AGREEMENT FOR DATA PROCESSING SERVICES
THIS AGREEMENT is effective as of January 22, 1998, by and between Policy
Management Systems Corporation ("PMSC") a South Carolina Corporation with
principal offices at Xxx XXXX Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (Post
Xxxxxx Xxx Xxx, Xxxxxxxx, Xxxxx Xxxxxxxx, 00000), and Shelby Insurance Company
("Customer") having its principal place of business at 000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxx 00000.
WHEREAS Customer is a licensee of PMSC's Series II PMS, BCMS, CHS and AIS
Systems and uses said Systems to process Customer's and its Authorized
Companies' property and casualty insurance business, and
WHEREAS, Customer is desirous of PMSC providing certain data processing and
other related services for Customer and its Authorized Companies specified in
Attachment No. 1 to the Master License Agreement by and between PMSC and
Customer dated with an effective date of December 31, 1992, and Addendum No. 3
to such Attachment No. 1 (collectively the "License Agreement"), and
WHEREAS, PMSC wishes to provide such services for Customer and said Authorized
Companies, and
WHEREAS, the parties herein wish to reduce their agreement to writing;
NOW, THEREFORE, that for and in consideration of the premises and undertakings
hereinafter set forth, Customer and PMSC hereby agree as follows:
1. DEFINITIONS
The following words shall have the following meanings in this Agreement unless
the context hereof indicates otherwise:
1.1 SYSTEM: An assembly of computer programs and related documentation
identified in Exhibit A and more specifically defined therein.
1.2 RELEASE OF A SYSTEM: An edition of a System which may include one or more
individual versions developed by PMSC.
1.3 TERMINAL OPERATOR: An individual who is proficient in the entry of data
into an electronic data processing system via remote computer terminals for
processing by a System.
1.4 IMPLEMENTATION PLANNING SESSION ("IPS"): A joint planning session between
PMSC and Customer, During the IPS PMSC and Customer shall mutually (a)
adopt a plan (hereinafter "Implementation Plan") for Customer's
implementation of the System, and (b) identify and allocate between PMSC
and Customer those tasks and responsibilities required to accomplish the
Implementation Plan.
1.5 CUSTOMIZATION: The coding and loading of the GTAM Tables into a System and
the defining and loading of the Generalized Edits, System Reference Files
and System Support Files into a System, and the performance of the other
tasks specified as "Customizations" in Exhibit B to meet Customer's
individual requirements. (An "Uncustomized" System is a System which has
undergone no Customization; conversely, a "Customized" System has undergone
at least some Customization.)
1.6 MODIFICATION: The making of program changes or additions to a System to
make it conform to Customer's particular specifications. (An "Unmodified"
System is a System which has undergone no Modification; conversely, a
"Modified" System has undergone at least some Modification.)
1.7 PROCESSING CUSTOMER: A PMSC licensee to whom PMSC provides services under
an agreement for data processing services.
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1.8 Banc System: An Unmodified System used by PMSC to process the data of its
Processing Customers.
1.9 Production System: A Base System which has been Customized and Modified
pursuant to this Agreement and made available to Customer for processing of
its live data.
1.10 Test System: A Base System which includes one or more Customizations,
Modifications, or other changes not yet integrated into a particular
Processing Customer's Production System.
1.11 Other Software: Any applications software other than a System which is used
to process Customer's data as of the effective date of this Agreement.
1.12 Enhancement: Any addition, change, and/or modification to a System which
PMSC may from time to time develop and make available to its licensees
pursuant to the Maintenance, Enhancements, Services Availability (MESA)
provisions of its license agreements.
2. DUTIES OF PMSC
2.1 Transaction Services: PMSC and Customer will mutually write a plan for
transferring Customer's Production System and Other Software to PMSC's data
center ("Transition Plan"). The Production System will be installed in
PMSC's MVS mainframe operating environment. PMSC will monitor the
progression of the Transition Services against the project schedule and
keep Customer appraised of project progression on a monthly basis.
Transition Services will include the following:
(i) Operating Systems Programming - would include the installation or
modification of any IBM or third party vendor software required for
the Customer.
(ii) Scheduling Processing Times - would include the automatic scheduling
of all production and test cycles on an automated scheduling
package. Flow charts for the Production and Test Systems will also
be created and maintained to monitor scheduling changes.
(iii) Library Management - would entail the installation and conversion of
the Customer's execution JCL, procs, source code and object code
onto the PMSC mainframe.
(iv) Necessary Computer Mainframe Equipment - would include installing
any additional hardware as required to support the Customer.
(v) Necessary Magnetic Storage Media - would include installation of
DASD devices, if required, to store and retrieve the Customer's
data.
(vi) 24 Hour Security Management - providing the installation and
continual maintenance of security for the Customer's data. This
entails establishing RACF access to production data, and adding,
changing or deleting user access to the Production System.
(vii) Production Processing - establish and maintain a production
environment for the Customer's systems. This will include the
initial loading of all of the Customer's data files, programs,
procs, JCL and other components needed to process the Customer's
production in a batch environment.
2.1.1 Production CICS - establish the Customer's production of CICS region
to stimulate parallel testing for the migration of the data to
PMSC's mainframe. This region will become the Customer's production
CICS once migration testing and final sign-off by the Customer are
completed.
2.1.2 Test Cycles - would include the running of simulated parallel and
stand alone cycles to assure that data integrity and system
functions are equal to those in the Customer's existing in-house
environment.
2.1.3 Test CICS/TSO - establish a test CICS region for the Customer to
use to test changes before moving them to a production environment.
TSO accessibility will also be provided to the Customer to allow
access to all of the
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programs and files required to maintain the test and Production
System.
2.1.4 Processing of OTHER SOFTWARE - would include installing and
testing any non-PMSC software that the Customer desires to
execute on the PMSC mainframe. This would also include loading
all necessary data files, programs, procs and JCL required to
simulate the Customer's existing environment for such software,
PMSC will provide any testing as requested by the Customer to
assure that the software has been properly installed and
functions equal to such software in Customer's existing
environment.
2.1.5 Long Line Network Management - evaluate the capacity needs of the
Customer for line transmission volume, speed, and connectivity at
both the mainframe and Customer's site and any other related
sites. Determine the optimal line configuration that will allow
the Customer to reach desired response time results at the most
cost effective price.
2.2 PMSC shall be entitled, in its sole discretion and upon reasonable notice,
to perform or cause to be performed by any one or more of its subsidiaries
any or all of its duties and obligations under this Agreement and the
Exhibits hereto.
2.3 In order to facilitate the services to be provided pursuant to this
Agreement, PMSC shall provide the necessary personnel, computer mainframe,
equipment, and magnetic storage media required to provide the Services
hereunder. If the Services are provided at a data center other than PMSC's
Blythewood data center, the performance level of Services will be the same
as or better than the level provided at PMSC's Blythewood data center.
