HomeMy WebLinkAboutSirsi Corporation; 2009-02-26;AGREEMENT FOR LIBRARY AUTOMATION CONSULTANT SERVICES
Sirs! Corporation
TH|S AGREEMENT is made and entered into as of the QL daV of
yiJiJ^fxruLA . 2009, by and between the CITY OF CARLSBAD, a municipal
corporation, ("CKi/Tnd Sirsi Corporation d/b/a SirsiDynix, ("Contractor").
RECITALS
City requires the professional services of a consultant that is experienced in SirsiDynix
software regarding upgrades, configuration options, issues, status on enhancements or new
software. 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. In the event
any language contained in Exhibit A conflicts with language in the Agreement, the Agreement
language will supersede Exhibit A language.
2. Term. This Agreement will be effective for a period of two years from the date first above
written.
3. Compensation. The total fee payable for the Services to be performed will be nine
thousand, two hundred forty dollars ($9,240) per year. No other compensation for the Services
will be allowed except for items covered by subsequent amendments to this Agreement.
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.
Sirsi Dynix will provide general liability insurance to cover damage and/or injury to property
and/or persons caused by personnel acting in performance of SirsiDynix contractual obligations.
SirsiDynix will, upon request, name the City of Carlsbad as additional insured on a Certificate of
Insurance.
SirsiDynix limits its liability as found in Provision 12 of the Master Software License and Service
Agreement which states:
To the fullest extent permitted by law, SirsiDynix's total liability (including attorneys fees awarded
under this agreement) to customer and any third parties under this agreement, excluding liability
pursuant to Section 11 (Indemnification), will be limited to the payments made by customer
during the previous 12 months for the product or service which is the subject matter of the claim.
In no event will SirsiDynix be liable to customer for any indirect, special, incidental, exemplary
punitive, treble or consequential damages (including, without limitation, loss of business,
revenue, profits, goodwill, use, data, or other economic advantage), whether based on breach of
contract, tort (including negligence), product liability, or otherwise, and whether or not SirsiDynix
has previously been advised of the possibility of such damages. In no event shall SirsiDynix be
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whether or not SirsiDynix has previously been advised of the possibility of such damages. In no
event shall SirsiDynix be liable for any incidental, consequential, (including, without limitation,
loss of business, revenue, profits, goodwill, use, data, or other economic advantage) indirect,
special, exemplary, punitive, or treble damages arising from customer's or its user's use of the
websites, content or database in any manner, including without limitation any claim relating to
their use or inability to use them, or the accuracy of their content. No claim arising out of this
agreement, regardless of form, may be brought more than the shorter of two years or the
minimum period allowed by law after the cause of action has occurred. This section shall
survive failure of any exclusive remedy.
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 sea., 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
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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.
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 CITY OF /CARLSBAD, a municipal
corporatioj/ottb0 State of California
(print name/title)ATTEST:
(e-mail address)
(print name/title)
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 officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
By:.
Jeputy City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
Contractor will provide SureSailing hourly telephone consultant services designed for
experienced Sirsi automation system users. The Sirsi consultant will advise the Carlsbad City
Library staff on upgrading, configuration options, known issues, status on enhancements or new
software or services, and provide services for our unique needs.
Total cost for these services shall not exceed $9,240. This price is based on 12 two-hour phone
calls of consultant services at a rate of $350 per hour ($8,400), and a project management fee
of $840. The Carlsbad City Library will be invoiced only for the time used.
Please see attached quote dated September 2, 2008.
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