ARBITRATOR 360Support Agreement

1. Description of Services

This Agreement between ______Police and Fire Department, herein referred to as “Client”, andCDS Office Technologies, hereinafter referred to as “Service Provider”, is effective upon the date signed, and shall remain in force for a period of2 year(s).

The Service Provider offering includes Arbitrator 360 server monitoring and remote services intended for maintaining and managing the Arbitrator servers, network connectivity, and functionality of the System. Client will utilize Service Provider’s Help Desk during the hours outlined herein, for remote administration and problem resolution on the components covered under this agreement.

2. Fees and Payment Schedule

Fees will be $200 per month, invoiced to Client on a monthly basis, and will become due and payable within ten (10) days of receipt. The first month will include an additional one-time setup fee equal to the monthly service fee. Services will be suspended if payment is not received within 30 days of the invoice date. Refer to Appendix B for services covered by the monthly fee under the terms of this Agreement. (It is understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered projects and will be quoted and billed as separate Block of Time Services.)

3. Term and Termination

The Managed Arbitrator Network Services Agreement automatically renews for a subsequent one-year term beginning on the day immediately following the end of the Initial Term(the monthly fee will be adjusted to the then current published rates), unless either party gives the other ninety (90) days prior written notice of its intent not to renew this Agreement.

a)This Agreement may be terminated by the Client upon ninety (90) days written notice if the Service Provider:

I.Fails to fulfill in any material obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.

II. Breaches any material term or condition of this Agreement and fails toremedy such breach within thirty (30) days of receipt of such written notice.

III. Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.

b)This Agreement may be terminated by the Service Provider without cause upon ninety (90)days written notice to the Client.

c)If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Service Provider the actual costs of rendering such assistance.

4. Taxes

It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use.

5. Coverage

Remote Helpdesk and Management of Client's Arbitrator networks will be provided to the Client by Service Provider through remote means between the hours of 8:00 am - 5:00 pm (Central Standard Time) Monday through Friday, excluding public holidays. Arbitrator Server Monitoring Services will be provided by software 24/7/365. All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the provisions of Appendix B.

Support and Escalation

Service Provider will respond to Client's Trouble Tickets under the provisions of Appendix A, and with best effort after hours or on holidays. Trouble Tickets must be opened by Client's designated I.T. contact person, by email to the Help Desk, or by phone if email is unavailable. Each call will be assigned a Trouble Ticket number for tracking. The escalation process is detailed in Appendix A.

Service outside Normal Working Hours

Emergency services performed outside of the hours of 8:00 am - 5:00 pm Monday through Friday, excluding public holidays, shall be subject to provisions of Appendix B.

Service Calls Where No Trouble is found

If Client requests onsite service and no problem is found or reproduced, Client shall be billed at the current applicable rates as indicated in Appendix B.

Pricing of Non-Covered Equipment Services

Labor rates and miscellaneous charges shall be at Service Provider’s published prevailing rates. These rates apply to services performed during normal business hours 8 a.m. to 5 p.m. Monday through Friday. Services performed after hours will be billed at one and one-half (1.5) times the specified rate. Weekend rates are billed at two (2) times the specified rate.

  1. A minimum one-hour of labor will be charged for each on-site service call. No work will be performed for Client after the first hour without Client’s prior approval. In addition, for each service call, no parts will be used without Clients prior approval if the price of such part(s) is greater than $100.
  1. A minimum of one-quarter hour will be charged for each call to the Help Desk or when remote service technologies are used for non-covered services. All time billed on the Help Desk will be assumed to be approved, as Client is involved with or has authorized this process. If Help Desk personnel are unable to resolve the issue, an Engineer will be dispatched to the Client location. Standard Service Provider rates will apply to the on-site service call.
  1. There will be a travel time charge between Service Provider and Client’s site. Travel charges are determined by distance to the Client site. Travel will be billed according to the distance where the service site is located.
  1. All services shall be performed during Service Provider’s normal working hours. However, if Client requests work to be performed during non-working hours, Service Provider will use its best efforts to provide such services.

Limitation of Liability

In no event shall Service Provider be held liable for indirect, special, incidental orconsequential damages arising out of service provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs.

6. Maintenance Services

Hardware/System Support

Service Provider shall provide support of all hardware and systems specified in Appendix C, provided that all Hardware is covered under a currently active Vendor Support Contract; or replaceable parts be readily available, and all software be genuine, currently licensed and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement. Should 3rd Party Vendor Support Charges be required in order to resolve any issues, these will be passed on to the Client after first receiving the Client's authorization to incur them. Hardware costs of any kind are not covered under the terms of this Agreement.