2.4 PMSC shall process Customer's transactions as described in Exhibit A
utilizing both the Customized and Modified System described in said Exhibit
and Other Software. PMSC shall provide the following related support
services to Customer:
2.4.1 Production CICS: PMSC will provide to Customer, in accordance
with Exhibit C, on-line access to the on-line portions of
Customer's production Systems.
2.4.2 Production Cycles:
(a) Daily Production Cycles:
PMSC will process Customer's transactions using the
Production System daily batch cycle for each business day
Monday through Friday. PMSC will use its best efforts to
provide complete and balanced output from daily batch cycles
prior to the beginning of Customer's next business day.
(b) Weekly Production Cycles
PMSC will process Customer's transactions using the
Production System weekly batch cycles each week. PMSC will
use its best efforts to provide complete and balanced output
from weekly batch cycles prior to the start of Customer's
next business week.
(c) Monthly Production Cycles
PMSC will process Customer's transactions using the
Production System monthly batch cycle once per month. PMSC
will use its best efforts to provide complete and balanced
output from monthly batch cycles prior to the beginning of
the sixth day following the day Customer closes its books
each month.
2.4.3 Statistical and Regulatory Reporting Support: Customer will have
access to the data in the Production System via a dedicated
telecommunication line to enable Customer to prepare summary
reports and transmittals based upon Customer's data contained in
and processed by the Production System for mandatory submission
to state insurance regulators and statistical bureaus. Customer
will be responsible for ensuring such reports and transmittals
will be prepared on a monthly, quarterly, semi-annual, or annual
basis to meet
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Customer's scheduled mandatory reporting.
2.4.4 Modification Processing: PMSC will process Customer's
Modifications which PMSC may develop and implement pursuant to
Section 4 below.
2.4.5 Test CICS: PMSC will provide Customer on-line CICS access to the
on-line portions of Customer's Test System to facilitate the
testing of the System.
2.4.6 Test Cycles: PMSC will provide Customer test cycles for
Customer's Test System to facilitate the testing of the System.
2.4.7 Processing and Maintenance of Other Software: PMSC will process
Customer's data utilizing Other Software. In addition, and with
Customer's assistance, PMSC shall maintain and test such Other
Software.
2.5 PMSC shall establish and maintain reasonable safeguards against the
destruction or loss of Customer's data in the possession of PMSC, which
safeguards shall at least be equivalent to those which PMSC provides and
maintains for its corporate affiliates. Customer and PMSC will mutually
agree upon the frequency that back-up tapes will be removed from PMSC's
data center to an off-site storage facility.
2.6 PMSC agrees to assist Customer in disposing of any computer hardware which
Customer no longer needs after the execution of this Agreement. As part of
the disposal assistance, PMSC agrees to assume the rights and financial
responsibilities under the following hardware leases: (i) Customer's lense
for the IBM CMOS mainframe model 2003-135; (ii) Customer's lease for the
related RAMAC DASD; and (iii) Customer's lease for the EMC2 DASD.
3. DUTIES OF CUSTOMER
3.1 Customers shall furnish at no cost to PMSC experienced management,
supervisory and other personnel, including Terminal Operators, as
necessary, to implement, operate, and coordinate use of the System at
Customer's location. Customer will be responsible for all printing and
mailing responsibilities.
3.2 Customer shall also furnish at no cost to PMSC, and the employees PMSC
hires from Customer, equipment, office space, telephones, office supplies,
supplies and materials necessary to facilitate the use of the System at
Customer's location. The said equipment, supplies and materials include,
but are not limited to, video terminals, control units, modems, printers,
and other input/output devices, paper and forms. If necessary, Customer
shall also provide at no cost to PMSC for data entry by means other than
video terminals at Customer's locations, and System's output by means other
than printers at Customer's location. IF PMSC provides output by means
other than printers at Customer's location, Customer shall pay PMSC for
such output on a time and materials basis. The equipment and office space
contemplated by this Section 3.2 is the equipment and office space Customer
utilizes as of the effective date of this Agreement.
3.3 If, as a result of Customer's failure or other failure beyond the control
of PMSC, data is not furnished to PMSC for processing in accordance with
PMSC's established processing schedule, PMSC shall reschedule and process
Customer's data as promptly as reasonably possible, Customer shall pay
PMSC for any processing necessitated by such rescheduling on a time and
materials basis.
3.4 Customer will use its best efforts to test and authorize for incorporation
into the Production System all Modifications, Enhancements, and all
Customizations made to the Test System not later than 30 days of their
first availability for testing or within written mutually agreed upon
testing time frame. To the extent that Customer fails to authorize or
unreasonably delays the use of said Modifications, Enhancements or
Customizations in its Production System, Customer shall pay PMSC on a time
and materials basis for the additional maintenance of Customer's Test
System caused by the delay.
3.5 Customer acknowledges that in order for PMSC to perform the work projects
being conducted by Customer's employees listed on Exhibit B hereto ("Work
Projects"), 75% of Customer's employees listed on such Exhibit B must
accept PMSC's offer of employment made in conjunction with this Agreement.
Each such employment offer will be for a salary at least equal to such
employee's current salary with Customer. If 75% of such employees do not
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accept PMSC's employment offers, the parties agree that they will mutually
agree to adjust the Services to be provided hereunder to compensate for the
shortfall in employees available to PMSC for providing the Work Projects.
The scope of such adjustment will be based on the number and/or nature of
Customer's employees who do not accept PMSC's job offers and are not
available to provide Services hereunder. PMSC agrees that it will work
diligently to replace such individuals as quickly as is commercially
reasonable in order to perform the Work Projects as set forth in this
Agreement.
3.6 PMSC agrees to assign the employees hired from Customer by PMSC to
Customer's current data center location for at least 180 days from the
effective date hereof. PMSC will execute a mutually acceptable lease with
Customer governing the use by PMSC of Customer's location, which lease may
be terminated by either party, with or without cause, at any time after the
first 180 days, provided the terminating party provides the other party
with at least 90 days notice prior to such termination. Customer agrees
that PMSC will not be required to pay Customer any lease fees or other
charges and, Customer agrees to provide PMSC with the support as described
in Section 3.2 of this Agreement.
3.7 Customer represents that as of the date of this Agreement the Other
Software used for processing its business is listed in Exhibit D hereto.
Within 90 days of the execution of this Agreement, PMSC will identify which
of the Other Software licenses will be required to provide the Services
defined in this Agreement. Customer acknowledges that it is Customer's
responsibility to obtain authorization from the third party vendors for
PMSC to use such Other Software to process Customer's business hereunder,
and Customer shall be responsible for any charges or fees required by third
party vendors to allow such use by PMSC including charges for continuing
maintenance and use of the Other Software or discontinuing Customer's
license. PMSC agrees to notify the third party vendors of the requirement
for PMSC to use such Other Software and assist Customer in mitigating any
fees payable for such Other Software. PMSC shall have no responsibility to
third party vendors of the Other Software which is not used by PMSC to
provide the Services hereunder.
