AMENDMENT NO. 3 TO MASTER SERVICES AGREEMENT
Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.
Exhibit 10.2
AMENDMENT NO. 3 TO
This Amendment No. 3 (this “Amendment”) to the Master Services Agreement dated August 1, 2009 (the “Agreement”) is hereby entered into as of September 6, 2012 and effective September 6, 2012 by and between Symetra Life Insurance Company, a Washington corporation (including its successors and permitted assigns, “Symetra”), and Xerox Business Services, LLC (formerly Affiliated Computer Services, Inc.), a Delaware corporation (including its successors and permitted assigns, “Xerox”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
WHEREAS, on April 1, 2012, Affiliated Computer Services, Inc. changed its name to Xerox Business Services, LLC.
WHEREAS, the parties hereto desire to amend the Agreement in the manner set forth in this Amendment.
NOW THEREFORE, in consideration of the representations, warranties, promises and covenants contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree to the foregoing and as follows:
1. Amendment to Name. Any reference to Affiliated Computer Services, Inc. (“ACS”) in the Agreement or related documents, shall be deemed replaced by the term Xerox Business Services, LLC (“Xerox”).
2. Amendment to Schedule 2D, Section 4.2, Table 11. Table 11. Network Administration Services SLAs of Schedule 2D, Section 4.2 is replaced with the following:
Table 11. Network Administration Services SLAs
| DEFINITION | Routers and circuits to be managed proactively using either product-specific or proprietary network monitoring and management tools. Measurement for these network components is 24x7x365 requirement. Pre-scheduled maintenance shall be performed according to the published maintenance window schedule, with the ability to reschedule based on network availability requirements from the various Symetra groups or clients. |
| Network Administration Services SLAs | ||||||
| Administration Task |
Service Measure |
Performance Target |
SLR | |||
| Data network Service reporting per Symetra requirements | Reporting timeliness | Monthly | [***] | |||
Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.
| Network Administration Services SLAs | ||||||
| Administration Task |
Service Measure |
Performance Target |
SLR | |||
| Implementation of firewall changes related to changing, adding/deleting firewall rules. | Response time | Emergencies: £2 hours
standard requests: within normal change control parameters after submission by Symetra |
[***] | |||
| Formula | As provided in the Spec Sheet | |||||
| Measurement Interval | As provided in the Spec Sheet | |||||
| Measurement tool | As provided in the Spec Sheet | |||||
3. Amendment to Schedule 2D, Section 4.2, Table 12. The definition under Table 12. Security Intrusion Detection SLAs of Schedule 2D, Section 4.2 is replaced with the following:
| DEFINITION |
Network traffic to/from designated systems is monitored for current attack signatures and is retained for 3 days. Measurement for this Service is 24x7x365 requirement. Pre-scheduled maintenance shall be performed per the Symetra-approved change window. |
4. Amendment to Scheduled 2D, Section 4.2, Table 13. Table 13. Security Penetration Services SLAs of Scheduled 2D, Section 4.2 is replaced with the following:
| DEFINITION | Entire networks are tested to determine the susceptibility of their hosts to current attacks. |
| Security Vulnerability & Penetration Services SLAs |
||||||||
| Management Task |
Service Measure |
Performance Target |
SLR | |||||
| Deliver remediation plan that addresses identified penetration testing vulnerabilities | Elapsed time | Within Five (5) Business Days from conclusion of the penetration test period. | [*** | ] | ||||
| Formula | As provided in the Spec Sheet | |||||||
| Measurement Interval | As provided in the Spec Sheet | |||||||
| Measurement tool | As provided in the Spec Sheet | |||||||
5. Amendment to Scheduled 2G. All references in Schedule 2G to form coding DOC1 and B-SYMT are deleted.
6. Amendment to Attachment B. Attachment B. Symetra Sites and Symetra Equipment is hereby replaced in its entirety with the attached Attachment B.
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Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.
