1
EXHIBIT 10.27
Schedule 6
to
Professional Service Agreement No. 6346
by and between
Aetna Life Insurance Company
and
IBS Interactive, Inc.
This Agreement is entered into this 15th day of November, 2000 by
and between Aetna Life Insurance Company. 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx,
XX (Hereinafter "Aetna") and IBS Interactive, Inc. 0 Xxxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxx Xxxxxx, XX 00000 (Hereinafter "IBS").
WHEREAS, Aetna and IBS have entered into Professional Service Agreement No
6346 (Hereinafter "PSA") dated October 23, 1997;
WHEREAS, under the terms of the PSA, each work assignment to be performed
by IBS is to be stated in a Schedule incorporated into said PSA;
WHEREAS, Aetna now wishes to obtain the services of IBS as more fully
delineated below;
NOW THEREFORE, Aetna and IBS hereby enter into the agreement set forth in
this Schedule 6 which shall be considered to be an "Assignment" as that
term is used in the PSA referred to above.
1. Definitions:
Expenses The hourly rates quoted in this agreement are inclusive of
all usual and ordinary expenses incurred. Aetna shall not be
responsible for any expenses incurred by IBS in the course of this
agreement, unless said expenses have been specifically approved by
Aetna in advance and in writing.
Travel Expenses: When travel expenses are billable under this
Agreement, Travel Expenses shall be defined as the actual, reasonable,
necessary and verifiable pre-approved transportation Expenses,
including airfare, reasonably incurred by IBS to travel to the
locations where services are to be provided, as further defined in
this agreement. When IBS is authorized to incur such expenses, IBS
shall make all reasonable efforts to incur travel Expenses at the
lowest cost available at the time of travel. IBS shall make all
reasonable efforts to make travel arrangements far enough in advance to
take advantage of any advanced reservation discounts offered by any
airline or other provider of transportation services.
Hourly Rate: The hourly rates quoted in this Schedule shall not apply
to any time spent by IBS personnel traveling to or from the site of
their respective work assignments.
2. Incorporation of Prior Agreements: The terms and conditions of PSA No.
6346 are incorporated herein by reference. To the extent of any
inconsistency between the terms and conditions of this Schedule 6 and the
PSA, or any previously executed schedule to the PSA, the terms of this
Schedule 6 shall control.
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3. Job Description: Except for Level I Technicians, all other IBS Technicians
will possess a strong working knowledge of installation and configuration
of the Windows 95 and NT 4.0 operating systems and Applications. Their
knowledge will include specifics of configuring Network Settings in the
Control Panel for the TCP/IP network protocol and computer identification.
Their understanding of networks will allow them to easily install network
printers and resolve problems with LAN connectivity. Technicians will also
have a strong knowledge of Microsoft Exchange clients and Schedule + to
include the specific data files used by exchange (*.pab and. *.pst) and
the establishment of exchange profiles.
Technicians will understand user data and how it is stored on Aetna
machines (local drives vs. network drives). They will be familiar with the
various file extensions used so that they can properly perform data
back-ups. Technicians will have hardware setup and troubleshooting skills.
The troubleshooting skills shall include, but not be limited to, the
adding of network and sound cards, memory and hard drives. Technicians
will have an understanding of the technical Aetna environment. This
includes the naming conventions used, the different types of servers, and
the locations of these servers,
Technicians will have knowledge of the different server software used
(Microsoft NT, 2000). Their understanding will extend to knowledge of
which server controls printing and which servers are used for login.
