provider shall promptly
notify Service Receiver and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
5
SCHEDULE BA5
SUPPLIER PORTAL
SUPPLIER PORTAL
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxxxxxx Xxxxxxx
|
Team Leader | xxxxxxx.xxxxxxx@xxx.xxx | ||||
Xylem Inc. |
||||||
Xxxxx Xxxxxx
|
Manager, Transition | xxxxx.xxxxxx@xxx.xxx | ||||
ITT Corporation
|
Management Office |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Supplier Portal Support Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
| Provide ongoing Supplier Portal service and application support: | ||||||||||||
• Supplier
Portal Processing —
The Service Provider
will operate the
Supplier Portal such
that the Service
Receiver’s staff and
Suppliers can access
the Supplier Portal
via the Web. The
Service Receiver’s
Suppliers access the
Supplier Portal to
review, create and
update various types
of Purchasing and
Shipping information
necessary to review
Purchase Orders;
create and send Order
Response, receive
Order Changes, review
Order
Acknowledgements,
review Supplier Data,
create Dispatch
Advice, and review
Goods Received
messages that
transmit to and from
the Service
Receiver’s ERP/MRP
system. |
||||||||||||
IT-Supplier Portal-01 |
Supplier Portal Application Support Services |
• The Service
Provider’s Supplier
Portal will receive
Supplier Data
messages from the
Service Receiver’s
ERP/MRP system, and
create or update
Supplier Information
within the Supplier
Portal. An email is
sent back to the
Service Receiver
acknowledging the
updates. |
||||||||||
• The Service
Provider’s Supplier
Portal will receive
Purchase Order
Register, Change and
Cancel messages from
the Service
Receiver’s ERP/MRP
system, to create or
change Purchase Order
information within
the Supplier Portal.
The Service
Provider’s Supplier
Portal sends an email
notification to the
designated Service
Receiver’s Supplier.
|
93,000 Purchase Orders Annually |
18 | Cost plus 2% – 10% | |||||||||
• The Service
Provider’s Portal
will allow the
Service Receiver’s
Suppliers to
acknowledge the
Orders on the
Supplier Portal, and
will send Order
Response messages to
the Service
Receiver’s ERP/MRP
system. |
||||||||||||
• The Service
Provider’s Portal
will receive Order
Acknowledgement
messages from the
Service Receiver’s
ERP/MRP system, and
update and reflect
this on the Supplier
Portal. |
||||||||||||
• The Service
Provider’s Supplier
Portal allows the
Receiver’s Suppliers
to create and update
Dispatch Advice
information in the
Supplier Portal, the
Supplier Portal sends
Dispatch Advice
messages to the
Service Receiver’s
ERP/MRP system. The
Supplier Portal, for
Bookings with ‘No
Invoice Control’,
will generate a PDF
report file, and
print it to a
designated default
printer at the
Service Receiver’s
Supplier’s Forwarder.
|
||||||||||||
2
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
In addition, the
Supplier Portal will,
once a Supplier has
created a shipment
and dispatched it,
create a packing
information
(Flag/Label) PDF
report and print it
on the designated
default printer that
the Supplier has set
up within the
Supplier Portal. |
||||||||||||
• The Service
Provider’s Supplier
Portal will receive
Goods Received
messages and create
and update this
information in the
Supplier Portal. |
||||||||||||
• The Service
Provider’s Supplier
Portal allows the
Service Receiver’s
Supplier to create
and update an Invoice
within the Service
Provider’s Supplier
Portal, the Supplier
Portal transmitts the
Invoice to the
Service Receiver’s
ERP/MRP system. |
||||||||||||
• When the Service
Provider’s Supplier
Portal identifies a
corrupt message or
one with invalid or
bad data, the Service
Provider’s Supplier
Portal will generate
and send an email to
the designated
Service Receiver
contact. The Service
Receiver determines
how best to correct
the invalid message.
|
1,700 emails Monthly | |||||||||||
• Access to
Supplier Portal
Application —
Service Provider will
provide access to
application for
authorized Service
Receiver Suppliers
and staff per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. |
||||||||||||
• Supplier
Portal Support &
Maintenance —
Service Provider will
monitor incident
resolution requests
from the Service
Receiver’s Superusers
and Staff, and
recommend and
implement incident
resolution
per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
|
150 Incidents Annually |
|||||||||||
• Supplier
Portal Database
Support — Service
Provider will monitor
incident resolution
requests, and
recommend and
implement incident
resolution |
||||||||||||
3
| Minimum Service | ||||||||||||
| BAU Transaction | Period | |||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. |
||||||||||||
Service Volumes Greater Than or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications increase the cost for Service Provider,
Service Recipient that requires the modifications shall pay all the additional costs including the
costs for the other Service Recipients.
4
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-Supplier Portal-03 |
Supplier Portal Migration |
• Support of
data extraction
requests from the
Service Receiver |
Time and Materials Based on Additional Pricing Section | |||
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
||||||
| Service Provider will provide the following education and training services: | ||||||
IT-Supplier
Portal-04 |
Supplier Portal
Training |
• Provide
training and
education to the
Service Receiver’s
staff to enhance
their capability to
stand alone and
manage a Portal
|
Time and Materials Based on Additional Pricing Section | |||
| Service Provider will provide the following knowledge transfer services: | ||||||
IT-Supplier Portal-05 |
Supplier Portal Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Supplier Portal
Application and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to Supplier Portal Applications by Service Receiver
not mentioned in this Schedule or not included within the costs documented in this agreement,
Service Receiver will provide a discreet project request and submit such request to Service
Provider using the formalized Change Request attached as Annex A for consideration by Service
Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If
Service Provider, in its sole discretion determines (i) such request would increase the ongoing
5
operating costs for Service Provider (as a service recipient) or any other service receiver or (ii)
that it is not capable of making such changes with its current staff during the time period
requested without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
LOCATIONS
Services are initially provided from Emmaboda, Sweden to ITT co. global locations.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain the applications and interfaces documented in Attachment A, within the Service Receiver’s systems and applications. | ||
| • | If Service Receiver, or the Service Receiver’s Supplier(s), sends inaccurate data to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | The Service Receiver will continue to utilize and have available a Supplier Portal Superuser (senior buyer and business expert) to provide first line support for the Supplier Portal. | ||
| • | The Service Receiver’s Staff will need to have the Citrix client installed on their PC devices. | ||
| • | The Service Receiver’s must have one of the following ERP/MRP systems active in order to utilize the Service Provider’s Supplier Portal: Business Planning and Control System (BPCS), Planning Resource Management System (PRMS) or IDMS B&G systems. | ||
| • | Service Receiver, in a separate and independent agreement, must have Websphere MQ systems active and maintained with the correct interfaces and data feeds to Supplier Portal by the Service Receiver for the period of time in which this agreement is in effect. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
6
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set for
itself as a recipient of services.
The Service Provider will provide support services during Swedish Office Hours, Monday
through Thursday from 7:30am to 4:30pm, and on Friday from 7:30am to 1:30pm Swedish
time. Incidents logged after Swedish Office Hours will be addressed on the start of
the next support day.
In the event incidents cannot be resolved, Service Provider shall promptly notify
Service Receiver and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
7
ATTACHMENT A
| Message Name | Business Purpose | Source System | Destination System | |||
Supplier
|
Service Receiver Creates and Maintain Supplier data in the Supplier Portal | Service Receiver MRP/ERP |
Supplier Portal | |||
Orders
|
Service Receiver submits Purchase Orders to their Suppliers, via the Supplier Portal | Service Receiver MRP/ERP |
Supplier Portal | |||
Order Response
|
Supplier communicates to Service Receiver that the Order has been acknowledged | Supplier Portal | Service Receiver MRP/ERP |
|||
Order Response Acknowledgement |
Service Provide communicates to their Supplier that the Service Provider acknowledges the Response from their Supplier | Service Receiver MRP/ERP |
Supplier Portal | |||
Dispatch advice
|
Supplier communicates to the Service Receiver when the Purchase Order has been fulfilled, manufactured and/or Packed. Supplier communicates to the Service Receiver Pickup Orders, Ship Dates, and VMI Goods collection notifications | Supplier Portal | Service Receiver ERP/MRP |
|||
Good Received
|
Service Receiver communicates to their Supplier that the Shipment has been received | Service Receiver ERP/MRP |
Supplier Portal | |||
Invoice
|
Supplier communicates to the Service Receiver a Invoice for payment | Supplier Portal | Service Receiver ERP/MRP |
8
SCHEDULE BA6
SERVICES TSA ANNEX FOR
AXMINSTER
SERVICES TSA ANNEX FOR
AXMINSTER
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to: Xxxxxx
Xxxxx
| Name | Title | Phone | ||||
Service Provider
Xxxxxx Xxxxx
|
General Manager | Xxxxxx.Xxxxx@xxx.xxx | ||||
Service Recipient
Xxxx Xxxxxx
|
General Manager | Xxxx.Xxxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
| 1. | Service Provider: Lowara (UK) Ltd. | |
| 2. | Service Recipient: ITT Industries Ltd. |
GENERAL SERVICE DESCRIPTION
| 1. | Pump Testing Services | |
| 2. | Information Technology Services | |
| 3. | Finance Support Services |
TERM AND OPTION
| 1. | 24 months — Commencing on the date of the separation into 3 companies | |
| 2. | Service Recipient will have the option to terminate this agreement at any time after the 1st 12 months with 6 months advance written notice to the Service Provider. |
SERVICES TO BE PROVIDED
| 1. | Pump Testing Services |
| a. | ITT personnel shall follow Lowara’s written pump test procedures when conducting tests. | ||
| b. | ITT personnel who will use the test area must regularly attend an induction course on Lowara’s environmental, safety & health (ESH) procedures. | ||
| c. | Only the ITT personnel who have been trained in these regular ESH induction courses shall be eligible to carry out pump tests. |
1
| d. | All ITT personnel and items/pumps that will use the test area must be logged into and out of the Lowara facility in accordance with Lowara’s entrance and exit policies for non Lowara personnel. | ||
| e. | Service recipient shall carry out a risk assessment in accordance with service provider’s on each occasion that recipient utilizes the test area. | ||
| f. | The test area must be left in the same condition post testing as it was prior to the testing. | ||
| g. | Lowara personnel working near the test area will not oversee or assist in the pump testing. |
| 2. | Information Technology Services |
| a. | Provide day-to-day on-site IT support |
| i. | If ITT BPCS network is not functioning properly provide troubleshooting and support. | ||
| ii. | Provide BPCS ‘permissions’ locally (rather than contacting Lowara support center in Italy). | ||
| iii. | Provide troubleshooting and support for ITT employee laptop and desktop computers. | ||
| iv. | Assist ITT with installing new software as needed. |
| 3. | Finance Services (Lowara support for ITT) |
| a. | Provide day-to-day on-site Finance support related to the BPCS IT system |
| i. | ITT is installing a new BPCS system. They have been relying on a similar system hosted by Lowara in Italy. | ||
| ii. | ITT likely needs the system to collect the same information that the Lowara system generates today. | ||
| iii. | ITT may require assistance from Lowara to collect information from the ITT Co / IP BPCS system. |
2
LOCATIONS
| 1. | Lowara facility located at the following address: |
Lowara (UK) Ltd.
Mixxxxx Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx
Mixxxxx Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx
PREREQUISITES/DEPENDENCIES
| 1. | Real Estate Sublease is in effect. | |
| 2. | Service Recipient will follow all of Service Provider’s Environmental, Safety, & Health (ES&H) policies and procedures while using the pump testing facilities. Service Provider will provide its ES&H written policies to Service Recipient at the outset of this agreement and agrees to provide overview training prior to the Service Recipient’s use of the pump testing facilities. | |
| 3. | Service Recipient’s customers will be granted access to the test facility along with Service Recipient’s representatives for a customer witnessed pump test. | |
| 4. | Service recipient is precluded from hiring Service Provider’s employees that may provide these services under this agreement for the duration of this agreement plus an additional 1 year after the agreement is terminated. | |
| 5. | In the event of 3rd party claims against Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at is sole cost the extent permitted to do so under United Kingdom law. |
TAX STATUS
| 1. | Service Provider — Payments received under the terms of this agreement will be considered taxable income in the United Kingdom | |
| 2. | Service Recipient — Payments made under the terms of this agreement will be tax deductible in the United Kingdom | |
| 3. | VAT of the current rate % of the invoice amount will be charged by the service provider to the service recipient |
BILLING LOCATION
| Lowara (UK) Ltd. Mixxxxx Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx |
3
SERVICE LEVEL
| 1. | Service Provider agrees to use reasonable care and diligence in the fulfillment of all services described above. Service Provider also agrees that it will promptly carry out services based on reasonable business practices and judgment. |
NOTICES
| All correspondence with respect to this agreement should be sent to the Service Owners listed above. |
NOTICE REQUIREMENTS
| Prior Notice Requirement to | ||||
| No. | Third Party Provider | Terminate Service | ||
N/A
|
None required | See Term and Option above | ||
PRICING & PAYMENT TERMS
| 1. | The hourly fixed charge for use of the pump testing area shall be Cost plus 2% - 10% per hour for the term of this agreement — payable in British Pounds. | |
| 2. | The hourly fixed charge for Information Technology services and Finance Support services will be Cost plus 2% - 10% per hour for the term of this agreement — Payable in British Pounds. | |
| 3. | The fixed hourly rate of Cost plus 2% - 10% per hour shall be the minimum charge. Partial hour charges will be rounded up to include the entire hour. For example, a service provided in 2 hours and 20 minutes will be charged at 3 hours or Cost plus 2% - 10%. | |
| 4. | Invoices will be prepared monthly and mailed to the service provider via email. Invoices shall include the date services were provided, the name(s) of the person(s) who provided the service, the number of hours spent providing the service, and the description of the product that was tested where applicable. | |
| 5. | There will be no additional backup attached to these invoices. | |
| 6. | Invoice payment terms are net 30 days from invoice date. |
4
SCHEDULE BA7
TEST AND PAINT SERVICES TSA IN
NANJING
TEST AND PAINT SERVICES TSA IN
NANJING
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Service Provider’s
Contact
Xxxxxx Xxxx
|
General Manager ITT Nanjing Co., Ltd. (Xylem Nanjing) Longyang Road, Luhe Economic Development Area, Luhe District, Nanjing, Jiangsu Province, China | Xxxxxx.xxxx@xxx.xxx | ||||
Service Recipient’s
Contact
Xxxxxx Xxxx
|
General Manager, IP China ITT (China) Investment Company Limited 30X Xxxxx X, Xxxx Xxxxxx xx Xxxxxxxx, 100 Zunyi Road Shanghai 200051 | Xxxxxx.Xxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
| 1. | Service Provider — ITT Nanjing Co., Ltd (Xylem Nanjing) | ||
| 2. | Service Recipient — IP China / Shanghai Goulds Pump |
GENERAL SERVICE DESCRIPTION
Service Provider to provide pump testing and pump painting services to Service Recipient.
Pumping testing and pump painting; Agreement to last until October 31, 2013
Testing service for VIT pumps and other pumps; Painting service for all pumps
TERM AND OPTION
| 1. | Maximum Service Period — 24 months — Commencing on the Distribution date. |
1
| 2. | The Hourly rates are set forth below under Pricing & Payment Terms. There is an escalation in price after the 1st 12 months, as set forth in the pricing terms. | ||
| 3. | Service Recipient will have the option to terminate this agreement, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 12 months with 1 month advance written notice to the Service Provider | ||
| 4. | This agreement cannot be extended beyond the term of 24 months. |
SERVICES TO BE PROVIDED
| 1. | Testing of IP China / SGP products |
| a. | Service Provider provides Service Recipient full access to the test bed and infrastructure to fully test pumps and other related products | ||
| b. | Service Provider also provides tools, equipment and personnel to fully validate a product as required by Service Recipient. | ||
| c. | Service Provider also fully tests the products per instructions from Service Recipient or its customers or its agents | ||
| d. | Service Provider provides full report(s) on the results of the test and performance of the products | ||
| e. | Service Provider personnel will take control of the products at the loading dock and transfer the products to the test bed, install them on the test bed, fully test the products, remove the products and package them and return as required by Service Recipient | ||
| f. | Service Recipient or its agents or its customers will have access to the products while they are being prepared for testing, while products are being tested and while the products are being processed for return to Service Recipient | ||
| g. | Service Recipient or its agents or its customers will have access to the control room in order to witness the test. | ||
| h. | Only Service Provider personnel are allowed to run the test and operate all tools, machinery and controls related to the testing of these products |
| 2. | Painting of IP China / SGP products |
| a. | Service Provider provides paint services to Service Recipient utilizing existing paint booths at the Nanjing factory | ||
| b. | Service Provider provides paint services according to Service Recipient requirements as agreed in the individual orders placed by Service Recipient | ||
| c. | Service Provider personnel will take control of the products at the loading dock and transfer the products to the paint booth, prep the products properly before installing them in the paint booth, fully paint the products, remove the products from the paint booth and package them and return as required by Service Recipient | ||
| d. | Service Recipient or its agents will have access to the products before and after the painting process in order to witness and accept the painted product. |
| 3. | Service Provider and Service Recipient agree on lead-times for testing and painting of each product at the time of placing of the order. Service Provider will make reasonable efforts to comply with the agreed lead-time and will communicate with the Service Recipient if there are any delays in fulfilling the order. |
2
LOCATIONS
Service Provider factory is located at the following address:
Longyang Road, Luhe Economic Development Area, Luhe District, Nanjing, Jiangsu
Province, China
TAX STATUS
| 1. | Service Provider — Payments received under the terms of this agreement will be considered taxable income in China | ||
| 2. | Service Recipient — Payments made under the terms of this agreement will be tax deductible in China |
PREREQUISITES/DEPENDENCIES
| 1. | After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by customers or government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, after the TSA ends, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith; |
| a. | Clerical — US$20.00 | ||
| b. | Professional — US$30.00 | ||
| c. | Management — US$77.00 |
| 2. | At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Service Provider’s premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location. | ||
| 3. | In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Chinese Law. |
3
BILLING LOCATION
NOTICES
All correspondence with respect to this agreement should be sent to the Service Owners
listed above with copies to the following;
| 1. | Service Provider — Xxx Xxxxx | |
| 1100 Xxxxxxxxxxx Xxxxxx | ||
| Xxxxx 0000 | ||
| Xxxxx Xxxxxx, XX 00000 | ||
| 2. | Service Recipient — Xxxxxx Xxxxxxx | |
| 1100 Xxxxxxxxxxx Xxx | ||
| Xxxxx 0000 | ||
| Xxxxx Xxxxxx, XX 00000 |
NOTICE REQUIREMENTS
| Prior Notice Requirement to | ||||
| No. | Third Party Provider | Terminate Service | ||
4
PRICING & PAYMENT TERMS
| 1. | The hourly fixed charge for testing services provided under this TSA |
| a. | Specified by model as described in the attached table | ||
| b. | The hourly rate has an escalation as described in the table |
| 2. | The hourly fixed charge for painting services provided under this TSA |
| a. | Specified by model as described in the attached table | ||
| b. | The hourly rate has an escalation as described in the table |
| 3. | Refer to the attached MS-Excel pricing document for the pricing details | |
| 4. | All Invoices are payable in Chinese Yuan (RMB). | |
| 5. | Invoices will be prepared monthly and mailed to the service recipient via email or regular mail. | |
| 6. | The 1st invoice will be dated on the last day of the financial closing in November 2011 | |
| 7. | Invoice payment terms are net 30 days from invoice date. | |
| 8. | Subsequent invoices will follow every 30 days as long as there is activity. If Service Recipient don’t use any testing services in any given month, Service Provider doesn’t have to provide an invoice. |
5
Performance test routing time for IP products
| Need | ||||||||||||||||
| hoisting | Total time | TSA Rate 2011 | TSA Testing | TSA Rate 2012 | TSA Testing | TSA Rate 2013 | TSA Testing | |||||||||
| Model | machine | (Hr.s) | (USD/hr) | Price (USD) | (USD/hr) | Price (USD) | (USD/hr) | Price (USD) | ||||||||
| 3196Sti | No | 1.67 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
| 3196Mti/Lti | 1.67 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3196X17/XLti | 1.67 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3185S | No | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
| 3185M | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3185L | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3185XL | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3180S | No | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
| 3180M | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3180L | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3180XL | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3409S | No | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
| 3409M | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3410S | No | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
| 3410M | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3410L | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3171S/ST | No | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
| 3171M/MT | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| VIT 6“~13” | NO | 4.67 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
| VIT14“~20” | No | 4.67 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
| VIT 20“ ~34” | yes, when the length | 7.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% |
Painting routing time for IP products
| Painting Time | TSA Rate 2011 | TSA Painting | TSA Rate 2012 | TSA Painting | TSA Rate 2012 | TSA Painting | ||||||||||
| Model | (Hr.s) | (USD/hr) | Price (USD) | (USD/hr) | Price (USD) | (USD/hr) | Price (USD) | |||||||||
| 3196Sti | 0.6 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3196Mti/Lti | 0.7 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3196X17/XLti | 0.8 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3185S | 0.7 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3185M | 0.8 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3185L | 0.9 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3185XL | 1.2 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3180S | 0.7 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3180M | 0.8 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3180L | 0.9 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3180XL | 1.2 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3409S | 1 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3409M | 1.5 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3410S | 0.8 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3410M | 1 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3410L | 1.2 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3171S/ST | 0.6 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| 3171M/MT | 0.8 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| VIT 6“~13” | 3 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| VIT14“~20” | 4 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
| VIT 21“ ~34” | 4.5 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% |
6
SCHEDULE BA8
SERVICES TSA SCHEDULE FOR
CHIHUAHUA
SERVICES TSA SCHEDULE FOR
CHIHUAHUA
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Service Provider Xxxx Xxxxx |
VP Director Global Operations |
Xxxx.xxxxx@xxxxxxxxxxxxxxx.xxx | ||||
Service Recipient Xxxx Xxxxxx |
Valencia Director of Operations | Xxxx.xxxxxx@xxxxxxx.xxx |
PARTIES TO THE AGREEMENT
| 1. | Service Provider – Flow Control LLC | |
| 2. | Service Recipient – Aerospace Controls LLC |
GENERAL SERVICE DESCRIPTION
| 1. | Pass through of American Industries shelter plan expenses | |
| 2. | IT Services | |
| 3. | Environmental Health and Safety Services |
TERM AND OPTION
| 1. | Minimum Service Period — 6 months – Commencing on the Distribution Date | |
| 2. | The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Chihuahua (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2(a)(i) of the Agreement. | |
| 3. | Service Recipient shall have the option to renew at 1.15 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period. Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 6 months with 1 months advance written notice to the Service Provider |
J-1
SERVICES TO BE PROVIDED
| 1. | Pass through of American Industries (the Shelter Plan Company) expenses including but not limited to the following; |
| a. | Manage relationships with all Mexico government agencies | ||
| b. | Human Resources |
| i. | Recruit, selection and hiring of required personnel | ||
| ii. | Labor administration |
| 1. | Employee contracts | ||
| 2. | Employee badge administration | ||
| 3. | Compensation package | ||
| 4. | Promotion policies & employee transfers | ||
| 5. | Maintain employee records | ||
| 6. | Employee conflict resolution | ||
| 7. | Manage relationship with Labor Board | ||
| 8. | Instruct personnel supervisors | ||
| 9. | Develop and manage collective work agreement | ||
| 10. | Ensure compliance with labor laws | ||
| 11. | Negotiate with labor union | ||
| 12. | Xpat support and administration |
| iii. | Conduct required personnel training | ||
| iv. | Payroll Services |
| 1. | Collect weekly payroll and timekeeping data | ||
| 2. | Gather supervisor approvals | ||
| 3. | Process payroll | ||
| 4. | Input of new hires into payroll system | ||
| 5. | Process employee terminations | ||
| 6. | Manage savings fund program | ||
| 7. | Administer food coupons | ||
| 8. | Make required payroll tax payments | ||
| 9. | Provide cost per hour reports on line | ||
| 10. | Timely payments to employees | ||
| 11. | Maintain payroll and HR software |
| v. | Employee retention programs |
| 1. | Administer all employee retention programs (cafeteria, social security, medical, loans, day care etc) |
| vi. | Infirmary Coordination |
| 1. | Manage dispensary services | ||
| 2. | Manage disability cases | ||
| 3. | Maintain medical records | ||
| 4. | Inspect cafeteria services |
| vii. | General Services |
| 1. | Hire and manage cafeteria services |
| 2. | Hire and manage transportation services | ||
| 3. | Control access to facility through time and attendance system | ||
| 4. | Address maintenance and cleanliness concerns | ||
| 5. | Address any employee related issues with government agencies |
| c. | Procurement, Accounting and Fiscal |
| i. | Payment of all required Mexico corporate taxes | ||
| ii. | Payment of all required payroll taxes | ||
| iii. | Calculation and administration of employee profit sharing program | ||
| iv. | Maintain fixed asset records | ||
| v. | Process accounts payables (MR0) invoices on a timely basis and pay suppliers | ||
| vi. | Obtain bids and proposals from suppliers and evaluate in a timely manner | ||
| vii. | Manage vendor relationships | ||
| viii. | Issue Purchase Orders to suppliers | ||
| ix. | Track open purchase orders | ||
| x. | Obtain required invoice approvals | ||
| xi. | Code vendor invoices to proper account numbers | ||
| xii. | Process and administrate employee travel expenses | ||
| xiii. | Provide budget and actual spending reports | ||
| xiv. | Maintain relationship with banks and bank account administration | ||
| xv. | Prepare Shelter plan invoices that are sent to the service provider and pro rate expenses if necessary between the service provider and the service recipient | ||
| xvi. | Resolve issues with government auditors | ||
| xvii. | Keep required backup for statutory and audit purposes | ||
| xviii. | Prepare required statutory financial statements and file on a timely basis | ||
| xix. | Maintain general ledger software |
| d. | Freight forwarding activities |
| i. | Southbound |
| 1. | Receive and unload goods in port of entry | ||
| 2. | Verify identification data | ||
| 3. | Prepare wrap and weigh pallets | ||
| 4. | Forward documentation to Mexico customs broker | ||
| 5. | Prepare detailed reports on quantity of bundles on each truck | ||
| 6. | Ensure efficient customs clearance |
| ii. | Northbound |
| 1. | Coordinate with service recipient for disposal of waste material returned from Mexico |
| e. | Import and Export |
| i-Exports | |||
| 1. | Process pro forma invoice, packing list, pedimento | ||
| 2. | Review above for accuracy | ||
| 3. | Dispatch truck | ||
| 4. | Traffic (Follow of the truck) | ||
| 5. | Invoice review for carriers and Customs brokerage | ||
| 6. | Payment requisitions for services |
| ii-Imports | |||
| 1. | Review list of goods | ||
| 2. | Classify merchandise |
| 3. | Coordinate with counterpart broker | ||
| 4. | Process pro forma invoice, packing list, pedimento | ||
| 5. | Review above for accuracy | ||
| 6. | Dispatch truck |
| iii. | Other Shipments (Valencia) |
| 1. | Review list of goods | ||
| 2. | Classify merchandise | ||
| 3. | Input parts and data to SOE system | ||
| 4. | Coordinate with counterpart broker | ||
| 5. | Process pro forma invoice, packing list, pedimento | ||
| 6. | Review above for accuracy | ||
| 7. | Dispatch truck |
| iv. | Virtual imports exports |
| 1. | Review list of goods | ||
| 2. | Classify merchandise | ||
| 3. | Input parts and data to SOE system | ||
| 4. | Coordinate with counterpart broker | ||
| 5. | Process pro forma invoice, packing list, pedimento | ||
| 6. | Review above for accuracy | ||
| 7. | Dispatch truck |
| v. | In cases of customs inspection, coordinate with inspector for clearance of goods | ||
| vi. | Tracking of open and close Pedimentos | ||
| vii. | Process complimentary Pedimentos to pay duties | ||
| viii. | Prepare paperwork required to comply with Anexo 24 | ||
| ix. | Import / export record keeping | ||
| b. | Provide support for classification of merchandise for US & Mexico customs purposes | ||
| c. | Review import export shipment information for accuracy | ||
| d. | Coordinate shipments and carriers to Service Recipient factories/customers in Mexico | ||
| e. | Coordinate virtual import/exports |
| i. | Coordinate with counterpart broker | ||
| ii. | Review documentation for accuracy | ||
| iii. | Agree with data to be submitted |
| f. | Coordination of customs shipment inspection activities to ensure timely resolution and clearance of goods | ||
| g. | Record keeping | ||
| i. | Ensure customs related documents are filed on a timely basis | ||
| ii. | Assure easy access to customs documentation when needed | ||
| h. | Coordinate with broker to ensure timely opening and closing of Mexican Pedimentos | ||
| i. | Ensure Mexican Pedimento duties are paid on a timely basis | ||
| j. | Maintain relationship with the Mexico Secretary of the Economy. Provide information as required. | ||
| k. | Insure timely compliance with Anexo 24 |
| l. | Completion and filing of annual report of Foreign Business Transactions | ||
| m. | Process and file amendment applications for the Maquila Program | ||
| n. | Provide information to the tax authorities as required or requested | ||
| o. | Support D&T audits of customs activities |
| i. | Attend meetings | ||
| ii. | Provide information | ||
| iii. | Maintain control over audits | ||
| p. | Support customs audits | ||
| i. | Attend meetings | ||
| ii. | Provide information & review audit findings and comments |
| Note: For a complete list of pass through services to be provided by the service provider to the service recipient please refer to the service provider’s contract with the Shelter Plan Provider- Scope of Shelter Services section of the contract | |||
| 2. | IT Services |
| a. | Technical on site support for PC’s, software and services as requested by Service Recipient |
| 3. | Environment Health and Safety Services (EH&S) |
| a. | Water Management services | ||
| b. | Reporting to government agencies in a timely and accurate manner | ||
| c. | Obtain required permits | ||
| d. | Chemical handling process | ||
| e. | Sale of scrap handling | ||
| f. | Ensure compliance with statutory legislation |
LOCATIONS
| 1. | Flow Control Chihuahua Mexico facility located at the following address; |
Xx. Xxxxxxxxxx # 0000, Xxxxxxxx 0
Xxxxxx Industrial las Americas
C.P. 31114
Xxxxxxxxx, Xxxxxxxxx. Xxxxxx 00000
Xxxxxx Industrial las Americas
C.P. 31114
Xxxxxxxxx, Xxxxxxxxx. Xxxxxx 00000
PREREQUISITES/DEPENDENCIES
| 1. | The service provider will enter into a new shelter plan agreement with American Industries (the Shelter Plan Company) prior to the Distribution Date | |
| 2. | Service Recipient will sign all required EHS filings, permits etc. NO POA will be provided to the Service Provider | |
| 3. | Service Recipient is precluded from hiring Service Provider’s employees that provide the services under this TSA for the duration of this TSA plus for an additional one year after the TSA is terminated. | |
| 4. | At the expiration of this agreement, the Service Provider may hire any of the Service Recipient’s shelter plan (American Industries) employees, if it chooses to do so. | |
| 5. | The Service Provider’s IT department will be allowed access to service recipient’s designated areas as per the floor plan that forms a part of the Chihuahua facility rental TSA for purposes of providing the services that are included in this agreement. The Service Provider’s IT department will have the right to access the Service Recipient’s IT data in order to provide the services that are included in this agreement | |
| 6. | To the extent that the Shelter Plan Company does not fulfill its obligations to the service provider under the terms of its agreement with the service provider, the service provider will have a reasonable period of time to prepare and to implement an alternative action plan to provide the services as described in this TSA. Both parties will make good faith efforts to cooperate with each other in the foregoing process and will mutually agree on the alternative approach with regard to the provision of services, due to the nonperformance of the Shelter Plan Company. The failure of the Shelter Plan Company to fulfill its obligations will not excuse the service provider from providing the services that are being passed through to the service recipient under the terms of this TSA. | |
| 7. | Service recipient agrees to continue to pay any pass through expenses as per the Services To be Provided – Item 1 section of this agreement that may be presented for payment by the service provider after this agreement is terminated due to logistical or other issues, provided appropriate backup documentation is sent with the service provider invoice | |
| 8. | To the extent that the Service Provider or the Shelter Plan Company terminates any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Provider’s business) under this TSA at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy. |
TAX STATUS
| 1. | Service Provider – Payments received under the terms of this agreement will be considered taxable income in the United States | |
| 2. | Service Recipient – Payments made under the terms of this agreement will be tax deductible in the United States |
BILLING LOCATION
| 1. | Flow Control LLC – Glouchester, Mass. USA |
NOTICES
All correspondence with respect to this agreement should be sent to the Service Owners
listed above with copies to the following;
| 1. | Service Provider – Xxx Xxxxx | |
| 0000 Xxxxxxxxxxx Xxxxxx | ||
| Xxxxx Xxxxxx, XX 00000 | ||
| 2. | Service Recipient – Xxxx Xxxxxx | |
| 00000 Xxxxxxxx Xxxxx | ||
| Xxxxxxxx, Xx. 00000 |
NOTICE REQUIREMENTS
| Prior Notice Requirement to | ||||
| No. | Third Party Provider | Terminate Service | ||
| American Industries | See Term and Option above | |||
PRICING & PAYMENT TERMS
| 1. | American Industries (the Shelter Plan Company) pass through expenses |
| a. | Service Provider will invoice Service Recipient once a month immediately following receipt of invoices from the Shelter Plan Company and obtaining timely invoice approval from both the service provider and service recipient Mexico General Mangers. The monthly invoice from the service provider will be accompanied by all of the Shelter Plan Company invoices as substantiation for the invoice. All invoices will be payable in US Dollars. | ||
| b. | There will be no changes to proration percentages used by the Shelter Plan Company to allocate pass through expenses between the service provider and service recipient during term of this agreement. The proration percentages used by the Shelter Plan Company immediately prior to the Distribution Date will be used for the term of this agreement. | ||
| c. | The Service Recipient’s Mexico General Manager agrees that invoice approval must be completed within 5 days of receipt of the invoices from the Service Provider or reasons for non approval disclosed to the Service Provider. |
| 2. | IT Services, as defined in this agreement, will be charged on a time and materials basis. Materials will be charged at Service Provider’s cost and required labor will be charged at a rate of $25.00 per hour, payable in US Dollars. Invoices will be prepared monthly. Copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges | |
| 3. | EH&S Services, as defined in this agreement, will be charged on a time and materials basis. Materials (example – permit fees) will be charged at Service Provider’s cost and required labor will be charged at a rate of $25.00 per hour, payable in US Dollars. Invoices will be prepared monthly. Copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges | |
| 4. | Invoices as per items 1-3 above and the associated backup will be physically mailed in one package once a month by the service provider to the service recipient. | |
| 5. | There will be no additional backup attached to these invoices for items 1 and 2 above. For item 3 copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges | |
| 6. | Sales taxes will be charged if required by USA state law | |
| 7. | Invoice payment terms are net 30 days from invoice date. | |
| 8. | Payments over 10 days late will be charged interest at a rate of 10% per annum | |
| 9. | Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient which occur after this agreement has been terminated will be invoiced & billed by the Service Provider as soon as practicable with appropriate backup documentation. |
SCHEDULE BA9
BASIC TIME AND MATERIALS SUPPORT
BASIC TIME AND MATERIALS SUPPORT
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
such term in the Agreement. The Services provided hereunder are subject in all respects to the
terms and conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service Provider’s Contact |
||||||
Xylem Inc. |
||||||
Xxx Xxxxxx
|
TSA Manager | Xxx.Xxxxxx@xxx.xxx | ||||
Service Recipient’s Contact |
||||||
ITT Corporation |
||||||
Xxxxx Xxxxxx
|
TSA Manager | Xxxxx.xxxxxx@xxxxxxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: Xylem Inc.
