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HomeMy WebLinkAboutC2011-375 - 9/29/2011 - NAL er On '�F I e -Admin MANAGED IT SERVICES PROPOSAL Exhibit A The Layer One Networks Workstation Managed Services program provides affordable proactive IT management and support to growing businesses. Utilizing our unique framework for providing managed services, Layer One Networks provides a range of proactive services to keep your computer systems up and running and your people and business productive. System Administration Based on Your Business Needs Our goal is to serve as your technology partner with a focus on providing solutions. We use a consultative approach to evaluate your business and technology needs and then advise on the best solutions for your current and future needs. Layer One Networks can save your organization time and money through better use of appropriate technologies. Features • Site Assessment and Inventory • T�61rW��e�C� f • Management and Status Reporting • Best Practice Driven • Automated and Reliable Benefits • Reliability • Security • Consistency • Productivity • Cost Management and Control • Performance • Managed Expansion and Growth Ma naged I nfrastructure Services Our managed infrastructure service provides your organization with a virtual Network Administrator. Our certified engineers will assist your company in managing, monitoring and troubleshooting all critical network devices, maintaining network security, troubleshooting Internet connectivity issues, etc. On -going Managed Services include: • DNS Management (External) FTP Hosting Support (External) Initials 2011-375 1 of 14 09/29/11 Ver 1.2 Layer One Networks IND XED • Internet Connection Support • Internet Router /Firewall Management • Layer 2/3 Switch Management • License Compliance Checks a li • • Network Security • Network Traffic Analysis • VPN Management • Web Hosting Support (External) Daily workstation support issues carve away at the productivity of your staff. Our managed workstation service frees your staff from computer related concerns so they can concentrate on doing what they do best. Each managed workstation is proactively managed and monitored, so we can often resolve productivity affecting issues before they cost your company lost revenue. On -going Managed Services include: • Application Deployment • Application Addition and Change Notification • Application Log Monitoring • Bandwidth Usage Tracking • Daily System Audits • Desktop Policy Enforcement • Disaster Recovery • Disk Space Monitoring • End User Support Portal • Event Log Monitoring • File System Permission Administration • Hardware and Software Inventory • Hardware Change Notification • Management Reports • Patch Management • Performance Monitoring • Security Log Monitoring • Spyware Removal • System Log Monitoring • Unlimited 24 -Hour Telephone Support* • Unlimited On -site Support* • Unlimited Remote Control Support* • User Account Administration • User Login and Rights Auditing • Virus Protection Management * Reference Section 2.3 of the Managed Services Agreement for specific details Rest assured that your servers and critical data are being managed and monitored by our certified engineers, We will monitor your server backup, event logs, and hardware for errors. Critical patches for the Operating System, SQL, Exchange, IIS, etc. will be kept up -to -date. Security will be adjusted as necessary to protect against new and emerging threats. In addition, with our Disaster Recovery service, should your system crash due to virus, spyware, or hardware failure, we will get your system back online at our expense!* Basic Managed Services include: • Application Deployment • Application Addition and Change Notification • Application Log Monitoring • Bandwidth Usage Tracking 2 of 14 Ver1.2 • Daily System Audits • Disaster Recovery • Disk Space Monitoring • End User Support Portal • Event Log Monitoring Initials • File System Permission Administration • Firmware Management • Hardware and Software Inventory • Hardware Change Notification • Management Reports • Performance Monitoring • Security Log Monitoring • OS Patch Management • Service Monitoring and Notification • Spyware Removal and Management • System Log Monitoring • Unlimited 24 -Hour Telephone Support ** • Unlimited On -site Support ** • Unlimited Remote Control Support ** • User Account Administration (non -AD) • User Login and Rights Auditing • Virus Protection Management Enhanced Managed Services include all of the benefits of the Basic services, plus: • Active Directory Administration • Backoffice Patch Management (SQL Server, Exchange, IIS, etc) • Exchange Server Administration • Policy Enforcement • SQL Server Administration Premium Managed Services include all of the benefits of the Basic and Enhanced services, plus: • Cluster Server Administration • Terminal Server Administration * Reference the Disaster Recovery Guarantee section in Exhibit A for specific details ** Reference Section 2.3 of the Managed Services Agreement for specific details On -Site Service Unlike most Managed Service Providers, Layer One Networks can provide on -site support for