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HomeMy WebLinkAboutAMX International Inc. - 2001-04-16Municipal Services Statement Opportunities InCre�� �e 1vJc-3ter con5ervcitlon opportllnitle5 and If formation Improve Cw;tomer Relation`, and Inforlll(itlon AfJU improve Bu Me, Practice improve efficiency m implementation of ne�v lJtilicly Mumcip,il Billinc;l Software Current Practice Service Periods are based on bi-monthly fIeter Reads. At the time they are Filled, Customers we for 60 days of service for VVater, Trash and Sevver. City Bays "real time" to provide services but i.ollects revenue for those service 60 days or more later. Current Practice The amounts ovved for the 60-Day Service Period are cut in half to cfcnerate a "monthly" hill. the first half (Period 1; Is billed immediately; the second half (Period ?) is billed 30 days later Result: Customer; are confused by the cr_rrrent hillmg practice Best Business Practice for Customer Information, Conservation, and Software Implementation: Read Once, Bill Once (Monthly) Staff Recommendation: Read Once, Bill Once (Monthly) Advantages Better Management of Resources ■ Conservation effort,) managed more efficiently ■ Unaccounted for viater is tracked sooner (leaks, theft of service, meter problems) Industry Practice is to bill for services as soon as possible after service is provided. Adva ntages One -Time Accelerated Cash ("True Up" (Rillinq in 0 days instead of 60 clays') provides for: ■ 51,775,000 -':`later C_wimodity QZ Metei,, ■ 615,EJ00 Capital Swchxoe ■ r 13 CO3J - Utility U,ei Tax: ■ - SOO, Y aCnllechon ■ °0,000 - ' e�ve! Sei vice Chai ge Monthly Adjusted Revenue: s3,683,000 Adva ntages Utiligy Municipal Billing software: ■ t,lo cr.rstomization reguimd ■ Fully supported ■ can be implemented without additional programming ■ 1--,13orter timeline to implement Advantages Reduces Collection Problems ■ Currently, collection rule; cannot be applied to Period ?. bills ■ Automatic collection rules can be applied to true monthly bills ■ Quicker iclentification of collection problems ■ An3ount owed to City is lees Of customer defaults 011 payments) Disadvantages "True Up" of Customer Bills Required ■ Bring customer; from 60 Days in Arrears to 30 Days in Arrears ■ Lxtra �0 days owecl will be pro -rated over 1? months Additional Staffing and Equipment required for Monthly Meter Reads Cost of Monthly Read ,106,000!year - 2 Nev., f�leter Readers s 49,000 - Tvvo Trucks (10 year life 11,600 - Additional E cjmpment (Handheld devices, etc. Alternative l: Read Once, Bill Once (Bi-Monthly) Advantages ■ No additional costs for staff/equipment ■ No additional cost,-) for ,ofhvare modification ■ Cost Savings on Postage Alternative 1: Read Once, Bill Once (Bi-Monthly) Disadvantages ■ Cu stomers k,vould get a high bill every tkwo months ■ The first delinquent payment is vvhen customers have used (bUt not paid for) 90 days of service. ■ City pays Rainbovl Disposal every month for Trash collection Alternative 2: Replicate Current Practice Advantages ■ No additional for staff/equipment ■ Customers would >ee no change ■ No "true -up" regrrired Alternative 2: Replicate Current Practice Disadvantages ■ Significant adcl bmi -rl cost & time to make custom software programming changes ■ Customized softv,jare has limited support ■ Continues, bad practices (no collection rules on Period 2 bills, payment for services is 60 days in arrears] Staff Recommendation: Read Once, Bill Once (Monthly) Council/Agency Meeting Held: Deferred/Continued to: 04 '0,Ap roved ❑ Conditionally Approved ❑ Denied 11Y• ity ler ' Signature Council Meeting Date: April 16, 2001 Department ID Number: FD 01-007 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMB z 7' SUBMITTED BY: RAY SILVER, City Administrators mac,==►If,; _ Cj r PREPARED BY: ROBERT F. BEARDSLEY, Public Wo kLL'tor — WC)�10 MICHAEL P. DOLDER, Fire Chief/Information Systems Dir$pto SHARI FREIDENRICH, City TreasucRE5� o n SUBJECT: APPROVE\THE APPROPRIATION AND AMX INTERNATIONAL, INC. UTILIGY CUSTOMER INFORMATION AND BILLING SOFTWARE LICENSE AND SOFTWARE MAINTENANCE AGREEMENTS FOR THE J.D. EDWARDS ENTERPRISE RESOURCE PLANNING SYSTEM Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Should the Citv appropriate an additional $3,081,044 from the Water Fund and purchase utility customer information and billing software from AMX International, Inc. and related hardware/software as a component of the J.D. Edwards Enterprise Business System Implementation? Funding Source: In anticipation of replacing the City's legacy based utility billing software, the City Council made an initial appropriation of $1,000,000 in Fiscal Years 1999/2000 and 2000/2001. Currently, $996,043 is available in the B.E.A.C.H. Project Software Capital account number 50643002.86000. In order to purchase and implement the proposed AMX International, Inc. Utiligy Software, an additional appropriation of $3,081,044 is required from the Water Fund. The combined appropriation of $4,077,087 will fund all the necessary components of the utility software'implementation, including software, hardware, equipment, consultant, and City staffing costs. When the project costs are finalized, a cost apportionment will be made between the Refuse Fund, FireMed Fund, future Sewer Fund, and the General Fund. The Fiscal Impact Statement for the Water Fund is found in Attachment 1. Recommended Action: MOTION TO: 1) Approve an appropriation of $3,081,044 from the Water Fund to the B.E.A.C.H. Project Software Capital account (50643002.86000). 2) Approve and authorize the Mayor and City Clerk to execute the Beta Test Site Agreement at no cost. ,3 0EQUEST FOR COUNCIL ACAN MEETING DATE: April 16, 2001 DEPARTMENT ID NUMBER: FD 01-007 Recommended Action: (continued) MOTION TO: 3) Approve and authorize the Mayor and City Clerk to execute the AMX International, Inc. Utiligy Customer Information and Billing Software License Agreement at a cost not to exceed $350,000 and further approve limited liability and indemnification obligations. 4) Approve and authorize the Mayor and City Clerk to execute the AMX International, Inc. Utiligy Customer Information and Billing Software Maintenance Agreement (no first year costs, subsequent years $81,000). 5) Approve and authorize the Mayor and City Clerk to execute the Professional Services Contract Between the City of Huntington Beach and AMX International, Inc. for Implementation of AMX Utiligy Software and J.D. Edwards Software at a cost not to exceed $1,400,000. Alternative Action(s): Do not approve the appropriation and the AMX INTERNATIONAL, INC. agreements providing Utiligy customer information and billing software enhancements for the implementation of the J.D. Edwards Enterprise Resource Planning System. Analysis: The City's current custom legacy based utility billing software was developed over 15 years ago and operates on an unsupported mainframe computer. The instability of the City's mainframe computer and the need for a more flexible and J.D. Edwards integrated software requires the replacement of the current system. A three -phased software/hardware implementation approach was approved by City Council on October 18, 1999 when Phase I of the J.D. Edwards Enterprise Resource Planning Software implementation was approved. At that time, Phase III of the project, replacement of the utility billing software, was proposed for October 2001 to coincide with the delivery of a J.D. Edwards integrated utility billing software. The integrated utility software is now available. An acceleration of the utility software implementation is now proposed to take advantage of cost savings and to assure the reliability of our billing system to prevent the impact of a failed legacy mainframe computer. The City's utility billing system annually bills in excess of $45,000,000 for the water and other funds and is the City's most critical billing resource. This represents almost 20% of the City's total budget. Failure of this system would be catastrophic to the Water Fund and the City. Additionally, the City utility tax on water, the Refuse Fund, and the FireMed Fund also bill through the existing utility billing software. Since October 1999, staff has been involved with J.D. Edwards' efforts to produce a OneWorld integrated utility billing software product. Recently, J.D. Edwards and AMX International, Inc. entered into an agreement to accelerate their utility billing software development. This joint venture has resulted in AMX's Utiligy Customer Information and Billing Software product. Because of City staff's involvement in the utility product development, the City