* EXHIBIT 10.3
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Outsourcing Agreement dated as of March 30, 1996, between Teleservice
Resources, Inc. and Computer Generated Solutions, Inc.
* Confidential treatment is being requested with respect to portions of
this exhibit
OUTSOURCING AGREEMENT between TELESERVICE RESOURCES, INC. and
COMPUTER GENERATED SOLUTIONS
THIS OUTSOURCING AGREEMENT (this "Agreement") is effective March 30, 1996 (the
"Effective Date"), by and between TeleService Resources, Inc. ("TSR"), a
Delaware corporation having its principal address at 0000 Xxxxxxxxx Xx., Xxxx
Xxxxx, XX 00000, and Computer Generated Solutions ("CGS"), a Delaware
corporation (also generically referred to herein as "Party" or "Parties") having
its principal address at 0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000.
1. PURPOSE.
This Agreement sets forth the terms and conditions under which CGS agrees to
assume responsibility for answering, diagnosing and solving RyderFIRST support
problems including, but not limited to, hardware, software and processes
attached as Exhibit A, which TSR agrees to outsource to CGS. During the term of
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this Agreement, CGS shall be TSR's non-exclusive provider of, and TSR shall
purchase from CGS, the services as defined herein, all in accordance with the
terms and conditions of this Agreement.
2. DEFINITIONS.
2.1 TSR.
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The term "TSR" shall mean and include TeleService Resources, Inc. and any
Successor. "Affiliate" shall mean, with respect to any entity, any other entity
directly or indirectly controlling, controlled by, or under common control with
such first entity. "Control" (including, with correlative meaning, the terms
"controlling" and "controlled by" shall mean, with respect to any entity, the
possession, directly or indirectly, of the power to direct the management and
policies of such entity.
2.2 Customer.
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The term "Customer" shall mean RyderFIRST, Ryder employees and dealers and
other persons or entities who are under contract by Ryder, Inc.
2.3 AMRDS.
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The term "AMRDS" shall mean and include AMR Distribution Systems, Inc., a
division of AMR Services and their employees who will provide the warehouse,
shipping, refurbishment and repair of RyderFIRST equipment.
2.4 CGS.
----
The term "CGS" shall mean and include Computer Generated Solutions, Inc.
provider of Telephone Technical Help Desk support and maintenance.
3. TERM AND TERMINATION.
3.1 Term.
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The term of this Agreement will commence on the Effective Date and will end
on March 30, 1999, or such anniversary thereof to which the term of this
Agreement has been extended or earlier upon termination in accordance with the
provisions of this Agreement. TSR may, at its option, extend this Agreement for
successive terms of one (l) year(s) each, by providing CGS with notice of
extension, at
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least sixty days (60) days in advance of the anniversary date of the Agreement.
Upon termination of the Agreement, TSR will have no future liability except for
Services rendered or Equipment delivered by CGS prior to the termination date.
3.2 Termination for Cause.
----------------------
Should CGS fail to perform its material obligations under this Agreement, TSR
shall give CGS written notice of such failure. CGS shall have fifteen (15) days
from receipt of said notice to correct this failure at no cost to TSR. Should
CGS fail to correct its performance within the fifteen (15) day period, TSR
shall have the right to immediately terminate this Agreement or a portion of
this Agreement by giving CGS written notice of termination. In the event of
termination for breach, TSR reserves all remedies available at law and in
equity.
3.3 Termination without Cause.
--------------------------
TSR may terminate this Agreement at any time by providing CGS at least sixty
(60) days notice of such termination. CGS has the right to terminate this
Agreement at any time by providing TSR at least ninety (90) days notice of such
terms.
3.4 Post Termination Events.
------------------------
Upon termination of the Agreement, CGS shall cease performing Services on
behalf of TSR. All reports required to be provided by CGS shall be provided at
the usual interval; however, all reports are required to be provided to TSR no
later than thirty (30) after termination of Agreement. CGS shall immediately
cease use of all TSR/Ryder Owned Equipment and Ryder Licensed Software. TSR has
the right, with or without notice, to enter upon CGS's premises, de-install
the TSR/RyderFIRST Owned Equipment and TSR/RyderFIRST Licensed Software and
remove it from the premises.
4. PROJECT OVERVIEW.
The project is separated into two sections: 1) call handling and 2) warehouse
refurbishment and repair. These two sections are delineated in Exhibit A.
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5. PRODUCTS, SERVICES AND CGS RESPONSIBILITIES.
5.1 Seamless Integration.
---------------------
CGS shall perform the Services specified in this Agreement at the performance
levels set forth in Exhibit B.
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5.2 Represent Ryder's/TSR's Interests.
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CGS agrees that at all times CGS and its employees shall act on behalf of the
best interests of Ryder and TSR by consistently demonstrating the highest
quality of professionalism, courtesy, customer service and demeanor. In the
event that Ryder and/or TSR, at any time and in its sole reasonably discretion,
deems an employee designated by CGS to be unsuitable, Ryder and/or TSR shall
advise CGS of such determination, and CGS and TSR shall develop a plan to
provide a suitable replacement employee acceptable to TSR to perform the
Services hereunder.
5.3 Employee Training.
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Ryder will conduct the initial training on the RyderFIRST application. All
subsequent training CGS shall develop and conduct a program to train its
employees and supervisors on an ongoing basis to perform the Services, with
emphasis on high quality customer service and skilled resolution to problem
calls. Recurrent and refresher training courses shall be delivered periodically
to CGS's employees as
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well as initial training. All such training and development costs shall be
borne wholly by CGS. All such training shall include and adhere to the content,
methods and procedures submitted by Ryder for providing such Service.
5.4 Quality Control.
----------------
CGS agrees that a high level of quality is integral to the Services performed
by CGS on behalf of Ryder. CGS agrees to institute quality control procedures
such as, but not be limited to, employee training (as referenced in Section 5.3
above), program results, customer feedback, call monitoring, and adherence to
Ryder procedures.
5.5 Call Monitoring.
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CGS agrees to monitor its employees calls to determine if employees are
performing the Services as required herein. CGS agrees to monitor a minimum of
200 calls per week. CGS agrees that Ryder or TSR or their agent may, at its
option, participate in CGS's call monitoring.
5.6 Establish Priorities.
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CGS shall establish the priorities of problems that it is encountering in the
performance of this Agreement and provide a list of priorities with proposed
resolutions to TSR Client Services Manager on a monthly basis, as needed.
5.7 Provide Reports.
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CGS agrees to provide Ryder/TSR the reports required in Exhibit A in the time
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frame required thereunder. Additional reports will be provided by CGS from
time to time as reasonably requested by Ryder/TSR. (There may be costs
associated with custom report development or analytical research.)
5.8 Interfaces.
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CGS agrees, at its sole cost and expense, to build all interfaces required to
connect CGS's equipment and systems with Ryder/TSR's systems. CGS shall comply
with TSR's security practices in developing and connecting the equipment and
systems.
5.9 Maintain Equipment and Interfaces.
-----------------------------------
CGS agrees to maintain the equipment required in Exhibit A and interfaces (as
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provided in Section 5.8 above) in good working order.
5.10 Maintain Software.
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CGS agrees to maintain all software required in Exhibit A at the same release
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level as Ryder's software release.