your network, workstations and servers. This means that in addition to providing outstanding remote support, we can also: • Setup and deploy new systems and services • Assist in hardware failure determination and resolution • Assist in hardware maintenance as required • Assist in IT project management and budgeting All on -site services are provided with documented response times. Some services not covered by this agreement may incur additional charges when used. Third -Party Software Support Coordination As an added service, Layer One Networks will provide support coordination for third -party software applications. Let us remove the burden of speaking "tech talk" with your third - party vendors. Features • You have one number to call for issues with applications and vendors Initial 3of14 Ver 1.2 • We act as a technical liaison to vendors • We track issues through resolution Benefits • One point of contact - easy to remember and hand off for all aspects of the issue • Consistent communication — helps to expedite a resolution • Increased efficiency — you do not have to wait on -line with vendor representatives to resolve issues Disaster Recovery Guarantee Layer One Networks guarantees in the event of a hardware failure, an OS security exploitation, or a virus infection that you will not be billed for the labor required to restore your server to the point provided by the last good and available backup. Qualifications In order to qualify for Layer One Networks Disaster Recovery Coverage, your environment must comply with the following requirements. Please initial next to each item to indicate that the requirement has been explained to you, and that you can comply with the requirement: Initials Requirement System hardware is under current warranty covers e from vendor System operating system is Windows 2003/2008 Server or Windows a/7 Network Network is protected by a hardware -based firewall No ICS or RRAS System file - system and email- system (if applicable) is protected by licensed and up-to-date virus protection software S stem is connected to a working UPS S stem is ONLY administered b La er One Networks personnel Client has an adequate and functional on -site backup system. There is an employee onsite that is responsible for changing the backup tape daily. System has an adequate amount of hard disk storage. There must be a 2:1 ratio of free hard disk space to used hard disk space in each managed system. Layer One Networks is permitted to take reasonable measures to ensure the security of the managed system(s). Measures may include defining permitted business applications, restricting user access to unnecessary functions, limiting the attack profile of servers and workstations etc. Recovery coverage assumes data integrity on the client's backup media. Layer One Networks does not guarantee the integrity of the backups or the data stored on the backup media. Under this coverage Layer One Networks will restore the system to the point of the last successful backup. If the system or its applications require additional configuration beyond the data provided by the latest backup, Layer One Networks will bill this portion according to the rates published in Exhibit B. Client provides all Software installation media and key codes in the event of a failure. Initials 4 of 14 VerI.2 Disaster Recovery Service Exclusions Layer One Networks reserves the right to bill for labor incurred during a system recovery if circumstances surrounding the customer's system failure meet the following qualifications in whole or in part: a. Customer fails to adhere to all of the requirements outlined in the above "Qualifications" section b. Environmental failure events that render hardware unusable c. Force Majeure events beyond Layer One Networks reasonable control, including but not limited to Acts of God, government regulation, labor strikes, natural disaster, and national emergency. d. Any act or omission on the part of any third party other than Layer One Networks. Offslte Replication As an add -on service, Layer One Networks can provide periodic offsite replication of critical backup information. Replicated data will be stored remotely in our secured datacenter. Many times, back tapes are stored right next to the server that they are meant to protect. This makes the media susceptible to the same data loss risks as the server. Fire, flood, excessive heat, theft, etc., can limit your ability to recover in the event of an emergency. While taking backup tapes offsite is one possible solution to this problem, we have found that it is not done consistently. Let our automated offsite replication service take care of the problem so you don't have to. Mtowimal Layer One Networks will regularly install patches and critical updates to your systems to help ensure that you are guarded against the latest vulnerability threats. For many of these updates to be installed properly your system must be restarted. Layer One Networks will restart your systems, as necessary, between our regular maintenance window of 11PM and 5AM Sunday through Saturday. If the expected downtime is greater than 15 minutes then Layer