DCSD-Maintenance & Support contract-v1.0 Oct24_Sept25 - September 9, 2024 - DCSD Board Meeting Archive

Maintenance & Support Contract ‐ Oct. ’24 ‐Sept. ‘25
Statement of Work Prepared for

Project # XXXXXX
Version 1.0

8/16/2024

All information contained herein is Confidential and Proprietary

800 989 2989 bluemantis.com
Blue Mantis | Maintenance & Support Contract

Revision History
Date Rev Author Comments Reviewers

08/16/2024 R1 David Knox Initial Document Scott DiGioia

Company Information

Full Legal Business Name: Blue Mantis

2 International Drive, Suite 260
Company Address: Portsmouth, NH 03801

Company Phone: 800‐989‐2989

Company Fax: 207‐439‐7334

Company URL: www.bluemantis.com

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Blue Mantis | Maintenance & Support Contract

Contents
1. General Provisions ........................................................................................................................................ 4
2. Services and Pricing...................................................................................................................................... 5
2.1. Pricing .................................................................................................................................................... 5
2.2. Fees and Invoicing Terms ...................................................................................................................... 5
2.3. Term and Commencement of Services ................................................................................................. 6
2.4. Services Entitlements ........................................................................................................................... 6
3. Assumptions and Services Limitations......................................................................................................... 7
3.1. Assumptions .......................................................................................................................................... 8
4. Services Implementation............................................................................................................................. 9
4.1. Support Services During Implementation Phase ................................................................................. 9
4.2. Location and Contact Information ....................................................................................................... 10
5. Services Schedule Authorization ............................................................................................................... 11
6. Attachment A – Equipment and User Inventory......................................................................................... 12

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Blue Mantis | Maintenance & Support Contract

1. General Provisions
This Cloud Management Services Schedule (“Services Schedule”) is executed on the date noted
below (“Effective Date”) and shall be incorporated into and governed by the terms of the Master
Services Agreement (“Agreement”) between Blue Mantis (“Blue Mantis”) and DeKalb County
Schools (“Customer”) dated 04/20/2022. Capitalized terms not defined herein shall have the
same meaning as set forth in the Agreement.

The following terms shall have the specific meaning set forth below and may be part of or, output
from, the Services provided by Blue Mantis as more specifically herein and in any related Service
Order.

 CMaaS Technology means: Specified hardware, software, automation scripts, Metadata,
workflow rules, and configuration items used to deliver Services.
 System Outputs means: Data presented in the form of system generated reports, Metadata,
diagrams, alerts, or otherwise accessible through on the CMaaS Technology through a
programming interface.
 Metadata means: Data relationships, system generated keys and identifiers, analytics,
generated by the CMaaS Technology.
 Documentation means: Runbooks, Standard Operating Procedures (SOPs), escalation
matrices, operational guidebooks, job aids, instructional videos and training material provided
by Blue Mantis and associated with the use or support of the CMaaS Technology.
 Service Level Agreement means: Committed level of service provided for this Services
Schedule.
 Supported Components means: A system, application, service, or device which is identified in
and covered by this Services Schedule.
 Support Services means: Technical support services provided by Blue Mantis on Supported
Components as particular set forth in this Services Schedule.

Limitations and Assumptions. The Services to be provided by Blue Mantis pursuant to the
Agreement and this Services Schedule are specified herein and are subject to and limited by terms
herein, including the Customer obligations and project assumptions set forth in the Agreement and
Section 5 of this Services Schedule. Blue Mantis will not provide and will have no obligation to
provide any services that are not expressly set forth in this Services Schedule.

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Blue Mantis | Maintenance & Support Contract

2. Services and Pricing
2.1. Pricing
Blue Mantis shall provide Customer the Services listed in the matrix below which Services are
more particularly described in the detailed Services descriptions below. Items not specifically
stated in the descriptions are deemed out of scope and will require a Change Order for inclusion in
the Services to be provided by Blue Mantis.

Staff Augmentation
Service Line Description SKU QTY
Service Management Service Management, governance and SM-MME 1
reporting MME
Staff Augmentation Reactive Network, Wireless, Active Custom 1
Directory & VMWare Infrastructure Support
Staff Augmentation Contact Center & ITSM Function Custom 1

Service Line Monthly Fee
Op Management $45,000.00
Contract Totals
1 Year Total $540,000.00

*Customer shall pay the noted Fees in accordance with the noted payment schedule and in accordance
with the terms of this Agreement.