4. Performance:
a. IBS shall perform services as mutually agreed upon and described in
the attached Schedule(s) and Exhibit(s). IBS warrants that the
services to be provided under this Agreement shall be performed by
qualified personnel in a professional manner conforming to generally
accepted industry standards and practices.
b. The Project Manager, if any, assigned to this project shall be
approved by Aetna.
c. The IBS Project Manager shall report all problems and issues to
Xxxxxxx Xxxxx within 24 hours of their discovery.
d. Performance Credit. In the event that IBS fails to meet any of the
deadlines as it relates to the return of old devices pursuant to the
attached Schedule(s) and Exhibit(s), IBS shall pay to Aetna the
applicable penalty charge for each Lease Return device (hereinafter
referred to as "Performance Credits"). The Performance Credits represent
penalty charges that may be imposed by the leasing company to Aetna for
each Lease Return device that is not returned pursuant to the lease
schedule. Notwithstanding the foregoing, IBS shall not be liable by
reason of any failure or delay in the performance of its obligations due
to force majeure event more specially defined in Section 13.12 of the
Agreement. The party claiming such force majeure event shall give timely
written notice to the other party and shall use due diligence to
mitigate the situation. Such force majeure shall not relieve the
nonperforming party of liability in the event of its concurrent
negligence, in the event of its failure to use due diligence to remove
the cause of the force majeure in an adequate manner and with all
reasonable dispatch or in the event such default or delay could have
been prevented by reasonable precautions or could have been circumvented
by the nonperforming party through the use of alternate sources, work
around plans or other means.
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Term: The effective date of this agreement shall be January 1, 2001 and continue
in effect through December 31, 2001. The foregoing notwithstanding, Aetna may
terminate this Schedule, any part hereof, or any assignment hereunder, upon
seven (7) days prior written notice to IBS, without giving any reason therefore.
Upon termination of this schedule or any portion hereof Aetna shall only be
liable for the services provided by IBS through the effective date of the
termination.
6.Personnel: IBS shall assign on a full time basis (forty hour per week) the
personnel designated below who shall be available to perform the duties defined
in paragraph 3, above. IBS represents that the personnel assigned shall be fully
qualified to perform all of the functions required of the assignment. If, for
any reason, including any action taken by Aetna, the IBS personnel assigned to
this project shall become unavailable, IBS shall replace said unavailable person
with a fully qualified replacement within five (5) business days. IBS shall
assume all costs related to the training of its personnel and shall assume all
costs of transporting said personnel to the location where the job is to be
performed in connection with said training. IBS shall make all reasonable
efforts to advise Aetna at least two (2) weeks in advance of any change in the
personnel assigned to the Aetna account.
Level I Technicians, when requested by Aetna, shall have the skills
defined in Section 3 of this Schedule, without having direct working
knowledge of the Aetna computing environment or Aetna's naming
conventions. Level I Technicians will continue in this classification
until Aetna acknowledges a Level I Technician's skills qualify for
reclassification as a Level II Technician.
IBS personnel who were referenced as Technicians on prior Schedules are
now referenced as Level II Technicians.
Level III Technician classification is for IBS personnel who have mastered
the skills defined in Section 3 of this Schedule, and are deemed by Aetna
to qualify for Level III Technician status. Level III Technicians' skills
include comprehensive knowledge of Aetna policies and procedures which can
be utilized in the areas of workflow management, planning, and team
leadership.
In addition to the personnel listed above, IBS shall, at Aetna's request
and subject to Aetna's approval, assign a Project Manager and/or Site
Manager who shall be exclusively dedicated to the Aetna account. Project
Management and Site Management services shall be billed at the rates
listed in Exhibit I, which is attached hereto and incorporated herein by
reference.
7. Costs and Fees: The fee charged for the services stated above shall be
billed monthly in accordance with the fees listed in Exhibit I, which is
attached hereto and incorporated herein by reference. The rate to be paid
by Aetna shall include all expenses incurred by IBS, including, but not
limited to, travel expenses, meals and lodging related to the deployment
and/or temporary re-deployment of personnel. On going living and housing
expenses of IBS personnel assigned to specific Aetna locations for the
life of this agreement shall not be billed.
The fixed rate listed in Exhibit I is valid as long as IBS personnel
remain in a single location. IBS will
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be given seven (7) days written notice prior to the removal of personnel
from the dedicated locations.
