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HomeMy WebLinkAbout*AGMT - Quecore (IT Maintenance) • 40 .st,E % �yvy p A MAN (METROPOLITAN AREA NETWORK) SERVICES AGREEMENT BETWEEN WHIPSYS INC. AND THE CITY OF SEAL BEACH MAN (METOPOLITAN AREA NETWORK) MAINTENANCE SERVICES AGREEMENT BETWEEN WHIPSYS INC. AND THE CITY OF SEAL BEACH 't * p 1.41.... r 0 IJNTI 1 , Parties: WHIPSYS INC: Wireless High -Speed Internet Systems. INC., a California Corporation 1062 East Cypress Avenue. - Covina, California, 91724 - Phone (877) WHIPSYS Local (626) 915 -4101 Fax (562) 691 -4553 Email sales @whipsys.com) Customer: City of Seal Beach 211 8th Street Seal Beach, Ca 90740 Effective Date: November 15, 2002 Use or disclosure of this proposal is subject to the restrictions on the title page. WHIPSYS Confidential Proprietary 0*- WHIPSY5 • • • 2 MAN (METROPOLITAN AREA NETWORK) SERVICES AGREEMENT BETWEEN WHIPSYS INC. AND THE QTY OF SEAL BEACH 1. WHIPSYS Services. FOR GOOD CONSIDERATION, THE PARTIES HERTO AGREE AS FOLLOWS: WHIPSYS will assist and provide these services: > Core network designs, planning, installation and configuration for new and existing Network infrastructure including but not limited to firewalls, routers, switches, hubs, modems, dial ups etc. > Engineer, maintain, upgrade monitor and install the best IT security policies and practice for the City of Seal Beach Network Infrastructure. D Provide Access level network maintenance. Relocate, support, and upgrade existing Network Servers, workstations, desktops, police car mobile computer systems, laptops and peripherals. D Maintain, upgrade, enhance, fine -tune transitions and relocation of all wide area circuits (11 /Cable /DSL /Frame - relay /ISDN) for the City's network connectivity between the City Hall, the Police Department, the City Yard, the Lifeguard Station and the Maintenance Yard. > Continuously improve, enhance, maintain and fine -tune Network infrastructure including Core, Access level of the network for improved reliability and stability of the City's Network. Provide the best - engineered solutions and systems at a fair and equable cost. > Recommend and plan for incorporating leading edge technologies to improve the Network, such as network monitoring, Internet usage, internet monitoring, disaster recovery, wireless technologies, IP telephony etc. D Maintain the Uninterrupted Power Supply (UPS) Systems for the Network like networking hardware and servers. > Maintain a backup system for the Network to backup critical data on backup devices and help in disaster recovery efforts. > Coordinate with different IT vendors for IT related issues such as Internet connectivity issues, procurements, circuit transfers, circuit upgrades, - technical problems or issues with networking equipment, hardware, software and technical limitation workarounds. Use or disclosure of this proposal is subject to the restrictions on the title page. WHIPSYS Confidential Proprietary lr 'WHIasys • • . 3 _ MAN (METROPOLITAN AREA NETWORK) SERVICES AGREEMENT BETWEEN WHIPSYS INC. AND THE CITY OF SEAL BEACH > Provide advice and or recommendations in the procurement of networking hardware, computer hardware, software, peripherals and other IT related equipment for the best interest of the City. 2. Term; Termination. The term of this Agreement shall be from November 15, 2002 to and including December 15, 2003. Either part y may terminate the Agreement at any time prior to December 15, 2003 by providing to the other party written notice 30 days prior to the effective date of termination. 3. Customer's Responsibilities. This is a joint project agreement and Customer agrees to make key Customer staff members available and provide access to Customer's technical and development environment on a timely basis. 4. Compensation. Customer shall pay WHIPSYS a monthly fee of $8,400 for all services rendered for 40 hours on -site each week. Customer shall pay WHIPSYS $120.00 per hour for each additional hour in excess of 40 on -site hours per week. Customer shall pay WHIPSYS $120.00 per hour for weekend, holiday or extended services (time spent on- site in excess of 12 hours on a single weekday). For weekend or holiday services, Customer shall pay for a minimum of four hours. 5. WHIPSYS Availability for Technical Support. WHIPSYS shall maintain a telephone and modem support line, or DSL Internet connection, or T1 connection to the Internet ° during Normal business hours (7 AM to 6 PM Pacific Standard Time) that permits Customer to contact WHIPSYS for technical assistance. 