Service Receiver: ITT Corporation
TERM AND OPTION
The Term shall be 18 months commencing on the Distribution Date. There shall be no
Minimum Service Period.
1
GENERAL SERVICE DESCRIPTION
Service Receiver may need assistance after the Distribution Date from the Service Provider for
miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and
other similar services in various areas including, but not limited to finance, tax, accounting,
insurance, treasury, human resources and communications, which are not already provided for under
all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.
The Service Provider hereby agrees to cause its and its affiliates employees (collectively,
“Experts”) to provide a reasonable amount of services upon reasonable notice and request from the
Service Receiver on a time and materials basis from the Distribution Date through June 30, 2013
(the “Minimum Term” and the “Maximum Term”).
To utilize this TSA Schedule, employees of Service Receiver should request such services via email
or telephonically where both parties have a clear expectation of the estimated number of hours of
assistance being requested. For projects that are expected to require more than 5 to 10 hours of
assistance a one or two paragraph project plan should be agreed to in order to avoid
misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with
respect to the requested services.
Employees of Service Receiver should advise their TSA manager that a request for services has been
made together with a description of such services requested and the estimated number of hours
requested.
The “Expert” should advise their TSA manager that a request for services has been made and the
estimated number of hours requested.
SCOPE OF SERVICES
The scope of services will depend on the needs of the Service Recipient and the capabilities
and availability of the Experts.
LOCATIONS
All locations around the world.
PREREQUISITES/DEPENDENCIES
The Experts remain employees of Service Provider. Service Receivers acknowledge and agree
that Service Provider has discretion to terminate the Experts and the Experts have the ability to
terminate their employment with Service Provider. In the event the Experts are no longer employed
by Service Provider, Service Provider will, at the request of the Service Receiver,
use commercially reasonable efforts to provide similar services. However, if Service Receivers or
an affiliate employ any of the Experts, the specific service requested under this Schedule can be
terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days
notice to the Service Receiver.
TAX STATUS
Sales tax will be charged as determined by the Service Provider and the Service Receiver shall
pay such tax along with the payment for the service provided.
BILLING LOCATION
Service Provider will provide Service Receiver with an invoice to its address set forth
below under Notice Requirements, except in cases where services are provided outside of the United
States, in which case invoices will be created by the Service Provider’s legal entity in the
country where the services are being performed and invoiced to the Service Receiver’s legal entity
that requested the services in the Service Provider’s local currency. The xxxx will cover all
charges for services under this Schedule from Service Provider and, to the extent reasonably
feasible, will be itemized among Service Receiver’s legal entities if identified by the Service
Receiver when requesting the service. The invoice will contain the number of hours each Expert
worked, a short paragraph describing the services and the US dollar amount per Expert.
The Experts shall track their time on either a time sheet or any other proper method such
as the utilizing the time sheet attached hereto and Service Provider agrees that the time sheets
will accompany the invoice that is sent to the Service Recipient for payment. In cases where the
requested services are expected to take longer than 30 days to complete, the Service Provider will
be allowed to invoice the Service Receiver once per month for all costs incurred to date.
NOTICE REQUIREMENTS
No notice of Termination is required under this Schedule and there shall be no make-whole fee
under this Schedule
Notices and bills to the Service Provider should be sent to:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Notices and bills to the Service Provider should be sent to:
Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx
PRICING
In addition to the costs specifically set forth below, Service Receivers shall also pay all
business travel expenses relating to the Services in accordance with Service Providers documented
travel policies and any incremental out of pocket costs incurred by the Service Provider in order
to provide the requested services that are invoiced by unaffiliated 3rd parties. Service
Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the
Service Receiver under the terms of this TSA.
The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and
shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013.
| Service | Hourly Rate* | |||
Hourly Rate Administrative/Secretarial. |
$50 per hour | |||
Hourly Rate for a Non Executive |
$100 per hour | |||
Hourly Rate for an Executive |
$150 per hour | |||
| * | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
SCHEDULE BC2
BASIC TIME AND MATERIALS SUPPORT
BASIC TIME AND MATERIALS SUPPORT
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
such term in the Agreement. The Services provided hereunder are subject in all respects to the
terms and conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service
Provider’s Contact |
||||||
Xylem Inc. |
||||||
Xxx Xxxxxx
|
TSA Manager | Xxx.Xxxxxx@xxx.xxx | ||||
Service Recipient’s
Contact |
||||||
Exelis Inc. |
||||||
Xxx Xxxxxx
|
TSA Manager | Xxx.xxxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: Xylem Inc.
Service Receiver: Xylem Inc.
TERM AND OPTION
The Term shall be 18 months commencing on the Distribution Date. There shall be no
Minimum Service Period.
1
GENERAL SERVICE DESCRIPTION
Service Receiver may need assistance after the Distribution Date from the Service Provider for
miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and
other similar services in various areas including, but not limited to finance, tax, accounting,
insurance, treasury, human resources and communications, which are not already provided for under
all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.
The Service Provider hereby agrees to cause its and its affiliates employees (collectively,
“Experts”) to provide a reasonable amount of services, upon reasonable notice and request from the
Service Receiver on a time and materials basis from the Distribution Date through June 30, 2013
(the “Minimum Term” and the “Maximum Term”).
To utilize this TSA Schedule, employees of Service Receiver should request such services via email
or telephonically where both parties have a clear expectation of the estimated number of hours of
assistance being requested. For projects that are expected to require more than 5 to 10 hours of
assistance a one or two paragraph project plan should be agreed to in order to avoid
misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with
respect to the requested services.
Employees of Service Receiver should advise their TSA manager that a request for services has been
made together with a description of such services requested and the estimated number of hours
requested.
The “Expert” should advise their TSA manager that a request for services has been made and the
estimated number of hours requested.
SCOPE OF SERVICES
The scope of services will depend on the needs of the Service Recipient and the capabilities
and availability of the Experts.
2
LOCATIONS
All locations around the world
PREREQUISITES/DEPENDENCIES
The Experts remain employees of Service Provider. Service Receivers acknowledge and agree
that Service Provider has discretion to terminate the Experts and the Experts have the ability to
terminate their employment with Service Provider. In the event the Experts are no longer employed
by Service Provider, Service Provider will, at the request of the Service Receiver, use
commercially reasonable efforts to provide similar services. However, if Service Receivers or an
affiliate employ any of the Experts, the specific service requested under this Schedule can be
terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days
notice to the Service Receiver.
TAX STATUS
Sales tax will be charged as determined by the Service Provider and the Service Receiver shall
pay such tax along with the payment for the service provided.
BILLING LOCATION
Service Provider will provide Service Receiver with an invoice to its address set forth
below under Notice Requirements, except in cases where services are provided outside of the United
States, in which case invoices will be created by the Service Provider’s legal entity in the
country where the services are being performed and invoiced to the Service Receiver’s legal entity
that requested the services in the Service Provider’s local currency. The xxxx will cover all
charges for services under this Schedule from Service Provider and, to the extent reasonably
feasible, will be itemized among Service Receiver’s legal entities if identified by the Service
Receiver when requesting the service. The invoice will contain the number of hours each Expert
worked, a short paragraph describing the services and the US dollar amount per Expert.
The Experts shall track their time on either a time sheet or any other proper method such
as the utilizing the time sheet attached hereto and Service Provider agrees that the time sheets
will accompany the invoice that is sent to the Service Recipient for payment. In cases where the
requested services are expected to take longer than 30 days to complete, the Service Provider will
be allowed to invoice the Service Receiver once per month for all costs incurred to date.
3
NOTICE REQUIREMENTS
No notice of Termination is required under this Schedule and there shall be no make-whole fee
under this Schedue
Notices and bills to the Service Provider should be sent to:
Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx
Notices and bills to the Service Receiver should be sent to:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
PRICING
In addition to the costs specifically set forth below, Service Receivers shall also pay all
business travel expenses relating to the Services in accordance with Service Providers documented
travel policies and any incremental out of pocket costs incurred by the Service Provider in order
to provide the requested services that are invoiced by unaffiliated 3rd parties. Service
Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the
Service Receiver under the terms of this TSA.
The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and shall be
applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013.
| Service | Hourly Rate* | |
Hourly Rate Administrative/Secretarial.
|
$50 per hour | |
Hourly Rate for a Non Executive
|
$100 per hour | |
Hourly Rate for an Executive
|
$150 per hour |
| * | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
4
SCHEDULE BC3
SINGAPORE PERSONNEL SERVICES
SINGAPORE PERSONNEL SERVICES
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service Provider’s
Contact
|
||||||
Xxxx Xxxxxx
|
HR Director Water and Wastewater Singapore | Xxxx.Xxxxxx@xxx.xxx | ||||
Service Receiver’s
Contact |
||||||
Xxxxxxx Xxxxx
|
Geospacial Systems, HR Director |
Xxxxxxx.Xxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: ITT Water and Wastewater Singapore PTE LTD
Service Receiver: Exelis Inc.
Service Receiver: Exelis Inc.
GENERAL SERVICE DESCRIPTION
ITT Water and Wastewater Singapore PTE LTD (“WWW”), now known as _________________, entered
into a Tenancy Agreement (the “Tenancy Agreement”), commencing on April 27th 2011 with
Xxxx Xxx Xxxx Xxxx (“Landlord”) with respect to an apartment located at 00x Xxxxx Xxx Xxxxxxxx
#00-00 Xxxxxxxxx Xxxxx, Xxxxxxxxx 000000 (the “Premises”) for the benefit of employee (Xxx Xxxxx)
and his family (collectively, the “Tenants”) to be transferred to Service Receiver. The Service
Receiver and Tenants desire to terminate the Tenancy Agreement effective as of November 20, 2011
(the “Termination Date”) pursuant to an agreement between the Service Provider and the Landlord
(the “Buy-out Agreement”).
The negotiations of the Buy-out Agreement were led by the Service Receiver. Pursuant to the
Buy-Out Agreement, the Service Provider agreed to pay the landlord a certain sum of money that
would cover all known obligations of Service Provider to the Landlord (the “Buy-out Amount”). In
addition, the Buy-out Agreement also provides that the Landlord is directed to pay the Deposit, as
defined in the Tenancy Agreement, directly to the Service Receiver.
1
SCOPE OF SERVICES
Service Provider shall not do anything to disrupt or terminate the Tenancy
Agreement prior to the Termination Date. Service Provider shall, within 30
days of receipt, deliver to the Service Receiver any and all amounts received
from the Landlord with respect to the Premises.
Service Receiver shall indemnify and hold the Service Provider harmless for any
and all actual costs or expenses incurred by Service Provider or paid by
Service Provider to the Landlord in connection with the Premises, any remaining
tax claims/issues associated with the sponsorship of Xxx Xxxxx or any claims
Xxx Xxxxx may have with respect to his sponsorship by Service Provider or with
respect to termination of his sponsorship by Service Provider. (the
“Indemnified Amounts”). Service Receiver shall pay the Indemnified Amounts
within 30 days of receipt of a notice describing the amount and reason Service
Provider paid Landlord or any third party any amount in connection with the
Premises. If such amount is greater than $5,000, Service Provider shall notify
Service Receiver 5 business days in advance of such payment to the Landlord or
third party in connection with the Premises and shall allow the Service
Receiver to contest the payment or the claim. Service Receiver will be liable
for any and all actual damages, costs or expenses incurred by Service Provider
in the event Service Provider contests the payment or the claim.
LOCATIONS
Singapore
PREREQUISITES/DEPENDENCIES
None
BILLING LOCATION
Service Provider will provide Service Receiver with an invoice to its address set forth below.
NOTICE REQUIREMENTS
Notices under this Schedule should be sent to the following addresses (with an email copy to
the Service Owners set forth above):
If to Service Provider:
Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxx
Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxx
2
If to Service Receiver
Exelis Inc.
0000 Xxxxxx Xxxx #0000
XxXxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxxxx
Exelis Inc.
0000 Xxxxxx Xxxx #0000
XxXxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxxxx
PRICING
Service Receiver shall pay all miscellaneous expenses (telephone, broadband, utilities)
charged to and paid by Service Provider with respect to Xxx Xxxxx and his family. Service Provider
shall provide Service Receiver with an invoice detailing such amounts and Service Receiver shall
pay such amounts within 30 days of the date of such invoice.
3
SCHEDULE BC1
UK BENEFITS SUPPORT
UK BENEFITS SUPPORT
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
such term in the Agreement. The Services provided hereunder are subject in all respects to the
terms and conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service Provider’s
Contact |
||||||
Xxxxxxx Xxxx
|
UK Benefits Manager | xxxxxxx.xxxx@xxxxxxxxxxxxxxx.xxx | ||||
Service Recipient’s
Contact |
||||||
Xxxxxxxx Xxxx
|
Senior Benefits Manager | Xxxxxxxx.xxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Provider: Water Process Ltd
Service Receivers: collectively, ITT Defense, Ltd and EDO MBM Technology Ltd.
GENERAL SERVICE DESCRIPTION
Service Receivers have two business locations in England — Brighton and Basingstoke.
Benefits for Service Receivers in England have been managed pre-spin by Service Provider based in
Basingstoke. Service Receivers need assistance from Xxxxxxx Xxxx and/or Xxxxx Xxxxxxx
(collectively, the “Experts”) on a time and materials basis to provide services similar to those
provided to the Service Receivers during the 12 month period prior to October 1, 2011, including
continuity of Benefits Administration, training and advice for 18 months (“Minimum Term”), but not
longer than 24 months from the date hereof (“Maximum Term”).
SCOPE OF SERVICES
The following services will be provided on a time and materials basis by the Experts.
| • | Completion of Harmonization of Benefits for Service Receivers’ Brighton location | ||
| • | Launch Flexible Benefits Package for Service Receivers’ Brighton and Basingstoke locations including administration, communications, etc. | ||
| • | Assistance in establishing Service Receivers’ policy for enrollment in Private Medical | ||
| • | Assistance with establishing, implementing and administering a share incentive plan for the Service Receivers. | ||
| • | Assistance with the administration and preparation for cessation of Service Receivers’ Defined Benefit Plan (General Pension Plan) and movement to a Defined Contribution Plan (ITT Retirement Savings Plan) | ||
| • | Provide guidance in negotiating premiums with various Benefit Brokers to include interfacing with appropriate Benefits Vendors on behalf of Service Receivers, but not executing agreements on Service Receivers’ behalf. | ||
| • | Facilitate the transition of the Benefits Vendor relationship to designated Service Receivers’ HR Benefits Manager | ||
| • | Facilitate the transition of the daily benefit activities to the HR staff of both Service Receivers in Basingstoke, UK and Brighton, UK | ||
| • | Provide guidance on applicable British Laws versus Benefits provided, but not legal advice. | ||
| • | All communications initially prepared by the Experts to Service Receivers’ employees will be reviewed by the Service Receiver’s Sr. Manager of Benefits and Service Receivers’ Vice President, Human Resources, or such other person as may be designated by Service Receivers | ||
| • | The Experts will provide employees designated by the Service Receivers with monthly status reports. The Experts will work under a schedule mutually agreed to prior to October 1, 2011 which will average approximately eight (8) hours per week during the first three (3) to six (6) months and then two (2) to four (4) hours thereafter. The Experts will utilize their current office and equipment at Service Provider, Basingstoke, England, unless Service Provider moves such employees, at its discretion. | ||
| • | Such other services as the Experts have provided to ITT Corporation’s Defense business during the twelve (12) month period prior to October 1, 2011 and requested by Service Receiver, which shall not include legal or tax advice or the execution of any documentation for any governmental authority. |
LOCATIONS
Basingstoke, UK
Brighton, UK
PREREQUISITES/DEPENDENCIES
The Experts remain employees of Service Provider. Service Receivers acknowledge and agree
that Service Provider has discretion to terminate the Experts and the Experts have the ability to
terminate their employment with Service Provider. In the event the Experts are no longer employed
by Service Provider, Service Provider’s then current benefit manager will, at the request of the
Service Receivers, provide similar services at an agreed to hourly rate, based on such benefit
manager’s all in cost to the Service Provider (total compensation plus allocated overhead).
However, if Service Receivers or an affiliate employ any of the Experts, this Schedule can be
terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days
notice to the Service Receiver. In the event the Experts are no longer employed by Service
Provider or no longer capable of providing services due to disability, and the Experts are not
replaced by another benefits leader, this Schedule shall terminate with no further obligations of
either party.
The Service Receivers’ human resources department shall cooperate with the Experts as the Experts
provide service under this Schedule.
TAX STATUS
VAT will be charged as determined by the Service Provider
BILLING LOCATION
Service Provider will provide ITT Defense, Ltd. with an invoice to its address set forth
above. The xxxx will cover all charges for services under this Schedule from Service Provider to
both Service Receivers and, to the extent reasonably feasible, will be itemized between the two
Service Receivers. The invoice will contain the number of hours each Expert worked, a short
paragraph describing the services and the British Pound amount per Expert.
SERVICE LEVEL
To the extent necessary data is available after the date hereof, the Experts will provide
the same service level to the Service Receiver as they provide to their employer.
NOTICE REQUIREMENTS
Service Receiver shall notify Service Provider at least 90 days in advance of the Minimum Term
if it wants to extend or terminate this Schedule, but such extension shall not be for longer than
the Maximum Term. If notification is not received by the Service Provider, the service will
terminate at the end of the Minimum Term. There shall be no make-whole fee in the event of an
early termination under this Schedule.
Notices to the Service Provider should be sent to
Water Process Ltd, Jays Close,
Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX
Attention: Xxxxxxx Xxxx
Water Process Ltd, Jays Close,
Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX
Attention: Xxxxxxx Xxxx
Notices to the Service Receiver should be sent to
ITT Defense, Ltd and EDO MBM Technology Ltd.
C/O Exelis Inc.
0000 X Xxxx Xx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx Xxxx
ITT Defense, Ltd and EDO MBM Technology Ltd.
C/O Exelis Inc.
0000 X Xxxx Xx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx Xxxx
PRICING
In addition to the costs specifically set forth below, Service Receivers shall also pay all
business travel expenses relating to the Services.
The hourly rates below include a 4.5% increase each year for inflation and a 2% increase for a
profit margin. In the event the service continues past the Minimum Term, the rate will increase by
8%
| Service | Hourly Rate | |
Hourly Rate for Xx. Xxxx. |
“Cost plus 2% - 10%” during 2011 | |
| “Cost plus 2% - 10%” during 2012 | ||
| “Cost plus 2% - 10%” during 2013 | ||
Hourly Rate for Xx. Xxxxxxx |
“Cost plus 2% - 10%” during 2011 | |
| “Cost plus 2% - 10%” during 2012 | ||
| “Cost plus 2% - 10%” during 2013 |
SCHEDULE CA1
GENERAL LEDGER ACCOUNTING
ITT HQ
GENERAL LEDGER ACCOUNTING
ITT HQ
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxxxx Xxxxxx | Accounting Manager | xxxxx.xxxxxx@xxx.xxx | ||||
| Exelis Inc. | ||||||
| Xxxxxxxxx Xxxxxxxxx ITT Corporation |
Manager of Corporate Accounting & Planning | xxxxxxxxx.xxxxxxxxx@xxxxxxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform General Ledger Accounting Services for ITT Corp Headquarters for
Service Receiver.
Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution Date.
1
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Service | Transaction | Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide General Ledger Accounting Services to ITT Corp Headquarters: | ||||||||||||
• Balance and Post Payroll Journal Entries
— The Service Provider will use the Completed
Payroll Cycles from the Service Receiver to post
the Journal on ITT Co. HQ ledger. This will occur
three (3) business days after the payroll cycle
completes.
|
155 Annually | |||||||||||
• Prepare Payroll Accrual Report — The
Service Provider will receive a notification from
Service Receiver to produce the Payroll Accrual
Report in PDF format from Infinium for Service
Receiver. The report will be completed one (1)
business day after notification is received.
|
4 Annually | |||||||||||
SS-GLHQ-01
|
General Ledger Accounting Services ITT Co. HQ | • Prepare Journal Entries for Infinium
Enterprise Application and Payroll Service Charges
— The Service Provider will use the TSA Costs
from Service Receiver to post the Journal on ITT
Co. HQ ledger. This will be completed prior to
month end close.
|
50 Annually | |||||||||
• Prepare Journal Entries for Fringe — The
Service Provider will use the Payroll Month End
Close from Service Receiver to post the Journal on
ITT Co. HQ ledger. This will be completed prior
to month end close.
|
24 Annually | 18 | Cost plus 2% - 10% | |||||||||
• Prepare Journal Entries for Environmental
Reserve — The Service Provider will use the
Payroll Month End Close from Service Receiver to
post the Journal on ITT Co. HQ ledger. This will
be completed prior to month end close.
|
12 Annually | |||||||||||
• Prepare Journal Entries for Medical
Insurance and Investment Savings Plan — The
Service Provider will use the interface files as
documented in Attachment A to remit payment to
Vendor and post the Journal on ITT Co. HQ ledger.
This will be completed prior to month end close.
|
68 Annually | |||||||||||
• Journalize ISP Surcharges — The Service
Provider will use the interface files as
documented in Attachment A to remit payment to
Vendor and post the Journal on ITT Co. HQ ledger.
This will be completed prior to month end close.
|
52 Annually | |||||||||||
2
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Service | Transaction | Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Prepare Flexible Spending Account Report
and Create Journal Entry — The Service Provider
will use the Payroll Month End Close to post the
Journal on ITT Co. HQ ledger and provide Service
Receiver with the report. This will be completed
15 days after the calendar month.
|
12 Annually | |||||||||||
• Journalize CELCO Medical Premium Checks —
The Service Provider will use a copy of Medical
Checks related to retirees paying their premium
from an internal business unit within Service
Provider which in-turn receives the actual check
from the retiree for Service Provider to post the
Journal on ITT Co. HQ ledger. This will be
completed prior to month end close.
|
12 Annually | |||||||||||
• Assist in Payroll Salaries Account
Reconciliation — The Service Provider will use
the “(Month, Year) Payroll Reconciliation”
spreadsheet from Service Receiver to create
queries to support general ledger account
reconciliation. This will be completed one (1)
business day after the request is received.
|
12 Annually | |||||||||||
• Liability Calculation for Short Term
Disability — The Service Provider will use a
query provided from an internal business unit
within Service Provider to calculate the liability
for short term disability and provide a report in
spreadsheet format.
|
1 Annually | |||||||||||
• Prepare Clearing Journal Entries for
Entities within ITT Co. — The Service Provider
will use the final month end intercompany balances
provided from an internal business unit within
Service Provider to prepare the clearing journal
entries for ITT Co. HQ ledger. This will be
posted before the last day of fiscal month.
|
12 Annually | |||||||||||
Provide General Ledger Accounting Services for ITT Co. HQ to close GIS GL: |
||||||||||||
SS-GLHQ-02
|
General Ledger Accounting Services ITT Co. HQ to close GIS GL | • Provide eBuyITT Admin Services — The
Service Provider will use monthly Transaction
Detail Reports from Service Receiver to post
journal entry in general ledger.
|
1 per Week | |||||||||
• Provide P-Card Admin Services — The
Service Provider will use monthly Transaction
Detail Reports from Service Receiver to post
journal entry in general ledger.
|
1 per Month | 6 | Cost plus 2% - 10% | |||||||||
• P-Card Online Approval Services — The
Service Provider will receive e-mail notification
to approve P-Card transactions from Service
Receiver. Service Provider will review online and
approve P-Card transactions.
|
2 per Month | |||||||||||
3
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Service | Transaction | Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Provide Delegation of Authority Admin
Services — The Service Provider will receive an
e-mail notification from Manager or Director of
Service Receiver’s organization to update the
Delegation of Authority document. The Service
Provider will provide the approved Delegation of
Authority Document. This will be provided within
one (1) business day of receiving the e-mail
notification request.
|
1 per Month | |||||||||||
• Reconcile Balance Sheet Accounts — The
Service Provider will use the month end close
documents from Service Receiver to reconcile
General Ledger Accounts.
|
70 per Month | |||||||||||
• Complete Month End General Ledger
Processing — The Service Provider will use Month
End Checklist, Month End JE List, Month End Close,
Chart of Account Request Form, and other reports
from Service Receiver to provide Month End Close
services and feed this information to Hyperion.
|
1 per Month | |||||||||||
o Month End — Prepare and post all journal
entries, setup and maintain chart of accounts,
maintain company controls and period controls. |
||||||||||||
o ZDAP Report — Review and process accruals. |
||||||||||||
• Complete Year End Close — The Service
Provider will use the Completed Year End Close
data from Service Receiver to create Year End
journals, update retained earnings, and roll
forward of asset and liability account balances
for the next year.
|
1 per Year | |||||||||||
• Tracking and Transfers of Fixed Assets —
The Service Provider will receive request from
Service Receiver’s management to transfer assets
to New Co or impair and will provide journal entry
and/or invoice to the New Co.
|
5 per Month | |||||||||||
• Complete Concur Journals and Transfers due
to Employee Movement — The Service Provider will
use Concur feed data from Service Receiver to
provide journal entries and transfers due to
employee movement.
|
1 per Week | |||||||||||
• Provide Purchasing related services — |
||||||||||||
o Complete Finance Approval on Purchase
Requisitions — The Service Provider will use
Purchase Requisition information from Service
Receiver to provide finance approval on Purchase
Requisitions. This will be provided within one
(1) business.
|
5 per Month | |||||||||||
o Review Purchase Order Commitment and Close
Active Purchase Orders — The Service Provider
will use the Purchase Order Reconciliation Report
|
535 Open Purchase | |||||||||||
4
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Service | Transaction | Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| from Service Receiver to e-mail Buyers requesting action to close purchase orders. All Purchase Orders will be closed by end of TSA period. | Order Lines | |||||||||||
• Load Financials & Intercompany Balances
for Hyperion — The Service Provider will use
completed Month End Close information from Service
Receiver to reconcile intercompany balances and
perform financial review.
|
1 per Month | |||||||||||
• Prepare Cost Center Variance Monthly
Reports — The Service Provider will use completed
Month End Close information from Service Receiver
to produce a monthly G&A expense detail report to
Managers.
|
1 per Month | |||||||||||
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented in this agreement | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the
scope of this agreement. Should the Service Receiver require such changes, Parties agree to
negotiate in good faith with regard to such modification. In the event modifications to the
services provided are required by law for only the Service Recipient and such modifications
5
increase the cost for Service Provider, Service Recipient that requires the modifications shall pay
all the additional costs including the costs for the other Service Recipients.
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
• Support of
data extraction
requests from the
Service Receiver |
||||||
SS-GLHQ-02
|
General Ledger Accounting Support Services ITT Co. HQ Migration | • Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, functional
data mapping, and
impacts of design
decisions
|
Time and Materials Based on Additional Pricing Section | |||
| Service Provider will provide the following knowledge transfer services: | ||||||
SS-GLHQ-03
|
General Ledger Accounting ITT Co. HQ Knowledge Transfer | • Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to this
agreement
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to General Ledger Accounting by Service Receiver
not mentioned in this Schedule or not included within the costs documented in this agreement,
Service Receiver will provide a discreet project request and submit such request to Service
Provider using the formalized Change Request attached as Annex A for consideration by Service
Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period
requested without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
6
LOCATIONS
Services are initially provided from Fort Xxxxx, IN, USA to White Plains, NY, USA.
PREREQUISITES/DEPENDENCIES
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| • | If Service Receiver provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Service Receiver must actively be engaged on the Infinium Application TSA for the duration this agreement is in effect. | ||
| • | Service Receiver must actively be engaged on the HR/Payroll/Benefits TSA for the duration this agreement is in effect. | ||
| • | Service Receiver (ITT HQ) general ledger must be in the current reporting period in order for the Service Provider to complete the services documented within this agreement. Service Receiver and Service Provider will work together to ensure that the current period is open to process transaction(s). |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set for
itself as a recipient of services.