has been offered the opportunity to become an AMX Beta site for two months beginning May 1, 2001 (Attachment 2). Following the Beta implementation, a full FD01 007 AMX International UTILIGY2.doc -2- 4/11/01 8:59 AM QUEST FOR COUNCIL ACIfON MEETING DATE: April 16, 2001 DEPARTMENT ID NUMBER: FD 01-007 Analysis: (continued) Utiligy implementation would proceed over the subsequent three (3) months with a target implementation date of October 1, 2001, as authorized in the Software License Agreement (Attachment 3). This unique opportunity provides the City with a 45% reduction in software costs and approximately a 50% reduction in implementation costs. The net savings to the City's Water Fund is approximately 1.2 million dollars. In addition, as specified in the Software Maintenance Agreement (Attachment 4), there would be no first -year maintenance costs. The acceleration of the funding request allows for the 1.2 million dollar savings. Additionally, as part of the Beta implementation, the City can provide direct input on the final design before implementation of the proposed Utiligy system, allowing for the seamless integration of the City's unique water, refuse, FireMed, and possible sewer billing needs and the J.D. Edwards OneWorld Business System. Software. The AMX International, Inc. Utiligy Software provides the necessary utility software platform and functionality to meet the City's current and future utility billing needs and water operations management needs. The following base software modules are included in the proposed software purchase: • Utiligy CIS, which replaces all of the current utility billing software • New Customer Self -Service Module containing: o E-Bill/E-Pay o Online Work Order o Request/Cancel Service • Customer Care Module • Integration of the J.D. Edwards OneWorld Business System Software No other J.D. Edwards compatible utility software is available. This accelerated utility implementation, as outlined in the Professional Services Contract (Attachment 5), not only provides one-time savings, the City also has the opportunity to incorporate possible sewer fees in the new software without having to modify existing legacy software followed by a second utility billing software modification. The Utiligy customer information and utility billing software implementation includes the software purchase as well as internal and external implementation staffing and the necessary support hardware and software including bill printing hardware and software replacement. Water Division and Treasurer Department staff have previewed the Utiligy software product and are excited about the pending software upgrade. Most importantly, the City's water customers will be better served by the software in access, bill paying, and customer service care. The Water Fund appropriation will provide sufficient funding for future contracts for various hardware and support software necessary to complete the Utiligy implementation. Final costs of both the J.D. Edwards project and the Utiligy project will be apportioned .over all funds, including Water, Refuse, FireMed, General Fund, and any future Sewer Fund. F1301 007 AMX International UTILIGY2.doc -3- 4/10/01 3:28 PM 9LQUEST FOR COUNCIL ACAN MEETING DATE: April 16, 2001 DEPARTMENT ID NUMBER: FD 01-007 Modified Indemnification and Insurance Requirements: Paragraphs 11, 12 and 13 of the AMX International Inc. Software License Agreement (Attachment 3) include limitations of liability and indemnification obligations of the vendor to the City. Specifically, Paragraph 13 (A) -.(C) limit the liability of either party to the value of the contract and limit the indemnification of both parties for third party claims to direct damages only. The indemnification limitation is in conflict with the standard indemnification provision required by Resolution 9720, which requires full indemnification from the vendor to the City for any and all claims, including attorney's fees. The limitation of liability and indemnification is standard and non-negotiable in all software license agreements. Both the Settlement Committee and the City Council have previously approved similar language in software license agreements. The Certificate of Insurance (Attachment 6) has been reviewed and approved by the City Attorney. New Appropriation Criteria: This request falls under Criteria 1 and 3 of the City Council Appropriation Policy. The implementation of the Utiligy Customer Information and Billing Software will result in a 1.2 million dollar savings if implemented now and provides for an uninterrupted revenue collection system should the existing legacy mainframe computer fail. J.D. Edwards Executive Steering Committee Position: The J.D. Edwards Executive Steering Committee (Michael Dolder, Fire Chief/Information Systems Director; Shari Freidenrich, City Treasurer; Clay Martin, Administrative Services Director; and William Workman, Assistant City Administrator) recommends approval of the appropriation and the AMX International, Inc. Utiligy Software License and Maintenance Agreements. Environmental Status: None. Attachment(s): RCA Author: Beardsley/Doider/F reiden rich F1301 007 AMX International UTILIGY2.doc -4- 4/9/01 5:13 PM ATTACHMENT 1 • CITY OF HUNTINGTON BEACH INTERDEPAR71VIENTAL COMMUNICA TION To: Ray Silver, City Administrator From: Clay Martin, Director of Administrative Services Subject: FIS 2001-34 Approve the AMX International Inc. UTILIGY Customer Information and Billing Software License and Maintenance Agreements for the JD Edwards Enterprise Resource Planning System Date: April 5, 2001 As required by Resolution 4832, this Fiscal Impact Statement has been prepared for "Approve the AMX International Inc. UTILIGY Customer Information and Billing Software License and Maintenance Agreements for the JD Edwards Enterprise Resource Planning System." If the City Council approves this request (total appropriation $4,077,087 of which $996,043 is already approved in the budget and $3,081,044 represents a new appropriation) the estimated unreserved working capital of the Water Fund at September 30, 2001 will be,- epd=polo $_I W, 000. Clay Maqix% Directo of Administrative Services • • ATTACHMENT 2 • 0 BETA TEST SITE AGREEMENT THIS AGREEMENT is made and entered into this 16th day of April 2001, by and between AMX International ("Developer"), whose address is 200 South Woodruff Avenue, Idaho Falls, Idaho, and City of Huntington Beach ("Customer") having a principal place of business located at 2000 Main Street, Huntington Beach, California. Recitals A. Developer has developed Utiligy, including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material ("Software"). B. Developer desires that the Software be tested prior to general release; and C. Customer wishes to serve as a Beta Test Site for such Software. NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows: 1. Developer grants to Customer a non-exclusive, non -transferable license to use the Software at Customer's business location solely for Beta Site. 2. For purposes of this agreement Software shall be defined as Utiligy Customer Information and Billing Software. 3. In consideration for receiving Software for testing, Customer agrees to serve as a "Beta Test Site" for the Software and will notify Developer of all problems and ideas for enhancements which come to Customer's attention during the period of this Agreement, and hereby assigns to Developer all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights. 4. Customer agrees that Software includes valuable, proprietary information and trade secrets of Developer. Customer agrees to treat Software as confidential and proprietary and will not without the express written authorization of Developer: a. Demonstrate, copy, sell or market Software to any third party; or b. Publish or otherwise disclose information relating to performance of the Software to any third party; or c. Modify, reuse, disassemble, de -compile, reverse engineer or otherwise translate Software or any portion thereof. 5. Software is pre-release code and is not at the level of performance and compatibility of a final, generally available product offering. Software may not operate correctly and may be substantially modified prior to first commercial shipment. Customer understands and acknowledges that this is beta software and is delivered in "as -is" condition. It very likely • • will contain both known and unknown defects, or incomplete software, and its use may result in among other things, loss of data. Customer agrees that Developer is, therefore, relieved of any and all liability during the beta test time frame for any consequences associated with using the beta software. 