SiriCOMM Network Access Services Agreement SiriCOMM, Inc.
NETWORK ACCESS SERVICES AGREEMENT
This agreement is by and between SiriCOMM, Inc, a Delaware Corporation,
hereinafter referred to as "SiriCOMM" or "Subcontractor", and ACS State and
Local Services, Inc., an affiliate of Affiliated Computer Services, Inc., a
Delaware Corporation, hereinafter "ACS". This agreement is made on this 19th day
of April 2006.
WHEREAS ACS desires to obtain from SiriCOMM network access for the benefit of
its HELP Inc. Contract for automated vehicle identification and weigh station
bypass; and
WHEREAS SiriCOMM is willing and able to provide such access; NOW THEREFORE, the
parties hereto covenant and agree as follows:
1. DEFINITIONS.
1.1. Availability means that the SiriCOMM network will be available for ACS
use 99.99% of the time.
1.2. Successful transmission wi11 be defined as the transmission and
receipt of data for every SiriCOMM Service authorized at that site
through that Router/Hub Port.
1.2. Successful transmission shall mean the movement of data from site
computer to the Tarrytown host.
1.3. Best Efforts shall mean a standard of performance that requires more
than a duty to attempt to act with diligence to fulfill an obligation,
but does not require a party to disregard its own interests.
1.4. A component is a piece of hardware or a piece of software used by
SiriCOMM to provide SiriCOMM Service under this agreement. Components
include remote server, satellite modem, 1.2 meter satellite antenna,
electronics, and mounting assembly; wireless access points and
bridges; uninterrupted power supply; and, various cabling as required
interconnecting components.
1.5. SiriCOMM Service shall mean all Services and the Network supplied
under this Agreement, including any individual Service.
1.6. The Network is the combination of all the Components utilized under
this agreement with which SiriCOMM provides Internet access and
private data or equivalent to private data network service.
1.7. A Router/Hub Port is a telecommunication path from the nearest
originating to the furthest ACS terminating Component containing
logical data streams.
1.8. Service means any features or functionality ordered by ACS from
SiriCOMM under this agreement, including but not limited to network
management services, billing services, installation services, and
maintenance services.
1.9. The term Installation shall mean the carrying out and completion of
all work, including procurement of components, site surveys,
scheduling, physical and logical connection of all components to the
Network to ensure that the Router/Hub port is fully integrated into
the SiriCOMM Services, testing, correction of any problems which cause
the Router/Hub Port not to meet
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specifications, required to meet specifications in connection with a
site at which SiriCOMM Service is to be provided under this agreement.
2. GENERAL. During the term of this Agreement ACS shall use SiriCOMM as its
exclusive satellite-based network provider. Any data transmission or other
requirements of SiriCOMM to fulfill its obligation under this agreement
shall not in any way limit or otherwise interfere with the products and
services provided to ACS by SiriCOMM. The parties further agree that as
changes occur in the market conditions, the regulatory environment, and
business conditions warrant that they may collaborate to develop new
products, services, or improvements on existing offerings.
3. Any services offered beyond the services outlined in the section `service
description' at a PrePass site must have written approval from ACS and the
State if required.
4. Service Description.
The service includes:
- Satellite access and equipment
- Support for up 300 sites/computers
- Data storage space of the remote site server
- Data storage space on vendor site server
- Encryption key management - minimum triple - DES/128-bit
- Guaranteed File Delivery using Multicasting
- File Delivery Reporting
- Always on Connectivity
- Remote servicing
The network provider shall provide a secure, managed IP connection that is
carried across the network of a single vendor from the remote site to the
vendor's satellite hub. ACS shall have a private network providing communication
with guaranteed file delivery.
The following subsections provide additional information on key elements and
features of the proposed SiriCOMM solution.
Guaranteed Bandwidth - SiriCOMM will guarantee available bandwidth and
prioritize ACS data files over InTouch user's requests as required for timely
delivery of data files as described in the section Guaranteed File Delivery.
Guaranteed File Delivery - The satellite network shall deliver data to each site
via multicasting. The satellite vendor shall deliver data to the ACS datacenter
via the vendor's multicast satellite system. The system must ensure that all
sites will receive authorized packages. SiriCOMM will provide confirmation of
the package delivery to ACS. SiriCOMM will guarantee all packages will be
delivered as long as there are no failures on the PC or host side.