4. ADDITIONAL CUSTOMIZATION OR MODIFICATION OF THE SYSTEM
4.1 In the event Customer desires PMSC to accomplish Customization of a System
in addition to that provided for herein and in the Exhibits hereto or
Modification of a System, such Customization or Modification shall be
performed under the following conditions:
4.1.1 Customer shall furnish to PMSC written Instructions necessary to
fully describe the scope of the Customization or Modification
involved.
4.1.2 After receipt of such written instructions from Customer, PMSC
shall submit to Customer, in the form of a proposal, the written
description of the project, anticipated time schedules and
additional charges necessary to implement and subsequently
process such Customization or Modification for Customer.
4.1.3 After PMSC's receipt of Customer's written approval of PMSC's
proposal, PMSC shall perform such Customization or Modification
and Customer shall assist PMSC as necessary in the support of
accomplishing such Customization or Modification.
4.1.4 Customer promises and agrees to pay for such Customization and
Modification as set forth in PMSC's approved proposal plus all
reasonable travel, living and out-of-pocket expenses incurred by
PMSC's personnel in performing such services.
4.2 YEAR 2000 PROJECT: PMSC agrees to assume Customer's current project of
-----------------
migrating from the PMS System, versions 4 and 6, to the PMS System, version
7, to enable the Production System to make the date specific program code
produce accurate dates in the Year 2000 ("Year 2000 Project"). The Year
2000 Project will consist of the following:
4.2.1 PMSC will attempt to hire Customer's key technical people who
have designed and initiated the Year 2000 Project and,
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PSMC will assign such key employees as well as other required technical
and management personnel to work towards the successful completion of the
Year 2000 Project. Customer agrees to provide sufficient personnel at
Customer's expense necessary to ensure that the test matrix for System
Testing is developed and implemented in accordance with the time frames
set forth in the project plan and, Customer will assign additional
personnel as necessary to ensure such timely completion if it appears that
timely completion will slip outside of such time frames.
4.2.2 PMSC will be responsible for following and managing the project and
testing. PMSC will work with Customer to make changes or improvements to
the project plan as necessary as the project progresses.
4.2.3 PMSC and Customer will conduct bi-weekly conference calls to monitor the
progress of the Year 2000 Project. If the project appears to be outside of
the completion times frames, then PMSC and Customer will mutually agree
upon the appropriate actions to be taken to realign the progress of the
project within the stated times frames. This may include assigning
additional technical personnel to the Year 2000 Project and delaying all
other projects related to this Agreement to maximize the work effort for
timely completion of the Year 2000 Project. For the purposes of this
Agreement, the parties mutually agree that for timely completion of the
Year 2000 Project, it is critical that user and System Testing commence on
or before June 1 1998.
4.2.4 Customer acknowledges that it started the Year 2000 Project and designed
the project plan to govern the migration to a version of the Production
System that produces accurate dating, sorting, indexing, calculating and
processing in the year 2000, including leap years. Notwithstanding
anything to the contrary in this Article 4, Customer understands and
agrees that PMSC's liabilities for the Year 2000 Project are limited as
expressed in Articles 9 and 10 of this Agreement.
4.3 Customer promises and agrees to pay PMSC for all services performed and
resources used by PMSC in performing its obligations pursuant to this
Article 4 on a time and materials basis plus all reasonable travel. Living
and out-of pocket expenses incurred by PMSC's personnel in performing such
services.
5. TRADE, SECRET AND PROPRIETARY RIGHTS
5.1 Customer acknowledges that the System and all Enhancements thereto,
including new versions and Release of the System and the related
documentation, further including but not limited to all training and
procedural materials developed by PMSC in conjunction with the use of the
System by Customer and any additions, supplements, or Modifications to the
System (collectively referred to as "Materials") which may be developed
specifically for Customer through the reimbursed or unreimbursed efforts
of PMSC's employees, agents or the joint efforts of Customer and PMSC are
trade secrets and the exclusive property of PMSC. Customer hereby
transfers and assigns to PMSC any and all rights in and to any of the
Materials which Customer may have (except for the license rights)
including any copyrights thereto.
5.2 PMSC agrees that Customer shall have the right to use, in its own
operations, such training and procedural materials and such additions,
supplements, or Modifications to a System developed in conjunction with or
for Customer pursuant to this Agreement. In the event that this Agreement
is terminated, but Customer maintains in full force and effect a License
Agreement for the use of the said System. Customer shall have the right to
use any additions, supplements or Modifications to the System developed
for Customer pursuant hereto for so long as the said License Agreement
shall remain in effect.
5.3 Customer promises and agrees not to disclose or otherwise make System,
including but not limited to any additions, supplements, Customizations or
Modifications to the System, available to any person other than employees
of Customer required to have such knowledge for normal use of the System.
Customer agrees to obligate each such employee to a level of care
sufficient to protect the System, including but not limited to any
additions, supplements,
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Customizations or Modifications to the System, from unauthorized
disclosure. The obligations of Customer under this Section 5 shall continue
after this Agreement is terminated.
6. PRICE AND PAYMENT
6.1 In consideration of PMSC providing data processing and other related
services pursuant to this Agreement, Customer promises and agrees to pay
all the charges in the manner and method provided herein and as more
specifically set forth in the Exhibits during the term of this Agreement.
6.2 In addition, Customer agrees to pay all telecommunication line and
equipment charges and reasonable travel, living and out-of-pocket expenses
incurred by PMSC's personnel in performing the services to be provided and
pursuant to the Exhibits.
6.3 PMSC shall have the right at any time during the term hereof to increase
the charges relating to the communication line and equipment as set forth
herein and in the Exhibits by an amount equal to any increase which PMSC
may be require to pay to the supplier of such communication line during the
term of this Agreement.
6.4 Beginning January 1, 1999, the charges identified in Exhibit B shall be
increased that January 1 and each January 1 of the term, or any extensions
thereof, to PMSC's then current standard rates and charges, but in an event
shall the percentage of such increase exceed one-half (1/2) of the
percentage increase in the United States Consumer Price Index, published by
the United States Bureau of Labor Statistics, since the latter of the
effective date of this Agreement or the effective date of any price
increase to Customer by PMSC pursuant to the provisions of this paragraph.