5.11 Disaster Recovery.
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CGS agrees to maintain a disaster recovery plan acceptable to Ryder/TSR.
5.12 Ryder/TSR Information.
----------------------
CGS agrees that any information that it obtains from TSR or Ryder is
protected under the confidentiality provisions of this Agreement and shall be
used solely for the performance of the Services under this Agreement. (Please
see Attachment D.)
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5.13 Ryder's Equipment.
------------------
Ryder is supplying CGS with certain Ryder-owned Equipment and Ryder-Licensed
Software for CGS's use on CGS's premises in connection with the Services to be
provided under this Agreement. CGS acknowledges and agrees that it shall not use
such Ryder-Owned Equipment or Ryder-Licensed Software for any purpose other than
for the fulfillment of its obligations under this Agreement. CGS agrees to
provide Ryder or Ryder's third party service provider access to Ryder-Owned
Equipment and Ryder-Licensed Software located on CGS's premises for regular
maintenance or repairs and for upgrades, updates and fixes. CGS shall be liable
for any loss or damage to the Ryder-Owned Equipment and Ryder-Licensed Software
located on CGS's premises. CGS shall not be liable for any loss or damage caused
solely by Ryder or its third party service provider. Further CGS agrees that it
shall not attach any other equipment nor load any other Software to Ryder-Owned
Equipment without the express written consent of Ryder/TSR.
6. PERFORMANCE STANDARD, REMEDY AND INCENTIVE.
6.1 Performance Standard.
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CGS agrees to meet or exceed each of the applicable service levels and
performance obligations set forth.
6.2 Verification of Service Levels.
-------------------------------
CGS shall provide TSR with a [daily/monthly] performance report, documenting
CGS's performance relative to the Service Levels. In addition, CGS will provide
TSR with such documentation and other information as may be reasonably
requested by TSR from time to time to verify CGS's compliance with the Service
Levels.
6.3 Review of Service Levels.
-------------------------
The parties will review during every month the Service Levels and the actual
compliance of the CGS's Services in compliance herewith. If three or more of the
performance measurements specified in Exhibit B are not met in any given month,
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CGS will be liable for the credits they are responsible for as specified in
Exhibit B. (For example: If answer time, abandon rate and shipping time are
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missed in a given month, CGS will be responsible for two thirds of the 1%
credit due to Ryder.) In reverse if AMRDS performs at all levels for the quarter
they will receive one third of the performance bonus. (This holds true for the
penalites and bonuses from Dealer Satisfaction measurement as shown in Exhibit
B.)
7. SECURITY.
CGS agrees that it will comply with all United States governmental rules and
shall monitor its employees activities to ensure compliance with rules and
regulations.
8. SERVICE LOCATIONS.
As of the Effective Date, CGS shall provide the Services to TSR at CGS's
location on 0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000.
9. WARRANTY.
CGS warrants that it will provide the Services in accordance with the highest
professional duty of care and skill.
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9.1 Equipment and Software.
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CGS warrants that the CGS owned equipment and licensed software shall meet
the standards contained in this agreement.
9.2 Personnel.
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CGS warrants that each of its employees assigned to perform services under
this Agreement shall have the proper skill, training and background to be able
to perform such Services in a competent and professional manner at the level
required in this Agreement.
9.3 CGS Viability.
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CGS warrants that it has the financial capacity to perform and continue to
perform its obligations under this Agreement, that no legal proceedings have
been threatened or brought against CGS that could threaten performance of this
Agreement and that entering into this Agreement is nor prohibited by any
contract or order by any court of competent jurisdiction.
10. PAYMENT.
For the Services rendered under the terms of this Agreement, TSR agrees to
pay CGS the amount set forth on Exhibit C at intervals agreed to in Exhibit C.
--------- ---------
Invoices must be received by TSR by the third business day of the following
month. All payment terms are net thirty (30) days upon receipt of invoice. The
amount set forth in Exhibit C is exclusive of all costs, expenses and taxes
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required to be paid by TSR. Any other costs or expenses shall be borne by CGS.
11. INSURANCE.
11.1 Policies.
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CGS shall, at its own cost and expense, procure and maintain in full force
and effect during the term of this Agreement, policies of insurance, of the
types and in the amounts necessary to ensure that CGS is able to sustain claims,
damages and other business liability without impacting its ability to provide
the Services thereunder and to protect Ryder/TSR from any claim, damage or
liability resulting from CGS's acts or omissions. Such insurance will include
the replacement of all Ryder/TSR assets within CGS's possession. CGS will obtain
such insurance with responsible insurance carriers duly qualified in those
states (locations) where Services are to be performed covering the operations of
CGS, pursuant to this Agreement.
11.2 Certificates.
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CGS shall provide TSR with certificates of insurance as evidence of the
above coverage, including all special requirements specifically noted above and
shall provide TSR with certificates of insurance evidencing renewal or
substitution of such insurance thirty (30) days prior to the effective date of
such renewal or substitution.
11.3 Service.
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Provisions of this Section as to Service of insurance shall not be
construed as limiting in any way the extent to which CGS may be held
responsible for payment for damages to persons or property resulting from its
activities or the activities of any person(s) for which CGS is otherwise
responsible.
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12. LIABILITY AND INDEMNIFICATION.
CGS agrees to indemnify, defend and hold TSR/Ryder, its officers,
directors, agents and employees harmless from and against any and all
liabilities, damages, losses, expenses, claims, demands, suits, fines, penalties
(whether civil or criminal) or judgments, including reasonable attorney fees,
costs and expenses incidental thereto, which may be suffered by, accrued
against, charged to or recoverable from TSR/Ryder, its officers, directors,
agents or employees, by reason of liability, loss, expense, claim, demand, suit,
fine, judgment or damage, including, but not limited to bodily injuries or
physical destruction of property, arising out of or in connection with the
performance of the obligations of CGS under this Agreement. Notwithstanding the
foregoing, in no event shall either party be liable for indirect, incidental or
consequential damages except when such damages are caused by the gross
negligence or willful misconduct of the other party, its officers, directors
agents, employees or subcontractors. In no event shall TSR be liable to CGS for
any amounts in excess of what has been paid by TSR to CGS under this Agreement.
Additionally, CGS's total liability must not exceed what has been paid to CGS in
a given year by TSR.
13. SUBCONTRACTING.
CGS shall not, directly or indirectly, assign, subcontract, transfer or
otherwise dispose of, in whole or in part, any of its interests, rights or
obligations under this Agreement. TSR may assign any and all of its rights and
obligations under this Agreement to (i) any affiliate of AMR Corporation, or
(ii) any company that succeeds to, or that is an affiliate of any company (or
affiliated group of companies) that succeeds to substantially all of TSR's
assets.
14. BANKRUPTCY.
If CGS becomes insolvent, takes any step leading to its cessation as a
going concern, fails to pay its debts as they become due, or ceases business
operations for longer than five (5) business days for reasons other than a
strike or natural disaster, then TSR may immediately terminate this
Agreement on notice to CGS unless CGS immediately gives the Insecure Party
adequate assurance of the future performance of this Agreement. If bankruptcy
proceedings are commenced with respect to CGS, and if this Agreement has not
otherwise terminated, then TSR may suspend all further performance of this
Agreement until CGS assumes this Agreement and provides adequate assurance of
performance thereof or rejects this Agreement pursuant to Section 365 of the
Bankruptcy Code or any similar or successor provision. Any such suspension of
further performance by TSR pending CGS's assumption or rejection will not be a
breach of this Agreement, and will not affect TSR's right to pursue or enforce
any of its rights under this Agreement or otherwise.