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The satellite transmission will be based upon the traffic data listed below. The
upload speed must support retrieving data from all sites within an hour. The
outbound traffic must support data delivery to each site within 3 hours.
Table 1 - Bandwidth and Traffic Data Table
-------------------------------------------------------------------------------------------------------------------------
File Direction MIN AVG MAX Frequency Window Notes
Type
-------------------------------------------------------------------------------------------------------------------------
TAG OUTBOUND 4MB 6MB 8MB Weekly Night Multicast
(3hrs) By State
-------------------------------------------------------------------------------------------------------------------------
DIFFs OUTBOUND 300KB 600KB 900KB Daily AM Multicast
(2hrs) By State
-------------------------------------------------------------------------------------------------------------------------
BEs INBOUND 10KB 200KB 300KB XX 00 Min Unicast
-------------------------------------------------------------------------------------------------------------------------
File Delivery Reporting
The vendor application shall provide a report that i includes the sending of
delivery confirmations. The confirmations shall be tabulated and kept on the
server for record purposes.
Shortened Delivery time of Files:
The vendor shall use multicast feature, and providing broadband capacity to
guarantee the delivery of TAG and DIF files to each site in a collective window
of 3 hours. The vendor shall FTP files from all the remote sites files within 1
hour.
"Always - On" Connectivity
The VSAT network shall allow each remote site to be consistently connected to
the ACS Tarrytown Data Center. The data accumulated for the TRANS files, must be
able to be sent immediately as individual transactions as required, unless
SiriCOMM is conducting maintenance and/or other services to the network that
require the network to be rendered unusable for a temporary period of time.
Remote Servicing
The vendors shall provide persistent connectivity to all remote sites, ACS shall
be able to monitor remote PCs via the monitoring system SiriCOMM provides or
similar application software, or allow browser-based applications. Furthermore,
the VSAT platform must allow ACS to monitor and control its remote PCs via SNMP
and trigger SNMP traps if required.
Network Monitoring and reporting
The vendor shall provide real-time monitoring of network and file transfer
performance. Real-time monitoring can be web access to a monitoring tool or
hourly reports of network performance.
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The vendor shall monitor the network 24x7x365 and provide instance feedback to
ACS stakeholders. Interrupts and outages must be reported to ACS using an
escalation process agreed upon by each party with 30 minutes of any incident.
5. ACS CONNECTION TO THE NETWORK. ACS shall provide, at its own expense, the
telecommunications circuit for its connection to the public Internet to
deliver packets from AC S's Ethernet switch to the SiriCOMM Network.
6. ORDERS FOR SERVICE. Orders for SiriCOMM Service will be controlled by the
terms of this agreement. Orders for any Installation, Add, Move, Change or
Disconnect under this Agreement shall be provided to SiriCOMM solely by
ACS. Such orders shall include authorization allowing SiriCOMM to work with
any designated state facility where ACS deems appropriate. SiriCOMM shall
not accept orders for any Installation, Add, Move, Change or Disconnect or
any other Service under this agreement from any state facility directly.
7. INSTALLATION:
7.1 A certified installation technician must professionally install the SiriCOMM
equipment.
7.2 SiriCOMM will provide documentation for each site that contains hardware
describing what is to be installed at each location. The hardware will include a
1.2-meter satellite antenna ("dish"), mounting hardware, satellite-modem
("RCST"), SiriCOMM's remote server ("RS") that connects to the ACS local site
hub or directly to the PC, cables, and accessories. The dish will be able to
withstand the wind load ratings of the individual State requirements. The RS
will contain the necessary software to complete the connection between the
SiriCOMM router, hub and the ACS hub, and/or PC and wireless access point(s).
7.3. SiriCOMM is responsible for all cost and scheduling associated with the
installation by a third party. ACS and SiriCOMM will review the total
installation cost for each site. ACS will review cost overruns with the vendor
prior to installation. ACS wi11 pay all cost over and above the
contractors"normal' cost not to exceed 10% of the `normal' installation cost.
