SIXTH AMENDMENT
Exhibit 10.56
EXECUTION VERSION
SIXTH AMENDMENT
This Sixth Amendment (the “Sixth Amendment”) amends that certain First Amended and Restated Master Services Agreement and the related First Amended and Restated Transaction Document No. 1, both dated November 1, 2010 and subsequently amended, by and between ServiceMaster Consumer Services Limited Partnership and International Business Machines Corporation.
1. Defined Terms
Unless otherwise defined herein, capitalized terms continue to have the meanings set forth in the Master Agreement or Transaction Document No. 1, as applicable.
2. Effective Date
This amendment shall be effective as of the last date executed by the Parties as shown below. Except as expressly modified below, the terms and conditions of both the First Amended and Restated Master Services Agreement and its First Amended and Restated Transaction Document No. 1, as subsequently amended, remain in full force and effect.
3. Amendment
As an express deviation from the Master Agreement in accordance with Sections 1.2(d) and 17.2 of the Master Agreement, the Parties hereby agree to amend the Master Agreement and Transaction Document No. 1 as follows:
(a) The first sentence of Section 2.2 of the Master Agreement is hereby deleted in its entirety and shall be replaced with the following sentence:
“Customer may request and Service Provider shall provide the Termination Assistance Services in accordance with Section 12.4 for up to thirty-six (36) months for the Application Development and Maintenance Services described in Part E of Schedule B-1 to Transaction Document No. 1 and in Schedule B to Transaction Document No. 2 and for up to twenty-four (24) months for all other Services (the “Termination Assistance Period”), upon Customer’s written notice.”
(b) The second sentence of Section 9.1 of the Master Agreement is hereby deleted in its entirety and shall be replaced with the following sentence:
“Customer shall have the right to retain Third Party vendors to perform any service, function, responsibility, activity or task whether or not it is within the scope of the Services or would constitute an Additional Service or New Service, or to perform any such services, functions, responsibilities or tasks (whether all or a part of the Services or the New Services) internally.”
(c) Section 12.1(e) of the Master Agreement is hereby deleted in its entirety and shall be replaced with the following:
“For convenience with respect to any part of the Services upon sixty (60) days written notice of the effective date of such termination, by Customer to Service Provider;”
(d) The last paragraph of Section 12.1 of the Master Agreement, which is located after Section 12.1(l), is hereby deleted in its entirety and shall be replaced with the following:
“In the event of any termination, Customer’s notice to Service Provider shall specify a termination date no less than sixty (60) days after the date of the notice, and, upon the cessation of the Services, the Charges for the portion of the Services so terminated shall be removed from the “Charges” Schedule to the Transaction Document or adjusted in accordance with the Sixth Amendment and any other terms shall be equitably adjusted to reflect the termination of such portion of the Services.”
(e) Section 12.3(a) of the Master Agreement is hereby deleted in its entirety and shall be replaced with the following:
“In the event of a termination of Transaction Document No. 2 pursuant to Sections 12.1(e) or 12.2, Customer shall pay Service Provider the applicable amounts, if any, specified in the “Termination for Convenience” Schedule to Transaction Document No. 2.”
(f) Section 12.5(c) of the Master Agreement is hereby deleted in its entirety and shall be replaced with the following:
“Any time after January 1, 2012, the Customer Group or its designee shall have the right to make offers of employment to any or all Service Provider employees performing Services hereunder or under such Transaction Document. With the prior consent of each Service Provider employee (each of whom Service Provider will notify of Customer’s interest) and subject to the agreement of Service Provider employee(s), Service Provider agrees to promptly supply Customer with the names of such employees when requested by Customer for the purpose of exercising its rights under this Section 12.5, at no charge. Subject to applicable Law, Customer’s rights under this Section 12.5 will take precedence over any Service Provider/employee employment contract or covenant that may otherwise limit an employee’s right to accept employment with the Customer Group.”
(g) The definitions of the terms in Sections A.54, A.95, A.166, A.176, and A.184 of Schedule A to Transaction Document No. 1 are hereby deleted in their entirety and replaced with the following:
“equals zero.”
(h) Section 2.4(a) of Schedule E-1 to Transaction Document No. 1 is hereby deleted in its entirety and shall be replaced with the following:
“(i) As of the Effective Date, the Resource Units, Resource Baselines, Dead Bands, ARC/RRC Rates and ARC/RRC Measurement Periods for each of the Towers are as set forth in Schedules E-3 and E-7, as applicable. The Resource Baselines are monthly amounts for Resource Units that are measured on a monthly basis, unless otherwise agreed.