IBS personnel shall work 40 hours per week, unless otherwise instructed by
Aetna, The hourly rate for any work beyond forty (40) hours in a calendar
week (Monday through Sunday) shall be billed at a rate of 1.5 times the
applicable hourly rate. No overtime will be worked by IBS personnel or
billed to Aetna unless said overtime is approved by Aetna in advance, in
writing. IBS personnel will observe the same holiday schedule as the
Supported Aetna locations. The payment by Aetna of the fixed monthly fees
quoted in Exhibit I, shall include all vacation and holiday pay to which
the IBS personnel may be entitled. IBS agrees that its personnel shall
only be entitled to the holidays observed at the Aetna location where said
personnel are assigned. In addition, said personnel shall be entitled to
no more than two (2) weeks vacation in a calendar year.
After four (4) weeks of 40 billable hours, or more, at the same location,
a Temp's billing rate will be reduced to the corresponding Technician rate
for each subsequent & consecutive week the Temp works 40 hours or more at
that location.
Aetna shall pay IBS a monthly retainer as listed in Exhibit I for
additional personnel to be assigned temporarily to support any Aetna
location upon three (3) days advanced notice (Hereinafter Temps), The
cumulative amount of the retainer paid shall be a credit towards actual
work performed by said temps. Hours worked above the cumulative retainer
amount shall be billed at the hourly rate listed in Exhibit I.
Aetna may, at its option, elect to prepay six months or one year of the
monthly fees quoted in Exhibit I. Should Aetna elect to make any
prepayment, they shall receive a 5.00% discount off of the quoted rates.
For the purposes of obtaining the 5.00% discount, Aetna will make its
prepayment, if any, on or before the following dates:
-------------------------------------------------------------------------------------------------------
Year One Year Prepayment Date First Half Prepayment Date Second Half Prepayment Date
-------------------------------------------------------------------------------------------------------
2001 December 15, 2000 December 15, 2000 June 15, 2001
-------------------------------------------------------------------------------------------------------
2002 December 15, 2001 December 15, 2001 June 15, 2002
-------------------------------------------------------------------------------------------------------
2003 December 15, 2002 December 15, 2002 June 15, 2003
-------------------------------------------------------------------------------------------------------
Aetna may choose to transfer prepayments and/or monthly fees to IBS via
electronic methods. The transfer(s) should be made to Fleet Bank of New
Jersey, ABA 000000000, Account 9415804802 (Checking), Beneficiary - IBS
Interactive.
Relative to Temps, Aetna shall be responsible to compensate IBS for any
actual, non-recoverable Travel Expenses incurred by IBS as the result of
the deletion of any location from any Assignment Schedule less than seven
(7) days before the scheduled start date.
0.Xxxxx Returns Project: Aetna may, at its option, utilize IBS personnel to
assist in their Lease Returns Project for any contract year. IBS personnel will
perform the tasks detailed in Exhibit II at the rates designated for that year
as detailed in Exhibit I.
In addition to these personnel, IBS shall, at Aetna's request and subject to
Aetna's approval, assign a Site Manager who shall be exclusively dedicated to
the Lease Returns Project. Site Management services shall be billed at the rates
listed in Exhibit I, which is attached hereto and incorporated herein by
reference.
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If Aetna chooses to accept IBS's assistance with the Lease Returns Project, then
Aetna shall notify IBS at least four (4) weeks prior to the scheduled start date
of the project. Aetna may cancel IBS's Lease Returns Project assistance by IBS
in writing, giving IBS two (2) weeks prior notice. All hourly xxxxxxxx and
expenses incurred up to the termination date will be paid by Aetna.
9. Move, Add, Change Project: Aetna may, at its option, utilize IBS personnel to
assist in the Move, Add, Change (Hereinafter MAC project) project for any
contract year. IBS personnel will perform the tasks detailed in Exhibit III at
the rates designated for that year as detailed in Exhibit I.
In addition to these personnel, IBS shall, at Aetna's request and subject to
Aetna's approval, assign a Site Manager who shall be exclusively dedicated to
the MAC Project. Site Management services shall be billed at the rates listed in
Exhibit I, which is attached hereto and incorporated herein by reference.
If Aetna chooses to accept IBS's assistance with the MAC Project, then Aetna
shall notify IBS at least four (4) weeks prior to the scheduled start date of
the project. Aetna may cancel this MAC Project assistance by IBS in writing,
giving IBS two (2) weeks prior notice. All hourly xxxxxxxx and expenses incurred
up to the termination date will be paid by Aetna.