Under this agreement, the Client is entitled to coverage of the supported devices as defined in Appendix C.

  1. Any additional devices added to program will affect the monthly pricing and new pricing will be agreed upon by Client and Service Provider. The monthly pricing will be automatically updated with the addition of each device.
  2. Client is responsible for informing Service Provider of changes to the number of devices supported within five (5) business days.

Software Assurance

Service provider will offer one annual software upgrade included with maintenence.

Virus Recovery for Current, Licensed Antivirus protected systems

Attempted recovery from damages caused by virus infection not detected and quarantined by the latest Antivirus definitions is covered under the terms of this Agreement. This Service is limited to those systems protected with a currently licensed, Vendor-supported Antivirus solution.

Monitoring Services

Service Provider will provide ongoing monitoring and security services of all critical devices as indicated in Appendix B. Service Provider will provide monthly reports as well as document critical alerts, scans and event resolutions to Client. Should a problem be discovered during monitoring, Service Provider shall make every attempt to rectify the issue in a timely manner through remote means.

7. Suitability of Existing Environment

Minimum Standards Required for Services

In order for Client's existing environment to qualify for Service Provider's Managed Network Services, the following requirements must be met:

1.All Server and Desktop Software must be genuine, licensed and Vendor-Supported.

2.The environment must have a currently licensed, Vendor-Supported Server-based backup solution that can be monitored, and send notifications on job failures and successes.

3.The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet.

4.All Wireless data traffic in the environment must be securely encrypted.

5.There must be an outside static IP address assigned to a network device, allowing RDP or VPN access.

6.There must be a licensed and supported Anti-Virus software in place on the server before Service Provider will take over support.

(Costs required to bring Client's environment up to these Minimum Standards are not included in this Agreement.)

8. Excluded Services

Services rendered under this Agreement do not include any of the following:

  1. New hardware, and associated implementation labor, service parts, shipping charges andafter hour emergency response are excluded under this agreement (items must be added to contract before coverage begins).
  2. Parts, equipment or software not covered by vendor/manufacturer warranty or support.
  3. The cost of any Software, Licensing, or Software Renewal or Upgrade Fees, excluding an annual upgrade included in section 6.
  4. The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees.
  5. The cost to bring Client's environment up to minimum standards required for Services.
  1. Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
  1. Service and repair made necessary by the alteration or modification of equipment other than that authorized by Service Provider, including alterations, software installations or modifications of equipment made by Client's employees or anyone other than Service Provider.
  1. Maintenance of Applications software packages, whether acquired from Service Provider or any other source unless as specified in Appendix B.
  2. Programming (modification of software code) and program (software) maintenance unless as specified in Appendix B.
  3. Training services of any kind.

9. Confidentiality

Service Provider and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services and will protect against unauthorized use.

10.Non-Solicitation

Client acknowledges they have retained the services of CDS Office Technologies (CDS) and its Employees, due to CDS’ Employees’ unique skills and knowledge in the field. Client further acknowledges that CDS has expended time, effort, resources, and expense in developing its Employees’ skills and knowledge. Accordingly, and in consideration for the services provided hereunder, Client agrees that during the term of this agreement and for a period of one year after the end of this agreement, Client shall not solicit nor employ any person who is employed by CDS at any time during the term of this agreement. Should Client decide to hire a CDS employee notwithstanding the agreement above, Client agrees to pay CDS a placement fee of 30% of the Employees’ first year total compensation by Client. Upon said hire within the time described above, Client will give written notice to CDS of its hiring, as well as written notice of Employee’s first year compensation. The fee described shall be due thirty (30) days within invoice for such.

11. Miscellaneous

This Agreement shall be governed by the laws of the State of Illinois. It constitutes the entire Agreement between the Client and Service Provider for monitoring, maintenance, service, of all equipment listed in “Appendix B.” Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Client.

Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of any governmental body, war, God or third party provision of services.

CDS/Service Provider Indemnification: CDS shall indemnify, defend, and hold harmless Client, its directors, officers, employees and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney’s fees, to the extent that the claim is based upon a claim that if true, would constitute a breach of any of CDS’s representations, warranties, or obligations hereunder, arises out of the negligence or willful misconduct of CDS, or arises out of any allegation that the CDS Services or materials infringe or violate any patents, copyrights, trade names, trade secrets, licenses, or other rights of any third party.