In the event incidents cannot be resolved, Service Provider shall promptly notify
Service Receiver and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
7
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
8
ATTACHMENT A
| Journal Entry Type | Interface Name | Business Purpose | Vendor | Source | Frequency | |||||
Medical Insurance —
MetLife
|
Report withholdings and premiums to the record keeper | XX XXXXXX CHASE | Infinium | Monthly | ||||||
Medical Insurance
— Health Savings
Account (HSA)
|
Report withholdings and premiums to the record keeper | Mellon | Infinium | Weekly | ||||||
Investment Plan
Savings (ISP) and
ISP Surcharges
|
Report withholdings and premiums to the record keeper | Xxxxx Fargo / ACS | Infinium | Weekly |
9
SCHEDULE CA2
HR/PAYROLL/BENEFITS
HR/PAYROLL/BENEFITS
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, expect where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxx Xxxxxx | TSA Manager | xxx.xxxxxx@xxx.xxx | ||||
| Exelis Inc. | ||||||
| Xxxxx Xxxxxx | Director, Shared Services | xxxxx.xxxxxx@xxx.xxx | ||||
| ITT Corporation |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Payroll, Payroll Tax, HR, Garnishment and Benefit Services for
Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support Service Provider’s
business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide payroll and tax configuration support required to support payroll services: | ||||||||||||
• Income Codes —Service Provider will use the
Income Request Form from the Service Receiver to
update tax, garnishment, eligibility, pension, and
401K with the provided income codes. 5 business
days prior notice are required to make the income
code changes. |
||||||||||||
• Deduction Codes —Service Provider will use
the Deduction Request Form from the Service Receiver
to update tax, Group Term Life (GTL), and other
accumulator requirements with the provided deduction
codes. 5 business days prior notice are required to
make the deduction code changes. |
||||||||||||
• Paid Time Off (PTO) Accrual Controls
—Service Provider will use the PTO Policy document
from the Service Receiver to accrual code and
schedule setups requested by the Service Receiver.
10 business days prior notice are required to make
the requested PTO Accrual Controls changes. |
||||||||||||
SS-Payroll-01
|
Payroll Services | • Federal/State/Local Tax Table —Service
Provider will use the Notification of
Federal/State/Local Tax Change provided by the
Service Receiver to update the local tax setup
within systems managed by Service Provider within 5
business days of the request.
|
100/month for all SS-Payroll-01 |
18 | Cost plus 2% – 10% | |||||||
• Federal/State/Local Tax —Service Provider
will use the Request for Level Control provided by
automated systems to update the level control setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
• Employer Codes — Service Provider will use
the Request for New Employer Codes from the Service
Receiver to update employer codes in systems managed
by Service Provider within 5 business days of the
request. |
||||||||||||
• User Defined Field — Service Provider will
use the Request for User Defined Field provided by
the Service Receiver to update the necessary fields
within 5 business days of the request. |
||||||||||||
• Level Control — Service Provider will use
the Request for Level Control provided by the
Service Receiver to update the level control setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
• Pay Cycle — Service Provider will use the
Request Pay Cycle from the Service Receiver to setup
the pay cycle with the pay calendar where
applicable. 5 business days are |
||||||||||||
2
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| required to make the pay cycle changes. Pre-distribution date pay cycle configuration is defined in Attachment B. | ||||||||||||
• Employer Group — Service Provider will use
the Request for Employer Group provided by the
Service Receiver to update the Employer Group within
systems managed by Service Provider within 5
business days of the request. |
||||||||||||
• Cycle Group — Service Provider will use the
Request for Cycle Group provided by the Service
Receiver to update the cycle group setup within
systems managed by Service Provider within 5
business days of the request. |
||||||||||||
• Payroll Authorization Group — Service
Provider will use the Request for Payroll
Authorization Group provided by the Service Receiver
to update the Payroll Authorization Group setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
• Income Authorization Group — Service
Provider will use the Request for Income
Authorization Group provided by the Service Receiver
to update the income authorization group setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
• Deduction Authorization Group — Service
Provider will use the Request for Deduction
Authorization Group provided by the Service Receiver
to update the deduction authorization group setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
• Auto Pay Groups — Service Provider will use
the Request for Auto Pay Groups provided by the
Service Receiver to update the auto pay groups setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
• Labor/Income Cross Reference Table —
Service Provider will use the Request for
Labor/Income Cross Reference Table Maintenance
provided by the Service Receiver to update the
Labor/Income Cross Reference Table setup within
systems managed by Service Provider within 5
business days of the request. |
||||||||||||
• General Ledger Cross Reference Table —
Service Provider will use the Request for General
Ledger Cross Reference Table maintenance provided by
the Service Receiver to update the general ledger
cross reference table setup within systems managed
by Service Provider within 5 business days of the
request. |
||||||||||||
3
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide garnishment, child support, tax levy, interrogatory correspondence, withholding and payments support required for payroll services: | ||||||||||||
• Garnishment Letter — Service Provider will
use the Garnishment Notification to provide a
garnishment letter to the garnishing agency during
the latter of 7 days after notification and the next
applicable payment cycle. |
||||||||||||
• Garnishment Withholding — Service Provider
will use the Garnishment Notification to adjust the
employee garnishment deduction setup during the
latter of 7 days after notification and the next
applicable payment cycle. |
New Transactions 200, Monthly Payments 700 | |||||||||||
• Garnishment Payments — Service Provider
will use the Garnishment Notification to update the
garnishment payments to agency during the latter of
7 days after notification and the next applicable
payment cycle. |
||||||||||||
• Stop Garnishments — Service Provider will
use the Garnishment Stop Notification to deactivate
the employee garnishment deduction and process
refund of any over-withholding during the latter of
7 days after notification and the next applicable
payment cycle. |
||||||||||||
| Provide employee maintenance support where appropriate to support payroll processing: | ||||||||||||
• W-4 — Service Provider will use the W-4
Form from the Service Receiver to update employee
W-4 information with the provided information.
Service Receiver must provide such information at
least 2 business days prior to processing of payroll
to ensure inclusion in the current payroll run. |
||||||||||||
• Home/Work State Update — Service Provider
will use the employee change request for home/work
state maintenance from the Service Receiver to make
requested updates. Service Receiver must provide
such information at least 2 business days prior to
processing of payroll to ensure inclusion in the
current payroll run.
|
600/month | |||||||||||
• Direct Deposit — Service Provider will use
the Direct Deposit Form from the Service Receiver to
update employee direct deposit information with the
provided information. Service Receiver must provide
such information at least 2 business days prior to
processing of payroll to ensure inclusion in the
next payroll run. |
||||||||||||
4
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide college fund employee direct deposit maintenance required to support payroll processing upon receipt of notification of enrollment or change via email. Request will be processed within 7 days of notification in the next applicable payment cycle. | 30/month | |||||||||||
| Provide executive excess savings plan updates to employee deduction code maintenance required to support payroll processing upon receipt of Service Receiver notification of employee. Request will be processed within 7 days of notification in the next applicable payment cycle. | 30/month | |||||||||||
| Provide ACS 401k Interface Processing required to support payroll processing: | ||||||||||||
• Saving Plan Deferral & Loan — Service
Provider will use the ACS ISP Feedback File from the
Service Receiver’s 3rd party to update
employee deduction code information with the
provided information. Service Receiver’s
3rd party must provide such information
by Friday evening the week prior to requested
update. |
||||||||||||
• Saving Plan Deferral & Loan — Service
Provider will use the ACS ISP Feedback File from the
Service Receiver’s 3rd party to update
employee deduction code information with the
provided information. Service Receiver’s
3rd party must provide such information
by Friday evening the week prior to requested
update. |
||||||||||||
• ACS Error Report Review — Service Provider
will review the ACS ISP Feedback File from the
Service Receivers 3rd party provider to
review any fallout which may have occurred. Upon
fallout Service Provider will notify ACS to conduct
maintenance to rectify documented fallouts.
|
10 Monthly Interfaces Files & Reports | |||||||||||
• ACS New Hire — Service Provider will use a
report created from the ACS Interface File from the
Service Receiver’s 3rd party to validate
new hire processing. Service Receiver’s
3rd party must provide such information
by Friday evening the week prior to requested
validation. |
||||||||||||
• ACS ISEV — Service Provider will use the
ACS ISEV Status Change from the Service Receiver’s
3rd party to update employee deduction
code information with the provided information.
Service Receiver’s 3rd party must provide
such information by Friday evening the week prior to
requested update. |
||||||||||||
5
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide JPMorgan 401k Interface Processing required to support payroll processing | ||||||||||||
• Saving Plan Deferral & Loan — Service
Provider will use the XX Xxxxxx ISP Feedback File
from the Service Receiver’s 3rd party to
update employee deduction code information with the
provided information. Service Receiver’s
3rd party must provide such information
by Friday evening the week prior to requested
update. |
||||||||||||
• Saving Plan Deferral & Loan — Service
Provider will use the XX Xxxxxx ISP Feedback File
from the Service Receiver’s 3rd party to
update employee deduction code information with the
provided information. Service Receiver’s
3rd party must provide such information
by Friday evening the week prior to requested
update. |
||||||||||||
• XX Xxxxxx Error Report Review — Service
Provider will review the XX Xxxxxx ISP Feedback File
from the Service Receivers 3rd party
provider to review any errors which may have
occurred. Upon fallout Service Provider will notify
ACS to conduct maintenance to rectify documented
fallouts.
|
10 Monthly Interfaces Files & Reports | |||||||||||
• XX Xxxxxx New Hire — Service Provider will
use a report created from the XX Xxxxxx Interface
File from the Service Receiver’s 3rd
party to validate new hire processing. Service
Receiver’s 3rd party must provide such
information by Friday 5 pm EST or Thursday 5 pm EST
if Friday is not a business day the week prior to
requested validation. |
||||||||||||
• XX Xxxxxx ISEV — Service Provider will use
the XX Xxxxxx ISEV Status Change from the Service
Receiver’s 3rd party to update employee
deduction code information with the provided
information. Service Receiver’s 3rd
party must provide such information by Friday
evening the week prior to requested update. |
||||||||||||
| Provide Principal Loan Processing required to support payroll processing upon receipt of notification by secured email and make the required employee deduction code changes. | Weekly Interface Files |
|||||||||||
| Provide Xxxxx Benefit Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month. | Two Interface Files Per Month |
|||||||||||
6
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide Xxxx Xxxxxxx LTC Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month. | Two Interface Files Per Month |
|||||||||||
| Provide Runzheimer Fix and Variable Auto Processing required to support payroll processing upon receipt of interface file and make employee negative deduction transactions for payroll Files must be received by the 9th of the month. | One Interface File Per Month |
|||||||||||
| Provide Concur Travel Expense Reimbursement required to support payroll processing upon receipt of interface file and make employee negative deduction transactions. Files must be received by Thursday morning at 6 am EST to be processed in the next applicable pay cycle. | Weekly Interface Files |
|||||||||||
| Provide executive deferral payment upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month. | One Monthly Deferral Processing |
|||||||||||
| Provide excess group term life calculations upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month. | 240 Batch Processing Runs |
|||||||||||
| Complete nightly Infinium Benefit Deduction updates. | 240 Batch Processing Runs |
|||||||||||
| Provide payroll processing. | ||||||||||||
• Automated Labor Upload — Service
Provider
will use the interface from the Service Receiver’s
labor system and create the Infinium labor file for
payroll processing. Labor Code to Infinium Income
code cross reference file updated as required. |
||||||||||||
• Labor Interface Validation — Service
Provider will use the interface from the Service
Receiver’s labor system to get totals. Service
Provider will then match the Infinium and Service
Receiver’s Labor System file. Should discrepancies
exist, Service Provider will work with Service
Receiver to resolve the issue.
|
240 Pay Processing Cycles | |||||||||||
• Payroll Cycle Processing —
Service Provider
will then create Employee Processing Cycle |
||||||||||||
7
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| File, listing of employees with pay, benefit, leave of absence and terminations. A review of employee changes will be conducted by Service Receiver and corrections made if applicable. Employee changes will be added to cycle validation routine for balancing. Delays in Service Receiver responsibilities will delay payroll processing. Service Provider will not be liable for such Service Receiver caused delays. | ||||||||||||
• Close Upload Labor to Payroll Cycle —
Service Provider will upload employee labor to
payroll cycle. |
||||||||||||
• Gross to Net Calculation —
Once Infinium
releases time sheet data Service Provider will
produce the payroll trial balance. |
||||||||||||
• Payroll Adjustments — Service
Provider will
update employee pay information and add adjustments
to validation routine for balancing as required. |
||||||||||||
• Print Trial Balance/Approve
Payroll — Using
the Infinium trial balance Service Provider will
create a trial balance report to post payroll and
print pay stubs. If Trial Balance does not balance
or has errors it must be corrected via update checks
and Trial Balance Reran until error free and
balanced. |
||||||||||||
| Provide on-demand payroll processing of off-cycle check requests upon receipt of on-demand check request form from Service Provider. Form must be received by 5 pm for next day direct deposit or check delivery. | 570 Transactions Annually |
|||||||||||
| Provide bonus cycle payroll processing of off-cycle bonus payments upon receipt of bonus specification from Service Recipient. Form must be received 5 business days prior to date of required bonus payment. | 7000 Transactions Annually |
|||||||||||
| Provide manual W-2 earnings and deductions updates upon receipt of written notice and tax detail from Service Provider | 325 Transactions Annually |
|||||||||||
| Provide stock option manual payroll upon receipt of Xxxxx Xxxxxx stock transaction file using the daily interface from Service Provider | 80 Transactions Annually |
|||||||||||
| Provide restricted stock manual payroll upon receipt of Xxxxx Xxxxxx restricted stock transaction file using the daily interface from Service Provider | 110 Transactions Annually |
|||||||||||
| Provide quarterly tax dividend payment upon receipt of Xxxxx Xxxxxx dividend transaction file using the quarterly interface from Service Provider | 440 Transactions Annually |
|||||||||||
| Provide Cartus quarterly relocation manual payroll upon receipt of Cartus Relocation Transaction file using the quarterly interface from Service Provider | 140 Transactions Annually |
|||||||||||
8
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Process payment for unused PTO time upon receipt of notification from systems during year-end | 1700 Transactions Annually |
|||||||||||
| Void or re-issue employee checks upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received two business days prior to start of payroll processing. Five business days notice is required for issuing as separate payroll process. [Service Provider will not be liable if funds have been disbursed prior to voidance.] | 850 Transactions Annually |
|||||||||||
| Make adjustments to employee pay upon receipt of notification from Service Receiver. Notification must be received 2 business days prior to the next pay cycle. | 325 Transactions Annually |
|||||||||||
| Process retro-active payments for delayed merit increase processing after receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received Two business days prior to start of payroll processing. Five business day notice required for issuing as separate payroll process. | 350 Transactions Annually |
|||||||||||
| Process special employee payments upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process. | 900 Transactions Annually |
|||||||||||
| Process relocation payment from employee paycheck upon receipt of notification from Service Receiver Processed with normal payroll. May be repaid over multiple payrolls or from one payroll per specification of Service Receiver. | 200 Transactions Annually |
|||||||||||
| Provide executive excess savings plan distribution upon receipt of notification from Service Receiver May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process. | 50 Transactions Annually |
|||||||||||
| Service Provider will use commercially reasonable efforts to provide post-payroll | ||||||||||||
• Print/Distribute Check,
Vouchers, & Reports
— Printed Checks and Vouchers sealed and prepared
for shipping distribution per business units
instructions.
|
250 Cycles Per Month | |||||||||||
• ACH Processing — ACH transmitted
to clearing
house using the Infinium ACH extraction
process |
||||||||||||
9
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Bank Funding — Wire Transfer to cover
payroll using the bank funding report option |
||||||||||||
• Credit Union Processing — File Transmission
to Credit Union using the Infinium direct deposit
extract |
||||||||||||
• Union Reporting — Union report transmitted
using the Union employees and Union dues report |
||||||||||||
• Canadian Bond Processing — Transmission of
Canadian Bond File to Royal Bank of Canada using the
Canadian bond extract |
||||||||||||
• Positive Pay — Positive pay file transmitted
to Xxxxx Fargo using the positive pay extract file |
||||||||||||
• Direct Deposit Fund Pullback — Employee
funds pulled back or error report with insufficient
funds upon Service Receiver’s request to pull back
employee direct deposit. Service Provider will use
the Shared Service form submission to Xxxxx Fargo to
pull back employee direct deposit. Insufficient
funds notices are communicated to employees HR
administrator for review of how to recover money |
||||||||||||
| Provide Infinium month end close once a month rolling month totals, update monthly benefits (Xxxxx & Xxxx Xxxxxxx), and update monthly limit processing. This service will be performed after final payroll for month and prior to first payroll of new month. | 20 Companies Per Month |
|||||||||||
| Process Infinium quarter end close once a quarter rolling quarter totals, update quarterly limit |
20 Companies Per Month | |||||||||||
| Provide Infinium year-end processing. | ||||||||||||
• Wage & Tax Balancing — Using the wage Base
Report balance Employee Earnings and Taxes |
||||||||||||
• United Way Deduction — Infinium United Way
Deduction Change for deduction codes 00800 & 0805
clearing the United Way deduction for the new year |
||||||||||||
• 401K Limit Update -Deduction limit updated with values for year |
||||||||||||
• Year End Payroll Register — Use the
Infinium Year End Payroll Register to archive
historical payroll registers
|
20 Companies Per Month | |||||||||||
• Hartford-XX Xxxxxx Year End — Use the
Infinium Save File to archive Hartford-XX Xxxxxx
year end 401K values |
||||||||||||
• ACS — Use the Infinium Save File to archive
ACS year end 401K values |
||||||||||||
• Infinium W2 Box Updates — Use the Infinium
Income & Deduction Reporting Groups to make W2 Box
Reporting Reports |
||||||||||||
• Infinium ADP W2 Box Update — Use the ADP
interface for W2 Reporting to create the ADP W2 Box
Interface File |
||||||||||||
• Local Tax Update — Use the notification
from locality or Service Receiver to update the
local tax table |
||||||||||||
10
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Transfers — Clear Q1 Information captured
for tax & 401K Limit processing for use in the W2
tax report |
||||||||||||
• Vinny 1st day report — Use the Infinium Day
1 Report for forecasting |
||||||||||||
• Payroll Calendar — Use the Infinium Cycle
Maintenance to create Service Receiver Payroll
Calendars |
||||||||||||
• W2 — Pension for Group Term Life (GTL) —
Service Receiver provides files from ACS & Hartford
and Service Provider updates Pensioner’s W2’s |
||||||||||||
• Highly Compensated Employee Listing — Using
an AS400 Query, employees meeting IRS Highly
Compensated Listing are found and 401K providers
updated with list of highly compensated employees |
||||||||||||
• Executive Excess Saving Plan Employee Update
— Service Receiver provides list of eligible
employees for executive excess saving plan which
Service Provider uses to update the Executive Excess
Saving Plan Employee List provided for roll over
into Excess Savings Plan |
||||||||||||
• New Jersey Disability Year End Update —
Using the New Jersey Final Disability Report;
Service Provider will update the New Jersey year end
payroll entries to record New Jersey final
disability entries. |
||||||||||||
• Infinium Year End Close — Year end close
rolls year to day information to previous year and
clear year-to-date dollars |
||||||||||||
• ADP 4th Quarter & Year End Extract — Using
the ADP Extract Program an ADP Year End Interface
File is created |
||||||||||||
• ADP — Balance Year — Using the ADP Year End
Reports Year End Statutory Reports & W2 are output |
||||||||||||
• W2C’s — Using the value center post
year-end close entries to update the W2C |
||||||||||||
• Amended Year End — Use the ADP Extract
Program to amended statutory reporting |
||||||||||||
| Provide US Tax Processing. | Registrations — 10 per month | |||||||||||
• ADP Company Profile Update — Use the ADP
Tax Header Spreadsheet to update ADP tax reporting
set up
|
Interfaces — daily | |||||||||||
• ADP Code Mapping — Use the ADP Mapping
Document to map ADP Tax Code to Infinium Tax Code
|
Tax Payments — Daily & Quarterly Per Requirements | |||||||||||
• Infinium ADP Deduction Table Maintenance —
Use the Infinium ADP Tax Code file to output ADP
Interface File including the new tax code
|
Cobra Reporting — Quarterly | |||||||||||
• ADP Daily Interface File — Use the ADP
Infinium Payroll Tax Extract to create the ADP
Receipt of Tax Payment Detail
|
Quarterly Reporting | |||||||||||
11
| BAU | Minimum | |||||||||
| Service | Service | Transaction | Service Period | Service | ||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||
• Daily Tax Audit Report — Use the Query: ADP
Tax Audit Report to validate ADP Daily Tax Interface
File |
||||||||||
• ADP Daily Tax Funding — Use the ADP
Invoice to create ADP Wire Payment
|
Tracer Transactions 20 Monthly | |||||||||
• ADP Unemployment Rate Change — Use the ADP
Tax Header Spreadsheet to calculate ADP -
Unemployment Payments with New Rate
|
Amendments 10 Monthly | |||||||||
• ADP Monthly Charges — Use the ADP Invoice
to process ADP Payment |
||||||||||
• Xxxxxxx Monthly Charges — Use the Xxxxxxx
Invoice to process Xxxxxxx Payment |
||||||||||
• ADP Quarterly Communication — Use the ADP
Quarterly Updates to update the Quarterly Calendar
Close Schedule |
||||||||||
• Cobra Quarterly Tax Credit Entry — Use the
SHPS Cobra Detail summarized and entered into ADP
Payroll Tax Input to update the 941 Cobra Credit |
||||||||||
• Quarterly Interface File — Use the ADP
Infinium Quarterly Tax Extract to create the ADP
Quarterly Tax Reporting File |
||||||||||
• ADP TAX Reconciliation — Use the Infinium
Quarterly Tax Report to reconcile ADP Quarterly Tax
Reports |
||||||||||
• Quarter Close & Statutory Reporting — Use
Service Receiver approval to ADP for Quarterly
Processing to make quarterly statutory payments and
reporting |
||||||||||
• Quarterly Report Distribution ADP — Use the
Quarterly Reports Posted to Web Site to distribute
Statement of Deposits, 941Cobra Credit, State &
Local Wage Detail |
||||||||||
• Quarterly Invoice Payments — Use ADP
Invoice to make ADP Wire Payments |
||||||||||
• Quarterly Federal & State Tax Amendments —
Use Quarterly Amendment Filing to amended reporting |
||||||||||
• Amendment Payment — Use the invoice to
create ADP Wire Payment |
||||||||||
• Tracers — Use agency notices to conduct ADP
research |
||||||||||
• Tracer Payments — ADP agency notice research
to make payment of Agency Notices |
||||||||||
• Close Tax ID — Use ADP header to close
company so no future reporting in ADP |
||||||||||
• Close Tax ID — Use the Agency notification
of account closed to conduct final reconciliation |
||||||||||
| Provide Canadian Tax Processing. | ||||||||||
• Canadian Tax Withholding — Using Canadian
Tax Deductions provided by Service Receiver input
Service Provider will complete Employee/Employer Tax
Withholding/Liability
|
Weekly Tax Payments | |||||||||
• Canadian Tax Payments — Using Payroll
Registers provided by Service Receiver, Service
Provider will make Canadian Tax Payment
|
Xxxxxxxx X0, X0X & RL Reporting |
12
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Year End Pension Calculation — Using the
Canadian Pension Plan Policy provided by Service
Receiver, Service Provider will compute Pension Plan
Calculation |
||||||||||||
• RL1 & T4 Reporting — Using the Infinium
Canadian Year End Process, Service Provider will
complete T4 & RL1 Forms & XML Reporting |
||||||||||||
| Provide Puerto Rico Tax Processing. | ||||||||||||
• Puerto Rico Tax Withholding — Using Tax
Deductions Service Provider will calculate tax
withholding for Service Receiver
|
Weekly Tax Payments | |||||||||||
• Puerto Rico Tax Payments — Using Payroll
Registers provided by Service Receiver, Service
Provider will make Puerto Rico Tax Payments
|
Annual W2P & W3P Reporting | |||||||||||
• Puerto Rico Year End Reporting — Using W2 &
W3 Reporting Service Provider will make Employee &
Employer Year End Tax Reporting |
||||||||||||
| Support the legal/regulatory audits documented below. | ||||||||||||
• ACE — Worker Compensation Audit |
||||||||||||
• Tax Audits |
||||||||||||
• D&T Benefit Audit
|
4 Audits/Month | |||||||||||
• SOX Audit |
||||||||||||
• Disaster Recovery |
||||||||||||
• ACS — 401K Compliance Testing |
||||||||||||
• XX Xxxxxx — 401K Compliance Testing |
||||||||||||
• Data Mining — Payroll |
||||||||||||
• Service Provider will run the custom queries
documented in Attachment C once a month
|
Monthly | |||||||||||
| Provide Guam Tax Processing. | ||||||||||||
• GUAM Tax Withholding — Using Tax Deductions
provided by Service Receiver, Service Provider will
calculate Tax withholding |
||||||||||||
• GUAM Tax Payments — Using the payroll
registers Service Provider will make GUAM tax
payments |
Annual W2G & W3G Reporting | |||||||||||
• GUAM Year End Reporting — Using W2 & W3
Reporting, Service Provider will make Employee &
Employer Year End Tax Reporting
|
||||||||||||
HR-Benefits-02
|
Human Resources, Benefits, Training, | Infinium and HRSS Support/Communication for handling of Service Receiver questions: | ||||||||||
| & Compliance Support | ||||||||||||
• Daily Service Receiver Issue Handling -
Service Receiver users can make a phone call or send
an email to ask questions related to
employee data and/or transactional history
stored in Infinium/HRSS; M-F 8-5pm EST except U.S.
holidays;
|
201/month | 18 | Cost plus 2% – 10% | |||||||||
• Data Input Questions Covered in User Manual |
||||||||||||
• System Requirements-Upgrades/System Changes
Maintenance (Federal/State/Local) |
||||||||||||
• Infinium Canned Reports are available for
the service receiver to access and review. Service
Provider will be responsible for ensuring that |
||||||||||||
13
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| reports required for legal or regulatory requirements run. | ||||||||||||
• Coordinate issue resolution as needed with
IT, Payroll, SS Accounting, HQ Benefits and/or third
party vendors. |
||||||||||||
• Anything not covered above is considered a
special request to be handled using on a Time &
Materials basis as outlined in the Additional
Pricing Section of this document. |
||||||||||||
| Benefit Administration and Reporting Internal/External: | ||||||||||||
• Weekly vendor file feed resolution to
national carriers - Service Provider will accept
phone or email from Service Receiver or external
benefits provider and resubmit corrected file feed
or corrected actual employee record based on
request. |
||||||||||||
• Salaried Pension Eligibility file feed
questions from field Service Receiver HR staff will
be triaged by Service Provider and assist Service
Receiver in data correction.
|
327/month | |||||||||||
• Validation Reports from Health & Welfare and
Pension - Service Provider will receive reports
from 3rd party providers listing errors
related to health & welfare data and Service
Provider will assist Service Receiver HR field staff
to make appropriate changes |
||||||||||||
| Services for Service Receiver supervisors on payrolls that are not administered via the Fort Xxxxx Infinium System: | ||||||||||||
• Service Provider will create and/or update
Job/Position Codes upon request from the Service
Receiver |
||||||||||||
• Service Provider will add an international
supervisor as a new hire upon request from the
Service Receiver |
||||||||||||
• Service Provider will attach an
international supervisor to an Infinium Employee
record upon request from the Service Receiver
|
||||||||||||
• Service Provider will add an international
supervisors’ Concur ID to the appropriate record
upon request from the Service Receiver
|
||||||||||||
| Services for Service Receiver Business Units and/or Infinium Companies that are not supported by local HR staff but administered by HRMS staff in Fort Xxxxx: | 50/month | |||||||||||
• Service Provider will create and or update
Job/Position Code upon request from the Service
Receiver |
||||||||||||
• Service Provider will enter new hires on
personnel side as well as on payroll side upon
request from the Service Receiver |
||||||||||||
• Service Provider will enter salary
changes/address changes/title
changes/transfers/terminations upon request from the
Service Receiver |
||||||||||||
• Service Provider will perform annual merit
increase uploads upon request from the Service
Receiver |
||||||||||||
14
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Service Provider will communicate with
Service Receiver HR contacts from other Service
Receiver business units to coordinate both
transferring in and out of employees upon request
from the Service Receiver |
||||||||||||
• Service Provider will enter payroll changes
including withholding changes/benefit deductions and
catch-ups upon request from the Service Receiver |
||||||||||||
• Service Provider will enter benefit updates
including urgent updates upon request from the
Service Receiver
|
||||||||||||
Service Provider will make Address & Phone number
changes upon request from the Service Receiver |
||||||||||||
• Service Provider will make Benefit Changes
due to qualifying event & Annual Open Enrollment
upon request from the Service Receiver |
||||||||||||
• Service Provider will make Annual Salary
Merit Increases upon request from the Service
Receiver |
||||||||||||
• Service Provider will make Annual Reviews
(if applicable) upon request from the Service
Receiver |
||||||||||||
• Service Provider will make inquiries
relating to benefits and/or personnel information
upon request from the Service Receiver |
||||||||||||
• Service Provider will produce Infinium
Canned Reports upon request from the Service
Receiver |
||||||||||||
• Year-end Standard Benefit Enrollment Copy to
New Plan Year |
||||||||||||
• Year-end Vendor Meetings for open enrollment
file feeds |
||||||||||||
• Data Input Questions Covered in User Manual |
||||||||||||
• Support Special Year End File Feeds to
National H&W Vendors |
||||||||||||
• Standard Communication regarding Annual
Enrollment & Year End Dates
|
Each item in this table will be completed once a year | |||||||||||
• Collaborate with Payroll, Finance and IT for
Year End Closing Processes using all input from
year’s changes and develop project plan to prepare
system for enrollment and year-end processing.