15. NON-DISCLOSURE OF INFORMATION.
CGS, on behalf of itself and its employees, acknowledges that much, if not all,
of the material and information related to TSR or Ryder which has or will come
into CGS's possession or knowledge in connection with the performance of the
Agreement consist of confidential and proprietary data of TSR or Ryder
(collectively, "Confidential Information"), disclosure of which or use by third
parties would be damaging to TSR or Ryder. CGS, on behalf of itself and its
employees, agrees to hold such Confidential Information in strictest confidence
and agrees not to release such information to any employee of CGS unless such
employee has a need for such knowledge. CGS, on behalf of itself and its
employees, further agrees not to make use of Confidential Information for its
own benefit or for the benefit of any third parties, but only for the
performance of this Agreement, and not to release or
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disclose it to any other party either during the term of this Agreement or after
the termination of this Agreement. In the event of any breach of this
confidentiality obligation, CGS acknowledges that TSR or Ryder would have no
adequate remedy at law, since the harm caused by such a breach would not be
easily measured and compensated for in the form of damages. Accordingly, CGS
waives its right to contest the availability or appropriateness as a from of
remedy any equitable relief sought by TSR or Ryder but does not hereby waive its
right to contest the question of whether a breach has occurred. CGS further
waives the requirement of any bond being posted as security for such equitable
relief. (See Attachment D).
16. RIGHT TO AUDIT.
TSR shall have the right from time to time to audit CGS's books and
records related to this Agreement and the Services it is providing to TSR. Such
audit shall be performed at CGS's offices and CGS agrees to provide such
auditors any assistance they may reasonably require.
17. MOST FAVORED CUSTOMER.
If at any time during the term of this Agreement CGS enters into an
agreement with any other customer, purchasing substantially similar Services
under substantially similar material circumstances, terms and conditions, at
terms more favorable than those provided in this Agreement, CGS shall, within
thirty (30) days of its acceptance of the new agreement with the other
customer, notify TSR of such agreement. Within thirty (30) days of receipt
of CGS's notice, TSR may give written notice to CGS that this Agreement is to
be amended to provide TSR with the same terms provided to the other customer.
Such amendment shall be made retroactive to the effective date of the other
customer's agreement.
18. GENERAL PROVISIONS.
18.1 Notices.
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Except as otherwise expressly specified herein, all notices, requests, or
other communications required thereunder shall be in writing and shall be deemed
to have been given or made if delivered personally or mailed, by certified or
registered mail, postage prepaid, return receipt requested or by commercial
courier service which maintains a record of delivery, or by fax followed by
written confirmation in the form of a duplicate notice, to the Parties at their
respective addresses first set forth below, or at such other addresses as shall
be specified in writing by either of the parties to the other in accordance
with the terms and conditions of this Section 18.1. Notices, requests, or
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communications shall be deemed effective upon personal delivery, or three (3)
days following deposit in the mail in accordance with this Section 18.1.
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18.2 Captions.
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The captions appearing in this Agreement have been inserted as a matter
of convenience and in no way define, limit or enlarge the scope of this
Agreement or any of the Sections thereto.
18.3 Governing Law.
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This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas and the federal laws of the United States of America.
CGS hereby consents and submits to the jurisdiction of the courts in the State
of Texas or the United States District Court for the Northern District of Texas
in all questions and controversies arising out of this Agreement.
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18.4 Severability.
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In the event that any one or more of the provisions of this Agreement is
determined by a court of competent jurisdiction to be invalid, unenforceable or
illegal, such invalidity, unenforceability or illegality shall not affect any
other provisions of this Agreement, and the Agreement shall be construed as if
the challenged provision had never been contained herein. The parties further
agree that in the event such provision is an essential part of this Agreement,
they will immediately begin negotiations for a suitable replacement provision.
18.5 Advertising.
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CGS shall not use Ryder's name or refer to TSR or any of its affiliates,
directly or indirectly, in any advertisement, news release or professional or
trade publication without receiving prior written approval from TSR and Ryder.
18.6 Non-Exclusivity.
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TSR understands and agrees that this is a non-exclusive agreement and that
CGS may provide similar services to other third parties. CGS understands and
agrees that this agreement is a nonexclusive and that TSR may obtain the same
services from third parties or continue to operate the same services internally.
18.7 Survival.
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Sections 3.4, 5.13. 12, 15, 16 and 18.7 shall survive the termination or
expiration of this Agreement.
18.8 No Waiver.
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The failure of either party at any time to require performance by the
other party of any provision of this Agreement shall in no way affect that
party's right to enforce such provisions, nor shall the waiver by either party
of any breach of any provision of this Agreement be taken or held to be a
waiver at any further breach of the same provision.
18.9 Force Majeure.
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Neither Party shall be liable for delays or any failure to perform under
this Agreement due to causes beyond its reasonable control. Such delays include,
but are not limited to, fire, explosion, flood or other natural catastrophe,
governmental legislation, acts, orders, or regulation, strikes or labor
difficulties, to the extent not occasioned by the fault or negligence of the
delayed Party. Any such excuse for delay shall last only as long as the event
remains beyond the reasonable control of the delayed Party. However, the
delayed Party shall use its best efforts to minimize the delays caused by any
such event beyond its reasonable control. The delayed Party must notify the
other Party promptly upon the occurrence of any such event, or performance by
the delayed Party will not be considered excused pursuant to this Article, and
inform the other Party of its plans to resume performance.
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18.10 Entire Agreement.
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The following Exhibits and Attachments, including all subparts thereof,
are attached to this Agreement and are made a part of this Agreement for all
purposes.
Exhibit A RyderFIRST Support Service Requirements
Exhibit B Performance Standards and Remedies
Exhibit C Pricing Schedule
Exhibit D Cost Reduction Initiatives
Exhibit E Reporting Requirements
Exhibit F Training Requirements
Attachment A Uninterruped Telecommunication Service Plan
Attachment B Telephone Performance Response Reports
Attachment C Telecommunications Trouble Shooting, Problem Resolution,
Escalation, and Testing and Trouble Reporting Procedures
Attachment D Non-Disclosure Non-Compete Agreement
This Agreement constitutes the entire agreement between the parties and
supersedes any and all previous representation, understandings, discussions or
agreements between TSR and CGS as to the subject matter hereof. This Agreement
may only be amended by an instrument in writing signed by TSR and CGS. TSR and
CGS each acknowledge that it has had the opportunity to review this Agreement
with its legal counsel.
Executed on the dates set forth below to be effective as of the date first
above written by the undersigned authorized representatives of TSR and CGS.
TELESERVICE RESOURCES COMPUTER GENERATED SOLUTIONS
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------- -----------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxx
Group President
TeleService Resources Title: Vice President
Data Management Services
Date: 4-18-96 Date: 6/3/96
------------------- ------------------
Address for Notice: Address for Notice:
TeleService Resources Computer Generated Solutions, Inc.
