HomeMy WebLinkAbout*AGMT - Quecore (Website Maintenance) *d
•
c o0w ■ ca
CITY 11 \LL 211 I? 1(111!! S I REET
1.2 \I BI \CIL C_ A1.1FURNl\ 907=10
(' 411 -2 • m' vv.Lisc.1l- beachca.0
May 8, 2007
Yady Kalsy
Quecore, Inc.
13330 Clear Canyon Ct
Corona, CA 92880
RE: Seal Beach IT Contract Transitio~7
Dear Yady:
The current contract with Quecore expired on November 14, 2006 and the City has been
operating under the terms of that agreement on a month -to -month basis since that time.
As you know, the City of Seal Beach has entered into an agreement with Synoptek, Inc.
for comprehensive information technology management services. This new agreement
will take effect on Monday, May 28, 2007.
Since we will need to coordinate a smooth transition between vendors, we will require
your availability during the week of May 28 through June 1 We have agreed to a
negotiated rate of $95 per hour for 40 hours for a total of $3,800 for transition
consultation fees. Please let me know if you require any additional information. I can be
contacted directly at 562- 431 -2527 x311. We appreciate your hard work over the last
few years and express our best wishes for your future success!
Sincerely,
Keith A. Evanoff, CIMA, CRP, cxmA
Director of Administrative Services/Treasurer
cc: T. Gonzalez
AMENDMENT NO. 1 TO THE WEBSITE MAINTENANCE SERVICES AGREEMENT
BETWEEN QUECORE INC. AND THE CITY OF SEAL BEACH
This Amendment No. 1, dated February a 9, 2005, to the Website Maintenance Services
Agreement ( "Contract ") is between Quecore Inc. ( "Quecore ") and the City of Seal Beach
( "City ").
RECITALS
WHEREAS, Quecore and City entered into the Contract on February 26, 2004; and
WHEREAS, City wishes to obtain additional services from Quecore related to the
websites of its public works and recreation departments; and
WHEREAS, the parties wish to extend the term of the Contract until February 28, 2006;
NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and
promises herein set forth, the parties agree to amend the Contract as follows:
1. Section 1 of the Contract is hereby amended to read as follows:
"1. QUECORE Services.
QUECORE will assist and provide these services:
• Website template unlimited text updates and unlimited PDF updates to
City website departments: City Clerk, City Council, City Manager,
Development Services, Engineering & Public Works, Finance &
Administrative Services, Human Resources / Personnel, Information
Services, Lifeguards, Police and Parks & Recreation.
• Headlines front page updates.
• Recommend and plan for incorporating leading edge technologies to
improve the website.
• Coordinate with web hosting provider for technical problems or issues."
2. Section 2 of the Contract is hereby amended to read as follows:
"2. Term; Termination. The term of this Agreement shall be from February 23, 2004
to and including February 28, 2006. Either party may terminate the Agreement at any
time prior to February 28, 2006 by providing to the other party written notice 30 days
prior to the effective date of termination. QUECORE hereby grants to Customer an
option to extend this Agreement on the same terms and conditions set forth herein.
Customer may exercise this option by notifying QUECORE in writing of Customer's
810391
1111 1111
intention to renew the Agreement at least thirty (30) days prior to the expiration of the
term."
3. Section 4 of the Contract is hereby amended to read as follows:
"4. Compensation. Customer shall pay QUECORE a monthly fee of $1,400.00 for all
services rendered.
4. All other terms and provisions of the Contract shall have full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed and attested by their proper officers thereunto:
CITY 0 QUECORE INC.
By: ,// By: c, %•Th'
Title: / Title:
Date: / 170
S Date: (2 ,7) VI �1�1/1/�.
By:
Title:
Date:
1 - Approved aOry) A letik. /
Attes : I ji . i � , / as to Form:
ity Clerk City Attorney
810391
. .
• • 1
WEBSITE MAINTENANCE AGREEMENT BETWEEN QUECORE INC. AND THE CITY OF SEAL BEACH
WEBSITE MAINTENANCE SERVICES AGREEMENT BETWEEN
QUECORE INC. AND THE CITY OF SEAL BEACH
At
iiitiw ,:
,t F4 V � ` k_
Parties:
QUECORE INC:
a California Corporation
1050 East Cypress Avenue.
Covina, California, 91724
Phone (877) QUECORE
Fax (310) 373 -3496
Email sales @quecore.com
Customer:
City of Seal Beach
211 8th Street
Seal Beach, Ca 90740
Effective Date: February 23, 2004
Use or disclosure of this proposal is subject to the restrictions on the title page.
QUECORE Confidential Proprietary
;S QUECORE
2
WEBSITE MAINTENANCE AGREEMENT BETWEEN QUECORE INC. AND THE CITY OF SEAL BEACH
1. QUECORE Services.
FOR GOOD CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS:
QUECORE will assist and provide these services:
> Website template unlimited text updates and unlimited PDF updates to City
website departments: City Clerk, City Council, City Manager, Development
Services, Finance & Administrative Services, Human Resources / Personnel,
Information Services, Lifeguards, Police and Parks & Recreation.