(ii) Beginning on February 1, 2012, Customer may elect to eliminate its consumption of the Services associated with any Resource Unit at any time; provided, that Customer shall provide Service Provider at least 60 days advance written notice of its intention to do so, which notice shall include Customer’s expected transition schedule for the Services and any Additional Services required of IBM. In such case: (A) on an individual Resource Unit basis, once Customer’s actual consumption of a Resource Unit is equal to or less than the amount specified in Attachment 1 to the Sixth Amendment in the column headed “50% of Base Volume” for such Resource Unit as of February 1, 2012, then in the following month, the respective Resource Baseline and Base Charge shall each automatically be reduced to the amounts specified in the columns headed “50% of Base Volume” and “50% of Base Fee” for such Resource Unit, respectively and (B) once Customer’s actual Resource Unit consumption for all Resource Units associated with a Tower (as identified in Attachment 1 to the Sixth Amendment) is zero, the remaining Base Charges and Resource Baselines for the Resource Units associated with such Tower shall each automatically be reduced to zero and the Base Charge for “Development/Application Maintenance/PMO Core Team” shall automatically be increased by an amount equal to the amounts specified in Attachment 1 to the Sixth Amendment in the column headed “Fixed Fee Floor” for each such Resource Unit in the applicable Tower. The Parties will document the transition and elimination of such Services pursuant to appropriate Change Orders.
(iii) Beginning on February 1, 2012, Customer may elect to eliminate its consumption of the Application Maintenance Services and the Application Development Services at any time. In such a case, Customer shall update its rolling 90-day forecasts required in accordance with Schedule E-7 on a monthly basis to reflect Customer’s reduced consumption plan, then in the following month, the respective Resource Baseline shall each automatically be reduced to the amounts specified in such reduced consumption forecast and the Base Charge shall be calculated using such reduced Resource Baseline.
(iv) Once Customer’s actual consumption of the “Development/Application Maintenance/PMO Core Team” is equal to or less than 10,000 hours, then in the following month, the Base Charge for “Development/Application Maintenance/PMO Core Team” shall automatically be reduced by $35,306. Once Customer’s actual consumption of the “Development/Application Maintenance/PMO Core
Team” is equal to zero, the Base Charge for “Development/Application Maintenance/PMO Core Team” shall automatically be reduced to zero.”
(i) Sections 3.1, 3.2, and 3.3 of Schedule E-1 to Transaction Document No. 1 are hereby deleted in their entirety.
(j) Section 8 of Schedule E-1 to Transaction Document No. 1 is hereby deleted in its entirety and shall be replaced with the following:
“(a) In the event Customer gives Service Provider actual written notice of termination of the TruGreen LawnCare Branch LPAR Rapid Recovery Services effective prior to December 31, 2015, then Customer shall pay the fee set forth in Attachment 2 to the Sixth Amendment for the contract month corresponding with the effectiveness of such termination, unless otherwise agreed by the Parties.
(b) In the event Customer gives Service Provider actual written notice of termination for convenience of the ADM Services effective prior to September 30, 2013, then Customer shall pay the fee set forth in Attachment 3 to the Sixth Amendment for the contract month corresponding with the effectiveness of such termination. Notwithstanding the previous sentence, neither reductions in the ADM Services consumed by Customer that occur as result of the “bid out” process referred to in Schedule F-5-7 nor Customer’s reduction of its ADM Services consumption to zero shall constitute a termination of the ADM Services and no such fee shall be payable in either circumstance.”
(k) Schedule E-9 to Transaction Document No. 1 is hereby deleted in its entirety, along with references to such schedule in the tables of schedules contained in Transaction Document No. 1 and Exhibit 2 to the Master Agreement.
(l) Section 2.6(a) of Schedule N to Transaction Document No. 1 is hereby deleted in its entirety and shall be replaced with the following:
“Deliver to Customer or a Successor Service Provider, as in existence as of Customer’s request: (i) the current Policies and Process Interface Manuals,(ii) all applicable documentation regarding processes and procedures used to provide the Services, including all passwords and access codes, and (iii) the original knowledge transfer documentation provided by Customer to Service Provider in 2009;”
[Signatures follow on the next page.]
IN WITNESS WHEREOF, the Parties have caused this Sixth Amendment to be duly executed by their authorized representatives as of the dates set forth below.
