ESBD_356975_1713895618892_Attachment F-Form of Service Level Agreement FINAL.pdf

ATTACHMENT F

SERVICE LEVEL AGREEMENT

Attachment F, Service Level Agreement, Page F-1

Table 1 – Site Availability

Contractor agrees to provide TEA with Service Credits for failing to meet the Site Availability service levels set forth below, recognizing that each State Board of Education (SBOE) and State Board of Educator Certification (SBEC) meeting that live stream services are requested, are especially critical to TEA. The Service Credits shall be equal to the following applicable percentage of the monthly service fees payable for the month in which said service level was not met, and shall be credited to the next month’s fees:

Site Availability in Month Percentage of Monthly Fees Each Meeting below 99. 99% 100% 100%

For tracking purposes of any unavailability in this subsection, unavailability will begin to accrue at the earlier of: (i) the time the problem is reported to Contractor, or (ii) the time that Contractor, in performance of its duties hereunder, observes and verifies that the access to the Technology Platform is unavailable, or (iii) the time indicated on applicable system logs. The site shall be deemed “available” when all functionality is accessible by users. Contractor shall automatically apply to the following month’s invoice any Service Credits for any service levels that were not achieved during the preceding month, and any other information reasonably requested by TEA.

TEA reserves the right to periodically audit Contractor’s service reports for accuracy of source data. Adverse audit findings may necessitate Contractor to make internal process or other changes, which Contractor shall make at no additional cost to TEA, and without any adverse effect on the services or service levels.

Table 2 –Priority Levels, Response and Resolution Process

Attachment F, Service Level Agreement, Page F-2

Prio rity

Description Response Time and Continuing Communication

Resolution Process Escalation

1 Mission-critical functions in the Contractor Materials and/or the Technology Platform are stopped or unavailable, with critical business impact to TEA and/or Authorized Users.

Contractor Detects: Contractor will contact TEA by telephone within 30 minutes of initial detection, regardless of time of day.

TEA Detects: TEA will contact Contractor by telephone to report the incident. If this contact is outside of Technical support Business Hours, Contractor will contact TEA within 30 minutes of receipt of the incident to acknowledge receipt of the report.

Target: Contractor will respond to 100% within 30 minutes of receipt of the incident.

Continuing Communication: Every 1 hour after initial contact, unless the Parties otherwise agree.

Contractor will investigate and work on a 24 x 7 basis to provide TEA with a root cause analysis and to:

(1) resolve the incident with a workaround;

(2) implement a change to eliminate the root cause; or

(3) downgrade the Priority to a P2, P3 or P4, whichever is earlier. TEA must be available 24x7 to work with Contractor.

If Contractor fails to respond within targeted response times, the incident will be escalated as follows:

After 30 minutes:

Project Manager is notified.

After 2 hours:

Vendor manager is notified.

After 8 hours:

Chief Technology Officer is notified.

2 Major functions in the Contractor Materials and/or the Technology Platform are significantly and adversely affected, with major and material business impact to TEA and/or Authorized Users.

Contractor Detects: During Technical Support Business Hours, Contractor will contact TEA within 90 minutes of initial detection.

TEA Detects: TEA will contact Contractor to report the incident during Technical support Business Hours.

Target: Contractor will meet the stated Response times for 90% of all Priority 2 incidents and will respond to 100% within 4 hours of receipt of the incident.

Continuing Communication: Every 6 hours after initial contact during Technical Support Business Hours, unless the Parties otherwise agree, unless the Parties otherwise agree.

Contractor will investigate and work during Technical Support Business Hours to:

(1) resolve the incident with a workaround;

(2) implement a change to eliminate the root cause; or

(3) downgrade the Priority to a P3 or P4, whichever is earlier.

If Contractor fails to respond within targeted response times, the incident will be escalated as follows:

After 30 minutes:

Project Manager is notified.

After 2 hours:

Vendor manager is notified.

After 8 hours:

Chief Technology Officer is notified.