> Headlines front page updates.
> Recommend and plan for incorporating leading edge technologies to
improve the website.
> Coordinate with web hosting provider for technical problems or issues.
2. Term: Termination. The term of this Agreement shall be from February 23, 2004 to and
including February 28, 2005. Either party may terminate the Agreement at any time
prior to February 28, 2005 by providing to the other party written notice 30 days prior to
the effective date of termination. QUECORE hereby grants to Customer an option to
extend this Agreement on the same terms and conditions set forth herein. Customer
may exercise this option by notifying QUECORE in writing of Customer's intention to
renew the Agreement at least thirty (30) days prior to the expiration of the term.
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 QUECORE a monthly fee of $900.00 for all
services rendered and an advertisement for QUECORE in the recreation brochure for
the term of this contract.
5. QUECORE Availability for Technical Support. QUECORE 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 Time, Monday through Friday) that
permits Customer to contact QUECORE for technical assistance, and QUECORE shall
have staff available to respond to such requests for technical assistance when
Customer makes such requests.
6. QUECORE Anti - Hacking Covenant. QUECORE covenants that under no
circumstances will it or any of its employees attempt in any manner whatsoever to
Use or disclosure of this proposal is subject to the restrictions on the title page.
QUECORE Confidential Proprietary
:5a QUECORE
• • 3
WEBSITE MAINTENANCE AGREEMENT BETWEEN QUECORE INC. AND THE CITY OF SEAL BEACH
electronically repossess, disable, or otherwise 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. QUECORE 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,
QUECORE customary and ordinary expenses incurred in providing the services set forth
herein. QUECORE shall seek customer's prior written approval prior to incurring any
expense. In no event shall customer reimburse QUECORE for expenses or costs
incurred in connection with travel (including travel time), Living expenses or other
extraordinary expenses.
8. Confidentialitv. Employees of QUECORE in the course of their duties under this
agreement may have access to financial, accounting, statistical, patron records, and
other data maintained with customer's computer systems. QUECORE covenants that
all data, documents, discussions, or other information developed or received by
QUECORE or provided or exposed in the course of the performance of this agreement
are confidential and shall not be disclosed by QUECORE without written authorization
by customer. All customer data shall be returned to customer upon the termination of
this agreement, and all copies of customer data shall be permanently deleted and /or
erased from all electronic media, including but not limited to hard drives and floppy
disks. QUECORE's covenants under this section shall survive the termination of this
agreement.
9. Insurance. QUECORE 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 or omissions of
QUECORE, its officers, employees, agents and independent contractors. If such
insurance contains a general aggregate limit, such limit shall apply separately to this
agreement.
QUECORE 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.
Use or disclosure of this proposal is subject to the restrictions on the title page.
QUECORE Confidential Proprietary
',-S0 ouecom
• • 4
WEBSITE MAINTENANCE AGREEMENT BETWEEN QUECORE INC. AND THE CITY OF SEAL BEACH
QUECORE 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.
QUECORE 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
QUECORE, or, if insurance is available at reasonable cost, customer may take out the
necessary insurance and pay, at QUECORE expense, the premium thereon.
Prior to commencement of work, and at all times during the term of this Agreement,
QUECORE shall maintain on file with the City Clerk a certificate or certificates of
insurance on the form set forth 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 insureds are named therein, and the policies cannot be
canceled, reduced or otherwise modified except on thirty (30) days written notice by
the insurance carrier to the customer.
The certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf. The certificate shall
also specifically state that the coverage contained in those policies affords insurance
in compliance with the terms and conditions as set forth in this agreement.
The general liability policy shall be endorsed to state that customer, its officers,
employees, agents and volunteers shall be covered as additional insureds with respect
to the work or operations performed by or on behalf of QUECORE, including materials,
parts or equipment furnished in connection with such work. The automobile liability
policy shall be endorsed to state that customer, its officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired
or borrowed by QUECORE or for which QUECORE is responsible.
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. QUECORE agrees that it will not cancel,
reduce, or otherwise modify said insurance coverage.
The insurance provided by QUECORE shall be primary to any coverage available to
customer. The insurance policies required by this agreement shall include provisions for
waiver of subrogation.
Use or disclosure of this proposal is subject to the restrictions on the title page.
QUECORE Confidential Proprietary
N: QUECORE
• r
• • 5
WEBSITE MAINTENANCE AGREEMENT BETWEEN QUECORE INC. AND THE CITY OF SEAL BEACH
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 QUECORE
shall procure a bond guaranteeing payment of losses and expenses.
