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CONTRACT 4541 Professional Services Agreement CLOSEDAgreement No. 4541 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND FILE ON Q, INC. This AGREEMENT is entered into this 1sT day of January, 2014, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ( "CITY ") and FILE ON Q, INC., Inc., a CALIFORNIA Corporation ( "CONSULTANT "). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed THREE THOUSAND ONE HUNDRED dollars ($3,100) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit `B," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. Agreement No. 4541 4. PAYMENTS. A. Software Maintenance and Support Plans. Payment for software maintenance and support plans is payable in advance and payment shall be due on or before the commencement or anniversary date of such plan. B. General Professional Services. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A ") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON - APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. A. CITY's city manager ( "Manager ") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ( "Additional Work ") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work. B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. C. Payments over $3,100.00 for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and Agreement No. 4541 iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. S. TERM. The term of this Agreement will be for one (1) year. This Agreement will automatically renew, on an annual basis, on its anniversary date unless otherwise terminated. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A "; B. Termination as stated in Section 15. 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B, Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A:FILE ON Q, INC. Quote; 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. Agreement No. 4541 12, TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time upon thirty (30 days written notice. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's Agreement No. 4541 property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. Notwithstanding the foregoing, nothing herein shall transfer any ownership rights to CITY to any of CONSULTANT'S software, source or object code, maintenance releases, software updates, software documentation, training materials, process guidelines or other data developed by CONSULTANT at CONSULTANT'S expense and outside the scope of this Agreement ( "Consultant Property "), even if used or delivered to support the Work set forth in Exhibit "A ". 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. Nothing herein shall interfere with CONSULTANT's rights to copy or release Consultant Property to other persons or the public. 18. INDEMNIFICATION. A. CONSULTANT agrees to the following: i.. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any Agreement No. 4541 judgment rendered against it or any sums paid out in settlement or otherwise. iii. Intellectual Property Infringement. Notwithstanding any provision to the contrary, CONSULTANT will, at its own expense, indemnify and defend CITY against any claim that CONSULTANT's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, CONSULTANT will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, CITY must (a) give CONSULTANT prompt written notice of any such claim; and (b) allow CONSULTANT to control, and fully cooperate with CONSULTANT in the defense and all related settlement negotiations. CITY agrees that if the use of CONSULTANT's services or work product becomes, or CONSULTANT believes is likely to become, the subject of such an intellectual property claim, CITY will permit CONSULTANT, at its option and expense, either to secure the right for CITY to continue using CONSULTANT's services and work product or to replace it with comparable services and work product. B. For purposes of this section "CITY" includes CITY's elected and appointed officials, officers, employees, and volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 22, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work Agreement No. 4541 or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time Agreement No. 4541 this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 15, 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24. INCIDENTAL TASKS. With respect to general professional services only, CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: FileOnQ, Inc 832 Industry Drive Tukwila, WA 98188 (800) 603 -6802 Attention: Rebecca Harris If to CITY: City of El Segundo Police Dept. 348 Main Street El Segundo, CA Attention: Administrative Captain Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. Agreement No. 4541 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are