3 Minor functions in the Contractor Materials and/or the Technology Platform are either severely degraded or inoperable but have low business impact and do not prevent TEA from performing regular business activity.

TEA will contact Contractor to report the incident during Technical Support Business Hours. Contractor will acknowledge the incident within 1 business day.

Target: Contractor will respond to 100% within 1 business day of incident Report receipt.

Continuing Communication:

Weekly, unless the Parties otherwise agree.

Contractor will investigate and work during Technical Support Business Hours to:

(1) resolve the incident with a workaround;

(2) implement a change to eliminate the root cause; or

(3) downgrade the Priority to a P4, whichever is earlier.

TEA will provide input to Contractor regarding the prioritization of incidents within this priority grouping.

TEA and Contractor shall mutually agree to resolution time frames.

Attachment F, Service Level Agreement, Page F-3

Prio rity

Description Response Time and Continuing Communication

Resolution Process Escalation

4 Errors with day-to-day use of the Contractor Materials and/or the Technology Platform, whether classified as user interface related, errors in documentation, presentation, or functionality that have minimal impact and do not prevent TEA from performing daily business.

TEA will contact Contractor to report the incident during Technical Support Business Hours. Contractor will acknowledge the incident within one business day of receipt of the incident.

Target: Contractor will respond to 100% within one business day of receipt of the incident.

Continuing Communication:

Weekly, unless the Parties otherwise agree.

Contractor will investigate and work during Technical Support Business Hours to:

(1) resolve the incident with a workaround; or

(2) implement a change to eliminate the root cause.

TEA will provide input to Contractor regarding the prioritization of incidents within this priority grouping.

The Company and Contractor shall mutually agree to resolution time frames.

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1. Additional Definitions. Capitalized terms not otherwise defined in this Attachment F will have the meanings set forth in the Contract. Additionally, the following capitalized terms will have the definitions set forth below:

1.1 “System Availability” will mean, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time during such month, and thereafter dividing the difference so obtained by the total time during such month.

Represented algebraically, System Availability for any particular calendar month is determined as follows:

𝑻𝑻𝑻𝑻𝑻𝑻𝑻𝑻𝑻𝑻 𝑴𝑴𝑻𝑻𝑴𝑴𝑻𝑻𝑴𝑴𝑻𝑻𝑴𝑴 𝑻𝑻𝑻𝑻𝑻𝑻𝑻𝑻 − 𝑼𝑼𝑴𝑴𝑼𝑼𝑼𝑼𝑴𝑴𝑻𝑻𝑼𝑼𝑼𝑼𝑻𝑻𝑻𝑻𝑼𝑼 𝑫𝑫𝑻𝑻𝑫𝑫𝑴𝑴𝑻𝑻𝑻𝑻𝑻𝑻𝑻𝑻

𝑻𝑻𝑻𝑻𝑻𝑻𝑻𝑻𝑻𝑻 𝑴𝑴𝑻𝑻𝑴𝑴𝑻𝑻𝑴𝑴𝑻𝑻𝑴𝑴 𝑻𝑻𝑻𝑻𝑻𝑻𝑻𝑻

1.2 “Total Monthly Time” is deemed to include all minutes in the relevant calendar month to the extent such minutes are included within the Term of this Contract.

1.3 “Scheduled Downtime” will mean the total amount of time during any calendar month, measured in minutes, during which TEA is not able to access the Contractor Materials, according to the Access Protocols, due to planned system maintenance performed by Contractor. Scheduled Downtime shall include the hours 12:00 AM and 3:00 AM CST on Saturday and Sunday for system maintenance, database maintenance, application/OS maintenance, and system upgrades.

Contractor reserves the right to change the aggregated times at which it conducts such maintenance, subject to mutual agreement by both Parties. Scheduling of downtime will be mutually agreed to by both Parties.