6. In recognition of the special nature of this Agreement and the relationship created hereby, Customer agrees that, at Developer's request from time to time, it will serve as a reference with respect to Software, as well as services that may be performed by Developer and shall cooperate with developer in the creation of published case studies, press releases and other collateral. Developer represents and warrants that it has the requisite right and legal authority to grant the license and provide the Software and the Confidential Information as contemplated by this Agreement. Developer makes no other warranty, express or implied, with respect to the Software or any other confidential information and all other warranties, whether express or implied, are hereby disclaimed, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. Developer's sole liability for breach of the representation and warranty above, and recipient's sole remedy, shall be that.Developer shall indemnify and hold recipient harmless from and against any loss, suit, damage, claim or defense arising out of breach of the representation and warranty, including reasonable attorneys' fees. 8. This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of Utah. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested, addressed to: In the case of Developer: AMX International Attn: Hal Harvey, Chief Financial Officer 200 South Woodruff Avenue Idaho Falls, ID 83401 In the case of Customer: City of Huntington Beach Attn: Michael P. Dolder, Fire Chief/Information Systems Director 2000 Main Street Huntington Beach, CA 92648 or such other address as may be given from time to time under the terms of this notice provision. 9. This Agreement constitutes the entire and only agreement between the parties for Software. and all other prior negotiations, representations, agreements, and understandings whether written or oral, are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties. • • 10. Customer shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement. 11. Failure of Developer to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. 12. If any provision of this Agreement shall be found by a court,.of competent jurisdiction, to be void, invalid or unenforceable,. the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of the remainder of this Agreement. IN WITNESS WHEREOF, parties hereto have caused this Agreement to be executed by and through their duly authorized representatives to execute this Agreement the day, month, and year first above written. AMX International, Inc. (Developer) B Y — - Nam . Jay Price ITS: President City of Huntington Beach, a municipal corporation of the State of California: T �'M 9!�� 4 - ayor AND ATTEST:C���rI,G isZ�u�%ti'w City Clerk 0y- ja-o1 AMX International, Inc. (Developer) By k �&V Name: Hal Harvey ITS: Chief Financial Officer APPROVED AS TO FORM: ty Attorney q V o to t INITIATED AND APPROVED: I IiIIA.0 Ci Administrator Fire Chief/Info ti ^ V t��Director • :7 ATTACHMENT 3 AMX 0 AMX INTERNATIONAL UTILIGY SOFTWARE LICENSE AGREEMENT Customer City of Huntington Beach Address 2000 Main Street Huntington .Beach, CA 92648 This Software License Agreement is entered into between AMX International, Inc., an Idaho corporation with its principal place of business in Idaho Falls, Idaho (hereinafter "AMX') and the Customer whose name and address is set forth above. 1. DEFINITIONS. For purposes of this Agreement, the following terms shall mean: Accessory Products: Software delivered with the Licensed Products but which require Customer to agree to a separate license agreement. Affiliate(s): Those entities under common control and ownership of the entity identified as Customer above. Common control and ownership is defined as the direct or beneficial ownership of a voting interest of at least fifty percent (50%) of the issued and outstanding voting equity securities of the company, or the right or power, directly or indirectly, to elect a majority of the Board of Directors, or the right or power to control the executive management. Confidential Information: The a) Licensed Products, b) Developed Software and c) other information of the parties when it is presented in printed, written, graphic, photographic or other tangible form (including information received, stored or transmitted electronically) and marked as "Confidential", "Proprietary", or "Restricted" by Discloser. Confidential Information also includes information of the parties, when.presented in oral form, that is recorded as written notes or memoranda and which are marked confidential and provided to Recipient within thirty days after the date of disclosure. Customer: The entity identified as the Customer on the first page of this Agreement and its Affiliate(s). Derived Software: Software programs or modifications to the Software created through the use of a development tool licensed hereunder and developed by Customer, its employees or third party agents (not AMX). Designated Processor: The computer processing unit(s) (CPUs) or servers identified in Exhibit A to this Agreement on which the Licensed Software is installed or deployed by Customer. Developed Software: Software programs or modifications to the Licensed Products developed by AMX for Customer pursuant to the Agreement for Professional Services (or other similar engagement) including source (if any) and object code for such Developed Software and any related documentation. AMX shall own all right, title and interest in any Developed Software. Discloser: The party disclosing Confidential Information. Licensed Product(s): The computer programming code, including object code and any source code that may be provided for the items identified as the Licensed Products in Exhibit A to this Agreement; any Software Updates issued from time to time by AMX in . its sole discretion, and the Published Product Specifications. The Licensed Products to not include Accessory Products. Licensed Users: . Customer and any other users that are specifically licensed to access and use the Licensed Products in accordance with the terms of this Agreement and its Exhibits. Published Product Specifications: All on-line help material included with the Licensed Products and all user, technical and training guides (in whatever media) associated with the Licensed Products as they may exist from time to time. Recipient: The party receiving Confidential Information. Software: The Licensed Products and Developed Software. Software Updates: Improvements and changes to the Licensed Products that AMX may make from time to time in its sole discretion that do not constitute a new version of the Licensed Products. Supported Platforms: The hardware and software platforms which are supported by AMX for specific release of the Licensed Products as documented from time to time in the Published Product Specifications. . 2. LICENSE GRANT. In consideration of the License Fee.paid by Customer to AMX as set forth in Exhibit B, and for Customer's other promises contained in this Agreement, AMX grants to Customer, and Customer accepts, subject to the terms and conditions set out in this Agreement, a non-exclusive and non- transferable indefinite limited license to use the Licensed Products indicated in Exhibit A annexed hereto. AMX represents that it possesses all rights and interests in the Licensed Products necessary to enter into this Agreement. AMX further grants to Customer the right to create and utilize Derived Software without the consent of AMX. Customer shall own all right,, title and interest in and to any Derived Software, except that AMX shall retain sole ownership of such portions of the Derived Software that contain part or all of the Software. Use of such Software included in the Derived Software shall remain subject to the provisions of this Agreement. Exhibit: One or more documents by which Customer licenses the 3. LICENSE USE. (A) Customer shall use the Licensed Products licensed products and orders services and/or maintenance and on the Designated Processor(s) identified in Exhibit A. Customer which shall be incorporated into this Agreement. shall not copy the Licensed Products or allow their use by others without the written permission of AMX except for Customer's License Fee: The Fee in Exhibit B to this Agreement setting forth backup, archival, and in-house disaster recovery purposes. the sum to be paid by Customer to AMX for the licensed use of the Customer shall cease using any such disaster recovery copies upon Licensed Products. restoration of the Customer's operating systems. (B) Customer may also copy the Software as reasonably necessary to accommodate the number of Licensed Users licensed AMX International, Inc. Utiligy Software License Agreement Page 1 of 8 City of Huntington Beach Rev. 4 (04/06/01) • • under this Agreement. Customer will reproduce and include the copyright, trade secret or other restrictive and proprietary legends from the original on all copies. All copies will be subject to the terms of this Agreement. The Licensed Products may be used only by Customer, and not for the benefit of any third party, including but not limited to, commercial timesharing, rental or sharing arrangements. The Licensed Products may be used only in the country in which they are first installed and may only be moved to another country with the prior written permission of AMX. (C) Customer shall not: (i) Reverse engineer any part of the Licensed Products; (ii) Distribute, sell or otherwise transfer any part of the Licensed Products; or (iii) Remove the copyright, trade secret or other proprietary protection legends or notices which appear on or in the Licensed Products. (D) Customer shall notify AMX in writing of any model change to a Designated Processor prior to such change taking place. 