6. WHIPSYS Anti - Hacking Covenant. WHIPSYS covenants that under no circumstances will it or any of its employees attempt in any manner whatsoever to electronically repossess, disable, or other wise tamper with any of Customer's hardware or software, or to improperly or unnecessarily access or "hack" Customer's network or any of the data stored thereon. WHIPSYS also covenants that it will maintain all reasonable security controls over remote communications access information in order to prevent access to customer's system by third parties. 7. Expenses. Customer shall pay, within 15 days of receipt of a written invoice, WHIPSYS customary and ordinary expenses incurred in providing the services set forth herein. WHIPSYS shall seek customer's prior written approval prior to incurring any expense. In no event shall customer reimburse WHIPSYS for expenses or costs incurred in connection with travel (including travel time), Living expenses or other extraordinary expenses. 8. Confidentiality. Employees of WHIPSYS in the course of their duties under this agreement may have access to financial, accounting, statistical, patron records, and Use or disclosure of this proposal is subject to the restrictions on the title page. WHIPSYS Confidential Proprietary it frwiiir ses • • 4 MAN (METROPOLITAN AREA NETWORK) SERVICES AGREEMENT BETWEEN WHIPSYS INC. AND THE CITY OF SEAL BEACH other data maintained with customer's computer systems. WHIPSYS covenants that all data, documents, discussions, or other information developed or received by WHIPSYS or provided or exposed in the course of the performance of this agreement are confidential and shall not be disclosed by WHIPSYS without written authorization by customer. All customer data shall be returned to customer upon the termination of this agreement. WHIPSYS covenants under this section shall survive the termination of this agreement. 9. Insurance. WHIPSYS shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of comprehensive General liability insurance, with limits of one million ($1,000.000) dollars for each occurrence and in the aggregate, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts of WHIPSYS, its officers, employees, agents and independent contractors. If such insurance contains a general aggregate limit, such limit shall apply separately to this agreement. WHIPSYS shall at all times during the terms of this agreement also carry, maintain, and keep in full force and effect a policy or policies of commercial automobile liability insurance with a combined single limit of one million ($1,000.000) dollars per occurrence which will cover the drivers and automobiles used to perform services pursuant to this agreement. Such insurance shall include coverage for owned, non - owned, and hired automobiles. - WHIPSYS agrees to maintain in full force and effect at all times during the performance of work under this agreement workers compensation insurance as required by law. The policy or policies required herein shall be issued by an insurer admitted in the State of California with a rating of at least B +, VII in the latest edition of Best's insurance guide. WHIPSYS agrees that if it does not keep the aforesaid insurance in full force and effect customer may either immediately terminate this agreement for default by WHIPSYS, or, if insurance is available at reasonable cost, customer may take out the necessary insurance and pay, at WHIPSYS expense, the premium thereon. At all times during the term of this agreement, WHIPSYS shall maintain on file with the City Clerk a certificate of certificates of insurance on the form set form in Exhibit B, attached hereto and incorporated herein by this reference, showing that the aforesaid policies are in effect in the required amounts, the additional insurance are named therein, and the policies cannot be canceled, reduced or otherwise modified except on thirty (30) day written notice by the insurance carrier to the customer. The certificate shall also specifically state that the coverage contained in those policies affords insurance in compliance with the terms and conditions as set form in this agreement. WHIPSYS shall, prior to commencement of work under this agreement, file Use or disclosure of this proposal is subject to the restrictions on the title page. WHIPSYS Confidential Proprietary D"'W1-IIP5Y5 _ • • 5 MAN (METROPOLITAN AREA NETWORK) SERVICES AGREEMENT BETWEEN WHIPSYS INC. AND THE CITY OF SEAL BEACH with the city clerk such certificate or certificates, The contain an endorsement naming the customer as an additional insured. The policies required under this agreement shall contain an endorsement providing that the policies cannot