one (2) Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission or by electronic mail. Such facsimile and electronic mail signatures will be treated in all respects as having the same effect as an original signature. Agreement No. 4541 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] Agreement No. 4541 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. Tracy Weaver. (J City Cl 1 Taxpayer ID No. 91- 1947942 Mi EXHIBIT A INVOICE File 832 Industry Drive Tukwila WA 98188 PH: 206 - 575 - 34881800- 603 -6802 Fax: 206 - 576.3927 BILL TO El Segundo Police Department Accounting 348 Main Street El Segundo, CA 90245 SHIP TO Agreement No. 4541 DATE n4428 11/21/2013 VENDOR# El Segundo Police Department Tammy Appleton 348 Main Street El Segundo, CA 90245 P.O. NO. TERMS DUE DATE REP SHIP DATE SHIP VIA 2014MS Due on receipt 12/31/2013 House 1/1/2014 Standard ITEM DESCRIPTION QTY RATE AMOUNT ANNUALMTX FIIeOnQ Software Maintenance & Support Agreement Valid January 1, 1 3,076.40 3,076.40 2014 through December 31, 2014. Customer is licensed for a non - exclusive, non - transferable license to use the software products listed below (licensed products): 1 - OnQ- SVR -100K - FileOnQ License: Up to 100,000 records 3 - OnQ -SEATS - Total Seat Licenses 1 - OnQ- MOD -RET - Retention Module 1 - OnQ- MOD -BOX - Container /Box Tracking Module 1 - OnQ- MOD -SIG - Signature Capture Module 1 - OnQ -RPTS - Custom Reports If paid prior to the end of year, we are extending our 5% early payment discount. Please have accounting short pay. Discount will be applied with payment. 0.00% 0.00 *'BALL MAJOR CREDIT CARDS ACCEPTED" Total 9 B and 8,176,093 B2 59 42 1 - b U S Patents 7 9 Protected U.S. Y $3,076.40 Federal ID # 91- 1947942 Payments /Credits $0.00 To expedite your payment, please use our FedEx# 2249- 0547 -5. Balance Due $3,076.40 QUESTIONS: 800 -603 -6802 Ext. 126 or Email: Becky@FileOnQ.com The Benefits of Annual Maintenance & Support Our W Hte Glove Customer Care... FileOnQTM provides long- term value with our annual maintenance and support services. We believe that Agreement No. 4541 Customer Value Our customers find their annual maintenance and support provides value that far exceeds the annual renewal fee.They continually express appreciation and praise for the outstanding support that FileOnQTM provides. We will support all your future needs with on -going training technical support, and professional services. Our commitment is for our customers to enjoy long -term satisfaction and improved personal and organizational productivity. task'to move possible." EvidenceSupervlsor, Dorrreell Allen - Son Antonlo PD. TX Our Commitment At FileOnQTM we are committed to our customers' eoI33plete satisfaction -- from the time the system is implemented to long into the future.We invest substantial time and money each year to enhance and improve our products and take into consideration the recommendations of our users when developing system enhancements. The staff at FileOnQ use their broad expertise to help you get the most out of your investment through ongoing training, software upgrades, and technical support. FileOnQ, Inc. - Corporate Offices: 832 Industry Drive Seattle,WA 98188 — Phone 800 - 603 -6802 =(9 `XEIRBI T 2 Agreement No. 4541 Service Level Policy: 1, Purpose: This is a statement of policy for customers of FileOnQ, FileOnQ strives to provide prompt, quality service for our customers the first time, every time, in a manner that ensures the customer's success with their FileOnQ software product. The levels of service provided will be measured and monitored by the Director of Customer Services and Technical Support staff. EXHIBIT H 2, Mission: The mission of FIIeOnQ is to provide fast, friendly and professional service and to go beyond the minimum requirements to insure the customer's satisfaction and success with our products. 3. Definitions: • Help Desk: Customer's internal support resource who provides the first level of support for the software. • Customer Contact: Person- designated as the primary contact for Support calls. Only authorized Customer Contacts will be allowed to contact FileOnQ Technical Support, • Technical Support: Staff and resources dedicated to level II support of all customer support issues, • Level III Support: Members of engineering assigned to resolve complex customer issues. • Customer: Users of FileOnQ software who have chosen a direct support relationship with File0nQ, who have a valid maintenance contract, and are using a current version of the software. • Emergency Support: Issues at priority 0 or 1, as defined in section 3, requiring support outside of normal service hours. Telephone Support coverage is defined in section 11. 