Project will then be started in July, and meetings
with vendors conducted as needed depending on data
from customers. ** Changing benefits providers in
2011 will be a special project using Time &
Materials rates with specific notification on
change. |
||||||||||||
HR-Benefits-03
|
Training | Service Provider will take requests from Service Receiver HR manager to conduct periodic WebEx training of how to use Infinium systems and conduct the training for the Service Receiver. | 1/month | 18 | Time and Materials | |||||||
SS-Payroll Acct-04
|
Payroll Accounting | Provide Payroll Accounting services. | ||||||||||
• Payroll Journals — Service Provider will use
the payroll register summary from the Service
Receiver to balance and post payroll journals for
each payroll cycle for the Service Receiver
|
1972 annually | 18 | Cost plus 2% - 10% | |||||||||
15
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Payroll Balance Sheet Accounts — Service
Provider will use the payroll month end close
document from the Service Receiver to reconcile the
payroll balance sheet accounts for the Service
Receiver
|
3060 annually | |||||||||||
• Employee Deductions — Service Provider will
use completed payroll cycles document from Service
Receiver to remit employee deductions for the
Service Receiver
|
364 annually | |||||||||||
• Employee Benefits for ISP,401 (K) and
Insurances — Service Provider will use completed
payroll cycles document and payroll queries from
Service Receiver to validate, reconcile and remit
employee benefits for ISP, 401(k) and insurances for
the Service Receiver
|
205 annually | |||||||||||
• ADP Payroll Taxes — Service Provider will
use completed payroll cycles, payroll queries, and
ADP invoices from the Service Receiver to validate,
reconcile, and remit all Payroll Taxes to ADP
|
240 annually | |||||||||||
• Interface File Transmission - Service
Provider will use completed payroll cycles and
payroll queries from the Service Receiver to
transmit interface files to 3rd party vendors on
behalf of the Service Receiver
|
195 annually | |||||||||||
• Benefits Reporting — Service Provider will
use the year end close information from the Service
Receiver to provide annual reporting of benefits to
the Service Receiver
|
10 annually | |||||||||||
• ADP Federal and State Taxes — Service
Provider will use tax extract and file feed from ADP
from Service Receiver to journalize ADP Federal and
State Tax Activity for the Service Receiver
|
240 annually | |||||||||||
• ADP Mid Year Conversions — Service Provider
will use YTD tax amounts information from Service
Receiver to perform ADP midyear conversions for the
Service Receiver
|
5 annually | |||||||||||
• Non-supported ADP — Service Provider will
use completed payroll cycles information from
Service Receiver to remit non-supported ADP taxes
for the Service Receiver
|
12 annually | |||||||||||
• Control Files for 401(k) and ISP- Service
Provider will use information from business units or
HQs from the Service Receiver to maintain and
control files for 401(k) and ISP for the Service
Receiver
|
30 annually | |||||||||||
• Payroll Bank Account — Service Provider will
use bank account statements from the Service
Receiver to reconcile payroll bank accounts for the
Service Receiver
|
24 annually | |||||||||||
• Unclaimed Payroll Property- Service Provider
will use bank account statements from Service
Receiver to manage unclaimed payroll property for
the Service Receiver
|
200 annually | |||||||||||
16
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Automated Bank Functions- Service Provider
will use cleared bank files from the Service
Receiver to process post cleared checks in the
Infinium payroll
|
12 annually | |||||||||||
• Year to Date Analysis for 401k— The Service
Provider will use the Year End Payroll Close from an
internal business unit within the Service Provider
to calculate 401k Year to Date totals for employee,
employer, and loans and provide report by vendor to
the Service Receiver.
|
3 annually | |||||||||||
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party
relationships which require interface modifications or re-writes are not included as part of the
scope of this agreement. Should the Service Receiver require such changes, Parties agree to
negotiate in good faith with regard to such modification. In the event modifications to the
services provided are required by law for only the Service Recipient and such modifications
increase the cost for Service Provider, Service Recipient that requires the modifications shall pay
all the additional costs including the costs for the other Service Recipients.
17
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will
make commercially
reasonable best
efforts to assist
Service Receiver in
exiting of this
agreement. These
efforts include: |
||||||
SS-Payroll-05
|
HR/Payroll/Benefits Migration |
• Support
of data extraction
requests from the
Service Receiver
|
Time and Materials Based on Additional Pricing Section | |||
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current state
business processes,
functional data
mapping, and impacts
of design decisions |
||||||
| Service Provider will provide the following
knowledge transfer services: |
||||||
SS-Payroll-06
|
HR/Payroll/Benefits Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by Service
Provider will be
given to the Service
Receiver as it
relates to
Payroll/HR/Benefit
services
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to HR, Benefits and Payroll by Service
Receiver not mentioned in this Schedule or not included within the costs documented in
this agreement, Service Receiver will provide a discreet project request and submit such
request to Service Provider using the formalized Change Request attached as Annex A for
consideration by Service Provider.
Where notice is required a number of business days prior to some required action by
Service Provider, notice must be received by 12 noon Eastern Time to be counted as
received during such business day. Service Provider shall, within a commercially
reasonable period, provide a price quote to be commercially reasonable based on the
current cost of the Services to Service Receiver taking into account, such items as the
specific time the request was made, service delivery volumes, exit planning activities,
and other activities Service Provider is currently engaged in at the time of the request,
but not later than 30 days after the request was made. If Service Provider, in its sole
discretion determines (i) such request would increase the ongoing operating costs for
Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period
requested without interrupting the Services provided to itself or any other service
receiver. Service Provider need not provide a price quote or perform the services.
Where a price quote is provided, Service Provider shall provide the service requested
upon acceptance of the price.
18
LOCATIONS
Services are initially provided from Fort Xxxxx, IN, USA to Canada and USA locations.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will provide accurate and timely employee maintenance, time and attendance data and payroll adjustments required to produce pay checks. In conjunction with the preceding, Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| • | Service Receiver will be responsible for providing new tax registration requirements to Service Provider. Applicable tax registration information will be provided to Service Provider as required to complete tax registration. | ||
| • | Service Receiver will be responsible for providing configuration changes to Service Provider including taxes, income, deductions, banking and benefits using the change request process and forms provided by Service Provider. | ||
| • | If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Service Receiver will setup and make available to Service Provider a disbursement account from which Service Provider utilizes draft authorization to process payroll. Service provider will request funding for payroll checks, payroll direct deposits, payroll taxes, and other benefit remittances from the Service Receiver Treasury Headquarter location. Service Provider will open and own payroll bank accounts for the payroll transactions. Funding is required in the bank account one day prior to the value date. Late funding of the payroll account by the Service Receiver may result in delay of payroll checks, applied 401(k) funds, and benefit payments. Any outstanding liabilities associated to payroll tax and benefits will remain on Service Provider’s general ledger at month end. Service Provider will retain interest earned, if any, on residual account balances and will pay all standard account related service fees. Any service fee associated with Non Sufficient Funds due to the Service Receiver will be the responsibility of the Service Receiver. Service provider will remit employee deductions from the Service Provider Accounts Payable bank account. Service Provider will collect the funds from the Service Receiver thru a 3rd party invoice. |
Dependencies
| • | Service Receiver must actively be engaged on the Infinium Application TSA and related Business Objects Universe for the duration this agreement is in effect. |
19
| • | Service Receiver, in a separate and independent agreement, must have the ADP application and interface active for the period of time in which this agreement is in effect. | ||
| • | Service receiver, in a separate and independent agreement, must have Concur and other Time and Attendance systems listed in Attachment A active and maintained with the correct interfaces and data feeds to Infinium by the Service Receiver for the period of time in which this agreement is in effect. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| • | The services documented within this agreement must be exited at the same time and as such cannot be exited in parts. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion which are received
using High, Medium, or Low. Such classifications shall be consistent with the priorities
Service Provider set for itself as a recipient of services. Incidents classified using
this methodology will be triaged as documented below for SS-Payroll-01, HR-Benefits-02,
and HR-Benefits-03:
| SLA | Response Time | Resolution | ||
High
|
Within 24 hours of receiving notification during normal business hours | Within 24 — 48 hours of response during normal business hours | ||
Medium
|
Within 48 hours of receiving notification during normal business hours | Within 48 — 120 hours of response during normal business hours | ||
Low
|
Within 120 or more hours of receiving notification or as scheduled during normal business hours | Within 120 hours of response during normal business hours |
In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver
and work together to try and resolve such incidents.
20
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
21
ATTACHMENT A
Inbound Interfaces:
| Program | Source | Destination | ||||||||
| Interface Name | Name | Business Purpose | Vendor | System | System | |||||
| XRCISPDP | Dependents | ACS | Infinium | ACS | ||||||
| XYCISP XYCISP2 |
ACS Salary ISP and Pension | ACS | Infinium | ACS | ||||||
| XPRCADPCHK | Create ADP Tax Journal | ADP | Infinium | ADP | ||||||
| XPRGMADPC | Maintain ADP Tax Controls | ADP | Infinium | ADP | ||||||
| XPYCADPDWN | ADP Periodic &Qtrly File Downld | ADP | Infinium | ADP | ||||||
| XPYGADPBAL | ADP Balance Report | ADP | Infinium | ADP | ||||||
| XPYGADPCHG | Refresh ADP Employee Number | ADP | Infinium | ADP | ||||||
| XECBRUC | Unemployement emps | Xxxxxxx | Infinium | Xxxxxxx | ||||||
| US__RELOWAGE__UPDATE.CARTUS | CARTUS | Infinium | CARTUS | |||||||
| XPYPCTWRC | Send Cartus Receipt of gr | CARTUS | Infinium | CARTUS | ||||||
| XPYCEEMT | Concur — Employee Master File Feed | Concur | Infinium | Concur | ||||||
| TEG002C | Employee information | Concur | Infinium | Concur E-Xpense | ||||||
| XPYCEEMT | FTP Employee information | Concur | Infinium | Concur | ||||||
| XCHCEXTEMP | Export Employees to Concur | Concur | Infinium | Concur | ||||||
| US Bank — Concur Travel | Concur | Infinium | Concur | |||||||
| Garnishments | County Government | Infinium | County Government | |||||||
| XECEMED | Empire Eligbility and HDHP Mellon pass thru | Empire/Blue | Infinium | Empire/Blue | ||||||
| XPYGKRONOS | 800 EVHR employee Infinium Data feed to (800)(Kronos) System | ITT | Infinium | Kronos | ||||||
| NPYPCIMA | Employee feed 500 | ITT | Infinium | Xxxxxx | ||||||
| NPYCCIM1ST | Xxxxxx’x Full Employee Master Update To Cim | ITT | Infinium | Xxxxxx | ||||||
| XYCEEMIPG | Download Employee Date to IPG — Daily (ER 810 92SHR) | ITT | Infinium | Goulds | ||||||
22
| Program | Source | Destination | ||||||||
| Interface Name | Name | Business Purpose | Vendor | System | System | |||||
| XPYG880D | Prudential Demographics 880 | Prudential | Infinium | Prudential | ||||||
| XPYG881D | Prudential Demographics 881 | Prudential | Infinium | Prudential | ||||||
| XPYPRUDEM | Send Prudential Demographics Systems | Prudential | Infinium | Prudential | ||||||
| XPYP880D, 881D, 882D, 883D |
Prudential Systems Demographics(ENI, CAP, CMC, ECI) | Prudential | Infinium | Prudential | ||||||
| XECNHC | Cobra — New Hire | SHPS | Infinium | SHPS | ||||||
| XRCFSA | FSA — Deduction feed to SHPS | SHPS | Infinium | SHPS | ||||||
| XPYCSBBLD | Stock Options Eligibility | Xxxxx Xxxxxx | Infinium | Xxxxx Xxxxxx | ||||||
| XRCSBP | Xxxxx Xxxxxx CODES FILE | Xxxxx Xxxxxx | Infinium | Xxxxx Xxxxxx | ||||||
| XRCSBP | Xxxxx Xxxxxx EMAIL ADDRESSES | Xxxxx Xxxxxx | Infinium | Xxxxx Xxxxxx | ||||||
| XRCSBP | Xxxxx Xxxxxx PARTICIPANTS | Xxxxx Xxxxxx | Infinium | Xxxxx Xxxxxx | ||||||
| XPEGNH | New Hire | State of Indiana | Infinium | State of Indiana | ||||||
| XPEGWEBMD | WebMD ELIGIBILITY | WebMD | Infinium | WebMD | ||||||
| CCHCPWFTP | FTP CCUSECHD2 — Well Fargo password change | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| XPYCWFPAY | CLP to send payroll ACH file to Xxxxx Fargo | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| XPYCWFPOS | CLP to run entire Xxxxx Fargo pos pay process | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| XYGEXTCA | modified International ACH file for ALL of CANADA | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| NWBPAYTRN | Direct deposit transmission | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| NWBCHK01 | Send Check Recon to bank | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| CCUCPWDR | Re-send check recon to bank | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| XPYCCTACH | Payroll ACH | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
23
| Program | Source | Destination | ||||||||
| Interface Name | Name | Business Purpose | Vendor | System | System | |||||
| XRCECEMP1 | Active Directory | ITT | Infinium | ITT | ||||||
| XEMGP2E | HM Update Health Mast — Defense Companies | ITT-HM | Infinium | HM | ||||||
| XPEGHYPR | Hyperion Planning- Build Transmission file | ITT Hyperion | Infinium | Hyperion | ||||||
| XPYGMXLP | SAP AUTO PAY Benefit Deductions sent to Seneca Fall SAP system | ITT SAP | Infinium | SAP P2P | ||||||
| XPECJHUP | Send file to Xxxxxxx | Xxxx Xxxxxxx | Infinium | Xxxx Xxxxxxx | ||||||
| XECJHLT | Xxxx Xxxxxxx Eligbility | Xxxx Xxxxxxx | Infinium | Xxxx Xxxxxxx | ||||||
| NEW Development | 401K Feedback file from XX Xxxxxx | XX Xxxxxx | Infinum | XX Xxxxxx | ||||||
| XECKMED | KAISER ELIGIBILITY | Kaiser Permanete | Infinium | Kaiser Permanete | ||||||
| XECUBSOUT | Transmit file to Life Plus for Xxxxx | Xxxxx | Infinium | Xxxxx | ||||||
| XPYCJH08 | Upload Life Plus file | Xxxxx | Infinium | Xxxxx | ||||||
| XECLP | LifePlus Eligibility | Xxxxx | Infinium | Xxxxx | ||||||
| XPYCHSA2 | HSA Send Extract File From Robot Job | Mellon | Infinium | Mellon | ||||||
| XPYCMM | Medco Prescription | Merck Medco | Infinium | Merck Medco | ||||||
| XPRCMLE | Metlife ltd/std mth - GL Advices | Metlife Advices | Infinium | Metlife | ||||||
| XPRCML5SGL | Metlife LTD/STD ( Menu option) | Metlife Advices | Infinium | Metlife | ||||||
| XRCMETDTF | Metlife Dental | Metlife Dental | Infinium | Metlife Dental | ||||||
| XRGVA1 XRGVA3 XRGVA4 | Print Voluntary Accident Monthly report data | National Union Fire | Infinium | National Union Fire | ||||||
| XECPMED | PACIFICARE ELIG | PACIFICARE | Infinium | PACIFICARE | ||||||
| XPYPRURL1 | Prudential Loans Systems | Prudential | Infinium | Prudential | ||||||
| XPYC880O | ENI Prudential Dollar Send - 800 | Prudential | Infinium | Prudential | ||||||
| XPYC881O | CAP Prudential Dollar Send - 881 | Prudential | Infinium | Prudential | ||||||
| XPYC883O | ECI Prudential Dollar Send - 883 | Prudential | Infinium | Prudential | ||||||
24
ATTACHMENT B
The following table documents the process day for the in-scope pay cycles:
| Paid | Required | |||||||||||||||
| EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
GOULDS PUMPS CANADA (IPG)
|
CGOBW | BI WEEKLY CGO | B | X | Pay Week - Monday | ITTCO | Mon - 2pm | |||||||||
ONTARIO PRO SERVICES CENTER
|
CONBW | BI WEEKLY CON | B | X | Pay Week - Monday | ITTCO | Mon - 2pm | |||||||||
ITT XXXXXX
|
BIWBW | BIW BI WEEKLY | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT XXXXXX
|
BIWHR | BIW HOURLY | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT XXXXXX
|
BWCAN | BI WEEKLY XXXXXX | B | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT XXXXXX
|
HRCAN | XXXXXX HOURLY EMPLOYEES | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT VEAM, LLC
|
BWVEA | VEAM SALARY | B | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT VEAM, LLC
|
HRVEA | HOURLY VEAM | B | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT CORPORATION
|
BWIND | ITT INDUSTRIES BI - WEEKLY | B | X | Pay Week - Tuesday | Unknown | Tues - 2pm | |||||||||
COMPUTER & EQUIP LEASING CORP
|
CELBW | COMPUTER & EQUIP LEASING | B | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT TRANSPORTATION XXXX XXXX
|
XXXXX | XXX XX | X | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AERHR | AEROSPACE HOURLY AH | W | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AESAL | AEROSPACE SALARY AP | B | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AMOHR | AMORY HOURLY FH | W | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AMSAL | AMORY SALARY FS | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
25
| Paid | Required | |||||||||||||||
| EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT FLUID TECHNOLOGY
|
CTBW | C’TREAT BW | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
EVHR | ENG VALVES HOURLY | W | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
EVSAL | ENG VALVES SALARY EV | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
GRSAL | GRINDEX SALARY GR | B | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
MFCBW | MOTION FLOW CONTROL SALARY | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
SHBW | SHEROTEC BW | B | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
SHHR | SHEROTEC HOURLY ST | W | X | Pay Week - Monday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
WTBW | WET | B | X | Pay Week - Monday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
CARBN | CARBON INDUSTRIES | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
EVZHR | DIV- IPG, UNITS XX,XX,QU WEEKLY | W | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
H9WPS | PRO SHOP SALARY TX - BI- WEEKLY | B | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
PROBW | BI WEEKLY CYCLE | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
9XLCS | CITY OF INDUSTRY SALARY | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
9XLSA | XXXXX’X IPG BI-WEEKLY SALARY | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
92SHR | SF UNION - IPG- SU,CPG- WU WKLY | W | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
26
| Paid | Required | |||||||||||||||
| EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT CORPORATION(FRC)
|
FRCSA | XXXXX SHARED SERVICES | B | X | Non Pay Week - Thursday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS PA
|
H9XSA | ASHLAND SALARY | B | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS XXX
|
X0XXX | IPG SALARY | B | X | Non Pay Week - Thursday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION(ENIDINE)
|
EAHR | ENIDINE WEEKLY HOURLY EA | W | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION (ENIDINE)
|
EASAL | ENIDINE BI-WEEKLY SALARY EA | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION (CAP)
|
CAHR | CAP WEEKLY HOURLY CA | W | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION (CAP)
|
CASAL | CAP BI-WEEKLY SALARY CA | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
XXXX | BILLERICA HOURLY CM | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
BISAL | BILLERICA BI-WEEKLY SALARY CM |
B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
CMHR | CMC BI-WEEKLY HOURLY CM | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
CMSAL | CMC BI-WEEKLY SALARY CM | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT-KALIBURN INC.
|
KBHR | KALIBURN HOURLY (BI-WEEKLY) | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT-KALIBURN INC.
|
KBSAL | KALI BURN SALARY (BI-WEEKLY | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT KONI
|
BWFRI | KONI FRICTION SALARIED | B | X | Non Pay Week - Thursday | ITTCO | Tues - 2pm | |||||||||
ITT KONI
|
BWKON | Bl WEEKLY KONI | B | X | Non Pay Week - Thursday | ITTCO | Tues - 2pm | |||||||||
27
ATTACHMENT C
Custom Queries to be run once a month by service provider:
| Application Used to Produce | ||||||||
| Query/Report Name | Information | Provider | Information Supplied | Frequency of Request | ||||
DWA87200_MonthYear
|
Infinium Query | Xxxxxx Xxxxx | Salaries Information of employees on Severance (Income Codes 00140 and 00270) | Monthly | ||||
Payroll by Individual
|
Business Objects | Xxxxx Xxxxxxx | Payroll information of HQ Employees with names and cost centers | Monthly | ||||
Headcount
|
Business Objects | Xxxxxx Xxxx | Payroll information of HQ Employees with names and cost centers | Monthly |
28
SCHEDULE CA3
SECURITY OPERATIONS CENTER
SECURITY OPERATIONS CENTER
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxxx Xxxxxxx Exelis Inc. |
Business Area Manager, Cyber Security Programs |
xxxx.xxxxxxx@xxx.xxx | ||||
| Xxxx Xxxxxxxxx ITT Corporation |
Chief Information Security Officer | xxxx.xxxxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Information Technology — Security Operations Center (IT-SOC)
Support Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Transaction | Period | Service | |||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
IT-SOC-01
|
Security Operations Center Support Services |
Provide IT Security event monitoring and intrusion detection; and serves as a single point for information security related issues: | ||||||||||
• Environmental Awareness — Service Provider
will provide environmental awareness activities,
including Risk/Threat Analysis
|
Analysis per Month | 3 | Cost plus 2% - 10% | |||||||||
• Management and Administration of Global IDS/IDP
Security Devices — Service Provider will manage and
administer Global IDS/IDP Security Devices.
|
Modifications per Month | |||||||||||
• Network Data Aggregation, Normalization, and
Correlation —.Service Provider will provide network
data aggregation, normalization, and correlation for
the Service Receiver. Service Provider will provide
centralized management of network and security event
logs collected from multiple sources. Log and/or event
monitoring sources will include, but not limited to,
technologies such as:
|
Security Events per Second | |||||||||||
o Firewalls |
||||||||||||
o VPN concentrators |
||||||||||||
o Intrusion Detection/Prevention appliances |
||||||||||||
o Content filters |
||||||||||||
o As well as other approved and agreed upon controlled
points that can provide insight and/or generate alerts
that detect real time threats to the enterprise |
||||||||||||
Service Provider will also leverage multiple levels of
alerting and threat identification to include: |
||||||||||||
o Predefined alerts |
||||||||||||
o Network anomaly detection rules |
||||||||||||
o Emerging cyber threat monitoring |
||||||||||||
Service Provider will ensure compliance with legal,
regulatory, and internal policies regarding records
management, incident documentation, and data retention
requirements for data within Service Provider’s
control. |
||||||||||||
• Help Desk — Service Provider will make
available the IT-SOC Help Desk, via phone or email, to
provide assistance for security-related issues or
concerns to the Service Receiver’s IT and/or Management
staff.
|
Contacts per Month | |||||||||||
• Metrics/KPIs Reporting — Service Provider will
provide metrics to communicate overall effectiveness of
IT-SOC activities and investigations. Service Provider
is able to organize, manage, and visualize data, as
well as produce reports that identify baselines and
projected targets; trending; and standardized key
metrics tailored to Service Receiver’s business needs.
|
Status Report per Week | |||||||||||
2
Service Provider will have the necessary United States Government security clearances to
enable and leverage interaction with Federal/State/Local Government and Department of Defense
Agencies in support of investigations, compliance issues, and/or threat related activity and
information sharing at the request of Service Receiver. Such interaction can include, but not
limited to, agencies such as:
| • | Federal/State/Local Law Enforcement (Investigations) | ||
| • | Department of State / Department of Commerce (Compliance) | ||
| • | Department of Defense | ||
| • | The Defense Industrial Base (DIBNet-U and DIBNet-S) Interaction and Information Sharing |
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications
3
increase the cost for Service Provider, Service Recipient that requires the modifications shall pay
all the additional costs including the costs for the other Service Recipients.
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
IT-SOC-02
|
Security Operations Center Migration | Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | Time and Materials Based on Additional Pricing Section | |||
• Support of
data extraction
requests from the
Service Receiver |
||||||
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state of the Security
Operations Center |
||||||
IT-SOC-03
|
Security Operations Center Knowledge Transfer | Service Provider will provide the following knowledge transfer services: | Time and Materials Based on Additional Pricing Section | |||
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Security Operations
Center |
Supplemental Services
For requests for supplemental services relating to Information Technology — Security Operations
Center by Service Receiver not mentioned in this Schedule or not included within the costs
documented in this agreement, Service Receiver will provide a discreet project request and submit
such request to Service Provider using the formalized Change Request attached as Annex A for
consideration by Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period
4
requested without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
LOCATIONS
Services are initially provided from Rome, NY, USA to global locations.
PREREQUISITES/DEPENDENCIES
| • | If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Service Receiver must coordinate with Service Provider to ensure that either direct access to Receiver’s network is available, or access to a data collector in Receiver’s network is available for the period of this TSA. | ||
| • | Service Receiver must configure its appliances in order to forward data logs to Service Provider. | ||
| • | Service Receiver must provide appropriate global administrative credentials to Service Provider in order to manage intrusion prevention system. | ||
| • | Service Receiver must provide a list of appropriate contacts and points of escalation. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
5
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such classifications shall
be consistent with the priorities Service Provider set for itself as a recipient of services.
Incidents classified using this methodology will be triaged as documented in Attachment A.
In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver
and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
ATTACHMENT A
The IT-SOC staff is accessible, based on need and criticality, 24 hours a day, 7 days a week,
365 days a year, through the usage of on-call staff to assist with any IT Security related
incident.
The IT-SOC Help Desk can be reached by phone or email and is ready to provide assistance for any
information security related and concerns. Depending on the urgency, severity, and scope of the
problem, there are two recommended contact methods:
| 1. | ITT IT Security Operations Center: Phone: (Mondays — Fridays; 7 am—5 pm ET) Email: |
| 2. | In instances where there is an emergency or suspected situation occurring, please contact the IT-SOC Director and/or Assistant Director directly, 24/7, utilizing the contact information below: |
| • | Director | ITT IT Security Operations Center |
| • | Assistant Director | ITT IT Security Operations Center |
7
SCHEDULE CA4
BUSINESS OBJECTS PROFESSIONAL
SERVICES
BUSINESS OBJECTS PROFESSIONAL
SERVICES
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxxxx Xxxxxxxx
Exelis Inc. |
Senior Systems Analyst | xxxxx.xxxxxxxx@xxx.xxx | ||||
| Xxxx Xxxxxxxxx
ITT Corporation |
Global data and Reporting Services Manager | xxxxxxx.xxxxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Business Objects Professional Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support Service Provider’s
business and business processes in the twelve months prior to the Distribution Date.
1
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Transaction | Period | Service | ||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
IT-BO-01
|
Business Objects Support Services | Provide Business Objects Professional Services to support Business Intelligence and Extract Transform Load (ETL) toolset support: | 12 | Time and Materials Based on Additional Pricing Section | ||||||||
• Universe
Design & Architecture
- The Service
Provider, on receipt
of a Universe Design
& Architecture
request initiated by
phone or email from
the Service Receiver,
will record and track
the request in the
Service Provider’s
ticketing (ISR)
system. Included
with a request, the
Service Provider will
provide to the
Service Provider
source database
schema, end user
participation input
and other reporting
requirements in order
for the Service
Provider to provide
the Service Receiver
with a document
outlining best
practices and
recommendations for a
universe design,
given the provided
criteria. The
Service Receiver will
implement any and all
changes that they
deem necessary.
Note: Universe Design
& Architecture
service for one
Universe may take
between two weeks and
three months of
effort, depending on
complexity. |
Unlimited | |||||||||||
• Security
Administration — The
Service Provider, on
receipt of a Security
Administration
request initiated by
phone or email from
the Service Receiver,
will record and track
the request in the
Service Provider’s
ticketing (ISR)
system. The Service
Receiver will provide
to the Service
Provider access to
the CMC or a Service
Receiver BOE Admin,
with detailed
knowledge of current
security
configuration. Using
this access, resource
and information,
Service Provider will
analyze and trouble
shoot the Service
Receiver’s issue, and
provide a document
with recommendations
for security
configurations to the
Service Receiver.
The Service Receiver
will implement any
and all changes that
they deem necessary.
|
10-15/month | |||||||||||
2
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Transaction | Period | Service | ||||||||||
| Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Database
Utilization Analysis
— The Service
Provider, on receipt
of a Database
Analysis request
initiated by phone or
email from the
Service Receiver,
will record and track
the request in the
Service Provider’s
ticketing (ISR)
system. Service
Receiver will provide
source database
schema, end user
participation input
and other reporting
requirements with
Source Database
Administrator
participation. Using
this information, the
Service Provider will
provide the Service
Receiver a document
detailing possible
adjustments to
improve performance
or accuracy if any
are able to be
determined.
|
1/month | |||||||||||
• Connectivity
Troubleshooting —
The Service Provider,
on receipt of a
Connectivity
Troubleshooting
request initiated by
phone or email from
the Service Receiver,
will record and track
the request in the
Service Provider’s
ticketing (ISR)
system. The Service
Receiver will provide
to the Service
Provider access and
use of Source
Database
Administrator,
Service Receiver BOE
Admin and possible
Network Administrator
participation to
exhaust all known
troubleshooting steps
and document
resolution of Service
Receiver’s complaint.
The Service Receiver
will implement any
and all changes that
they deem necessary.
|
1-3/month | |||||||||||
• Business
Objects
Administration — The
Service Provider, on
receipt of a Business
Objects
Administration
request, initiated by
phone or email from
the Service Receiver,
will record and track
the request in the
Service Provider’s
ticketing (ISR)
system. The Service
Provider will work
with any applicable
policy or standard
procedures and
reporting
expectations with
Service Receiver BOE
Admin or Server Admin
participation, to
provide the Service
Receiver with a
document detailing
recommendations for
settings,
configurations and
the set-up for
Business Objects
Enterprise. The
Service Receiver will
implement any and all
changes that they
deem necessary.
|
1-5/month | |||||||||||
3
Service Volumes Greater Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented in this agreement | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
IT-BO-02
|
Business Objects Knowledge Transfer | Service Provider will provide the following knowledge transfer services: | Time and Materials Based on Additional Pricing Section | |||
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Business Objects |
Supplemental Services
For requests for supplemental services relating to Business Objects Professional services support
by Service Receiver not mentioned in this Schedule or not included within the costs documented in
this agreement, Service Receiver will provide a discreet project request and submit such request to
Service Provider using the formalized Change Request attached as Annex A for consideration by
Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently
4
engaged in at the time of the request, but not later than 30 days after the request was made. If
Service Provider, in its sole discretion determines (i) such request would increase the ongoing
operating costs for Service Provider (as a service recipient) or any other service receiver or (ii)
that it is not capable of making such changes with its current staff during the time period
requested without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
LOCATIONS
Services are initially provided from Fort Xxxxx, IN, USA, to USA locations.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain the Business Objects application. | ||
| • | If Service Receiver provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| • | Service Receiver must provide admin level rights to Service Provider as needed to Service Receiver’s maintained Business Objects application server. | ||
| • | Service Receiver must keep the TSA Gateway active and accessible to the Service Provider as needed for the period of this TSA. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set for
itself as a recipient of services.
In the event incidents cannot be resolved, Service Provider shall promptly notify
Service Receiver and work together to try and resolve such incidents.
5
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
SCHEDULE CA5
INFINIUM APPLICATION SERVICES
INFINIUM APPLICATION SERVICES
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxx Xxxxxxxx Exelis Inc. |
Enterprise Applications Manager | xxx.xxxxxxxx@xxx.xxx | ||||
| Xxx XxXxxx ITT Corporation |
Application Services Manager | xxx.xxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will provide Infinium Application Support Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Transaction | Period | Service | |||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
IT-Infinium-01
|
Infinium Application HR, Payroll and related GL Support Services | Provide Infinium
Application HR,
Payroll, and General
Ledger Related
Support Services: |
65 calls/ month 6 calls/ month |
18 |
Cost will be passed through as part of the HR/ Payroll/Benefits TSA | |||||||
• Access to
Infinium Application
— Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days. • Infinium
Support & Maintenance
— Service Provider
will monitor incident
resolution requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. • Infinium
Database Support —
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments. • Custom
reports and data
extracts will be
provided as necessary
to support legal,
audit and |
||||||||||||
2
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Transaction | Period | Service | |||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
compliance
tasks when requested
by authorized
individuals. • Ad-Hoc
development/services
or processing of
reports consistent
with what was
provided in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any new
Ad-Hoc reporting
requirements will be
considered
out-of-scope and will
be provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. • Any
modification of
3rd Party
Interfaces consistent
with support of BAU
or seasonal business
processes which were
provided with
existing internal
resources in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any
changes to 3rd party
relationships which
require new interface
modifications or
re-writes are not
included as part of
the scope of this
agreement and will be
provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. |
||||||||||||
| Provide Infinium
Application General
Ledger Support for
Enterprise Accounting
Function: |
||||||||||||
IT-Infinium-02 |
Infinium Application GL Services for Enterprise Accounting Function Support Services | • Access to
Infinium Application
— Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days. • Infinium
Support & Maintenance
— Service Provider
will monitor incident
resolution |
18 | Cost will be passed through as part of General Ledger Accounting — ITT HQ TSA | ||||||||
3
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Transaction | Period | Service | |||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. • Infinium
Database Support —
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments. • Custom
reports and data
extracts will be
provided as necessary
to support legal,
audit and compliance
tasks when requested
by authorized
individuals. • Ad-Hoc
development/services
or processing of
reports consistent
with what was
provided in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any new
Ad-Hoc reporting
requirements will be
considered
out-of-scope and will
be provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. • Any
modification of
3rd Party
Interfaces consistent
with support of BAU
or seasonal business
processes which were
provided with
existing internal
resources in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any
changes to 3rd party
relationships which
require new interface
modifications or
re-writes are not
included as part of
the scope of this
agreement and will be
provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. |
65 calls/ month 6 calls/ month |
|||||||||||
IT-Infinium-03 |
Infinium Application AP and CM Support Services | Provide Infinium
Accounts Payable and
Currency Management
Support for
Enterprise Accounting
Function: |
18 | Cost will be passed through as part of General Ledger Accounting — ITT HQ TSA | ||||||||
• Access to
Infinium Application
— Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to |
||||||||||||
4
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Transaction | Period | Service | |||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days. • Infinium
Support & Maintenance
— Service Provider
will monitor incident
resolution requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. • Infinium
Database Support —
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments.
|
20 calls/ month 6 calls/ month |
|||||||||||
| * | BAU volumes will be calculated on a rolling 12-month average to account for seasonal fluctuations and any temporary spike in service volumes post-spin. | |
| * | For BAU volumes, one incident will be considered the equivalent of one call (regardless of the number of phone conversations related to the same issue). |
Services that will not be provided as part of this agreement are:
| • | Employee Self Service Module (including Online Benefits Enrollment) |
5
Service Volumes Greater Than or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the
one-time set-up fees. The table below will then apply following the completion of the one-time
set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications increase the cost for Service Provider,
Service Recipient that requires the modifications shall pay all the additional costs including the
costs for the other Service Recipients.
