HomeMy WebLinkAboutSharePoint360 LLC; 2009-10-29;AGREEMENT FOR SHAREPOINT SERVER CONFIGURATION, MAINTENANCE AND
SECURITY SERVICES
SHAREPOINT360, LLC
THIS AGREEMENT is made and entered into as of the o?l " day of
200*7. by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and SharePoint360,LLC, a California Limited Liability Corporation,
("Contractor").
RECITALS
City requires the professional services of a Microsoft SharePoint technology vendor that
is experienced in the configuration, maintenance, and security of a Microsoft SharePoint
(MOSS2007) server environment. 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 two (2) years from the date first
above written.
3. Compensation. The total fee payable for the Services to be performed will be six
thousand one hundred and twenty dollars ($6,120). 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."
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 by any negligence, recklessness, or willful misconduct 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.
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.
City Attorney Approved Version #05.06.08
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-:VII 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", in an amount of not less than one million dollars ($1,000,000) 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 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 #05.06.08
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.
SharePoint360, LLC CITY OF CARLSBAD, a municipal
corporation of the State of California
Pam Gaffen, president
pgaffen@sharepoir
Ofty Manager or Mayor
ATTEST:
By:A
Joshufi A. Sebert, CFO
jsebert@sharepoint360.com
If required by City, proper notarial acknowledgment of execution by contractor must be
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:
RONALDIB. BALL, City Attorney
jJQeptrtyCity Attorney
"
City Attorney Approved Version #05.06.08
State of California
County of San Diego
COPY
On March 17, 2009, before me, Sheryl Castro, a notary public, personally appeared Pam Gaffen, who
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that she executed the same in her authorized capacity, and
that by her signature on the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Sheryl L. Castro, Notary Public
State of California
County of San Diego
On March 17, 2009, before me, Sheryl Castro, a notary public, personally appeared Joshua A. Sebert,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his authorized capacity,
and that by his signature on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
BHERYL L. CASTRO
Cwmriiiton * 1MM5I5
Sheryl L. Castro, Notary Public
*«"T £.sssm
EXHIBIT "A"
SCOPE OF SERVICES
Contractor will provide post production support for the City's SharePoint site. Services include, but are not
limited to:
• Server support beyond normal maintenance provided in the managed hosting agreement
o Providing SQL database backups as requested
o Performance Tuning
o Troubleshooting issues specific to the Carlsbad SharePoint site.
• Network support beyond normal maintenance provided in the manage hosting agreement
o Performance Tuning
o Troubleshooting issues specific to the Carlsbad SharePoint site.
• Site Maintenance beyond normal maintenance provided in the managed hosting
agreement
o Updating files provided by Carlsbad
• Consulting services
o Design changes
o Site enhancements
Payment
The City of Carlsbad will prepay $6,120 for a block of 40 support hours for the following:
SharePoint360 Department Regular Rates Discounted Rate
IT Consultant $170.00 $153.00
Application Developer $170.00 $153.00
SharePoint Consultant $170.00 $153.00
Should the City of Carlsbad require Services from other SharePoint360 departments, the following rates
shall apply:
SharePoint360 Department Regular Rates Discounted Rate
Principal / Executive
Solutions Architect
Senior IT Consultant
Administrative
$235.00
$195.00
$195.00
$70.00
$211.50
$175.50
$175.50
$63.00
All Services will be deducted from the prepaid support hours in accordance with the discounted rates
noted above. These rates are only applicable to these prepaid hours and this Scope of Services.
The City of Carlsbad shall also pay Consultant for all preapproved expenses incurred by Consultant for
the performance of this Scope of Services.
City Attorney Approved Version #05.06.08