One Networks Managed Services staff will contact you to inform you of the outage. You reserve the right to request that Layer One Networks reschedule the outage to align with your business needs. Initials S of 14 Ver1.2 Exhibit B Fee Schedule for Managed Services Managed Services Rates (Per Month): Infrastructure: $150.00 Basic Server: $150.00 Enhanced Server: $250.00 Premium Server: $350.00 Workstation: $40.00 Initial Count: Infrastructure Sites: 0 Basic Servers: 3 Enhanced Servers: 2 Premium Servers: 4 Workstations: 0 One -time Fees: Managed Services Setup: $0 Monthly Charge: $2350.00 Layer One Networks will provide Client with the e -Admin Managed Services as defined in Exhibit A. As part of this Agreement Layer One Networks will provide a dedicated technical account manager whose responsibility will be to work with Client management to determine an appropriate technology strategy for Client and to meet with Client management on service level acceptability, current issues and to plan proactive work on an agreed upon periodic basis. (Exclusions: Layer One Networks offers a variety of services in addition to the e -Admin Managed Services. Such services are outside the scope of this contract, and will incur separate charges for each use. A few examples of services that are not covered are: • Cost of new or replacement hardware, software, cabling, equipment and third -party services that may be required to perform services under this agreement. • Projects requiring a significant amount of time and resource scheduling on the part of Layer One Networks. Client will be quoted a price for such projects prior to the start of any work, and all project work will be billed separately. • Disaster recovery of devices that failed to meet the requirements for the Disaster Recovery Guarantee outlined in Exhibit A. • After hours work on managed systems that is not classified as an emergency Initials 6of14 Verl.2 • Setup of new systems not yet covered by this agreement • Support of systems not coved by this agreement prior to the problem occurring Fee Schedule for Excluded Services: Level 1 Support * $100/hour Level 2 Support * $115/hour After Hours Service ** Add 50% Emergency Service Add 50% Minimum Billing for Emergency Service 2 Hours Minimum Billing for Phone Support 15 Min. Minimum Billing for E -mail Support Half hour Minimum Billing for On -Site Service One hour Dedicated Project Manager Included Priority Response Time for Emergencies Included *Support level is determined by the skill level required to complete a given service request and/or the experience level of the Engineer assigned to your service request. Note that calls place by a customer with in -house IT support personnel will be billed at our Level 2 support rate. Billing begins once an Engineer is in route to the jobsite, and ends once he /she has left the jobsite. * *After Hours Service is outside of normal business hours (M -F, 8 am — S pm) Emergency service is when service is required with less than four hours notice. Terms Beginning on the Effective Date of this agreement, Client will be billed according to the above - stated payment schedule for applicable fees at the end of each month. Monthly service overage charges and hardware /software costs, if any, shall be billed monthly. Any amount due to Layer One Networks under this Agreement shall be payable according to the terms listed on the invoice without withholding, deduction or offset of any amounts for any purpose. 7of14 Verl .2 Initials Layer One Networks MANAGED SERVICES AGREEMENT This Managed Services Agreement ( "Agreement ") dated this 1st day of October, 2011 (the "Effective Date "), is between Layer One Networks, LLC., a Texas Corporation, having its principal offices at 5705 Goliihar Rd, Ste 1, Corpus Christi, TX 78412, and City of Corpus Christi: MIS Customer Call Center, with principal offices at 1201 Leopard St., 1st Floor, Corpus Christi, TX, 78401 ( "Client "). Layer One Networks and Client agree as follows: 1.0 Purpose and Scope Client desires to outsource the maintenance and support for its information technology infrastructure. Layer One Networks shall provide Client with IT Managed Services, as more specifically defined below, which shall include regular remote network management, and both remote and on -site technical assistance as necessary. 2.0 Services 2.1 Description of Managed Services is outlined in Exhibit A. 2.2 Work excluded under this agreement is outlined in Exhibit B. 2.3 Hours of Service. Layer One Networks' services will be available from 8 :00 a.m. to 5:30 p.m. central standard time, Monday through Friday. Layer One Networks is closed on Federal Holidays. After Hours Service is not covered under this agreement, but is available according to the rates published under Exhibit B. Emergency service is when service is required with less than four hours notice. Emergency service is provided for systems covered by the Managed Services Agreement at no additional charge. Examples of valid emergency issues are server down, Internet /network down, email not flowing, etc. Examples of services not considered to be an emergency are new system installs, application installations, etc. 2.4 Response Times. a. {4} hour initial response for after -hour emergency services. Emergency service is characterized as involving a mission - critical function. b. {2} business -hour initial response for emergency on -site support services. Emergency service is characterized as involving a mission - critical function. c. {8} business -hour initial response for non - critical support services. 