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1541 TSG The Signature Group151 It x DOCUMENT APPROVAL 10/ 1 1/2012 3:30 PM Contract Agreement Name TSG The Signature Group Agreement C - � - I., Finance Director f A X4 kyyttomeyy la-// 70IU Date to �, : Date o -- I G - l Date P�� THE SIGNATURE GROUP, INC. CONFIDENTIAL T45.3-; Sr,;Aw rjf~ Network Maintenance - & Support Agreement THE .... -GROUP Natwnrk Maintenance & Sunnort Agreement - This Network Maintenance and Support Agreement (this "Agreement), effective as of this 15th Day of September, 2012 ( "Effective Date ") is made and entered into between TSG, Inc., a Virginia corporation authorized to condu business in the State of Florida, with offices at 8229 Boone Blvd., Suite 820, Vienna, Virginia 22182 ( "Consultant "), and City of Sanford, with offices at 300 North Park Avenue, Sanford, Florida 32771 ( "Client "). Consultant shall be referred to in this agreement from time -to -time as "TSG' and the City of Sanford shall be referred to in this agreement as the "Client ". This agreement defines the services ( "Services ") and deliverables ( "Deliverables ") that TSG shall provide to the Client. This agreement consists of this signature page and the following sections and the exhibits and schedules identified in the List of Exhibits and Schedules section hereof, all of which are incorporated in this agreement by this reference: Sections 1. Services 2. Charges 3. Pricing, Terms and Payment 4. Designated Contacts S. Escalation Procedures 6. Responsibilities of TSG 7. Responsibilities of Client 8. Term; Termination 9. Default 10. Warranty 11. Notices 12. Limitation of Liability 13. Additional Terms and Conditions 14. List of Exhibits and Schedules SERVICES 1.1 The parties desire to enter an agreement relative to the provision of maintenance and support services described in this Agreement, and TSG has agreed to provide such services to the Client, which shall be governed by the terms and conditions of this Agreement. 1.2 TSG shall provide the following services (the "Work ") described on the marked exhibits listed below, which exhibits are attached hereto and made a part hereof (the marked exhibits are collectively referred to herein as the "Work Statement "): Network Monitoring, Analysis and Reporting - Exhibit A Server Monitoring, Analysis and Reporting - Exhibit B Application Monitoring, Analysis and Reporting - Exhibit C Remote IT Telephone Support - Exhibit D II Patch Management - Exhibit E ❑ Backup Management - Exhibit F [l Corporate Anti -Virus Management - Exhibit G f g Moves /Adds /Changes /Deletes ( "MACDs ") - Exhibit H Agreement Date: September 9, 2012 Page 1 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL �v� THE - - - - - - - - -GROUP Onsite Field Support - Exhibit I II Remote Help Desk - Exhibit Q Hosted Email /Exchange Hosting - Exhibit K [] SharePoint Hosting - Exhibit L L] Collocation Services - Exhibit M E Client Access - Exhibit N Client Reporting - Exhibit 0 Quarterly Business Review - Exhibit P Change Request Form - Exhibit Same Letters of Agency - Exhibit R Fault, Severity and SLA Definitions - Exhibit S Scy�ratwreeaae Network Maintenance & Support Agreement 1.3 The services to be provided to Client under this Agreement are limited to the specific services described in the Work Statement and any additional services requested by Client outside the scope of the Work Statement must be identified and documented separately in writing(s) executed and delivered by both TSG and the Client. 1.4 In the event Client desires to change the scope of the Work Statement, the following procedures shall apply: 1.4.1 Upon request, TSG shall provide Client with a Change Request Form, Exhibit Q. This form shall be used to administratively track changes to Work Statement. 1.4.2 TSG shall respond to an executed Change Request Form submitted by Client as soon as reasonably practicable with a quotation or a Change Order. Requested changes will not be instituted unless and until Client executes and delivers the Change Order form provided by TSG in response to a Change Request Form submitted by Client. 1.4.3 Client agrees to pay TSG for any additional charges that may be incurred as a result of changes to the Work Statement. 1.5 Except to the extent expressly provided in the Work Statement, services provided hereunder do not include: 1.5.1 Electrical work external to the serviced equipment; 1.5.2 Network and telephone cable plant work; 1.5.3 Repair of damage resulting from accident, transportation, neglect or misuse, acts of nature, acts of god, operation of the equipment outside the manufacturer's environmental specification, failure of electrical power, failure of environmental controls or HVAC, causes other than ordinary use, physical failure of the telephone facilities, or failure or issues associated with client telephony and data cable infrastructure. 1.5.4 Furnishing supplies or accessories, painting, or refinishing the equipment or furnishing material therefore, making specification changes or performing services connected with relocation of machines, or adding or removing accessories, attachments or other devices; 1.5.5 Services which are impractical for our representatives to render because of alterations to the equipment, or its connection by mechanical or electrical means to other devices, or alterations to operating system; Agreement Date: September 9, 2012 Page 2 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. Network Maintenance CONFIDENTIAL T zSs; G ' & Support Agreement THE - -GROUP 1.5.6 System engineering services, software programming and upgrades to most current revision level other than for remediation of a reported outage, remediation of bug fixes or for safety reasons as specified by the equipment manufacturer or as covered by Schedule 1.1; 1.5.7 Remediation of client created failures or the results of a client upgrade or migration failure; 1.5.8 Equipment modifications mandated by manufacturer as a preventive measure and not as remediation of a reported outage; 1.5.9 The cost to obtain equipment to replacement or remediate systems or platforms or components. All replacement equipment shall be obtained through manufacture service contracts or be purchased through distribution and billed to client. 2.0 CHARGES 2.1 TSG shall charge for Work identified on the Equipment Coverage List, attached hereto and made a part hereof as Schedule 1.1 2.2 Fault and Performance Monitoring charges are based upon a per network device, per year, price. A network device is defined as Simple Network Management Protocol ( "SNMP ") manageable and configurable WAN /LAN unit residing on the client's premises (i.e. Router, Switch, Voice Gateway, and Server, Operating System, or Application). Telephones are not monitored under the standard offering. All network devices each count as one (1) device regardless of size or active interfaces. Standard pricing assumes a minimum of an annual contract. 2.3 Services requested by the Client outside the scope of the Work Statement shall be chargeable at TSG's standard time and material rates then in effect at the time such additional services are requested or against client's active prepaid agreement. Client acknowledges and agrees that the following services are outside the scope of the Work Statement and Client will be billed and shall pay for such services on a time and material basis: 2.3.1 Time spent by TSG personnel or its agents waiting to gain access to the faulty equipment, if the wait is longer than fifteen (15) minutes. 2.3.2 Cost of any on -site service call (time and travel expense of TSG's personnel or its agents), which the Client requested when a "no trouble found" situation occurs with the equipment at the location. 2.3.3 Re- installation charges for equipment improperly installed by the Client or its representatives. 2.3.4 Repair or replacements caused by or resulting from Client's neglect, misuse or negligence. 2.4 A documentation, design review and passive monitoring phase are included to validate the systems, design and documentation are in compliance with TSG's standards increasing the success of supporting clients systems. Any remediation to bring the systems, deployment and documentation into TSG standards or to resolve issues found during turn -up and passive monitoring are considered out of scope and invoiced outside the scope of this contract per section 2.3. 