HomeMy WebLinkAboutSharePoint360; 2009-03-25;AGREEMENT FOR SHAREPOINT (MOSS2007) INTERNET HOSTING SERVICES
— TT"TJHIS AGREEMENT is made and entered into as of the CbJ?v5 day of
<^^h , 20^23, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and SharePoint360, a California Limited Liability Corporation,
("Contractor").
RECITALS
A. City requires the professional services of a Internet Hosting Service that is
experienced in the configuration, maintenance, and security of a Microsoft SharePoint
(MOSS2007) server environment.
B. Contractor has the necessary experience in providing professional services and
advice related to support a Microsoft SharePoint (MOSS2007) server in a hosted environment,
including high availability connectivity, network/server security, and disaster recovery. (See:
Exhibit A - Scope of Work for a complete listing of the City's expectations)
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 three (3) years from the date first
above written. The City Manager may amend the Agreement to extend it for three (3) additional
one (1) year periods or parts thereof in an amount not to exceed eight thousand forty dollars
($8,040) 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.
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5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will be
twenty-five thousand one hundred twenty dollars ($25,120). No other compensation for the
Services will be allowed except for items covered by subsequent amendments to this
Agreement. 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
Should Contractor subcontract 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. Contractor
shall notify City of the use of any subcontractor and the scope of services provided by said
subcontractor.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services
rendered or contemplated under this Agreement.
9. DISENTANGLEMENT AT TERMINATION
Contractor shall take all necessary and appropriate actions to accomplish a complete, timely,
and seamless transition of any terminated services from Contractor and the Subcontractors, if
any, to the City, or to any replacement provider designated by the City, without material
interruption of or material adverse impact on the terminated services or any other services
provided by third-parties or other service providers that Contractor shall continue to provide
(each transition, a "Disentanglement"). Contractor shall cooperate with the City and any new
service provider and otherwise promptly take all steps required or reasonably requested to
assist the City in effecting a complete and timely Disentanglement of City's terminated Services.
Contractor shall provide all information regarding the terminated Services or as otherwise
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needed for Disentanglement, including data conversion, interface specifications, and related
professional services. Contractor shall provide for the prompt and orderly conclusion of all
terminated Services, as the City may direct including completion or partial completion of
projects, documentation of work in process, and other measures to assure an orderly transition
to the City or the City's designee. Contractor's obligation to provide the Services shall not cease
until a Disentanglement satisfactory to the City, including the performance by Contractor of all
asset-transfers and other obligations of Contractor provided in this Section 9, has been
completed in accordance with mutually agreed to completion or acceptance criteria or if no
agreed acceptance criteria exist, then to the City's reasonable satisfaction.
10. 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.
11. 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".
11.1 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.
11.1.1 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.
11.1.2Automobile 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.
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11.1.3Workers' 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.
11.1.4Professional 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.
11.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following provisions:
11.2.1 The City will be named as an additional insured on General
Liability.
11.2.2 Contractor will obtain occurrence coverage, excluding
Professional Liability, which will be written as claims-made coverage.
11.2.3 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.
11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.
11.4 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.
11.5 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.
12. 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.
13. 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 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.
14. OWNERSHIP OF DOCUMENTS
All work product produced and hosted 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
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subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have
the right to make one (1) copy of the work product for Contractor's records.
15. INTELLECTUAL PROPERTY
Work for Hire. Contractor understands and agrees that any and all materials and deliverables
(e.g. including but not limited to, documentation, computer programs, source code, software
products or system design specifications, etc.) that are subject to copyright protection that are
developed in connection with the performance of this contract (Works) shall constitute a work for
hire as that term is defined in the Copyright Act of 1976 (Act), as amended. As a result, all right,
title and interest in and to all such Works shall belong exclusively to the City, including without
limitation all copyrights and other intellectual property rights therein. If for any reason a Work is
not deemed to be a work for hire, Contractor hereby grants, transfers, sells and assigns, free of
charge, exclusively to the City, all title, rights and interest in and to said Work, including all
copyrights and other intellectual property rights. The Contractor further agrees to execute and
deliver to the City a confirmatory grant and assignment of all rights in and to Works and to
execute any other proper document the City deems necessary to ensure the complete and
effective transfer of all rights in Works to the City.
In the event that Contractor utilizes a sub-contractor(s) for any portion of the Work that is in
whole or in part of the specified deliverable(s) to the City, Contractor shall include a statement in
the Contractor-subcontractor agreement (Subcontractor Agreement) that identifies that the
deliverable/Work product to the City is a work-for hire as defined in the Act and that all
intellectual property rights in the deliverable/Work product, whether arising in copyright,
trademark, service mark or other belongs to and shall vest in the City. Further, the
Subcontractor Agreement shall require that the subcontractor grants, transfers, sells and
assigns, free of charge, exclusively to the City, all titles, rights and interests in and to said
Work/deliverable, including all copyrights and other intellectual property rights.