10. Contract Option Years: Aetna may, at its option, elect to continue this
contract for the year 2002. If Aetna takes this Option, then the terms of this
schedule and the Year 2002 rates of Exhibit I shall apply. Aetna can secure this
Option by notifying IBS in writing on or before October 1, 2001. The Additional
Services of Exhibit II and Exhibit III may individually, or together, be
included with Aetna's continuation of this contract for the year 2002.
If Option Year 2003 is taken by Aetna, then Aetna may, at its option, elect to
continue this contract for year 2003 by notifying IBS in writing, on or before
October 1, 2002. The terms of this Schedule, and the Year 2003 rates of Exhibit
I shall apply. The Additional Services of Exhibit II and Exhibit III may
individually, or together, be included with Aetna's continuation of this
contract for the year 2003.
11. Aetna Coordinator: The Aetna Coordinator relative to the tasks to be
performed under this Schedule shall be Xxxxxxx Xxxxx or his designee.
Executed this 15th day of November, 2000.
IBS Interactive, Inc. Aetna Life Insurance Company
By /s/ Xxx X Xxxxxxx III By /s/ Svette Augustyriak
------------------------------- ------------------------------
(Authorized Signature) (Authorized Signature)
Name: Xxx X. Xxxxxxx, III Name: Svette Augustyriak
--------------------- -----------------------
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EXHIBIT I
YEAR 2001
-----------------------------------------------------------------------------------------------------------------------
Level I Level II Level III Site Project
Rates Technicians Technicians Technicians Temps Management Management
-----------------------------------------------------------------------------------------------------------------------
Annual Rate $62,400.00 $83,200.00 $93,600.00 NA $97,760.00 $141,148.80
-----------------------------------------------------------------------------------------------------------------------
Monthly Rate 5,200.00 $ 6,933.33 $ 7,800.00 NA $ 8,146.67 $ 11,762.40
-----------------------------------------------------------------------------------------------------------------------
Hourly Rate $ 30.00 $ 40.00 $ 45.00 $ 54.00 $ 47.00 $ 67.86
-----------------------------------------------------------------------------------------------------------------------
Overtime Rate $ 45.00 $ 60.00 $ 67.50 $ 81.00 $ 70.50 $ 101.83
-----------------------------------------------------------------------------------------------------------------------
Retainer NA None None $5,667.00 None None
-----------------------------------------------------------------------------------------------------------------------
Expenses Yes None None Yes Travel Travel
-----------------------------------------------------------------------------------------------------------------------
Total Annual
Personnel Costs Dependent upon Dependent upon Dependent upon Dependent $97,760.00 $141,148.80
01/01/01 to usage. usage. usage. upon usage. plus travel plus travel
12/31/01 expenses expenses
---------------------------------------------------------------------------------------------- ------------------------
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EXHIBIT I - CONTINUED
YEAR 2002
---------------------------------------------------------------------------------------------------------------------
Level I Level II Level III Site Project
Rates Technicians Technicians Technicians Temps Management Management
---------------------------------------------------------------------------------------------------------------------
Annual Rate $66,144.00 $88,192.00 $99,216.00 NA $103,625.60 $149,617.73
---------------------------------------------------------------------------------------------------------------------
Monthly Rate 5,512.00 $ 7,349.33 $ 8,268.00 NA $ 8,635.47 $ 12,468.14
---------------------------------------------------------------------------------------------------------------------
Hourly Rate $ 31.80 $ 42.40 $ 47.70 $ 56.70 $ 49.82 $ 71.93
---------------------------------------------------------------------------------------------------------------------
Overtime Rate $ 47.70 $ 63.60 $ 71.55 $ 85.05 $ 74.73 $ 107.90
---------------------------------------------------------------------------------------------------------------------
Retainer NA None None $5950.35 None None
---------------------------------------------------------------------------------------------------------------------
Expenses Yes None None Yes Travel Travel
---------------------------------------------------------------------------------------------------------------------