4. Customer's CHOICE OF DESIGNATED PROCESSOR. Sizing is the process of estimating the amount of computer equipment and types of hardware and software features needed to execute the Licensed Products on the Designated Processor under particular circumstances to achieve certain performance goals. AMX will perform a sizing only upon Customer's request and using Customer's own data and estimates. Customer shall have all responsibility for the choice of the Designated Processor, its features; and the use of the Licensed Products to achieve any performance goals. WITH RESPECT TO THIS SECTION, AMX MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AMX ALSO MAKES NO WARRANTY AS TO THE ADEQUACY OR CAPACITY OF THE DESIGNATED PROCESSOR OR AS TO THE PERFORMANCE OF THE LICENSED PRODUCTS ON THE DESIGNATED PROCESSOR TO THE EXTENT SUCH .PERFORMANCE IS RELATED TO THE ADEQUACY OR CAPACITY OF THE DESIGNATED PROCESSOR. 5. THIRD PARTY ACCESS. AMX agrees that Customer may allow its Customers, vendors, or other entities in a similar relationship to Customer to access the Licensed Products and use the same for the purpose of conducting inquiries and other limited activities so long as Customer can demonstrate the following: (a) None of the aforementioned entities, at any time, has access to AMX source code; (b) Their access is restricted to screen access and to those specific functions they are required to perform; (c) Under'no circumstances will they use the Software to operate their own businesses; (d) The provision of the AMX software or services is not the primary purpose, value, performance, or cost of the relationship between Customer and the entity; (e) The entity does not compete with AMX; (f) Such access is not a violation of the Export Controls section of this Agreement; (g) Each such user shall be licensed as a Licensed User under this Agreement. In consideration of the grant of license under this Agreement by AMX, Customer agrees to take all necessary steps to insure that the Licensed Products and the trade secret, proprietary and/or Confidential Information contained within the .Licensed Products are not disclosed to any person other than the entitles described above who have a need for access and use as provided herein. Customer further agrees to be responsible for all the acts and omissions of the third parties who are granted access under the Section as if they were Customer's own ads or omissions, and Customer agrees to indemnify AMX against any damages it incurs resulting from such access. 6. AUDIT. Upon request by AMX, Customer shall furnish to AMX any such Information requested by AMX to verify the compliance by Customer with the terms of this Agreement. Any such audit shall be conducted upon reasonable notice at Customer's place of business during regular business hours. 7. PROPRIETARY RIGHTS. (A) The Licensed Products provided under this Agreement have substantial monetary value and are proprietary to AMX. The Licensed Products may Include copyrighted works and trade secrets, and may include Licensed Products for which a patent has been applied for or issued. The Licensed Products may also include copyrighted and proprietary material of third parties for which AMX has been granted a right to use and distribute. AMX and any third party suppliers shall retain ownership of all rights, title, and Interest to its Licensed Products and all versions. All enhancements and modifications made by AMX which are provided under the warranty or Software Update provisions of this Agreement will remain proprietary to AMX and are considered a part of the Licensed Products under this Agreement. The Licensed Products bear a copyright legend which in no way reduces trade secret, proprietary, and/or confidential nature of the Licensed Products. Customer agrees that the software use granted to it under this license Is a permissive use, and that Customer shall not acquire any right, tide, or interest in and to the software as it currently exists or as may be modified by AMX from time to time. (B) Customer shall notify AMX immediately of any unauthorized possession, use, or knowledge of any Licensed Products of which Customer is aware. Customer shall promptly furnish AMX with full details of such situations and assist in preventing any recurrence and cooperate at AMX's expense In any litigation or other proceedings reasonably necessary to protect the rights of AMX. (C) THE LICENSED PRODUCTS CONTAIN SOFTWARE PROTECTION PROCEDURES. IF THERE IS ANY UNAUTHORIZED USE OF THE LICENSED PRODUCTS, SUCH SOFTWARE PROTECTION PROCEDURES WILL LIMIT ACCESS TO THE LICENSED PRODUCTS OR COMPLEMENTARY PRODUCTS. The function of the software protection procedures is documented in AMX's Published Product Specification. AMX represents that all software protection procedures are designed solely to limit unauthorized access to the Licensed Products. Further, If the software protection procedures have been enabled when there Is no unauthorized use by Customer, AMX will, on a highest priority basis, assist Customer in returning to normal operations at no charge to Customer. S. MUTUAL NONDISCLOSURE. Pursuant to this Agreement, each party may, from time to time, furnish the other party with certain Confidential Information. Recipient agrees to not disclose the Confidential Information to any third party without the prior written consent of the Discloser. The provisions of this paragraph shall not apply to any Confidential Information that: (A) Was in the public domain at the time it was disclosed by Discloser; (B) It entered the public domain through no fault of Redplent subsequent to the time originally disclosed by Discloser; (C) It was in Recipient's possession free of any obligation of confidence at the time it was disclosed by Discloser; (D) It was independently developed by Recipient; (E) Was disclosed in response to a validly Issued subpoena or other court or governmental agency order, provided that Discloser has been Informed of such order or request and has made a reasonable but unsuccessful effort to secure an appropriate protective order prior to the response. 9. WARRANTIES. Licensed Products: AMX warrants that for a period of six (6) months following the date of delivery of the Licensed Products to Customer's first designated site, the Licensed Products will perform substantially In accordance with the AMX International, Inc. Utiligy Software License Agreement Page 2 of 8 City of Huntington Beach Rev. 4 (04/06/01) • • functionality indicated in the AMX Published Product Specifications, provided that: (A) The Licensed Products have not been modified, changed, or altered by anyone other than AMX unless authorized by AMX in writing; (B) There has been no change in the computer equipment on which AMX installed the Licensed Products unless authorized by AMX in writing; (C) The computer equipment is in good operating order and is Installed in a suitable operating environment; (D) The error or defect was not caused by Customer or its agents, servants, employees, or contractors; (E) Customer promptly notified AMX of the error or defect after it was discovered; and (F) All fees due to AMX have been paid. Customer accepts sole responsibility for: (1) the use of the Licensed Products to achieve Customer's intended results, (ii) the results obtained from The Licensed Products, and (ill) any omissions, Inadequacies, or problems in the written specifications for the Licensed Products set forth in Exhibit B to this Agreement. 