7. Amendment to Attachment M, Table 2. Table 2 of Attachment M. Offshore Services is replaced with the following:
| Table 2 Symetra-Approved Offshore Locations | ||
| Location |
||
| Kuala Lumpur, Malaysia Bangalore, India Mexico Canada Ireland Chennai, India |
||
8. Amendment to Appendix 3.1. Summary - 5 Year Roll Up. The line item titled “Output Processing” and “Annual Total Fees” under the Total Annual Service Fees table are replaced with the following:
TOTAL ANNUAL SERVICE FEES
| Service / Description |
Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 Optional |
Year 7 Optional | Total | ||||||||||||||||||||||||
| Output Processing |
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | ||||||||||||||||||||||||
| ANNUAL TOTAL FEES |
$ | 11,410,296 | $ | 10,574,796 | $ | 10,571,892 | $ | 10,662,996 | $ | 10,777,536 | $ | 10,777,536 | $ | 10,777,536 | $ | 75,552,588 | ||||||||||||||||
The line item titled “Output Processing” and “Annual Total Fees” under the Total Annual Fees table are replaced with the following:
TOTAL ANNUAL FEES
| Service / Description |
Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 Optional |
Year 7 Optional | Total | ||||||||||||||||||||||||
| Output Processing |
[***] | [***] | [***] | [***] | [***] | [***] | [***] | [***] | ||||||||||||||||||||||||
| ANNUAL TOTAL FEES |
$ | 13,904,916 | $ | 13,069,416 | $ | 13,066,512 | $ | 13,157,616 | $ | 13,272,156 | $ | 13,272,156 | $ | 13,272,156 | $ | 93,014,928 | ||||||||||||||||
9. Amendment to Appendix 3.1. Output Processing. The Resource Unit Category line item titled, Printed Image (Bellevue) is deleted and replaced by a Resource Unit Category line item titled, Xerox Monthly Managed Service with a Unit of Measure of Fixed. The Baseline Quantity and Monthly Unit Price columns for each of the Years 1 through 7 are empty, with the Monthly Total columns for Years 3 through Year 7 updated with the following:
| Resource Unit Category |
Unit of Measure |
Year 3 Monthly Total |
Year 4 Monthly Total |
Year 5 Monthly Total |
Year 6 Optional Monthly Total |
Year 7 Optional Monthly Total |
||||||||||||||||
| Xerox Monthly Managed Service | Fixed | [***] | [***] | [***] | [***] | [***] | ||||||||||||||||
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Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.
The Monthly Service Fees and Annual Services Fee shown for each of the Years 3 through Year 7 are updated accordingly to show the following:
| Year 3 |
Year 4 |
Year 5 |
Year 6 |
Year 7 | ||||||
| MONTHLY SERVICES FEE | [***] | [***] | [***] | [***] | [***] | |||||
| ANNUAL SERVICES FEE | [***] | [***] | [***] | [***] | [***] | |||||
Under the Additional Resource Charges (ARC) and Reduced Resource Charges (RRC) table of Appendix 3.1 Output Processing, the Resource Unit Category line item titled, Printed Image (Bellevue) is deleted and replaced by a Resource Unit Category line item titled, Variable Printing (Bellevue). The Unit of Measure column is empty as are the columns under Year 1 and Year 2. The ARC Unit Price for each of the Years 3 through Year 7 is [***] with the RRC Unit Price columns being empty.
[Signature Page Follows]
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Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.
SYMETRA LIFE INSURANCE COMPANY
| By: | /s/ Xxxxxx X. XxXxxxxx | |
| Title: | Senior Vice President | |
| Date: |
9/4/12 |
XEROX BUSINESS SERVICES, LLC
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Title: | SBU Executive | |
| Date: | 9/6/12 |
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ATTACHMENT B
SYMETRA SITES AND SYMETRA EQUIPMENT
Symetra Sites:
| Office City Location |
Address | |
| Richardson, TX | 000 X. Xxxxxxxx Xx, Xxxxx 000, Xxxxxxxxxx, XX 00000 | |
| San Diego, CA | 0000 Xxxxxx Xx., Xxxxx 000, Xxx Xxxxx, XX 00000 | |
| Cincinnati, OH | 000 Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 | |
| Symetra Headquarters | 000 000xx Xxxxxx XX, Xxxxxxxx, XX 00000 | |
| Indianapolis, IN. | 0000 XxXxxx Xxxx, Xxxxx 0000, Xxxxxxxxxxxx, XX 00000 | |
| Boston, MA | 00 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000 | |
| Enfield (Hartford), CT | 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 | |
| Exton (Conshohocken), PA | 0 X. Xxxxxxx Xxx. Xxxxx 000, Xxxxx, XX 00000 | |
| Pittsburgh (Bethel Park), PA | 0000 Xxxxxx Xxxxx Xxxxx 000, Xxxxxx Xxxx, XX 00000 | |
| Atlanta (Norcross), GA | 0000 Xxxxxxx Xxxxx Xxxxx 000, Xxxxxxxx, XX 00000 | |
| Miami, FL | 0000 Xxxxxxxxx Xxxxxx Xx. Xxxxx 000, Xxxxx, XX 00000 | |
| Chicago , IL | 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 | |
| Ashland, WI | 000 0xx Xxxxxx Xxxx, Xxxxxxx, XX 00000 | |
| Waltham, MA | 000 Xxxxxx Xxxxxx, Xxxx. 0, Xxxxx 000 Xxxxxxx, XX 00000 | |
Symetra Equipment:
| 1. | Symetra-Owned Equipment: Symetra owns the AT&T Partner Telephony Systems and all telephony peripherals installed in the Boston, MA and Exton, PA offices as well as two (2) Secure IBM Infoprint 1532N MICR printers located in Bellevue, WA in Symetra//Xerox print center as of the Restatement Date. |
| 2. | Symetra-Leased Equipment: None as of the Restatement Date. |