Total Annual
Personnel Costs Dependent upon Dependent upon Dependent upon Dependent $103,625.60 $149,617.73
01/01/02 to usage. usage. usage. upon usage. plus travel plus travel
12/31/02 expenses expenses
---------------------------------------------------------------------------------------------------------------------
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EXHIBIT I - CONTINUED
YEAR 2003
--------------------------------------------------------------------------------------------------------------------
Level I Level II Level III Site Project
Rates Technicians Technicians Technicians Temps Management Management
--------------------------------------------------------------------------------------------------------------------
Annual Rate $71,435.52 $95,247.00 $107,153.28 NA $111,915.65 $161,587.15
--------------------------------------------------------------------------------------------------------------------
Monthly Rate 5,952.96 $ 7,937.28 $ 8,929.44 NA $ 9,326.30 $ 13,465.60
--------------------------------------------------------------------------------------------------------------------
Hourly Rate $ 34.34 $ 45.79 $ 51.55 $ 61.24 $ 53.81 $ 77.69
--------------------------------------------------------------------------------------------------------------------
Overtime Rate $ 51.52 $ 68.69 $ 77.27 $ 91.85 $ 80.72 $ 116.53
--------------------------------------------------------------------------------------------------------------------
Retainer NA None None $6,426.38 None None
--------------------------------------------------------------------------------------------------------------------
Expenses Yes None None Yes Travel Travel
--------------------------------------------------------------------------------------------------------------------
Total Annual
Personnel Costs Dependent upon Dependent upon Dependent upon Dependent upon $111,915.65 $161,587.15
01/01/03 to usage. usage. usage. usage. plus travel plus travel
12/31/03 expenses expenses
--------------------------------------------------------------------------------------------------------------------
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EXHIBIT II
LEASE RETURNS PROJECT
PROFESSIONAL SERVICES
November 30, 2000
IBS Interactive, Inc.
0 Xxxxxxxxx Xxx., Xxxxx 000
Xxxxx Xxxxxx, XX 00000-0000
RE: Professional Services Agreement (PSA) 6346 between Aetna Life
Insurance Company ("Aetna") and IBS Interactive, Inc. ("Supplier") dated
October 23, 1997 and Schedule 6 to this PSA.
Dear Xxxxxxx Xxxxx:
If Aetna elects, in accordance with Section 8 of Schedule 6, to use IBS
for Lease Returns Project the following will apply. In accordance with the
captioned Agreement and Schedule 6, this personnel services letter
("Letter") states the specific information required for the provision of
Services by Supplier to Aetna.
1. Supplier Name: IBS Interactive, Inc. (Hereinafter IBS).
2. Consultants: IBS personnel shall be assigned to this project in
quantities to be coordinated and approved by Aetna.
Level I, II, and III Technicians. To be used at Aetna locations
which require services continuously throughout the term of this
Exhibit. The quantity of each type Technician is to be coordinated
at the regional and local level as directed by Aetna.
Temps. To be used at Aetna locations which are scheduled with less
than four (4) weeks advance notice or are of a duration of less than
four (4) weeks.
One (1) Site Manager, if requested by Aetna. The Site Manager will
assist the Project Manager in the scheduling and management of the
staff assigned to this project.
The foregoing notwithstanding, all personnel, including but not
limited to the project manager assigned to this project, shall be
subject to the approval of Aetna, and shall be replaced by IBS at
any time during the project, if so requested by Aetna.
3. Aetna Coordinator: Xxxxxxx Xxxxx. The Aetna Coordinator, or his
designated representative(s), shall be responsible for the detail
direction of Supplier Employees assigned to perform the Services.
The assignment of any personnel described above shall be subject to
the approval of Xxxxxxx Xxxxx of Aetna, his successor and/or designee
(Hereinafter collectively referred to as Xxxxxxx Xxxxx).
10
4. Position Description: The IBS personnel assigned shall perform the
following:
PRE-WORK
a. Perform Pre-work to include: Verify devices' software load,
document proper PC settings such as workstation name and
IntraNet (Netinfo) documentation.
b. Pre-load business group applications.
c. Document device's configuration information to include
IntraNet settings.