Normal cost is defined as all labor and material costs associated with the
following:
a) Installing (1) dish on a roof or ground level platform
b) Installation of (1) RS site computer
c) Cabling from the satellite dish to the RS computer
d) Installing of the necessary power to support the dish and satellite
system (where needed)
e) Configuration and setup of RS computer
f) Aiming and pointing of satellite dish
g) Grounding of satellite dish and RS computer
h) Wireless access point(s)
i) Shipping and handling of all equipment
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j) Travel, meals, communication charges
SiriCOMM may xxxx ACS no more that $200 per site if site installation is outside
normal site cost as stated above.
7.4 SiriCOMM is responsible for all inside wiring repair necessary to install
the service.
7.5 The installation is warranted for 12 months from the date of installation.
Should the dish used to send and receive service go out of alignment, SiriCOMM
is responsible for all costs and scheduling associated with the service call.
7.6 Any changes to, including "re-pointing" or "aiming", the dish and parts
connect to the dish must be done by a certified SiriCOMM installer or
technician.
7.7 SiriCOMM is responsible for the installation, configuration, and ongoing
maintenance of the RCST and RS at each site. Certified SiriCOMM technicians must
perform any configuration changes or software upgrades.
7.8 SiriCOMM will comply with all state requirement of installation. If dish
size is an issue, the state may require the use of a smaller version. If a
smaller dish is used, ACS understands and agrees that SiriCOMM cannot guarantee
service quality as described in section Guaranteed File Delivery. Any
advertising or other external uses of the dish must be approved by the state and
ACS.
8. INSTALLATION SCHEDULE.
8.1. The parties will agree on a schedule ending 12 months from the
Effective Date that includes the milestones in Attachment _ and all
Installation for state facilities and which is subject to change by
mutual agreement of the parties. Subject to Force Majeure events and
situations beyond the reasonable control of SiriCOMM, SiriCOMM agrees
to meet the Installation Schedule of 12 months. ACS will provide all
support required to uphold the Installation Schedule.
8.2. Installation shall be performed during the hours directed by ACS,
unless an alternative is mutually agreed upon by the parties.
8.3. State construction or procurement may cause delays in installation
that are no fault of ACS or SiriCOMM.
9. INSTALLATION PROCEDURE.
9.1. All work associated with an Installation must be performed in a good
and competent manner, in accordance with manufacturer and industry
standards and specifications. All separable components used in the
provision of SiriCOMM Service shall have been purchased new for
SiriCOMM Service under this agreement.
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9.2. After completion of work associated with an Installation, SiriCOMM
shall insure that the exterior of components and the surrounding areas
are clean and that all discarded parts, supplies and other waste is
removed from the premises.
9.3. In the event it is foreseen that an Installation cannot be met or an
Installation is not completed by the Installation date, SiriCOMM shall
use Best Efforts to resolve the problem.
9.4. During Installation, SiriCOMM will perform a test procedure to verify
that the SiriCOMM Service through the Router/Hub Port at the site
meets Test and Acceptance criteria. The Test and Acceptance criteria
are to be determined and mutually agreed upon by both parties and
included as Attachment to this agreement. The testing methodology may
change from time to time to accommodate an improvement or efficiency
in applicable technology.
9.5. SiriCOMM Notice of Requirements. If necessary and/or required,
SiriCOMM shall conduct an on-site survey on the state premise and
shall coordinate with ACS in order to conduct the survey.
9.6. SiriCOMM shall obtain approval from ACS and the State agency to modify
any existing building structure.
10. OWNERSHIP OF INTELLECTUAL PROPERTY.
10.1. Except as otherwise expressly provided by this Agreement, nothing
herein shall be deemed to grant or transfer to a party or any third
party any right in, or license under, any patents, copyrights, trade
secrets rights, trademarks, service marks or other intellectual
property rights own by, or licensed by a third party to, the other
party.
10.2. If during the term of this Agreement ACS requests that SiriCOMM
provide custom development in connection with the SiriCOMM Service,
then if SiriCOMM agrees to undertake such development the parties
shall endeavor to negotiate in good faith prior to commencement of
the work appropriate applicable terms and conditions including
without limitations the specifications and schedule for the
deliverables, the ownership of any resulting intellectual property
rights, and the consideration to be provided for the work. If agreed
upon by the parties, such terms and conditions shall be incorporated
into this Agreement by way of written amendment unless otherwise
determined by the parties.