10. WARRANTY EXCLUSION. (A) THIS AGREEMENT IS A LICENSE AND IS NOT A SALE OF GOODS. (B) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THAT THE LICENSED PRODUCTS WILL PERFORM ERROR FREE IN ALL SITUATIONS. 11. EXCLUSIVE REMEDIES. For any breach of warranties contained in Section 9 of this Agreement, Customer's exclusive remedy shall be as follows: Customer shall have six (6) months following delivery of the Licensed Products to Customer's first designated site to verify that the Licensed Products substantially conform in functionality to the AMX Published Product Specifications. Customer shall provide written notice of any material nonconformance to AMX within this six (6) month period. Such notice shall be in sufficient detail to allow AMX to duplicate the nonconformance. AMX shall, at no additional charge, correct such nonconformance or provide a mutually acceptable plan for correction by sixty (60) days following the receipt of Customer's notice by AMX. Should AMX fail to provide such correction or mutually acceptable plan by such date, Customer's sole and exclusive remedy shall be to terminate this Agreement as a default incapable of cure by written notice in accordance with the termination provisions of this agreement. Customer shall be entitled to receive a refund of the License Fees paid. Such notice of termination must be received by AMX within ten (10) days following the date for correction or plan for correction. 12. INDEMNITIES. (A) AMX agrees to defend, indemnify, and hold harmless by counsel of Its own selection, or at its option to settle any claim, suit, or proceeding brought against Customer on the issue of Infringement of any United States copyright or patent by the Licensed Products as supplied by AMX to Customer, provided Customer notifies AMX promptly in writing of any such claim, suit, or proceeding and gives AMX full information and assistance in relation to it. AMX shall not be liable for any costs, expenses, and fees incurred by Customer without the written authorization of AMX. (B) AMX further agrees that if Customer is prevented from using the Licensed Product(s) due to an actual or claimed Infringement of any patent, copyright or other intellectual property right, then at AMX's option, AMX shall promptly either: (1) procure for Customer, at AMX's expense, the right to continue to use the Licensed Product(s): (ii) replace or modify the Licensed Product(s), at AMX's expense, so that the Licensed Product(s) become non - infringing; or (III) terminate this Agreement and return Customer's license fees for the infringing Licensed Product(s) in the event that neither (1) or (0) are reasonably feasible. (C) SUBSECTIONS (A) AND (B) OF THIS SECTION SHALL CONSTITUTE AMX'S ENTIRE WARRANTY BY AMX AND THE EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO COPYRIGHT OR PATENT INFRINGEMENT. 13. LIMITED LIABILITY. EXCEPT FOR FAILURE TO COMPLY WITH THE PROPRIETARY RIGHTS PROVISION CONTAINED IN THIS AGREEMENT: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR A MONETARY AMOUNT GREATER THAN THE AMOUNTS PAID PURSUANT TO THIS AGREEMENT. (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OR INJURIES TO EARNINGS, PROFITS, OR GOODWILL, OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PERSON OR ENTITIY WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (C) THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY OTHER REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. 14. ARBITRATION. All disputes involving this Agreement shall be settled exclusively by arbitration. The arbitration shall be held in the County of Orange, State of California. It shall be conducted under the auspices of and by the rules of the American Arbitration Association. Discovery shall be allowed at the discretion of the arbitrator. The decision of the arbitrator shall be final and binding upon the parties. The parties consent that any notice, motion, application or any paper concerning the arbitration may be served by certified mail, return receipt requested, or by personal service provided it allows reasonable time for appearance. The arbitration proceedings must be begun within one year after the claim arises. Failure to begin arbitration proceedings within that period shall constitute an absolute bar to the Institution of any proceedings on that claim and a waiver of that claim. 15. TERM AND TERMINATION. This Agreement shall be effective on the date of execution hereof and shall continue thereafter until terminated as follows: (A) If either` party materially breaches this Agreement, the other party may give written notice of Its desire to terminate and the specific grounds for termination and, If such default is capable of cure and the party in default fails to cure the default within thirty (30) days of the notice, the other party may terminate this Agreement. If such default is incapable of cure, the other party may terminate this Agreement immediately upon written notice of Its desire to terminate. Upon termination, the License to use the Licensed Products shall be immediately revoked and all Licensed Products and supporting materials will be returned to AMX or destroyed and an affidavit supplied to AMX certifying destruction. Confidentiality obligations shall survive this Agreement. (B) Customer may terminate this Agreement at any time, with or without cause, by providing AMX with a written notice not less than thirty (30) days prior to the date of termination. (C) In the event an Affiliate ceases to comply with the definition of Affiliate herein, AMX may, at Its option, terminate this Agreement between AMX and the former Affiliate according to the termination provisions hereof. AMX International, Inc. Utiligy Software License Agreement Page 3 of B City of Huntington Beach Rev. 4 (04/06/01) • (D) Immediately by AMX if Customer breaches paragraphs 3, 5, 7, 8 or 17 of this Agreement. (E) Upon termination all rights to use the Licensed Software shall immediately cease, and all Licensed Products and supporting materials will be returned to AMX or destroyed and an affidavit supplied to AMX certifying destruction. Confidentiality provisions shall survive this Agreement. 16. PAYMENT. (A) In consideration for the License granted herein, Customer will pay to AMX the License Fees and related charges set forth in Exhibit B attached to this Agreement, which Exhibit may be modified from time to time, as mutually agreed to In writing by AMX and Customer, Customer agrees to pay License Fees and applicable sales tax upon the executing of this Agreement and any Exhibits attached to this Agreement. (B) In addition to the charges due under this Agreement, and even if Customer shall provide a tax exemption number or affidavit of exemption, Customer shall be responsible for all taxes including sales, use, property, excise, value added and gross receipts levied on this Agreement or the Licensed Products, except taxes based on AMVs net Income. (C) All payments made under this Agreement are nonrefundable except as otherwise specifically provided otherwise in this Agreement. 17. EXPORT CONTROL. Customer shall not export, re-export, or otherwise transmit, directly or indirectly, any software, information, data, or other materials received under this Agreement except in full compliance with all United States and other applicable acts, laws, and regulations. Customer shall Indemnify, defend and hold harmless AMX from any loss, liability, cost or expense (including reasonable legal fees) related to any action arising from Customer's failure to comply with this section. 