3.0 PRICING, TERMS AND PAYMENT M Annual Service Agreement a Multi -Year Service Agreement Q 2 Year Service Agreement 3 Year Service Agreement Agreement Date: September 9, 2012 Page 3 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL Tq-.Ctz 4.6.� THE - - - - -- -GROUP D 5 Year Service Agreement Sigratroreewre Network Maintenance & Support Agreement The Signature Group offers SignatureCare services on an annual or multi -year term basis. There is a one -time setup fee for all SignatureCare contracts. After the initial term is complete, a 5% increase will be applied to the Annual fee and again at each renewal of each term. Pricing for multi- year contracts includes a discount to the annual fee and protection against future annual fee increases. 3.1 Service Pricing - Signature Care Service Pricing One Time Setup Fee $ 1,050.00 Annual SignatureCare Service Fee $ 10,360.00 3.2 The one time setup fee will be invoiced immediately upon signing the SignatureCare Network Maintenance and Support Agreement. Terms on the invoice are due upon receipt. Monitoring services may not commence prior to receipt of payment of the setup fees. 3.3 The SignatureCare annual service agreement fee will be invoiced in full ten (10) business days before the SERVICE LIVE -DATE (defined in Section 14.3). The annual fee of $10,360.00 is due and payable to The Signature Group Inc. prior to the commencement of live service. (Submission of payments will be considered sufficient only if personally delivered, delivered by a major commercial rapid delivery courier service with next business day delivery and tracking capabilities and costs prepaid, or mailed by prepaid certified or registered mail, return receipt requested, to the party identified in Section 1.1 within this Agreement.) 3.4 Services performed within the scope of the Work Statement shall be invoiced on an annual basis in advance of each renewal year. Client is provided ten (10) business days from each invoicing date to submit payment. 3.5 Services performed outside of the Work Statement, shall be invoiced monthly to Client on a Time and Materials ( "T &M ") basis or on an existing Prepaid Services Contract. Amounts incurred by TSG for any reasonable travel or living expenses and /or materials /equipment in support of this agreement shall be paid separately to TSG. 3.6 Invoices for out of scope work shall be payable by Client within thirty (30) days from the date of the invoice. Overdue invoices may be assessed a late payment charge at the rate of one and one half percent (1 -1/2 %) per month commencing on the 30th day after the invoice date, but in no event shall such charge be in excess of the lawful maximum rate. 3.7 Should Client have a dispute over any TSG invoice, Client agrees to notify TSG in writing of the details of such dispute within fifteen (15) days of the date of the invoice so as to allow TSG to take appropriate action to address Client's concerns. If written notice is not received within fifteen (15) days, the invoice will be deemed accurate and payable under the terms outlined in Section 3 of this Agreement. All other outstanding invoices not under dispute should continue to be paid within the terms defined in this agreement. 4.0 DESIGNATED CONTACTS 4.1 Unless specified otherwise in writing, the primary contacts for Client and TSG shall be: Agreement Date: September 9, 2012 Page 4 of 32 TEMPLATE v3.0 THE SIGNATURE GROUP, INC. Scgratureeare Network Maintenance CONFIDENTIAL TSG & Support Agreement THE ....... -- - - - - -- -GROUP Client Contact: Christopher M. McDeed Telephone Number: (407) 688 -5204 E -mail address: Christopher.McDeed @sanfordfl.gov With Copy to: F. William Smith PO Box 1788 Sanford, FL 32772 Telephone Number: (407)688 -5028 E -Mail Address: bill.smith @sanfordfl.gov TSG Contact: NOC Operations Manager Telephone Number: 800 - 734 -7013 Facsimile Number: 703- 734 -9477 General Information E -mail address *: noc- o p s @tsginc.b * Client shall be assigned a UNIQUE email address for opening tickets during the turn up process which shall be documented in the client service manual 5.0 ESCALATION PROCEDURES Client and TSG shall mutually develop and agree to an Escalation Procedure upon execution of this agreement. TSG shall also create a client service manual detailing the escalation contacts and procedures mutually agreed upon that shall be used as the defining processes for the TSG for this contract. Once the Client Service Manual has been prepared and finalized, the Escalation Procedure set forth in Client Service Manual shall apply. 6.0 RESPONSIBILITIES OF TSG 6.1 TSG shall perform Work described in the Work Statement in a professional and timely manner in accordance with the terms of the Work Statement and in such a manner as to minimize interference with the operations of the Client. 6.2 TSG shall provide all resources, facilities, management, labor, expertise, skills, tools and equipment necessary for the performance of the Work. 6.3 For any Work performed at Client's offices, at the end of each day TSG shall remove any trash, tools, equipment or other material that is unsightly or that may be a potential hazard. 6.4 TSG shall obtain and that it maintain all licenses, permits and approvals required by any federal, state or local licensing, regulatory, or other agency for performance of the work required by this Agreement. TSG shall comply with all applicable state and local laws, ordinances, codes, regulations, rules, policies and procedures and all applicable federal laws, Presidential Executive Orders, and government regulations, and the requirements of any other public or private authority, respecting the performance by TSG of its duties and responsibilities under this Agreement. 6.5 TSG shall have the right to subcontract or delegate a portion of its obligations hereunder without the prior written consent of Client; provided, however, that (i) TSG shall have assured, and hereby represents and warrants, that all such subcontractors have suitable training, experience, capabilities, skill and licenses to perform the Work, (ii) TSG shall cause each and every such subcontractor to agree to and abide by the terms and conditions of this Agreement, and (iii) TSG shall at all times remain primarily liable for any and all services performed by such subcontractors. Agreement Date: September 9, 2012 Page 5 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. Scyratureearr Network Maintenance CONFIDENTIAL & Support Agreement Tie - - - - - - -- - GROUP 7.0 RESPONSIBILITIES OF CLIENT 7.1 Client shall provide TSG with site contact information for each contracted location to facilitate access to equipment and connection terminations, along with out -of -hours access procedures. 7.2 Client shall provide TSG with the necessary security information including dial -in numbers, access IDs, passwords, and supervisory connection to each network, SNMP community names to allow TSG to isolate and diagnose faults and poll the network adequately. 7.3 Client shall provide TSG with notification contacts and escalation lists during business and non - business hours, including, if TSG is responsible for managing outside vendors under a letters of agency, contact information and escalation processes within the support vendor organizations. 7.4 If TSG is responsible for managing outside vendors, Client shall execute letters of agency (sample letter of agency can be found in Exhibit R ) notifying the applicable vendors that TSG shall represent the Client by isolating and troubleshooting Client's network problems. 7.5 Client shall supply a connection to the Internet and, when applicable, a backup circuit to support the TSG - supplied VPN equipment. 7.6 Client shall notify TSG within 48 hours of any changes to the contracted devices by Client 7.7 For all equipment being supported via this contract, Client shall maintain a valid vendor hardware replacement support contract to deliver hardware replacements and a valid vendor software support contract to enable software upgrade, bug fix, firmware upgrades as necessary to meet SLA's required by Client and shall provide TSG with all contract numbers. 