6
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
IT-Infinium-04
|
Infinium Migration |
Service Provider will
make commercially
reasonable best
efforts to assist
Service Receiver in
exiting of this
agreement. These
efforts include: • Support of
data extraction
requests from the
Service Receiver • Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | |||
IT-Infinium-05
|
Infinium Knowledge Transfer | Service Provider will
provide the following
knowledge transfer
services: • Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Infinium Application
and related
interfaces
|
Time and Materials Based on Additional Pricing Section |
Supplemental Services
For requests for supplemental services relating to Infinium Application support services by Service
Receiver not mentioned in this Schedule or not included within the costs documented in this
agreement, Service Receiver will provide a discreet project request and submit such request to
Service Provider using the formalized Change Request attached as Annex A for consideration by
Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver. Service
Provider need not provide a price quote or perform the services. Where a price quote is provided,
Service Provider shall provide the service requested upon acceptance of the price.
7
LOCATIONS
Services are initially provided from Fort Xxxxx, IN, USA to Canada and USA locations for HR
and payroll, and White Plains, NY for GL, AP, and CM.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| • | Any IT services required to support business services outlined in the HR/Payroll/Benefits TSA and which were provided in the 12 months prior to the distribution date will be supported as part of this agreement. | ||
| • | If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such classifications shall be
consistent with the priorities Service Provider set for itself as a recipient of services.
Incidents classified using this methodology will be triaged as documented in Attachment B.
In the event incidents cannot be resolved in the time outlined in Attachment B, Service Provider
shall promptly notify Service Receiver and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
8
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
9
ATTACHMENT A
| Program Name |
Business Purpose | Vendor | Source System |
Destination System |
||||||
| XYCISPACPU XYCISPAC |
AC ISP Rate change file | ACS | ACS | Infinium | ||||||
| XPYCCT200 | Load and List wage request file from Cartus | CARTUS | CARTUS | Infinium | ||||||
| XPYCCT200C | Load Cartus file and process-batch job | CARTUS | CARTUS | Infinium | ||||||
| XPYCCT200P | Bring in Cartus Wage Request file | CARTUS | CARTUS | Infinium | ||||||
| XPYCCT300C | Load Cartus Gross Ups | CARTUS | CARTUS | Infinium | ||||||
| XYGCONCUP | Re-Apply Concur (PYPME History) to Payroll | Concur | Concur | Infinium | ||||||
| XCHGLDEMP | Concur - Load Employees from INFIN | Concur | Concur | Infinium | ||||||
| FPYCEEMTIN XYCEEMTIN XCHCCRTPA |
Expense transations | Concur | Concur | Infinium | ||||||
| XYCEEMTIN | CONCUR - travel process expense records | Concur | Concur | Infinium | ||||||
| FPYCACFTP | Labor feed 800 | Infinium | Aerospace | Infinium | ||||||
| FPYCAMFTP | Labor feed 800 | Infinium | Amory | Infinium | ||||||
| NPYCCNFTP | Labor feed 500 | Infinium | Xxxxxx | Infinium | ||||||
| NPRCNE | Xxxxxx Salary Non-Exempt Employees | Infinium | Xxxxxx | Infinium | ||||||
| FPYCCAPFTP | Load Labor to Daily Time (CAP) | Infinium | CAP | Infinium | ||||||
| FPYCBWSFTP | Lead Labor to Daily Time (CMC- BWS) | Infinium | CMC | Infinium | ||||||
| FPYCFT8FTP | Load Labor to Daily Time (CMC- Ft8) | Infinium | CMC | Infinium | ||||||
| FPYCEVFTP | Labor feed 800 | Infinium | Engvl | Infinium | ||||||
| FPYVCENIFTP | Load Labor to Daily Time (ENI) | Infinium | ENI | Infinium | ||||||
| FPYCGPFTP3 | Labor Feed to Infinium - Xxxxx Pumps 3 - | Infinium | Xxxxx | Infinium | ||||||
| FPYCGPFTP | Labor feed | Infinium | Xxxxx | Infinium |
10
| Program Name | Business Purpose | Vendor | Source System |
Destination System |
||||||
| FPYCGPFTP1 | Labor feed 810 | Infinium | Xxxxx Pumps -92S | Infinium | ||||||
| FPYCGPFTP2 | Labor feed 810 | Infinium | Xxxxx Pumps -9XL | Infinium | ||||||
| FPYCGPFTP3 | Labor feed 810 | Infinium | Xxxxx Pumps -EVZ | Infinium | ||||||
| FPYCKBHFTP | KAL hourly payroll feed | Infinium | Kalburn | Infinium | ||||||
| ? | Labor feed 905 | Infinium | Koni Hr | Infinium | ||||||
| ? | Labor feed 905 | Infinium | Koni Xxx | Infinium | ||||||
| XPEGPR | Promotions | Infinium | Excel | Infinium | ||||||
| CPYCB1WBW | Labor Load (BIWBW) | Infinium | BIWBW | Infinium | ||||||
| CPYCBIWHR | Labor Load (BIWHR) | Infinium | BIWHR | Infinium | ||||||
| XPEG5C3 | Salary Changes | Infinium | Excel | Infinium | ||||||
| NEW Development | 401K Hourly to XX Xxxxxx | XX Xxxxxx | XX Xxxxxx | Infinium | ||||||
| XPYCHCK01 | Receive Long Term Care file | Xxxx Xxxxxxx | Xxxx Xxxxxxx | Infinium | ||||||
| Receive Long Term Care Billing file | Xxxx Xxxxxxx | Xxxx Xxxxxxx | Infinium | |||||||
| XPYCJH01 | Copy from Tape J&HKVI data to file XPYPJHI | Xxxx Xxxxxxx | Xxxx Xxxxxxx | Infinium | ||||||
| XPYCJH07 | Receive life plus file | Xxxx Xxxxxxx | Xxxx Xxxxxxx | Infinium | ||||||
| XECUBSI | Receive Life Plus Input File | Xxxxx | Xxxxx | Infinium |
11
| Interface Name |
Program Name | Business Purpose | Vendor | Source System |
Destination System |
|||||
| Infinum HR Data to Payroll Vendor | Payroll Vendor | Infinium /SAP | Payroll Vendor | |||||||
| Defense Labor feed to Payroll Vendor | Payroll Vendor | iSeries | Payroll Vendor | |||||||
| ITT Labor Feed to Payroll Vendor | Payroll Vendor | iSeries | Payroll Vendor | |||||||
| Water Labor Feed to Payroll Vendor | Payroll Vendor | iSeries | Payroll Vendor | |||||||
| XYCRME | Receive and process autotime - car allowance | Runzheimer | Runzheimer | Infinium | ||||||
| XYCRMEC | Receive and process Can AT- car allowance | Runzheimer | Runiheimer | Infinium | ||||||
| XPYGRNZH MR | Re-Apply Runzheimer (PYPME History) to Payroll | Runzheimer | Runzheimer | Infinium | ||||||
| XPYSBOPT1 | Receive Xxxxx Xxxxxx Options | Xxxxx Xxxxxx | Xxxxx Xxxxxx | Infinium | ||||||
| XPYSBRES1 | Receive Xxxxx Xxxxxx Restricted | Xxxxx Xxxxxx | Xxxxx Xxxxxx | Infinium | ||||||
| XPRGUNWA | United Way Upload to PYPDE | United Way | United Way | Infinium | ||||||
| XPYCWFREC | CLP to receive check recon file from Xxxxx F | Xxxxx Fargo | Xxxxx Fargo | Infinium | ||||||
| XFVCWFREC | Receive Check recon | Xxxxx Fargo | Xxxxx Fargo | Infinium |
12
ATTACHMENT B
Following are the incident priorities and expected resolution target times:
| Priority | Accept | Resolve Incidents | ||
Xxxxxx
|
00 xxxx | 0 xx | ||
Xxxx
|
0 xx | 4 hrs | ||
Medium
|
2 hrs | 8 hrs | ||
Low
|
4 hrs | 48 hrs |
Priority of Incidents
Urgent: System/Component or Program is inoperable, Multiple users effected. No alternatives
or backup is available.
High: Single user with a System/Component or Program that is inoperable. Component degraded with
limited access or functionality. A Workaround is available.
Medium: Job functions can be performed with some restricted functionality. Training, questions or
concerns need to be addressed but production is not affected.
Low: Attention is needed to assist in non-critical situations. A workaround is available.
Recovery Times
In the event of a hardware failure, the hardware vendor will be engaged for repair or replacement.
The anticipated outage period for an event of this nature is 16 hours.
In the event of a failure which results in the database having to be restored, the anticipated
outage would be 6+ hours.
13
SCHEDULE CA6
XXX.XXX EMAIL FORWARDING
INFRASTRUCTURE
XXX.XXX EMAIL FORWARDING
INFRASTRUCTURE
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxxxxxxx Xxxxxx Exelis Inc. |
Messaging Manager | xxxx.xxxxxx@xxx.xxx | ||||
| Xxxxx Xxxxxxx ITT Corporation |
Senior Technical Support Specialist |
xxxxx.xxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform XXX.xxx Email Forwarding Services for Service Receiver.
The primary service is to provide a computer processing platform that supports the business
applications of the Business, which includes IT support for technology infrastructure.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Service | Transaction | Service | ||||||||||
| Service # | Name | Description of Service | Volume | Duration | Charge | |||||||
IT-Email Forwarding-01 |
Email Forwarding Support Services |
Provide Email Forwarding services for email messages sent to XXX.xxx. Service Provider will forward messages to new Service Receiver domain addresses. | Unlimited number of emails forwarded | 18 | Cost plus 2% - 10% | |||||||
| Service Provider will maintain Exchange contact objects in their Active Directory for all legacy XXX.xxx SMTP addresses. | ||||||||||||
| The Service Provider will add additional contact objects within 48 hours of receiving the request from the Service Receiver. Escalations for 4 hour turnaround will be allowed for high profile users and accounts. Each escalation will require Exelis and ITT Corp Messaging Manager agreement before the committed 4 hour turnaround can be processed. | ||||||||||||
Services that will not be provided as part of this agreement are:
| • | Filtering of spam beyond SenderBase reputation level | ||
| • | Legal holds — Emails will not be saved as they will be forwarded to the Service Receiver, and it is the Service Receiver’s obligation to save emails if required by their legal counsel | ||
| • | Updating of Service Receiver’s domain changes |
Service Provider reserves the right to temporary halt the service, provided notification is given
to Service Receiver using commercially reasonable efforts, due to:
| • | Unusual increase in volume of emails | ||
| • | Threats to security | ||
| • | Constraints to network resources |
Should the Service Receiver require changes to the documented services, Parties agree to negotiate
in good faith with regard to such modification.
Exit Services
No exit services will be provided under this agreement.
2
LOCATIONS
Services are initially provided from Fort Xxxxx, IN, USA to global locations.
PREREQUISITES/DEPENDENCIES
| • | The Service Receiver will provide a list of obsolete contact objects that can be removed by the Service Provider on a monthly basis. | ||
| • | Service Provider’s Exchange Organization must be authoritative for the XXX.xxx (Simple Mail Transfer Protocol) SMTP address space and the Service Receiver’s Exchange Organization must not add xxx.xxx to its Email Address Policy for the period of time which this agreement is in effect. | ||
| • | Service Receiver must continue to allow Service Provider to remain the mail exchanger (MX) and entry point for all XXX.xxx email for the period of time which this agreement is in effect. | ||
| • | The Service Receiver will not use the domain xxxxx.xxx.xxx for the period of time which this agreement is in effect | ||
| • | The Service Receiver will coordinate all legacy messaging DNS record changes with the Service Provider. | ||
| • | Service Receiver must have Cisco Iron Port hardware and software licenses active and maintained for the period of time in which this agreement is in effect. | ||
| • | Service Receiver must have Transport Layer Security (TLS) enabled and maintained for the period of time in which this agreement is in effect. | ||
| • | Service Receiver must have Microsoft Exchange active and maintained for the period of time in which this agreement is in effect. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| • | Service Receiver must have a Technical Assistance Agreement in place with the U.S. Government for the period of time in which this TSA agreement is in effect for any non-US citizens who are Exchange Org Administrators and Enterprise Administrators administrating (or give themselves permission to) the Americas site from outside the US. |
3
SERVICE LEVEL
Service Provider will classify incidents at its own discretion and will
make commercially reasonable efforts to resolve incidents with service
delivery.
In the event incidents cannot be resolved, Service Provider shall promptly
notify Service Receiver and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
4
SCHEDULE CA7
BASIC TIME AND MATERIALS SUPPORT
BASIC TIME AND MATERIALS SUPPORT
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
such term in the Agreement. The Services provided hereunder are subject in all respects to the
terms and conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service Provider’s Contact |
||||||
Exelis Inc. Xxx Xxxxxx |
TSA Manager | office: | Xxx.xxxxxx@xxx.xxx | |||
Service Recipient’s Contact |
||||||
ITT Corporation Xxxxx Xxxxxx |
TSA Manager | Office: | Xxxxx.xxxxxx@xxxxxxx.xxx |
PARTIES TO THE AGREEMENT
Service Receiver: Exelis Inc.
Service Receiver: ITT Corporation
TERM AND OPTION
The Term shall be 18 months commencing on the Distribution Date. There shall be no
Minimum Service Period.
GENERAL SERVICE DESCRIPTION
Service Receiver may need assistance after the Distribution Date from the Service Provider for
miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and
other similar services in various areas including, but not limited to finance, tax, accounting,
insurance, treasury, human resources and communications, which are not already provided for under
all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.
The Service Provider hereby agrees to cause its and its affiliates employees (collectively,
“Experts”) to provide a reasonable amount of services, including specifically the services listed
in Appendix A, upon reasonable notice and request from the Service Receiver on a time and materials basis
from the Distribution Date through June 30, 2013 (the “Minimum Term” and the “Maximum Term”).
To utilize this TSA Schedule, employees of Service Receiver should request such services via email
or telephonically where both parties have a clear expectation of the estimated number of hours of
assistance being requested. For projects that are expected to require more than 5 to 10 hours of
assistance a one or two paragraph project plan should be agreed to in order to avoid
misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with
respect to the requested services.
Employees of Service Receiver should advise their TSA manager that a request for services has been
made together with a description of such services requested and the estimated number of hours
requested.
The “Expert” should advise their TSA manager that a request for services has been made and the
estimated number of hours requested.
SCOPE OF SERVICES
The scope of services will depend on the needs of the Service Recipient and the capabilities
and availability of the Experts.
LOCATIONS
All locations around the world
2
PREREQUISITES/DEPENDENCIES
The Experts remain employees of Service Provider. Service Receivers
acknowledge and agree that Service Provider has discretion to terminate the
Experts and the Experts have the ability to terminate their employment with
Service Provider. In the event the Experts are no longer employed by Service
Provider, Service Provider will, at the request of the Service Receiver, use
commercially reasonable efforts to provide similar services. However, if
Service Receivers or an affiliate employ any of the Experts, the specific
service requested under this Schedule can be terminated by the Service
Provider, at the Service Provider’s sole discretion on 5 business days notice
to the Service Receiver.
TAX STATUS
Sales tax will be charged as determined by the Service Provider and the
Service Receiver shall pay such tax along with the payment for the service
provided.
BILLING LOCATION
Service Provider will provide Service Receiver with an invoice to its
address set forth below under Notice Requirements, except in cases where
services are provided outside of the United States, in which case invoices will
be created by the Service Provider’s legal entity in the country where the
services are being performed and invoiced to the Service Receiver’s legal
entity that requested the services in the Service Provider’s local currency.
The xxxx will cover all charges for services under this Schedule from Service
Provider and, to the extent reasonably feasible, will be itemized among
Service Receiver’s legal entities if identified by the Service Receiver when
requesting the service. The invoice will contain the number of hours each
Expert worked, a short paragraph describing the services and the US dollar
amount per Expert.
The Experts shall track their time on either a time sheet or any other
proper method such as the utilizing the time sheet attached hereto and Service
Provider agrees that the time sheets will accompany the invoice that is sent to
the Service Recipient for payment. In cases where the requested services are
expected to take longer than 30 days to complete, the Service Provider will be
allowed to invoice the Service Receiver once per month for all costs incurred
to date.
3
NOTICE REQUIREMENTS
No notice of Termination is required under this Schedule and there shall be no make-whole fee
under this Schedule
Notices and bills to the Service Provider should be sent to:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Notices and bills to the Service Provider should be sent to:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
PRICING
In addition to the costs specifically set forth below, Service Receivers shall also pay all
business travel expenses relating to the Services in accordance with Service Providers documented
travel policies and any incremental out of pocket costs incurred by the Service Provider in order
to provide the requested services that are invoiced by unaffiliated 3rd parties. Service
Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the
Service Receiver under the terms of this TSA.
The hourly rates below includes a 4.5% increase for inflation and the 2% profit margin and shall be
applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013.
| Service | Hourly Rate* | |
Hourly Rate Administrative/Secretarial.
|
$50 per hour | |
Hourly Rate for a Non Executive
|
$100 per hour | |
Hourly Rate for an Executive
|
$150 per hour |
| * | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
The pricing for the services described in Annex A will be as set forth in Appendix A.
4
Appendix A
Due Diligence Manager Software Application
Draft Base Statement of Work
Version 1.0 Draft
September 20, 2011
Draft Base Statement of Work
Table of Contents
1 |
Scope | 3 | ||
2 |
Technical Support Requirements | 3 | ||
| 2.1 Routine Application Maintenance | 3 | |||
| 2.1.1 Routine Tasks | 3 | |||
| 2.1.2 Outages | 3 | |||
| 2.2 Change and Improvement Process | 4 | |||
| 2.2.1 Change Request Analysis | 4 | |||
| 2.2.2 Change Request Processing | 4 | |||
| 2.3 Testing | 4 | |||
3 |
Deliverables | 4 | ||
4 |
Training and Support | 4 | ||
5 |
Place of Performance | 5 | ||
6 |
Period of Performance | 5 | ||
7 |
Project Management | 5 | ||
8 |
Labor Categories and Rates | 5 |
ITT Proprietary Information Page II
Draft Base Statement of Work
1 Scope
| The software application — Due Diligence Manager (DDM) — is a web-based, data-driven software application that provides the ITT Due Diligence staff with the capabilities that directly support the due diligence process. The SOW describes approach for identifying, scoping, estimating, developing, testing, deploying, and maintaining the software and application operation of the DDM application. | ||
| This document describes the requirements for maintaining and modifying the ITT Due Diligence Manager software application, including the underlying database. |
2 Technical Support Requirements
2.1 Routine Application Maintenance
| ITT AIS Development Staff will perform all routine application sofware maintenance tasks to ensure that the DDM software application is available to the user community on an continuous basis. |
2.1.1 Routine Tasks
| ITT AIS Development Staff will periodically identify and correct latent issues discovered during normal operations. These tasks include Application Server settings, configuration, software upgrades and patches. These tasks are typically background and housekeeping tasks that should not affect active users. |
2.1.2 Outages
| In the event of a failure (outage, defined as non-availability of DDM application software functionality), the develop staff will make every attempt to restore software availability. | ||
| For software-related outages, ITT AIS Development Staff will investigate the reported issue, determine the cause, correct the issue source, deploy a corrective update, verify the correction, and notify the issue initiator of the resolution. | ||
| Outages that are not immediately identifiable as due to a DDM software issue, must be directed to the ITT organization’s IT data center help desk, who will initiate a support ticket and process that ticket to resolve the issue based on internal processes defined by that organization. ITT AIS Development Staff will support that effort to determine the source of the outage. |
ITT Proprietary Information Page 3
Draft Base Statement of Work
2.2 Change and Improvement Process
| Requests for modifying the design, functionality or configuration of the DDM software application shall be presented to the development staff by the user community through a change request document. |
2.2.1 Change Request Analysis
| The ITT AIS development staff will review each request and develop an estimate for the level of effort required to implement the requested change. This activity may include dialogue with the initiating organization in order to ensure understanding of the objectives and outcomes of the requested change. |
2.2.2 Change Request Processing
| ITT AIS staff will process the final RFC proposal through internal contracting offices, ultimately to be released to the requesting activity as a proposal for implementing the final change request. Once the requesting organization approves a proposal and the requisite contractual documentation is finalized, ITT AIS development staff will schedule and execute the finalized change request. Once the change is completed, ITT AIS will deploy the change to the live DDM server for review by the requesting organization. After completing a comprehensive review of the deployed application software change, and after providing ITT AIS Development Staff with approval, ITT AIS Development Staff will close the change request by initiating a contract closure letter to the requesting organization. |
2.3 Testing
| Prior to deployment of all requested and approved changes, DDM software changes will be thoroughly tested using ITT AIS Development Staff’s internal test process. The test objectives, steps, and results will be documented in an appropriate format to ensure that testing has been conducted and that any resultant software bugs have been resolved. |
3 Deliverables
| For Change Requests that impact the DDM User Guide or DDM Administrator Guide ITT AIS Development Staff will update the affected documentation and release to the requesting organization an update in pdf format. |
4 Training and Support
| For Change Requests that include signification changes where training on new fieatures and functionality are requested as part of the Change Request, ITT AIS Development Staff will schedule and conduct an on-line training course to cover the |
ITT Proprietary Information Page 4
Draft Base Statement of Work
| areas affected. Training will be addressed and included in the proposal for each Change Request as needed. | ||
| If requested, the ITT AIS Development Staff will provide technical training to ITT’s IT staff for further support and build-out the DDM application source code and application web server. This support will be estimated and quoted through the same process described above for change requests. |
5 Place of Performance
| All development tasks will be performed at ITT AIS site in Chesapeake, VA. |
6 Period of Performance
| The proposed project schedule will be provided on a case by case basts. The final schedule will be updated once the project is accepted by the requesting organization. |
7 Project Management
| ITT AIS Development Staff will identify DDM project manager who will be responsible for ensuring that the agreed-upon tasks identified in the final accepted proposal are scheduled, tracked, and completed in accordance with the project schedule. Any issues affecting cost, schedule, or technical performance will be brought to the attention of the client as soon as possible for resolution. |
8 Labor Categories and Rates
| Labor categories to be applied to tasks under this SOW are listed below. These rates are estimates. Each task order will require a formal quote issued by ITT AIS Contracts Office based on the level of effort estimates as described in paragraph 2.2. |
| Labor Category | Estimated labor Rate | |||
Project Manager |
Cost plus 2% – 10% | |||
Sr. Software Engineer |
Cost plus 2% – 10% | |||
Software Engineer |
Cost plus 2% – 10% | |||
ITT Proprietary Information Page 5
SCHEDULE CB1
HR/PAYROLL/BENEFITS
HR/PAYROLL/BENEFITS
Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in
the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, expect where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxx Xxxxxx | TSA Manager | xxx.xxxxxx@xxx.xxx | ||||
| Exelis Inc. | ||||||
| Xxxx Xxxxxxxx | Director, Technical Accounting | xxxx.xxxxxxxx@xxx.xxx | ||||
| Xylem Inc. |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Payroll, Payroll Tax, HR, Garnishment and Benefit Services for
Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens and documents that support Service Provider’s
business and business processes in the twelve months prior to the Distribution Date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service
Provider shall provide to Service Recipient the services identified below (collectively, the
“Services”).