DELIVERY
d. Deliver device to user locations.
e. Document Inventory Information
INSTALLATION
f. Backup User data, and verify that standard user files, along
with other user specific files have been successfully
archived.
g. Remove & label old device for possible recovery of data.
h. Install and cable new device.
i. Restore user data via workstation backup utility and manually
copied information.
j. Configure and set up device, including IntraNet documentation.
k. Record Inventory information via Aetna Asset Disposal Form
(see Attachment A) or other standard document as directed by
Aetna.
l. Test device for Host, LAN, and printer connectivity and
operability of critical applications.
FALLOUT
m. Resolve Fallout issues as they are received, and escalate
problems to the appropriate Aetna Technical Contact(s).
RETURN DEVICES
n. Transport device(s) to staging location for lease
certification.
o. Submit lease return data via Aetna Asset Disposal Form or
other standard document as directed by Aetna.
p. Certify device(s). This may be performed by other vendors at
Aetna's direction.
q. Provide written status reporting of work accomplished to Aetna
on a weekly basis.
r. At such time as the Aetna Asset Disposal Form is provided to
Aetna, said service shall be considered complete and accepted
by Aetna.
5. Technical Skill Set: IBS personnel will possess a strong working
knowledge of installation and configuration of the Windows NT 4.0
operating system and Applications. Their knowledge will include specifics
of configuring Network Settings in the Control Panel for the TCP/IP
network protocol and computer identification. Their understanding of
networks will allow them to easily install network printers and resolve
problems with LAN connectivity. The IBS consultants will also have a
strong knowledge of Microsoft Exchange clients and Schedule + to include
the specific data files used by exchange (*.pab and. *.pst) and the
establishment of exchange profiles.
IBS consultants will understand user data and how it is stored on Aetna
machines (local drives vs. network drives). They will be familiar with the
various file extensions used so that they can properly perform data
back-ups. The consultants will have hardware setup and troubleshooting
skills. They will have the capacity to learn the technical Aetna
environment. This includes the naming conventions used, the different
types of servers, and the locations of these servers,
11
IBS consultants will have knowledge of the different server software used
(Microsoft NT, 2000). Their understanding will extend to a knowledge of
which server controls printing and which servers are used for login.
6. Cost and Fees: The fee charged for the services stated above shall
be billed monthly in accordance with the fees listed in Exhibit I, which
is attached hereto and incorporated herein by reference. The rate to be
paid by Aetna shall include all expenses incurred by IBS, including, but
not limited to, travel expenses, meals and lodging related to the
deployment and/or temporary re-deployment of personnel. On going living
and housing expenses of IBS personnel assigned to specific Aetna locations
for the life of this agreement shall not be billed.
The fixed rate listed in Exhibit I is valid as long as IBS personnel
remain in a single location. IBS will be given seven (7) days written
notice prior to the removal of personnel from the dedicated locations.
IBS personnel shall work 40 hours per week, unless otherwise
instructed by Aetna, The hourly rate for any work beyond forty (40) hours
in a calendar week (Monday through Sunday) shall be billed at a rate of
1.5 times the applicable hourly rate. No overtime will be worked by IBS
personnel or billed to Aetna unless said overtime is approved by Aetna in
advance. IBS personnel will observe the same holiday schedule as the
Supported Aetna locations. The payment by Aetna of the fixed monthly fees
quoted in Exhibit I, shall include all vacation and holiday pay to which
the IBS personnel may be entitled. IBS agrees that its personnel shall
only be entitled to the holidays observed at the Aetna location where said
personnel are assigned. In addition, said personnel shall be entitled to
no more than two (2) weeks vacation in a calendar year.
7. Assignment Location: Aetna will communicate to IBS the quantity of
Lease Returns which are scheduled to be performed by region. IBS's project
manager and Site Manager (if staffed) will coordinate with Aetna's
regional and local staff to coordinate the IBS staffing levels necessary
at each location.