18. GENERAL. (A) The waiver of one breach under this Agreement shall not constitute the waiver of any other or subsequent breach. (B) All notices shall be in writing and sent by certified mail, postage prepaid, return receipt requested to the address written below or such other address as notified to the other party and such notice shall be deemed to be made on the fifth (51') day after such mailing. AMX International 200 South Woodruff Idaho Falls, ID 83401 Attn: Hal R. Harvey, VP Finance & Administration City of Huntington Beach 2000 Main Street, 5"' Floor Huntington Beach, CA 92648 Attn: Michael P. Dolder, Fire Chief (C) All disputes involving this Agreement, except actions arising under the patent and copyright provision of the U.S. Code or other applicable federal regulations, shall be determined under the law of the State of California. No action, regardless of form arising out of this Agreement may be brought by either party more than one (1) year after the claiming party knew or should have known of the cause of arbitration or action. (D) Except as provided in this subsection, this Agreement may not be assigned by either party and any attempted assignment which does not adhere to these provisions shall be void. However, either party may, upon written notice to the other party, assign this Agreement to any affiliate. AMX may assign this Agreement in the event of the sale of all or substantially all of its assets or equity. (E) If any provision of this Agreement is held to be invalid or unenforceable, such decision shall not affect the validity or enforceability of the Agreement or any of the remaining provisions. (F) The parties hereto are independent contractors and neither party nor its employees, directors, agents, or consultants shall hold itself out to be or allow itself to be considered as an agent or employee of the other party. This Agreement, including its Exhibits annexed hereto, is a complete and exclusive statement of the agreement between the parties, which supersedes all prior or concurrent proposals and understandings, whether oral or written, and all other communications between the parties relating to its subject matter. This Agreement shall not be effective until executed by Customer and accepted by an authorized representative of AMX. 19. HOLD HARMLESS: Unless as otherwise provided in this Agreement, AMX shall protect, defend, indemnify, save, and hold harmless Customer, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation, costs and fees of litigation of every nature) arising out of or In connection with AMX's performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by Its officers, agents, or employees except such loss or damage which is caused by the sole negligence or willful misconduct of Customer. Customer shall be reimbursed by AMX for all costs and attorney's fees Incurred by Customer in enforcing this obligation. 20. WORKERS' COMPENSATION INSURANCE: Pursuant to California Labor Code Section 1861,. AMX acknowledges awareness of Section 3700 et. seq. of said code, which requires every employer to be insured against liability for workers compensation; AMX covenants that it will comply with such provisions prior to commencing performance of the work hereunder; and shall indemnify, defend and hold harmless Customer from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorney's fees and costs presented, brought, or recovered against Customer, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by AMX under this Agreement. AMX shall maintain workers compensation insurance in an amount of not less than one hundred thousand dollars ($100,000.00), bodily injury by accident, each occurrence, one hundred thousand dollars ($100,000.00), bodily injury by disease, each employee, two hundred fifty thousand dollars ($250,000.00), bodily Injury by disease, policy limit. AMX shall require all subcontractors to provide such workers' compensation insurance for all subcontractor employees. AMX shall furnish to Customer a certificate of waiver of subrogation under the terms of the workers' compensation insurance and AMX shall similarly require all subcontractors to waive subrogation. 21. GENERAL LIABILITY INSURANCE: In addition to the workers' compensation insurance and AMX's covenant to Indemnify Customer, AMX shall obtain and furnish to Customer certificates evidencing a policy of general public liability insurance, including motor vehicle coverage covering the Agreement. The policy shall indemnify AMX, Its officers, agents and employees while acting within the scope of their duties, against any and all claims arising out of or in connection with the Agreement, and shall provide coverage in not less than the following amount: Combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of one million dollars per occurrence ($1,000,000.00). If coverage is provided under a form that includes a designated AMX International, Inc. Utlligy Software License Agreement Page 4 of 8 City of Huntington Beach Rev. 4 (04/06/O1) • 1] general aggregate limit, the aggregate limit must be no less than one million dollars ($1,000,000.00) for this Agreement. The policy shall name Customer, its agents, its officers, employees and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Agreement shall be deemed excess coverage and that AMX's insurance shall be primary. Under no circumstances shall the above mentioned insurance contain a self insured retention, or a "deductible" for any other similar form of limitation on the required coverage. 22. PROFESSIONAL LIABILITY INSURANCE: AMX shall furnish a professional liability Insurance policy covering the work performed by it hereunder. Said policy shall provide coverage for AMX's professional liability in an amount not less than one million dollars ($1,000,000.00) per occurrence and in the aggregate. A claims made policy shall be acceptable if the policy further provides that: (A) The policy retroactive date coincides with or precedes the Initiation of the scope of work (including subsequent policies purchased as renewals or replacements). (B) AMX will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all Additional Insureds. (C) If insurance is terminated for any reason, AMX agrees to purchase an extended reporting provision of at least two years to report claims arising from work performed in connection with this Agreement. (D) The reporting of circumstances or incidents that might give rise to future claims. 23. CERTIFICATES OF INSURANCE: Prior to commencing performance of the work hereunder, AMX shall furnish to Customer certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; the certificates shall: (A) Provide the name and policy number of each carrier and policy; (B) State that the policy is currently in force; and (C) Promise that such policies shall not be suspended, voided or cancelled by AMX, reduced in coverage or in limits except after thirty (30) days prior written notice; however, ten (10) days prior to written notice in the event of cancellation for non payment of premium. AMX shall maintain the foregoing Insurance coverages in force until the work under this Agreement is fully completed and accepted by Customer. The requirements for carrying the foregoing insurance coverages shall not derogate from the provisions for Indemnification of Customer by AMX under this Agreement. Customer or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance be available for Inspection. AMX shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 24. This Software License Agreement is executed simultaneously with an accompanying Software Maintenance Agreement of even date herewith. Signatures on next page AMX International, Inc. UtIligy Software License Agreement Page 5 of 8 City of Huntington Beach Rev. 4 (04/06/01) • r1 This page is intentionally blank excepting as to the effective date, and authorizing signatures below. Accepted by AMX and effective as of ��MM DATE: ZGO L �� �l �J IN WITNESS WHEREOF, the parries hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. AMX International, Inc. By: (print name) ITS: (dide one) Chalrman Presiders Ice President AND By: Hal Harvey (print name) ITS: (drde one) secretary hief Financial OfFl Asst. secretary —Treasurer REVIEWED AND APPROVED: 'City Administrator City of Huntington Beach, a municipal corporation of the State of California Ma ATTEST: City Clerk APPROVE p`p\ p (L `o�otQ� C,i LAttorney �C t INITIATED AND APPROVED: i Fire Chief/ nformation Systems Dir ctor AMX International, Inc. Udligy Software License Agreement Page 6 of 8 City of Huntington Beach Rev. 4 (04/06/O1) 0 EXHIBIT A - LICENSED PRODUCTS AND DESIGNATED PROCESSORS LICENSED PRODUCTS: Utiligy Billing Customer Self Service Customer Care Module DESIGNATED PROCESSOR(S): Model No. Serial No. AMX International, Inc. Utligy Software License Agreement Page 7 of 8 City of Huntington Beach Rev. 4 (04/06/01) EXHIBIT B — LICENSE FEES AND OTHER CHARGES ft.oduQAM ctiNumber* �. �Y Llcsnsed Software r- ,4 Cleanse Fees Utiligy Billing 450 000.00 Customer Self -Service No Charge Customer Care Module No Char e Integration to ].D.Edwards One World XE No Charge Total Software License Fees $450,000.00 Discount 45% 202 500.00 Net Software License Fees $247,500.00 Taxes N/A Total $ $247,500.00 A 75% deposit of the License Fees shall be due thirty (30) days from execution of the Agreement and receipt of invoice. The remaining balance shall be due thirty (30) days from receipt of final invoice. *All Amounts are in U.S. Dollars AMX International, Inc. Utiligy Software License Agreement