11. MAINTENANCE.
11.1. Maintenance shall mean services conforming to the requirements of
this Section. All maintenance and repair work must be performed in a
good and workmanlike manner, in accordance with manufacturer and
industry standards and specifications in order to keep SiriCOMM
Service operating with specification. SiriCOMM may charge ACS At Cost
for mutually agreed upon replacement or repair caused by an ACS
employee only to the extent replacement or repair costs are
attributed to: (1) damage or loss due to negligence, misuse or abuse;
(2) failure to provide the same operating environment as at
Installation; (3) unauthorized alterations; (4) attachments of
equipment to Separable
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Components in violation of SiriCOMM specifications; (5) movement of
Separable Components not authorized by SiriCOMM.
11.2. State agreement provides for damages by State employee or third party
vendor for physical damages or results of tampering
11.3. ACS shall provide SiriCOMM reasonable access to any PrePass premises
to permit SiriCOMM to respond to a service call or to perform
preventative maintenance during the hours permitted by ACS. ACS shall
assist, at the request of SiriCOMM, in attempting to arrange
reasonable access to a state facility premises to permit SiriCOMM to
respond to a service call or to perform preventative maintenance.
11.4. Except for the uses and accesses contemplated by this Agreement, at
no time will ACS personnel, agents, subcontractors or any other
entity under ACS's control, intentionally make an unauthorized use,
unauthorized access, or interfere with, download, disassemble or
otherwise perform unauthorized manipulation of any SiriCOMM
components (including, but not limited to, RS, RCST, satellite
antenna, wireless access points and bridges) used to provide the
SiriCOMM Service except with the express authorization and under the
direction of SiriCOMM. Except for cables at a PrePass premise, at no
time will SiriCOMM personnel, agents, subcontractors, or any other
entity under SiriCOMM's control, intentionally use, access, interfere
with, download, disassemble, or otherwise manipulate, any ACS
hardware or software except with the express authorization of ACS.
ACS shall not reverse engineer or decompile any SiriCOMM provided
software. ACS agrees to provide a notice to the state facilities
informing the State that they shall not violate the terms of this
provision. SiriCOMM shall have the right, upon providing ACS
reasonable advance notice, to correct, deinstall, or restore any
SiriCOMM Component, which ACS has disassembled, manipulated or
otherwise modified with SiriCOMM's prior express authorization or
direction. ACS shall reimburse SiriCOMM for the cost of any such
correction, deinstallation or restoration.
11.5. SiriCOMM may charge ACS At Cost for mutually agreed upon agreement
replacement or repair
12. SERVICE and SUPPORT: SiriCOMM will respond to all service and maintenance
calls based on the following schedule.
o On-site field service response within 24 (business) hours
o Two-hour expert phone support response time
o Calibration services o Preventative maintenance visits
o Variable parts replenishment service
o 24/7 1-800 - SiriCOMM Phone support through a Customer Care Center
o Preventive Maintenance
o Emergency Visits
o Emergency visit parts
o On-site spares as required
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13. PROGRESS MEETINGS AND REPORTS. Until completion of Installation of the
sites in Attachment A, ACS and SiriCOMM representatives shall meet once a
week in person or by conference call
13.1 SiriCOMM will provide a monthly reports on the failure for
transmission of data between sites. Additional reports may be
necessary and/or required and mutually agreed upon throughout the
term of this contract.
14. LIMITATIONS ON USE. SiriCOMM reserves the right to limit the use of network
access if in violation of agreement with minimum notification of (5)
business days. ACS and SiriCOMM are explicitly prohibited from activities
that: (1) Violate any applicable local, provincial, national or
international law or regulation; (2) May damage the reputation and goodwill
of ACS or SiriCOMM; (3) Exploit or interfere with in any way any ACS or
SiriCOMM customer data or information.
15. QUALITY OF SERVICE. SiriCOMM shall provide to ACS network access services
that meet reasonable commercial standards, including, without limitations,
with respect to accessibility, latency, packet loss, and throughput.