Xxxx Xxxxxxxxx Xxxxx Xxxxxx
Vice President Sales, Vice President
Marketing & Client Services 0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000
0000 Xxxxxxxxx Xx. Xxxxxx, XX 00000
Xxxx Xxxxx, XX 00000 Fax: 000-000-0000
Fax: 000-000-0000
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EXHIBIT A
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RYDERFIRST SUPPORT SERVICE REQUIREMENTS
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General Work Flow Overview:
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The following information is provided for reference purposes only. Ryder has a
network of over 4600 independent dealerships which are the principle
distribution network for Consumer Truck Rental. Each dealership has a
RyderFIRST system composed of a monitor, keyboard, CPU, card swipe, and printer.
Approximatelv 400 dealers have additional workstations. The smallest dealers
utilize line splitters (approximately 1000). The dealers contact the RyderFIRST
support organization when they have an operational issue related to the
RyderFIRST application or hardware.
Hardware Maintenance:
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3,500 of the RyderFIRST PC's are currently covered by an IBM service contract.
The RyderFIRST Support organization dispatches IBM via the ECCO system for
hardware problems with these units. The other 1700 systems that are not covered
by a maintenance agreement are maintained on a depot unit swap basis. This
involves shipping a replacement component and retrieving the failed component.
Failed components are repaired, refurbished and warehoused for redistribution.
New Dealer Installation Support:
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As new dealers are scheduled for start-up, RyderFIRST hardware and starter kits
are shipped by the AMRDS warehouse facility to the dealer location. The CGS
Technical Helpdesk technician facilitates the new dealer opening process via
telephone. As dealers are closed, systems are either 1) shipped back to the
warehouse for refurbishing, reformatting, and testing by AMRDS or 2) cleaned,
by Ryder and reused at a new dealer within the district. Currently most units
are shipped back to the warehouse for refurbishment, reformatting and testing.
Software is loaded and tested before shipping to a new dealer. All units are
tracked by CGS and AMRDS.
I. Technical Helpdesk Services:
CGS will provide the following services:
A. Scope of Support
CGS will provide complete customer service and Technical Helpdesk
support to all RyderFIRST System users. Support must be provided
Monday through Saturday 7 am to 8 p.m. EST and Sunday 8 am to 3 p.m.
EST, 52 weeks a year, excluding Christmas, New Years, and Thanksgiving
day. The Service includes:
. After hours messaging system that allows the caller to leave their
name and number. Messages for caller will include the standard
hours of coverage and a contact number for emergency situations.
. RyderFIRST application information/guidance to dealers. RyderFIRST
application support involves the functions listed below. Support
technicians are required to be proficient in each of these
functions.
F2 - Train
- Dealer Train
- Practice Exercises
- Transfer CBT Scores
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F4 - Rental
- Quote/Reservations
- Open Agreement
- Close Agreement
- Transfers
- Out-of-Service
- Moving Supplies Only
- Notepad Retrieval
- TSR & I (Repair Order)
F5 - Status
- Inventory Grid Status
- Inventory Detail
- Reservation Status
- Quote Status
- Market Team Inventory
F6 - Options
- Message
- Reports
- Customer/Prospect
- Dealer
F11 - Local Rates
. Problem resolution specialist to resolve complex support issues.
. Check and credit card authorization processes support. CGS is
responsible for notifying and working with TSR Client Services Manager
and the application, BUYPASS, to resolve any issues relating to these
processes. Ensure customer account data, and dealer information is
correct in Buypass software. Ensure all dealers are functioning
correctly to ensure timely updates to dealers.
. On-going system monitoring, via the "Watchdog" PC to identify and
resolve event in which the dealer's communications have been
interrupted, including wrong or disconnected dealer phone numbers, and
identifying and eliminating inactive dealers. Ryder must pre-approve
the inactive status of any dealer prior to file or data elimination.
. In cases of hardware failure for components on an IBM service
contract, CGS will dispatch IBM via the ECCO system. If IBM does not
respond and close the trouble ticket within twenty four (24) hours,
CGS will follow up and escalate the problem with IBM. CGS will monitor
the status of the ECCO call to ensure proper support. CGS will further
support the IBM technician by being available to discuss the problem
with an IBM technician on site. CGS will track the call through to
completion and properly report the trouble found and resolution. TSR
will provide CGS with the initial IBM contacts.
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. Remote access data interrogation. There are multiple files on the RyderFIRST
system which may become corrupted or otherwise require support. The RyderFIRST
support will include reviewing and manipulating these files through remote
access using PC Anywhere. PKZipping utilities will be used to capture and
release dealer information (Using CHECKSUM and PKZIP routines). Provide the
proper replacement files. Each CGS technician must have the requisite
knowledge and access of the required systems to remotely access a dealer's PC.
. TSR in conjunction with CGS must have and maintain at all times during this
Agreement, a recovery plan in the event OF telecommunication service
interruption. The current plan is attached hereto as Attachment A.
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Uninterrupted Telecommunication Service Plan, and will include, among others
things, diverse call routing.
Each technician must have access to both the RyderFIRST application and the
problem management system as well as on-site access to a terminal with access to
the IBM ECCO service notification system.
. Telecommunication trouble shooting, problem resolution, testing and problem
escalation. (See Attachment C for details)
B. CGS Personnel
CGS will provide personnel trained and competent to perform the services
set forth herein. Helpdesk technicians will consistently demonstrate the
following Service qualities:
. Dealer Friendliness and Professional Courtesy
. Flexibility
. Possess Appropriate Documentation
. Exercise Proper Security Measures (multiple levels)
. Reliability
. Problem Indexing Capabilities
C. Event Tracking and Reports
. CGS will utilize a state-of-the-art call tracking, call management and
problem resolution tracking system which meets the reporting
requirements as described in the reporting section of this Agreement.
In addition, this system must provide adequate statistics for per call
billing as detailed herein.
Helpdesk Software System Timeline Date
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CGS will:
Identify and select the software package 4/5/96
Demonstrate System to Ryder 3/12/96
Complete Training 7/5/96
Start Pilot Call Program 7/8/96
Full RyderFIRST Call Support 8/1/96
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The initial reports required from the call and problem tracking system include:
. RyderFIRST Exception Report - This report lists all support occurrences
relating to any one of several identified critical problem types (i.e.,
dealer system down). Must be provided to Ryder daily.
. RyderFIRST Daily Call Status Report - Provides the detail information on
every support call. Must be provided to Ryder daily.
. RyderFIRST Incident Analysis by System Area - Provides a breakdown of all
calls for a set time period for each system area. The system areas, such as
Instructional or Hardware, will be provided at a future date. Run monthly
and quarterly.
. RyderFIRST Instructional Incidents by Environment. (There are 20 Systems
environments in the US). Provides a listing of the number of instructional
calls per environment for a set time period. Details on each application
area (Quotes/Reservations, Inventory Status) and average calls per dealer
are also provided. Run monthly and quarterly.
. RyderFIRST Instructional Incidents by Dealer - Provides a listing of the
number of instructional calls per dealer for a time period. Detail on each
application area (Quotes/Reservations, Inventory Status) and the percentage
of total environment calls that dealer represents are also provided. The
capability must exist to sort this report by environment, then by dealer or
simply by dealer and run monthly and quarterly.
. Call reporting listing abandoned calls, duration of calls, answer speed,
total calls and outbound vs. inbound calls.
The reports listed above shall be transmitted electronically to Ryder and
printed at the headquarters facility.