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 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
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to City for more than the amount received from city for performance of the Services described in
any Exhibit to this Agreement.
16. 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 (JT^OA uTerSO^ _ Name: Joshua A. Sebert
Title ~ZT D^cior Titie: CFO
Department &yfwwv(drto/N ieJrwJo^ Address: 701 B Street, Suite 1 601
City of Carlsbad San Diego, California 92101
Address \l**£ "fa/WU Av*- Phone: 619-231-6100
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.
17. 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.
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.
18. 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.
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19. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
20. 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.
21. 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. Should Contractor disagree with the City's determination, the parties may resolve
the dispute pursuant to Section 20 above.
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 determine as to the portions of tasks
completed and compensation to be made. Should Contractor disagree with the City's
determination, the parties may resolve the dispute pursuant to Section 20 above.
22. 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.
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23. 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 acknowledges debarment by another jurisdiction
is grounds for City to terminate this Agreement.
24. 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.
25. 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.
26. 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.
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27. 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.
CONT
Pam Gaffen, President
CITY
corpora:
*By:
shua A. Sebert, CFO
;ebert@ sharepoint360.com
If required by City, proper notarial acknowledgment of execution by contractor
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:
BALL^ertyAttorney
Ud-By:_
Tstant City Attorney
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State of California
County of San Diego
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.
JWiQ
Sheryl L. cWro, 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.
Sheryl L. Castro, Notary Public
SHERYL L. CASTRO
Commission * 1838625
Notary Public-dWonm
SM Diego County
rComm.r
I
EXHIBIT "A"
SCOPE OF WORK
1.0 INITIAL SET-UP AND CONFIGURATION
SharePoint360, LLC will acquire, configure, and host the hardware for the City's Internet
site in the following configuration.
Farm Architecture
Logical
Architecture for
the Farm
Initial architecture of one (1) Web Front End Virtualized Server,
one (1) Dedicated Organizational Unit, and one (1) Shared SQL
Server. See: Figure 1.
Web Front End Server:
• Content Sites
• SSP
• SSP admin site
• Shared web services
• Shared service (Index)
• Central Admin
Dedicated Organizational Unit:
• Network/Server Management
Shared SQL Server
• All databases
Table 1
Server Configuration
Web Front
End Detail
Virtual Server
Processor: 1 CPU
Memory: 2 GB
Storage: 25 GB
NIC:1 x1,OOOMb/s
Roles: Web Front End; Query Server; Index Server
SQL Server
Detail
Processor: As configured for Shared environment
Memory: As configured for Shared environment
Storage: 50GB
NIC: As configured for Shared environment
Roles: SQL Server
Table 2
SharePoint360, LLC will have the previously mentioned farm architecture and server
configuration available within five (5) working days from date Agreement is signed.
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Topology Configuration
Internal Network
SharePoint360 Dedicated
Organization Unit (OU)
Firewall
Shared SQL Server
Firewall
Figure 1
2.0 AVAILABILITY
The City's Internet site is business-critical and must have a service level that meets
and/or exceeds 99.9% accessibility and operability, 24/7/365. In the event that
SharePoint360 is not able to meet a 99.9% service level as described below,
SharePoint360 agrees to credit the City based on the following schedule:
Credit Entitlement Schedule
Uptime Level
99.9%
99.0% - 99.8%
95.1% -98.9%
<95.0%
Credit of Monthly Subscription Fee
0%
25%
50%
100%
Table 3
Calculation for Uptime Level
Monthly Uptime Percentage is calculated by subtracting A.) The total number of
Downtime minutes (See: Downtime Definition - Table 4) experienced in a given calendar
month, from B.) The total number of minutes in a calendar month, and dividing the
results by C.) The total number of minutes in a calendar month.
Uptime Level = (Total minutes - Downtime minutes)/Total minutes
Downtime Definition
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Downtime is any unplanned period of time that a Customer User is unable to access
their hosted application for which they have been granted permissions.
Downtime Does Not Include:
Scheduled
Downtime
Uncontrollable
Conditions
Adverse
Customer Action
Minor Outages
Scheduled outages and outages occurring with defined
schedules for routine network, hardware, or service
maintenance or upgrades. (See: Downtime Schedule - Table 6)
Downtime as a result of any uncontrolled variable outside our
exterior Firewall or physical Data Center that causes an outage
in service.
Downtime caused by a Customer User actions, applications, or
system changes that cause an outage in service.
Intermittent Outages or periods of Downtime for less than 15
minutes will not be counted towards any Downtime.
Table 4
3.0 SUPPORT AND MAINTENANCE
Monitoring
SharePoint360 will actively monitor their entire systems and applications infrastructure
7/24/365 for any outages, failures, threats and provide early warnings.
In the event that any issues are detected, notification will be communicated to the City
based on the Notification Schedule. (See Notification Schedule - Table 5)
Notification of Outage
For planned outages and maintenance, advanced notification will be given prior to the
outage or maintenance taking place and immediately after the systems are online.