1
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
SS-Payroll-01
|
Payroll Services | Provide payroll and tax configuration support required to support payroll services:
• Income Codes —Service Provider will use the Income Request Form from the
Service Receiver to update tax, garnishment, eligibility, pension, and 401K with the provided income codes. 5 business days prior notice are required to make the income code changes. • Deduction Codes —Service Provider will use the Deduction Request Form
from the Service Receiver to update tax, Group Term Life (GTL), and other
accumulator requirements with the provided deduction codes. 5 business days prior
notice are required to make the deduction code changes. • Paid Time Off (PTO) Accrual Controls —Service Provider will use the PTO
Policy document from the Service Receiver to accrual code and schedule setups
requested by the Service Receiver. 10 business days prior notice are required to
make the requested PTO Accrual Controls changes. • Federal/State/Local Tax Table —Service Provider will use the Notification
of Federal/State/Local Tax Change provided by the Service Receiver to update the
local tax setup within systems managed by Service Provider within 5 business days
of the request. • Federal/State/Local Tax —Service Provider will use the Request for Level
Control provided by automated systems to update the level control setup within
systems managed by Service Provider within 5 business days of the request. • Employer Codes — Service Provider will use the Request for New Employer
Codes from the Service Receiver to update employer codes in systems managed by
Service Provider within 5 business days of the request. • User Defined Field — Service Provider will use the Request for User
Defined Field provided by the Service Receiver to update the necessary fields
within 5 business days of the request. • Level Control — Service Provider will use the Request for Level Control
provided by the Service Receiver to update the level control setup within systems
managed by Service Provider within 5 business days of the request. • Pay Cycle — Service Provider will use the Request Pay Cycle from the
Service Receiver to setup the pay cycle with the pay calendar where applicable. 5
business days are required to make the pay cycle changes. Pre-distribution date
pay cycle configuration is defined in Attachment B. |
100/month for all SS-Payroll-01 |
18 | TBD | |||||||
2
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Employer Group — Service Provider will use the Request for Employer Group
provided by the Service Receiver to update the Employer Group within systems
managed by Service Provider within 5 business days of the request. • Cycle Group — Service Provider will use the Request for Cycle Group
provided by the Service Receiver to update the cycle group setup within systems
managed by Service Provider within 5 business days of the request. • Payroll Authorization Group — Service Provider will use the Request for
Payroll Authorization Group provided by the Service Receiver to update the Payroll
Authorization Group setup within systems managed by Service Provider within 5
business days of the request. • Income Authorization Group — Service Provider will use the Request for
Income Authorization Group provided by the Service Receiver to update the income
authorization group setup within systems managed by Service Provider within 5
business days of the request. • Deduction Authorization Group — Service Provider will use the Request for
Deduction Authorization Group provided by the Service Receiver to update the
deduction authorization group setup within systems managed by Service Provider
within 5 business days of the request. • Auto Pay Groups — Service Provider will use the Request for Auto Pay
Groups provided by the Service Receiver to update the auto pay groups setup
within systems managed by Service Provider within 5 business days of the request. • Labor/Income Cross Reference Table — Service Provider will use the
Request for Labor/Income Cross Reference Table Maintenance provided by the Service
Receiver to update the Labor/Income Cross Reference Table setup within systems
managed by Service Provider within 5 business days of the request. • General Ledger Cross Reference Table — Service Provider will use the
Request for General Ledger Cross Reference Table maintenance provided by the
Service Receiver to update the general ledger cross reference table setup within
systems managed by Service Provider within 5 business days of the request. |
||||||||||||
| Provide garnishment, child support, tax levy, interrogatory correspondence, withholding and payments support required for payroll services: | New Transactions 200, Monthly Payments 700 |
|||||||||||
3
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Garnishment Letter — Service Provider will use the Garnishment
Notification to provide a garnishment letter to the garnishing agency during the
latter of 7 days after notification and the next applicable payment cycle. • Garnishment Withholding — Service Provider will use the Garnishment
Notification to adjust the employee garnishment deduction setup during the latter
of 7 days after notification and the next applicable payment cycle. • Garnishment Payments — Service Provider will use the Garnishment
Notification to update the garnishment payments to agency during the latter of 7
days after notification and the next applicable payment cycle.. • Stop Garnishments — Service Provider will use the Garnishment Stop
Notification to deactivate the employee garnishment deduction and process refund
of any over-withholding during the latter of 7 days after notification and the
next applicable payment cycle. |
||||||||||||
| Provide employee maintenance support where appropriate to support payroll
processing • W-4 — Service Provider will use the W-4 Form from the Service Receiver to
update employee W-4 information with the provided information. Service Receiver
must provide such information at least 2 business days prior to processing of
payroll to ensure inclusion in the current payroll run. • Home/Work State Update — Service Provider will use the employee change
request for home/work state maintenance from the Service Receiver to make
requested updates. Service Receiver must provide such information at least 2
business days prior to processing of payroll to ensure inclusion in the current
payroll run. • Direct Deposit — Service Provider will use the Direct Deposit Form from
the Service Receiver to update employee direct deposit information with the
provided information. Service Receiver must provide such information at least 2
business days prior to processing of payroll to ensure inclusion in the next
payroll run. |
600/month | |||||||||||
| Provide college fund employee direct deposit maintenance required to support payroll processing upon receipt of notification of enrollment or change via email. Request will be processed within 7 days of notification in the next applicable payment cycle. | 30/month | |||||||||||
| Provide executive excess savings plan updates to employee deduction code maintenance required to support payroll processing upon receipt of Service Receiver notification of employee. Request will be processed within 7 days of notification in the next applicable payment cycle. | 30/month | |||||||||||
4
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide ACS 401k Interface Processing required to support payroll processing • Saving Plan Deferral & Loan — Service Provider will use the ACS ISP
Feedback File from the Service Receiver’s 3rd party to update employee
deduction code information with the provided information. Service Receiver’s
3rd party must provide such information by Friday evening the week
prior to requested update. • Saving Plan Deferral & Loan — Service Provider will use the ACS ISP
Feedback File from the Service Receiver’s 3rd party to update employee
deduction code information with the provided information. Service Receiver’s
3rd party must provide such information by Friday evening the week
prior to requested update. • ACS Error Report Review — Service Provider will review the ACS ISP
Feedback File from the Service Receivers 3rd party provider to review
any fallout which may have occurred. Upon fallout Service Provider will notify
ACS to conduct maintenance to rectify documented fallouts. • ACS New Hire — Service Provider will use a report created from the ACS
Interface File from the Service Receiver’s 3rd party to validate new
hire processing. Service Receiver’s 3rd party must provide such
information by Friday evening the week prior to requested validation. • ACS ISEV — Service Provider will use the ACS ISEV Status Change from the
Service Receiver’s 3rd party to update employee deduction code
information with the provided information. Service Receiver’s 3rd
party must provide such information by Friday evening the week prior to requested
update. |
10 Monthly Interfaces Files & Reports |
|||||||||||
| Provide JPMorgan 401k Interface Processing required to support payroll processing • Saving Plan Deferral & Loan — Service Provider will use the XX Xxxxxx ISP
Feedback File from the Service Receiver’s 3rd party to update employee
deduction code information with the provided information. Service Receiver’s
3rd party must provide such information by Friday evening the week
prior to requested update. • Saving Plan Deferral & Loan — Service Provider will use the XX Xxxxxx ISP
Feedback File from the Service Receiver’s 3rd party to update employee
deduction code information with the provided information. Service Receiver’s
3rd party must provide such information by Friday evening the week
prior to requested update. |
10 Monthly Interfaces Files & Reports |
|||||||||||
5
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• XX Xxxxxx Error Report Review — Service Provider will review the XX
Xxxxxx ISP Feedback File from the Service Receivers 3rd party provider
to review any errors which may have occurred. Upon fallout Service Provider will
notify ACS to conduct maintenance to rectify documented fallouts. • XX Xxxxxx New Hire — Service Provider will use a report created from the
XX Xxxxxx Interface File from the Service Receiver’s 3rd party to
validate new hire processing. Service Receiver’s 3rd party must
provide such information by Friday 5 pm EST or Thursday 5 pm EST if Friday is not
a business day the week prior to requested validation. • XX Xxxxxx ISEV — Service Provider will use the XX Xxxxxx ISEV Status
Change from the Service Receiver’s 3rd party to update employee
deduction code information with the provided information. Service Receiver’s
3rd party must provide such information by Friday evening the week
prior to requested update. |
||||||||||||
| Provide Principal Loan Processing required to support payroll processing upon receipt of notification by secured email and make the required employee deduction code changes | Weekly Interface Files | |||||||||||
| Provide Xxxxx Benefit Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month. | Two Interface Files Per Month |
|||||||||||
| Provide Xxxx Xxxxxxx LTC Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month. | Two Interface Files Per Month |
|||||||||||
| Provide Runzheimer Fix and Variable Auto Processing required to support payroll processing upon receipt of interface file and make employee negative deduction transactions for payroll Files must be received by the 9th of the month. | One Interface File Per Month |
|||||||||||
| Provide Concur Travel Expense Reimbursement required to support payroll processing upon receipt of interface file and make employee negative deduction transactions. Files must be received by Thursday morning at 6 am EST to be processed in the next applicable pay cycle. | Weekly Interface Files | |||||||||||
| Provide executive deferral payment upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month. | One Monthly Deferral Processing |
|||||||||||
6
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide excess group term life calculations upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month. | 240 Batch Processing Runs |
|||||||||||
| Complete nightly Infinium Benefit Deduction updates. | 240 Batch Processing Runs |
|||||||||||
| Provide payroll processing. • Automated Labor Upload — Service Provider will use the interface from the
Service Receiver’s labor system and create the Infinium labor file for payroll
processing. Labor Code to Infinium Income code cross reference file updated as
required. • Labor Interface Validation — Service Provider will use the interface from
the Service Receiver’s labor system to get totals. Service Provider will then
match the Infinium and Service Receiver’s Labor System file. Should discrepancies
exist, Service Provider will work with Service Receiver to resolve the issue. • Payroll Cycle Processing — Service Provider will then create Employee
Processing Cycle File, listing of employees with pay, benefit, leave of absence
and terminations. A review of employee changes will be conducted by Service
Receiver and corrections made if applicable. Employee changes will be added to
cycle validation routine for balancing. Delays in Service Receiver
responsibilities will delay payroll processing. Service Provider will not be
liable for such Service Receiver caused delays. • Close Upload Labor to Payroll Cycle — Service Provider will upload
employee labor to payroll cycle. • Gross to Net Calculation — Once Infinium releases time sheet data Service
Provider will produce the payroll trial balance. • Payroll Adjustments — Service Provider will update employee pay
information and add adjustments to validation routine for balancing as required. • Print Trial Balance/Approve Payroll — Using the Infinium trial balance
Service Provider will create a trial balance report to post payroll and print pay
stubs. If Trial Balance does not balance or has errors it must be corrected via
update checks and Trial Balance Reran until error free and balanced. |
240 Pay Processing Cycles |
|||||||||||
| Provide on-demand payroll processing of off-cycle check requests upon receipt of on-demand check request form from Service Provider. Form must be received by 5 pm for next day direct deposit or check delivery. | 570 Transactions Annually |
|||||||||||
7
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide bonus cycle payroll processing of off-cycle bonus payments upon receipt of bonus specification from Service Recipient. Form must be received 5 business days prior to date of required bonus payment. | 7000 Transactions Annually |
|||||||||||
| Provide manual W-2 earnings and deductions updates upon receipt of written notice and tax detail from Service Provider | 325 Transactions Annually |
|||||||||||
| Provide stock option manual payroll upon receipt of Xxxxx Xxxxxx stock transaction file using the daily interface from Service Provider | 80 Transactions Annually |
|||||||||||
| Provide restricted stock manual payroll upon receipt of Xxxxx Xxxxxx restricted stock transaction file using the daily interface from Service Provider | 110 Transactions Annually |
|||||||||||
| Provide quarterly tax dividend payment upon receipt of Xxxxx Xxxxxx dividend transaction file using the quarterly interface from Service Provider | 440 Transactions Annually |
|||||||||||
| Provide Cartus quarterly relocation manual payroll upon receipt of Cartus Relocation Transaction file using the quarterly interface from Service Provider | 140 Transactions Annually |
|||||||||||
| Process payment for unused PTO time upon receipt of notification from systems during year-end | 1700 Transactions Annually |
|||||||||||
| Void or re-issue employee checks upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received two business days prior to start of payroll processing. Five business days notice is required for issuing as separate payroll process. [Service Provider will not be liable if funds have been disbursed prior to voidance.] | 850 Transactions Annually |
|||||||||||
| Make adjustments to employee pay upon receipt of notification from Service Receiver. Notification must be received 2 business days prior to the next pay cycle. | 325 Transactions Annually |
|||||||||||
| Process retro-active payments for delayed merit increase processing after receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received Two business days prior to start of payroll processing. Five business day notice required for issuing as separate payroll process. | 350 Transactions Annually |
|||||||||||
| Process special employee payments upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process. | 900 Transactions Annually |
|||||||||||
8
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Process relocation payment from employee paycheck upon receipt of notification from Service Receiver Processed with normal payroll. May be repaid over multiple payrolls or from one payroll per specification of Service Receiver. | 200 Transactions Annually |
|||||||||||
| Provide executive excess savings plan distribution upon receipt of notification from Service Receiver May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process. | 50 Transactions Annually |
|||||||||||
| Service Provider will use commercially reasonable efforts to provide post-payroll • Print/Distribute Check, Vouchers, & Reports — Printed Checks and Vouchers
sealed and prepared for shipping distribution per business units instructions. • ACH Processing — ACH transmitted to clearing house using the Infinium ACH
extraction process • Bank Funding — Wire Transfer to cover payroll using the bank funding
report option • Credit Union Processing — File Transmission to Credit Union using the
Infinium direct deposit extract • Union Reporting — Union report transmitted using the Union employees and
Union dues report • Canadian Bond Processing — Transmission of Canadian Bond File to Royal
Bank of Canada using the Canadian bond extract • Positive Pay — Positive pay file transmitted to Xxxxx Fargo using the
positive pay extract file • Direct Deposit Fund Pullback — Employee funds pulled back or error report
with insufficient funds upon Service Receiver’s request to pull back employee
direct deposit. Service Provider will use the Shared Service form submission to
Xxxxx Fargo to pull back employee direct deposit. Insufficient funds notices are
communicated to employees HR administrator for review of how to recover money |
250 Cycles Per Month | |||||||||||
| Provide Infinium month end close once a month rolling month totals, update monthly benefits (Xxxxx & Xxxx Xxxxxxx), and update monthly limit processing. This service will be performed after final payroll for month and prior to first payroll of new month. | 20 Companies Per Month | |||||||||||
| Process Infinium quarter end close once a quarter rolling quarter totals, update quarterly limit |
20 Companies Per Month | |||||||||||
9
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide Infinium year-end processing. • Wage & Tax Balancing — Using the wage Base Report balance Employee
Earnings and Taxes • United Way Deduction — Infinium United Way Deduction Change for deduction
codes 00800 & 0805 clearing the United Way deduction for the new year • 401K Limit Update -Deduction limit updated with values for year • Year End Payroll Register — Use the Infinium Year End Payroll Register to
archive historical payroll registers • Hartford-XX Xxxxxx Year End — Use the Infinium Save File to archive
Hartford-XX Xxxxxx year end 401K values • ACS — Use the Infinium Save File to archive ACS year end 401K values • Infinium W2 Box Updates — Use the Infinium Income & Deduction Reporting
Groups to make W2 Box Reporting Reports • Infinium ADP W2 Box Update — Use the ADP interface for W2 Reporting to
create the ADP W2 Box Interface File • Local Tax Update — Use the notification from locality or Service Receiver
to update the local tax table • Transfers — Clear Q1 Information captured for tax & 401K Limit processing
for use in the W2 tax report • Vinny 1st day report — Use the Infinium Day 1 Report for forecasting • Payroll Calendar — Use the Infinium Cycle Maintenance to create Service
Receiver Payroll Calendars • W2 — Pension for Group Term Life (GTL) — Service Receiver provides files
from ACS & Hartford and Service Provider updates Pensioner’s W2’s • Highly Compensated Employee Listing — Using an AS400 Query, employees
meeting IRS Highly Compensated Listing are found and 401K providers updated with
list of highly compensated employees • Executive Excess Saving Plan Employee Update — Service Receiver provides
list of eligible employees for executive excess saving plan which Service Provider
uses to update the Executive Excess Saving Plan Employee List provided for roll
over into Excess Savings Plan • New Jersey Disability Year End Update — Using the New Jersey Final
Disability Report; Service Provider will update the New Jersey year end payroll
entries to record New Jersey final disability entries. • Infinium Year End Close — Year end close rolls year to day information to
previous year and clear year-to-date dollars |
20 Companies Per Month |
|||||||||||
10
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• ADP 4th Quarter & Year End Extract — Using the ADP Extract Program an ADP
Year End Interface File is created • ADP — Balance Year — Using the ADP Year End Reports Year End Statutory
Reports & W2 are output • W2C’s — Using the value center post year-end close entries to update the
W2C • Amended Year End — Use the ADP Extract Program to amended statutory
reporting |
||||||||||||
| Provide US Tax Processing. • ADP Company Profile Update — Use the ADP Tax Header Spreadsheet to update
ADP tax reporting set up • ADP Code Mapping — Use the ADP Mapping Document to map ADP Tax Code to
Infinium Tax Code • Infinium ADP Deduction Table Maintenance — Use the Infinium ADP Tax Code
file to output ADP Interface File including the new tax code • ADP Daily Interface File — Use the ADP Infinium Payroll Tax Extract to
create the ADP Receipt of Tax Payment Detail • Daily Tax Audit Report — Use the Query: ADP Tax Audit Report to validate
ADP Daily Tax Interface File • ADP Daily Tax Funding — Use the ADP Invoice to create ADP Wire Payment • ADP Unemployment Rate Change — Use the ADP Tax Header Spreadsheet to
calculate ADP — Unemployment Payments with New Rate • ADP Monthly Charges — Use the ADP Invoice to process ADP Payment • Xxxxxxx Monthly Charges — Use the Xxxxxxx Invoice to process Xxxxxxx
Payment • ADP Quarterly Communication — Use the ADP Quarterly Updates to update the
Quarterly Calendar Close Schedule • Cobra Quarterly Tax Credit Entry — Use the SHPS Cobra Detail summarized
and entered into ADP Payroll Tax Input to update the 941 Cobra Credit • Quarterly Interface File — Use the ADP Infinium Quarterly Tax Extract to
create the ADP Quarterly Tax Reporting File • ADP TAX Reconciliation — Use the Infinium Quarterly Tax Report to
reconcile ADP Quarterly Tax Reports • Quarter Close & Statutory Reporting — Use Service Receiver approval to ADP
for Quarterly Processing to make quarterly statutory payments and reporting • Quarterly Report Distribution ADP — Use the Quarterly Reports Posted to
Web Site to distribute Statement of Deposits, 941Cobra Credit, State & Local Wage
Detail |
Registrations — 10 per month Interfaces — daily Tax Payments — Daily & Quarterly Per Requirements Cobra Reporting — Quarterly Quarterly Reporting Tracer Transactions 20 Monthly Amendments 10 Monthly |
|||||||||||
11
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Quarterly Invoice Payments — Use ADP Invoice to make
ADP Wire Payments • Quarterly Federal & State Tax Amendments — Use Quarterly Amendment
Filing to amended reporting • Amendment Payment — Use the invoice to create ADP Wire Payment • Tracers — Use agency notices to conduct ADP research • Tracer Payments — ADP agency notice research to make payment of Agency
Notices • Close Tax ID — Use ADP header to close company so no future reporting in
ADP • Close Tax ID — Use the Agency notification of account closed to conduct
final reconciliation |
||||||||||||
| Provide Canadian Tax Processing. • Canadian Tax Withholding — Using Canadian Tax Deductions provided by
Service Receiver input Service Provider will complete Employee/Employer Tax
Withholding/Liability • Canadian Tax Payments — Using Payroll Registers provided by Service
Receiver, Service Provider will make Canadian Tax Payment • Year End Pension Calculation — Using the Canadian Pension Plan Policy
provided by Service Receiver, Service Provider will compute Pension Plan
Calculation • RL1 & T4 Reporting — Using the Infinium Canadian Year End Process,
Service Provider will complete T4 & RL1 Forms & XML Reporting
|
Weekly Tax Payments Xxxxxxxx X0, X0X & RL Reporting |
|||||||||||
| Provide Puerto Rico Tax Processing. • Puerto Rico Tax Withholding — Using Tax Deductions Service Provider will
calculate tax withholding for Service Receiver • Puerto Rico Tax Payments — Using Payroll Registers provided by Service
Receiver, Service Provider will make Puerto Rico Tax Payments • Puerto Rico Year End Reporting — Using W2 & W3 Reporting Service Provider
will make Employee & Employer Year End Tax Reporting
|
Weekly Tax Payments Annual W2P & W3P Reporting |
|||||||||||
| Support the legal/regulatory audits documented below. • ACE — Worker Compensation Audit • Tax Audits • D&T Benefit Audit • SOX Audit • Disaster Recovery • ACS — 401K Compliance Testing • XX Xxxxxx — 401K Compliance Testing • Data Mining — Payroll |
4 Audits/Month | |||||||||||
• Service Provider will run the custom queries documented in Attachment C once a month |
Monthly | |||||||||||
12
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide Guam Tax Processing. • GUAM Tax Withholding — Using Tax Deductions provided by Service Receiver,
Service Provider will calculate Tax withholding • GUAM Tax Payments — Using the payroll registers Service Provider will
make GUAM tax payments • GUAM Year End Reporting — Using W2 & W3 Reporting, Service Provider will
make Employee & Employer Year End Tax Reporting |
Annual W2G & W3G Reporting |
|||||||||||
| Infinium and HRSS Support/Communication for handling of Service Receiver questions: |
||||||||||||
HR-Benefits-02
|
Human Resources, Benefits, Training, & Compliance Support |
• Daily Service
Receiver Issue Handling — Service Receiver users can make a
phone call or send an email to ask questions related to employee data and/or
transactional history stored in Infinium/HRSS; M-F 8-5pm EST except U.S. holidays; • Data Input
Questions Covered in User Manual • System Requirements-Upgrades/System Changes Maintenance
(Federal/State/Local) • Infinium Canned Reports are
available for the service receiver to access
and review. Service Provider will be responsible for ensuring that reports
required for legal or regulatory requirements run. • Coordinate issue resolution as needed
with IT, Payroll, SS Accounting, HQ
Benefits and/or third party vendors. • Anything not covered above is considered a special request to be handled
using on a Time & Materials basis as outlined in the Additional Pricing Section of
this document.
|
201/month | 18 | Cost plus 2% - 10% | |||||||
| Benefit Administration and Reporting Internal/External: • Weekly vendor file feed resolution to national carriers - Service
Provider will accept phone or email from Service Receiver or external benefits
provider and resubmit corrected file feed or corrected actual employee record
based on request. • Salaried Pension Eligibility file feed questions from field Service
Receiver HR staff will be triaged by Service Provider and assist Service Receiver
in data correction. • Validation Reports from Health & Welfare and Pension - Service Provider
will receive reports from 3rd party providers listing errors related to
health & welfare data and Service Provider will assist Service Receiver HR field
staff to make appropriate changes
|
327/month | |||||||||||
| Services for Service Receiver supervisors on payrolls that are not administered via the Fort Xxxxx Infinium System: | 50/month | |||||||||||
• Service Provider will create and/or update Job/Position Codes upon request
from the Service Receiver |
||||||||||||
13
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Service Provider will add an international supervisor as a new hire upon
request from the Service Receiver • Service Provider will attach an international supervisor to an Infinium
Employee record upon request from the Service Receiver • Service Provider will add an international supervisors’ Concur ID to the
appropriate record upon request from the Service Receiver |
||||||||||||
| Services for Service Receiver Business Units and/or Infinium Companies that are
not supported by local HR staff but administered by HRMS staff in Fort Xxxxx: |
||||||||||||
• Service Provider will create and or update Job/Position Code upon request
from the Service Receiver • Service Provider will enter new hires on personnel side as well as on
payroll side upon request from the Service Receiver • Service Provider will enter salary changes/address changes/title
changes/transfers/terminations upon request from the Service Receiver • Service Provider will perform annual merit increase uploads upon request
from the Service Receiver • Service Provider will communicate with Service Receiver HR contacts from
other Service Receiver business units to coordinate both transferring in and out
of employees upon request from the Service Receiver • Service Provider will enter payroll changes including withholding
changes/benefit deductions and catch-ups upon request from the Service Receiver • Service Provider will enter benefit updates including urgent updates upon
request from the Service Receiver Service Provider will make Address & Phone number changes upon request from the Service Receiver • Service Provider will make Benefit Changes due to qualifying event &
Annual Open Enrollment upon request from the Service Receiver • Service Provider will make Annual Salary Merit Increases upon request from
the Service Receiver • Service Provider will make Annual Reviews (if applicable) upon request
from the Service Receiver • Service Provider will make inquiries relating to benefits and/or personnel
information upon request from the Service Receiver • Service Provider will produce Infinium Canned Reports upon request from
the Service Receiver |
||||||||||||
14
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Year-end Standard Benefit Enrollment Copy to New Plan Year • Year-end Vendor Meetings for open enrollment file feeds • Data Input Questions Covered in User Manual • Support Special Year End File Feeds to National H&W Vendors • Standard Communication regarding Annual Enrollment & Year End Dates • Collaborate with Payroll, Finance and IT for Year End Closing
Processes using all input from year’s changes and develop project plan to prepare system for
enrollment and year-end processing. Project will then be started in July, and
meetings with vendors conducted as needed depending on data from customers. **
Changing benefits providers in 2011 will be a special project using Time &
Materials rates with specific notification on change.
|
Each item in this table will be completed once a year |
|||||||||||
HR-Benefits-03
|
Training | Service Provider will take requests from Service Receiver HR manager to conduct periodic WebEx training of how to use Infinium systems and conduct the training for the Service Receiver. | 1/month | 18 | Time and Materials | |||||||
SS-PayrollAcct-04
|
Payroll Accounting | Provide Payroll Accounting services. • Payroll Journals — Service Provider will use the payroll register summary
from the Service Receiver to balance and post payroll journals for each payroll
cycle for the Service Receiver • Payroll Balance Sheet Accounts — Service Provider will use the payroll
month end close document from the Service Receiver to reconcile the payroll
balance sheet accounts for the Service Receiver • Employee Deductions — Service Provider will use completed payroll cycles
document from Service Receiver to remit employee deductions for the Service
Receiver • Employee Benefits for ISP,401 (K) and Insurances — Service Provider will
use completed payroll cycles document and payroll queries from Service Receiver to
validate, reconcile and remit employee benefits for ISP, 401(k) and insurances for
the Service Receiver • ADP Payroll Taxes — Service Provider will use completed payroll cycles,
payroll queries, and ADP invoices from the Service Receiver to validate,
reconcile, and remit all Payroll Taxes to ADP • Interface File Transmission - Service Provider will use completed payroll
cycles and payroll queries from the Service Receiver to transmit interface files
to 3rd party vendors on behalf of the Service Receiver • Benefits Reporting — Service Provider will use the year end close
information from the Service Receiver to provide annual reporting of benefits to
the Service Receiver |
1616 annually 3060 annually 220 annually 205 annually 240 annually 195 annually 10 annually |
18 | Cost plus 2% - 10% | |||||||
15
| BAU | Minimum | |||||||||||
| Service | Service | Transaction | Service Period | Service | ||||||||
| # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• ADP Federal and State Taxes — Service Provider will use tax extract and
file feed from ADP from Service Receiver to journalize ADP Federal and State Tax
Activity for the Service Receiver • ADP Mid Year Conversions — Service Provider will use YTD tax amounts
information from Service Receiver to perform ADP midyear conversions for the
Service Receiver • Non-supported ADP — Service Provider will use completed payroll cycles
information from Service Receiver to remit non-supported ADP taxes for the Service
Receiver |
||||||||||||
• Control Files for 401(k) and ISP- Service Provider will use information
from business units or HQs from the Service Receiver to maintain and control files
for 401(k) and ISP for the Service Receiver • Payroll Bank Account — Service Provider will use bank account statements
from the Service Receiver to reconcile payroll bank accounts for the Service
Receiver • Unclaimed Payroll Property- Service Provider will use bank account
statements from Service Receiver to manage unclaimed payroll property for the
Service Receiver • Automated Bank Functions- Service Provider will use cleared bank files
from the Service Receiver to process post cleared checks in the Infinium payroll • Year to Date Analysis for 401k— The Service Provider will use the Year
End Payroll Close from an internal business unit within the Service Provider to
calculate 401k Year to Date totals for employee, employer, and loans and provide
report by vendor to the Service Receiver. |
240 annually 5 annually 12 annually 30 annually 24 annually 200 annually 12 annually 3 annually |
|||||||||||
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities
on a time and materials basis with respect to the one-time set-up fees. The table below will then
apply following the completion of the one-time set-up activities
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within BAU [Note: BAU
already includes +/- 10% of
pre-distribution date volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below |
16
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume greater or less than BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior to the
distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications increase the cost for Service Provider,
Service Recipient that requires the modifications shall pay all the additional costs including the
costs for the other Service Recipients.
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
SS-Payroll-05
|
HR/Payroll/Benefits Migration |
Service Provider will make commercially reasonable best efforts to assist
Service Receiver in exiting of this agreement. These efforts include: • Support of data extraction requests from the Service Receiver • Providing Subject Matter Expertise in helping the Service
Receiver understand current state business processes, functional data
mapping, and impacts of design decisions |
Time and Materials Based on Additional Pricing Section | |||
SS-Payroll-06
|
HR/Payroll/Benefits | Service Provider will provide the following knowledge transfer services: • Existing non-sensitive documentation maintained by Service
Provider will be given to the Service Receiver as it relates to
Payroll/HR/Benefit services |
Time and Materials Based on Additional Pricing Section |
17
Supplemental Services
For requests for supplemental services relating to HR, Benefits and Payroll by Service Receiver not
mentioned in this Schedule or not included within the costs documented in this agreement, Service
Receiver will provide a discreet project request and submit such request to Service Provider using
the formalized Change Request attached as Annex A for consideration by Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period requested
without interrupting the Services provided to itself or any other service receiver. Service
Provider need not provide a price quote or perform the services. Where a price quote is provided,
Service Provider shall provide the service requested upon acceptance of the price.
LOCATIONS
Services are initially provided from Fort Xxxxx, IN, USA to Canada and USA locations.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will provide accurate and timely employee maintenance, time and attendance data and payroll adjustments required to produce pay checks. In conjunction with the preceding, Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| • | Service Receiver will be responsible for providing new tax registration requirements to Service Provider. Applicable tax registration information will be provided to Service Provider as required to complete tax registration. | ||
| • | Service Receiver will be responsible for providing configuration changes to Service Provider including taxes, income, deductions, banking and benefits using the change request process and forms provided by Service Provider. | ||
| • | If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. |
18
| • | Service Receiver will setup and make available to Service Provider a disbursement account from which Service Provider utilizes draft authorization to process payroll. Service provider will request funding for payroll checks, payroll direct deposits, payroll taxes, and other benefit remittances from the Service Receiver Treasury Headquarter location. Service Provider will open and own payroll bank accounts for the payroll transactions. Funding is required in the bank account one day prior to the value date. Late funding of the payroll account by the Service Receiver may result in delay of payroll checks, applied 401(k) funds, and benefit payments. Any outstanding liabilities associated to payroll tax and benefits will remain on Service Provider’s general ledger at month end. Service Provider will retain interest earned, if any, on residual account balances and will pay all standard account related service fees. Any service fee associated with Non Sufficient Funds due to the Service Receiver will be the responsibility of the Service Receiver. Service provider will remit employee deductions from the Service Provider Accounts Payable bank account. Service Provider will collect the funds from the Service Receiver thru a 3rd party invoice. |
Dependencies
| • | Service Receiver must actively be engaged on the Infinium Application TSA and related Business Objects Universe for the duration this agreement is in effect. | ||
| • | Service Receiver, in a separate and independent agreement, must have the ADP application and interface active for the period of time in which this agreement is in effect. | ||
| • | Service receiver, in a separate and independent agreement, must have Concur and other Time and Attendance systems listed in Attachment A active and maintained with the correct interfaces and data feeds to Infinium by the Service Receiver for the period of time in which this agreement is in effect. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| • | The services documented within this agreement must be exited at the same time and as such cannot be exited in parts. |
19
SERVICE LEVEL
Service Provider will classify incidents at its own discretion which are received using High, Medium, or Low. Such classifications shall be consistent with the priorities Service
Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented below for SS-Payroll-01, HR-Benefits-02, and
HR-Benefits-03:
| SLA | Response Time | Resolution | ||
High
|
Within 24 hours of receiving notification during normal business hours | Within 24 — 48 hours of response during normal business hours | ||
Medium
|
Within 48 hours of receiving notification during normal business hours | Within 48 — 120 hours of response during normal business hours | ||
Low
|
Within 120 or more hours of receiving notification or as scheduled during normal business hours | Within 120 hours of response during normal business hours |
In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver
and work together to try and resolve such incidents.
Premises at Fort Xxxxx
In addition to the services provided above, Service Provider will provide office space for two Service Receiver employees (“SREEs”) to its facilities at 0000 Xxxx Xxxx xxxx, Xxxx
Xxxxx, XX 00000 (the “Premises”). Access will include approximately 200 square feet of work space, and 2 desks located at the Premises and access to the internet, phone, and a
printer. Included within the rental rate will be electrical, housekeeping, and pantry. Mail and reception service will not be provided.
