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Home My WebLink AbouteBI Solutions LLC; 2007-01-26;AMENDMENT NO. 1 TO AGREEMENT FOR SQL SERVER CLUSTER IMPLEMENTATION SERVICES eBI Solutions, LLC This Amendment No. 1 is entered into and effective as of the "* _ day of , 2007, amending the agreement dated January 26, 2007 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and eBI Solutions, LLC, ("Contractor) (collectively, the "Parties") for SQL Server2005 training. RECITALS A. The Parties desire to alter the Agreement's scope of work to provide an Introductory to SQL Server 2005 training class; and B. 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 the attached Exhibit "A" to this Amendment. 2. City will pay Contractor for all work associated with those services described in the attached Exhibit "A" on a time and materials basis not-to-exceed four thousand dollars ($4,000). 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. This is a "Time and Materials" agreement based upon a good faith estimate for work to be performed. 3. Contractor will complete all work described in this Exhibit "A" by January 26, 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 *By: (print name/title) (e-mail address) JLL/IOUS .ne| (print name/title) CITY OF CAffl-SBAC corporatio/f of/the municipal (e-mail address) LDRfcAINE 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 , City Attorney Deputy City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" TO THE AMENDMENT ADDITIONAL SCOPE OF SERVICES AND FEE The purpose of this Amendment is to provide training entitled "Introduction to SQL 2005" for up to seven employees. The training will consist of a >2 day overview in addition to one full day of "hands-on" instruction. The "hands-on" training will cover the following topics: Management Studio, Bl Studio, Integration Services, Notification Services, Reporting Services and Analysis Services. Estimated Project Effort and Milestones Project Code: COC01-B SQL Custom Training (8 hours preparation, 12 hours onsite classroom training) Total Duration 20 hours 20 hours $ 3,700 $ 3,700 eBI Solutions will provide necessary resources that specialize in the technology needed for the migration to SQL Server2005. This Scope of Work is based upon the assumptions listed below. Assumptions: • Most of the work is to be completed during normal working hours of 8:00 AM to 5:00 PM. Certain aspects of this project will be scheduled for after hours. Additional project support outside of normal working hours unrelated to this project scope may be subject to additional fees to cover overtime expenses. Prior to conducting any of these efforts, City of Carlsbad will be notified and work will not be performed without written authorization. • City of Carlsbad will provide all required software licenses and assembled hardware including servers, operating systems, database systems and other software. • Any material changes to the scope of the project whether by delays, changes in functionality, unforeseen complications or newly defined deliverables after respective approvals can be accommodated with a written amendment (change order) to the Statement of Work with mutual agreement between City of Carlsbad and eBI Solutions. The work will be performed on a time and materials basis. Rates Senior Developer $ 185/hr Expenses Normal and reasonable expenses will be billed to the client, so long as the Client has pre-authorized the estimated expenses. Expenses may include the following: Mileage ($.445 per mile), air travel (non-stop REV. 03/21/2007 when available), airport parking, automotive expenses (car rental, fuel and taxi), hotel accommodations and per diem ($55.00 per person per day). City Attorney Approved Version # 05.22.01 AGREEMENT FOR QL SERVER CLUSTER IMPLEMENTATION SERVICES eBI Solutions, LLC THIS AGREEMENT is made and entered into as of the cl day of \ I f>AM ^- • 2007, by and between the CITY OF CARLSBAD, a municipal (6$rpora!ion, ( C^fy, and eBI Solutions, LLC, ("Contractor"), with its principal place of business located at 1240 N. Lakeview Ave, Suite 220, Anaheim, CA. 92807 RECITALS City requires the professional services of a software consultant that is experienced in Microsoft SQLServer cluster implementation. Contractor has the necessary experience in providing these professional services, 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 Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of one (1) year from the date first above written. 3. Compensation. The total fee payable for the Services to be performed will not exceed five thousand dollars ($5,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." This is a "Time and Materials" agreement based upon a good faith estimate for work to be performed. Payment Terms: Net 30 Days Late Fees: Interest in the amount of 1.5& of the overdue balance will be calculated and invoiced to City at the end of each month beginning 30 days after the overdue balance first became past due. 4. Status of Contractor. Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version #04.04.02 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. 6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred thousand dollars ($500,000) each, unless otherwise authorized and approved by the City Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General and Automobile liability. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. 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 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. 8. Compliance with Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9- Termination. City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. Amendments. This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. City Attorney Approved Version #04.04.02 14. 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. CONTRACTOR (print name/title) >T'5o (a. n (e-mail address) (sign here) (print name/title) . n e so (e-mail address) l . /u "he CITY OF CARLSBAD, a municipal corporation of the State of California City Manager or Mayor ATTEST: LORRAINE M. WOOD City Clerk MONICA D. BLUM I Commission* 1677373 I Notaiy Public - California | Orange County i My Comm. Expires Jun 23,201 ol If required by City, proper notarial acknowledgment of execution by contractor must be attached. jf 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: RONAL :orney Deputy City Attorney .,_«Ay of Orange Subscribed and swornjpr affirmed) before of bu D Personally known to me "9 Proved to me onthe basis of satisfactory evidence N .to be the pereorfjsEwhp appearedJbefone VTlCH-Ce-Xj ^TIKWyvy A/ Name of Notary City Attorney Approved Version #04.04.02 EXHIBIT "A" SCOPE OF SERVICES The objective of this engagement is to assist the City of Carlsbad with their implementation of SQL Server Clustering. The City of Carlsbad has evaluated both clustering and mirroring and has determined that clustering best fits their needs in supporting approximately 20 SQL databases. eBI Solutions will provide expert consulting and installation of a 2-node SQL Cluster per a mutually agreed upon configuration. Additionally, eBI Solutions will perform Cluster failover testing. Estimated Project Effort and Milestones Project Code: COC01-A Phase Total Estimated Duration* 24 hours 24 hours Estimated Cost ' *' "Vt?lH*v)jiiRi!Mfr' >,i • •„, $ 4,440 $ 4,440 eBI Solutions will provide a resource that specializes in the technology needed for the new SQLServer Cluster project. This proposal is based upon the assumptions listed below. Assumptions: • Most of the work is to be completed during normal working hours of 7:30 AM to 5:30 PM, Monday through Friday. Certain aspects of this project may be scheduled for after hours. All work will be scheduled and approved by City of Carlsbad. • City of Carlsbad will provide all required software licenses and assembled hardware including servers, operating systems, database systems and other software. • Any material changes to the scope of the project whether by delays, changes in functionality, unforeseen complications or newly defined deliverables after respective approvals can be accommodated with a written amendment (change order) to the Statement of Work with mutual agreement between City of Carlsbad and eBI Solutions. The work will be performed on a time and materials basis. Rates Senior Developer $ 185/hr EBI SOLUTIONS, LLC PAGE 4 OF 5 12/22/2006 Expenses Normal and reasonable expenses will be billed to the City so long as the City has pre- approved, in writing, the estimated expense. Expenses may include the following: Mileage ($.445 per mile), air travel (non-stop when available), airport parking, automotive expenses (car rental, fuel and taxi), hotel accommodations and per diem ($55.00 per person per day). Invoices Invoices will include detailed descriptions of services rendered and itemized expenses with receipt copies attached. Invoices will be sent to City on a semi-monthly basis. Security Access to applications and devices will be granted on an "as needed" basis and will be for this project only. If eBI Solutions requires remote access to our network, a VPN Access Request form must be completed and VPN Use Agreement must be signed. To reduce risk and maintain confidentiality and privacy of City of Carlsbad business, employee and customer data, the City of Carlsbad Consultant/Contractor Connections to City Network form must be completed Rooms that house City of Carlsbad servers and communication systems are secure areas and as such, eBI Solutions consultants will be escorted into these secure areas and their activities monitored. EBI SOLUTIONS, LLC PAGE 5 OF 5 12/22/2006