Nothing contained herein shall be construed as limiting in any way QUECORE
obligations of indemnification under paragraph 10 or other extent to which QUECORE
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 QUECORE, any subcontractors or by anyone directly or indirectly employed
by any of them.
10. Indemnification. QUECORE agrees to indemnify customer, Its officers, employees,
agents and volunteers against, and will hold each of them harmless from any and all
actions, claims, costs, causes of action, demands, damages, injuries, expenses,
penalties, obligations or liabilities, in law or equity, to persons or property, including
wrongful death, that may be asserted or claimed by any person, firm, entity,
corporation, political subdivision or other organization arising out of or incident to any
acts, errors or omissions of QUECORE, its agents, employees, subcontractors, or invitees
arising out of QUECORE's performance under this agreement. QUECORE shall defend
any action or actions filed in connection with any of said claims, damages, penalties,
obligations or liabilities and will pay all costs and expenses, including attorney's fees
and costs of litigation incurred in connection herewith. QUECORE will promptly pay
and satisfy 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 QUECORE, its officers, employees,
agents and assigns, for such damages or other claims arising out of or in connection
with the acts of QUECORE hereunder, QUECORE 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 attorney's fees and
costs of litigation. QUECORE shall reimburse customer and its officers, employees,
agents and volunteers for any and all legal expenses and costs incurred by each of
them in connection therewith in enforcing the indemnify herein provided. QUECORE's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received
by customer, its officers, employees, agents and volunteers. QUECORE'S covenants
under this Section shall survive the termination or expiration of this Agreement.
11. Independent Contractor. QUECORE shall be an independent contractor and shall
not for any purposes whatsoever be an agent or employee of customer. QUECORE
shall 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
Use or disclosure of this proposal is subject to the restrictions on the title page.
QUECORE Confidential Proprietary
;ISO QUECORE
• • 6
WEBSITE MAINTENANCE AGREEMENT BETWEEN QUECORE INC. AND THE CITY OF SEAL BEACH
obligations incurred by QUECORE under this agreement. QUECORE 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. Anti - Discrimination Clause. QUECORE shall not discriminate in the hiring or use of
any 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 respects comply with applicable nondiscrimination
provisions of federal state and local law.
13. 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.
14. Notices. Except as otherwise provided in Paragraph 7 ( "Expenses ") of this
Agreement, 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.
15. Assignment. Neither QUECORE nor customer shall assign this agreement without
the prior wriften consent of the other party and any purported assignment lacking such
written consent shall be null and void.
16. 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.
17. Time is of the Essence. Time is of the essence, and QUECORE shall provide its
services in a timely fashion.
18. 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
performance. Any action brought by either party hereunder may only be brought in
any state court in California.
Use or disclosure of this proposal is subject to the restrictions on the title page.
QUECORE Confidential Proprietary
1.
• 7
WEBSITE MAINTENANCE AGREEMENT BETWEEN QUECORE INC. AND THE CITY OF SEAL BEACH
19. Entire Agreement: Modification. This agreement is the complete and exclusive
statement of the agreement between QUECORE 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 Agreement to be executed in
duplicate by its duly authorized officer or representative.
QUECORE CUSTOM ° f '
By: y `1 e & v !CAI h ' By:
Title: C T D Title: • - • -
Date: , 20 y Date: Z-f L- , , 20 ® 5
By:
Title: _
clerk
Date: , 20
Use or disclosure of this proposal is subject to the restrictions on the title page.
QUECORE Confidential Proprietary
•
• • 8
WEBSITE MAINTENANCE AGREEMENT BETWEEN QUECORE INC. AND THE CITY OF SEAL BEACH
EXHIBIT A
QUECORE WEBSITE UPDATE SCHEDULE:
All text / PDF website updates take approximately 72 hours to be published.
QUECORE will respond to all website service requests via email at:
administrator @ci.seal- beach.ca.us or support@auecore.com.
Use or disclosure of this proposal is subject to the restrictions on the title page.
QUECORE Confidential Proprietary
QUECORE
k
* i
R i o d i
f'
p q �.� ,t
g ✓
( 1 1 N 1 1 2 \ 1 I . 21 1 I:I(il l ll I S I Rl,l l
til(nI. 1(lin('ll. ('AI.II ORNI,\'1!17444
I (21 411 -2527 • ■■w.ri.scol -hcach r;i u.
March 3, 2004
QUECORE, Inc.
Attention: Mr. Yady Kalsi
1050 East Cypress Avenue
Covina, California 91724
Dear Yady,
Forwarded for your records is a fully executed copy of the
Website Maintenance Services Agreement between QUECORE, Inc.
and the City of Seal Beach for the term commencing February
23, 2004 to and including February 28, 2005. The Service
Agreement was approved by the Seal Beach City Council at
their regular meeting of February 23rd, 2004.
Very truly yours,
Joanne M. Yeo, City Clerk
City of Seal Beach
Encl. (1)
99%