2.2. Fees and Invoicing Terms
A. The Services and Fees covered in this Agreement will be invoiced at the beginning of each quarter
for the Services to be provided during that quarter. All invoices shall be payable net 21 days from
date of invoice.
B. Blue Mantis’ Managed Services billing is based on actual quantities and volumes supported on a
quarterly basis. The actual quarterly billing can therefore vary from quarter to quarter with a
minimum quarterly billing of 90% of the contracted value. If the monthly variance fluctuates more
than 10% in either direction for three consecutive months, Blue Mantis’ will work with the client to
adjust the scope of services in the form of a mutually agreed upon Change Order.
C. Requests to add or remove services via support tickets will be accepted as formal approval, and
recurring fees will be adjusted in accordance.
D. The fees charged to Customer set forth in this schedule will increase by a minimum of three
percent (3%) per year, or an adjusted rate based on cost-of-living allowance (COLA) or Consumer
Price Index (CPI) analysis, effective as of each annual anniversary of the Effective Date. Changes
will be communicated to Customer via a Change Order or Renewal Agreement.
E. The terms, conditions and pricing of this Service offering are valid for thirty (30) days from date of
presentation to Customer.
F. Services on non-supported components: If Services are requested on Customer or third-party
components, equipment or applications which are not covered under this Services Schedule and
Blue Mantis agrees in writing to provide such Services, Customer will be charged and invoiced on
a Time and Materials basis in accordance with our existing supplemental support agreements.

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2.3. Term and Commencement of Services
The term of this Services Schedule shall be 3 months from the execution date set forth below
(“Effective Date”). The term of this Services Schedule shall be extended and/or renewed in
accordance with Section 7 of the Agreement.

2.4. Services Entitlements
If contracted for by Customer and listed in the Services matrix above, Blue Mantis will provide the
selected Technical Support Services listed below in accordance with the listed performance
guidelines and subject to the notification and incident escalation provisions set forth in Section 4
below.

Blue Mantis will provide the Support Services purchased by Customer under this Services Schedule
and any related Service Order(s) or Change Order(s) for each Supported Component listed above. In
the case of virtual infrastructure services, each OS instance, including the hypervisor, will be treated
as a separate component. The specifications for available Support Services are as follows:

Technical Support Services: Blue Mantis will use its best efforts to provide the Technical Support
Services contracted for in pursuant to this Services Schedule. The Infrastructure Monitoring,
Infrastructure Monitoring Plus, Infrastructure Management and Infrastructure Application Management
are system support services provided by Blue Mantis and its agents, and shall have the following
performance guidelines and will be subject to the notification and incident escalation provisions set
forth in Section 4 below:

Service Delivery Management (SM-MME, SM-SMB)
 Monthly Operations Meetings
 Quarterly service design sessions
 Annual strategy session
 Standard reporting support

Blue Mantis Reactive Support Augmentation
Includes:
 7X24 Contact Center function for receiving customer requests for support
 Request receipt response of 2 hours
 Request tracking and reporting in ServiceNow
 Assignment to technical resources within 4 hours
 Time and Materials support per hour for up to 275 hours per month
 Request types in scope include:
o Break / Fix activities in support of internal IT team
o Troubleshooting and triaging of stability or performance issues
o Support for configuration change needs
o Vendor engagement support where available
 Monthly reporting on support usage

Excludes:
 Support for systems outside of scope of the project activities
 Active monitoring or management services
 File, system or data recovery services
 Onsite response unless assigned to project resources already onsite

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 Initiation of vendor support tickets

3. Assumptions and Services Limitations
Customer acknowledges and agrees that in addition to the terms, conditions and limitations set forth
in the Agreement, the Services provided for under this Services Schedule are limited and/or
conditioned on the following:

A. Blue Mantis will provide commercially reasonable efforts to support covered software and
hardware that is no longer supported by the original manufacturer, software vendor, or agreed
upon third party. Absence of usable manufacturer warranty and any out-of-scope activities
associated with software and/or hardware will result in best effort, next business day
response, and services will be billable on a time and materials basis.
B. “Moves/Adds/Changes" refers to and includes modifications to existing technology and/or
code configurations that would typically be completed by an Administrator without the need
for project management, third-party coordination, new hardware components or software
upgrades.
a. Customer will assign an IT resource or business owner(s) responsible for submitting all
move/add/change requests. Blue Mantis is not responsible for creating the content
for these change requests. Upon ticket completion, User is responsible for verifying
resolution.
b. In all cases, a move/add/change request is limited to a single device or platform and
must be able to be completed in three (3) hours of work effort and be able to be
completed by a Level 2 Engineering resource or below. Move/add/change requests
outside of these parameters or that span multiple devices or platforms will be billable.
c. Should a request be deemed billable per the definition above, Blue Mantis will inform
the IT resource or business owner, and will provide level of effort estimates, hourly
rates and next steps to the Customer.
C. Services only cover specific devices, Services and Supported Component provided for under
this Services Schedule. Other issues are not the responsibility of Blue Mantis, and any
remediation actions required against non-covered instances are out of scope of the
Agreement and are not covered.
D. Blue Mantis maintains the licenses for any devices, virtual management appliances, or agents
installed for purposes of server support. These agents must be removed by the Customer
upon termination of the Agreement or the applicable Services Schedule.
E. Blue Mantis may, at its option, with notification, make changes or substitutions to its service
delivery platforms, systems and tools including but not limited to monitoring tools, ticketing
systems, portals, anti-virus, anti-malware, anti-spam and other systems and tools. These may
include both Customer-facing and non-Customer-facing components.
F. The following are specifically excluded from the Services:
i. Recovery of the operating system, other software, and data.
ii. Support for network-related problems outside the Supported Components if the
problem is determined to be out of scope, Customer will be charged pursuant to a
separate Service Order.
iii. Any services required due to failure of Customer to incorporate any system fix, repair,
patch, or modification provided to the Customer by Blue Mantis.
iv. Any services required due to failure of Customer to take avoidance action previously
advised by Blue Mantis.
v. Any services required to remediate viruses and malware.
vi. Support for non-corporate owned authorized or provided devices.
vii. End user training, with the exception of training of Customer IT resources on use of
Platform.

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Blue Mantis | Maintenance & Support Contract

viii. System outages which result from interruptions or fluctuations in the delivery of power.

3.1. Assumptions
The following assumptions and conditions were used and relied upon by Blue Mantis in the
development of the scope of Services and pricing in this Services Schedule, and to the extent such
conditions or assumed facts prove untrue or change due to a cause or action not created or taken
by Blue Mantis this Services Schedule and/or the Agreement may require modification as to timing,
fees and other specifications which will be set forth in a change order or amendment to this Services
Schedule signed by the parties.

Contract Specific Assumptions
i. Any charges incurred by Blue Mantis, including but not limited to changes to the Call Center,
telecommunications charges, or other third-party costs, that are required to meet Customer
requirements and related directly to delivery of Services to Customer will be invoiced to
Customer. Blue Mantis will obtain Customer approval before incurring any such charges.
Delays or outages caused by lack of Customer approval will not be covered by the Agreement.
ii. Customer will provide Blue Mantis advance notice of maintenance windows or projects that are
likely to impact system performance, call volume or call content.
iii. Blue Mantis support is limited to English speaking users.
iv. Blue Mantis is not responsible for longer response times in the event of a broad Customer
system outage.

General Assumptions:
v. It is Customer’s responsibility to ensure a full working backup of their data and operating
environment is created prior to the commencement of any Services. Blue Mantis and its agents
shall not be responsible for any lost Customer data.
vi. Customer will provide the necessary access to building(s), room(s), workspace and computers
and network equipment to enable Blue Mantis to provide and complete the above Services.
vii. Customer will be responsible for providing Blue Mantis with their own Customer user account
and password for the duration of the Agreement prior to any Services being performed.
viii. Blue Mantis reserves the right to replace personnel with resource(s) of at least equal expertise
as needed.
ix. Customer will notify Blue Mantis immediately if any onsite provided resource is not meeting all of
the outlined job responsibilities, and Blue Mantis will work to correct and train, or replace
resource expeditiously at no additional cost to Customer.
x. Blue Mantis will have required connectivity to the Customer network for purposes of remote
support. Customer will have a continuous Internet connection with adequate bandwidth and
reasonable latency.
xi. Customer’s network must also have a static IP address assigned to each Supported Component
that is to be monitored pursuant to the Services.
xii. Customer will provide appropriate resources for the implementation of the necessary on-
premises appliances and software, including but not limited to a systems monitoring appliance
and monitoring agents.
xiii. When applicable, Customer must provide Internet Service Provider (ISP) contact account
information, and letter of authorization, so that Blue Mantis can communicate on Customer’s
behalf should the need arise.
xiv. Customer will provide any available technical information required for startup and support
including, when required, available relevant network diagrams, physical and logical, with special
emphasis on existing network standards.
xv. Customer will assign Primary and Secondary contacts for support communications with Blue
Mantis.