6.5 In the event PMSC offers new Releases of a System in accordance with the
License Agreement by and between the parties and Customer elects to utilize
such new Release of such System in the processing of Customer's data, then
Customer shall be charged for the additional services required to implement
such new Release and for additional processing requirements relating to
said new Release at a rate to be agreed upon by PMSC and Customer. If
Customer elects not to utilize such an offered new Release and PMSC
provides additional services to maintain the Release of the System which
Customer is then currently utilizing, then within a reasonable period of
time following Customer's election not to utilize such new Release,
Customer shall reimburse PMSC for such additional services on a time and
materials basis.
6.6 All changes hereunder incurred on a time and materials basis shall be
computed and adjusted according to the provisions of Exhibit B.
6.7 All invoices hereunder are due upon presentation and payable in United
States dollars, PMSC agrees to mail invoices for each calendar month
during the term of this Agreement within the first ten business days of
the following calendar month. A late charge of 1.5% per month shall be due
and payable on any amount not received by PMSC within 30 days immediately
following Customer's receipt of PMSC's invoice.
6.8 Customer shall remain liable for all charges required under this Agreement
and any Exhibit which are unpaid as of the date of its termination.
7. TAXES
Customer agrees to pay all ????? and taxes that are now or may become applicable
to the Services rendered hereunder, the transmission of data and any
communication line provided by PMSC, or its use, lease, operation, control,
transportation or value pursuant to this Agreement, or are measured by payments
made under it, or are required to be collected by PMSC or paid by PMSC to tax
authorities. This provision includes but is not limited to sales, use, and
personal property taxes, or any other form of tax based on services performed
and the communication or storage of data, but does not include taxes based on
net income.
8. TERM AND TERMINATION
8.1 This Agreement shall commence upon the above written effective date and
shall remain in full force and effect continuously thereafter for 60 full
calendar months. Except as otherwise
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expressly provided herein and in the Exhibits, may extension of the term
hereof must be in writing and mutually agreed to by both PMSC and Customer.
8.1.1 Notwithstanding the above, upon at least 180 days prior written
notice, Customer may terminate this Agreement on the last day of the
36th or 48th calendar month.
8.2 Either party may terminate this Agreement upon breach by the other party of
any one or more of the terms and conditions of this Agreement or the
Exhibits. The party so failing shall be notified in writing by the other
party of the failure and, unless a satisfactory resolution has been agreed
upon in writing within 60 days of said written notification, the
nonbreaching party may terminate this Agreement.
8.3 In the event either party makes a general assignment for the benefit of
creditors or files a voluntary petition in bankruptcy or petitions for
reorganization or arrangement under the bankruptcy laws, or if a petition
in bankruptcy is filed against either party and remains undismissed for a
period of 30 days, or if a receiver or trustee is appointed for all or any
part of the property and assets of either party, the other party may
terminate the within Agreement.
8.4 Upon any termination or expiration of this Agreement, PMSC agrees to
provide support in transferring Customer's data and the Production System
to Customer's Authorized Location. Customer agrees to pay PMSC on a time
and materials basis for such assistance by PMSC in repatriating the
processing to Customer's Authorized Location.
9. WARRANTIES
9.1 PMSC and/or its subsidiary shall use reasonable care in processing
Customer's transactions and in performing related services as set forth in
this Agreement. PMSC and/or its subsidiary shall be responsible only to the
extent of (a) correcting at its expense any nonconformities between the
Production System and its documentation which are due to PMSC's machines,
operators, or programmers and (b) reprocessing at its expense data which
may be processed in error due to the sole fault of PMSC's machines,
operators or due to a nonconformity of the Production System to its
documentation.
9.2 Customer warrants and represents that the Other Software is year 2000
compliant, and will accurately search, index, compile and calculate dates
in the year 2000, including leap years. Other than damage amounts provided
for Customer under Section 10.3 hereof, Customer shall indemnify and hold
PMSC harmless from and against any loss, liability, claim or damage
incurred by PMSC or Customer arising or resulting from the (i) Year 2000
Project to be performed pursuant to this Agreement, (ii) Other Software,
and/or (iii) Customer's use or possession of any equipment supplied by
PMSC, Customer covenants to comply with all governmental laws, ordinances,
regulations and orders applicable to the installation, use, possession or
operation of any equipment or service supplied by PMSC hereunder.
9.3 Customer represents and warrants that the project plan for the migration to
Version 7 of the System and the Year 2000 Project is comprehensive and
capable of timely completion and, that as of the effective date hereof, the
migration and Year 2000 Project is on target for timely and successful
completion.
10. LIMITATION OF LIABILITY
10.1 EVEN IF ALL OTHER REMEDIES FAIL OF THEIR ESSENTIAL PURPOSES, PMSC SHALL
NEVER BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES SUCH AS,
BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR, PAYMENTS TO THIRD
PARTIES IN CONNECTION WITH, OR ARISING OUT OF THE SERVICES PROVIDED FOR IN
THIS AGREEMENT, EVEN IS PMSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THIS SECTION 10.1 WILL NOT BE CONSTRUED AS PRECLUDING RECOVERY BY
CUSTOMER OF ACTUAL DIRECT DAMAGES UNDER SECTION 10.3 BELOW.
10.2 THE PARTIES HERETO AGREE THAT THERE ARE NO UNDERSTANDINGS, AGREEMENTS,
REPRESENTATIONS OR
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WARRANTIES EXPRESS OR IMPLIED INCLUDING ANY REGARDING MERCHANTABILITY,
FITNESS OR FITNESS FOR A PARTICULAR PURPOSE NOT SPECIFIED HEREIN RESPECTING
THIS AGREEMENT, THE SERVICES OR THE EQUIPMENT DESCRIBED HEREIN OR IN ANY
EXHIBIT MADE A PART HEREOF, THIS AGREEMENT STATES THE ENTIRE OBLIGATION OF
PMSC IN CONNECTION WITH THIS TRANSACTION.