2.5 Escalation Policy Unless it is immediately clear that a service call requires on -site service, Layer One Networks will treat each service call as a remote service call. Should Layer One Networks be unable to resolve the issue remotely within a reasonable period of time, an engineer will be dispatched according to the response times described in Section 2.4 above. 3.0 Client Responsibility 3.1 Client is required to conform to the following criteria: a. Allow the installation of managed service software on Client's network as necessary to allow for the performance of the services contemplated in this agreement. b. Have adequate back -up hardware and software. c. Have current anti -virus software. d. Provide configuration and proper ownership documentation as necessary for hardware and software. Initials_ 8of14 Ver1.2 e. Immediately alert Layer One Networks concerning any third party activity on Client's network or hardware, or the addition by a third party of additional hardware or software to Client's systems. f. Allow Layer One Networks to take reasonable measures to ensure the security of the managed system(s). Measures may include defining permitted business applications, restricting user access to unnecessary functions, limiting the attack profile of servers and workstations, etc. 4.0 Service Charges 4,1 Client agrees to pay Layer One Networks fees in accordance with the schedule and pricing set forth in Exhibit B to this agreement, as modified from time to time by the parties in writing. 5.0 Term and Termination 5.1 Term. Upon execution of this Agreement by the parties, the prior agreement between the parties shall terminate. This Agreement shall commence upon execution by Client for a term of one year. This Agreement may be continued for an additional one year period upon written agreement of the parties. Under no circumstances shall funds paid during a one -year period of this Agreement exceed $50,000. 5.2 Termination. a. Client may terminate this agreement at any time with 30 days written notice to Layer One Networks. However, Client agrees that the provision of the services under this agreement requires the application of significant Layer One Networks resources to investigate and catalogue Client's network, so that termination prior to the end of the contract period would result in a significant loss to Layer One Networks. In the event of early termination, client will be charged for all service due through the end of the current term, unless termination is due to breach by Layer One Networks. Calculation of the termination fee is done by taking and average of the monthly billing since the beginning on the contract, and multiplying it by the number of months left in the current term. b. In the event of non - conformance of the response times as outlined in Paragraph 2 of this agreement, Client must notify Layer One Networks in writing within 3 days of the non- conforming event. Layer One Networks has 10 business days to take corrective measures to ensure response times are met. If Layer One Networks fails to implement corrective measures within the 10 day period, Client may terminate this agreement with written notice to Layer One Networks for non - conformance. c. Layer One Networks may immediately terminate this agreement in the event Client fails to perform its obligation for payment of invoices pursuant to this Agreement. In such event, Layer One Networks shall have the right to recover for all Services performed prior to the date of termination. Client shall be liable for all costs of collection including reasonable attorney's fees incurred by Layer One Networks to enforce its rights under this Agreement. 5.3 Effect of Termination. Upon termination of this Agreement each party shall return or destroy, at the direction of the other party, all the other party's Confidential Information in its possession. 6.0 Indemnities and Limitations Of Liability 6.1 Infringement Claims, Initials 9 of 14 Ver l .2 Subject to the limitations set forth in Section 7.3, Layer One Networks agrees to indemnify, defend and hold the Client, its officers, employees and agents, harmless against any action to the extent that such action is based upon a claim that the software or confidential information provided by Layer One Networks infringes upon the intellectual property rights of any third party. 