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xvi. Required inventories of devices and users to be covered under this Agreement will be provided
by Customer to Blue Mantis during onboarding of Services (see Attachment A – Equipment and
User Inventory).
xvii. Customer will notify Blue Mantis in writing of all pertinent security, operations, maintenance,
configuration, or systems management policies prior to services. Blue Mantis will not be held
accountable for compliance to policies or requirements that are not so agreed upon prior to
performance of any Services.
xviii. Third party vendor support operational and warranty agreements required for Blue Mantis
support will be validated during the Support Startup Phase.
xix. Customer will supply and make readily available all third-party software and hardware needed to
support the implementation and performance of the Services, including all third party software
licenses and media required for supported devices covered by this Services Schedule. Third
Party licenses will remain the property and responsibility of Customer.
xx. All reporting is based upon Blue Mantis standard available reports; customized reports will
require custom services at Blue Mantis standard rates. All such custom report services shall be
documented by a separate Agreement signed by the parties.
xxi. For any third party delivered services, Customer is bound to the terms and conditions associated
with those third-party services and appended to this Services Schedule.
xxii. Upon termination of the Services Schedule, Service Order or Statement of Work, Customer has
thirty (30) calendar days to obtain digitally stored electronic data from the Blue Mantis Host
Network. Thereafter, Customer’s data is subject to deletion at Blue Mantis’ sole discretion.

4. Services Implementation
4.1. Support Services During Implementation Phase

A. Blue Mantis will schedule the activation of the Services specified in accordance with the timing
required for the Services Commencement Date. Support Services will be provided as practical
during this implementation phase.
B. Blue Mantis will activate the Services through remote activation processes. During the activation
process, Blue Mantis and Customer will perform the following specified tasks:
i. Customer will identify and document designated primary and secondary contacts.
ii. Blue Mantis will identify and document Blue Mantis account team supporting Customer.
iii. Review support capabilities and processes with designated Customer contacts.
iv. Designated teams will review contracted Services activation project with designated
Customer contacts.
v. Assess and stabilize any existing Services issues as appropriate, subject to additional
charges.
vi. Install virtual management appliance and support agents on supported devices as
required.
vii. Manage Customer monitoring alerts via a “tuning queue” for approximately ten (10)
business days. During this period Blue Mantis will respond on a best-effort basis as the
monitoring sets are adjusted for maximum effectiveness.
viii. Document standard and special operating procedures (SOPs).
C. Any difference in coverage types, counts and/or devices between this Services Schedule and
Customer’s actual environment that are uncovered during the implementation phase will be
immediately communicated to Customer via Events Notice and added to/removed from the
Services Schedule (along with applicable fees).

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Blue Mantis | Maintenance & Support Contract

4.2. Location and Contact Information
Location(s) of Services:
Upon execution of this Services Schedule, Customer will provide a list of physical addresses for the
locations where Services will be provided. The addition or removal of sites must be executed via
Change Order and may result in an increase in service pricing.

Unless otherwise specifically provided herein, the Services will be performed from the Blue Mantis
Remote Network Operation Centers.

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5. Services Schedule Authorization
This Services Schedule shall be considered a Statement of Work and as such is incorporated by
reference in the Cloud Management Services Agreement executed between Blue Mantis and DeKalb
County Schools and dated April 20, 2022. The parties’ agreement to and execution of this Services
Schedule and the Cloud Management Services Agreement are necessary prior to commencement of
Services. In cases where there may be a direct conflict between specific terms of the Agreement and
the Services Schedule, the Services Schedule shall prevail.

DeKalb County Schools Authorization Blue Mantis Authorization

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Contract Term: 3 months
Purchase Order Number: Project Number:
(If no Purchase Order is indicated, the Project # for Version: 1.0
this Statement of Work will be used.)

When agreed to, please sign, date and fax or email to:
Steve Pellicci, Account Manager
Phone: (207) 475-1886
Email: steve.pellicci@bluemantis.com

We will sign and return a fully executed copy to you.

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Blue Mantis | Maintenance & Support Contract

6. Attachment A – Equipment and User Inventory
Inventory must include all covered equipment specifications including make, model, serial number,
operating system, service coverage per this Agreement.

Agenda Item