Managed Support Agreement

Scope of service

Description of Services

This MSA offering includes device monitoring and remote services intended for proactively maintaining and managing the Client’s PC’s, servers, network connectivity, and functionality of the Microsoft Operating System and Microsoft Office software environments. Client will utilize BCT’s Service Desk during the hours outlined herein, for remote administration and problem resolution on the components covered under this agreement.

Fees and Payment Schedule

Client agrees to pay the fees for Services in accordance with the fee schedule attached hereto, or, if different, in accordance with any applicable Statement of Work. Unless otherwise specified in the applicable Statement of Work, Client shall reimburse BCT for all actual expenses incurred by BCT in the course of performing the Services hereunder and evidenced by receipts provided to Client (“Expenses”). BCT may modify its fee schedule from time to time. Any such modified fee schedule shall be effective thirty (30) days following written or email notice from BCT to Client.

From time to time in the performance of Services, it may be necessary for BCT to replace existing hardware, provide software, and/or provide new hardware for installation and/or use by Client. Client agrees to pay the purchase price for all such hardware to BCT as such purchase price has been specified in an applicable Statement of Work or other writing such as a purchase order.

Unless otherwise specified in the applicable Statement of Work, BCT will invoice Client on a monthly basis (“Invoice Period”) for the Services furnished, expenses incurred, and hardware furnished during the immediately preceding Invoice Period. Invoices for Services rendered on a time-and-materials basis will indicate a breakdown and distribution of charges. Statements of Work for Services rendered on a fixed-fee basis will indicate the basis upon which the fees are due and payable (e.g., milestones achieved or date passing). All invoices shall be due and payable to BCT in U.S. dollars within thirty (30) calendar days after the invoice date. All amounts not paid within thirty (30) days of the invoice date shall thereafter accrue interest, until paid, at the lesser of 1.5% per month or the maximum interest rate permitted under applicable law. Once any invoice has not been paid within the thirty (30) day period specified above, then thereafter BCT may condition provision of any Services under this Agreement to COD or other payment terms acceptable to BCT.

Except as may be otherwise provided in a Statement of Work, professional services shall be on time and materials basis and Client will be charged for all time spent on Client’s behalf. This includes time spent in conferences and meetings with Client and internal meetings of BCT personnel, preparation and research, preparing and updating documentation, project management, telephone support, and any other activity BCT deems necessary or appropriate to accomplish the work requested by the client.

Furthermore, the parties agree as follows:

  • Client will be billed for travel time to have BCT technical resources physically go to the client’s site to provide services.
  • Phone and remote support to be tracked in fifteen (15) minute increments, rounded to the nearest fifteen (15) minute mark with a fifteen (15) minute minimum time per support request.
  • Service requested by the Client to be provided on an emergency basis and/or outside of normal business hours will be billed at the lesser of one and one-half (1.5) times the normal business hours hourly rate, or $187.50 per hour.
  • For purposes of this agreement, normal business hours shall mean 8 am to 5 pm, Monday through Friday, excluding normal holidays.
  • On-site service to be tracked in thirty (30) minute increments, rounded to the nearest thirty (30) minute mark with a one (1) hour minimum charge per visit.

Notwithstanding the foregoing, BCT may from time to time offer Client the opportunity to purchase blocks of prepaid hours at a reduced hourly rate (see Fee Schedule). Service can be charged against any prepaid hours under this Agreement until the total number of hours has been used for services. For services outside normal business hours and emergency services, prepaid hours shall be applied at 1.5 times the number of hours of service.

Term and Termination

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

  • This Agreement may be terminated by the Client upon ninety (90) days written notice if the Service Provide.
    • Fails to fulfill in any material obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.
    • Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of such written notice.
    • Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.
  • This Agreement may be terminated by the Service Provider without cause upon ninety (90) days written notice to the Client.
  • If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Service Provider the actual costs of rendering such assistance.

Taxes

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

Coverage

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

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

Remote Service Desk and Management of Client’s IT infrastructure will be provided to the Client by BCT through remote means between the hours of 8:00 AM – 5:00 PM (Pacific Standard Time) Monday through Friday, excluding public holidays. Network and Application Monitoring Services will be provided 24/7/365. All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the provisions of Appendix B.

Support and Escalation

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

Service Outside Normal Working Hours

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

Service Calls Where No Trouble is found

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

Pricing of Non-Covered Equipment Services

Labor rates and miscellaneous charges shall be at BCT’s published prevailing rates. These rates apply to services performed during normal business hours 8 AM to 5 PM Monday through Friday. Services performed after hours may be billed at one and one-half (1.5) times the specified rate. Weekend rates may be billed at two (2) times the specified rate.

  • Labor rates and miscellaneous charges shall be at BCT’s published prevailing rates. These rates apply to services performed during normal business hours 8 AM to 5 PM Monday through Friday. Services performed after hours may be billed at one and one-half (1.5) times the specified rate. Weekend rates may be billed at two (2) times the specified rate.
  • A minimum of one-quarter hour will be charged for each call to the Service Desk when remote service technologies are used for non-covered services. All time billed on the Service Desk will be assumed to be approved, as Client is involved with or has authorized this process. If Service Desk personnel are unable to resolve the issue, an Engineer will be dispatched to the Client location. Standard billable rates may apply to the on-site service call.
  • All services shall be performed during Service Provider’s normal working hours. However, if Client requests work to be performed during non-working hours, Service Provider will use its best efforts to provide such services.

Maintenance Services

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

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

Virus Recovery for Current, Licensed Antivirus protected systems Attempted recovery from damages caused by virus infection not detected and quarantined by the latest Antivirus definitions is covered under the terms of this Agreement. This Service is limited to those systems protected with a currently licensed, Vendor-supported Antivirus solution. Monitoring Services BCT will provide ongoing monitoring and security services of all critical devices as indicated in Appendix B. Service Provider will provide monthly reports as well as document critical alerts, scans and event resolutions to Client. Should a problem be discovered during monitoring, Service Provider shall make every attempt to rectify the issue in a timely manner through remote means. Connections to Work Resources from any device Not on Asset Inventory BCT will provide setup of connections to work resources from personal or non-asset devices. Any devices used to access work resources must meet the Minimum Standards as set by the Software Vendors, as well as the Minimum Standards as set by BCT. Supporting these personal devices is not included in this agreement and will be billed separately at the rate listed in Appendix B.

Suitability of Existing Environment

Minimum Standards Required for Services

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

  • All Servers with Microsoft Windows Operating Systems must be running Windows 2008 Server or newer, and have all of the latest Microsoft Service Packs and Critical Updates installed.
  • All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows 7 Pro or later, and have all of the latest Microsoft Service Packs and Critical Updates installed.
  • All Server and Desktop Software must be genuine, licensed and Vendor-Supported.
  • The environment must have a currently functioning, licensed, up-to-date and Vendor-Supported Server-based Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email.
  • The environment must have a currently functioning, licensed, Vendor-Supported Server-based backup solution that can be monitored, and send notifications on job failures and successes.
  • The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet.
  • All Wireless data traffic in the environment must be securely encrypted.
  • There must be an outside static IP address assigned to a network device, allowing RDP or VPN access.
  • Workstations must be no older than three (3) years, and Servers and Networking Hardware must not be older than five (5) years.
  • Best effort must be given to keep equipment in compliance with industry standards (HIPAA, PCI), this includes (but is not limited to) log retention and reporting, storage encryption of remote equipment, and email encryption.

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

Excluded Services

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

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