Page 8 of 8 City of Huntington Beach Rev. 4 (04/06/01) ATTACHMENT 4 AAMX AMX INTERNATIONAL UTILIGY SOFTWARE MAINTENANCE AGREEMENT Customer City of Huntington Beach Address 200f) Main Strppt Huntington Beach, CA 92648 This Software Maintenance Agreement is made and entered into on thisl6tbay Of April 2001 between AMX International, Inc., an Idaho corporation with its principal place of business in Idaho Falls, Idaho (hereinafter AMX) and the above identified Customer. This Agreement is executed with and incorporated by reference into that certain Software License Agreement dated APC1116, 2001 between AMX and Customer. AMX agrees to provide to Customer, and Customer accepts, subject to the terms and conditions of this Agreement, the maintenance services indicated below: Start Date: Upon Delivery of Licensed Product by AMX and Payment of Maintenance Fees by Customer 1. MAINTENANCE SERVICES. In accordance with the terms of this Agreement, AMX will furnish the following maintenance service for only the Licensed Products under the Software License Agreement and its Exhibits licensed for use on a specific Designated Processor for which AMX has expressly agreed to offer a warranty under the Software License Agreement: (A) AMX will correct any material coding errors found by Customer in the Licensed Products which are reasonably capable of cor- rection and which affect the use of the Licensed Products, provided that: Customer notifies AMX promptly following the discovery of any such error; the Licensed Products have not been modified by any party other than AMX; and the error was not caused by Customer, any third party, or hardware or operating system failure or deficiency. (B) AMX may provide in its discretion Software Updates that do not constitute new versions of the Licensed Products. (C) AMX shall provide Customer with reasonable access by telephone to AMX's technical staff for consultation in the use and operation of the Licensed Products. (D) Maintenance services do not include on -site training, installation, consultation, and software modification and customization services. AMX will make these services available to Customer at its then -prevailing fees for such services. Unless cancelled by either party by written notice no less than thirty (30) days prior to the end of the Period of Coverage, the Period of Coverage for the maintenance services shall automatically extend from year to year at AMX's then -current prices. Customer is responsible for the installation of upgrades from one release or version to the next of the Licensed Products. 2. WARRANTY. AMX warrants that it will use its best efforts to perform the maintenance services in a timely and workmanlike manner, provided that: (A) The Licensed Products have not been modified, changed, or altered by anyone other than AMX; (B) The operating environment, including both hardware and systems software, meets AMX's recommended specifications; (C) The computer hardware is in good operational order and is installed in a suitable operating environment; (D) The need for service is not a result of actions or omissions by CUSTOMER or its agents, servants, employees, or contractors; (E) Customer promptly notifies AMX of its need for service; and (F) All fees due to AMX have been paid. 3. WARRANTY DISCLAIMER. (A) THIS AGREEMENT PROVIDES LICENSES AND SERVICES AND IS NOT A SALE OF GOODS. (B) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE SERVICES TO BE PROVIDED BY AMX. UNDER IT, OR ANY LICENSED PRODUCTS PROVIDED BY AMX UNDER IT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. EXCLUSIVE REMEDY. For any breach of warranty under Section 3 of this Agreement, Customer's sole and exclusive remedy and AMX's only obligation under this warranty is to redo the maintenance services until they are performed in a good and workmanlike manner. In the event that these maintenance services cannot be provided within a reasonable time after notification, Customer's sole and exclusive remedy is to terminate this Agreement upon written notice to AMX and to receive a refund of any fees paid for the period beginning on the date the problem requiring correction was reported to AMX. S. LIMITED LIABILITY. UNDER NO CIRCUMSTANCES SHALL AMX BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO CUSTOMER IN AN AMOUNT THAT COLLECTIVELY EXCEEDS THE ANNUAL MAINTENANCE FEE. AMX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER SUS- TAINED AS A RESULT OF ANY BREACH OF WARRANTY OR OF THIS AGREEMENT BY AMX, AMX'S NEGLIGENCE OR GROSS NEGLIGENCE, OR OTHERWISE OR FOR ANY CLAIM MADE AGAINST CUSTOMER BY ANY OTHER PARTY, EVEN IF AMX HAS BEEN ADVISED OF THE CLAIM OR POTENTIAL CLAIM. Customer shall not assert any claims against AMX based on theories of negligence, gross negligence, strict liability, fraud, or misrepresentation. 6. TERMINATION. Customer may terminate this Agreement at any time, with or without cause, by providing AMX with a written notice not less than thirty (30) days prior to the date of termination. If either party materially breaches this Agreement, the other party may give written notice of its desire to terminate and the specific grounds for termination. If such default is capable of cure and the party in default fails to cure the default within thirty (30) days of the notice, the other party may terminate this Agreement. If such default is incapable of cure, the other party may terminate this Agreement immediately upon written notice of its desire to terminate. Upon termination, all warranties hereunder shall be void and any maintenance services shall be provided only on a time and materials basis. Reinstatement of maintenance services after a lapse in coverage is subject to AMX's acceptance AMX International, Inc. Utiligy Software Maintenance Agreement Page 1 of 3 City of Huntington Beach Rev. 4 (04/06/01) • U and reinstatement fee. Confidentiality obligations shall survive this agreement. 7. PAYMENT. (A) Customer will pay AMX the fees set forth on Exhibit A to this Agreement. The fees shall be paid annually with the first payment due upon delivery of the Licensed Product. If Customer fails to remit the fees set forth on Exhibit A within thirty (30) days after the delivery of the Licensed Product, AMX will have no duty to provide the maintenance services specified under this Agreement. Fees for reinstatement of lapsed maintenance services shall be charged in accordance with AMX's policy for reinstatement fees in effect on the date of such reinstatement. All payments made under this Agreement are nonrefundable except as provided in Section 4, Exclusive Remedies. (B) In addition to the charges due under this Agreement, and even if Customer shall provide a tax exemption number or affidavit of exemption, Customer shall be responsible for all taxes including sales, use, property, excise, value added and gross receipts levied on this Agreement except taxes based on AMX's net income. (C) Customer agrees to pay for all uncontested amounts due under this Agreement within thirty (30) days after the date of delivery of the Licensed Products. Customer shall have thirty (30) days after the delivery date of the Licensed Products to contest in good faith the amounts and items charged. Past due uncontested amounts will bear interest of one and one-half percent (1 1/2%) per month from the due date or the highest rate permitted by law if less. Accepted b MX and effective as of DATE: (D) Training, software installation assistance, set-up, consulting, custom design, and computer programming services are provided. on a time and materials basis under separate agreement at AMX's then -current standard hourly rate and shall be in addition to any other charges provided for in this Agreement. S. PERIOD OF COVERAGE. The twelve (12) consecutive month time .period during which the Maintenance services shall be available under this Agreement. The initial Period of Coverage begins upon delivery of the Licensed Product and receipt of payment of said Maintenance Fees. Additional Period of Coverage shall begin after the initial Period of Coverage and upon receipt of payment of said Maintenance Fees. 9. ENTIRE AGREEMENT. This Agreement, including its Exhibits, represents the entire agreement between the parties related to the subject matter hereto, and supersedes all prior communications, negotiations or agreements regarding the same, whether written or oral. This Agreement shall not be effective until executed by Customer and accepted by an authorized representative of AMX. 10. This Software Maintenance Agreement is executed simultaneously with an accompanying Software License Agreement