D. Software Change Request Support
CGS will provide the following Service in support of RyderFIRST software:
RyderFIRST application problems that are determined to require changes to the
software, will be controlled through a formal process between TSR and Ryder.
This process will be initiated through completion of a Ryder MIS Work Request
(MIS 104 form). Changes to the application software will only be made when work
request forms are completed and approved by appropriate TSR and Ryder
representatives.
Work requests will be numerically controlled to facilitate the tracking of
software change activity. Ryder will issue TSR a block of numbers for work
request assignment. All work requests must contain a unique number which will be
assigned sequentially from the block of numbers provided.
-------------------------------------------------------------------------------
13
Approved work requests will be entered into the Ryder Truck Rental Work Request
System for control of application software development. The Ryder Work Request
System will produce weekly reports detailing the status of application software
changes. Copies will be provided to CGS on a weekly basis.
Software Change Process
----------------------
The process of initiating, approving, and controlling software changes is as
follows:
I. RyderFIRST support personnel at CGS prepare MIS-104 work request form.
2. The TSR Client Services Manager assigns a unique 5 digit number per block
of numbers provided. These blocks will be provided by Ryder. Document
description of software problem.
3. Provide reference to problem number.
4. Escalate Work Request to TSR's Client Services Manager. Provide a 3.5
floppy Disk containing the related software and data. (Obtained from
Dealer system).
5. Work request sent to Ryder for review approval, and prioritization.
FAX copy of form to:
MIS Department
Ryder Truck Rental, Inc.
FAX-(305) 000-0000
Attn.: Xxxx Xxxxxxx
Work Request Priority Meeting
------------------------------
TSR and appropriate Ryder personnel will hold regular conference call meetings
to establish the priorities of current and future software changes to the
RyderFIRST application. At a minimum, these meetings will be held monthly. TSR
will provide CGS uith a tentative schedule for these meetings on a quarterly
basis.
II. NEW DEALER INSTALLATION SUPPORT
CGS will be ready to provide the following new dealer installation support
by June 1, 1996. Ryder estimates that 980 new dealers will be opened in
1996. After receiving the RyderFIRST System hardware from the warehouse,
new dealers are called by a CGS technician and walked through the dealer
startup process. This process includes the following items:
1. CGS receives order for RyderFIRST system hardware, site survey, and site
survey addendum (if multi station) from Ryder Dealer Administration. Then
CGS notifies the AMRDS warehouse to ship RyderFIRST system hardware.
2. CGS receives letter of agency from Dealer Development Manager (Ryder Field
Representative) authorizing CGS to make changes in dealer's phone line.
3. CGS is advised of telephone information on the day the RyderFIRST System
hardware is ordered.
4. The dealer's merchant ID number is provided to CGS by Dealer
Administration.
-------------------------------------------------------------------------------
14
5. CGS follows up with dealer to verify receipt of equipment and to set
appointment for install process.
6. CGS walks dealer through install process.
7. CGS runs diagnostics for dealer's printer and modem.
8. CGS communicates weekly with Dealer Administration, providing an update on
all dealers that are in the process of being opened.
9. CGS continues to follow up with Area Center and dealer to verify that start
up files are sent.
10. CGS checks for download completion and addresses any incomplete downloads
with the district.
11. CGS notifies the Area Center when the download is complete and the dealer is
ready to automate.
A database of all automated dealers must be maintained. This database must
minimally include the following fields.
Consumer Environment# Dealer # Dealer Name
Address Contact Name Time Zone
Phone # Workstation (Type of Equip. to order)
ID's of each component Hours of Operation by Day
Comments (3 - 80 char lines) Open Date
American Express # Telecredit # Buypass #
III. Warehousing and Logistics
AMRDS will be ready to provide the following warehousing and logistics
support by June 1, 1996. AMRDS is responsible for providing complete
inventory warehousing and maintenance of the hardware components utilized
by the RyderFIRST system. These components are detailed in the schedule
below. A detailed, full-featured relational database (on tape) of Ryder
dealers and all hardware components, including when components were received
or returned to the warehouse, by district and dealer, is required. This
database must also include a history of the current and two prior dealer
locations of the component including when the unit was received by the
warehouse or distributed to a dealer. TSR will provide periodic and ad hoc
reporting monthly 3 days prior to month end.
A. Inventory
. AMRDS will provide secured warehousing space for all RyderFIRST
components in inventory. Any cost associated with this service should be
included in the hardware swap and shipping charges.
. The number of components in inventory will decrease as dealers are opened
and rise as additional equipment is purchased.
The following listing represents the installed inventory as of the effective
date of this Agreement. AMRDS will maintain the inventory tracking and account,
at the serial number level, to Ryder as required herein.
Component Svc. Estimated
-------------------------------------------------------------------------------
15
Type Description Quantity Plan Purchase
------------------------------------------------------------------------
CPU IBM - PS/2 Model 35 - 80 MB HD 3500 IBM 1991-92
386 Chip
CPU IBM - Model 30 - Client -W/O 500 IBM 1992
W/486 Chip Upgrade
CPU IBM - PS/2 Model 35 - 80 MB HD 1000 SWAP 1994
386 Chip
CPU IBM - 486 ValuePoint -33 MHZ 415 SWAP 1994
120 MB HD
CPU IBM - 486 Series 000 - 00 XXx 000 SWAP 1995
270 MB HD
CPU Total 5,715
PRINTER IBM - Xxxxxxxxx XX 18 IBM 1990-91
PRINTER IBM - Proprieter III 3574 IBM 1992
PRINTER OKIDATA - model 184 1000 SWAMP 1992
PRINTER OKIDATA - model 184 336 SWAMP 1994
PRINTER OKIDATA - model 184 300 SWAMP 1995
PRINTER OKIDATA - model 520 101 SWAMP 1995
Printer Total 5,329
MONITOR IMB- model 8512 4000 IBM 1991-92
MONITOR Leading Edge 1015 SWAMP 1992
MONITOR CTX - model 5468 400 SWAMP 1994
MONITOR CTX - model 5468 300 SWAMP 1995
MONITOR Total 5,715
Line Splitters Command Communications 1200 SWAMP 1992
ComShare 750
Line Splitters Command Communications 1300 SWAMP 1994
ComShare 750
Ryder provided spare inventory levels by component are listed below:
Component Consigned Inventory
Type Count
-----------------------------
CPU's 256 Line Splinters ________
Monitors 253 keyboards ________
Printers 183 Card Swipes ________
In addition to the equipment listed above a certain number of accessory items
must be inventoried. Accessory items include keyboards, printer ribbons,
diskettes, and card swipes. for those components under an IBM maintenance
agreement the RyderFIRST Support facility dispatches IBM via the ECCO system. An
additional 1700 systems are maintained on a swap maintenance program. For these
units the support facility must initiate the shipment of a replacement component
and retrieve the damaged component. Failed components are repaired and
redistributed by AMRDS.
B. NEW DEALER HARDWARE SHIPPING
-------------------------------------------------------------------------------
16
The new dealer hardware shipping should include the following:
. Gathering the components from inventory. Prepare and ship fully integrated and
operational Systems, including at a minimum, one CPU, one printer, one
monitor, and one starter kit.
. Four boxes (new components will not require a box).
. Packing the components (including packing material) in the box and labeling
the boxes.