7.7.1 There are instances where TSG shall allow a part to be included in this contract without a hardware replacement support contract. In these instances, each part must be identified and approved by TSG. If replacement equipment is required for this hardware, it shall be purchased by TSG through distribution and billed to client. Be aware there is no guarantee on parts replacement timeframes under this arrangement and it could take significantly longer to obtain a replacement part than if the part was covered by a vendor hardware contract. Client understands this risk they are taking on in this scenario. 7.8 Client shall maintain the overall security of the network per standard operating procedures agreed to by TSG and Client. 7.9 Client shall provide timely access to the Client site(s) as needed for TSG to perform the Work and meet contractual SLAB. 8.0 TERM; TERMINATION 8.1 The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of one (1) year from SERVICE LIVE -DATE; Client shall be presented with an acknowledgement form for signature confirming acceptance and defining SERVICE LIVE -DATE defined in Section 14.3 of this Agreement. At the completion of this initial term, the agreement shall be automatically renewed and extended for a period of one (1) year, and shall continue to automatically renew for one (1) year periods unless a written termination notice is provided by the Client not less than thirty (30) days prior to the expiration date. 8.2 This Agreement may be terminated by either party by written notice to the other party upon the occurrence, and during the continuation of, an Event of Default as defined in Section 9 of this Agreement by the other party. In the event of any termination under this Section 8.2 the non - Agreement Date: September 9, 2012 Page 6 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. Network Maintenance CONFIDENTIAL S & Support Agreement THE - - - -- -GROUP defaulting party shall have all rights and remedies available under this Agreement, at law and /or in equity, all of which rights and remedies shall be cumulative. 9.0 DEFAULT 9.1 The occurrence of any of the following shall constitute an Event of Default under this Agreement: 9.1.1 Failure of Client to pay any amounts due TSG hereunder, which failure continues for a period of fifteen (15) calendar days after written notice thereof from TSG to Client. 9.1.2 Any other material breach of this Agreement and /or any WORK STATEMENT by either party which continues for more than thirty (30) days following written notice. 10.0 WARRANTY 10.1 TSG warrants that the services provided shall be performed in a competent manner by personnel with suitable training, experience, capabilities, skill and licenses to perform the Work and shall be free from defects in workmanship for a period of thirty (30) days following completion of the specific event. In the event of a breach of the foregoing, as Client's sole and exclusive remedy, TSG shall, without charge and as soon as reasonably practicable, repair, replace, re- perform and /or modify the affected Work so as to promptly correct such breach. 10.2 TSG does not warrant uninterrupted or error -free operation of equipment or software. TSG shall have no obligation whatsoever under the warranty provisions above with respect to defects relating, but not limited to, any of the following: 10.2.1 Incomplete, inaccurate or inappropriate data supplied by Client; 10.2.2 Installation, wiring, repair or use other than as specified and authorized by the manufacturer or TSG; 10.2.3 Use of the equipment or software with other equipment or software not supplied or authorized by TSG; 10.2.4 Modification of the equipment, software use, or possession without the prior written consent of manufacturer or TSG; 10.2.5 Subjecting the equipment or software to environmental, power or operating conditions other than as specified and authorized by manufacturer or TSG; 10.2.6 Subjecting the equipment or software to misuse, abuse, neglect, negligence, accident, unusual hazard or disasters, including without limitation, fire, flood, water, wind, lightning or other acts of nature; 10.2.7 Use of replacement parts not supplied by manufacturer of the equipment or TSG. 10.3 EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT OR A WORK STATEMENT AND IN LIEU OF ALL OTHER WARRANTIES, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TSG HAS NO OBLIGATION WITH RESPECT TO THE SERVICES PERFORMED OR COMPUTER PRODUCTS SOLD AND DELIVERED, EXCEPT AS EXPLICITLY SET FORTH IN THIS WORK STATEMENT. TSG SHALL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS Agreement Date: September 9, 2012 Page 7 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. Sc�nauiae6w Network Maintenance CONFIDENTIAL & Support Agreement THE - MOM - - - - - -- -GROUP IDENTIFIED TO CLIENT BY TSG DURING ANY ASPECT OF A PROJECT UNDER THIS WORK STATEMENT OR OTHERWISE. 11.0 NOTICES All notices intended for the parties shall be in writing and effective if sent to their respective addresses set forth in the preamble to this Agreement; if to Client address to Client Contact with copy as indicated if to TSG, Attention: Legal Services Department. Notices under this Agreement will be sufficient only if (i) personally delivered, (ii) delivered by a major commercial rapid delivery courier service with next business day delivery and tracking capabilities and costs prepaid, or (iii) mailed by prepaid certified or registered mail, return receipt requested, to a party at its address first set forth in this Agreement. If not received sooner, notices by mail shall be deemed received three (3) days after deposit in the U.S. mails. 12.0 LIABILITY (a). To the fullest extent permitted by law, TSG shall indemnify, hold harmless, and defend the Client, its agents, servants, officers, officials, and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused by the material breach of this Agreement by TSG, or by the gross negligent act, gross negligent failure to act, malfeasance, misfeasance, , or misconduct of TSG, its agents, servants, officers, officials, employees, or subcontractors. (b). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to the TSG for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the Client as set forth in Section 768.28, Florida Statutes. (d). In claims against any person or entity indemnified under this Section by an employee of TSG or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for TSG or its agents or subcontractors, under workers compensation acts, disability benefits acts, or other employee benefit acts. (e). The execution of this Agreement by TSG shall obligate TSG to comply with the indemnification provision in this Agreement; provided, however, that TSG shall also comply with the requirements of the Client relating to insurance coverages consistent with the policies of the Client. TSG SHALL IN NO EVENT HAVE ANY LIABILITY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OR RELATED TO THIS AGREEMENT OR ANY WORK STATEMENT OR ADDENDUM, OR THE PROPOSAL OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF TSG IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13.0 OTHER TERMS AND CONDITIONS 13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 13.2 The Parties agree the state courts having jurisdiction over Seminole County, Florida and the Federal courts for the Middle District of Florida, shall have exclusive jurisdiction and venue over any litigation or other proceedings relating to or arising out of this Agreement and /or any Work Agreement Date: September 9, 2012 Page 8 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. SnraluaeeauNetwork Maintenance CONFIDENTIAL S/ & Support Agreement THE -- GROUP Statement hereunder, whether sounding in contract or tort. Each party hereby waives trial by jury to the fullest extent permitted by law. 13.3 This Agreement shall inure to the benefit and be binding upon the parties and their permitted successors and assigns. The provisions of this Agreement regarding payment, warranty and limitation of liability shall survive the expiration or termination of this Agreement. 13.4 In the event that one or more of the provisions contained herein shall for any reason be held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provisions had never been contained herein. 