8. Project Description: IBS shall provide personnel services to assist
Aetna in the return and replacement of leased personal computers
(Hereinafter devices) at various Aetna locations as detailed in Section 4
Position Description. Aetna will schedule this work by location and
provide IBS with at least four (4) weeks advance written notice for work
to be performed at each location.
9. Term of Assignment: The start date for the Lease Returns Project is
January 1, 2001. The end date of the project is December 31, 2001.
Aetna may extend the Term of this Assignment as detailed in
paragraph 10 (Contract Option Years) of Schedule 6.
10. Right-to-Hire Assignment: Yes No X
------ ------
11. Supplier is providing personnel services for Connecticut sales and
use tax purposes, currently taxable at 6%.
12
The parties agree that this personnel services Letter is governed by
the terms and conditions of the Agreement that shall apply to this Letter as if
said terms and conditions were fully set forth herein.
Sincerely,
Xxxxxxx Xxxxx
N&DS - Distributed Support Services
Agreed to and accepted by IBS Interactive, Inc.
BY: /s/ Xxx X. Xxxxxxx, III
-----------------------------------------
(Authorized Signature)
Name: Xxx X. Xxxxxxx, III
---------------------------------------
(Print Name)
Date: 12/15/00
---------------------------------------
13
EXHIBIT III
MOVES, ADDS, CHANGES PROJECT
PROFESSIONAL SERVICES
October 30, 2000
IBS Interactive, Inc.
0 Xxxxxxxxx Xxx., Xxxxx 000
Xxxxx Xxxxxx, XX 00000-0000
RE: Professional Services Agreement (PSA) 6346 between Aetna Services,
Inc. ("Aetna") and IBS Interactive, Inc. ("Supplier") dated October 23,
1997 and Schedule 6 to this PSA.
Dear Xxxxxxx Xxxxx:
If Aetna elects, in accordance with Section 9 of Schedule 6, to use IBS
for Move, Add, Change Project the following will apply.
In accordance with the captioned Agreement and Schedule 6, this
personnel services letter ("Letter") states the specific information
required for the provision of Services by Supplier to Aetna.
1. Supplier Name: IBS Interactive, Inc. (Hereinafter IBS).
2. Consultants: IBS personnel shall be assigned to this project in
quantities to be coordinated and approved by Aetna.
Level I, II, and III Technicians. To be used at Aetna locations
which require services continuously throughout the term of this
Exhibit. The quantity of each type Technician is to be coordinated
at the regional and local level as directed by Aetna.
Temps. To be used at Aetna locations which are scheduled with less
than four (4) weeks advance notice or are of a duration of less than
four (4) weeks.
One (1) Site Manager, if requested by Aetna. The Site Manager will
assist the IBS Project Manager in the scheduling and management of
the staff assigned to this project.
The foregoing notwithstanding, all personnel, including but not
limited to the project manager assigned to this project, shall be
subject to the approval of Aetna, and shall be replaced by IBS at
any time during the project, if so requested by Aetna.
3. Aetna Coordinator: Xxxxxxx Xxxxx. The Aetna Coordinator, or his
designated representative(s), shall be responsible for the detail
direction of Supplier Employees assigned to perform the Services.
The assignment of any personnel described above shall be subject to
the approval of Xxxxxxx Xxxxx of Aetna, his successor and/or designee
(Hereinafter collectively referred to as Xxxxxxx Xxxxx).
14
4. Position Description: The IBS personnel assigned shall perform the
following:
Move Execution
a. Ensure labeling of device for correct delivery location
b. If required, backup user data, and verify that standard
user files, along with other user specific files have
been successfully archived.
c. Deliver device to user location(s) at scheduled time(s).
d. Install and cable new device.
Post Move Procedures
e. Test device for Host, LAN, and printer connectivity and
operability of critical applications.
f. Restore user data (if required).
g. Escalate problems during move to Aetna's designated
Technical Contact(s).
Fallout
h. Resolve Fallout issues as they are received. If
necessary, escalate problems to Aetna's designated
Technical Contact(s).
Equipment Disposal (for MAC and Closure of Offices)
i. Transport device(s) to staging location for disposal.
j. Submit Aetna Asset Disposal Form or other standard
document as directed by Aetna.
k. Complete equipment packing and coordinate pickup with
Aetna's designated representative.
l. Provide status reporting of work accomplished.
