Master Services Agreement [Addendum No. 2] - Exult Inc. and Bank of America Corp.
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CONTRACT NUMBER - 23191-001-002
EFFECTIVE DATE - SEPTEMBER 10, 2001
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ADDENDUM 2 TO MASTER SERVICES AGREEMENT
Exult, Inc. (Service Provider) and Bank of America Corporation
(Customer) are parties to that certain Master Services Agreement dated
as of November 21, 2000 (the Agreement). This Addendum 2 to the
Agreement (Addendum 2) is entered into by Service Provider and Customer
as of September 10, 2001 (Addendum 2 Effective Date).
1. The Agreement provides for Service Provider to perform for
Customer, the Customer Services, which consist of the Services and
Processes described in Schedule A of the Agreement. The Agreement
is hereby amended by this Addendum 2 to (i) add the term Regional
Staffing to the general functions included in the definition of
Process, (ii) add to the Customer Services provided by Service
Provider the services described in Schedule A to this Addendum 2
("Regional Staffing Services") , and (ii) set forth the Services,
Service Levels, Fees and Charges, Assigned Agreements, Transition
Plan, In-Flight Projects, Customer Associates, and Human Resources
Provisions that will govern Service Provider's provision of the
Regional Staffing Services.
2. The Regional Staffing Services shall constitute a Process for all
purposes under the Agreement.
3. The Schedules attached hereto are incorporated by reference into
this Addendum 2 and modify the corresponding Schedule in the
Agreement:
Addendum 2 Schedule A Description of Services
Addendum 2 Schedule B Service Levels
Addendum 2 Schedule C Fees and Charges
Addendum 2 Schedule D Assigned Agreements
Addendum 2 Schedule G Transition Plan
Addendum 2 Schedule H In-Flight Projects
Addendum 2 Schedule I Customer Associates
Addendum 2 Schedule J Human Resources Provisions
4. The information set forth in the Addendum 2 Schedules is based
upon circumstances, estimates, metrics, principles, financial
data, standards and general information disclosed by either Party,
collectively the "Assumptions". Each Party shall be responsible
for the accuracy of any representation it made as part of the due
diligence and negotiation process and on which the Assumptions are
based. If, during the 90-day period commencing on the Addendum 2
Effective Date (the "Adjustment Period"), the Parties discover and
agree that there are any deviations from the Assumptions, Service
Provider and Customer shall agree upon adjustments that shall be
consistent with the intent of each of Service Provider and
Customer and finalize the Schedules accordingly. Further, during
the Adjustment Period, the Parties shall (i) identify and/or
confirm the Managed Agreements and Assigned Agreements set forth
in Schedule D and (ii) resolve any other items as mutually agreed
by the Parties.
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Addendum 2 - Final 1 BANK OF AMERICA / EXULT
Date - Sept. 10,2001
<PAGE>
CONTRACT NUMBER - 23191-001-002
EFFECTIVE DATE - SEPTEMBER 10, 2001
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5. Service Provider shall not display signage other than Customer
signage in Customer locations or shared space in Customer
locations without Customer's consent. Further, Service Provider
shall not display recruiting or staffing solicitation materials of
anyone other than Customer in Customer locations without the
consent of Customer.
For and in consideration of the agreements set forth herein,
Service Provider and Customer hereby enter into this Addendum 2 as
of the Addendum 2 Effective Date.
BANK OF AMERICA CORPORATION
By: _______________________________
Name: Kimberly J. Hains
Title: Senior Vice President
By: _______________________________
Name: Betty Luther
Title: Vice President
EXULT, INC.
By: _______________________________
Name: Mike Salvino
Title: Vice President
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Addendum 2 - Final 2 BANK OF AMERICA / EXULT
Date - Sept. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SERVICES AGREEMENT
SCHEDULE A
DESCRIPTION OF SERVICES
ADDENDUM 2
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Sch. A - Addendum 2 - Final 1 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA/EXULT
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SCHEDULE A
DESCRIPTION OF SERVICES
Schedule A to the Agreement is hereby amended by the addition to Section 2
thereof of the following:
2.5 RECRUITING/RESOURCING/STAFFING SERVICES
Recruiting/Resourcing/Staffing includes development of Recruitment
and Staffing Plan strategies, creating and maintaining candidate
pools, assessing and selecting applicants, managing contingent
workforce sources, delivering New Associate Orientation and managing
the administration of the staffing process. Vendor management and
invoicing, applicant tracking and EEO compliance, are also included
in the scope of work
[***]*
[***]*
*Confidential Information has been omitted.