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ServiceMaster Consumer Services Limited Partnership
By ServiceMaster Consumer Services, Inc., its General Partner |
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International Business Machines Corporation | ||
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By: |
/s/ Xxxxx Xxxxxxxxx |
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By: |
/s/ Xxxxxxx Fomoso |
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Authorized signature |
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Authorized signature | ||
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Name: Xxxxx Xxxxxxxxx |
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Name: Xxxxxxx Xxxxxxx | ||
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Title: Senior Vice President, Chief Information Officer |
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Title: Project Executive | ||
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Date: March 27, 2012 |
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Date: March 27, 20112 | ||
SIXTH AMENDMENT
ATTACHMENT 1
This is Attachment 1 to the Sixth Amendment dated March 27, 2012 by and between ServiceMaster Consumer Services Limited Partnership and International Business Machines Corporation. Unless otherwise defined herein, capitalized terms have the meanings set forth in the Master Agreement or Transaction Document No. 1, as applicable.
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Tower |
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Area |
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RU |
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RU Name |
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Base Fee |
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Base |
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ARC / RRC |
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Fixed Fee |
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50% of |
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50% of |
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Fixed Fee |
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Server Support |
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Unix |
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Y |
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Unix |
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$ |
17,035 |
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49 |
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$ |
296 |
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$ |
2,555 |
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25 |
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$ |
8,518 |
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$ |
1,278 |
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Intel/AD |
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Y |
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Intel |
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$ |
283,668 |
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901 |
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$ |
298 |
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$ |
15,333 |
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451 |
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$ |
141,834 |
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$ |
7,667 |
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AS400 |
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Y |
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AS400 |
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$ |
90,986 |
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231 |
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$ |
335 |
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$ |
13,648 |
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116 |
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$ |
45,493 |
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$ |
6,824 |
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DBA |
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Y |
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Database Instances |
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$ |
26,497 |
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96 |
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$ |
193 |
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$ |
7,949 |
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48 |
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$ |
13,248 |
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$ |
3,974 |
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Citrix Support |
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N |
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Storage |
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Y |
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Allocated TBs |
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$ |
91,380 |
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305 |
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$ |
254 |
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$ |
13,707 |
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153 |
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$ |
45,690 |
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$ |
6,853 |
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Middleware |
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N |
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CNC/JDE |
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N |
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Groupware (SCCM,SCOM,etc) |
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N |
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Y |
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Email IDs |
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$ |
21,403 |
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14,223 |
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$ |
1 |
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$ |
2,140 |
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7,112 |
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$ |
10,701 |
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$ |
1,070 |
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Blackberry |
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Y |
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Blackberry IDs |
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$ |
3,754 |
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915 |
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$ |
4 |
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$ |
375 |
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458 |
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$ |
1,877 |
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$ |
188 |
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Data Center Operations |
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Server Operations & Backups |
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N |
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Monitoring Software (Ops) |
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N |
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Job Monitoring (Production Control) |
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N |
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End User Support |
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$ |
(25,893 |
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N/A |
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N/A |
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$ |
(25,893 |
) |
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$ |
(34,940 |
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Service Desk |
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Y |
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PCs & Thin Clients |
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$ |
275,480 |
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18,630 |
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$ |
13 |
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$ |
27,548 |
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9,315 |
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$ |
137,740 |
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$ |
13,774 |
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Desk Side Support (PCs,Thins, MFPs) |
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Y |
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PCs,Thin Clients, & MFPs |
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$ |
171,867 |
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23,148 |
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Various |