6.2 Third Party Indemnification of Layer One Networks. a. Layer One Networks covenants to fully indemnify, save, and hold harmless the City of Corpus Christi, its officers, employees, and agents ( "indemnitees ") from, and against, all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments recovered from or asserted against City on account of injury or damage to person (including, without limitation on the foregoing, workers' compensation and death claims), or property loss or damage of any kind whatsoever, to the extent any damage or injury may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part, an act or omission, negligence, or misconduct on the part of Layer One Networks or any of its agents, servants, employees, contractors, patrons, guests, licensees, subcontractors, under this Agreement; including any injury or damage resulting, proximately or remotely, from the violation by Layer One Networks of any law, ordinance, or governmental order of any kind; b. Layer One Networks covenants and agrees that if the City is made a party to any litigation against Layer One Networks or any litigation commenced by any party, relating to this Agreement, Layer One Networks shall, upon receipt of reasonable notice regarding commencement of litigation, at its own expense, investigate all claims and demands; attend to their settlement or other disposition, defend the City in all actions with counsel acceptable to City, and pay all charges of attorneys and all other costs and expenses of any kind arising from any liability, damage, loss, claims, demands, and actions. 6.3 Procedures. All indemnification obligations under this Section 7.0 shall be subject to the following requirements: (a) the indemnified party shall provide the indemnifying party with prompt written notice of any claim; (b) the indemnified party shall permit the indemnifying party to assume and control the defense of any action upon the indemnifying party's written acknowledgment of the obligation to indemnify (unless, in the opinion of counsel of the indemnified party, such assumption would result in a material conflict of interest); and (c) the indemnifying party shall not enter into any settlement or compromise of any claim without the indemnified party's prior written consent, which shall not be unreasonably withheld. In addition, the indemnified party may, at its own expense, participate in its defense of any claim. In the event that the indemnifying party assumes the defense of any such claim, the indemnifying party shall have no liability for attorney's fees and costs incurred by the indemnified party. 6.4 Liability. Layer One Networks DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR SERVICES NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. Layer One Networks WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CLIENT AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, Layer One Networks IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE Initials 10 of 14 Ver1.2 DOLLAR AMOUNT PAID BY CLIENT FOR THE PURCHASE OF SERVICES UNDER THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT Layer One Networks WOULD NOT I=NTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY. 7.0 Confidentiality 7.1 Scope of Obligation. In connection with the Services performed under this Agreement, the parties may have access to the other party's Confidential Information. "Confidential Information" means non- public information that the disclosing party designates as being confidential or which under the circumstances surrounding disclosure ought to be treated as confidential and information received from others that the disclosing party is obligated to treat as confidential, Confidential Information includes, without limitation, information relating to the disclosing party's software or hardware products which may include source code, data files, documentation, specifications, databases, networks, system design, file layouts, tool combinations and development methods, as well as, information relating to the disclosing party's business or financial affairs, which may include business methods, marketing strategies, pricing, competitor information, product development strategies and methods, Client lists and financial results. Confidential Information includes all tangible materials which contain Confidential Information whether written or printed documents, computer disks or tapes whether user or machine readable. The parties agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of the other party's Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. Each party agrees to maintain at least the same procedures regarding Confidential Information that it maintains with respect to its own Confidential Information, but in no event less than a reasonable standard of care. Without limiting the generality of the foregoing, neither party shall permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any material provided by the disclosing party and the receiving party shall not permit its personnel to reproduce or copy any such material except as expressly authorized hereunder. A party's Confidential Information may only be used by the other party in order to fulfill its obligations under this Agreement. 