13.5 This Agreement and matters specifically incorporated herein by reference, constitute the entire agreement between the parties hereto and supersede all prior and contemporaneous agreements or understandings between the parties in connection with the subject matter hereof. This Agreement may not be changed or modified in any manner except by written instrument signed by the parties hereto. 13.6 In the event of any conflict, inconsistency or ambiguity between the terms and conditions of this Agreement and the terms and conditions of a Work Statement, the terms and conditions of the Work Statement shall control. 13.7 In the event of any dispute between the parties concerning the performance of a party hereunder, the party asserting the dispute shall provide written notice of such dispute to the other party setting forth in detail the substance of the dispute and such party's proposed resolution thereof. Upon receipt of a written notice, the party receiving such notice have a period of ten (10) days to respond in writing to the other party setting forth such party's position as to the dispute and a proposed resolution of thereof. The parties agree to negotiate in good faith in an attempt to resolve the dispute for a period of not less than five (5) days after delivery of the response. In the event the parties are unable to resolve a dispute within the time frame set forth in this Section 13, then each party shall be entitled to pursue such other remedies as may be available under this Agreement or applicable law. 13.8 In the event of any litigation or other proceedings to enforce the terms of this Agreement and /or any Work Statement hereunder, the prevailing party in such litigation or other proceedings shall be entitled to reimbursement from the other party of all of its costs and expenses (including reasonable attorneys' fees) incurred in such litigation or other proceedings. 13.9 Except for obligations to pay amounts due hereunder, neither party shall be deemed to be in default nor be responsible for delays or failures in performance resulting from acts beyond the reasonable control ,of such Oarty. Such acts shall include, but not be limited to, acts of nature, strikes, lockouts, riots, acts of war; acts of terrorism, epidemics, governmental action or inaction, trade embargoes, fire, communication line failures, power failures, earthquakes, or other disasters. 14.0 LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit A Network Monitoring, Analysis and Reporting Exhibit B Server Monitoring, Analysis and Reporting Exhibit C Application Monitoring, Analysis and Reporting Agreement Date: September 9, 2012 Page 9 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL TSIS3 THE ..._ - __ GROUP Exhibit D Remote IT Telephone Support Exhibit E N/A Exhibit F N/A Exhibit G N/A Exhibit H Moves /Adds /Changes /Deletes ( "MACD ") Exhibit I On -Site Field Support Exhibit I N/A Exhibit K N/A Exhibit L N/A Exhibit M N/A Exhibit N Client Access Exhibit 0 Client Reporting Exhibit P Quarterly Business Review Exhibit Q Change Request Form Exhibit R Same Letters of Agency Exhibit S Fault, Severity and SLA Definitions Schedules Schedule 1.1 - Equipment Coverage List Schedule 1.2 - Locations Covered _Tejx jt A''rwNetwork Maintenance & Support Agreement IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have caused this agreement to be duly executed. By: INC. By: rr Name: Title: CEO Date: " 13o> 1 IZ Attest. Attest: By: Name: Remaru Burc h Title: ✓e 14cru //)ti! Date: anet Dougherty, City Clerk it For use and reliance of the Sanford City Commission only. Approve prove as to wwAwA Lleg lity. illiam L. Colbert City Attorney ✓ Agreement Date: September 9, 2012 Page 10 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL Agreement Date: September 9, 2012 TEMPLATE v3.0 THE - - - - -- -GROUP END OF AGREEMENT Sr0&4e4zejf4rae Network Maintenance & Support Agreement Page 11 of 32 THE SIGNATURE GROUP, INC. CONFIDENTIAL 14.1- EXHIBITS FOLLOW T 1, 1 � S� � TME 101M - - - - - -- -GROUP Scgsatuze�auNetwork Maintenance & Support Agreement EXHIBIT A — NETWORK MONITORING, ANALYSIS AND REPORTING Service Overview TSG shall deliver around - the - clock, up /down fault monitoring, key performance and utilization statistics on the network infrastructure devices identified in Schedule 1.1 of this agreement. This service is to rapidly identify issues that may affect the operation or performance of the network infrastructure. The network monitoring enhances business continuity and provides a proactive approach for increasing the stability and proper functionality of the network. Utilizing SNMP hardware and application agents as appropriate, TSG shall monitor performance statistics of network devices and circuits in order to detect issues and respond appropriately to remediate. When performing these services as part of the support agreement, TSG shall: • Provide 24 hrs a day, 7 days a week, 365 days a year (247065) real -time and proactive monitoring, trap processing and archiving of the events in the current and historical event logs of the Client's SNMP enabled devices as identified in Schedule 1.1 of this Agreement. • Contracted devices and /or applications shall be polled by the management server at regular intervals as appropriate for the polling device. This would be dependent on the client's connectivity and bandwidth to the internet and /or wide area network as appropriate for each service location. • For devices identified as Full Remediation in Schedule 1.1, TSG shall: • Detect, isolate, diagnose, test, resolve, and document issues within TSG's Client Trouble Ticketing System. • Perform problem diagnosis and resolution per the specified timeframes within TSG's fault management process, escalation process or third parties' escalation process. • Take ownership of resolution of the identified problem(s) on behalf of the Client and act as an agent for the Client under executed letters of agency with third -party entities (i.e. carrier, parts replacement vendor, etc...) when necessary for resolution. • Dispatch on -site support for third party entities as required per the Coverage Levels identified in Schedule 1.1. • For devices identified as Notify Only in Schedule 1.1, TSG shall: • Detect, triage (provide as much of a diagnosis as possible), and document issues within TSG's Client Trouble Ticketing System. • Notify the Client of the status and progress of all faults per Service Level Agreement outlined in Schedule 1.1 so that the Client's IT Staff can proceed with remediation of the identified issue • When connecting into Client's network for monitoring purposes, TSG shall: • Install and maintain any TSG -owned equipment deployed on Client's premise for use in delivering monitoring services. • Safeguard proprietary information and take all necessary precautions to provide a secure management connection between the NOC and the managed network. • For IOS based devices, TSG shall perform regular configuration backup for the contracted devices in Client's network identified in Schedule 1.1. The schedule shall be determined during turn up based on the frequency that the client's devices are updated in client's environment. When performing configuration backup services as part of the support agreement, TSG shall: Agreement Date: September 9, 2012 Page 12 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. �l Scyratureeau Network Maintenance CONFIDENTIAL & Support Agreement THE - - --- GROUP • Remotely access contracted devices and retrieve the active configurations • Archive and store at least the latest two configurations in a secure client database • Provide the last archived configuration to assist with rapid recovery in the event of configuration loss or changes (including during any outage or disaster), or performance issues. Some Key Items Not Covered in this Service TSG does not include the following services under this Exhibit: • Installation of upgrades to memory, processor or any other hardware that may be recommended during the term of the contract. Installation of new applications. Application /Event /Security Log Monitoring. Agreement Date: September 9, 2012 Page 13 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. SCynvWe,~ Network Maintenance CONFIDENTIAL &Support Agreement THE - - - - - -- -GROUP