be canceled, or coverage reduced, except on thirty (30) days prior written notice to the customer. WHIPSYS agrees that it will not cancel, reduce, or other wise modify said insurance coverage. The insurance provided by WHIPSYS shall be primary to any coverage available to customer. The insurance policies required by this agreement shall include provisions for waiver of subrogation. Any deductibles or self- insured retentions shall be declared to and are subject to customer's approval. At the option of customer, either the insurer shall reduce or eliminate the deductibles or self- insured retentions as respects customer, or WHIPSYS shall procure a bond guaranteeing payment of losses and expenses. Nothing contained herein shall be construed as limiting in any way WHIPSYS obligations of indemnification under paragraph 10 or other extent to which WHIPSYS may be held responsible for payment of damages to persons or property resulting from its operations, including operations and work performed or materials supplied by or on behalf of WHIPSYS, any subcontractors or by anyone directly or indirectly employed by any of them. 10. Indemnification. WHIPSYS agrees to indemnify customer, its officers, employees, agents and volunteers against, and will hold and save them each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the acts, errors or omissions of WHIPSYS, its agents, employees, subcontractors, or invitees arising out of WHIPSYS performance under this agreement. WHIPSYS shall defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all cost and expenses, including attorneys fees and cost of litigation incurred in connection herewith. WHIPSYS will promptly pay any judgment rendered against customer, its officers, employees, agents, and volunteers for any such claims, damages, penalties, obligations or liabilities. In the event customer, its officers, employees, agents, or volunteers are made a party to any action or proceeding filed or prosecuted against WHIPSYS for such damages or other claims arising out of or in connection with the acts of WHIPSYS hereunder, WHIPSYS agrees to pay customer, its officers, employees, agents, and volunteers any and all costs and expenses incurred by them in such action or proceeding, including but not limited to, actual attorneys fees and costs or litigation. WHIPSYS covenants under this section shall survive the termination or expiration of this agreement. 11. Independent Contractor. WHIPSYS shall be an independent contractor and shall not for any purposes whatsoever be an agent or employee of customer. WHIPSYS shall Use or disclosure of this proposal is subject to the restrictions on the title page. WHIPSYS Confidential Proprietary b wHips:mss • 0 6 _ MAN (METROPOLITAN AREA NETWORK) SERVICES AGREEMENT BETWEEN WHIPSYS INC. AND THE CITY OF SEAL BEACH have no power to incur any debt or obligation for customer and shall indemnify and hold harmless customer and its officers and employees for any claims, damages, or expenses, including attorney's fees and court costs, arising out of debts or obligations incurred by WHIPSYS under this agreement. WHIPSYS shall not at any time or in any manner represent that it is or any of its employees, agents, or subcontractors are in any manner agents or employees of customer, or that its activities outside the scope of any project hereunder are in any manner endorsed, sponsored, or approved by customer. 12. Staffing. Customer and WHIPSYS each reserve the right to change the WHIPSYS employees assigned to customer upon 10 days notice. 13. Anti - Discrimination Clause. WHIPSYS shall not discriminate in the hiring or use of ariy employees or subcontractors on the basis of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, age or sexual orientation and shall in all respect comply with applicable nondiscrimination provisions of federal state and local law. 14. Attorney's Fees. If any legal or equitable action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover from the non - prevailing party all attorneys fees, costs and expenses incurred by the prevailing party. 15. Notices. Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United States mail, first class postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to the other party at the address provided on page 1 of this agreement, or to such other person or address as either party may from time to time provide to the other party. 16. Assignment. Neither WHIPSYS nor customer shall assign this agreement without the prior written consent of the other party and any purported assignment lacking such written consent shall be null and void. 17. Waiver. Failure or inability of either party to enforce any right hereunder shall not waive any rights with respect to any other or future rights or occurrences. 