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$ |
22,606 |
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11,574 |
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$ |
85,933 |
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$ |
11,303 |
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Remote Support (CTS) |
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N |
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IMAC Coordination |
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N |
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IMACs |
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Y |
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IMACs |
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$ |
30,910 |
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300 |
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$ |
88 |
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$ |
4,637 |
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150 |
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$ |
15,455 |
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$ |
2,318 |
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Cross Functional / Other |
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Problem & Change Mgt |
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N |
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Asset Mgt |
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Y |
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Asset Management |
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$ |
338 |
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N/A |
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N/A |
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$ |
338 |
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N/A |
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$ |
169 |
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$ |
169 |
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Security |
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N |
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Disaster Recovery |
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N |
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Order Procurement |
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N |
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Remedy Support |
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N |
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SLA reporting |
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N |
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Performance & Capacity |
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N |
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ID Administration |
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N |
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ID Administration |
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$ |
4,598 |
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N/A |
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N/A |
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$ |
4,598 |
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N/A |
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$ |
2,299 |
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$ |
2,299 |
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Project Mgt |
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Y |
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Infrastructure Project Hours |
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$ |
141,287 |
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1,494 |
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$ |
85 |
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$ |
14,939 |
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$ |
747 |
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$ |
70,644 |
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$ |
7,470 |
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Network & Telecom |
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IMAC’s |
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Y |
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Hard IMACs |
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$ |
— |
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— |
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N/A |
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— |
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$ |
— |
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$ |
— |
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Network & Telecom Operations |
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Y |
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Routers, Switches, WAP |
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$ |
69,511 |
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801 |
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Various |
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$ |
18,253 |
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400 |
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$ |
34,755 |
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$ |
9,127 |
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Network Engineering |
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Y |
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Routers, Switches, WAP |
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$ |
69,511 |
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801 |
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Various |
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$ |
18,253 |
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$ |
34,755 |
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$ |
9,127 |
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Firewalls,VPN, AP’s & DNS |
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Y |
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WAN Devices |
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$ |
5,265 |
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53 |
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$ |
77 |
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$ |
1,178 |
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27 |
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$ |
2,632 |
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$ |
589 |
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Telecommunications Administration |
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N |
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Premise Voice Systems (Cisco & Avaya) |
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Y |
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ACD Agents, Voicemail Boxes, PBX Ports, IP Telephony Ports |
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$ |
143,575 |
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25,701 |
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Various |
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$ |
43,042 |
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12,851 |
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$ |
71,787 |
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$ |
21,521 |
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Telecom Expense Management (TEM) |
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N |
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Telecom Expense Management |
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$ |
53,970 |
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N/A |
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N/A |
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$ |
53,970 |
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N/A |
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N/A |
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N/A |
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Audio and Video Conferencing |
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N |
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Circuit and Transport Technology |
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N |
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Branch Support / Dispatch |
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N |
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Totals |
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$ |
1,475,140 |
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$ |
239,177 |
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$ |
723,531 |
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$ |
70,611 |
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Subtotals by Tower |
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Server Support |
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$ |
534,722 |