EXHIBIT B - SERVER MONITORING, ANALYSIS AND REPORTING Service Overview TSG shall deliver around - the - clock, up /down fault monitoring and key performance and utilization statistics on the servers as identified in Schedule 1.1 of this agreement. This service is to rapidly identify issues that may affect the operation or performance of the server infrastructure. The monitoring enhances business continuity and provides a proactive approach for increasing the stability and proper functionality of the servers. Utilizing SNMP hardware and application agents as appropriate, TSG shall monitor performance statistics of servers, including hardware, in order to detect and respond appropriately to remediate. When performing these services as part of a support agreement, TSG shall: • Provide 24 hrs a day, 7 days a week, 365 days a year (247065) real -time and proactive monitoring, trap processing and archiving of the events in the current and historical event logs of the Client's SNMP enabled servers as identified in Schedule 1.1 of this Agreement. • Contracted servers shall be polled by the management server at regular intervals as appropriate for the polling device; this would be dependent on the client's connectivity and bandwidth to the internet and /or wide area network as appropriate for each service location. • For devices identified as Full Remediation in Schedule 1.1, TSG shall: • Detect, isolate, diagnose, test, resolve, and document issues within TSG's Client Trouble Ticketing System. • Perform problem diagnosis and resolution per the specified timeframes within TSG's fault management process, escalation process or third parties' escalation process. • Take ownership of resolution of the identified problem(s) on behalf of the Client and act as an agent for the Client under executed letters of agency with third -party entities (i.e. carrier, parts replacement vendor, etc...) when necessary for resolution. • Dispatch on -site support for third party entities as required per the Coverage Levels identified in Schedule 1.1. • For devices identified as Notify Only in Schedule 1.1, TSG shall: • Detect, triage (provide as much of a diagnosis as possible), and document issues within TSG's Client Trouble Ticketing System. • Notify the Client of the status and progress of all faults per Service Level Agreement outlined in Schedule 1.1 so that the Client's IT Staff can proceed with remediation of the identified issue • When connecting into Client's network for monitoring purposes, TSG shall: • Install and maintain any TSG -owned equipment deployed on Client's premise for use in delivering monitoring services. • Safeguard proprietary information and take all necessary precautions to provide a secure management connection between the NOC into the managed network. • Services that shall be available to be monitored: o General Server: • Storage and hard drive utilization and performance • Drive Defragmentation as required up to 2x a year per server • CPU utilization and statistics • Memory utilization and statistics • Hardware degradation Agreement Date: September 9, 2012 Page 14 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. Scgratuzeease Network Maintenance CONFIDENTIAL `Y & Support Agreement GROUP • Operating System Health • Critical Microsoft OS Services Some Key Items Not Covered in this Service TSG does not include the following services under this Exhibit: • Installation of upgrades to memory, processor or any other hardware that may be recommended during the term of the contract. • Installation of new applications. • Support and /or resolution of issues caused by the installation of new application(s) on a monitored server by the client or third party that affect the performance and /or operation of the server. • Application /Event /Security Log Monitoring. Agreement Date: September 9, 2012 Page 15 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL Service Overview THE - - - -- - - - - - -- - GROUP _Te KA uz e~ Network Maintenance & Support Agreement EXHIBIT C — APPLICATION MONITORING, ANALYSIS AND REPORTING TSG shall deliver around - the - clock, up /down fault monitoring and key performance and utilization statistics on the servers as identified in Schedule 1.1 of this agreement. This service is to rapidly identify issues that may affect the operation or performance of the server infrastructure. The monitoring enhances business continuity and provides a proactive approach for increasing the stability and proper functionality of the servers. Utilizing SNMP, URL, and application agents as appropriate, TSG shall monitor the performance statistics of applications in order to detect and respond appropriately to remediate. When performing these services as part of a S*va&reeazesupport agreement, TSG shall: • Provide 24 hrs a day, 7 days a week, 365 days a year (247) real -time and proactive monitoring, trap processing and archiving of the events in the current and historical event logs of the Client's SNMP or URL based enabled applications as identified in Schedule 1.1 of this Agreement. • Contracted applications shall be polled by the management server at regular intervals as appropriate for the polling device; this would be dependent on the client's connectivity and bandwidth to the internet and /or wide area network as appropriate for each service location. • For devices identified as Full Remediation in Schedule 1.1, TSG shall: • Detect, isolate, diagnose, test, resolve, and document issues within TSG's Client Trouble Ticketing System. • Perform problem diagnosis and resolution per the specified timeframes within TSG's fault management process, escalation process or third parties' escalation process. • Take ownership of resolution of the identified problem(s) on behalf of the Client and act as an agent for the Client under executed letters of agency with third -party entities (i.e. carrier, parts replacement vendor, etc...) when necessary for resolution. • Dispatch on -site support for third party entities as required per the Coverage Levels identified in Schedule 1.1. • For devices identified as Notify Only in Schedule 1.1, TSG shall: • Detect, triage (provide as much of a diagnosis as possible), and document issues within TSG's Client Trouble Ticketing System. • Notify the Client of the status and progress of all faults per Service Level Agreement outlined in Schedule 1.1 so that the Client's IT Staff can proceed with remediation of the identified issue • When connecting into Client's network for monitoring purposes, TSG shall: • Install and maintain any TSG -owned equipment deployed on Client's premise for use in delivering monitoring services. • Safeguard proprietary information and take all necessary precautions to provide a secure management connection between the NOC into the managed network. • For application services identified in Schedule 1.1, TSG shall support the following: • APP:AD (Microsoft Active Directory (AD) Services) • AD Primary and Backup roles and services • AD Replication • DNS Lookup • AD Authentication • APP:EXCH (Microsoft Exchange Servers) Agreement Date: September 9, 2012 Page 16 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. Sc�eatunee~Network Maintenance CONFIDENTIAL`! & Support Agreement THE - - - -- - -- -GROUP • Critical Microsoft Exchange Services • Mail Round Trip Time -to -Live • Mailbox Usage Reports • APP:SQL (Microsoft SQL Database Servers) • Critical SQL Services • Health and performance of databases • SQL Performance Trending • APP: WEB (Microsoft Web Servers (IIS)) • Critical IIS Services • IIS Performance Trending • APP: CUCM (Cisco Unified Communications Manager) ■ Critical voice statistics to monitor health of server • APP: UNITY (Cisco Unified Communications Manager) • Unity Licensing • Critical voice statistics to monitor the health of server • APP:CITRIX (Citrix) • Client Connections • Client Applications and Services • APP:BACKUP (Backup Services) • Backup job completion and /or failures • Critical backup services to monitor the backup operations • APP:URL (Web URL Services) • URL based testing (including SSL) of static pages to verify static content • URL based forms testing (using POST /GET functionality) to verify return of content (commonly used to verify back -end database interaction) • Full Web based