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CONTRACT 5902 Vender Agreement CLOSEDAgreement No. 5902 N M K CORPORATION Managed Services Agreement for City of EI Segundo NMK Corporation 18122 Carmenita Road, #3331 Cerritos, CA 90703 Agreement No. 5902 Introduction This Managed Services Agreement ("Service Agreement") is the collection of terms set forth in this document for a Managed Router Service (MRS) that includes any applicable Service Level Agreement (SLA). This Agreement governs the terms of use by City of EI Segundo, herein referred to as Client; and NMK Corporation, herein referred to as Provider. Managed Services Agreement This Agreement is made between Client and Provider, executed on the date listed on the final (signature) page. The cost of the MRS is agreed upon at $1,500 per month for a term of 12 months. Furthermore, this Agreement is maintained independently of any other agreement between Provider and Client, even if Provider and Client are engaged in other service arrangements. This Agreement includes in scope the necessarydata network equipment (hardware) to terminate the City of EI Segundo's primary Internet connection located at 350 Main Street, in the City of EI Segundo (California, United States). The equipment will be installed at the start of service and will be managed and maintained by Provider, subject to the terms set forth in this agreement. The provided data network equipment will be capable of supporting a 10 Gbps Internet connection, as required by the City of EI Segundo. The equipment will be wholly owned by Provider during the term of service. In addition, technical support related to the troubleshooting, configuration, and/or replacement of the provided equipment are the sole responsibility of the Provider during the term of service. Furthermore, it is the Client's responsibility to ensure the provided Internet connection is functioning to the point where the Managed Router is located. Degradation of service due to faults in wiring and/or optical fiber cable(s) are not the responsibility of Provider. Provider will not be held liable for service outage(s) due to such faults. Support Coverage Agreement Provider agrees to be accessible to Client 24 hours a day, 7 days a week in support of the equipment installed by Provider. Client agrees to contact provider to initiate support activities by telephone. A live support agent will answer the call to triage the issue and create a ticket, if necessary. If required, a technical support engineer will be dispatched shortly thereafter to the service address location of 350 Main Street, in the City of EI Segundo. It is the Client's responsibility to provide access to the location where the Managed Router is installed such that Provider may troubleshoot and/or replace the defective item(s). A service credit is not applicable if the Client fails to provide access to the router location prior to the agreed four (4) hour deadline. Service Level Agreement This Service Level Agreement is defined for the Managed Router Service to ensure quality customer service and timely technical solution support. Per the terms of this agreement, Provider is expected to respond within four (4) hours of being notified of a service outage. If Provider fails to meet the four (4) hour response time, a credit of $200 will be provided for every hour the Provider is late to respond. Please note, a degradation in service does not constitute a service outage and is therefore not subject to the terms of this SLA. NMK Corporation Managed Services Agreement Page 2 of 4 Agreement No. 5902 Terms and Conditions Term of Service. This Agreement shall be effective as of the date specified on the following executed (signed) page. This Agreement shall automatically, in full, continually renew for the term specified in the Managed Services Agreement section above unless Client or Provider notifies the other party in writing thirty (30) days in advance of the termination of the current period. Client shall pay any applicable federal, state or local use, franchise, excise, sales or privilege taxes, duties, fees or similar liabilities chargeable to or against Provider resulting from the services furnished by Provider. Provider will provide Client with 30 days' notice prior to termination (for any reason) by Provider. Mutual Cancellation. This Agreement may be terminated for cause by either Client or Provider as applicable upon (a) an uncured material breach by the other party of any term herein or in any attached document after thirty days written notice; (b) the other party's failure to function as an ongoing concern or operate in the ordinary course; (c) assignment of the other party for the benefit of creditors; or (d) voluntary or involuntary bankruptcy filing by or against the other party. If Client terminates this Agreement without cause priorto the end of the term, Client shall pay all amounts then due and unpaid plus twenty-five percent of the amount Client would otherwise have had to pay to Provider over the remainder of the term ("Cancellation Fee") calculated based on the remaining number of months of the term. Client agrees to pay any Cancellation Fee within thirty days of any specified early termination event. Client acknowledges that such Cancellation Fee is not a penalty but is in the nature of liquidated