7.2 Exceptions. Confidential Information shall not include any information that: (a) is already known to the receiving party or its affiliates, to be free of any obligation to keep it confidential; (b) is or becomes publicly known through no wrongful act of the receiving party or its affiliates; (c) is received by the receiving party from a third party without any restriction on confidentiality; (d) is independently developed by the receiving party or its affiliates; (e) is disclosed to third parties by the disclosing party without any obligation of confidentiality; (f) is approved for release by prior written authorization of the disclosing party; or (g) is required to be disclosed under the Texas Public Information Act, Chapter 552 of the Texas Government Code. 7.3 Residual Rights. Each party acknowledges that the other may, as a result of its receipt of or exposure to the other party's Confidential Information, increase or enhance the knowledge and experience retained in the unaided memories of its directors, employees, agents or contractors. Notwithstanding anything to the contrary in this Agreement, each party and its directors, employees, agents or contractors may use and disclose such knowledge and experience in such party's business, so long as such use or disclosure does not involve specific Confidential Information received from the other party. The disclosing party will not have Initials 11 of 14 Verl.2 rights in such knowledge and experience acquired by the recipient party, nor rights in any business endeavors of the recipient party which may use such knowledge and experience, nor rights to compensation related to the recipient party's use of such knowledge and experience. 7.4 Irreparable Harm. Both parties acknowledge that any use or disclosure of the other party's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the non - disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the non - disclosing party may request injunctive or other equitable relief seeking to restrain such use or disclosure without the necessity of proving actual harm or posting bond. 7.5 Survival of Obligation. The terms and provisions of this Section 8.0 shall survive any expiration or termination of this Agreement. 8.0 Ownership of Work Product 8.1 General. All worldwide intellectual property rights associated with any ideas, concepts, techniques, processes or other work product created by Layer One Networks during the course of performing the Services shall belong exclusively to Layer One Networks, and Client shall have no right or interest therein. Unless this Agreement is terminated by Layer One Networks for Client's material breach or failure to make payments to Layer One Networks, Layer One Networks hereby grants to Client a perpetual, royalty -free, nontransferable, nonexclusive license to use, solely for Client's internal business purposes, the object code form of any application software programs or other work product created by Layer One Networks in performing the Services. 8.2 Development Tools. Notwithstanding anything to the contrary in this Agreement, Layer One Networks will retain all right, title and interest in and to all software development tools, know -how, methodologies, processes, technologies or algorithms used in providing the Managed Services which are based on trade secrets or proprietary information of Layer One Networks or are otherwise owned or licensed by Layer One Networks. Licenses will not be deemed to have been granted by either party to any of its patents, trade secrets, trademarks or copyrights except as otherwise expressly provided in this Agreement. Nothing in this Agreement will require Layer One Networks or Client to violate the proprietary rights of any third party in any software or otherwise. 8.3 Further Assurances. Layer One Networks and Client agree to execute and deliver such other instruments and documents as either party reasonably requests to evidence or effect the transactions contemplated by this Section 8.0. The provisions of this Section 8.0 will survive the expiration or termination of this Agreement. 9.0 Right To Engage In Other Activities Client acknowledges and agrees that nothing in this Agreement will impair Layer One Networks' right to perform services or acquire, license, market, distribute, develop for itself or others or have others develop for Layer One Networks similar technology performing the same or similar functions as the technology and Services contemplated by this Agreement. Initial 12 of 14 Verl.2 10.0 Independent Contractor Layer One Networks is an independent contractor. Neither Layer One Networks nor Client are, or shall be deemed for any purpose to be, employees or agents of the other and neither party shall have the power or authority to bind the other party to any contract or obligation. 11.0 Recruiting or Hiring of L1N Staff Client agrees to not recruit or hire or retain any Layer One Networks staff for employment or work of any kind, either as an employee or an independent contractor, except through Layer One Networks, during the duration of Layer One Networks servicing Client and for a period of twelve months thereafter. In addition, Client recognizes that because of the substantial recruitment and training costs in the Information Technology industry, Client agrees that liquidated damages for such a breach will be 50% of the staff member's or contractor's then current annualized compensation. 