application testing may require client to create special pages and /or database entries for testing purposes to allow for predictable testing results • It is understood by client that the monitoring of custom applications is an iterative process that usually takes several weeks to refine as the testing and diagnostics are identified and honed by both the client and TSG's staff. A detailed understanding of how the client applications perform is required to monitor custom application. o APP:VMWARE (VMWare) ■ Critical statistics to monitor the health of server Some Key Items Not Covered in this Service TSG does not include the following services under this Exhibit: • Installation of new applications. • Support and /or resolution of issues caused by the installation of new application(s) on a monitored server by the client or third party that affect the performance and /or operation of the server. • Application /Event /Security Log Monitoring. Agreement Date: September 9, 2012 Page 17 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. S'cynatureecyre Network Maintenance CONFIDENTIAL G G & Support Agreement rriE -- - - - - -- GROUP EXHIBIT D — REMOTE IT TELEPHONE SUPPORT Service Overview Remote IT Telephone Support provides the ability for Client's IT staff to open support tickets as well as basic "how -to" questions or best practice guidance on devices covered within Schedule 1.1 of this Agreement. When contracting with TSG for remote IT telephone support, TSG technical support engineers shall be available to deliver Tier 1 -2 (basic triage and break /fix related items) 24x7x365 and Tier 3 Engineering remote support during standard business hours. When delivering remote IT telephone support, TSG shall: • Act as a central client contact • Detect and record events • Investigate and prioritize incidents • Notify and consult with clients • Manage life cycle of trouble records • Act as an agent on behalf of the client and mediate issues with vendors and carriers of covered devices in Schedule 1.1 • Receive technical support calls from the Client's IT Staff. • Respond to the best of TSG's ability to supported tickets. • Begin remote diagnosis procedures based on the severity matrix to pinpoint the reported problem and determine if the issue is software, hardware, circuit, or user related. • Open a trouble ticket documenting the issue and assign a severity rating based upon the issue's impact upon the business • For devices that are covered under full remediation, TSG shall: • Initiate remote diagnostic procedures to isolate the root cause of the problem. This may include gathering additional information about the issue from the Client contact and performing remote testing of the device. • Manage the problem through resolution. If the problem is site related, TSG shall work with the site contact to remediate the problem. If the problem is circuit - related, TSG shall open a ticket with the carrier under an executed letter of agency from the Client. If the problem is hardware - related or requires additional onsite diagnostics, TSG shall dispatch an onsite engineer and begin parts dispatch with the parts replacement vendor on behalf of the Client under an executed Letter of Agency. Agreement Date: September 9, 2012 Page 18 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL l TMe - -- - --- -GROUP S�eeNetwork Maintenance & Support Agreement EXHIBIT H — MOVES /ADDS /CHANGES /DELETES ( "MACD ") Service Overview TSG shall perform the remote administration tasks for user based moves, additions, changes or deletions (MACD) on the Client's supported systems as identified as MACD included in Schedule 1.1. This service is intended to limit the service impact for the client and to offload some of the daily administrative tasks associated with maintain the users on the covered applications. This service is not intended to be a complete replacement to the client's system administrator, but to augmentation to the client's existing administrative staff. This service covers basic MACD tasks and not intended for bulk changes defined as any changes affecting more than 5% of the total supported end user count during a calendar month's timeframe. Any changes that are above 5% in any single month will be considered a project and shall be bid outside the scope of this agreement. The MACD tasks included for the covered systems include: • Microsoft's Active Directory Services (APP: AD) • Add, Change and Disable User Accounts (To protect data integrity, TSG shall not delete accounts, but shall inactivate them) • Reset end user passwords (As per client's password policy and proper verification of end -user) • Set appropriate permissions on user accounts as per client's request (such as adding the accounts to specific security groups, distribution groups, etc) • Add, change or terminate user(s) from distribution groups • Add, Change and Terminate Users in Existing Distribution Groups • Add, Change and Terminate Users in Existing Security Groups • Microsoft's Exchange Email Services (APP: Exchange) • Change and Disable Existing Email Accounts (To protect data integrity, TSG shall not delete accounts, but shall inactivate them) • Add, Change and Delete Email Contacts to be used for external communications • Migrate email accounts between storage groups (move mailboxes from one existing mailbox storage group to another existing group, does not include the creation of a new group) • Cisco's Call Manager (APP:CM) • Add and change end user phone configurations and user account settings • Change Call Manager User passwords • Cisco's Unity Voicemail (APP:UNITY) o Unified Messaging: Add, Change and disable active directory /exchange user accounts and delete voice mail accounts o Unity Messaging Only: Add, Change and delete active directory/exchange user accounts and voice mail accounts o Change voice mail accessibility passwords • XMedius (APP:XMedius) o Add, change and disable fax user accounts • Cisco IPCC Express (APP:IPCC) o Add or remove users to existing queue groups • Cisco Presence (APP:Presence) Agreement Date: September 9, 2012 Page 19 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. SrradureeaceNetwork Maintenance CONFIDENTIAL & Support Agreement rHe - -�- -__ GROUP o Add, change and delete user accounts • Cisco Mobility (APP:Mobility) o Add, change and delete user accounts • Cisco Phone Proxy (APP:Proxy) o Add, change and delete user accounts • Network Infrastructure o Routers ■ Add, Change and Deletion of passwords • Switches ■ Change port VLAN membership • Wireless Access Points ■ Add, Change and Deletion of passwords • Security Infrastructure o Firewall ■ Add, Change and Deletion of passwords • Intrusion Prevention /Detection • Add, Change and Deletion of passwords • Perform monthly signature updates as per the release from Cisco Systems • Network Access Control • Add, Change and Deletion of passwords • Cisco MARS • Add, Change and Deletion of passwords • Add hosts into the appliance for monitoring and compliance • Cisco Secure Access Control Server • Add, Change and Deletion of passwords • Add hosts into the software for access control • OTHER APPLICATIONS AS APPROPRIATE o Shall be defined and approved as per Schedule 1.1 When performing the MACDs, TSG shall: • Work with Client to coordinate all moves, adds, changes and disable /deletes • All changes shall be subject to review to validate that they are in -scope of this agreement. Out of scope changes shall result in additional fees and appropriate work order shall be provided to cover the scope of the work to be performed. • Receive a complete MACD request form completed by the Client • Verify submission and open a ticket to track the MACD request • Provide e-mail confirmation of receipt of the remote MACD request form with ticket information • Remotely access via approved connection the systems to be updated • Remotely perform the necessary functions on the system to complete the End User's MACD request in accordance with the End User's change management processes • Contact the End User site contact to verify the MACD was successful and receive client approval of MACD completion • Close and update client documentation to reflect the MACD Agreement Date: September 9, 2012 Page 20 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL G rriE --- - -- - GROUP Timeframe for Implementing MACDs Number of MACDs in a Single Change Event Timeframe 1-10 1 Business Day from Request 11-20 2 Business Days from Request Over 20 Mutual Agreement Some Key Items Not Covered in this Service TSG does not include the following services under this Exhibit: • MACE) work involved with turning up a new site or a site move Agreement Date: September 9, 2012 TEMPLATE 0.0 ScynalrrueitzeNetwork Maintenance & Support Agreement Page 21 of 32 THE SIGNATURE GROUP, INC. CONFIDENTIAL TSG THE - - - - - -- - GROUP EXHIBIT 1— ON -SITE FIELD SUPPORT Service Overview SCyaj:a 4''w Network Maintenance & Support Agreement In the event that a device under contract is not operational and the issue cannot be resolved remotely, TSG shall dispatch a field engineer to the site to perform further onsite diagnostics and /or perform hardware replacement tasks to resolve the issue. _T4waArw6ae are meant to support the equipment /software as audited and certified by TSG during turn up process. When on -site support is included in the coverage of the agreement and identified in Schedule 1.1 and in the event that onsite dispatch is required in order to replace faulty hardware, the arrival of an on -site technician shall occur in conjunction with the arrival of the replacement hardware and shall align with the SLA provided by the manufacturer hardware support contract. The on -site support coverage shall comply with Schedule 1.1 and the following on -site options that apply are outlined below: • On -Site Time & Material (T &M): (Typically 8x5xNext Business Day (NBD) response) o If on -site engineering staff is required, all time for on -site remediation shall be billed under the client's Time and Materials and /or Pre -Paid Block of Hours contract with TSG, following the stated hourly minimums for that contract. This option is a best effort response only and has no on -site SLA or guarantee associated with it. Typically the response is an on -site engineer at best being the following day during working hours. • On -Site 8x5xNBD: (8 Business Hrs a day, 5 Work Days a week, excluding holidays and weekends with on -site resource SLA to be Next Business Day from Dispatch) o If on -site engineering staff is required; all time is inclusive within this agreement with the support level. If on -site support is needed outside the timeframes included in this offering, all time for on -site remediation shall be billed under the client's Time and Materials and /or Pre -Paid Block of Hours contract with TSG. • On -Site 8x5x4: (8 Business Hrs a day, 5 Work Days a week, excluding holidays and weekends with on -site resource SLA to be 4 hours from Dispatch) o If on -site engineering staff is required; all time is inclusive within this agreement with the support level. If on -site support is needed outside the timeframes included in this offering, all time for on -site remediation shall be billed under the client's Time and Materials and /or Pre -Paid Block of Hours contract with TSG. • On -Site 24x7x4: (24 Hrs a day, 7 Days a week INCLUDING holidays and weekends with on -site resource SLA to be 4 hours from Dispatch) o If on -site engineering staff is required; all time is inclusive within this agreement with the support level. When delivering onsite field support, TSG shall: Agreement Date: September 9, 2012 Page 22 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. Se, Kg ree.~ Network Maintenance CONFIDENTIAL TIC & Support Agreement THE - - - -- GROUP • Dispatch a field engineer within the designated contractual timeframes to arrive onsite and perform further onsite diagnostics or hardware replacement tasks • Manage /guide the onsite engineer via telephone to complete troubleshooting /replacement activities • Perform onsite troubleshooting, testing and parts replacement activities Some Key Items Not Covered in this Service TSG does not include the following services under this Exhibit: • Any new installation, configuration, design, modification or projects to change how the solution was originally designed and /or configured. o This includes events or failures caused by changes made by the client. If the client makes changes which cause an outage which has to be resolved by the TSG Scra&wjfrwTeam, it will be considered out of scope. • Monitoring and Management of applications not identified in Schedule 1.1 or added to this contract via a Change Request. • Installation of new applications. • Support and /or resolution of new installed application on a monitored server by the client or third party that affect the performance and /or operation of the server. • Site issues related to environment, physical plant, power issues or cable infrastructure • Assist in installing any custom applications or software that was not included during the implementation phase of the project. • Locations without physical access or require prior approval (such as a hosting facility) • New configuration and installation of any new server, infrastructure device or Telephony equipment that is not related to the dispatch incident • Dispatch of an onsite engineer outside of the contract timeframes and locations outlined in Schedule 1.1 of this contract. Agreement Date: September 9, 2012 Page 23 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL T.S. THE — - - -- -GROUP EXHIBIT N — CLIENT ACCESS Service Overview Se,ave ~6w Network Maintenance & Support Agreement All clients shall have private access into their customized device dashboard. The client may request up to four separate accounts to be granted access to their custom dashboard. With this access, the client can create tickets, run reports and view all reports generated within Exhibit P of this agreement. TSG shall do a basic single custom branding provided client provides electronic images in the required dimensions. LOGIN Sign M C3 A Culture of Excellence —GROUP Agreement Date: September 9, 2012 TEMPLATE 0.0 Page 24 of 32 THE SIGNATURE GROUP, INC. CONFIDENTIAL Service Overview THE - - --- -- -GROUP EXHIBIT O — CLIENT REPORTING $igsatuneeareNetwork Maintenance & Support Agreement S*raowjf4w service includes extensive reporting resources ranging from a technical level to a managerial /executive level. Client shall be provided the following reports: • On demand reports are available via the client portal 240 to be run by client using client access logins. • Basic monthly reports shall be generated and emailed to client identified distribution list • Quarterly Business Reviews shall be transmitted quarterly including in -depth reporting and analysis Agreement Date: September 9, 2012 Page 25 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL Service Overview TGG41 THE -- - - - -- -GROUP EXHIBIT P - QUARTERLY BUSINESS REVIEW S'cg.rat�aeeeare Network Maintenance & Support Agreement The Signature Group believes that Information Technology is the core to a company's operations and any problems in this arena need to be identified and addressed quickly and efficiently. With that in mind, TSG shall conduct a formal business review with each client once every quarter. During the review, managers and executives from both TSG and the client shall meet to discuss the status of any ongoing projects, the current state of the network, server and application infrastructure and the results and analysis of all monitored devices in the preceding three months. TSG shall present a detailed overview of all noteworthy activity during the time period, and discuss program results and analysis, utilizing a "Past, Present, and Future" approach. TSG shall make a series of recommendations based upon the results and analysis, some of which should be implemented in the next quarter and some items that are suggested to be included in the next budgetary cycle. If any events are deemed critical or severe enough, TSG will strongly recommend remediation of any such instances at that time. The review is an excellent opportunity for clients to address any short -term tactical issues that may arise while also revisiting the company's strategic business goals and objectives and alerting TSG to any changes in overall corporate directives and strategic plans. What is expected from this process? • An understanding of how the client is performing versus the plan for the year • An updated perspective on the trends in client's market segment • Identification of any critical issues that need to be immediately addressed • A concise action plan to address any of the identified issues, including scheduled follow -up and identifying members of the management team responsible for executing the mutually agreed upon plans. Agreement Date: September 9, 2012 Page 26 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. lareNetwork Maintenance CONFIDENTIAL / & Support Agreement THE -- GROUP EXHIBIT Q - CHANGE REQUEST FORM This Change Request Form constitutes a modification to the Work Statement within the Network Maintenance Services Agreement ( "Agreement "), as amended for time to time, between The Signature Group, Inc. ( "TSG ") and City of Sanford ( "Client "). Both parties hereby certify, by the signature of an authorized representative, that this Change Request Form will amend and be fully incorporated into the existing Work Statement. CHANGE REQ # PROJECT CODE: PERSON REQUESTING CHANGE: TELEPHONE #: DATE OF REQUEST: DESCRIPTION OF REQUEST: (Include details on problem and desired solution) USER COUNT IMPACT: (Are we changing the supported user count for the devices in the CR ?) IMPACT SUMMARY: (Include estimates regarding additional Time and Costs) ADDITIONAL CHARGES: $ DISPOSITION: (Describe how changes will be implemented if approved) Except as changed herein, all terms and conditions of the Agreement and Work Statement remain in full force and effect. IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have caused this Change Request Form to be fully executed. THE SIGNATURE GROUP, INC. By: Name: Title: Date: <CLIENTNAME> By: Name: Title: Date: Agreement Date: September 9, 2012 Page 27 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL Date Vendor Name Vendor Contact Info To Whom It May Concern: T ' cl;Z THE -- - - - - -- GROUP EXHIBIT R - SAMPLE LETTERS OF AGENCY (To be produced on client letterhead) Scglratwze�ie Network Maintenance & Support Agreement This is to advise you that we, <CLIENTNAME >, have retained the support services of The Signature Group, Inc. (TSG) to act as our representative until you receive further notice. Under the Support Services Agreement and by this letter, we do hereby authorize TSG to request copies of all records handle coordination for the services and repair for all data systems and facilities. This includes arranging for disconnects, reallocations, or feature upgrades to service and equipment as appropriate. We understand that all charges relating to equipment and service provided by you will be paid by us directly and are not the responsibility of TSG. We also understand that TSG is not responsible for any delays on the part of the local exchange companies or other common carriers in providing the services and equipment by the specified date. Please notify TSG if any jeopardy situations occur. This authorization does not preclude our ability to act on our own behalf when we deem it necessary and shall remain in effect until further notice. Sincerely, < Signature> Name Title City of Sanford Agreement Date: September 9, 2012 Page 28 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL C - - - -- -GROUP EXHIBIT S — FAULT, SEVERITY AND SLA DEFINITIONS S�eaaeNetwork Maintenance & Support Agreement Severity Definition Maximum Initial Updates Special Handling Response ti me Sev 4 / Critical An outage impacting 50% or more of 15 minute response Updates Conference end users (per location defined in time. Client notified provided opened all parties Schedule 1.2) on covered equipment of issue and trouble- every 2 working issue on and /or covered applications affecting shooting initiated. hours or as bridge as required Missions Critical systems defined in status by event type. Schedule 1.1 with no identified work changes. around Sev 3 / Major 1) An outage impacting 10% or more of 45 minute response Updates Conference end users (per location defined in time. Client notified provided opened all parties Schedule 1.2) on covered equipment of issue and trouble- every 2 working issue on and /or covered applications affecting shooting initiated. hours or as bridge as required Missions Critical systems defined in status by event type. Schedule 1.1 with an identified work changes. around allowing for work to proceed with all or partial functionality 2) An outage impacting 10% or more of end users (per location defined in Schedule 1.2) on covered equipment and /or covered applications affecting Non - Missions Critical 3) An outage a VIP named user on covered equipment and /or covered applications affecting Missions Critical systems defined in Schedule 1.1 with no identified work around Sev 2 / Minor An outage impacting less than 10% of 2 hour response time Updates Tickets reviewed end users (per location defined in Client notified of provided daily and updated Schedule 1.2) issue and every 8 with current troubleshooting business status. initiated. hours. Sev 1 / Non - outage or service impairment 8 business hour Updates Tickets reviewed Informational issue. response time Client provided daily and updated notified of issue and every 16 with current MACD requests. troubleshooting business status. initiated. hours. Sev 0 / Schedule work activity. Follow up as As status Scheduled I scheduled. changes Agreement Date: September 9, 2012 Page 29 of 32 TEMPLATE v3.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL 14.2 - SCHEDULES FOLLOW FULL REMEDIATION SERVERS T q THE - - - - - - - -GROUP SCHEDULE 1.1- EQUIPMENT COVERAGE LIST S'cataareeaze Network Maintenance & Support Agreement APPLICATIONS Model QTY p On -Site Max Description / Notes Location Application QTY o On -Site Users Description / Notes Location Model QTY Coverage Count Description / Notes Selected Included Sanford, FL MCS -7825 1 X T &M 200 Cisco UCCM - Publisher Sanford, FL MCS -7825 1 X T &M 200 Cisco UCCM — Subscriber Sanford, FL MCS -7825 1 X T &M 200 Cisco Unity APPLICATIONS HARDWARE Location Model QTY p On -Site Max Description / Notes Location Application QTY X Coverage Users Description / Notes Selected Count Included Sanford, FL Cisco UCCM 2 X T &M 200 Communication Manager Sanford, FL Cisco Unity 1 X I T &M 200 Unity Messaging HARDWARE Location Model QTY °u 4 On -Site Coverage Selected Max Users Count Included Description / Notes Sanford, FL Voice Gateway 2 X T &M N/A Voice Gateway IP Phones Cisco I Phones/ User Count 200 Agreement Date: September 9, 2012 Page 30 of 32 TEMPLATE 0.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL T8,,' THE _..... - - - - - -- -GROUP Scg�ratu7eeareNetwork Maintenance & Support Agreement SCHEDULE 1.2 — LOCATIONS* COVERED • All locations must be confirmed to be within a supported city that matches the SLA Coverage listed in Schedule 1.1 LOCATION #1 HQ 300 North Park Avenue Sanford, FL 32771 On -Site Contact: Christopher McDeed Email: Christopher .McDeed @sanfordfl.gov Office Phone: 407.688.5024 Agreement Date: September 9, 2012 Page 31 of 32 TEMPLATE v3.0 THE SIGNATURE GROUP, INC. CONFIDENTIAL TS -- - - - - -- - GROUP 14.3 - SERVICE LIVE DATE NOTIFICATION ScyKatuaeeau Network Maintenance & Support Agreement In reference to Section 8.0 titled Term; Termination of the above referenced Sr,*v4ewe6 Network Maintenance and Support Agreement between The Signature Group, Inc. ( "Consultant "), and City of Sanford ( "Client "), both parties hereby certify, by the signature of an authorized representative, that the Service Live Date noted below will be the date upon which all of the services requested in this Agreement will commence. 1. Project Code: 2. Date of Final Testing: 3. TSG Test Engineer: 4. Service Live Date': IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have caused this Service Live Date Notification to be fully executed. THE SIGNATURE GROUP, INC. By: Name: Title: Date: City of Sanford By: Name: Title: Date: ' The service live date is the date upon which specialized monitoring devices have been deployed, configured and tested, internet and backup connectivity to the specified network components has been established and tested, and all monitoring services between Client specified devices and The Signature Group Network Operations Center has commenced. Agreement Date: September 9, 2012 Page 32 of 32 TEMPLATE v3.0