10.3 BOTH PARTIES ACKNOWLEDGE THAT (A) CUSTOMER DESIGNED THE PROJECT PLAN, (B)
CUSTOMER PERFORMED THE REQUIREMENTS STUDY RELIED UPON IN ITS DESIGN AND
PERFORMANCE OF THE YEAR 2000 PROJECT, AND PSMC IS ASSUMING THE
RESPONSIBILITY TO MANAGE AND PERFORM THE YEAR 2000 PROJECT WHICH WAS
STARTED UNDER CUSTOMER'S DIRECTION BASED UPON THE FOREGOING
ACKNOWLEDGEMENTS, CUSTOMER'S REPRESENTATIONS AND WARRANTIES IN SECTION 9.3,
AND THE PARTIES' ASSESSMENT OF THE RISKS INVOLVED WITH THE SERVICES AND
YEAR 2000 PROJECT, THE PARTIES HERETO AGREE TO LIMIT PMSC'S LIABILITIES
UNDER THIS AGREEMENT TO THE FOLLOWING:
10.3.1 EXCEPT FOR PMSC'S SEPARATE LIABILITY TO CUSTOMER FOR THE YEAR
2000 PROJECT, AS LIMITED IN SECTION 10.3.2 BELOW, AND EVEN IF THE
REMEDIES/WARRANTIES IN SECTION 9.1 ABOVE OR, ALL OTHER REMEDIES
ARE FOUND TO FAIL OF THEIR ESSENTIAL PURPOSES OR ARE FOUND
INSUFFICIENT, PMSC SHALL NEVER BE LIABLE TO CUSTOMER IN THE
AGGREGATE OVER THE TERM HEREOF IN EXCESS OF (I) THE LESSER OF THE
AMOUNT OF ACTUAL DIRECT DAMAGES AWARDED AGAINST PMSC, OR
$750,000.00, AND, (II) FOR PERFORMANCE LEVEL DEFICIENCIES, THE
LIQUIDATED DAMAGES AS SET FORTH IN EXHIBIT C HERETO; EXCEPT FOR
PMSC'S SEPARATE LIABILITY TO CUSTOMER FOR THE YEAR 2000 PROJECT,
AS LIMITED IN SECTION 10.3.2 BELOW, CUSTOMER SHALL ASSUME AND BE
RESPONSIBLE FOR ANY ADDITIONAL LIABILITIES OR DAMAGES IN EXCESS
OF SUCH $750,000.00.
10.3.2 PSMC AND CUSTOMER AGREE THAT NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, AND EVEN IF THE REMEDIES/WARRANTIES IN
SECTION 9.1 ABOVE OR, ALL OTHER REMEDIES ARE FOUND TO FAIL OF
THEIR ESSENTIAL PURPOSES OR ARE FOUND INSUFFICIENT, PMSC'S
LIABILITIES UNDER THIS AGREEMENT FOR THE RISKS ASSOCIATED WITH
UNTIMELY AND UNSUCCESSFUL COMPLETION OF THE YEAR 2000 PROJECT
SHALL NEVER EXCEED IN THE AGGREGATE OVER THE TERM HEREOF IN
EXCESS OF $1,000,000.00 AND, CUSTOMER ACKNOWLEDGES AND SHALL
ASSUME AND BE RESPONSIBLE FOR ANY ADDITIONAL LIABILITIES OR
DAMAGES IN EXCESS OF SUCH $1,000,000.00, INCLUDED IN THE
FOREGOING $1,000,000.00 LIMIT, PMSC AGREES TO PAY CUSTOMER
$10,000,00 LIQUIDATED DAMAGES FOR EACH DAY OR PARTIAL DAY THAT
THE MIGRATED SYSTEM IS NOT READY TO START SYSTEM TESTING AFTER
JUNE 15, 1998; ANY LIQUIDATED DAMAGES OWED TO CUSTOMER UNDER THIS
SECTION 10.3.2 SHALL COMMENSURATELY REDUCE THE AMOUNT OF THE
$1,000,000.00 LIMIT THAT PMSC SHALL BE LIABLE FOR UNDER THIS
SECTION 10.3.2.
11. FORCE MAJEURE
PMSC or its subsidiary shall not be liable or deemed to be in default for any
delay or failure in performance under this agreement or interruption of service
9 of 24
resulting , directly or indirectly, from acts of God, civil or military
authority, labor disputes, shortages of suitable parts, materials, labor or
transportation, or any similar cause beyond the reasonable control of PMSC.
12. GENERAL
12.1 Customer and PMSC warrant that while this Agreement is in effect, neither
will directly or indirectly induce any employee of the other to terminate
his or her employment; nor will either, without prior written consent of
the other, offer employment to any employee of the other, or to former
employees during the six (6) month period immediately following such
employee's termination.
12.2 All schedules that may be set forth directly or by reference anywhere in
this Agreement or the Exhibits are conditioned upon plans and
specifications agreed upon by the parties as of the date of execution of
this Agreement. Any subsequent modifications of said plans or
specifications shall entitle PMSC at its option to adjust and/or extend
such schedules in a reasonable manner.
12.3 All notices which are required to be given or submitted pursuant to this
Agreement shall be in writing and shall be either delivered in person or
sent by certified mail, return receipt requested, to the address set forth
herein or to such other address as the parties may from time to time
designate in writing for such purposes. Notices shall be deemed to have
been given at the time when personally delivered or, if mailed in a
certified post-paid envelope, upon the fifth day after the date such
notice shall be postmarked. All notices to PMSC shall be addressed to the
attention of the General Counsel.
12.4 Customer and PMSC covenant and promise not to disclose the terms and
conditions of this Agreement and any Exhibits hereto, to any third party,
except as required in the normal conduct of business or as expressly
agreed to by the other party hereto.
12.5 This Agreement and any Exhibits made a part hereof: (a) constitute the
entire agreement between the parties and supersede and merge any and all
prior discussions, representations, negotiations, correspondence, writings
and other agreements and together state the entire understanding and
agreement between PMSC and Customer with respect to data processing
services; (b) may be amended or modified only in writing agreed to and
signed by PMSC and Customer; and (c) shall be deemed to have been entered
into and executed in the State of South Carolina and shall be construed,
performed and enforced in all respects in accordance with the laws of that
State.
12.6 Neither party hereto shall be deemed to have waived any rights or remedies
accruing to it hereunder unless such waiver is in writing and signed by
such party. No delay or omission by either party hereto in exercising any
right shall operate as a waiver of said right on any future occasion. All
rights and remedies hereunder shall be cumulative and may be exercised
singularly or concurrently.
12.7 The descriptive headings of this Agreement are intended for reference only
and shall not affect the construction or interpretation of this Agreement.
12.8 Wherever the singular of any term is used herein it shall be deemed to
include the plural wherever the plural thereof may be applicable.
12.9 Whenever the phrase "business days" is used it shall mean Customer's
normally scheduled work days, Customer's holidays excepted.
12.10 Customer shall not assign this Agreement or any of its rights hereunder
without the prior written consent of PMSC.
12.11 If any provision of this Agreement or any Exhibit hereto or the
application thereof to any party or circumstances shall, to any extent,
now or hereafter be or become invalid or unenforceable, the remainder of
this Agreement shall not be affected thereby and every other provision of
this Agreement shall be valid and enforceable, to the fullest extent
permitted by law.
10 of 24
PMSC and Customer certify by their undersigned
authorized representatives that they have read this
Agreement, including all Exhibits and Schedules, and
agree to be bound by its terms and conditions.