SiriCOMM shall keep and maintain its Network in good condition and repair.
The Network shall be properly maintained, serviced and upgraded by SiriCOMM,
as the Parties shall mutually determine is necessary in order to provide
access to ACS. Quality of service must meet the standards outlined in
section 4 - Service description.
16. SiriCOMM NETWORK OUTAGES. SiriCOMM shall provide to ACS prompt notification
of any SiriCOMM Network outages that affect ACS, and shall repair outage
with 4 hours of notification. When possible, at least three days advance
notice of planned outages shall be given to ACS. No planned outages shall
extend for more then 8 hours.
17. PRICE AND PRICING TERMS. ACS will pay SiriCOMM a monthly fee of $100.00 U.S.
each month for each weigh station receiving data transmission for bypass and
credentialing services rendered under Section 4 of this Agreement. Data
transmitted beyond the maximum pooled amount will be billed on a pro rata
basis. As ACS's bandwidth requirements increase for credentialing services,
the parties shall negotiate in good faith based on the following table:
Bandwidth Cost
100k Not to exceed .10 per Kilobyte per month
150k Not to exceed .08 per Kilobyte per month
200k Not to exceed .05 per Kilobyte per month
18. SiriCOMM shall invoice ACS monthly in arrears for all charges under this
Agreement. All uncontested invoices will be payable within thirty (30) days
of receipt of invoice.. In the event ACS shall fail to pay SiriCOMM any
uncontested amount due under this Agreement for a period of sixty (60)
days, SiriCOMM, may discontinue providing services to ACS upon seven (7)
days prior written notice.
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19. LIQUIDATED DAMAGES. If delivery of ACS data to and from each site has not
performed within the agreed upon time and delivery time (see section 4 -
Table 1), ACS shall be entitled to liquidated damages of 1% of the
agreement total price for each 5 day period of delay.
The decision to pursue liquidated damages will be at the discretion of ACS.
ACS may pursue liquidated damages by withholding a portion of service cost
when making payments for delivery or submitting a specific payment demand
to the contractor. If ACS submits this demand, payment shall be made within
30 days of the day the demand was submitted.
20. VALUE ADDED SERVICES. ACS and SiriCOMM may enter additional agreements, to
be included as addendum to this agreement, to provide services to the state
or motor carriers. No services may be added without the written consent of
both parties.
21. INSOLVENCY. ACS retains the right of first refusal to acquire the
equipment, and network service contracts in the event SiriCOMM becomes
insolvent. Assumption will occur after good faith negotiations between ACS
and SiriCOMM on the cost for such assets.
22. TAXES. Sales taxes will be applied to ACS's monthly invoice (if applicable)
in accordance with federal, state and local law. 23. TERM. The initial term
of this agreement shall run for a period of thirty six (36) months,
commencing with the Effective Date. At the conclusion of the 36-month
period, the Agreement shall then automatically renew for successive
12-month terms until a party gives Notice of termination to the other not
later than the beginning date of the next 12-month term.
24. WARRANTIES EXCLUDED. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SiriCOMM MAKES NO
WARRANTIES IN CONNECTION WITH ITS NETWORK OR THE PROVISION OF ACCESS AS
CONTEMPLATED HEREIN, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE OR USE.
25. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, THE PARTIES AGREE THAT NEITHER PARTY SHALL IN
ANY EVENT BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY ACTUAL,
DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE OR
ANY OTHER DAMAGES OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER,
REGARDLESS OF THE FORESEEABILITY THEREOF, ARISING OUT OF THE PROVISION OF
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ACCESS OR IN ANY WAY ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION
ARISING OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, DELAY, NEGLIGENCE,
STRICT TORT LIABILITY, PATENT MATTERS, OR ANY OTHER XXXXXX.XX ACTION OR
PROCEEDING AGAINST EITHER PARTY MAY BE COMMENCED DURING OR AFTER THE
SERVICES ARE RENDERED.