For unplanned outages, notification will be sent immediately, via email, posted
announcements on SharePoint360's website and also inbound phone announcements.
Notification will be sent immediately following system recovery. An incident report will be
delivered via email no later than 24 hours after an unscheduled outage.
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Notification Schedule
Service
Performed
Policy Notifications
Daily Our goal is to provide routine Daily Services and
Maintenance without interrupting your service.
During this time the systems consume additional
resources and you may see a decrease in
performance times. If an outage is required, the
outbound communication process used for Critical
Service.
As Required
Minor For Minor Services scheduled that have a potential
cause disruption to your service, we will notify you
on the Wednesday and the Friday preceding the
Sunday the work is to be performed.
5 & 2 Days
Prior to Service
Major For Major Services scheduled that have a potential
cause disruption to your service, we will notify you
10 Days Prior and the Wednesday and the Friday
preceding the Sunday the work is to be performed.
If an outage occurs, customers will be notified
immediately following system recovery.
10, 5&2 Days
Prior to Service
Critical For Critical Service and Unplanned Outages,
customers will be notified immediately, via email,
posted announcements on Sharepoint360's
website and also inbound phone announcements.
Customers will be notified immediately following
system recovery.
As Required
Table 5
Maintenance & Upgrades
SharePoint360 will perform routine maintenance and upgrades on both their
infrastructure and software applications in their data center. All planned maintenance
and upgrade activities will be communicated with the City per the Notification Schedule.
(See: Notification Schedule - Table 5)
Scheduled Downtime is not considered Downtime for calculating our 99.9% Uptime
guarantee and is not qualify for any Downtime credit reimbursement.
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The following table lists the possible Scheduled Downtimes.
Scheduled Downtime
Service
Performed
Daily
Minor
Major
Critical
Description
Routine Maintenance and Repairs,
Security Updates, Backups and
Restores, Equipment Replacement
All Services Above, in addition to:
Software Updates and Patches,
Network Upgrades, Infrastructure
Maintenance, Full Backup and
Recoveries
Software and Hardware Upgrades
Issues Requiring Emergency
Response
Schedule
Monday -
Saturday
Sunday
As
Scheduled
Any Day
Times
10:OOPM-
3:OOAM Pacific-
Standard Time
12:OOAM-
11:59PM
Pacific-
Standard Time
As Scheduled
Any Time
Table 6
4.0 PRICING
Based on the configuration, availability, and support outlined in the previous sections,
the City agrees to pay, consistent with the below chart and Section 5 Compensation, an
initial set up fee and an on-going monthly fee.
Initial Set up
Monthly Charge
$1,000
$670/per month
Table 7
Credit for Downtime
SharePointSGO will provide a credit to the City's account if they fail to meet the Uptime
guarantee for a given calendar month, based on the Credit Entitlement Schedule (See:
Credit Entitlement Schedule - Table 3).
The City can apply to receive credit based on a percentage of our monthly subscription
fee. The credit cannot exceed the monthly subscription fee. The credit will apply to the
subsequent month of service. Customer account must be in good standing at the time of
outage or failure in order to request a credit.
The City must submit a written "request for credit" within 10 business days after the
month of Service where the presumed incident took place.
5.0 INVOICING AND PAYMENTS
Invoicing
SharePoint360 will provide a monthly invoice for the previous month of service. The first
invoice will be the prorated 1st Month, Set-up Fee & Current Month.
Payments
Payments will be within a prompt and reasonable timeframe, but in no event later that 21
business days from the receipt of the invoice with the exception of any disputed charges.
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City Attorney Approved Version #05.06.08
6.0 ADD ON PRICING
Subject to Section 5 Compensation, in the event that the City needs to expand the
resources for its Internet site, the following price schedules will apply for the duration of
the contract.
Web Front End
Web Front End Pricing
1 Virtual SharePoint Server $100/per month
Table 8
SQL Server
Extra Storage Pricing
1GB
5GB
10GB
50GB
100GB
250GB
$30/per month
$125/per month ($25/per GB)
$200/per month ($20/per GB)
$750/per month ($15/per GB)
$1000/per month ($10/per GB)
$2,000/per month ($8/per GB)
Table 9
7.0 SOFTWARE LICENSING
SharePointSGO
SharePoint360 will provide the following software licenses to support the initial
configuration and set up, as defined in this Exhibit A - Section 1.0. Any fees associated
with these licenses are included in the monthly charges. (See: Pricing - Table 7)
Description
Windows Server
SQL Server 2005
Quantity
2
1
Table 10
City of Carlsbad
The City will provide the following software licenses to support the initial configuration
and set up, as defined in this Exhibit A - Section 1.0
Description
Microsoft SharePoint Internet License
CALs for internal users
Quantity
1
200
Table 11
15
City Attorney Approved Version #05.06.08