PMSC
POLICY MANAGEMENT SYSTEMS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
(Authorized Signature)
(in non-black ink, please)
XXXXXXX X. XXXXXXXX
----------------------------------
(Name)
Executive Vice President
and General Counsel
----------------------------------
(Title)
1-29-98
----------------------------------
(Execution Date)
Originally signed by Xxxxxxx X. Xxxxxxxx
on 1/22/98
CUSTOMER
SHELBY INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
(Authorized Signature)
(in non-black ink, please)
XXXXX X. XXXXXXX
----------------------------------
(Name)
EXEC. VICE PRESIDENT
----------------------------------
(Title)
1/22/98
----------------------------------
(Execution Date)
11 of 24
EXHIBIT A
TO THE
AGREEMENT FOR DATA PROCESSING SERVICES
BETWEEN
POLICY MANAGEMENT SYSTEMS CORPORATION
AND
SHELBY INSURANCE COMPANY
1. SYSTEM:
1.1 SYSTEM: The Release and version of the Series II Systems set forth
below will be used to process transactions described in Section 2
below.
PMS 5.3, Version 4, Version 6 and Version 7
BCMS
CHS
AIS
2. TRANSACTION DESCRIPTION:
Customer's property and liability insurance, for personal and commercial
transactions will be initially processed hereunder using the indicated
Release and version of the System as modified pursuant to this Agreement.
PMSC shall process said transactions using the System identified under
Section 1 above only so long as the Customer maintains a license in full
force and effect, including MESA, for each aforementioned System.
12 of 24
EXHIBIT B
TO THE
AGREEMENT FOR DATA PROCESSING SERVICES
BETWEEN
POLICY MANAGEMENT SYSTEMS CORPORATION
AND
SHELBY INSURANCE COMPANY
PROCESSING CHARGES:
A. The Monthly Charges for processing Customer's transactions using the
Release and version of the System specified in Exhibit A, shall be payable
monthly and shall consist of the charges outlined below;
1. Commencing upon Customer's first use of the Production System for the
processing of Customer's live data following completion of the
Transition Services outlined in Section 2.1 of the Agreement, and
continuing thereafter throughout the remainder of the term of the
Agreement, Customer agrees to any PMSC a Monthly Processing Charge.
The processing services covered by the Monthly Processing Charges and
the other assigned tells and any additional related charges are
delineated on Schedule 1 to this Exhibit B. The Monthly Processing
Charge (as defined below in Table 1) shall be determined based upon
the direct written premium ("DWP") processed on the Production System
for that month times the applicable Percentage Factors, which are
sequentially applied. Notwithstanding the above, the Minimum Monthly
Processing Charge shall be $50,000.00. If Customer's parent
corporation, Vesta Fire Insurance Corporation ("Vesta") enters into a
data processing agreement with PMSC for processing Customer's and
Vesta's Insurance business, and migrates Customer's insurance business
from the Production System to the POINT computer software system
("POINT Software") licensed to Vesta by PMSC, then PMSC will reduce
the Minimum Monthly Processing Charge commensurate with the ramp-up of
the processing under the new processing agreement; provided that the
Minimum Monthly Processing Charge will not be reduced lower than what
is required to cover PMSC's expenses in performing its duties under
the Agreement.
TABLE 1
DIRECT WRITTEN PREMIUMS PERCENTAGE FACTORS
----------------------- ------------------
$0 - $100,000,000 0.86%
$100,000,001 - $165,000,000 0.83%
$165,000,001 - $212,000,000 0.77%
$212,000,001 - $275,000,000 0.76%
$275,000,001 - $359,000,000 0.73%
Greater than $359,000,000 0.70%
NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, PMSC AGREES
NOT TO INCREASE THE ABOVE PERCENTAGE FACTOR RATES PURSUANT TO SECTION
6.4 OF THE AGREEMENT FOR THE FIRST 36 MONTHS OF THE AGREEMENT.
2. Monthly communication lines charges (which shall be pass-through
commencing upon installation of such lines).
B. The Services described below shall be provided on a "time and materials"
basis. Charges for Services provided on a time and materials basis shall be
computed using the rates and charges set forth in Table 2 below:
13 of 24
EXHIBIT B (Cont.)
1. Test (i.e. non production) CICS for any Test Systems over and above the one
included in the Monthly Processing Charge.
2. All test cycles of any software for any Test Systems over and above the one
included in the Monthly Processing Charge.
3. Processing of Customer's business data other than according to the
processing schedule provided in subsection 2.4.2 of the Agreement.
4. Carry forward of Customer's Modifications in Customer's Systems.
5. Implementation, maintenance and processing of Other Software added after
the effective date of the Agreement.
6. Processing of Customer's Modifications added after the effective date of
the Agreement, except as otherwise expressly agreed.
7. Customizations and Modifications made by PMSC to the System.
8. Performing the Year 2000 Project.
9. Transition Services
TABLE 2
TIME AND MATERIALS RATES*
SERVICE RATE
------- ----
MVS CPU Priority-Minute (1) $90.00
MVS CPU Prime-Minute (1)(2) $18.00
MVS CPU CICS-Minute (1) $18.00
MVS CPU Other-Minute (1) $18.00
DB2 CPU Surcharge-Minute (1) $19.48
TSO Connect-Hour $ .04
Tape Mount $ 3.36
Tape EXCP - Per 1000 $ .06
Tape Storage - Retained $ .02
Tape Removed $30.00
Tape Returned $ 7.50
DASD EXCP - Per 1000 $ .21
DASD Storage - Per Megabyte $ .25
Local Page Print - Per Image $ .09
Remote Page Print - Per Image $.0044
Local Print - Per 1000 Lines $ 1.97
Remote Print - Per 1000 Lines $ .09
Local Microfiche - Per 1000 Lines $ .60
Charges for on-line Availability outside of Standard Availability
$200.00/Hour.
PERSONNEL RATES
---------------
14 of 24
EXHIBIT B (CONT.)
1. For the first 168 person-months of PMSC personnel services on the
Production System, Customer will pay PMSC $9,100.00 per person-month.
2. After the first 168 person-months of PMSC personnel services on the
Production System, and for personnel services on the POINT Software,
Customer will pay PMSC $11,500.00 per month. Customer commits to use a
minimum of 648 person-months of PMSC's personnel services on the
Production System or POINT Software within the first 36 calendar months
of the Agreement. If Customer does not use at least 648 person-months
of personnel services within such 36 calendar month period, then PMSC
will invoice Customer for the difference between 648 person-months and
the actual number of person-months used times $11,500.00. After
Customer uses the 648 person-months of personnel services, Customer
will pay PMSC $11,500.00 per person-month for services on the
Production System under this Agreement and $14,500.00 per person-month
for services on the POINT Software. The raises for the 168 person-month
commitment and the 648 person-month commitment above will not be
adjusted pursuant to Section 6.4 of the Agreement. However, the
$11,500.00 and $14,500.00 rates that apply to services after the 168
and 648 person-month commitments shall be adjusted pursuant to Section
6.4 of the Agreement.