damages. Indemnity. Client agrees to defend, indemnify and hold Provider harmless from and against any and all claims, losses, liabilities and expenses (including attorneys' fees) related to or arising out of the use of services provided by Provider to Client under this Agreement, including claims made by third parties (including clients of Client) related to any false advertising claims, liability claims for products or services sold by Client, claims for patent, copyright or trademark infringement by Client, claims from clients of Client due to disruption or malfunction of services provided hereunder (up to the limits provided by the Service Level Agreement), or for any content submitted by Client for publication by Provider, but excluding those related to the negligence of Provider. Force Majeure. Provider shall not be liable to Client or any other person, firm or entity for any failure of performance under this Agreement if such failure is due to causes beyond the reasonable control of Provider including, but not limited to vandalism, fires, inclement weather, third -party provider outages, cable cuts, power crisis shortages, acts of terrorism, and or uncontrollable acts of God, or other similar occurrences; any law, order, regulation, direction, action or request of the United States government or of any other government (including state and local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or of any civil or military authority; national emergencies, insurrections, riots, wars; or strikes, lockouts, or work stoppages or other labor difficulties. Compliance with Law. Client will use the services offered by Provider in a manner consistent with all applicable local, state and federal laws and regulations. Limitation/Disclaimer of Liability. Provider is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network provider or services its Clients may utilize. Client acknowledges that security practices are ever-changing to accommodate escalating and diverging threats. Provider will use industry accepted practices while providing security related services. Notices. Any notice under this Agreement may be e-mailed, delivered personally or mailed by registered mail to the addresses as specified on the Service Order or as the parties may otherwise designate by notice here -under. Advertising. Provider may include Client's name and contact information in directories of Provider's service subscribers and/or other advertising and marketing materials for the purpose of promoting the use of Provider's services. NMK Corporation Managed Services Agreement Page 3 of 4 Agreement No. 5902 This Agreement is entered into this 20th day of April 2020, by and between the City of EI Segundo, a general law city and municipal corporation existing under the laws of California, and NMK Corporation, a California Corporation. In witness whereof the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO NMK CORPORATION AkV Charles MalloryL4/ Nabeel Khatri IS Director President ATTEST: r Taxpayer ID No. 71-0878531 Tra ver,� ,"City Clerk APPROVED AS TO FORM- LAr I for Mark D. Hensley, City Attorney NMK Corporation Managed Services Agreement Page 4 of 4 Agreement No. 5902 ADDITION,AI., TERMS FOR NMI M/�N,A_CYF. D SERVI(,T:S /\G R,FENIENT: 1. INDEMNIFICATION. NMK Corporation ("NMK") agrees to the following: A. NMK indemnifies and holds City of El Segundo ("City") harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from City's sole negligence or willful misconduct. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, NMK will defend City (at City's request and with counsel satisfactory to City) and will indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "City" includes the City of El Segundo and its elected and appointed officials, officers, employees, and volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. 2. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, NMK will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: J.J)c O lw1surai:ce Limits Commercial general liability: $2,000,000 Professional Liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. Agreement No. 5902 C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis,'"NMK will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover NMK for all claims made by City arising out of any errors or omissions of NMK, or its officers, employees or agents during the time this Agreement was in effect. D. Each such liability policy shall name the City of El Segundo as an Additional Insured for such liability of the City, and each such first -party shall name the City as a Loss Payee. NMK will furnish to City duly authenticated Certificates of insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." E. All insurance required will be primary coverage as respects City and any insurance or self insurance maintained by City will be excess of NMK's insurance coverage and will not contribute to it. F. NMK agrees to waive all rights of subrogation against the City and its officers, officials, employees, agents, representatives, and certified volunteers for losses arising from work performed by NMK under the terns of this Agreement. G. Should NMK, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at NMK's expense and deduct the cost of such insurance from payments due to NMK under this Agreement or terminate.