Client Indemnification: Client will indemnify, save harmless, and defend CDS/Service Provider and all employees, officers, directors and agents of Service Provider from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings and expenses threatened, asserted, or filed by a third party against Service Provider arising out of or relating to the use of the Services by Client, including any violation of any Service Provider policy by Client; a breach of any of Client’s representations, warranties, or obligations hereunder; negligence of willful misconduct of Client; or a claim that any of the materials or content provide by Client infringes or violated any patents, copyrights, trade names, trade secrets, licenses, or other rights of any third party.

12. Acceptance of Service Agreement

This Service Agreement covers only those services and equipment listed in "Appendix B and Appendix C." Service Provider must deem acceptable any equipment/services Client may want to add to this Agreement after the effective date. The addition of equipment/services not listed in "Appendix C" at the signing of this Agreement, if acceptable to Service Provider, shall result in an adjustment to the Client's monthly charges.

IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be signed by their duly authorized representatives as of the date set forth below.

Accepted by:

Authorized SignatureClientDate

Authorized SignatureCDS Office TechnologiesDate

Appendix A

Response and Resolution Times

The following table shows the targeted response and resolution times for each priority level:

Trouble / Priority / Response time (in hours) / Resolution time (in hours) / Escalation threshold (in hours)
Service not available (all users and functions unavailable) / 1 / Within 1 hour / ASAP – Best Effort / 2 hours
Significant degradation of service (large number of users or business critical functions affected) / 2 / Within 4 hours / ASAP – Best Effort / 8 hours
Limited degradation of service (limited number of users or functions affected, business process can continue) / 3 / Within 24 hours / ASAP – Best Effort / 48 hours
Small service degradation (business process can continue, one user affected) / 4 / Within 48 hours / ASAP – Best Effort / 96 hours

Appendix B

Remote Support
  • Help Desk M-F (8:00 AM to 5:00 PM CST)
Microsoft OS & Arbitrator
Network Connectivity
Maintenance & Monitoring - Server
  • Monthly Status Reporting
  • Service Availability Monitoring
  • Event Log Monitoring
  • Drive Space Monitoring
  • Log File Maintenance
  • Monitor Attached Network Devices

Security/Update - Server
  • Microsoft Patch Management
OS Security Patches
OS Critical Patches
  • Anti-virus – Definition File Updates
  • Anti-virus Software Management
  • Security Administration
  • Malware Infection – Removal
  • Virus Infection – Removal
  • Remote Support
  • Remote Business Application Access

Managed Network Services

Service Rates & Exclusions

Arbitrator Server Operating System Service Rates / Rate
  • Remote SafeServ Updates and Repairs—M-F, 8AM - 5PM
/ Included
  • Remote Arbitrator Server Operating Systems Patches—M-F, 8AM - 5PM
/ Included
  • Onsite SafeServ or CommandR Patches and Fixes—M-F, 8AM - 5PM
/ $100 / hr.
Extended – Contract Rate x 1.5 (1hr. minimum) / $150 / hr.
  • Monday through Friday, 5:01 pm-7:59 am
Service Provider will invoice the Client for services required outside of contracted services on a time and materials basis at Service Provider’s out of scope labor rate, with a one (1) hour minimum
Weekend – Contract Rate x 2 (2hr. minimum) / $200 / hr.
  • Saturdays, Sundays and National Holidays

Standard Service Rates / Rate
  • All labor not relating to the SafeServ, CommandR, and the Arbitrator Server Operating System—M-F, 8AM - 5PM
/ $150 / hr.
Excluded Services
All hardware purchases will be billed separately from this agreement / Excluded
Technical project work or work that falls outside the day to day support / Excluded
Software programming work / Excluded
Network drops and cabling work / Excluded
Printer, copier and multifunction hardware repair / Excluded
Phone system, phone replacement or maintenance / Excluded
Specialty software support (ERP/Accounting Systems, CRM, CAD Applications, etc.) Service Provider will assist with troubleshooting the application, but not offer resolution for any 3rd party specialty application software / Excluded
Any unreasonable service request that falls outside the primary offerings of Service Provider / Excluded

Managed Network Services Agreement

Appendix C

Covered Equipment Summary / Number of Units
Managed Servers: / 1
Managed Network/Firewall/Security:
Other (please explain):

This agreement covers the following Client locations:

Site No. / Address
1

This agreement covers the following Client Devices:

Site No. / Device Name / Device Serial Number / Device type
(Server, Desktop, Laptop)
1 / Arbitrator / Server

1

Rev 3/14