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Ascentium Corporation; 2008-07-23;
AMENDMENT NO. 4 TO AGREEMENT FOR MICROSOFT SHAREPOINT IMPLMENTATION SERVICES Ascentium Corporation This Amendment No. 4 is entered into and effective as of thev/Le^. %20OGI, amending the agreement dated July 23, 2008 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Ascentium Corporation, ("Contractor") (collectively, the "Parties") for Microsoft Sharepoint implementation services. RECITALS A. On July 23, 2008, the Parties executed an Agreement for Microsoft Sharepoint implementation services which will re-architect and implement the City of Carlsbad's web site; and B. The Parties desire to alter the Agreement's scope of work to include Web site governance and content migration plans; content editorial training services to City staff involved in the creation, migration and ongoing management of content on the City's new website; and development of new content style sheets to meet established visual design parameters; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" of this amendment on a time and materials basis not-to-exceed twenty four thousand eight hundred forty dollars ($24,840). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by November 30, 2009. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. City Attorney Approved Version #05.22.01 (e-mail address) (sign here) c (print name/title) (e-mail address) CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager-or Mayaf ATTEST: LORRAINE M. W< /ity ClerlU 0 REV. 08/27/2009 CONTRACTOR *By: (sign here) (print name/title) City Attorney Approved Version #05.22.01 If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BAtZ-eity Attorney By:. Deputy City Attorney City Attorney Approved Version # 05.22.01 EXHIBIT "A" SCOPE OF SERVICES AND FEE DESCRIPTION OF ADDITIONAL SERVICES: Content Migration Plan, Governance Plan, Content Editorial Training Services and Content Style Sheet Implementation Ascentium will work with the City develop a Content Migration Plan, and a Governance Plan. 1. The Content Migration Plan is a 15-20 page Microsoft Word document that will include: • Steps on how to use the existing content inventories to determine how/where to migrate content. • Sample migrated pages for visual reference • Migration Step-by-Step Processes. • How to migrate content from Word template • How to create new pages and import content • How to save/publish pages • Screenshots of interfaces showing migration steps, processes • Editorial guidelines for formatting and style • Style guidelines for using images • Naming conventions for pages • How to do QA & Testing • Provide guidance on how to perform QA processes. • Provide guidance on how to test published pages. 2. Development Governance Plan is a Microsoft Word document that: • Define, list and summarize the roles required to support the content management lifecycle (e.g. what is an editor, what is a publisher). This section would contain the name of the role, and a short description of the role. • Create a diagram, illustrating the content management lifecycle and the roles involved in each stage. This section details the workflow of the new system and how content will be entered, approved and published. This section will describe the disposition of content as it moves through each phase of the lifecycle. • Provide a matrix that details who owns each major content area on the site (specifically identifying a section or page). The purpose of this matrix is to assist in establishing clear ownership in each major site section as well as a providing a template that can be used in an on-going basis. Ascentium would initially create this template and populate it with the above information and then the City of Carlsbad would maintain this template over time as people or roles change within the organization. City Attorney Approved Version # 05.22.01 List the available page templates and describe which roles can modify or create templates. In this section, Ascentium would initially provide a summary of all templates delivered. This summary would contain the name of the template and its intended purpose. The City would maintain this section on an on-going basis to track any additional templates created after launch and responsibility for maintaining them. 3. The city wishes to engage Ascentium to deliver SharePoint training targeted at the City's content creators. Training will cover 3 days of onsite training. Each day will comprise of three, 2.25 hour training sessions. Each session will have 8 people in attendance (maximum). Training will be train the trainer style training and attendees are expected to be able to train other content authors in their departments. Roles identified that should attend include content authors and approvers. The scope of this additional work includes: 1. Preparation of training handout that illustrates (using screen shots) the functionality that will be covered during training. 2. 