5. Technical Skill Set: IBS personnel will possess a strong working
knowledge of installation and configuration of the Windows NT 4.0
operating system and Applications. Their knowledge will include specifics
of configuring Network Settings in the Control Panel for the TCP/IP
network protocol and computer identification. Their understanding of
networks will allow them to easily install network printers and resolve
problems with LAN connectivity. The IBS consultants will also have a
strong knowledge of Microsoft Exchange clients and Schedule + to include
the specific data files used by exchange (*.pab and. *.pst) and the
establishment of exchange profiles.
IBS consultants will understand user data and how it is stored on Aetna
machines (local drives vs. network drives). They will be familiar with the
various file extensions used so that they can properly perform data
back-ups. The consultants will have hardware setup and troubleshooting
skills. They will have the capacity to learn the technical Aetna
environment. This includes the naming conventions used, the different
types of servers, and the locations of these servers,
IBS consultants will have knowledge of the different server software used
(Microsoft NT, 2000). Their understanding will extend to a knowledge of
which server controls printing and which servers are used for log-in.
6. Cost and Fees: The fee charged for the services stated above shall
be billed monthly in accordance with the fees listed in Exhibit I, which
is attached hereto and incorporated herein by
15
reference. The rate to be paid by Aetna shall include all expenses
incurred by IBS, including, but not limited to, travel expenses, meals and
lodging related to the deployment and/or temporary re-deployment of
personnel. On going living and housing expenses of IBS personnel assigned
to specific Aetna locations for the life of this agreement shall not be
billed.
The fixed rate listed in Exhibit I is valid as long as IBS personnel
remain in a single location. IBS will be given seven (7) days written
notice prior to the removal of personnel from the dedicated locations.
IBS personnel shall work 40 hours per week, unless otherwise
instructed by Aetna, The hourly rate for any work beyond forty (40) hours
in a calendar week (Monday through Sunday) shall be billed at a rate of
1.5 times the applicable hourly rate. No overtime will be worked by IBS
personnel or billed to Aetna unless said overtime is approved by Aetna in
advance. IBS personnel will observe the same holiday schedule as the
Supported Aetna locations. The payment by Aetna of the fixed monthly fees
quoted in Exhibit I, shall include all vacation and holiday pay to which
the IBS personnel may be entitled. IBS agrees that its personnel shall
only be entitled to the holidays observed at the Aetna location where said
personnel are assigned. In addition, said personnel shall be entitled to
no more than two (2) weeks vacation in a calendar year.
7. Assignment Location: Aetna will communicate to IBS the quantity of
work which is scheduled to be performed by region. IBS's project manager
and Site Manager (if staffed) will coordinate with Aetna's regional and
local staff to coordinate the IBS staffing levels necessary at each
location.
8. Project Description: IBS shall provide services to assist Aetna in
the Moves, Adds, and Changes of desktop personal computers (hereinafter
also referred as MAC) at various Aetna locations as detailed in paragraph
4 Position Description. Aetna will schedule this work by location and
provide IBS with at least four (4) weeks advance written notice for work
to be performed at each location.
9. Term of Assignment: The start date for the MAC Project is January 1,
2001. The end date of the project is December 31, 2001.
Aetna may extend the Term of this Assignment as detailed in Contract
Option Years (paragraph 10) of Schedule 6.
10. Right-to-Hire Assignment: Yes No X
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11. Supplier is providing personnel services for Connecticut sales and
use tax purposes, currently taxable at 6%.
16
The parties agree that this personnel services Letter is governed by
the terms and conditions of the Agreement that shall apply to this Letter as if
said terms and conditions were fully set forth herein.
Sincerely,
Xxxxxxx Xxxxx
N&DS - Distributed Support Services
Agreed to and accepted by IBS Interactive, Inc.
BY: /s/ Xxx X. Xxxxxxx, III
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(Authorized Signature)
Name: Xxx X. Xxxxxxx, III
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(Print Name)
Date: 12/15/00
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