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Sch. A - Addendum 2 - Final 1 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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Proprietary and Confidential Bank of America/Exult
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SERVICES AGREEMENT
SCHEDULE B
SERVICE LEVELS
ADDENDUM 2
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Sch. B - Addendum 2 - Final Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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Proprietary and Confidential Bank of America/Exult
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SCHEDULE B
SERVICE LEVELS
1. KEY PERFORMANCE INDICATORS
SCHEDULE B TO THE AGREEMENT IS HEREBY AMENDED BY THE ADDITION TO SECTION 3.1
THEREOF OF THE FOLLOWING:
[***]*
2. REPORTING SERVICE LEVELS TABLE
Schedule B to the Agreement is hereby amended by the addition to Section 3.2
thereof of the following:
[***]*
3. SERVICE LEVEL TIMING
The Parties shall agree upon Service Level measurements (KPIs and RSLs) that
represent stability metrics related to Regional Staffing prior to the transition
of Regional Staffing scheduled for November 2001. The Parties shall work
together from the Addendum 2 Effective Date to mutually agree upon the KPIs and
RSLs associated with Regional Staffing to have performance and reporting metrics
in place [***]*
At Customer's request, Service Levels associated with Regional Staffing may be
calculated at the line of business level instead of at the corporate or
enterprise wide level.
*Confidential Information has been omitted.
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Sch. B - Addendum 2 - Final 1 Contract Number-23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA/EXULT
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SERVICES AGREEMENT
SCHEDULE C
FEES AND CHARGES
ADDENDUM 2
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Sch. C - Addendum 2 - Final Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA/EXULT
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1. CUSTOMER BASELINE SPEND VERIFICATION
(a) The following is hereby added to the definition of "Contract Year":
However, for purposes of the Regional Staffing Services Process, a
Contract Year means each 12-month period commencing on the
Addendum 2 Effective Date and each anniversary of the Addendum 2
Effective Date.
(b) The following is hereby added to Section 3:
Customer Baseline Spend for the Regional Staffing Services Process
shall be verified during the [***]* period following the Addendum
2 Effective Date.
2. FEES & INVOICING
2.1 BASELINE CHARGES
(a) The following is hereby added to Section 4.1:
However, for purposes of invoicing and payment for the Regional
Staffing Services Process, (i) Baseline Charges will include
[***]* during the first [***]* following the Addendum 2 Effective
Date; and (ii) Baseline Charges for HR, AP and IT Labor Costs and
HR, AP and IT Labor-Related Other Costs payable to Service
Provider for Regional Staffing Services performed beginning the
[***]* following the Addendum 2 Effective Date will be as set
forth in the footnotes to Tables 4.1.1.1 and 4.1.2.1 applicable to
the Regional Staffing Services.
(b) The following is hereby added to Table 4.1.1.1, Table 4.1.2.1 and
Table 4.1.3.1, as indicated, grouped with the other "HR" processes
reflected therein [***]*, with the various rows and columns for
totals modified commensurately to reflect the addition of the
figures set forth in the following:
TABLE 4.1.1.1
[***]*
TABLE 4.1.2.1
[***]*
TABLE 4.1.3.1
[***]*
2.2 PROJECTS
The following is hereby added as Section 4.1.4.3:
[***]*
2.3 PAYMENTS TO CUSTOMER
The following is hereby added as Section 12(a):
[***]*
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Sch. C - Addendum 2 - Final 1 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA/EXULT
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*Confidential Information has been omitted.
2.4 ARC/RRC UNIT RATES AND BASELINE VOLUMES
(a) The following is hereby added to Section 4.2.1:
The "Baseline Volume" count for resource unit categories shall be
validated within [***]* of the Regional Staffing Services Process
Effective date. If Customer requests Regional Staffing Services in
markets/geographies where Customer does not conduct such
activities as of the Addendum 2 Effective Date, the Parties shall
use Change Control Management to address the impact of such
deviation and mutually agree as to what action, if any, should be
taken with respect to such deviation.
(b) The following is hereby added to Table 4.2.1, grouped with the
other "HR" items reflected therein:
[***]*
2.5 PASS THROUGH EXPENSES AND OTHER CHARGES
(a) The following is hereby added to Section 5.1:
However, the amount invoiced by Service Provider to Customer in
respect of savings achieved on Third Party Contracts associated
with Regional Staffing Services will be determined as the amount
that represents [***]* attributable to Service Provider management
of the Third Party Contracts as described herein.