3. Customer agrees to pay PMSC a bonus equal to 10% of the aggregate
Service Charges paid to PMSC by Customer associated with the migration
to the Version 7 of the Systems if the migrated Systems are ready to
enter production processing as the Production Systems on or before
October 1, 1998; however, the foregoing bonus will not exceed
$150,000.00. Such bonus shall be due and payable within 30 days of
Customer's receipt of an invoice therefor.
______________________________
/(1)/ Based on IBM 9021 - 9X2
/(2)/ 8:00 a.m to 5:00 p.m. Eastern Standard Time business days.
/(3)/ A Person Month shall equal 160 hours of personnel time and a partial
person-month shall be invoiced and payable on a pro-rata basis.
. AFTER THE FIRST 36 MONTHS OF THE AGREEMENT, AND UPON 30 DAYS PRIOR WRITTEN
NOTICE, PMSC MAY ADJUST THE NON-PERSONNEL RATES FOR THE SERVICES
IDENTIFIED IN THIS TABLE 2 TO ITS THEN CURRENT STANDARD RATES AND CHARGES
FOR THE SERVICES AND USE OF ITS EQUIPMENT.
15 of 24
SCHEDULE I
TO
EXHIBIT B
TO THE
AGREEMENT FOR DATA PROCESSING SERVICES
BETWEEN
POLICY MANAGEMENT SERVICES CORPORATION
AND
SHELBY INSURANCE CORPORATION
--------------------------------------------------------------------------------
RESPONSIBILITY GRID PRICING METHOD RESPONSIBILITY COMMENT
FUNCTION
--------------------------------------------------------------------------------
1. Dedicated PMSC account manager % of DWP PMSC
--------------------------------------------------------------------------------
2. Apply to PMSC base programs
TIBS, enhancements, regulatory % of DWP PMSC
and statutory changes when
available from PMSC development
--------------------------------------------------------------------------------
3. Correct production system non-
conformities on PMSC system % of DWP PMSC
--------------------------------------------------------------------------------
4. Provide on-line mainframe
computer access to customer % of DWP PMSC
employees during normal business
hours
--------------------------------------------------------------------------------
5. Provide schedule computer
operations to process policy % of DWP PMSC
transactions on PMSC and other
approved mainframe systems
--------------------------------------------------------------------------------
6. Provide data communications
management and planning % of DWP PMSC
--------------------------------------------------------------------------------
7. Provide mainframe security
management and maintenance % of DWP PMSC
--------------------------------------------------------------------------------
8. Provide mainframe data
management % of DWP PMSC
--------------------------------------------------------------------------------
9. Provide maintenance of mainframe
computer equipment and operating % of DWP PMSC
systems
--------------------------------------------------------------------------------
10. Plan for introduction of new
technology % of DWP PMSC
--------------------------------------------------------------------------------
16 of 24
--------------------------------------------------------------------------------
11. Payment of costs associated
with the transfer of a Direct cost of Customer
third party system software Customer
license from the Customer
data center to a PMSC
data center
--------------------------------------------------------------------------------
12. Report to statistical bureaus Contract services
Direct cost of Customer available through
Customer PMSC's Bureau
Services Area
--------------------------------------------------------------------------------
13. Provide scheduled computer
operations for test systems Time & PMSC/
in addition to those stated Materials Customer
in the Agreement
--------------------------------------------------------------------------------
14. PMSC expenses incurred No Charge - PMSC
exercising due diligence PMSC
Marketing
activity
--------------------------------------------------------------------------------
15. Conversions from one system
to another system Time & PMSC/
Materials Customer
--------------------------------------------------------------------------------
16. Interfaces from one system Existing
to another system Time & PMSC/ interfaces to be
Materials Customer convered in
Processing size
charge.
--------------------------------------------------------------------------------
17. Output to media other than Includes
paper Time & PMSC/ microfiche,
Materials Customer microfilm or
image.
--------------------------------------------------------------------------------
18. Provide scheduled computer
operations to process Time & PMSC
transactions on systems not Materials
approved for inclusion in the
processing size charge
--------------------------------------------------------------------------------
19. Implementation of new
application systems Time & PMSC/
Materials Customer
--------------------------------------------------------------------------------
20. Retrofit of old modifications
to new PMSC base programs Time & PMSC
Materials
--------------------------------------------------------------------------------
21. Production of reports not
output by systems as of Time & PMSC
contract date Materials
--------------------------------------------------------------------------------
22. Development activity related
to projects approved by Time & PMSC
Customer Materials
--------------------------------------------------------------------------------
23. Provide on-line mainframe
computer access to Customer Time & PMSC
employees outside of normally Materials
scheduled hours
--------------------------------------------------------------------------------
17 of 24
----------------------------------------------------------------------------------------------------------------
24. Move applications systems from
the Customer's data center to a Time & Materials PMSC/
PMSC data center Customer
----------------------------------------------------------------------------------------------------------------
25. Installation and recurring monthly Direct pass through Customer
charges for data communications
lines and equipment linking
PMSC and locations of Customer.
----------------------------------------------------------------------------------------------------------------
26. Operation and maintenance of
print facilities at locations of Direct cost of Customer
Customer Customer
----------------------------------------------------------------------------------------------------------------
27. Customer internal hardware
purchases Direct cost of Customer
Customer
----------------------------------------------------------------------------------------------------------------
28. Maintenance and operation of
hardware and software for Direct cost of Customer
personal computers and local area Customer
networks
----------------------------------------------------------------------------------------------------------------
29. Maintenance of wiring from local Direct cost of Customer
terminals at Customer locations to Customer
the terminal communications
controller device
----------------------------------------------------------------------------------------------------------------
30. Forms printing/assembly for
production processing Direct cost of Customer
Customer
----------------------------------------------------------------------------------------------------------------
31. Paper and preprinted forms stock
to support printer requirements Direct cost of Customer
Customer
----------------------------------------------------------------------------------------------------------------
32. Travel expenses of PMSC
employees Direct cost of Customer
Customer
----------------------------------------------------------------------------------------------------------------
33. License fees to PMSC for
application software Direct cost of Customer
Customer
----------------------------------------------------------------------------------------------------------------
34. Federal Express invoices for
deliveries of PMSC print, tapes, Direct cost of Customer
etc. Customer
----------------------------------------------------------------------------------------------------------------
18 of 24
Exhibit C
to the
Agreement For Data Processing Services
between
Policy Management Systems Corporation
and
Shelby Insurance Company
ON-LINE AVAILABILITY:
1. On-line access to the Production System data shall normally be available to
Customer 7:00 a.m. to 7:00 p.m. EST on business days ("Standard
Availability").
On-line access outside of the above period shall be at PMSC's standard
rates for such services as set forth in Table 2 of Exhibit B.
On-line access shall mean access to Customer's data via remote terminal at
Customer's site.