General
| • | Fixed assets on the books of the Service Provider as of the date of the ITT separation will remain the property of the Service Provider during and at the end of the term. | ||
| • | Fixed assets on the books of the Service Receiver as of the date of the ITT separation will remain the property of the Service Receiver during and at the end of the term. | ||
| • | Service Receiver shall have the reasonable right to use, and Service Provider shall at all times have exclusive control of, and operate and maintain, the common areas including the pantry in the manner Service Provider may reasonably determine to be appropriate. | ||
| • | SREEs will be permitted in the common areas and the specific location assigned to them. They will be provided with ID badges which they must wear at all times. |
20
Prohibitions
Service Receiver is prohibited from the following without the Service Provider’s consent:
| • | Making any changes to the physical layout of the Premises or any capital improvements | ||
| • | Inviting or permitting any other employee or agent or guest of Service Recipient to enter the Premises, other than employees who were former ITT Corporation employees. Service Receiver assumes all responsibility for actions of its employees, agents and guests on the Premises. SREEs and their visitors must adhere to the facility’s access requirements at all times. | ||
| • | Service Receiver will not be allowed to access Service Provider’s computer network. The SREEs will be allowed to access Service Receiver’s own computer network via wireless or landline data connections on the Premises. | ||
| • | Service Receiver has no right to sublease, assign or transfer their space, except upon a change of control of Service Receiver in which case only former ITT Corporation employees will be permitted access to the Premises. Assignment of this agreement requires landlord approval in writing. | ||
| • | Service Receiver agrees not to put up any external or internal signs during the term of the agreement. |
Service Receiver’s Responsibilities
| • | Service Receiver will be required to provide and pay for all support and services required to move out of the facility at the end of the term. If Service Receiver requires contractors to assist them in moving out of the facility, Service Receiver agrees to provide Service Provider with proof of adequate contractor insurance coverage prior to contractor entering into the facility. | ||
| • | Service Receiver agrees to remove all of their personal property from the Premises at the end of the term. Tenant must return rented space to pre move in condition, with the exception of the offices, which should be left in an “as is” condition. | ||
| • | Service Receiver agrees to abide by all rules and regulations set by the landlord including but not limited to those included in the lease between the landlord of the Premises and the Service Provider | ||
| • | Service Receiver agrees that all cabling that is used to attached Service Receiver’s PC’s to the IT infrastructure will remain the property of the Service Provider and will not be removed by the Service Receiver at the end of the term. |
21
| • | The SREEs will be required to show proper identification to enter the Premises as determined by the Service Provider |
Term
| • | The TSA for the Premises shall automatically expire 3 months after this TSA for Payroll Services, unless terminated earlier by notice to the Service Provider at least 90 days in advance of the date Service Receiver desires to terminate this portion of the TSA for space at the Premises. There shall be no make-whole or other fee due to Service Provider for early termination. |
Pricing for Space at the Premises
During 2011
|
Cost plus 2% - 10% | |
From January 1, 2012 through December 31, 2012
|
Cost plus 2% - 10% | |
From January 1, 2013 through the end of the Term
|
Cost plus 2% - 10% |
The prices set forth above solely with respect to space at the Premises include the 2% or 10% increase for profit and the 4.5% annual increase for inflation. Sales and use or other
taxes are not included in the above mentioned pricing.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but
not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
22
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
23
ATTACHMENT
A
Inbound Interfaces:
| Program | Source | Destination | ||||||||
| Name | Business Purpose | Vendor | System | System | ||||||
| XRCISPDP | Dependents | ACS | Infinium | ACS | ||||||
| XYCISP XYCISP2 | ACS Salary ISP and Pension | ACS | Infinium | ACS | ||||||
| XPRCADPCHK | Create ADP Tax Journal | ADP | Infinium | ADP | ||||||
| XPRGMADPC | Maintain ADP Tax Controls | ADP | Infinium | ADP | ||||||
| XPYCADPDWN | ADP Periodic & Qtrly File Downld | ADP | Infinium | ADP | ||||||
| XPYGADPBAL | ADP Balance Report | ADP | Infinium | ADP | ||||||
| XPYGADPCHG | Refresh ADP Employee Number | ADP | Infinium | ADP | ||||||
| XECBRUC | Unemployement emps | Xxxxxxx | Infinium | Xxxxxxx | ||||||
| US RELOWAGE UPDATE.CARTUS | CARTUS | Infinium | CARTUS | |||||||
| XPYPCTWRC | Send Cartus Receipt of gr | CARTUS | Infinium | CARTUS | ||||||
| XPYCEEMT | Concur - Employee Master File Feed | Concur | Infinium | Concur | ||||||
| TEG002C | Employee information | Concur | Infinium | Concur E-Xpense | ||||||
| XPYCEEMT | FTP Employee information | Concur | Infinium | Concur | ||||||
| XCHCEXTEMP | Export Employees to Concur | Concur | Infinium | Concur | ||||||
| US Bank - ConcurTravel | Concur | Infinium | Concur | |||||||
| Garnishments | County Government | Infinium | County Government | |||||||
| XECEMED | Empire Eligbility and HDHP Mellon pass thru | Empire/Blue | Infinium | Empire/Blue | ||||||
| 800 EVHR employee Infinium Data | ITT | Infinium | Kronos | |||||||
| XPYGKRONOS | feed to (800) (Kronos) System | |||||||||
| NPYPCIMA | Employee feed 500 | ITT | Infinium | Xxxxxx | ||||||
| Xxxxxx’x Full Employee Master | ||||||||||
| NPYCCIM1ST | Update To Cim | ITT | Infinium | Xxxxxx | ||||||
| Download Employee Date to IPG | ||||||||||
| XYCEEMIPG | - Daily (ER 810 92SHR) | ITT | Infinium | Goulds |
24
| Program | Source | Destination | ||||||||
| Name | Business Purpose | Vendor | System | System | ||||||
| XPYG880D | Prudential Demographics 880 | Prudential | Infinium | Prudential | ||||||
| XPYG881D | Prudential Demographics 331 | Prudential | Infinium | Prudential | ||||||
| XPYPRUDEM | Send Prudential Demographics | Prudential | Infinium | Prudential | ||||||
| Systems | ||||||||||
| XPYP880D, 881D, | Prudential Systems | Prudential | Infinium | Prudential | ||||||
| 882D,883D | Demographics (ENI, CAP, CMC, | |||||||||
| ECI) | ||||||||||
| XECNHC | Cobra - New Hire | SHPS | Infinium | SHPS | ||||||
| XRCFSA | FSA - Deduction feed to SHPS | SHPS | Infinium | SHPS | ||||||
| XPYCSBBLD | Stock Options Eligibility | Xxxxx Xxxxxx | Infinium | Xxxxx Xxxxxx | ||||||
| XRCSBP | Xxxxx Xxxxxx CODES FILE | Xxxxx Xxxxxx | Infinium | Xxxxx Xxxxxx | ||||||
| XRCSBP | Xxxxx Xxxxxx EMAIL ADDRESSES | Xxxxx Xxxxxx | Infinium | Xxxxx Xxxxxx | ||||||
| XRCSBP | Xxxxx Xxxxxx PARTICIPANTS | Xxxxx Xxxxxx | Infinium | Xxxxx Xxxxxx | ||||||
| XPEGNH | New Hire | State of Indiana | Infinium | State of Indiana | ||||||
| XPEGWEBMD | WebMD ELIGIBILITY | WebMD | Infinium | WebMD | ||||||
| CCHCPWFTP | FTP CCUSECHD2-Well Fargo | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| password change | ||||||||||
| XPYCWFPAY | CLP to send payroll ACH file | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| to Xxxxx Fargo | ||||||||||
| XPYCWFPOS | CLP to run entire Xxxxx Fargo | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| pos pay process | ||||||||||
| XYGEXTCA | modified International ACH | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| file for ALL of CANADA | ||||||||||
| NWBPAYTRN | Direct deposit transmission | Xxxxx Fargo | Infinium | Wells Fargo | ||||||
| NWBCHK01 | Send Check Recon to bank | Wells Fargo | Infinium | Wells Fargo | ||||||
| CCUCPWDR | Re-send check recon to bank | Wells Fargo | Infinium | Wells Fargo | ||||||
| XPYCCTACH | Payroll ACH | Wells Fargo | Infinium | Wells Fargo |
25
| Program | Source | Destination | ||||||||
| Name | Business Purpose | Vendor | System | System | ||||||
| XRCECEMP1 | Active Directory | ITT | Infinium | ITT | ||||||
| XEMGP2E | HM Update Health Mast - Defense Companies | ITT - HM | Infinium | HM | ||||||
| XPEGHYPR | Hyperion Planning - Build Transmission file | ITT Hyperion | Infinium | Hyperion | ||||||
| XPYGMXLP | SAP AUTO PAY Benefit Deductions sent to Seneca Fall SAP system | ITT SAP | Infinium | SAP P2P | ||||||
| XPECJHUP | Send file to Hancock | John Hancock | Infinium | John Hancock | ||||||
| XECJHLT | John Hancock Eligibility | John Hancock | Infinium | John Hancock | ||||||
| NEW Development |
401K Feedback file from JP Morgan | JP Morgan | Infinium | JP Morgan | ||||||
| XECKMED | KAISER ELIGIBILITY | Kaiser Permanete | Infinium | Kaiser Permanete | ||||||
| XECUBSOUT | Transmit file to Life Plus for Marsh | Marsh | Infinium | Marsh | ||||||
| XPYCJH08 | Upload Life Plus file | Marsh | Infinium | Marsh | ||||||
| XECLP | LifePlus Eligibility | Marsh | Infinium | Marsh | ||||||
| XPYCHSA2 | HSA Send Extract File From Robot Job | Mellon | Infinium | Mellon | ||||||
| XPYCMM | Medco Prescription | Merck Medco | Infinium | Merck Medco | ||||||
| XPRCMLE | Metlife ltd/std mth - GL Advices | Metlife Advices | Infinium | Metlife | ||||||
| XPRCML5SGL | Metlife LTD/STD (Menu option) | Metlife Advices | Infinium | Metlife | ||||||
| XRCMETDTF | Metlife Dental | Metlife Dental | Infinium | Metlife Dental | ||||||
| XRGVA1 XRGVA3 XRGVA4 |
Print Voluntary Accident Monthly report data |
National Union Fire | Infinum | National Union Fire | ||||||
| XECPMED | PACIFICARE ELIG | PACIFICARE | Infinium | PACIFICARE | ||||||
| XPYPRURL1 | Prudential Loans Systems | Prudential | Infinium | Prudential | ||||||
| XPYC880O | ENI Prudential Dollar Send - 800 | Prudential | Infinium | Prudential | ||||||
| XPYC881O | CAP Prudential Dollar Send - 881 | Prudential | Infinium | Prudential | ||||||
| XPYC883O | ECI Prudential Dollar Send - 883 | Prudential | Infinium | Prudential |
26
| Program | Source | Destination | ||||||||
| Name | Business Purpose | Vendor | System | System | ||||||
| XYCISPACPU XYCISPAC | AC ISP Rate change file | ACS | ACS | Infinium | ||||||
| XRCISPDP | Dependents | ACS | Infinium | ACS | ||||||
| XYCISP XYCISP2 | ACS Salary ISP and Pension | ACS | Infinium | ACS | ||||||
| XPRCADPCHK | Create ADP Tax Journal | ADP | Infinium | ADP | ||||||
| XPRGADPQ1 | ADP Qtrly Unempl Process | ADP | ADP | Infiniium GL | ||||||
| XPRGMADPC | Maintain ADP Tax Controls | ADP | Infinium | ADP | ||||||
| XPYCADPDWN | ADP Periodic & Qtrly File Downld | ADP | Infinium | ADP | ||||||
| XPYGADPBAL | ADP Balance Report | ADP | Infinium | ADP | ||||||
| XPYGADPCHG | Refresh ADP Employee Number | ADP | Infinium | ADP | ||||||
| XPYCCBSND | SAVINGS BOND CONT FL | BANK OF CANADA | Infinium | BANK OF CANADA | ||||||
| XECBRUC | Unemployement emps | Barnett | Infinium | Barnett | ||||||
| CPEGHERH CPEGHERU | To update Infinium HR; contains pension data | Buck | Buck | Infinium | ||||||
| XPYCCT200 | Load and List wage request file from Cartus | CARTUS | CARTUS | Infinium | ||||||
| XPYCCT200C | Load Cartus file and process-batch job | CARTUS | CARTUS | Infinium | ||||||
| XPYCCT200P | Bring in Cartus Wage Request file | CARTUS | CARTUS | Infinium | ||||||
| XPYCCT300C | Load Cartus Gross Ups | CARTUS | CARTUS | Infinium | ||||||
| US_RELOWAGE - UPDATE.CARTUS | CARTUS | Infinium | CARTUS | |||||||
| XPYPCTWRC | Send Cartus Receipt of gr | CARTUS | Infinium | CARTUS |
27
| Program | Source | Destination | ||||||||
| Name | Business Purpose | Vendor | System | System | ||||||
| XYGCONCUR | Re-Apply Concur (PYPME History) to Payroll | Concur | Concur | Infinium | ||||||
| XCHGLDEMP | Concur - Load Employees from INFIN | Concur | Concur | Infinium | ||||||
| FPYCEEMTIN XYCEEMTIN XCHCCRTPAY |
Expense transations | Concur | Concur | Infinium | ||||||
| XYCEEMTIN | CONCUR - travel process expense records | Concur | Concur | Infinium | ||||||
| XPYCEEMT | Concur - Employee Master File Feed | Concur | Infinium | Concur | ||||||
| TEG002C | Employee information | Concur | Infinium | Concur EXpense | ||||||
| XPYCEEMT | FTP Employee information | Concur | Infinium | Concur | ||||||
| XCHCEXTEMP | Export Employees to Concur | Concur | Infinium | Concur | ||||||
| US Bank - Concur Travel | Concur | Infinum | Concur | |||||||
| Garnishments | County Government | Infinium | County Government |
|||||||
| XECEMED | Empire Eligbility and HDHP Mellon pass thru | Empire/Blue | Infinium | Empire/Blue | ||||||
| FPYCBGFTP | Labor feed 800 | Infinium | B&G | Infinium | ||||||
| NPYCCAFTP | Labor feed CQC | Infinium | Canada | Infinium | ||||||
| FPYCKINT | Canadian Kronos Labor interface to Infinium | Infinium | Canada Krono | Infinium | ||||||
| FPYCCPSFTP | Labor To Daily Time (CPSAL) | Infinium | CPSAL | Infinium | ||||||
| FPYCFFSFTP | Labor Load (FFSAL) | Infinium | FFSAL | Infinium | ||||||
| FPYCFISFTP | Labor Load(FISAL) | Infinium | FISAL | Infinium | ||||||
| FPYCFTFTP | Labor feed 831 | Infinium | FLOBW | Infinium | ||||||
| FPYCJOFTP | Labor feed 800 | Infinium | Flojet | Infinium | ||||||
| FPYCFLSFTP | labor laod(FLSAL) | Infinium | FLSAL | Infinium | ||||||
| FPYCGPFTP6 | Labor Load (GPH9V) | Infinium | G9H | Infinium | ||||||
| FPYCGPFTP7 | Labor load (GPH9W) | Infinium | G9H | Infinium | ||||||
| FPYCGPFTPA | Labor feed 835 | Infinium | Gould Pumps -WTG | Infinium | ||||||
| FPYCHTFTP | Labor feed 800 | Infinium | Heat | Infinium | ||||||
| XPYCGUN | After Posting CL-Create GL Interface Files |
Infinium | Infinium | Infinium | ||||||
| FPYCLESFTP | Time(LEOSAL) | Infinium | LEOSAL | Infinium | ||||||
| FPYCPISFTP | Time(PISAL) | Infinium | PISAL | Infinium |
28
| Program | Source | Destination | ||||||||
| Name | Business Purpose | Vendor | System | System | ||||||
| FPYCRUHR | Labor feed 860 | Infinium | Rule Hr | Infinium | ||||||
| FPYCRUSAL | Labor feed 860 | Infinium | Rule Sal | Infinium | ||||||
| FPYCWPCFTP | Time(WPC) | Infinium | WCP | Infinium | ||||||
| FPYCWBWFTP | Time(WEDBW) | Infinium | WEDBW | Infinium | ||||||
| XPEGPR | Promotions | Infinium | Excel | Infinium | ||||||
| XPEGSC3 | Salary Changes | Infinium | Excel | Infinium | ||||||
| FPYCEEMDLY | FTC Employee Master to be FTP | ITT | Infinium | Infinium | ||||||
| FPYCGLID | FTC GL to be sent out to FTC | ITT | Infinium | Infinium | ||||||
| FPYCGLIG | Goulds GL to be FTP | ITT | Infinium | Infinium | ||||||
| FPYCGLIGFL | Goulds Flowtronex GL to be FTP | ITT | Infinium | Infinium | ||||||
| SPYCGLID | Creates and Builds GL recs for a Cycle code | ITT | Infinium | Infinium | ||||||
| XPYC800WK | Employee information 800 | ITT | Infinium | B&G | ||||||
| FRPECSV | Kronos employee download CQC | ITT | Infinium | Canadian companies |
||||||
| XPYCGLIG | Generic GL Interface File | ITT | Infinium | Infinium | ||||||
| XRCECEMP1 | Active Directory | ITT | Infinium | ITT | ||||||
| FLYGT EMP FEED | ITT — FLYGT | Infinium | FLYGT | |||||||
| XEMGP2E | HM Update Health Mast - Defense Companies | ITT — HM | Infinium | HM | ||||||
| XPEGHYPR | Hyperion Planning - Build Transmission file | ITT Hyperion | Infinium | Hyperion | ||||||
| XPYGMXLP | SAP AUTO PAY Benefit Deductions sent to Seneca Fall SAP system | ITT SAP | Infinium | SAP P2P | ||||||
| XPECJHUP | Send file to Hancock | John Hancock | Infinium | John Hancock | ||||||
| XECJHLT | John Hancock Eligbility | John Hancock | Infinium | John Hancock | ||||||
| XPYCHCK01 | Receive Long Term Care file | John Hancock | John Hancock | Infinium | ||||||
| Receive Long Term Care Billing file | John Hancock | John Hancock | Infinium | |||||||
| XPYCJH01 | Copy from Tape J&HKVI data to file XPYPJHI | John Hancock | John Hancock | Infinium | ||||||
| XPYCJH07 | Receive life plus file | John Hancock | John Hancock | Infinium | ||||||
| NEW Development | 401K Feedback file from JP Morgan | JP Morgan | Infinum | JP Morgan | ||||||
| NEW Development | 401K Hourly to JP Morgan | JP Morgan | JP Morgan | Infinium | ||||||
| XECKMED | KAISER ELIGIBILITY | Kaiser Permanete | Infinium | Kaiser Permanete | ||||||
| XECUBSOUT | Transmit file to Life Plus for Marsh | Marsh | Infinium | Marsh | ||||||
| XPYCJH08 | Upload Life Plus file | Marsh | Infinium | Marsh | ||||||
| XECLP | LifePlus Eligibility | Marsh | Infinium | Marsh | ||||||
| XECUBSI | Receive Life Plus Input File | Marsh | Marsh | Infinium |
29
| Program Name |
Business Purpose | Vendor | Source System |
Destination System |
||||||
| XPYCMM | Medco Prescription | Merck Medco | Infinium | Merck Medco | ||||||
| XPRCMLE | Metlife ltd/std mth - GL Advices | Metlife Advices | Infinium | Metlife | ||||||
| XPRCML5SGL | Metlife LTD/STD ( Menu option) | Metlife Advices | Infinium | Metlife | ||||||
| XRCMETDTF | Metlife Dental | Metlife Dental | Infinium | Metlife Dental | ||||||
| XRGVA1 XRGVA3 XRGVA4 |
Print Voluntary Accident Monthly report data |
National Union Fire | Infinum | National Union Fire |
||||||
| XECPMED | PACIFICARE ELIG | PACIFICARE | Infinium | PACIFICARE | ||||||
| XYCRME | Receive and process autotime - car allowance | Runzheimer | Runzheimer | Infinium | ||||||
| XYCRMEC | Receive and process Can AT - car allowance | Runzheimer | Runzheimer | Infinium | ||||||
| XPYGRNZHMR | Re-Apply Runzheimer (PYPME History) to Payroll | Runzheimer | Runzheimer | Infinium | ||||||
| XECNHC | Cobra - New Hire | SHPS | Infinium | SHPS | ||||||
| XRCFSA | FSA - Deduction feed to SHPS | SHPS | Infinium | SHPS | ||||||
| XPYCSBBLD | Stock Options Eligibility | Smith Barney | Infinium | Smith Barney | ||||||
| XRCSBP | Smith Barney CODES FILE | Smith Barney | Infinium | Smith Barney | ||||||
| XRCSBP | Smith Barney EMAIL ADDRESSES | Smith Barney | Infinium | Smith Barney | ||||||
| XRCSBP | Smith Barney PARTICIPANTS | Smith Barney | Infinium | Smith Barney | ||||||
| XPYSBOPT1 | Receive Smith Barney Options | Smith Barney | Smith Barney | Infinium | ||||||
| XPYSBRES1 | Receive Smith Barney Restricted | Smith Barney | Smith Barney | Infinium | ||||||
| XPEGNH | New Hire | State of Indiana | Infinium | State of Indiana | ||||||
| XPRGUNWA | ||||||||||
| XPYGUNF | United Way Upload to PYPDE | United Way | United Way | Infinium | ||||||
| XPEGWEBMD | WebMD ELIGIBILITY | WebMD | Infinium | WebMD | ||||||
| CCHCPWFTP | FTP CCUSECHD2 - Well Fargo password change | Wells Fargo | Infinium | Wells Fargo | ||||||
| XPYCWFPAY | CLP to send payroll ACH file to Wells Fargo | Wells Fargo | Infinium | Wells Fargo | ||||||
| XPYCWFPOS | CLP to run entire Wells Fargo pos pay process | Wells Fargo | Infinium | Wells Fargo | ||||||
| XYGEXTCA | modified International ACH file for ALL of CANADA | Wells Fargo | Infinium | Wells Fargo | ||||||
| NWBPAYTRN | Direct deposit transmission | Wells Fargo | Infinium | Wells Fargo | ||||||
| NWBCHK01 | Send Check Recon to bank | Wells Fargo | Infinium | Wells Fargo | ||||||
| CCUCPWDR | Re-send check recon to bank | Wells Fargo | Infinium | Wells Fargo | ||||||
| XPYCCTACH | Payroll ACH | Wells Fargo | Infinium | Wells Fargo | ||||||
| XPYCWFREC | CLP to receive check recon file from Wells Fargo | Wells Fargo | Wells Fargo | Infinium | ||||||
| XPYCWFREC | Receive Check recon | Wells Fargo | Wells Fargo | Infinium |
30
ATTACHMENT B
The following table documents the process day for the in-scope pay cycles:
| Paid | Required | |||||||||||||||
| EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
GOULDS PUMPS CANADA (IPG)
|
CGOBW | BI WEEKLY CGO | B | X | Pay Week -Monday | ITTCO | Mon - 2pm | |||||||||
ONTARIO PRO SERVICES CENTER
|
CONBW | BI WEEKLY CON | B | X | Pay Week -Monday | ITTCO | Mon - 2pm | |||||||||
ITT CANNON
|
BIWBW | BIW BI WEEKLY | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CANNON
|
BIWHR | BIW HOURLY | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CANNON
|
BWCAN | BI WEEKLY CANNON | B | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT CANNON
|
HRCAN | CANNON HOURLY EMPLOYEES | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT VEAM, LLC
|
BWVEA | VEAM SALARY | B | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT VEAM, LLC
|
HRVEA | HOURLY VEAM | B | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT CORPORATION
|
BWIND | ITT INDUSTRIES BI-WEEKLY | B | X | Pay Week -Tuesday | Unknown | Tues - 2pm | |||||||||
COMPUTERS, EQUIP LEASING
CORP
|
CELBW | COMPUTER & EQUIP LEASING | B | X | Non Pay Week -Friday | Unknown | Tues - 2pm | |||||||||
ITT TRANSPORTATlON DIST
SVCS
|
BWGRP | TDS BW | B | X | Non Pay Week -Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AERHR | AEROSPACE HOURLY AH | W | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AESAL | AEROSPACE SALARY AP | B | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AMOHR | AMORY HOURLY FH | W | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AMSAL | AMORY SALARY FS | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm |
31
| Paid | Required | |||||||||||||||
| EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT R&CW CANADA
|
FPCAS | FLUID PRODUCTS | B | X | Pay Week -Monday | WaterCO | Mon - 2pm | |||||||||
ITT WATER & WASTEWATE
|
FLCAN | BI WEEKLY FLYGT | B | X | Non Pay Week - | WaterCO | Mon - 2pm | |||||||||
ITT CORPORATI
|
BWIND | ITT INDUSTRIES | B | X | Pay Week - Tuesday | Unknown | Tues - 2pm | |||||||||
COMPUTER & EQUIP
|
CELBW | COMPUTER & EQUIP | B | X | Non Pay Week - | Unknown | Tues - 2pm | |||||||||
ITT
|
BWGRP | TDS BW | B | X | Non Pay | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
BGSAL | BELL & GOSSETT | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
ITT
FLUID TECHNOLOGY
|
BGUN | BBLL & GOSSETT | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
CONHR | CONOFLOW HOURLY CH | W | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
COSAL | CONOFLOW SALARY CN | B | X | Non Pay Week - Friday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
CPSAL | CUSTOM PUMPS SALARY | B | X | Non Pay Week - Thursday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
FLOBW | FLOJET BI WEEKLY | B | X | Non Pay Week - | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
FTCBW | FTC BI WEEKLY | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
GRSAL | GRINDEX SALARY GR | B | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
HTUN | HEAT TRANSFER | W | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID
|
RCSAL | R&CW HQ | B | X | Pay Week - | WaterCO | Tues - 2pm | |||||||||
ITT FLUID
|
SHBW | SHEROTEC | B | X | Non Pay | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
SHHR | SHEROTEC HOURLY ST | W | X | Pay Week -Monday | Unknown | Tues - 2pm | |||||||||
ITT FLUID
|
WTBW | WET | B | X | Pay Week - | Unknown | Tues - 2pm | |||||||||
LAING
|
LTSAL | LAING | B | X | Pay Week - | WaterCO | Tues - 2pm | |||||||||
ITT CORPORATI
|
FRCSA | GOULD SHARED | B | X | Non Pay Week - | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS PA
|
H9XSA | ASHLAND SALARY | B | X | Non Pay Week - | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS TEXAS
|
H9WSA | TX TURBINE & PRO SHOP SALARY | B | X | Non Pay Week - Thursday | WaterCO | Tues - 2pm | |||||||||
FLOWTRONEX PSI INC
|
FLOBW | FLOWTRONEX PSI BW | B | X | Non Pay Week - | WaterCO | Tues - 2pm | |||||||||
ITT WATER
|
9XLWS | WATER TEC | B | X | Non Pay | WaterCO | Tues - 2pm |
32
| Paid | Required | |||||||||||||||
| EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT WATER TECHNOLOG
|
92WTG | WATER TECH WEEKLY | W | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
GODWIN PUMPS OF
|
WKGWP | GODWIN PUMP | W | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
GODWIN PUMPS OF
|
BWGWP | GODWIN PUMP BI - | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
ITT WATER & WASTE WATER
IN LLC
|
FISAL | MINERVA SALARY BI-WEEKLY | B | X | Non Pay Week - Friday | WaterCO | Tues - 2pm | |||||||||
ITT WATER & WASTEWATE
|
FFSAL | FLYGT FLORDA SAL | B | X | Non Pay Week - | WaterCO | Tues - 2pm | |||||||||
ITT RULE
|
RUSAL | RULE SALARY | B | X | Pay Week - | WaterCO | Tues - 2pm | |||||||||
ADVANCED WATER
|
WPC | WATER POLUTION | B | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
SRP ACQUISITION CORP
|
ROYCE | SRP ACQUISITON CORP | B | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
WEDECO INC
|
WEDBW | WEDECO BW | B | X | Pay Week - | WaterCO | Tues - 2pm | |||||||||
THE FB LEOPOLD
|
LEOSA | LEOPOLD BW | B | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
NOVA ANALYTICS
|
BWEXE | Bi-Weekly Executive | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
NOVA ANALYTICS EUROPE LLC
|
BWNAE | BW NOVA ANALYTICS EUROPE LLC | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
GLOBAL WATER
INSTRUMENTATION
|
BWGWI | BW GLOBAL WATER INSTRUMENTATION | B | X | Non Pay Week Tuesday | WaterCO | Tues - 2pm | |||||||||
BELLINGHA M &
|
BWBSI | BELLINGHA M & | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
AANDERAA DATA INSTRUMEN
|
BWADI | BW AANDERAA DATA | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm |
33
| Paid | Required | |||||||||||||||
| EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT FLUID
TECHNOLOGY
|
CTBW | C’ TREAT BW | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
EVHR | ENG VALVES HOURLY | W | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
EVSAL | ENG VALVES SALARY EV | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
GRSAL | GRINDEX SALARY GR | B | X | Non Pay Week -Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
MFCBW | MOTION FLOW CONTROL SALARY | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
SHBW | sherotec BW | B | X | Non Pay Week -Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
SHHR | SHEROTEC HOURLY ST | W | X | Pay Week -Monday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
WTBW | WET | B | X | Pay Week -Monday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
CARBN | CARBON INDUSTRIES | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
EVZHR | DIV-IPG, UNITS VU,PJ,QU WEEKLY | W | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
H9WPS | PRO SHOP SALARY TX-BI-WEEKLY | B | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
PROBW | BI WEEKLY CYCLE | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
9XLCS | CITY OF INDUSTRY SALARY | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
9XLSA | GOULD’S IPGBI-WEEKLY SALARY | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
92SHR | SF UNION -IPG-SU, CPG WU WKLY | W | X | Pay Week -Monday | ITTCO | Tues - 2pm |
34
| Paid | Required | |||||||||||||||
| EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT CORPORATION(FRC)
|
FRCSA | XXXXX SHARED SERVICES | B | X | Non Pay Week -Thursday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS PA
|
H9XSA | ASHLAND SALARY | B | X | Non Pay Week -Friday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS XXX
|
X0XXX | IPG SALARY | B | X | Non Pay Week -Thursday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY
ABSORPTION(ENIDINE)
|
EAHR | ENIDINE WEEKLY HOURLY EA | W | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY
ABSORPTION(ENIDINE)
|
EASAL | ENIDINE BI-WEEKLYSALARY EA | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION (CAP)
|
CAHR | CAP WEEKLY HOURLY CA | W | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION (CAP)
|
CASAL | CAP BI-WEEKLY SALARY CA | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
XXXX | BILLERICA HOURLY CM | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
BISAL | BILLERICA BI-WEEKLY SALARY CM | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
CMHR | CMC BI-WEEKLY HOURLY CM | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
CMSAL | CMC BI-WEEKLY SALARY CM | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT-KALIBURN INC.
|
KBHR | KALIBURN HOURLY(BI-WEEKLY) | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT-KALIBURN INC.
|
KBSAL | KALIBURN SALARY(BI-WEEKLY | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT KONI
|
BWFRI | KONI FRICTION SALARIED | B | X | Non Pay Week -Thursday | ITTCO | Tues - 2pm | |||||||||
ITT KONI
|
BWKON | BI WEEKLY KONI | B | X | Non Pay Week -Thursday | ITTCO | Tues - 2pm |
35
ATTACHMENT C
Custom Queries to be run once a month by service provider:
| Application Used to Produce | ||||||||
| Query/Report Name | Information | Provider | Information Supplied | Frequency of Request | ||||
DWA87200___ MonthYear
|
Infinium Query | Xxxxxx Xxxxx | Salaries Information of employees on Severance (Income Codes 00140 and 00270) | Monthly | ||||
Payroll by Individual
|
Business Objects | Xxxxx Xxxxxxx | Payroll information of HQ Employees with names and cost centers | Monthly | ||||
Headcount
|
Business Objects | Xxxxxx Xxxx | Payroll information of HQ Employees with names and cost centers | Monthly |
36
SCHEDULE CB2
SECURITY OPERATIONS CENTER
SECURITY OPERATIONS CENTER
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxxx Xxxxxxx Exelis Inc. |
Business Area Manager, Cyber Security Programs | xxxx.xxxxxxx@xxx.xxx | ||||
| Xxxx X. Xxxxxxx Xylem Inc. |
Director, Information Security Architecture, Engineering & Operations | xxxx.xxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform Information Technology — Security Operations Center (IT-SOC)
Support Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Transaction | Period | Service | |||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
IT-SOC-01
|
Security Operations Center Support Services | Provide IT Security event monitoring and intrusion detection; and serves as a single point for information security related issues: | ||||||||||
• Environmental Awareness — Service Provider
will provide environmental awareness activities,
including Risk/Threat Analysis
|
1 Analysis per Month | |||||||||||
• Management and Administration of Global IDS/IDP
Security Devices — Service Provider will manage and
administer Global IDS/IDP Security Devices.
|
40 Modifications per Month | |||||||||||
• Network Data Aggregation, Normalization, and
Correlation —.Service Provider will provide network
data aggregation, normalization, and correlation for
the Service Receiver. Service Provider will provide
centralized management of network and security event
logs collected from multiple sources. Log and/or event
monitoring sources will include, but not limited to,
technologies such as:
|
||||||||||||
o Firewalls |
||||||||||||
o VPN concentrators |
||||||||||||
o Intrusion Detection/Prevention appliances |
1500 Security Events per Second | |||||||||||
o Content filters |
||||||||||||
o As well as other approved and agreed upon controlled
points that can provide insight and/or generate alerts
that detect real time threats to the enterprise |
3 | Cost plus 2% - 10% | ||||||||||
Service Provider will also leverage multiple levels of
alerting and threat identification to include:
o Predefined alerts |
||||||||||||
o Network anomaly detection rules |
||||||||||||
o Emerging cyber threat monitoring |
||||||||||||
Service Provider will ensure compliance with legal,
regulatory, and internal policies regarding records
management, incident documentation, and data retention
requirements for data within Service Provider’s
control. |
||||||||||||
• Help Desk — Service Provider will make
available the IT-SOC Help Desk, via phone or email, to
provide assistance for security-related issues or
concerns to the Service Receiver’s IT and/or Management
staff.
|
30 Contacts per Month | |||||||||||
• Metrics/KPIs Reporting — Service Provider will
provide metrics to communicate overall effectiveness of
IT-SOC activities and investigations. Service Provider
is able to organize, manage, and visualize data, as
well as produce reports that identify baselines and
projected targets; trending; and standardized key
metrics tailored to Service Receiver’s business needs.
|
1 Status Report per Week | |||||||||||
2
Service Provider will have the necessary United States Government security clearances to
enable and leverage interaction with Federal/State/Local Government and Department of Defense
Agencies in support of investigations, compliance issues, and/or threat related activity and
information sharing at the request of Service Receiver. Such interaction can include, but not
limited to, agencies such as:
| • | Federal/State/Local Law Enforcement (Investigations) | ||
| • | Department of State / Department of Commerce (Compliance) | ||
| • | Department of Defense | ||
| • | The Defense Industrial Base (DIBNet-U and DIBNet-S) Interaction and Information Sharing |
Service Volumes Greater or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities
| Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications
3
increase the cost for Service Provider, Service Recipient that requires the modifications shall pay
all the additional costs including the costs for the other Service Recipients.
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
IT-SOC-02
|
Security Operations Center Migration | Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | Time and Materials Based on Additional Pricing Section | |||
• Support of
data extraction
requests from the
Service Receiver |
||||||
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state of the Security
Operations Center |
||||||
IT-SOC-03
|
Security Operations Center Knowledge Transfer | Service Provider will provide the following knowledge transfer services: | Time and Materials Based on Additional Pricing Section | |||
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Security Operations
Center |
Supplemental Services
For requests for supplemental services relating to Information Technology — Security Operations
Center by Service Receiver not mentioned in this Schedule or not included within the costs
documented in this agreement, Service Receiver will provide a discreet project request and submit
such request to Service Provider using the formalized Change Request attached as Annex A for
consideration by Service Provider.
Where notice is required a number of business days prior to some required action by Service
Provider, notice must be received by 12 noon Eastern Time to be counted as received during such
business day. Service Provider shall, within a commercially reasonable period, provide a price
quote to be commercially reasonable based on the current cost of the Services to Service Receiver
taking into account, such items as the specific time the request was made, service delivery
volumes, exit planning activities, and other activities Service Provider is currently engaged in at
the time of the request, but not later than 30 days after the request was made. If Service
Provider, in its sole discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it
is not capable of making such changes with its current staff during the time period
4
requested without interrupting the Services provided to itself or any other service receiver.
Service Provider need not provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance of the price.
LOCATIONS
Services are initially provided from Rome, NY, USA to global locations.