26. FORCE MAJEURE. SiriCOMM shall not be liable for failure to fulfill its
obligations hereunder if such failure is due to causes beyond its control,
including, without limitations, acts of God, fire, catastrophe,
governmental prohibitions or regulations, viruses which did not result from
the acts or omissions of SiriCOMM, its employees or agents, national
emergencies, insurrections, riots or wars, or strikes, lockouts, work
stoppages or other labor difficulties. The time for any performance
required hereunder shall be extended by the delay incurred as a result of
such act of Force Majeure, and SiriCOMM shall act with diligence to correct
such Force Majeure. SiriCOMM service network must be available within 24
hours after ACS has been notified the site is operational.
27. BENEFITS AND ASSIGNMENT. No party hereto shall assign this Agreement, in
whole or in part, whether by operation of law or otherwise, without the
prior written consent of the other party hereto. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns as permitted hereunder. No person or
entity other than the parties hereto is or shall be entitled to bring any
action to enforce any provision of this Agreement against any of the
parties hereto, and the covenants and agreements set fort in this Agreement
shall be solely for the benefit of, and shall be enforceable only by, the
parties hereto or their respective successors and assigns as permitted
hereunder.
28. NOTICES. Notices under this agreement shall be sent by both electronic
facsimile and registered postal mail to one of the following addresses:
If to ACS: If to SiriCOMM:
ACS State and Local Solutions, Inc. SiriCOMM, Inc
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 0000 X. 00xx Xxxxxx
Xxxxxxx, XX 00000 Xxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000 Fax: (000) 000-0000
29. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with laws of the state of Missouri. This Agreement constitutes
the entire agreement between the parties, and there are no understandings
or agreements relative hereto other than those that are expressed herein.
No change, waiver, or discharge hereof shall be valid unless in writing and
executed by the party against whom such change, waiver, or discharge is
sought to be enforced.
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30. INDEMNIFICATION AND INSURANCE
30.1 Indemnification
SUBCONTRACTOR shall indemnify, defend, and save harmless ACS and CUSTOMER,
their respective agents, officers, and employees from and against any and
all claims, suits, actions, including workers' compensation suits, and
costs of any kind, including all defense costs, all attorney's fees,
arising as a result of death, personal injury, or damage to real or
personal property (including ACS'S property) caused, in whole or in part,
by the negligent acts or omissions of SUBCONTRACTOR in connection with this
Agreement.
30.2 Insurance
SUBCONTRACTOR shall provide and maintain at its own expense during the term
of this Agreement the following programs of insurance covering its
operations hereunder. Such insurance shall be provided by insurer(s)
satisfactory to CUSTOMER'S Risk Manager, and evidence of such programs
satisfactory to ACS and CUSTOMER shall be delivered to CUSTOMER'S Contract
Administrator with a copy to ACS'S Project Director, on or before the
effective date of this Agreement. Such evidence shall specifically identify
this Agreement and shall contain express conditions that CUSTOMER and ACS
are to be given written notice at least thirty (30) days in advance of any
material change or termination of any program of insurance.
Such insurance shall be primary to and not contributing with any other
insurance maintained by CUSTOMER or ACS, and shall name the CUSTOMER and
ACS as an additional insured on the Commercial General Liability Policy,
Business Automobile liability, excess umbrella liability. SUBCONTRACTOR
shall include Customer & ACS as loss payee on the property and commercial
crime insurance policies.
All such insurance shall be issued by a company that is licensed to do
business in the State where the work is being performed and has a rating
equal to or exceeding A-from A.M. Best. Contractor shall have the right to
include additional requirements or modify the current requirements at
anytime during the subcontract agreement as it becomes necessary. The
following coverage's are the minimum amounts required but not limited to:
A. Commercial General Liability Insurance: including Premises &
Operations, Products/Completed Operations, Contractual, Broad Form
Property Damage, and Personal Injury with a combined single limit of
not less than One Million Dollars $1,000,000 per occurrence and Two
Million Dollars ($2,000,000) general aggregate. The general aggregate
should apply
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per location and/or per project. This coverage will also include a
waiver of subrogation clause in favor of ACS.
If the above insurance is written on a Claims Made Form, such
insurance shall be endorsed to provide an extended reporting period of
not less than two years following the expiration or termination of
this Agreement.