6 Training sessions that will address: • How to add pages. • How to update pages. • How to add links. • How to add and update lists. • How to add and change site navigation. • How to publish a page. 4. The content style sheet for visual design deliverable will create and document the visual representation of the Web site pages. The content style sheet encompasses the colors, page layout, font and suggested photography placements and direction around photography selection for the new site. Deliverable & Pricing Content Migration and Web Site Governance Plans Content Editorial Training Content Style Sheet Implementation for Visual Design Total Total $ 13,440.00 $ 5400.00 $ 6,000.00 $ 24,840.00 City Attorney Approved Version # 05.22.01 AMENDMENT NO. 3 TO AGREEMENT FOR MICROSOFT SHAREPOINT IMPLMENTATION SERVICES Ascentium Corporation This Amendment No. 3 is entered into and effective as of the Isy/Ytau. zoo*), amending the agreement dated July 23, 2008 (the "Agreement") by and betweerrthe City of Carlsbad, a municipal corporation, ("City"), and Ascentium Corporation, ("Contractor") (collectively, the "Parties") for Microsoft Sharepoint implementation services. RECITALS A. On July 23, 2008, the Parties executed an Agreement for Microsoft Sharepoint implementation services which will re-architect and implement the City of Carlsbad's web site; and B. The Parties desire to alter the Agreement's scope of work to include information architecture recommendations in the form sub-site and human resources employment wireframes; development of the sub site visual design, user acceptance test case scenario and post production support; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" of this amendment on a time and materials basis not-to-exceed fifty six thousand sixty dollars ($56,060). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by December 31,2009. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. City Attorney Approved Version #05.22.01 CONTRACTOR *By> (print name/title)7 (e-mail address) (sign here) u/ (print name/title) (e-mail address) CITY CARLSBAD, a municipal ATTEST: LORRAINE M. City Cle(l$j dL City Attorney Approved Version #05.22.01 O> If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Beptrty City Attorney ' "IT City Attorney Approved Version # 05.22.01 n WASHINGTON SHORT-FORM INDIVIDUAL ACKNOWLEDGMENT (ROW 42.44.100) State of Washington County of Klf ss. I certify that I know or have satisfactory evidence that ?0 Notary Public State of Washington (CATHERINE M MYERS My Appointment Expires Jul 10, 2012 Name of Signer is the person who appeared before me, and said person acknowledged that he/she signed this instrument and acknowledged it to be his/her free and voluntary act for the uses and purposes mentioned in the instrument. Dated: April 10,2003 Month/Day/Year Signature of Notarizing Ol Title (Such as "Notary Public") Place Notary Seal Above My appointment expires 10,10/2- Month/Day/Year of Appointment Expiration OPTIONAL Although the information in this section is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Right Thumbprintof Signer Top of thumb here ) 1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item No. 5906 • Reorder: Call Toll-Free 1-800-876-6827 EXHIBIT "A" SCOPE OF SERVICES AND FEE DESCRIPTION OF ADDITIONAL SERVICES: User Experience Architecture, Visual Design, User Acceptance Testing, and Post Production Support The User experience deliverables deliver the design, structure, navigation and content placement for the page templates contained in a site. These page templates are referred to as wireframes. The wireframes are used by the content management system to contain site content and graphics. These additional wireframes are required for completion of the employment application, and the library sub-site. These efforts must be done prior to starting the build of the site as they define the structure of the page templates used on the site. Visual design deliverables create the visual representation of site pages. A visual representation encompasses the colors, page layout, font and suggested photography placements and direction around photography selection for the new site. The visual design is required so that the presentation layer (what users see) can be fully complete and subsequently built during the development phase. Post production support provides the City of Carlsbad Information Technology Department with the Web site management and technical information needed to ensure effective post production support. Project Impact User Experience Architecture & Visual Design: City sub site & Employment Application Role MOSS Developer(s) Project Manager QA Lead Art Director Creative Director Information Architect Total estimates Rate $ 165.00 $ 165.00 $ 135.00 $ 160.00 $ 225.00 $150.00 Hours 60 25 45 16 4 24 150 Total $ 9,900.00 $ 4,125.00 $ 6,075.00 $ 2,560.00 $ 900.00 $ 3600.00 $ 27,160.00 City Attorney Approved Version # 05.22.01 Project Impact: Test Scenario Role QA Lead PM Total estimates Rate $ 135.00 $ 165.00 Hours 24 4 28 Total $ 3,240.00 $ 660.00 $ 3,900.00 Project Impact: Post Production Support Role Time and materials, to be billed based on tasks completed to support post production work and knowledge transfer effort. Total $ 25,000.00 De live rabies • Updated wireframes, City sub site, and HR employment application • Design direction • Refined Visual compositions • UAT activities • Post production support activities (knowledge transfer Ascentium -> Carlsbad) City Attorney Approved Version # 05.22.01 AMENDMENT NO. 2 TO AGREEMENT FOR MICROSOFT SHAREPOINT IMPLMENTATION SERVICES Ascentium Corporation This Amendment No. 2 is entered into and effective as of the 7/EWi-H Zoo? day oi Ootobor, 2008-, amending the agreement dated July 23, 2008 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Ascentium Corporation, ("Contractor") (collectively, the "Parties") for Microsoft Sharepoint implementation services. RECITALS A. On July 23, 2008, the Parties executed an Agreement for Microsoft Sharepoint implementation services which will re-architect and implement the City of Carlsbad's web site; and B. The Parties desire to alter the Agreement's scope of work to include information architecture recommendations in the form of a complete site map and site wireframes; and development of the visual design for the new website web site, and content migration and site map workshops; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" of this amendment on a time and materials basis not-to-exceed forty nine thousand six hundred five dollars ($49,605). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by March 30, 2009. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. City Attorney Approved Version #05.22.01 CONTRACTOR e-mail address) l^> = : o Notary **Br. =\ i •""""• jyy^jfc> ^^X^g^/^^sign here) ^xlMJn $^etlti(<4 (print name/ti CITY OF CA corporation ( By: LORRAINE M. WOOD City Clerk e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. "Group A. Chairman, President, or Vice-President *Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officers) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALUjBHTAttomey 4^^Deputy City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES AND FEE N OF ADDITIONAL SIn*l -« yr * -*ic^lecture User The User experience deliverables deliver the design, structure, navigation and content placement for the page templates contained in a site. These page templates are referred to as wireframes. The wireframes are used by the content management system to contain site content and graphics. This change order is being created to complete the user experience work started in Phase I of the project. These additional wireframes are required for site completion and must be done prior to starting the build of the site as they define the structure of the page templates used on the site. This work was not completed prior to commencing the project and therefore has been added to the original scope of the project. Project Impact User Experience Architecture: Create wireframes fir the following pages • EOC page • Generic Department pages • HR department Page • Library Page wireframe 32 $ 150.00 $ 4,800.00 Internal reviews with analyst, technical team and content strategist $ 150.00 $ 1,200.00 Client interviews and information gathering client interviews and information gathering $ 150.00 $ 1,200.00 Incorporate client feedback 10 $ 150.00 $ 1,500.00 Project and Account Management 15 $ 165.00 $ 2,475.00 Budget impact for UX Activities 73 $ 11,175.00 Total budget impact for UX Activities Is an additional $11,175. Updated Sitemap Updated Wireframes - Home & landing page Wireframes for EOC, a generic Department, HR department and Library pages City Attorney Approved Version # 05.22.01 DESCRIPTION OF ADDITIONAL SERVICES:>esign Visual design deliverables create the visual representation of site pages. A visual representation encompasses the colors, page layout, font and suggested photography placements and direction around photography selection for the new site. The visual designs work in concert with the wireframes to fully realize the site by creating pages that are usable and visually engaging for end users. It is the job of the designer to ensure that the brand created for the City of Carlsbad, is correctly represented online by using the original design direction presented by Bennett and further refining that design to work with the information architecture created. The visual design is required so that the presentation layer (what users see) can be fully complete and subsequently built during the development phase. Project Impact Visual Design: Activities Client interviews and information gathering Production of Visual comps for the Home page (with 3 design options), EOC, Generic department, HR department and Library Page Incorporate Feedback Project Management & Account Management Estimated Hours 8 80 10 15 Hourly Rate $ 225.00 $ 160.00 $ 225.00 $ 165.00 Budget Impact for Visual Design Total $ 1,800.00 $ 12,800.00 $ 2,225.00 $ 2,475.00 $ 19,300.00 Total budget Impact for Visual Design activities is an additional $19,300. Design Direction Refined Composition City Attorney Approved Version # 05.22.01 DESCRIPTION OF ADDITIONAL SERVICES. The original scope did not contain activities to address detailed content migration issues such as how existing and new content maps to the new site structure. The City of Carlsbad has asked Ascentium to provide an estimate to undertake a Content and Sitemap Workshop. During these workshops Ascentium will work with City department representatives to: 1. Review content inventories of the new sitemap 2. Discuss how a department's content maps to the new site map 3. Discuss how site visitors are expected to approach the site, find the content they are looking for and how much content is relevant to them. 4. Discuss any new, lower level content pages that need to be added. 5. Review best practices for content/page preparation in advance of a content migration. 