Costs for Welcome Day kits, and "Selecting for Success" will be
paid by the Bank rather than treated as a Pass Through Expense.
Bank of America and Exult will jointly investigate whether
additional opportunities exist to leverage vendor relationships
for Staffing Services to mutual benefit.
(b) The following is hereby added to Table 5.1.1, with the row for
totals modified commensurately to reflect the addition of the
figures set forth in the following:
[***]*
2.6 REGIONAL STAFFING/CUSTOMER OCCUPANCY COSTS
The following is added as Section 12(b):
Where Exult staff or equipment resides in facilities owned or
leased by Customer, Service Provider shall pay Customer for the
associated occupancy costs included in the Customer Baseline
Spend. The Customer Baseline Spend shall not include costs
associated with occupancy where three or fewer associates reside
in Customer related facilities at the time of the Addendum 2
Effective Date, and Customer shall continue to pay all occupancy
costs for these persons without payment from Service Provider.
These costs may include leased or owned space, utilities, and
furniture and fixtures. Service Provider shall provide Customer
with [***]* prior written notice of Service Provider's intent to
vacate Customer owned or leased facilities. Once Service Provider
equipment and staff have vacated space for which Service Provider
had an obligation to pay occupancy costs, Service Provider shall
be responsible for [***]* of the associated occupancy costs until
a new tenant or Customer occupies the space,
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Sch. C - Addendum 2 - Final 2 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA/EXULT
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which obligation shall extend for a period [***]* or the period
specified in Customer's then current Corporate Real Estate policy.
*Confidential Information has been omitted.
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Sch. C - Addendum 2 - Final 3 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA/EXULT
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SERVICES AGREEMENT
SCHEDULE D
THIRD PARTY CONTRACTS
ADDENDUM 2
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Sch. D - Addendum 2 - Final Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA/EXULT
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SCHEDULE D
THIRD PARTY CONTRACTS
1. Schedule D to the Agreement is hereby amended by the addition to Section B
thereof of the following table:
[***]*
*Confidential information has been omitted.
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Sch. D - Addendum 2 - Final 1 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SERVICES AGREEMENT
SCHEDULE G
REGIONAL STAFFING
ADDENDUM 2
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Sch. G - Addendum 2 - Final Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SCHEDULE G
Regional Staffing
Schedule G of the Agreement is hereby amended by the addition thereto of the
following, related to transition to Service Provider's provision of the Regional
Staffing Services:
1 Work Plan, Assessments and Baseline
1.1 Work Plan
A work plan shall be developed and integrated into the
Transition Plan for Regional Staffing Services, within [***]*
of the Addendum 2 Effective Date.
1.2 Third Party Assessment and Baseline Validation
Service Provider shall review and assess Customer's Regional
Staffing Services to determine the appropriate approach for
transfer of these Services to Service Provider management
2 Responsibilities
Service Provider is responsible for the development and
management of the Regional Staffing Services Transition Plan and
Customer has responsibility for ensuring the appropriate level of
participation and commitment of Customer resources. Service
Provider is responsible for all expenses related to the
transition other than the amount set forth in Addendum 2 Schedule
C and resources Customer has agreed to provide to assist with the
transition. Both parties have responsibility for establishing and
operating their respective delivery obligations.
3 The high level Transition Plan for Regional Staffing Services is
indicated below:
[***]*
*Confidential information has been omitted.
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Sch. G - Addendum 2 - Final 1 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SERVICES AGREEMENT
SCHEDULE H
IN-FLIGHT PROJECTS
ADDENDUM 2
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Sch. H - Addendum 2 - Final Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SCHEDULE H
In-Flight Projects
Schedule H of the Agreement is hereby amended by the addition thereto of the
following, related to in-flight projects associated with Regional Staffing
Services:
1 Projects Identified as In-Scope
The Deploy Implementation and the Customer Satisfaction Process
and Reporting Implementation Projects are in-scope projects for
Addendum 2.
2 Treatment of FTEs Associated with In-Flight Projects
2.1 Deploy Project
Service Provider shall insure that the subject matter experts in
Regional Staffing and other project resources who are involved in
this project continue to participate and support the project to
completion.