4. Goals and Metrics: Response Time: The time between the Customer Contact notifying Technical Support of their need for support and the return call from Technical Support. Escalation Time: The time between the start of troubleshooting by Technical Support and the escalation of the issue to Level III Support or Support Management. 0 System down, users unable to access or input records. 1 hour 1 hour 1 Significant problem. Multlp4e users are down or key function 1 hour 2 hours its unavailable. 2 Minor oroblem. Some records not available or a feature is 2 hours 1 day 3 Intermittent, Problem may slow down data input or retrieval, 2 hours month or a workaround is needed to use a feature. 4 Cosmetic. Does not affect ability to efficiently Enter and 4 hours 6 months _Eetrieve data or use nQ wilt measure response alnd �scala ion limes monthly and will conduct regular customer tourer satisfaction surveys FileOnQ, Inc. -Corporate Offices: 832 Industry Drive Seattle, WA 98188 —Phone 800 - 603 -6802 Page 1 of 6 EXHIBIT ]:Y:4S:T S3 5. Services to be provided by FileOnQ Technical Support: • Customer telephone support • Customer e-mail support • Use of GoToMeeting for troubleshooting assistance • After hours emergency support On -site support available at an hourly rate plus travel expenses • Limited emergency hardware loaners • Escalation to level III support • Escalations to 3`d party supplier Unresolved Calls reporting Agreement No. 4541 6. Service Levels: For each of the services specified in section 4, a parameter or set of parameters, which give a measure of the quality of the service, is specified. The target values for these parameters represent the service level that FileOnQ strives to provide. The FIIeOnQ Director of Customer Services may modify these parameters as needed. Modifications to this agreement will not commence until the customer has been given 30 days notice. FileOnQ shall not be required to honor these commitments should the contract between FileOnQ and the customer be canceled. • Customer telephone support: Telephone support is provided on a call back basis. Once a message is left, a support analyst will return the call within the response time specified in section 3. Problems are handled immediately and resolution is not to exceed the escalation time specified in section 4 before being escalated to level III support. Telephone support coverage is defined in section 11. • Customer e-mail support: The response time for e-mail support is not to exceed 24 hours (excluding weekends and holidays), although It will typically be less than 4 hours. Problems are answered immediately when read, unless the problem requires escalation. • Use of GoToAssistTA° or GoToMeetingTM for troubleshooting assistance; ReOnQ Support Analysts may use our GoTo enabled website to access machines to assist in troubleshooting. GoToAssist will allow the Analyst to see what the customer is seeing and control the customer's PC. This is available only to customers who have Internet access available to their machines. FileOnQ cannot access any machine without the customer's permission. • After -hours emergency support: FileOnQ offers emergency technical support during times not covered by normal support hours defined in section 11. This option is available to customers who choose to purchase our premier maintenance contact. The response time for emergency voice mail messages is not to exceed 2 hours. Problems are handled immediately; however, some company resources may not be available at the time of service, which may affect the overall resolution of the problem. • On -site support available at an hourly rate plus travel expenses: FileOnQ provides on -site technical support for an hourly rate, plus travel expenses, should a problem be deemed unsolvable via the telephone or on -line web support. The Director of Customer Services will give authorization for on -site support. • Limited Hardware Loaners: FileOnQ provides a limited inventory of hardware loaners (such as barcode scanners), for any equipment purchased from FileOnQ that fails and requires service from the manufacturer. These loaners can be shipped next day air upon FileOnQ's receipt of a valid PO for the value of the equipment to be shipped. PO's must be received by FileOnQ, Inc. - Corporate Offices: 832 Industry Drive Seattle, WA 98188 — Phone 800- 603 -6802 Page 2 of 5 Agreement No. 4541 2:30 PM Pacific Time to be shipped that day. Hardware not returned within 30 days of shipment will be invoiced for the full cost. • Escalation to level III support: Problems that cannot be resolved within a reasonable time after the initial contact will be escalated to level III support based on the escalation schedule defined in section 3. FileOnQ will direct all resources necessary to bring the problem to resolution. • Escalation to 3`d party vendor: In some instances, the customer may receive a higher level of service working directly with the vendor or manufacturer of one of the 3nd party products supplied by FileOnQ. Technical Support may direct the customer to those resources as needed. • Unresolved Calls reporting: The FileOnQ Director of Customer Services will run an Unresolved Calls Report on a weekly basis in order to monitor quality. Results are reported to FileOnQ upper management and discussed with appropriate staff members. 