12.0 Insurance Layer One Networks agrees to comply with the attached insurance requirements (Exhibit C) 13.0 Assignment Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement to an entity who acquires substantially all of the stock or assets of such party; provided that consent will be required in the event that the non - assigning party reasonably determines that the assignee will not have sufficient capital or assets to perform its obligations hereunder. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns. 14.0 Governing Law The laws of the United States government and the state of Texas shall govern this agreement, its terms and conditions. Client agrees that the proper forum for any claim arising under this agreement shall be in the state of Texas. 15.0 Service of Notice Service of all notices under this Agreement shall be sufficient if made by registered mail to the specific party involved herein at its respective address noted in the preamble to this Agreement. 16.0 Entire Agreement and Modifications Each party acknowledges that it has read this Agreement and further agrees that the Agreement is the complete and exclusive statement of the parties and supersedes and merges all prior proposals, understandings, and agreements, oral or written, between the parties relating to the subject matter hereof, including without limitation, the terms of any Client request for proposal. No modification, amendment, supplement to or waiver of this Agreement shall be binding upon the parties hereto unless made in writing and duly signed by both parties. 17.0 Severability Initials 13 of 14 Verl.2 In the event any one or more of the provisions of this Agreement or of any exhibit is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired. 18.0 Force Majeure Layer One Networks shall not be responsible for failure to perform under this Agreement when its failure results from any of the following causes: Acts of God or public enemies, civil war, insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor trouble or work interruption, loss of a IP address or other disruption to Internet connection, or any cause beyond its reasonable control. 19.0 Agreement Headings and Numbering Paragraph headings and numbers used in this Agreement are included for convenience of reference only, and, if there is any conflict between any such numbers and headings, and the text of the Agreement, the text shall control. 20,0 Execution Of Agreement This Agreement may be executed in one or more counterparts, each of which shall be considered and original, but all of which together shall constitute one and the same instrument. 21.0 Special Considerations The following special considerations have been made between Layer One Networks and Client: NONE. The scope of this agreement is limited to MIS Customer Call Center. Services performed for other City of Corpus Christi departments will be considered separate from this agreement. Client Name; G4 fzr 4 Title: 6X6 Date: Layer One Networks Title: P��� Date: l Q, (I � ApproNad 59 to 10YM:.�. ---- Lisa Agin ar Assistant Ci ttorney For City Attorney 14 of 14 Ver l .2 Signature: L.Jx - 1 Initial FW: Layer One Insurance exhibit attached FW: Layer One Insurance exhibit attached Annie Leal Sent: Thursday, September 22, 20113:55 PM To: Lisa Aguilar; Connie Burns Importance: High From: Daniel Schoene [mailto:daniel @11n.com] Sent: Thursday, September 22, 20113:14 PM To: Annie Leal Subject. RE: Layer One Insurance exhibit attached Importance: High Hi Annie, Page 1 of 3 I our insurance agent has confirmed that our current policy meets the City requirements. I was told that the City was sent a copy of our insurance certificate back in May when our insurance policy renewed. Please let me know if there is anything else I need to do in order to get this pushed through. Thank you, Daniel L. Schoene Jr. President/ Network Engineer Layer One Networks, LLC. 5705 Gollihar Rd Ste 1 Corpus Christi, TX 78412 -3109 Office: 361 -653 -6800 Fax: 361- 653 -6801 Email: daniel 11n.com Web: www.iln.com From: Annie Leal [mailto:AnnieL @cctexas.com] Sent: Thursday, September 22, 20119:38 AM To: Daniel Schoene Subject: FW: Layer One Insurance exhibit attached From: Lisa Aguilar Sent: Thursday, September 22, 20119:37 AM To: Annie Leal; Connie Burns Subject: RE: Layer One Insurance exhibit attached Please ask him to reply via email if the insurance exhibit is acceptable. Then I will attach his email and the insurance exhibit to the already- provided signed contracts and forward the contracts for City Manager signature. https:Hohl prd06O2. outlook. com /owa/ ?ae= Item& t= IPM.Note &id= RgAAAABnOiRNMH3... 9/22/2011 FW: Layer One Insurance exhibit attached Thank you. Lisa Aguilar Assistant City Attorney City of Corpus Christi 1201 Leopard Corpus Christi, Texas 78401 lisaa @cctexas.com (361) 826 -3378 Page 2 of 3 "Confidential Attorney/Client Privileged Information" This transmission and any attachment(s) may contain confidential information from this office. This information is solely for the use by the individual named as the recipient. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this transmission is prohibited. From: Annie Leal Sent: Thursday, September 22, 20119:34 AM To: Lisa Aguilar; Connie Burns Subject: RE: Layer One Insurance exhibit attached Lisa, yes, I did. Let me follow -up with him. Fhanks. Annie Leal From: Lisa Aguilar Sent. Thursday, September 22, 20119:33 AM To: Annie Leal; Connie Burns Subject: RE: Layer One Insurance exhibit attached Annie and Connie, Did you forward the new insurance exhibit to Layer One for their review? Did he reply? If not, please send me his email address, and I can forward to him. Thank you. https: / /ch 1 prd06O2. outlook. com/owa/ ?ae= Item& t= IPM.Note &id= RgAAAABnGiRNMH3 ... 9/22/2011 FW: Layer One Insurance exhibit attached Lisa Aguilar Assistant City Attorney City of Corpus Christi 1201 Leopard Corpus Christi, Texas 78401 lisaa @cctexas.com (361) 826 -3378 Page 3 of 3 "Confidential Attorney/Client Privileged Information" This transmission and any attachment(s) may contain confidential information from this office. This information is solely for the use by the individual named as the recipient. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this transmission is prohibited. From: Lisa Aguilar Sent: Wednesday, September 14, 2011 11:11 AM To: Annie Leal; Connie Burns Subject: Layer One Insurance exhibit attached Attached is the new Insurance exhibit. There are some changes to the insurance exhibit, so please forward to Layer One for their review. Thank you. Lisa Aguilar Assistant City Attorney City of Corpus Christi 1201 Leopard Corpus Christi, Texas 78401 lisaa a cctexas.com (361)826 -3378 "Confidential Attorney/Client Privileged Information" This transmission and any attachment(s) may contain confidential information from this office. This information is solely for the use by the individual named as the recipient. If you are not the intended recipient, be aware that any disclosure, copying, distribution, or use of the contents of this transmission is prohibited. https:Hchl prd06O2.outlook.conVowa/ ?ae= Item& t= IPM.Note &id =RgAAAABnGiRNMH3... 9/22/2011 ATTACHMENT INSURANCE REQUIREMENTS LAYER ONE NETWORKS'S LIABILITY INSURANCE A. Layer One Networks shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. Layer One Networks must not allow any subcontractor to commence work until all similar insurance required of the subcontractor Provider has been so obtained. B. Layer One Networks shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance with applicable policy endorsements, showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be named as an additional insured for the General Liability policy, and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 day written notice of cancellation required on all Bodily Injury and Property Damage certificates or by policy endorsements Per occurrence 1 aggregate Commercial General Liability including: $1,000,000 COMBINED SINGLE LIMIT 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Ipju Automobile Liability $1,000,000 COMBINED SINGLE LIMIT 1. Owned Vehicles 2. Hired & Non -Owned Vehicles WHICH COMPLIES WITH THE TEXAS WORKERS' WORKERS' COMPENSATION COMPENSATION ACT AND SECTION II OF THIS EXHIBIT EMPLOYERS' LIABILITY $500,0001$500,0001$500,000 C. In the event of accidents of any kind, Layer One Networks shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. 11. ADDITIONAL REQUIREMENTS A. Layer One Networks must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy with endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. B. Layer One Networks financial integrity is of interest to the City; therefore, subject to Layer One Networks right to maintain reasonable deductibles in such amounts as are approved by the City, Layer One Networks shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Layer One Networks sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Layer One Networks shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Layer One Networks shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469 -9277 (361) 826 - 4555 - Fax # D. Layer One Networks agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non- renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non- renewal of coverage, Layer One Networks shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Layer One Networks performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this agreement. F. In addition to any other remedies the City may have upon Layer One Networks failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Layer One Networks to stop work hereunder, and/or withhold any payment(s) which become due to Layer One Networks hereunder until Layer One Networks demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Layer One Networks may be held responsible for payments of damages to persons or property resulting from Layer One Networks or its subcontractors performance of the work covered under this agreement. H. It is agreed that layer One Networks insurance shall be deemed primary and non - contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2011 Bldg. Mtnc. Electrical Layer One Networks ins req. 8 -25 -11 ep Risk Mgmt.