A. The following are the Performance Levels for the Services under this
Agreement.
(1) PRODUCTION CICS - RESPONSE
Performance Level: 5.0 seconds, 90% of all transactions as
measured from the network equipment
terminating the line at Customer's site on
the outgoing trip to the same network
equipment terminating the line at Customer's
site on the incoming trip during hours of
availability.
Correction Period: 4 weeks
Amount Withheld: $7,000.00/per month
(2) PRODUCTION CICS - AVAILABILITY
Performance Level: 95% as reported in PMSC's standard weekly
report of System Availability during the
normal business hours of 7:00 A.M. EST and
7:00 P.M. EST.
Correction Period: 4 weeks
Amount Withheld: $5,000.00/per month
(3) DAILY PRODUCTION CYCLES
Performance Level: 85% of cycles completed.
Correction Period: 4 weeks
Amount Withheld: $5,000.00/per month
19 of 24
(4) DAILY PRODUCTION CYCLE OUTPUT
Performance Level: Output of 85% cycles available to start printing
by 7:00 a.m. Eastern time of the next business
day.
Correction Period: 4 weeks
Amount Withheld: $5,000.00/per month
(5) MONTHLY PRODUCTION CYCLE
Performance Level: Cycle completed and output available to start
printing prior to 7:00 a.m. Eastern time of the
6th calendar day.
Correction Period: 30 days
Amount Withheld: $2,000.00/per month
B. In the event that PMSC's performance of the herein referenced Services fall
outside of the Performance Level for that Service set forth above, and such
Performance Level is not achieved during the Correction Period specified
for said service, Customer may withhold payment of amounts due PMSC under
this Agreement equal to the Amount Withheld stated for said service for
each partial month following the Correction Period that said Performance
Level is not achieved. Upon PMSC's achieving said Performance Level
Customer agrees to promptly resume paying PMSC all amounts accruing
hereunder; however, Customer may retain the amount withheld pursuant to
the terms of this Section without obligation thereafter to pay said amount
to PMSC.
C. In addition to the conditions stated above all of the following conditions
must be met prior to withholding any amounts:
(1) Customer shall have implemented and shall have been in compliance with
PMSC's guidelines concerning equipment and communication lines which
shall be developed to achieve that Performance Levels. The
Performance Levels will only apply to live production processing with
the Production System.
(2) Customer shall give written notice to PMSC's General Counsel with a
copy to the Senior Vice President responsible for the services under
this Agreement of any failure to meet the Performance Levels
specified in this Agreement.
(3) A designee of Customer and a designee of PMSC shall meet to review
perceived problems and set forth a corrective plan. Such meeting may
be by telephone.
(4) If a corrective plan cannot be agreed upon by both parties, then
Customer may withhold from the Monthly Processing Charge the amount
specified herein for the corresponding Performance Level subject to
the limitation set forth below.
(5) Performance Levels for "On-Line Response Time" and "On-Line
Availability" referenced hereinabove will be calculated on a rolling 4
week average. Response Time will be measured from the instant the data
exits the network equipment terminating the line at Customer's site on
the outgoing trip to the same network equipment terminating the line
at Customer's site on the incoming trip.
20 of 24
(6) Performance Levels for "Daily Cycles" and "Daily Output" will be
calculated on a rolling daily average over a 4 week period.
(7) Upon Customer's notification of service outside of the Performance
Level for "On-Line Response Time" or "On-Line Availability" the
rolling Performance Level average calculations in C.5 and C.6 above
shall be suspended with Performance Levels calculated and reviewed on
a daily average basis during the respective Correction Periods. When
performance returns to Performance Levels at or above those specified
herein, the Performance Levels in C.5 and C.6 shall thereafter be
calculated on the rolling average basis.
21 of 24
EXHIBIT D
to the
Agreement For Data Processing Services
between
Policy Management Systems Corporation
and
Shelby Insurance Company
SOFTWARE
VENDOR PRODUCT COMMENTS
Xxxxx & Xxxxxxx CMT Monitor
IBM CMOS software Schedule of software not
provided
IVANS Subscription
Chicago Soft MVS QuikRef
Computer Associates Enterprise Agreement-
Schedule of software not
provided
Intertest XA/ESA
Netman
Examine
Novell Unicenter
CA Optimizer
PMSC AIS
Version 7
Series III
BCMS
CHS
Compuware File/AbendAid
Document Systems Silver Plume
H&W Wizard Mail
22 of 24
Image Science DocuMerge
Intersolve Version Manager
Princeton Version Merger
SAS SAS License identified two
products-SAS Base &
SAS DB2
Insurance Ref Sys. Silver Plume
Sterling Software Comparex
Pitney Xxxxx Maxi Finalist Bar Code
Unitech U/ACR Batch Balancing
Mainware HourGlass 2000
Xxxxxx Consultants MXG Software
MicroFocus MicroFocus COBOL
Xerox XPAF License
Technologic Software Comet
Mobius Management Systems Mobius License indicates two
products- Infopak and
Documerger
Kodak Imaglink
Xactware Xactimate
23 of 24
EXHIBIT E
to the
Agreement For Data Processing Services
between
Policy Management Systems Corporation
and
Shelby Insurance Company
SHELBY EMPLOYEES
1. Xxxxxxxxxx, Xxxxxxx X.
2. Xxxx, Xxxxxxx X.
3. XxxXxxxxxx, J. Xxxx
4. Xxxxx, Xxxxxxxxx X.
5. Xxxxxx, Xxxxxxx X.
6. Xxxx, Xxxx X.
7. Dodge, Xxxxxxxxx X.
8. Xxxxx, Xxxxx X.
9. Alt, Xxxxxx X.
10. Xxx, Xxxxxx X.
11. XxXxxxxxx, Xxxxx X.
12. Xxxxx, Xxxxxxx X.
13. Paurrier, Xxxxxx X.
14. Xxxxx, Xxxxxxxxx X.
15. Xxxxxxx, Xxxxxxxxx
16. Xxxxxxx, Xxxxx X.
17. Xxxxxx, Xxxxx X.
18. Xxxx, Xxxxx X.
19. Xxxxxx, Xxxxx X.
20. Xxxxxxx, Xxxxxxx
21. Xxxxxxx, Xxxx X.
22. Xxxxxx, Xxxxx X.
23. Xxxxxxx, Xxxxxx X.
24. Xxxxxx, Xxxxxxxxx
25. Xxxxxx, Xxxxxx X.
26. Xxxxxxx, Xxxxxx
27. Xxxxxxxx, Xxxxx X.
28. Xxxxx, Xxxxxxxx X.
29. Xxxxxx, Xxxxx X.
30. Xxxxxx, Xxxx X.
31. Xxxxxxxxx, Xxxxxx X.
24 of 24