7. Scope and Limitations: • FIIeOnQ will provide support for software manufactured by FileOnQ. This includes: 1. Installation and configuration support for the FileOnQ Server application 2. Installation and configuration support for the FileOnQ Client application 3. Hardware configurations 4. Defect maintenance S. Database problems caused by a supported FileOnQ product. Support will be provided either by email or telephone and/or online web support. • Support will only be provided to authorized Customer Contacts who are familiar with the FIleOnQ products in use. The Customer Contact must also be familiar with the application being run. • The following list details some of the issues that are not covered by a maintenance contract. This list should in no way be considered exhaustive. 1. Database Management 2. Maintenance or troubleshooting of the network a. Connections b. Operating system c. Infrastructure 3. Data or system security 4. 3`d Party Software 5. Maintenance of the Server a. Operating System b. Hardware FileOnQ, Inc. - Corporate Offices: 832 Industry Drive Seattle, WA 98188 — Phone 800 -603 -6802 Page 3 of 5 UMBIT H Agreement No. 4541 92M,� 8. Management Escalation Procedure: All requests to escalate to management will be responded to by the Director of Customer Services within 2 hours. In the event the Director of Customer Services is unavailable, the backup team member will handle the problem and use all available resources to remedy the problem. 9. Defect Prioritization: Defects discovered by Technical Support on shipping versions of software will be reported to the Engineering team. These defects will be prioritized with other issues. Customer priorities will be based on the following criteria: • Number of customers potentially impacted by the defect • Severity of the defect to the operation of the customer • Impact to data integrity 10. Defect Resolution: Defect resolution may take any one of the following forms at the discretion of the Defect Resolution Team (executive staff from Customer Support, Development and Quality Assurance). • Work around 1. Redesign of the customer's application 2. A change in the database 3. A change in the customer's operational procedures 4. Other • Installation of a software patch • Upgrade to a newer release of the version 11. Customer Responsibilities: FileOnQ will support software that is provided to the customer by FileOnQ. FileOnQ cannot take responsibility for managing or maintaining a customer's network or database. • Customer must utilize their internal Help Desk for assistance before calling FileOnQ Technical Support. • Caller must be an authorized Customer contact, familiar with the client and server portions of the software. • Caller must be an authorized Customer contact, familiar with the application and their own data management. • IT resources may be required for some issues. • Customer must be using current versions of FileOnQ software. 12. Operational Procedures: • Contact information 1. Email: Support@fileona.com 2. Emergency Phone Support: 1- 800 - 603 -6802 select extension 4 from the menu • Service Hours 1. Monday through Friday 5:00 AM to 5:00 PM Pacific Standard Time excluding holidays,. FileOnQ, Inc. - Corporate Offices: 832 Industry Drive Seattle, WA 98188 — Phone 800 - 603 -6802 Page 4 of 5 8 k'9CkN %kN.1:C Agreement No. 4541 ' 2. After hours support covering evenings, weekends, and holidays after business hours is an option. Call Tracking 1. Customer records will be maintained in a Customer Support Call Tracking system. All communications between the customer and Technical Support will be logged under the customer record to maintain a history of the customer's system and issues to allow for personalized service and support 2. FileOnQ will utilize this system to maintain control of all incoming and open issues with the customer to provide the highest level of service and follow -up. • Prioritization Most calls will be handled on a first come first served basis; however, situations of a critical nature may be taken out of turn. Customers must communicate the level of criticality when contacting FileOriQ based on the chart in section 3. FileOnQ, Inc. - Corporate Offices: 832 Industry