PREREQUISITES/DEPENDENCIES
| • | If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Service Receiver must coordinate with Service Provider to ensure that either direct access to Receiver’s network is available, or access to a data collector in Receiver’s network is available for the period of this TSA. | ||
| • | Service Receiver must configure its appliances in order to forward data logs to Service Provider. | ||
| • | Service Receiver must provide appropriate global administrative credentials to Service Provider in order to manage intrusion prevention system. | ||
| • | Service Receiver must provide a list of appropriate contacts and points of escalation. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such classifications shall
be consistent with the priorities Service Provider set for itself as a recipient of services.
Incidents classified using this methodology will be triaged as documented in Attachment A.
In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver
and work together to try and resolve such incidents.
5
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
6
ATTACHMENT A
The IT-SOC staff is accessible, based on need and criticality, 24 hours a day, 7 days a week,
365 days a year, through the usage of on-call staff to assist with any IT Security related
incident.
The IT-SOC Help Desk can be reached by phone or email and is ready to provide assistance for any
information security related and concerns. Depending on the urgency, severity, and scope of the
problem, there are two recommended contact methods:
| 1. | ITT IT Security Operations Center: Phone: 800 (Mondays — Fridays; 7 am—5 pm ET) Email: |
| 2. | In instances where there is an emergency or suspected situation occurring, please contact the IT-SOC Director and/or Assistant Director directly, 24/7, utilizing the contact information below: |
Director | ITT IT Security Operations Center |
Assistant Director | ITT IT Security Operations Center |
7
SCHEDULE CB3
INFINIUM APPLICATION SERVICES
INFINIUM APPLICATION SERVICES
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
Xxx Xxxxxxxx Exelis Inc. |
Enterprise Applications Manager |
|
xxx.xxxxxxxx@xxx.xxx | |||
Xxxxx Xxxxxxxx Xylem Inc. |
IT Director, Corporate Functions and PMO | xxxxx.xxxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will provide Infinium Application Support Services for Service Receiver.
Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the
functionality, processes, input and output screens, and documents that support the Service
Provider’s business and business processes in the twelve months prior to the Distribution date.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement,
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Transaction | Period | Service | |||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
| Provide Infinium Application HR, Payroll, and General Ledger Related Support Services: | ||||||||||||
IT-Infinium-01
|
Infinium Application HR, Payroll and related GL Support Services | • Access to
Infinium Application
— Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days.
• Infinium
Support & Maintenance
— Service Provider
will monitor incident
resolution requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
• Infinium
Database Support —
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments.
• Custom
reports and data
extracts will be
provided as necessary
to support legal,
audit and compliance
tasks when requested
by authorized
individuals.
|
65 calls/ month 6 calls/ month |
18 | Costs will be passed through as part of the HR/Payroll/Benefits TSA | |||||||
2
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Transaction | Period | Service | |||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Ad-Hoc
development/services
or processing of
reports consistent
with what was
provided in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any new
Ad-Hoc reporting
requirements will be
considered
out-of-scope and will
be provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement.
• Any
modification of
3rd Party
Interfaces consistent
with support of BAU
or seasonal business
processes which were
provided with
existing internal
resources in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any
changes to 3rd party
relationships which
require new interface
modifications or
re-writes are not
included as part of
the scope of this
agreement and will be
provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. |
||||||||||||
| Provide Infinium Application General Ledger Support for Enterprise Accounting Function: | ||||||||||||
IT-Infinium-02
|
Infinium Application GL Services for Enterprise Accounting Function Support Services |
• Access to
Infinium Application
— Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days.
• Infinium
Support & Maintenance
— Service Provider
will monitor incident
resolution requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
|
65 calls/ month 6 calls/ month |
18 | Costs will be passed through as part of General Ledger Accounting — ITT HQ TSA | |||||||
3
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Transaction | Period | Service | |||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
• Infinium
Database Support —
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments.
• Custom
reports and data
extracts will be
provided as necessary
to support legal,
audit and compliance
tasks when requested
by authorized
individuals.
• Ad-Hoc
development/services
or processing of
reports consistent
with what was
provided in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any new
Ad-Hoc reporting
requirements will be
considered
out-of-scope and will
be provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement.
• Any
modification of
3rd Party
Interfaces consistent
with support of BAU
or seasonal business
processes which were
provided with
existing internal
resources in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any
changes to 3rd party
relationships which
require new interface
modifications or
re-writes are not
included as part of
the scope of this
agreement and will be
provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. |
||||||||||||
| Provide Infinium Accounts Payable and Currency Management Support for Enterprise Accounting Function: | ||||||||||||
IT-Infinium-03
|
Infinium Application AP and CM Support Services | • Access to
Infinium Application
— Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust
|
18 | Costs will be passed through as part of General Ledger Accounting — ITT HQ TSA | ||||||||
4
| Minimum | ||||||||||||
| BAU | Service | |||||||||||
| Service | Transaction | Period | Service | |||||||||
| Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days.
• Infinium
Support & Maintenance
— Service Provider
will monitor incident
resolution requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
• Infinium
Database Support —
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments. |
20 calls/ month 6 calls/ month |
|||||||||||
| * | BAU volumes will be calculated on a rolling 12-month average to account for seasonal fluctuations and any temporary spike in service volumes post-spin. | |
| * | For BAU volumes, one incident will be considered the equivalent of one call (regardless of the number of phone conversations related to the same issue). |
Services that will not be provided as part of this agreement are:
| • | Employee Self Service Module (including Online Benefits Enrollment) |
Service Volumes Greater Than or Less Than Observed Pre-Distribution Date
Service Provider will deliver the same volume of Services as delivered in the 12 months prior to
the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation,
“Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will
accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a
time and materials basis with respect to the one-time set-up fees. The table below will then apply
following the completion of the one-time set-up activities.
| Scenario | One-Time Setup Fees | Monthly Fees | ||
| Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes] | No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below |
5
| Scenario | One-Time Setup Fees | Monthly Fees | ||
| Service Volume greater or less than BAU | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service. |
Ad-Hoc development/services or processing of reports consistent with what was provided prior
to the distribution date will be supported as part of this agreement. Service Provider will use
commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or
legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver
in meeting new legal obligations will be provided on a time and materials basis as described in the
Additional Pricing section of this agreement. Any changes to 3rd party relationships which require
interface modifications or re-writes are not included as part of the scope of this agreement.
Should the Service Receiver require such changes, Parties agree to negotiate in good faith with
regard to such modification. In the event modifications to the services provided are required by
law for only the Service Recipient and such modifications increase the cost for Service Provider,
Service Recipient that requires the modifications shall pay all the additional costs including the
costs for the other Service Recipients.
Exit Services
The following services will be provided upon receipt of a Termination Notice to exit from this
Service.
| Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
| Service Provider will make commercially reasonable best efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-Infinium-04 |
Infinium Migration | • Support of
data extraction
requests from the
Service Receiver |
||||
• Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | |||||
| Service Provider will
provide the following
knowledge transfer
services: |
||||||
IT-Infinium-05
|
Infinium Knowledge Transfer |
• Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Infinium Application
and related
interfaces
|
Time and Materials Based on Additional Pricing Section |
6
Supplemental Services
For requests for supplemental services relating to Infinium Application support services by Service
Receiver not mentioned in this Schedule or not included within the costs documented in this
agreement, Service Receiver will provide a discreet project request and submit such request to
Service Provider using the formalized Change Request attached as Annex A for consideration by
Service Provider.
Where notice is required a number of business days prior to some required
action by Service Provider, notice must be received by 12 noon Eastern Time to
be counted as received during such business day. Service Provider shall, within
a commercially reasonable period, provide a price quote to be commercially
reasonable based on the current cost of the Services to Service Receiver taking
into account, such items as the specific time the request was made, service
delivery volumes, exit planning activities, and other activities Service
Provider is currently engaged in at the time of the request, but not later than
30 days after the request was made. If Service Provider, in its sole
discretion determines (i) such request would increase the ongoing operating
costs for Service Provider (as a service recipient) or any other service
receiver or (ii) that it is not capable of making such changes with its current
staff during the time period requested without interrupting the Services
provided to itself or any other service receiver. Service Provider need not
provide a price quote or perform the services. Where a price quote is
provided, Service Provider shall provide the service requested upon acceptance
of the price.
LOCATIONS
Services are initially provided from Fort Xxxxx, IN, USA to Canada and USA
locations for HR and payroll, and White Plains, NY for GL, AP, and CM.
PREREQUISITES/DEPENDENCIES
| • | Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| • | Any IT services required to support business services outlined in the HR/Payroll/Benefits TSA and which were provided in the 12 months prior to the distribution date will be supported as part of this agreement. | ||
| • | If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. |
7
SERVICE LEVEL
Service Provider will classify incidents at its own discretion. Such
classifications shall be consistent with the priorities Service Provider set
for itself as a recipient of services. Incidents classified using this
methodology will be triaged as documented in Attachment B.
In the event incidents cannot be resolved in the time outlined in Attachment B,
Service Provider shall promptly notify Service Receiver and work together to
try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
8
ATTACHMENT A
| Program | Source | Destination | ||||||||
| Name | Business Purpose | Vendor | System | System | ||||||
| XYCISPACPU XYCISPAC |
AC ISP Rate change file | ACS | ACS | Infinium | ||||||
| CPEGHERH CPEGHERU CPEGSERA |
To update Infinium HR; contains pension data | Buck | Buck | Infinium | ||||||
| XPYCCT200 | Load and List wage request file from Cartus | CARTUS | CARTUS | Infinium | ||||||
| XPYCCT200C | Load Cartus file and process-batch job | CARTUS | CARTUS | Infinium | ||||||
| XPYCCT200P | Bring in Cartus Wage Request file | CARTUS | CARTUS | Infinium | ||||||
| XPYCCT300C | Load Cartus Gross Ups | CARTUS | CARTUS | Infinium | ||||||
| XYGCONCUR | Re-Apply Concur (PYPME History) to Payroll | Concur | Concur | Infinium | ||||||
| XCHGLDEMP | Concur — Load Employees from INFIN | Concur | Concur | Infinium | ||||||
| FPYCEEMTIN XYCEEMTIN XCHCCRTPAY |
Expense transations | Concur | Concur | Infinium | ||||||
| XYCEEMTIN | CONCUR — travel process expense records | Concur | Concur | Infinium | ||||||
| FPYCBGFTP | Labor feed 800 | Infinium | B&G | Infinium | ||||||
| NPYCCAFTP | Labor feed CQC | Infinium | Canada | Infinium | ||||||
| FPYCKINT | Canadian Kronos Labor interface to Infinium | Infinium | Canada Krono |
Infinium | ||||||
| FPYCCPSFTP | Labor To Daily Time (CPSAL) | Infinium | CPSAL | Infinium | ||||||
| FPYCFFSFTP | Labor Load (FFSAL) | Infinium | FFSAL | Infinium | ||||||
| FPYCFISFTP | Labor Load(FISAL) | Infinium | FISAL | Infinium | ||||||
9
| Program | Source | Destination | ||||||||
| Name | Business Purpose | Vendor | System | System | ||||||
| FPYCFTFTP | Labor feed 831 | Infinium | FLOBW | Infinium | ||||||
| FPYCJOFTP | Labor feed 800 | Infinium | Flojet | Infinium | ||||||
| FPYCFLSFTP | labor laod(FLSAL) | Infinium | FLSAL | Infinium | ||||||
| FPYCGPFTP6 | Labor Load (GPH9V) | Infinium | G9H | Infinium | ||||||
| FPYCGPFTP3 | Labor feed 810 | Infinium | Xxxxx Pumps - EVZ | Infinium | ||||||
| FPYCGPFTPA | Labor feed 835 | Infinium | Xxxxx Pumps - WTG |
Infinium | ||||||
| FPYCHTFTP | Labor feed 800 | Infinium | Heat | Infinium | ||||||
| ? | Labor feed 905 | Infinium | Koni Xxx | Infinium | ||||||
| FPYCKBSFTP | Labor feed for Olympic | Infinium | Olympic | Infinium | ||||||
| FPYCPISFTP | Time(XXXXX) | Infinium | XXXXX | Infinium | ||||||
| FPYCRUHR | Labor feed 860 | Infinium | Rule Hr | Infinium | ||||||
| FPYCRUSAL | Labor feed 860 | Infinium | Rule Xxx | Infinium | ||||||
| FPYCWPCFTP | Time(WPC) | Infinium | WCP | Infinium | ||||||
| CPYCBIWHR | Labor Load (BIWHR) | Infinium | BIWHR | Infinium | ||||||
10
| Program | Source | Destination | ||||||||
| Name | Business Purpose | Vendor | System | System | ||||||
| XPEGPR | Promotions | Infinium | Excel | Infinium | ||||||
| XPEGSC3 | Salary Changes | Infinium | Excel | Infinium | ||||||
| FPYCEEMDLY | FTC Employee Master to be FTP | ITT | Infinium | Infinium | ||||||
| FPYCGLID | FTC GL to be sent out to FTC | ITT | Infinium | Infinium | ||||||
| FPYCGLIG | Goulds GL to be FTP | ITT | Infinium | Infinium | ||||||
| NPYCCIM1ST | Xxxxxx’x Full Employee Master Update To Cim | ITT | Infinium | Xxxxxx | ||||||
| XPECJHUP | Send file to Xxxxxxx | Xxxx Xxxxxxx | Infinium | Xxxx Xxxxxxx | ||||||
| XECJHLT | Xxxx Xxxxxxx Eligbility | Xxxx Xxxxxxx | Infinium | Xxxx Xxxxxxx | ||||||
| XPYCHCK01 | Receive Long Term Care file | Xxxx Xxxxxxx | Xxxx Xxxxxxx |
Infinium | ||||||
| Receive Long Term Care Billing file | Xxxx Xxxxxxx | Xxxx Xxxxxxx |
Infinium | |||||||
| XPYCJH07 | Receive life plus file | Xxxx Xxxxxxx | Xxxx Xxxxxxx |
Infinium | ||||||
| XPYCJH08 | Upload Life Plus file | Xxxxx | Infinium | Xxxxx | ||||||
| XPYPRUDEM | Send Prudential Demographics Systems |
Prudential | Infinium | Prudential | ||||||
| XPYP880D, 881D, 882D, 883D |
Prudential Systems Demographics(ENI, CAP, CMC, ECI) |
Prudential | Infinium | Prudential | ||||||
| XYCRME | Receive and process autotime — car allowance | Runzheimer | Runzheimer | Infinium | ||||||
| XRCSBP | Xxxxx Xxxxxx EMAIL ADDRESSES | Xxxxx Xxxxxx | Infinium | Xxxxx Xxxxxx | ||||||
| XRCSBP | Xxxxx Xxxxxx PARTICIPANTS | Xxxxx Xxxxxx | Infinium | Xxxxx Xxxxxx | ||||||
| XPYSBRES1 | Receive Xxxxx Xxxxxx Restricted | Xxxxx Xxxxxx | Xxxxx Xxxxxx |
Infinium | ||||||
| CCUCPWDR | Re-send check recon to bank | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| XPYCCTACH | Payroll ACH | Xxxxx Fargo | Infinium | Xxxxx Fargo | ||||||
| XPYCWFREC | CLP to receive check recon file from Xxxxx Fargo | Xxxxx Fargo | Xxxxx Fargo | Infinium | ||||||
| XPYCWFREC | Receive Check recon | Xxxxx Fargo | Xxxxx Fargo | Infinium | ||||||
11
ATTACHMENT B
Following are the incident priorities and expected resolution target times:
| Priority | Accept | Resolve Incidents | ||
| Xxxxxx | 00 xxxx | 0 xx | ||
| Xxxx | 0 xx | 4 hrs | ||
| Medium | 2 hrs | 8 hrs | ||
| Low | 4 hrs | 48 hrs |
Priority of Incidents
Urgent: System/Component or Program is inoperable, Multiple users effected. No alternatives
or backup is available.
High: Single user with a System/Component or Program that is inoperable. Component degraded with
limited access or functionality. A Workaround is available.
Medium: Job functions can be performed with some restricted functionality. Training, questions or
concerns need to be addressed but production is not affected.
Low: Attention is needed to assist in non-critical situations. A workaround is available.
Recovery Times
In the event of a hardware failure, the hardware vendor will be engaged for repair or replacement.
The anticipated outage period for an event of this nature is 16 hours.
In the event of a failure which results in the database having to be restored, the anticipated
outage would be 6+ hours.
12
SCHEDULE CB4
XXX.XXX EMAIL FORWARDING
INFRASTRUCTURE
INFRASTRUCTURE
Capitalized terms used herein and not otherwise defined shall have the meaning assign such
term in the Agreement. The Services provided hereunder are subject in all respects to the terms and
conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this service should be directed to:
| Name | Title | Phone | ||||
| Xxxxxxxx Xxxxxx Exelis Inc. |
Messaging Manager | xxxx.xxxxxx@xxx.xxx | ||||
| Xxxxx Xxxxxxxxx Xylem Inc |
Manager Directory Services & Messaging | xxxxx.xxxxxxxxx@xxx.xxx |
GENERAL SERVICE DESCRIPTION
Service Provider will perform XXX.xxx Email Forwarding Services for Service Receiver.
The primary service is to provide a computer processing platform that supports the business
applications of the Business, which includes IT support for technology infrastructure.
SCOPE OF SERVICES
Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the
Service Provider shall provide to Service Recipient the services identified below (collectively,
the “Services”).
1
| Service | Transaction | Service | ||||||||||
| Service # | Name | Description of Service | Volume | Duration | Charge | |||||||
IT-Email Forwarding-01 |
Email Forwarding Support Services |
Provide Email Forwarding services for email messages sent to XXX.xxx. Service Provider will forward messages to new Service Receiver domain addresses. | Unlimited number of emails forwarded | 18 | Cost plus 2% - 10% | |||||||
Services that will not be provided as part of this agreement are:
| • | Filtering of spam beyond SenderBase reputation level | ||
| • | Legal holds — Emails will not be saved as they will be forwarded to the Service Receiver, and it is the Service Receiver’s obligation to save emails if required by their legal counsel | ||
| • | Updating of Service Receiver’s domain changes |
Service Provider reserves the right to temporary halt the service, provided notification is given
to Service Receiver using commercially reasonable efforts, due to:
| • | Unusual increase in volume of emails | ||
| • | Threats to security | ||
| • | Constraints to network resources |
Should the Service Receiver require changes to the documented services, Parties agree to negotiate
in good faith with regard to such modification.
Exit Services
No exit services will be provided under this agreement.
LOCATIONS
Services are initially provided from Fort Xxxxx, IN, USA to global locations.
2
PREREQUISITES/DEPENDENCIES
| • | Service Receiver cannot create additional XXX.xxx email addresses | ||
| • | Service Receiver must have Cisco Iron Port hardware and software licenses active and maintained for the period of time in which this agreement is in effect. | ||
| • | Service Receiver must have Transport Layer Security (TLS) enabled and maintained for the period of time in which this agreement is in effect. | ||
| • | Service Receiver must have Microsoft Exchange active and maintained for the period of time in which this agreement is in effect. | ||
| • | Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| • | Service Receiver must have a Technical Assistance Agreement in place with the U.S. Government for the period of time in which this TSA agreement is in effect for any non-US citizens who are Exchange Org Administrators and Enterprise Administrators administrating (or give themselves permission to) the Americas site from outside the US. |
SERVICE LEVEL
Service Provider will classify incidents at its own discretion and will make commercially
reasonable efforts to resolve incidents with service delivery.
In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver
and work together to try and resolve such incidents.
ADDITIONAL PRICING
Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including
but not limited to modifications, consulting, exit strategy development, transition, etc.) are
documented below. Such services will be provided solely at the Service Provider’s discretion.
Service Provider is not obligated to provide additional services not specified in this agreement.
The employee category is defined by the Service Provider. The rates documented below shall be
commercially reasonable and designated by the Service Provider, closest to its current cost to
provide the service. The hourly rates below include the 4.5% amount for inflation each year. These
rates apply to internal Service Provider employees only, and should external resources be required,
the costs for those external resources will be reviewed with the Service Receiver prior to
execution of the project.
3
Additional Pricing Rates (All in USD)
| Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 000 | ||||||
Xxxxxx |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
4
SCHEDULE CB5
BASIC TIME AND MATERIALS SUPPORT
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
such term in the Agreement. The Services provided hereunder are subject in all respects to the
terms and conditions of the Agreement, except where expressly noted.
SERVICE OWNER
All service matters and general inquiries regarding this Service should be directed to:
| Name | Title | Phone | ||||
Service Provider’s Contact |
||||||
Exelis Inc. Xxx Xxxxxx |
TSA Manager | Xxx.xxxxxx@xxx.xxx | ||||
Service Recipient’s Contact |
||||||
Xylem Inc. Xxx Xxxxxx |
TSA Manager | Xxx.Xxxxxx@xxx.xxx |
PARTIES TO THE AGREEMENT
Service Receiver: Exelis Inc.
Service Receiver: Xylem Inc.
GENERAL SERVICE DESCRIPTION
Service Receiver may need assistance after the Distribution Date from the Service Provider for
miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and
other similar services in various areas including, but not limited to finance, tax, accounting,
insurance, treasury, human resources and communications, which are not already provided for under
all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.
The Service Provider hereby agrees to cause its and its affiliates employees (collectively,
“Experts”) to provide a reasonable amount of services, including specifically the services listed
in Appendix A, upon reasonable notice and request from the Service Receiver on a time and materials
basis from the Distribution Date through June 30, 2013 (the “Minimum Term” and the “Maximum Term”).
To utilize this TSA Schedule, employees of Service Receiver should request such services via email
or telephonically where both parties have a clear expectation of the estimated number of hours of
assistance being requested. For projects that are expected to require more than 5 to 10 hours of
assistance a one or two paragraph project plan should be agreed to in order to avoid
misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with
respect to the requested services.
Employees of Service Receiver should advise their TSA manager that a request for services has been
made together with a description of such services requested and the estimated number of hours
requested.
The “Expert” should advise their TSA manager that a request for services has been made and the
estimated number of hours requested.
SCOPE OF SERVICES
The scope of services will depend on the needs of the Service Recipient and the capabilities
and availability of the Experts.
LOCATIONS
All locations around the world.
PREREQUISITES/DEPENDENCIES
The Experts remain employees of Service Provider. Service Receivers acknowledge and agree
that Service Provider has discretion to terminate the Experts and the Experts have the ability to
terminate their employment with Service Provider. In the event the Experts are no longer employed
by Service Provider, Service Provider will, at the request of the Service Receiver, use
commercially reasonable efforts to provide similar services. However, if Service Receivers or an
affiliate employ any of the Experts, the specific service requested under this Schedule can be
terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days
notice to the Service Receiver.
2
TAX STATUS
Sales tax will be charged as determined by the Service Provider and the Service Receiver
shall pay such tax along with the payment for the service provided.
BILLING LOCATION
Service Provider will provide Service Receiver with an invoice to its address set forth
below under Notice Requirements, except in cases where services are provided outside of the United
States, in which case invoices will be created by the Service Provider’s legal entity in the
country where the services are being performed and invoiced to the Service Receiver’s legal entity
that requested the services in the Service Provider’s local currency. The xxxx will cover all
charges for services under this Schedule from Service Provider and, to the extent reasonably
feasible, will be itemized among Service Receiver’s legal entities if identified by the Service
Receiver when requesting the service. The invoice will contain the number of hours each Expert
worked, a short paragraph describing the services and the US dollar amount per Expert.
The Experts shall track their time on either a time sheet or any other proper method such
as the utilizing the time sheet attached hereto and Service Provider agrees that the time sheets
will accompany the invoice that is sent to the Service Recipient for payment. In cases where the
requested services are expected to take longer than 30 days to complete, the Service Provider will
be allowed to invoice the Service Receiver once per month for all costs incurred to date.
NOTICE REQUIREMENTS
No notice of Termination is required under this Schedule and there shall be no make-whole fee
under this Schedule
Notices and bills to the Service Provider should be sent to:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Notices and bills to the Service Receiver should be sent to:
Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx
3
PRICING
In addition to the costs specifically set forth below, Service Receivers shall also pay all
business travel expenses relating to the Services in accordance with Service Providers documented
travel policies and any incremental out of pocket costs incurred by the Service Provider in order
to provide the requested services that are invoiced by unaffiliated 3rd parties. Service
Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the
Service Receiver under the terms of this TSA.
The hourly rates below includes a 4.5% increase for inflation and the 2% profit margin and shall be
applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013.
| Service | Hourly Rate* | |
Hourly Rate Administrative/Secretarial
|
$50 per hour | |
Hourly Rate for a Non Executive
|
$100 per hour | |
Hourly Rate for an Executive
|
$150 per hour |
| * | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
The pricing for the services described in Annex A will be as set forth in Appendix A.
4
Appendix A
Due Diligence Manager Software Application
Draft Base Statement of Work
Version 1.0 Draft
September 20, 2011
Draft Base Statement of Work
Table of Contents
1 Scope |
3 | |||
2 Technical Support Requirements |
3 | |||
2.1 Routine Application Maintenance |
3 | |||
2.1.1 Routine Tasks |
3 | |||
2.1.2 Outages |
3 | |||
2.2 Change and Improvement Process |
4 | |||
2.2.1 Change Request Analysis |
4 | |||
2.2.2 Change Request Processing |
4 | |||
2.3 Testing |
4 | |||
3 Deliverables |
4 | |||
4 Training and Support |
4 | |||
5 Place of Performance |
5 | |||
6 Period of Performance |
5 | |||
7 Project Management |
5 | |||
8 Labor Categories and Rates |
5 |
| ITT Proprietary Information | Page ii |
Draft Base Statement of Work
| 1 | Scope |
| The software application — Due Diligence Manager (DDM) — is a web-based, data-driven software application that provides the ITT Due Diligence staff with the capabilities that directly support the due diligence process. The SOW describes approach for identifying, scoping, estimating, developing, testing, deploying, and maintaining the software and application operation of the DDM application. |
| This document describes the requirements for maintaining and modifying the ITT Due Diligence Manager software application, including the underlying database. |
| 2 | Technical Support Requirements |
| 2.1 | Routine Application Maintenance |
| ITT AIS Development Staff will perform all routine application sofware maintenance tasks to ensure that the DDM software application is available to the user community on an continuous basis. |
| 2.1.1 | Routine Tasks |
| ITT AIS Development Staff will periodically identify and correct latent issues discovered during normal operations. These tasks include Application Server settings, configuration, software upgrades and patches. These tasks are typically background and housekeeping tasks that should not affect active users. |
| 2.1.2 | Outages |
| In the event of a failure (outage, defined as non-availability of DDM application software functionality), the develop staff will make every attempt to restore software availability. |
| For software-related outages, ITT AIS Development Staff will investigate the reported issue, determine the cause, correct the issue source, deploy a corrective update, verify the correction, and notify the issue initiator of the resolution. |
| Outages that are not immediately identifiable as due to a DDM software issue, must be directed to the ITT organization’s IT data center help desk, who will initiate a support ticket and process that ticket to resolve the issue based on internal processes defined by that organization. ITT AIS Development Staff will support that effort to determine the source of the outage. |
| ITT Proprietary Information | Page 3 |
Draft Base Statement of Work
| 2.2 | Change and Improvement Process |
| Requests for modifying the design, functionality or configuration of the DDM software application shall be presented to the development staff by the user community through a change request document. |
| 2.2.1 | Change Request Analysis |
| The ITT AIS development staff will review each request and develop an estimate for the level of effort required to implement the requested change. This activity may include dialogue with the initiating organization in order to ensure understanding of the objectives and outcomes of the requested change. |
| 2.2.2 | Change Request Processing |
| ITT AIS staff will process the final RFC proposal through internal contracting offices, ultimately to be released to the requesting activity as a proposal for implementing the final change request. Once the requesting organization approves a proposal and the requisite contractual documentation is finalized, ITT AIS development staff will schedule and execute the finalized change request. Once the change is completed, ITT AIS will deploy the change to the live DDM server for review by the requesting organization. After completing a comprehensive review of the deployed application software change, and after providing ITT AIS Development Staff with approval ITT AIS Development Staff will close the change request by initiating a contract closure letter to the requesting organization. |
| 2.3 | Testing |
| Prior to deployment of all requested and approved changes, DDM software changes will be thoroughly tested using ITT AIS Development Staff’s internal test process. The test objectives, steps, and results will be documented in an appropriate format to ensure that testing has been conducted and that any resultant software bugs have been resolved. |
| 3 | Deliverables |
| For Change Requests that impact the DDM User Guide or DDM Administrator Guide ITT AIS Development Staff will update the affected documentation and release to the requesting organization an update in pdf format. |
| 4 | Training and Support |
| For Change Requests that include signification changes where training on new fieatures and functionality are requested as part of the Change Request, ITT AIS Development Staff will schedule and conduct an on-line training course to cover the |
| ITT Proprietary Information | Page 4 |
Draft Base Statement of Work
| areas affected. Training will be addressed and included in the proposal for each Change Request as needed. |
| If requested, the ITT AIS Development Staff will provide technical training to ITT’s IT staff for further support and build-out the DDM application source code and application web server. This support will be estimated and quoted through the same process desciribed above for change requests. |
| 5 | Place of Performance |
| All development tasks will be performed at ITT AIS site in Chesapeake, VA. | ||
| 6 | Period of Performance |
| The proposed project schedule will be provided on a case by case basis. The final schedule will be updated once the project is accepted by the requesting organization. |
| 7 | Project Management |
| ITT AIS Development Staff will identify DDM project manager who will be responsible for ensuring that the agreed-upon tasks identified in the final accepted proposal are scheduled, tracked, and completed in accordance with the project schedule. Any issues affecting cost, schedule, or technical performance will be brought to the attention of the client as soon as possible for resolution. |
| 8 | Labor Categories and Rates |
| Labor categories to be applied to tasks under this SOW are listed below. These rates are estimates. Each task order will require a formal quote issued by ITT AIS Contracts Office based on the level of effort estimates as described in paragraph 2.2. |
| Labor Category | Estimated Labor Rate | |||
Project Manager |
Cost Plus 2% -10% | |||
Sr. Software Engineer |
Cost Plus 2% -10% | |||
Software Engineer |
Cost Plus 2% -10% | |||
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SCHEDULE D
Fiscal Calendar
2
SCHEDULE E
The initial TSA Managers for ITT Corporation, Exelis Inc. and Xylem Inc. shall be Xxxxx Xxxxxx,
Xxxxxx Xxxxxx and Xxx Xxxxxx, respectively.
Annex A
Severance and Retention Schedule
Severance and Retention Schedule
| 1. | Payroll TSA = Payroll Processor, Cost, ITT 33.3%, Exelis 33.3%, Xylem 33.3%. | |
| 2. | Payroll TSA = Payroll Processor, Cost, ITT 33.3%, Exelis 33.3%, Xylem 33.3%. | |
| 3. | AP TSA = AP Processor, Cost, 100% Exelis. | |
| 4. | AP TSA, PRMS TSA, PAYROLL TSA, eBUYITT TSA, TELECOM TSA, PCARD TSA = Project Manager, Cost, ITT 33.3%, Exelis 33.3%, Xylem 33.3%. | |
| 5. | DATA CUSTODIAN TSA = Data Custodial Analyst, Cost, 100% Exelis. | |
| 6. | DATA CUSTODIAN TSA = Data Custodial Lead, Cost, 100% Exelis. | |
| 7. | AP TSA, PRMS TSA, PAYROLL TSA, eBUYITT TSA, TELECOM TSA, PCARD TSA = Business Analyst, Cost, ITT 33.3%, Exelis 33.3%, Xylem 33.3%. | |
| 8. | AP TSA, PRMS TSA, PAYROLL TSA, eBUYITT TSA, TELECOM TSA, PCARD TSA = Business Analyst, Cost, ITT 33.3%, Exelis 33.3%, Xylem 33.3%. | |
| 9. | Nogales Services TSA = General Accounting Manager Cost, Xylem 100% | |
| 10. | Nogales Services TSA = Payroll Accountant, Cost, Xylem 100% |