B. Business Automobile Liability Insurance: endorsed for all owned,
non-owned, borrowed, leased, and hired vehicles with a combined single
limit of at least One Million Dollars ($1,000,000) each accident. If
SUBCONTRACTOR'S employees use personal vehicles in the performance of
work under this subcontract, the State Financial Responsibility Law
must be complied with by the employee, and an "Employees as Insured"
endorsement shall be required to SUBCONTRACTOR'S Business Auto Policy.
This coverage will also include a waiver of subrogation clause in
favor of CONTRACTOR.
C. Worker's Compensation: SUBCONTRACTOR shall maintain a program of
workers' compensation insurance in an amount and form to meet all
applicable requirements of the State where the work is being
performed, including employer's liability with a five hundred thousand
dollar ($500,000) limit, covering all persons performing work on
behalf of SUBCONTRACTOR and all risks to such persons under this
Agreement. Self-insurance is satisfactory as long as all the State or
CUSTOMER filings have been done and approval has been obtained.
D. Property Insurance: against all risks of physical loss or damage to
property in SUBCONTRACTOR'S care, custody, or control and covering not
less than the full replacement cost of any property at risk due to
this Agreement.
E. Professional Liability: that wi11 cover all acts, errors, or omissions
by the Subcontractor in the amount of One Million Dollars ($1,000,000)
per claim with an annual aggregate of at least $2,000,000 inclusive of
legal defense costs.
30.3 Failure to Procure Insurance
Failure on the part of SUBCONTRACTOR to procure or maintain the required
insurance shall constitute a material breach and default of this Agreement
upon which ACS may terminate or suspend this Agreement. If coverage is
canceled, terminates, or lapses and is not replaced with similar coverage,
ACS has the right to go out and purchase insurance. SUBCONTRACTOR will be
responsible for all costs and deductibles associated with the purchased
insurance.
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30.4 Claims Procedure
The SUBCONTRACTOR agrees to notify ACS immediately of any claim that may
involve ACS. Notification should be sent to the ACS'S Project Director as
soon as possible. SUBCONTRACTOR agrees to pay all legal fees associated
with any claim involving ACS that results from SUBCONTRACTOR's activities.
Any deductible or retention maintained by SUBCONTRACTOR will be the sole
responsibility of SUBCONTRACTOR.
31. PROPRIETARY CONSIDERATIONS AND DATA SECURITY
31.1 Proprietary Rights
All materials, data and other information of any kind obtained from ACS and
CUSTOMER personnel and all materials, data, reports, programs, and other
information of any kind developed by SUBCONTRACTOR for the performance of
this Agreement are confidential and are the property of CUSTOMER and ACS.
SUBCONTRACTOR shall take all necessary measures to protect the security and
confidentiality of all such materials, data, reports, programs and
information. The provisions of this Paragraph shall survive the expiration
or other termination of this Agreement.
32.2 Data Security
SUBCONTRACTOR shall protect the security of and keep confidential all
materials, data, reports, programs and information received or produced
under this Agreement.
33.3 Disclosure of Information
Except as approved in advance by the ACS'S media relations department,
SUBCONTRACTOR agrees it shall not issue any press releases, public
announcements, public disclosures, advertisements, opinions, or articles,
or otherwise disclose any details in connection with this Agreement to any
third party, unless otherwise required by law.
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SiriCOMM Network Access Services Agreement SiriCOMM, Inc.
BOTH PARTIES REPRESENT AND WARRANT THAT THEY HAVE FULL CORPORATE POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM THEIR OBLIGATIONS
HEREUNDER, AND THAT THE PERSON WHO'S SIGNATURE APPEARS BELOW IS DULY AUTHORIZED
TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE PARTY.
IN WITNESS WHEREOF, THE PARTIES HAVE ENTERED INTO THIS AGREEMENT AS OF THE DATE
SET FORTH ABOVE:
SiriCOMM, Inc. ACS State and Local Solutions, Inc.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxxx Xxxxxx
---------------------------- -----------------------------------
Xxxxx X. Xxxxxx Xxxxxx Xxxxxx
Executive Vice President Vice President
SiriCOMM Network Access Services Agreement 14 of 15
SiriCOMM Network Access Services Agreement SiriCOMM, Inc.
ATTACHMENT
SiriCOMM Network Access Services Agreement 15 of 15