. Shipping. Shipping cost for new dealer openings should be based on UPS ground
----------
rates. Package dimensions and weights are provided for each component.
-----
. Calling the dealer back within 10 days TO VERIFY RECEIPT OF THE SHIPMENT.
Component Box Size WEIGHT (WITH CONTENTS)
-----------------------------------------------------------------------
CPU 18.5' X 20" X 9"H 35 lbs
Monitor 18.5" X 20" X 16.5H 35 lbs
Printer 16.5" X 20" X 9"H 25 lbs
Starter Kit 16.5" X 20" X 9"H 14 lbs
CLOSED DEALER HARDWARE RETURN SHIPPING
As dealers are closed, systems are either 1) shipped back to the warehouse for
refurbishing, reformatting, and testing or 2) cleaned via remote access and
reused at a new dealer within the district. Currently most units are shipped
back to the warehouse for refurbishment, reformatting and testing. Software is
loaded and tested before shipping to a new dealer.
. The closed dealers hardware return shipping cost should include the expense of
shipping three boxes to the closed dealer's site or the dealers Dealer
Development Manager, at Ryder's option.
. These boxes will be shipped UPS ground.
. Foam inserts are installed in the boxes prior to shipping to facilitate
packing by Ryder district personnel.
. The three boxes shipped are described below.
Component Box Size Weight (with contents)
------------------------------------------------------------------------
CPU 18.5" X 20" X 9'M Empty
Monitor 18.5" X 20" X 16.5H Empty
Printer 16.5" X 20" X 9"H Empty
The closed dealers hardware return shipping cost also includes the expense of
shipping the components from the closed dealer to the AMRDS warehouse facility.
The pertinent information is provided below:
-------------------------------------------------------------------------------
17
Component Box Size Weight (with contents)
------------------------------------------------------------------------
CPU 18.5" X 20" X 9"H 35 lbs
Monitor 18.5" X 20" X 16.5H 35 lbs
Printer 16.5" X 20" X 9"H 25 lbs
CGS and AMRDS are responsible for tracking assets being returned from closed
dealers. AMRDS will be responsible for replacing assets lost in the shipping
process.
D. Closed Dealer Hardware Refurbishment and Restocking
The Closed Dealer Hardware Refurbishment and Restocking cost includes costs
incurred to perform/provide the following services:
. Maintain a repair database which tracks each component, its characteristics,
the date it was refurbished, and all repairs made to the component.
. Insure that all system parts are attached and secure in component.
. Run the appropriate diagnostic procedures including anti-virus, F disk, and
testing of Ryder 16/CID card, Card swipe, Modern Test (Loopback and Dial Out),
and BIOS.
. Thoroughly clean component cover removing stickers and writing, etc.
. Thoroughly clean the interior of the component, removing all dust.
. Reassemble component.
. Attach color coded connection dots on component.
. Run IBM system diagnostics on memory, keyboard, disk drive, parallel port,
serial port, disk drive (test cylinder, seek test, write, read, compare, head
select, error detection and correction), monitor (video graphics, character
set, display attributes, 40 x 25 display, 80 x 25 display, 80 x 30 display,
132 x 25 display, vertical display, color graphics, horizontal display, 640 x
200 graphics, 640 x 350 2-color graphics, 640 x 350 16 of 64, 640 x 480
graphics - checkerboard display, video - page 1 to 8).
. Format Disk.
. Load DOS.
. Load RyderFIRST Software are and data files Just prior to shipping.
. Verify software version.
. Maintain RyderFIRST master.
. Power down and up system and leave on for 24 hours.
. Return system/component to inventory.
E. NEW DEALER STARTER KITS
. Approximately 1,000 dealers are expected to open in 1996.
. As new dealers are opened the RyderFIRST hardware and starter kits are
shipped from the warehouse facility to the dealer.
. The starter kits include keyboard, card swipe, line splitter, two
printer ribbons, 10 pre-labeled backup diskettes and a diagnostic
diskette.
. Ryder furnishes all components of the starter kit with the exception of
the printer ribbons and backup diskettes.
--------------------------------------------------------------------------------
18
. The cost per dealer for starter kits must include the cost of assembly
(packaging) of the starter kits and the shipping box as well as the cost of
the printer ribbons and backup diskettes.
. The starter kit box is 16.5 "X 20" X 9"H.
F. Proprietary Board Assembly and Installation
. Ryder will procure new hardware from time to time. It is estimated 100-200
new Systems will be purchased in 1996.
. AMRDS is responsible for installing ID tags and miscellaneous stickers, as
appropriate, on each new component purchased by Ryder and consigned to
AMRDS for the RyderFIRST System.
. AMRDS is not currently responsible for building a Ryder Proprietary Board
which contains an internal modem and electronics for the card swipe. Ryder
may request AMRDS to supply the proprietary board at a future time.
. AMRDS is responsible for the installation of a Ryder Proprietary board on
each new CPU purchased.
. After the Ryder Proprietary board is installed, the component is placed in
available inventory.
G. AMRDS Hardware Requirements
. AMRDS must provide an automated asset tracking/cost allocation system for
the warehouse facility.
. AMRDS must provide a PC/LAN capable of efficiently loading updated
software after refurbishment or at the time new hardware is placed in
service.
IV. Hardware Maintenance
AMRDS will be ready to provide the following hardware maintenance support
by June 1, 1996. The swap maintenance process involves replacing defective
components at dealerships. Swaps generally occur on a component, not an
entire system. The functions required in the swap process are described
below.
. CGS Telephone support technician makes decision to swap defective component
and notifies AMRDS warehouse.
. For all orders received by 6:00 p.m. Dallas time, AMRDS warehouse will ship
replacement component(s) OVERNIGHT to dealer.
---------
. Dealer installs replacement component and packages defective component for
return shipping back to AMRDS warehouse.
. AMRDS warehouse arranges for pickup of defective component by UPS ground
for return to warehouse.
. AMRDS warehouse is responsible for tracking of defective components during
the return shipping process and for follow-up if delivery is delayed.
. Upon arrival at the AMRDS warehouse, the defective component is diagnosed
by a AMRDS technician to identify problem.
--------------------------------------------------------------------------------
19
. The following approved options are listed in order of preference:
a) In-house AMRDS technician repairs component.
b) Outside technician repairs component
c) Component is surplused for salvage (decision requires Ryder
approval).
. The component is returned to inventory (unless surplused for
salvage).
. In addition to component swaps relating to maintenance, AMRDS is also
responsible for shipping replacement components when hardware is
stolen from the dealer's premises. The same process is used as for
swap maintenance but the request for asset write off, as if the asset
were being surplused, must be submitted to Ryder.
The hardware which is maintained under the swap maintenance program
is listed below.
Component Yr
Type Description Vol. Maint Purch
---------------------------------------------------------------------
CPU IBM - PS/2 Model 35 - 80 MB HD 1000 SWAP 1992
386 Chip
CPU IBM - 486 ValuePoint 33 MHZ 415 SWAP 1994
120 MB HD
CPU IBM - 486 Series 000 - 00 XXX 000 SWAP 1995
270 MB HD
CPU Total 1,715
PRINTER OKIDATA - model 184 1,000 SWAP 1992
PRINTER OKIDATA - model 184 336 SWAP 1994
PRINTER OKIDATA - model 184 300 SWAP 1995
PRINTER OKIDATA - model 520 101 SWAP 1995
Printer Total 1,737
MONITOR Leading Edge 1015 SWAP 1992
MONITOR CTX - model 5468 400 SWAP 1994
MONITOR CTX - model 5468 300 SWAP 1995
MONITOR Total 1,715
Line Splitters Command Communications 1200 SWAP 1992
ComShare 750
Line Splitters Command Communications 1300 SWAP 1994
ComShare 750
V. Support Volume/Scheduling Statistics
. Estimating an average of 7,800 inbound calls per month (93,600/year)
for 1996. These call volumes may vary by as much as 10 to 20% of
projected levels.