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$ |
55,708 |
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$ |
267,361 |
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$ |
27,854 |
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Data Center Operations |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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End User Support |
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$ |
452,364 |
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$ |
28,897 |
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$ |
239,128 |
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$ |
(7,544 |
) |
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Cross Functional |
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$ |
146,223 |
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$ |
19,875 |
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$ |
73,112 |
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$ |
9,938 |
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Network & Telecom |
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$ |
341,831 |
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$ |
134,697 |
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$ |
143,931 |
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$ |
(40,363 |
) |
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Totals |
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$ |
1,475,140 |
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$ |
239,177 |
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$ |
723,531 |
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$ |
70,611 |
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SIXTH AMENDMENT
ATTACHMENT 2 - DR TERMINATION FEE
This is Attachment 2 to the Sixth Amendment dated March 27, 2012 by and between ServiceMaster Consumer Services Limited Partnership and International Business Machines Corporation. Unless otherwise defined herein, capitalized terms have the meanings set forth in the Master Agreement or Transaction Document No. 1, as applicable.
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TruGreen LawnCare |
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TruGreen LawnCare |
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Jan-12 |
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Month 37 |
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$ |
767,621 |
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Jan-14 |
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Month 61 |
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$ |
389,363 |
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Feb-12 |
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Month 38 |
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$ |
752,042 |
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Feb-14 |
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Month 62 |
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$ |
373,385 |
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Mar-12 |
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Month 39 |
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$ |
736,448 |
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Mar-14 |
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Month 63 |
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$ |
357,387 |
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Apr-12 |
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Month 40 |
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$ |
720,840 |
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Apr-14 |
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Month 64 |
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$ |
341,369 |
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May-12 |
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Month 41 |
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$ |
705,218 |
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May-14 |
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Month 65 |
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$ |
325,331 |
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Jun-12 |
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Month 42 |
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$ |
689,580 |
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Jun-14 |
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Month 66 |
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$ |
309,273 |
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Jul-12 |
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Month 43 |
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$ |
673,927 |
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Jul-14 |
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Month 67 |
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$ |
293,195 |
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Aug-12 |
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Month 44 |
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$ |
658,259 |
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Aug-14 |
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Month 68 |
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$ |
277,096 |
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Sep-12 |
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Month 45 |
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$ |
642,575 |
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Sep-14 |
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Month 69 |
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$ |
260,977 |
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Oct-12 |
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Month 46 |
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$ |
626,876 |
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Oct-14 |
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Month 70 |
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$ |
244,836 |
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Nov-12 |
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Month 47 |
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$ |
611,161 |
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Nov-14 |
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Month 71 |
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$ |
228,674 |
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Dec-12 |
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Month 48 |
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$ |
595,429 |
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Dec-14 |
|
Month 72 |
|
$ |
212,490 |
|
|
Jan-13 |
|
Month 49 |
|
$ |
579,682 |
|
Jan-15 |
|
Month 73 |
|
$ |
196,284 |
|
|
Feb-13 |
|
Month 50 |
|
$ |
563,918 |
|
Feb-15 |
|
Month 74 |
|
$ |
180,056 |
|
|
Mar-13 |
|
Month 51 |
|
$ |
548,137 |
|
Mar-15 |
|
Month 75 |
|
$ |
163,806 |
|
|
Apr-13 |
|
Month 52 |
|
$ |
532,339 |
|
Apr-15 |
|
Month 76 |
|
$ |
147,532 |
|
|
May-13 |
|
Month 53 |
|
$ |
516,524 |
|
May-15 |
|
Month 77 |
|
$ |
131,236 |
|
|
Jun-13 |
|
Month 54 |
|
$ |
500,692 |
|
Jun-15 |
|
Month 78 |
|
$ |
114,916 |
|
|
Jul-13 |
|
Month 55 |
|
$ |
484,842 |
|
Jul-15 |
|
Month 79 |
|
$ |
98,573 |
|
|
Aug-13 |
|
Month 56 |
|
$ |
468,975 |
|
Aug-15 |
|
Month 80 |
|
$ |
82,206 |
|
|
Sep-13 |
|
Month 57 |
|
$ |
453,090 |
|
Sep-15 |
|
Month 81 |
|
$ |
65,814 |
|
|
Oct-13 |
|
Month 58 |
|
$ |
437,186 |
|
Oct-15 |
|
Month 82 |
|
$ |
49,398 |
|
|
Nov-13 |
|
Month 59 |
|
$ |
421,264 |
|
Nov-15 |
|
Month 83 |
|
$ |
32,958 |
|
|
Dec-13 |
|
Month 60 |
|
$ |
405,323 |
|
Dec-15 |
|
Month 84 |
|
$ |
16,491 |
|
SIXTH AMENDMENT
ATTACHMENT 3 - ADM TERMINATION FEE
This is Attachment 3 to the Sixth Amendment dated March 27, 2012 by and between ServiceMaster Consumer Services Limited Partnership and International Business Machines Corporation. Unless otherwise defined herein, capitalized terms have the meanings set forth in the Master Agreement or Transaction Document No. 1, as applicable.
|
|
|
|
|
ADM Termination Fee |
| |
|
Mar-12 |
|
Month 39 |
|
$ |
1,196,690 |
|
|
Apr-12 |
|
Month 40 |
|
$ |
1,176,029 |
|
|
May-12 |
|
Month 41 |
|
$ |
1,155,368 |
|
|
Jun-12 |
|
Month 42 |
|
$ |
1,134,707 |
|
|
Jul-12 |
|
Month 43 |
|
$ |
1,114,046 |
|
|
Aug-12 |
|
Month 44 |
|
$ |
1,093,385 |
|
|
Sep-12 |
|
Month 45 |
|
$ |
1,072,724 |
|
|
Oct-12 |
|
Month 46 |
|
$ |
1,052,063 |
|
|
Nov-12 |
|
Month 47 |
|
$ |
1,031,402 |
|
|
Dec-12 |
|
Month 48 |
|
$ |
1,010,741 |
|
|
Jan-13 |
|
Month 49 |
|
$ |
990,081 |
|
|
Feb-13 |
|
Month 50 |
|
$ |
966,321 |
|
|
Mar-13 |
|
Month 51 |
|
$ |
942,560 |
|
|
Apr-13 |
|
Month 52 |
|
$ |
918,800 |
|
|
May-13 |
|
Month 53 |
|
$ |
895,040 |
|
|
Jun-13 |
|
Month 54 |
|
$ |
871,280 |
|
|
Jul-13 |
|
Month 55 |
|
$ |
847,520 |
|
|
Aug-13 |
|
Month 56 |
|
$ |
823,760 |
|
|
Sep-13 |
|
Month 57 |
|
$ |
800,000 |
|
|
thereafter |
|
|
|
$ |
0.0 |
|