2.2 Customer Satisfaction Process and Reporting Implementation
Project
Service Provider shall insure that the subject matter experts in
Regional Staffing and other project resources who are involved in
this project continue to participate and support the project to
completion.
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Sch. H - Addendum 2 - Final 1 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SERVICES AGREEMENT
SCHEDULE I
CUSTOMER ASSOCIATES
ADDENDUM 2
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Sch. I - Addendum 2 - Final Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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PROPRIETARY AND CONFIDENTIAL BANK OF AMERICA / EXULT
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SCHEDULE I
Customer Associates
Schedule I of the Agreement is hereby amended by the addition thereto of the
following, related to transition to Service Provider's provision of the Regional
Staffing Services:
[***]*
*Confidential Information has been omitted.
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Sch. I - Addendum 2 - Final 1 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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Proprietary and Confidential Bank of America/Exult
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SERVICES AGREEMENT
SCHEDULE J
HUMAN RESOURCES PROVISIONS
ADDENDUM 2
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Sch. J - Addendum 2 - Final 1 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
<PAGE>
Proprietary and Confidential Bank of America/Exult
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ADDENDUM 2 - SCHEDULE J
Schedule J to the Agreement is hereby amended by addition thereto of the
following:
(q) Regional Staffing Associates. In connection with the implementation of
Addendum 2 to this Agreement related to Regional Staffing, the following
provisions apply:
(i) Application of Basic Provisions and Additional Provisions. The
persons listed on Schedule I to Addendum 2 ("Regional Staffing Associates") are
"Customer Associates" as defined in and for purposes of this Schedule J, and the
Regional Staffing Associates who accept employment with Service Provider shall
be "Transferred Customer Associates" as defined in and for purposes of this
Schedule J, and shall be referred to herein as "Transferred Staffing
Associates." Notice has been given and accepted that Service Provider will
extend an offer of employment to each Regional Staffing Associate.
Notwithstanding the foregoing, however, the following provisions, as applicable
to Transferred Staffing Associates, will supersede inconsistent provisions set
forth above in this Schedule J or elsewhere in this Agreement:
[***]*
(B) in lieu of the provisions of paragraph (e) above related
to incentives, the provisions of items (ii) and (iii) below will apply
to Transferred Staffing Associates.
[***]*
[***]*
(ii) Recruiter Incentive Plan.
(A) Service Provider shall maintain and administer the Customer
Recruiter Incentive Plan (the "Recruiter Plan") in effect as of the Addendum
2 Effective Date for the balance of 2001 and throughout 2002. A copy of the
Recruiter Plan is attached as Exhibit 1 to this Schedule.
(B) Customer will retain responsibility for all amounts payable
under the Recruiter Plan that (i) relate to periods prior to the fourth
quarter of 2001, and (ii) were earned prior to the date the Transferred
Staffing Associate commenced employment with Service Provider including
without limitation quarterly
*Confidential Information has been omitted.
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Sch. J - Addendum 2 - Final 2 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001
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payments under the Recruiter Plan for October 2001 and any annual
holdback payments due under the Recruiter Plan. Service Provider will
be responsible for other payments under the Recruiter Plan.
(iii) Customer AIP and BPIP Programs. Each Transferred Staffing
Associate eligible to participate in Customer's AIP and/or BPIP Programs (the
"Non Recruiter Plans") shall be entitled to continue to participate in such
plans for the remainder of 2001 on the same basis and according to the terms
thereof as in effect on the date that such Transferred Staffing Associate
commences employment with Service Provider. Customer shall be responsible for
the calculation and payments to each Transferred Staffing Associate of all
amounts payable to him or her under the Non Recruiter Plans. Service Provider
will reimburse Customer for payments made by Customer to each Transferred
Staffing Associate under the Non Recruiter Plans attributable to the period of
time from the date such Transferred Staffing Associate's commencement of
employment with Service Provider until December 31, 2001.
(iv) Service Provider Incentive Plans. Transferred Staffing Associates
will not be entitled to participate in Exult standard incentive plans during
periods in which they participate in the Recruiter Plan or the Non-Recruiter
Plans. Transferred Staffing Associates who are no longer participating in the
Recruiter Plan or the Non-Recruiter Plans will be eligible to participate in
Exult's standard incentive plans for which they are eligible.
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Sch. J - Addendum 2 - Final 3 Contract Number - 23191-001-002
Effective Date - Sep. 10, 2001