. The average inbound support call lasts 3 minutes.
. Estimating an average of 4,600 outbound calls per month,
(55,200/year) for 1996. These are typically follow-up calls to
dealers for resolution of RyderFIRST support inquiries.
. The average outbound support call lasts 3 minutes.
--------------------------------------------------------------------------------
20
. Consumer truck rental's business activity is extremely seasonal with the first
and fourth quarters being the slowest and the second and the third quarters
being the busiest. Our business also fluctuates by time of the month, business
at the end of the month, and day of the week. Saturday is the busiest. Support
call volume is somewhat related to business activity.
. Inbound support call volumes vary by time of day. The busiest time period is
4-6 pm, followed by 10 am - 1 pm.
. Inbound support call volumes vary by day of week. The busiest day is Monday
followed in order of decreasing activity by Thursday, Friday, Tuesday,
Wednesday, Saturday, and Sunday. A typical Monday will have 400 calls, Friday
and Tuesday 300 calls and Saturday 200 calls.
. Inbound support call volumes vary by time of month. The last week of the month
is the busiest. The middle two weeks are the least busy.
. Support call volumes increase significantly for the 1 - 2 month period
following a software release to the RyderFIRST system or if a business change
occurs which requires a change in procedure.
. The following historical call volumes are provided for forecasting use. Notice
that as the system matures and stabilizes, the call volumes are reduced.
Additionally, continuous dealer training on the part of Ryder will also reduce
relative call volumes.
Year Type Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
--------------------------------------------------------------------------------------------------------------------
94 Inbound 7962 7835 8246 9358 8837 10624 9651 11871 8747 8898 7824 6687
94 Outbound 4527 4588 4670 3988 3903 5745 5791 10003 6761 7440 6640 6293
95 Inbound 7590 9940 7797 6414 8518 *8500 *9000 *9000 *8000 *7800 *7800 *7500
95 Outbound 7828 8602 7719 5442 7237 *5100 *5400 *5400 *4800 *4700 *4700 *4500
*Projected call volumes
-------------------------------------------------------------------------------
21
EXHIBIT B
---------
PERFORMANCE STANDARDS AND REMEDIES
----------------------------------
CGS agrees to provide the Services thereunder in accord with the following
performance standards:
I. Dealer Satisfaction: This area is where Ryder requires superior
performance. Each second and third quarter Ryder conducts comprehensive dealer
satisfaction surveys. The question measured is: "How satisfied are you with
the assistance you received from the Ryder First Help Line?" The results are
based on an average of very satisfied and somewhat satisfied on a quarterly
basis. The standard will be **** average of very satisfied and somewhat
satisfied. If CGS performs at a **** for the quarterly measure there will
be a **** bonus paid to CGS. If CGS performs at **** or above, CGS will be
paid a **** bonus for the quarter. If the average is **** for the
quarter, CGS will pay to Ryder ****. If the team performs at below **** CGS
will pay Ryder **** for the quarter. (Ryder warrants that performance on
this question has not fallen below **** for a quarter since before the second
quarter of 1993.) The first dealer satisfaction measurement for purposes of
this section will be second quarter 1997.
II. Other Performance Standards
Performance Responsible Measurement Measurement % Level
Standard Organization period
------------- ------------- ------------- ------------- -------------
Answer Time CGS All Calls in 20 Monthly 80%
Sec
Abandoned Call CGS Abandoned Calls/ Monthly less than 5%
Rate(1) Total Calls
Refurbish Cycle AMRDS 5 Business Days Monthly 95%
Shipping Time AMRDS Orders Received Monthly 90%
Hardware Failures by 6:00 p.m.
Shipped Same Day
Shipping Time CGS By 6:00 p.m. Next Monthly 90%
for New Dealer Business Day
New Dealer CGS Schedule Monthly 95%
Install Installation
Within 7 Days
New Dealer CGS Within 10 Days Monthly 90%
Follow-up of Shipment
(1) Abandon Call Definition: An abandoned call is defined as one in which the
caller stays on the line for more than 15 seconds but hangs up before a
technician answers.
If three or more of the above standards are not met in a given month TSR will
provide Ryder with a 1% reduction in the monthly xxxx. CGS will be responsible
for their measurements that were missed in relationship to the total missed.
For example: if answer time, abandoned call and refurbishment cycle were missed
CGS would be responsible for two thirds of the 1% credit. If all standards are
met for the quarter, Ryder will pay TSR 1% of the quarterly billing as a bonus.
CGS will receive **** of this bonus. These reductions and bonus provisions
will commence on October 1, 1996
III. Complete Shipments: Any incomplete shipment will result in a subsequent
overnight delivery of the missing part(s) at TSR's expense. Out of stock
situations are exempt.
--------------------------------------------------------------------------------
22
**** Confidential treatment is being requested for these portions of this
agreement.
IV. Close Ticket Time: All calls will be handled, escalated or closed within
one hour of the call.
V. Additional Measurements to Consider:*
Reporting Accuracy Rate
Problem Resolution Accuracy Rate
* These will be reviewed at quarterly quality reviews.
--------------------------------------------------------------------------------
23
Exhibit C
---------
CGS Pricing Schedule
--------------------
Service Functions Unit Price
----------------- ----------
Inbound RyderFIRST Telephone Support ****/call
New Dealer Telephone Startup ****/dealer
Initial Installation ****
Includes:
Database Design
Programming Design
Training
Testing
System Design, set up, scripting, training and testing
Transmission set up, training and testing
Telephone support, installation, testing and training
CGS agrees to invoice TSR monthly for services performed under this contract, by
the third business day of the following month. TSR agrees to pay CGS net thirty
(30) days after the receipt of invoice.
--------------------------------------------------------------------------------
24
**** Confidential treatment is being requested for these portions of this
agreement.
Exhibit D
---------
Cost Reduction Initiatives
--------------------------
At the quarterly quality reviews TSR and CGS will identify and agree on a
minimum of one cost reduction initiative for the next quarter. The fist
quality review will be held in January 1997.
--------------------------------------------------------------------------------
25
Exhibit E
---------
Reporting Requirements
----------------------
These requirements will be mutually established during the implementation
process and reviewed quarterly.
--------------------------------------------------------------------------------
26
Exhibit F
---------
Training Requirements
---------------------
Support Training
. Ryder will provide RyderFIRST application training to supervisors and
Technicians at startup. Subsequent to startup all RyerFIRST application
training for CGS personnel will be the responsibility of CGS.
. TSR will make available to CGS training and documentation for any changes to
the RyderFIRST application. (Ryder currently does two software releases per
year.)
. CGS will provide on-going and refresher training as required.