18. Time is of the Essence. Time is of the essence, and WHIPSYS shall provide its services in a timely fashion. 19. Governing Law: Venue. This agreement shall be governed by and construed and enforced in accordance with the laws of the State of California as it applies to a contract made and performed in such state, regardless of the place of execution or Use or disclosure of this proposal is subject to the restrictions on the title page. WHIPSYS Confidential Proprietary i', - 'WHIPSY5 • MAN (METROPOLITAN AREA NETWORK) SERVICES AGREEMENT BETWEEN WHIPSYS INC. AND THE CITY OF SEAL BEACH performance. Any action brought by either party hereunder may only be brought in any state court in California. 20. Entire Agreement; Modification. This agreement is the complete and exclusive statement of the agreement between WHIPSYS and customer and supercedes all prior and contemporaneous negotiations, discussions, proposals and understandings, oral, written or implied, including those involving an agent of either party, relating to the subject matter herein. NO representations or statements made by either party or either party's agents not expressly stated herein are binding on either party. The terms of this agreement may only be modified, expanded or added to by a written agreement executed by the parties. No oral communication between the parties or their agents before or after execution of this agreement shall be binding upon either party unless the parties expressly agree in writing to the terms of such communication. IN WITNESS WHEREOF, each of the parties hereto has caused this Agree.. -nt to be executed in duplicate by its duly authorized officer or representative. WHIPSYS _ CUST' ER i y" By: _ �i Ab I = -� By: /A Title: Cep Title: d Date / /U»z? %r Z , 20 °Z Date: November 12 , 20 02 A k Use or disclosure of this proposal is subject to the restrictions on the title page. WHIPSYS Confidential Proprietary $1 . WI4IPSY5 0 0 AMENDMENT NO. 1 TO MAINTENANCE SERVICES AGREEMENT THIS AMENDMENT NO. 1 ( "Amendment "), effective as of November 15, 2004, is entered into by and between the City of Seal Beach ( "Customer "), a California municipal corporation, and Quecore Inc., a California corporation ( "QUECORE "). RECITALS A. Effective November 15, 2003, Customer and QUECORE entered into that certain "MAN `Metropolitan Area Network' Maintenance Agreement" ( "Agreement ") under which QUECORE agreed to provide certain services specified in the Agreement. B. Customer and QUECORE wish to extend the term of the Agreement for a period of two years on the same terms and provisions set forth in the Agreement. NOW, THEREFORE, for good consideration, Customer and QUECORE agree as follows: 1. Section 2 of the Agreement relating to term is hereby amended to read as follows: "2. Term; Termination. The term of this Agreement shall be from November 15, 2003 to and including November 14, 2006. Either party may terminate the Agreement at any time prior to November 14, 2006 by providing to the other party written notice at least 30 days prior to the effective date of termination. QUECORE hereby grants Customer an option to extend the Agreement on the same terms and conditions set forth in the Agreement. Customer may exercise this option by providing written notice to Quecore in accordance with Paragraph 15 of the Agreement of Customer's intention to renew the Agreement at least 30 days prior to the expiration of the term." 2. Except as amended herein to extend the term, the terms and provisions of the Agreement shall remain in full force and effect. TO EFFECTUATE THIS AMENDMENT NUMBER 1, the parties have caused their duly authorized representatives to execute this Amendment on the dates set forth below. City of Seal Beach QUECORE, Inc., a California Corporation By: By: Paul Yo t, Mayor Name: ,r y 40.40i- Title: Date: gel/ '/ rI y Date: i2 Attest: • / A By: < <,/rf j Gam( 4') Linda Devine, City Clerk A CERTIFICATE OF LIABILITY INSURANCE ° $ k: ; , PROSINER TIIIB CERTIFICATE IS ISSUED AS A NATTER OP INFORMATION ONLY AND CONFERS ITO RIGHTS UPON THE CE RTWICA1E Dodge Women d nesters - a0 1066 Hoioc . TWO OCATIRCATQDOo9 MT A0116YE. 4ii eAQ 21781 Venters 81vd. 8300 ALTER THE COVERAGE AFFORDED BY NB POLICIES BELOW. Woodland Bi119 CA 931.364 Stow; 810 -e80 -3674 Pa$86S8 -B00 -4640 uuRIIROAFFOROWO COVERAGE N IC0 am= MU= s %fend Zoo. , _,5= . -EJIC 8m.2ei22357 _ _ raa tt rs: Mr . 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