1.4 “Emergency Downtime” will mean periods of time during which TEA is not able to access the features and functions of the Contractor Materials and/or the Technology Platform due to unanticipated maintenance required to maintain the Contractor Materials and/or the Technology Platform. Contractor shall exercise commercially reasonable efforts to conduct such maintenance during the hours of 12:00 AM and 3:00 AM CST.

1.5 “Unscheduled Downtime” will mean the total amount of time during any calendar month, measured in minutes, during which TEA is not able to access the features and functions of the Contractor Materials and/or the Technology Platform or there is a degradation in performance of the Contractor Materials and/or the Technology Platform such that TEA cannot reasonably use the Contractor Materials and/or the Technology Platform to conduct business, other than Scheduled Downtime, as defined above.

2. System Availability. Contractor will undertake commercially reasonable measures to ensure that System Availability for Contractor Materials and the Technology Platform equals or exceeds ninety-nine and nine hundred ninety-nine percent (99.999%) during each calendar month (the “Service Standard”), provided that any Unscheduled Downtime occurring as a result of (i) TEA’s breach of any material provision of this Contract; (ii) non-compliance by TEA with any material provision of this Attachment F (iii) incompatibility of TEA’s equipment or software with the Contractor Materials and/or the Technology Platform; (iv) poor or inadequate performance of TEA’s systems, ISPs or other network connectivity; or (v) poor or inadequate performance caused by Internet or network connectivity issues beyond the demarcation point of Contractor to its infrastructure suppliers, shall not be considered toward any reduction in System Availability measurements.

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3. Measurement and Reports

3.1 System Monitoring and Measurement. Contractor will provide for monitoring of System Availability on an ongoing basis. All measurements of System Availability will be calculated on a monthly basis for each calendar month during the Term.

3.2 System Performance Reports. Upon request, Contractor will provide reports to TEA on a monthly basis setting forth measurements of Unscheduled Downtime and a calculation of System Availability for the relevant preceding month. If TEA disagrees with any measurement or other information set forth in any such report, it must so inform Contractor in writing within thirty (30) business days after receipt thereof, provided that the accuracy of any such report shall be deemed conclusive unless such notice is provided by TEA. Any such notice must indicate specific measurements in dispute and must include a detailed description of the nature of the dispute.

Contractor and TEA agree to attempt to settle any such disputes regarding System Availability and/or related measurements in a timely manner by mutual good faith discussions.

4. TEA Responsibilities. Except as otherwise agreed between the Parties in an Addendum to this Contract or pursuant to a separate written agreement, TEA is responsible for (i) maintenance and management of its computer network(s), servers, software, Web site(s), and any equipment or services related to maintenance and management of the foregoing; and (ii) correctly configuring TEA’s systems.

5. Remedies

5.1 Credits Against Fees. In the event Unscheduled Downtime occurs, TEA will be entitled to Service Credits against its subsequent payment obligations for Contractor Materials and/or the Technology Platform according to the formula in Table 1 above. The parties intend that the Service Credits constitute compensation to TEA, and not a penalty.

5.2 Repeat Violations. If a Service Level Default recurs in two or more consecutive months, the amount of the applicable Service Level Credit payable by Vendor shall be doubled for such third or subsequent consecutive months. For the avoidance of doubt, the Service Level Credit shall only be doubled one time, the doubling shall not increase the Stake Amount, and such doubled amount shall be payable for all successive consecutive Service Level Defaults for the subject Critical Service Level.

5.3 Termination for Performance Deficiencies. TEA may terminate the Contract for material breach and Section 57(b) of Attachment B of the Contract shall apply in the event that (i) Contractor fails to meet the Service Standard three (3) or more times during any twelve (12)-month period; or (ii) System Availability for any single calendar month falls below 95.99% or is unavailable for any consecutive 48 hour period within the month; or (iii) Contractor commits numerous breaches of its duties or obligations that collectively constitute a material breach of this Contract regardless of whether Service Credits would apply. Nothing in this Section 5 shall be deemed to limit or obviate TEA’s right to terminate the Contract.