--------------------------------------------------------------------------------
27
Attachment A
----------
Uninterrupted Telecommunications Service Plan
Basic Coverage
--------------
. The CGS Help Desk is located at the Informart, a building designed to house
only computer related vendors. It has a reliable electrical wiring network
design, backup power systems and twenty four hour security to ensure quality
technical support reliability.
. The CGS Help Desk PC Workstations, Server and Rolm Phone switch are all
connected to an interrupt power supply (UPS) located in the CGS suite. The
UPS will protect against power surges and either Partial or total power loss.
. The Help Desk is also protected from viruses by limiting outside access to
only two pcs used for pc to pc support. These pcs are only connected to the
outside world and nothing else. All of the Help Desk pcs have key locks to
restrict loading of software or backing up data files by anyone except
management or assigned system administrators.
Plan A Support
--------------
For bad weather such as snow or ice storms CGS will have the support team stay
overnight at a hotel close to the Infomart.
Plan B Support
--------------
In case of fire, phone switch failure etc. totally disabling the Help Desk site,
the agents and 800 number will be switched to the closest TSR facility. TSR
will provide space, phones and Pcs for use by CGS help desk staff to support
the RyderFIRST applications.
Plan C Support
--------------
In case all of the DFW area is unable to provide support to the RyderFIRST
system the 800 number will be transferred to the CGS Atlanta site and trained
CGS employees will take over both inbound and outbound dealer support calls.
-------------------------------------------------------------------------------
28
Attachment B
------------
TELEPHONE PERFORMANCE RESPONSE REPORTS
a) Daily, Weekly, and Monthly Report on the following split information:
Date
Time, half hour Interval (Daily Only)
Average speed of answer
Average abandon time
Number of ACD calls
Number abandoned calls
Maximum delay
Average talk time
Average after call
% ACD
Number of outgoing calls
Average out time
Number of agents staffing the split
% ACD time
% Answered
Daily Weekly and Monthly Summary Totals (of Applicable items)
b) Daily, Weekly and Monthly Reports on the following trunk information:
Date
Time - half hour intervals only (Daily Only)
Number of calls carded (incoming)
Number of calls abandoned (incoming)
Number of calls answered (incoming)
Average hold time
Total C.C.S
c) Daily total number of calls answered and/or abandoned by time interval
Time intervals in five (5) second increments up to forty five(45)
seconds
Number answered
Number abandoned
Total Answered/abandoned
d) TSR network vendor calls (Currently MCI) and Weekly Blockage Report. It is
understood that this report is provided to TSR by MCI. TSR will provide
Ryder with this report after receiving it from MCI.
-------------------------------------------------------------------------------
29
ATTACHMENT C
------------
TELECOMMUNICATIONS TROUBLE SHOOTING, PROBLEM RESOLUTION ESCALATION,
------------------------------------------------------------------
AND TESTING AND TROUBLE REPORTING PROCEDURES
---------------------------------------------
Once it has been determined that a telecommunications problem is not caused by
the communication software or the modems, at either end of the transmission
path, the following steps should be taken:
1. Report the trouble by opening a trouble ticket to the local exchange
telephone company (LEC) responsible for the line in question.
2. If the trouble is related to a dealer workstation originating calls and
said workstation is identified In the database as making Toll or long
distance calls to the District's DCM, also report the trouble to the MCI
National Account Service Center (N.A.S.C).
3. Local Exchange Telephone Companies will typically commit to clearing the
problem by close of business day. TSR will follow up every four hours
after the due time and date. If by close of business the following day
the problem has not been resolved for a dealer location, TSR will
escalate to LEC's supervisory level and will notify Ryder's Support
organization.
4. In accordance with MCI's trouble reporting procedures, an MCI
representative will call back when there is a resolution to the trouble
reported. Depending upon the priority placed on the trouble, MCI will
status the customer every two to four hours.
5. Before MCI closes its trouble ticket, CGS will request from MCI any and
all repair action taken by MCI in order to resolve the customer's
reported trouble.
Network Trouble Reporting
I. To report trouble on your MCI Ryder Net lines call MCI's National Account
Service center (NASC) 0-000-000-0000.
2. Trouble conditions which are suspected to be RyderNet related should also
be reported to Ryder's Rental System Support Group.
3. System, Inc. - CGS will provide the following information to the MCI
representative:
A. Company name
B. Call back telephone number
C. Telephone number experiencing trouble
D. Trouble symptoms
E. Previous occurrence of similar trouble, if any
F. End user's name and comments
GT Time the calls were made
--------------------------------------------------------------------------------
30
4. MCI's. N.A.S.C. will generate a trouble ticket to track the progress of the
repair. They will inform TSR of the repair trouble ticket number. Retain
this ticket number for future reference should any questions arise during
the life of the trouble.
5. Should it be necessary to speak with a supervisor concerning any
difficulties with MCI RyderNet Service, contact the Floor Supervisor at the
N.A.S.C., 0-000-000-0000. For further assistance, a contact list can be
obtained from MCI.
Network trouble conditions other than MCI should be handled through normal Local
Exchange Company (LEC) reporting procedures. These procedures are developed and
provided by Ryder System, Inc., and may change from time to time.
Note: All References to MCI in this section could be substituted by Ryder with
a New Network vendor of choice. In the event that the long distance vendor
changes, CGS will be supplied with complete flow procedures.
-------------------------------------------------------------------------------
31
[LOGO]
TeleService Resources
TELESERVICE RESOURCES
NON DISCLOSURE AND NONCOMPETE AGREEMENT
This agreement is made as of the 1st of March, 1996, by and between TeleService
Resources (TSR)(the "Providing Party") and Computer Generated Solutions, Inc.
(CGS) (the "Receiving Party").
In connection with discussions between TSR and CGS, it will be necessary for CGS
to review certain documentation and information considered proprietary by TSR.
In view of TSR's desire that such documentation and information be maintained in
confidence, it is hereby agreed that for a period of five (5) years commencing
on the date of this Agreement, CGS shall not disclose or otherwise make
available to a third party any proprietary information and documentation
received from TSR that is identified as confidential ("Confidential
Information"). All Confidential Information transmitted hereunder shall be and
remain the property of TSR, and all such Information and any copies thereof
shall be promptly returned to TSR upon request or destroyed at TSR's option.
Confidential Information shall mean any non-public, confidential proprietary
information, services to be rendered or transactions contemplated hereby,
including without limitation, pricing and material terms and conditions of
services offered, intellectual property, enabling software, programming, except
that Confidential Information does not include any information that:
(i) is required by law to be disclosed
(ii) was available to the Receiving Party prior to its disclosure by
the Providing Party
(iii) was known or becomes generally available to the public or to
competitors of the parties hereto other than as a result of
disclosure by the Receiving Party
Furthermore, in the event that TSR and CGS enter into program-specific
Agreements whereby CGS will provide help desk call handling services to TSR,
those services will be provided for TSR's client programs. CGS agrees not to
pursue independent business relations with any of TSR's clients for which it
provides services for a minimum period of two (2) years from the end date of the
program-specific Agreement(s)
/s/ Xxxxx Xxxxxx Date: 3/1/96
--------------------- ------------
Xxxxx Xxxxxx, Vice President
CMC Division
Computer Generated Solutions, INc.
/s/ L.L. Xxxxxx Date: 3/1/96
-------------------------------- ------------
Xxxxx Xxxxxx, Group President
TeleService Resources/Data Management Services