Drive Seattle, WA 98188 — Phone 800 - 603 -6802 Page 5 of 5 Agreement No. 4541 Maintenance and Support: Annual Maintenance and Support provides free in- version upgrades, telephone and online support and training. When a support need arises, whether just a matter of training or desire for deployment of additional functionality you will appreciate our direct line via our 800 number as well as our live On -Line Web Support Meeting Center. Whether your future needs are upgrades, maintenance, or online training, our on -going support is part of our team commitment to your satisfaction. Customers report receiving huge value and return on investment from FileOnQ maintenance and Support. Support: • Free Customer telephone support • Free Customer e-mail support • Free use of live on line meetings for troubleshooting and refresher training • After hours emergency support • On -site support available at a discounted hourly rate plus travel expenses • Limited emergency hardware loaners Product Maintenance: With annual maintenance and support our customers receive In- version improvements and enhancements totally free of charge. Customers, with annual maintenance and support contracts, are routinely provided with deep discounts for new products being introduced! Of course, customers must pay for new modules, additional seats and new product versions. However, customers report receiving huge value and return on investment from FileOnQ maintenance and Support. Support Contact Information: Email: Supuortafileona.com Phone: 1 -800- 603 -6802 select 4 from the menu At FileOnQ we are committed to do everything necessary to ensure you our customer is completely satisfied with our product and support. EvidenceOnQ customers overwhelmingly agree that the ongoing maintenance, support and training, Improves their system use and departmental productivity to the extent that the investment pays for itself several times over. FileOnQ, Inc. - Corporate Offices; 832 Industry Drive Seattle, WA 98188 — Phone 800- 603 -6802 Page 1 of 1 Agreement No. 4541 FileOnQ Online Community Resource This online resource will now be included with your Annual Maintenance and Support Agreement. This service is completely FREE for customers who maintain/ renew their agreements and will provide powerful and useful tools to help improve your overall experience of being our valued customer. -- See below to get all the details of this soon to be released online community. -- The Benefits IMPROVED SUPPORT SERVICES ... Allowing you to focus on your Job, not software or technology. 1) HOT! - Powerful and Easy to Use Support Ticketing System: FileOnQ users now have a more user friendly and accessible way to contact our support team, track the status of tickets, replies, and even update and/or close your support request. All in one secure place. Ultimately, giving users improved support request and management tools to get your questions answered quickly. Ontine' "Proflle, Management: Now-you- n- manage,and control your - contact Information _..... _ .... like phone numbers, emails, job titles, last names and more... By keeping your information current it helps us stay in touch better so we can provide you the very best support and customer service possible. NEW USER TOOLS & RESOURCES ... Providing the information and expertise to enhance you and your departments use of or software. 3) HOT! - Document Downloads: Quick access to documentation like user guides, system requirements, features sheets and more. Now these commonly requested documents and training tools are right at your finger tips whenever you need them. 4) HOT! - FAQ's (frequently asked questions): Now you can quickly get answers for common questions with a few clicks of the mouse. Ultimately, saving you time and reducing the need to call support. Although, they are happy to help if you cannot find what you need! You can even ask your a question within the FAQ section(s) if you did not find an answer. 5) Newsletter Archive: Missed a newsletter or want to see it again? No Problem! We will keep all current and passed newsletter online for you to view at anytime. "HIST.T 8 Agreement No. 4541 TRAINING RESOURCES ... to Improve your job skills, productivity, work satisfaction and value to the organization. 6) Training Videos: A full listing of recorded Webinar training for you to watch and review at anytime... Additional training videos will continually be added so check back often. 7) Events & Training Schedules: Quickly access, view and register for ail .upcoming online training (Webinar's) and events. ONE MORE THING... we are not donel Stay tuned! As we have a number of new, exciting features to come that will enhance your user experience and provide you better tools to stay connected.