6. Review best practices for migrating content. Project Impact Content: The following section outlines the costs associated with these activities. •;, . Content Editorial Workshop : Preparation Content Editorial Workshops General Consulting Project Management review and oversight * Estimated Travel expenses "Total additional cost. 6 32 55 6 60 fflRsjpKi Wjf ;''(-' $180 $180 $180 $165 $1,080 $5,760 $9,900 $990 $1,400 $19,130 Note. This is an estimated cost ** Travel and accommodation expenses will be an additional cost. • PowerPoint slides • 12-2 hour Sitemap development and mapping strategy workshops • 3-1 hour overview and executive debrief meetings that cover workshop strategies and outcomes • 7 days general consulting. City Attorney Approved Version # 05.22.01 AMENDMENT NO. 1 TO AGREEMENT FOR MICROSOFT SHAREPOINT IMPLMENTATION SERVICES Ascentium Corporation This Amendment No. 1 is entered into and effective as of the 7 day of . amending the agreement dated July 23, 2008 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Ascentium Corporation, ("Contractor") (collectively, the "Parties") for Microsoft Sharepoint implementation services. RECITALS A. On July 23, 2008, the Parties executed an Agreement for Microsoft Sharepoint implementation services which will re-architect and implement the City of Carlsbad's web site; and B. The Parties desire to alter the Agreement's scope of work to include web site content analysis and a content strategy, as well as creation of a navigation strategy with deliverables to include a sitemap and wireframes for the Home Page and two (2) sub-pages; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" of this amendment on a time and materials basis not-to-exceed eight thousand two hundred dollars ($8,200). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by October 31, 2008. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. City Attorney Approved Version #05.22.01 CONTRACTOR *By: (sbn here) (print name/title) (e-mail address) (e-mail-address) CITY OF CARL corporation of t By: ATTEST: LORRAINE M. WOOD City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. 'Group A. Chairman, President, or Vice-President "Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R/9AU0)ity Attorney By: eputy City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES AND FEE Ascentium will provide the following activities: Activities: 1. Analyze the Content Inventory/ audit performed by Content strategist - The purpose of this exercise is to understand the content that exists on the site and the naming conventions. This exercise helps organize content in the right sections based on each user group. 2. Conduct an Affinity diagram exercise with team members - The purpose of this exercise is to understand the different audience groups and identify the primary audience for each of the tasks and processes. This exercise also helps organize the content based on the needs of each user group. 3. Plan a Navigation strategy to create a sitemap. 4. Create initial wireframes. Deliverables: 1. Sitemap 2. Wireframes - a. Home Page b. Two (2) sub-pages (will be defined once the sitemap is complete). Assumption: 1. Once the Sitemap and Wireframes are approved, additional wireframes/templates will need to be created to successfully redesign and implement the new site. The additional wireframes will be addressed during development estimation. 2. Design Compositions are not part of this change order. City Attorney Approved Version # 05.22.01 Cost: Budget Impact $8,200 Acttyities Content inventory/audit analysis Affinity diagram exercise Navigation strategy Total Estimated Cost for UX Activities Sitemap Wireframes - Home & 2 Sub pages Total Estimated Cost for UX Deliverables Amount $ 1,300.00 $ 1,500.00 $ 1,500.00 $ 4,300.00 $ 1,500.00 $ 2,400.00 $ 3,900.00 Schedule Impact Approximately four weeks. Hardware Required Software Required N/a N/a Action Required Signed Change Order BEST COPY City Attorney Approved Version # 05.22.01 WASHINGTON SHORT-FORM INDIVIDUAL ACKNOWLEDGMENT (RCW 42.44.100) State of Washington County of I certify that I know or have satisfactory evidence that ss. i { Q notary Public SWtofWMMnflton •CATHERINE M MYERS My Appointment Expires Jui 1C Name of Signer is the person who appeared before me, and said person acknowledged that he/she signed this instrument and acknowledged it to be his/her free and voluntary act for the uses and purposes mentioned in the instrument. Dated: Orklher Month/Day/Year jut. -til. Signature of NotarizingJOfficer / Poblio Title (Such as "Notary Public") Place Notary Seal Above My appointment expires 10,2012- Mbnth/Day/Year of Appointment Expiration OPTIONAL Although the information in this section is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. J- Description of Attached Document Title or Type of Document: Document Date: ^//5l{^ Number of Pages: Signer(s) Other Than Named Above:(\ Right Thumbprintof Signer Top of thumb here © 1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item No. 5906 • Reorder: Call Toll-Free 1-800-876-6827 WASHINGTON SHORT-FORM INDIVIDUAL ACKNOWLEDGMENT ,Rc«412.44.100) State of Washington County of KI lift certify that I know or have satisfactory evidence that ss. Ktmly \\f\C\ of Signer) is the person who appeared before me, and said person acknowledged that he/she signed this instrument and acknowledged it to be his/her free and voluntary act for the uses and purposes mentioned in the instrument. Dated:|5. 7S Month/Day/Year Signature of NotarizfngJDfficer ' Title (Such as "Notary Public") My appointment expires 10, 1012- Place Notary Seal Above Month/Day/Year of Appointment Expiration OPTIONAL A/though the information in this section is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: iCl/>3/Q§ Number of Pages: Signer(s) Other Than Named Above: Jfl |TU75 'L>< Right Thumbprint of Signer Top of thumb here © 1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item No. 5906 • Reorder: Call Toll-Free 1-800-876-6827 AGREEMENT FOR MICROSOFT SHAREPOINT IMPLEMENTATION SERVICES Ascentium Corporation THIS AGREEMENT is made and entered into as of the <> day of 2008, by and between the CITY OF CARLSBAD, a municipal cerebration, ^("City"), and Ascentium Corporation, a Washington state corporation, ("Contractor"). RECITALS A. City requires the professional services of a company that is experienced in Microsoft SharePoint implementation and development. B. Contractor has the necessary experience in providing professional services and advice related to the development of the City's Internet site utilizing Microsoft SharePoint as the software platform. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof in an amount not to exceed fifty thousand dollars ($50,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. City Attorney Approved Version #05.06.08 5. COMPENSATION The fee payable for this Agreement will be determined on a time and material basis and the Services to be performed during the initial Agreement term shall not exceed one hundred sixty thousand dollars ($160,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION City Attorney Approved Version #05.06.08 (t Contractor and City each agree to mutually indemnify and hold harmless the other party and its officers, officials, employees and agents from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein and caused by the negligence, recklessness, or willful misconduct of the other party or by any of the other party's subcontractor(s), or anyone directly or indirectly employed by said other party or anyone for whose acts said other party may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VM" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1.000.000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. City Attorney Approved Version #05.06.08 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a City Attorney Approved Version #05.06.08 representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at within a prompt and reasonable timeframe, but in no event later that 14 business days to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. INTELLECTUAL PROPERTY Unless otherwise specified in the Statement of Work, all Work Product delivered by Ascentium hereunder is a "work for hire." Except as otherwise provided in the applicable Statement of Work, all Work Product, documentation, computer programs, source code, software products or system design specifications reduced to writing or other tangible form that are delivered by Ascentium to City pursuant to this Agreement, shall be the exclusive property of City. All ideas, concepts, designs, techniques, inventions, procedures, methods, utilities, tools, discoveries or improvements, whether patentable or not, that are conceived of or reduced to practice by Ascentium or by one or more Ascentium employees or agents in the performance of services for City under this Agreement, whether acting alone or in conjunction with City's employees, or others ("Inventions"), shall be the exclusive property of Ascentium. With respect to any Invention, Ascentium hereby grants to City and to any entity that directly, or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, City, a non-exclusive, non- transferable, limited, perpetual, royalty-free license to use such Inventions in the normal course of City's business. Intellectual Property Warranty and Indemnification. The Contractor represents that to the best of its knowledge any materials or deliverables, including all Works, provided under any resulting contract are either original, not encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If deliverables, materials or Works provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor to produce, at Contractor's own expense, new non-infringing materials, deliverables or Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor further shall agree to indemnify and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages of any type alleging or City Attorney Approved Version #05.06.08 °l threatening that any materials, deliverables, supplies, equipment, services or Works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor receives payment under any resulting contract, City shall be entitled, upon written notice to Contractor, to withhold some or all of such payment. Other Warranties and Remedies. There are no other warranties, express or implied, except those expressly set forth herein. There is no warranty of merchantability or fitness for a particular purpose. Neither party shall be liable for any claim or demand of the other party made directly or as a result of third party claims for lost profits or for indirect, special or consequential damages. Except for the infringement indemnity described herein, Contractor shall not be liable to City for more than the amount received from city for performance of the Services described in any Exhibit to this Agreement. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: For Contractor: Name Title Title Department Address 2£5 -IQS^Aufl. AJg~. City of Carlsbad f^fflvW. (A^/4 Address Phone No. <4ZS '5lQ~ Phone No. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version #05.06.08 \o Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #05.06.08 II 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #05.06.08 8 I?* acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version #05.06.08 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement^ \ V ^ '''$*^&& %;; of was^x\\^ (e-mail address) 'f %"**w '•"».,.,,'^lf required by City, proper notarial acknowledgment of execution by cororaifct must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RO wiey Deputy City Attorney 10 City Attorney Approved Version #05.06.08 EXHIBIT "A" SCOPE OF SERVICES Discover/ Milestone 1: Requirements Analysis, Analyze existing applications • Analyze existing applications and document the SharePoint architecture to be used for the migration effort • Provide SharePoint vision document with key success metrics, key stakeholders and risk matrix • Provide discovery summary document with content strategy plan and a high level SharePoint technical architecture diagram • Deliver stakeholder presentation with value vs. effort map, change management findings, and milestone 2 implementation timeline and level of effort • Based on the outcomes of the discovery phase, we may need to refine the scope of the implementation phase Incremental Payment $23,500 Implementation Milestone 2: Initial draft of site, Start content migration, migrate first five applications based on prioritization during the Discovery effort Install and configure SharePoint server Develop the initial site design incorporating branding provided by the City Assist City staff with content migration Coding and unit testing Assist City staff with the development of test cases for the applications to be migrated based on the functionality of the existing applications. The applications to be migrated will be based on the recommendations and prioritization from the discovery phase. • Deploy the applications and support acceptance testing • Quality Assurance Testing/Issue Resolution • Deploy initial working version of the site Incremental Payment based on Time and Materials to complete Milestone 2 Milestone 3: Complete content migration, Encapsulate applications, migrate next 5 applications based on prioritization during the Discovery effort. • Complete content migration • Coding and unit testing • Quality Assurance Testing/Issue Resolution • Deploy the applications and support acceptance testing City Attorney Approved Version #05.06.08 11 Incremental Payment based on Time and Materials to complete Milestone 3 Milestone 4: Migrate the remaining applications based on prioritization during the Discovery effort. • Coding and unit testing • Quality Assurance Testing/Issue Resolution • Deploy the applications and support acceptance testing Incremental Payment based on Time and Materials to complete Milestone 4 Milestone 5: Stabilization and rollout • Repair, test and deploy technical and functional defects discovered prior to rollout at no additional cost • Repair, test and deploy technical and functional defects discovered after rollout at no additional cost Final Payment based on Time and Material to complete Milestone 5. The total of all payments shall not exceed one hundred sixty thousand dollars ($160,000) Hourly Rates Some or all of the roles listed below will be used by Ascentium to complete the scope of work requested. Ascentium Roles Hourly Rate (US$) Business Analyst $140.00 Technical Architect $225.00 MOSS Developer(s) $165.00 Project Manager $165.00 Web Developer(s) $150.00 QALead $135.00 Engagement Manager $225.00 Flash Developer $160.00 Materials Ascentium will bill for all expenses at cost and include charges incurred for out- of-pocket items such as travel, parking, photocopying, stock photography, and per diem. Ascentium will not incur any expense exceeding $100 without first obtaining client approval in writing. The total charges for travel and materials shall not exceed $10,000. Payments Payments will be within a prompt and reasonable timeframe, but in no event later that 14 business days from the receipt of the invoice with the exception of any disputed charges. City Attorney Approved Version #05.06.08 12 Assumptions • City will provide access to appropriate staff and information required to successfully complete the project. • City will provide quick reviews and responsive feedback on all work submitted for review such as draft deliverables. The review timeline will be agreed at time of delivery but the City agrees to strive to turn around all deliverables within 2 working days from the receipt of deliverables. • Ascentium does not warrant that the Work Product will be free of error. Ascentium's obligation to fix defects as provided in this scope of work shall be for a period of sixty (60) days after acceptance of the Work Product by City. During that timeframe, Ascentium will use reasonable commercial efforts make corrections to that part of the Work Product that does not operate substantially in accordance with its intended purpose as agreed between the parties. However, Ascentium will have no obligation to make any correction and will not be liable to and does not indemnify City if: (i) City or any third party has modified, revised, enhanced or otherwise changed the Work Product without Ascentium's approval; (ii) Such defect in the Work Product is caused by City's operating system or software being affected by internal or external agents whether known or unknown by City. Any such changes or corrections that are required as a result of (i) and/or (ii) above, shall be subject to a separate agreement or change order. Upon acceptance, City will otherwise assume full responsibility for the use of the Work Product to achieve City's intended purposes. • Ascentium is responsible to assist City staff with performance or network testing associated with this Scope of Work • Ascentium is not responsible for site hosting or management City Attorney Approved Version #05.06.08 13