of even date herewith. Paragraphs 19, 20, 21, and 23 of the companion Software License Agreement are incorporated by reference into and are made a part of this Software Maintenance Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. AMX International, Inc. By: ay Price (print name) S: (drde one) Chairman Presiders Vice President AND i :0 Hal Harvey (print name) ITS: (drde one) Secretaryhief Financial Offic Asst. Secretary — Treasurer REVIEWED AND APPROVED: ity Administrator City of Huntington Beach, a municipal corporation of the State of California Ma __ ATTEST: il4, XG�i City Clerk APPROVJY AS TO RM: p �y� ,ot01 \k°fjtV Y Attorney y INITIATED AND APP VE Fire Chief n ormation Systems Director AMX International, Inc. Ubligy Software Maintenance Agreement Page 2 of 3 City of Huntington Beach Rev. 4 (04/06/01) • • SCHEDULE A — MAINTENANCE FEES AND OTHER COSTS Maintenance Descrlptloln Maintenance Fees Maintenance Fee — Year 1 0% of Software License Fees No Charge Maintenance Fees — Year 2+ 18% of Software License Fees 18% For Year 1 Maintenance Fees are no charge, thereafter, Maintenance Fees are due thirty (30) days from receipt of invoice. *All Amounts are In U.S. dollars AMX International, Inc. Utiligy Software Maintenance Agreement Page 3 of 3 City of Huntington Beach Rev. 4 (04/06/O1) • E ATTACHMENT 5 0 • PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND AMX INTERNATIONAL, INC. FOR IMPLEMENTATION OF AMX UTILIGY SOFTWARE AND JD EDWARDS SOFTWARE THIS Agreement is made and entered into this 16th day of April 2001, by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and AMX International, Inc., an Idaho corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to perform professional services related to the implementation of AMX Utiligy and JD Edwards software; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform said services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: SCOPE OF SERVICES Consultant shall perform the services set forth in the Statement of Work attached hereto as Exhibit "A", and incorporated by this reference as though fully set forth herein. 2. WARRANTIES OF CITY CITY warrants to CONSULTANT that all dollars estimated to be spent on the project during the current fiscal year have been allocated for the project. CITY further warrants that it will provide CONSULTANT with all necessary support to perform the tasks set forth in the Statement of Work, including adequate physical facilities, appropriate hardware, and CITY employee's or contractors assigned to the project. 01 /agree/AMX/4/ 11 /01 3. DESIGNATED CONTACTS CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. CONSULTANT hereby designates Michael P. Dolder, Fire Chief/Information Systems Director, who shall represent it.and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 4. TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence as soon as practicable after the execution of this Agreement and all tasks specified in the Statement of Work shall be completed no later than May 31, 2002. This date may be extended with the written permission of CITY. The time for performance of the tasks in the Statement of Work shall be set forth therein, provided, however, that the schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. All such modifications to the Statement of Work shall be annexed as an addendum thereto. 5. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT a fee of One Million One Hundred Twenty Eight Thousand Six Hundred Eighty Dollars ($1,128,680.00). 6. EXTRA WORK In the event CITY requires additional services not included in the Statement of Work, CONSULTANT and CITY shall agree in writing to the scope of any change, and the compensation to be paid to CONSULTANT for said changes prior to CONSULTANT being 0l/agree/AMX/4/11/01 2 • • required to perform any such additional services. Said writing shall be an addendum to the Statement of Work and incorporated therein. 7. METHOD OF PAYMENT A. CONSULTANT shall -be entitled to progress payments -toward the fixed fee set forth herein in accordance with the progress and payment schedules set forth in the Statement of Work. B. Delivery of work product: CONSULTANT shall submit a monthly invoice to CITY which shall serve as a checkpoint for both quantity and quality of work. Such invoice shall: 1) Reference this Agreement; 2) Describe the services performed; 3) Show the total amount of the payment due; 4) Include a certification by.a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and 5) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall promptly approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval within seven (7) calendar days of receipt of the invoice, and the 01/agree/AMX/4/11/01 3 schedule of performance set forth in the Statement of Work shall be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement is terminated as provided herein. D. Any billings- for extra work or additional services authorized by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the.extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute .between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 8. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT .agrees that all materials prepared hereunder, including all original drawings, designs, reports, both field and office notices, calculations, maps, memoranda, letters and other documents, shall be turned over to CITY upon termination of this Agreement or upon PROJECT completion, whichever shall occur first. In the event this Agreement is terminated, said materials may be used by CITY in the completion of the PROJECT or as it otherwise sees fit. Title to said materials shall pass to CITY upon payment of fees determined to be earned by CONSULTANT to the point of termination or completion of the PROJECT, whichever is applicable. CONSULTANT shall be entitled to retain copies of all data prepared hereunder. 0 1 /agree/AM X/4/1 1 /01 4 9. HOLD HARMLESS CONSULTANT shall protect, defend, indemnify, save and hold harmless CITY, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation, costs and fees.ofaitigation of every nature),arising out of or in connection with CONSULTANT's performance of this Agreement-or.its failure to comply with any of its obligations contained in this Agreement -by CONSULTANT,.its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. 10. WORKERS' COMPENSATION INSURANCE Pursuant to California Labor Code Section 1861, CONSULTANT acknowledges awareness of Section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers' compensation; CONSULTANT covenants that- it comply with such provisions prior to commencing performance of the work hereunder; and shall indemnify, defend and hold harmless CITY from and against all claims, demands, payments, suit, actions, proceedings, and judgments of every nature and description, including attorney's fees and costs presented, brought or recovered against the CITY, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by CONSULTANT c under this Agreement. CONSULTANT shall maintain workers' compensation insurance in an amount of not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit. 01/agree/AMX/4/11/01 5 CJ LJ CONSULTANT shall require all subcontractors to provide such workers' compensation insurance for all of the subcontractors' employees. CONSULTANT shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation insurance and CONSULTANT shall similarly require all- subcontractors to waive subrogation. 11. GENERAL LIABILITY INSURANCE In addition to the workers' compensation insurance and CONSULTANT's covenant to -indemnify CITY, CONSULTANT shall obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle coverage covering the PROJECT. The policy shall indemnify CONSULTANT, its officers, agents and employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with the PROJECT, and shall provide coverage in not less than the following amount: combined single limit bodilyinjury and property damage, including products/completed operations liability and blanket contractual liability, of $1,000,000 per occurrence. If coverage is provided under a form that includes a designated general aggregate limit, the aggregate limit must be no less than $1,000,000 for this PROJECT. Under no circumstances shall the above -mentioned insurance contain a self - insured retention, or a "deductible" or any other similar form of limitation on the required coverage. 12. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall furnish a professional liability insurance policy covering the work performed by it hereunder. Said policy shall provide coverage for CONSULTANT's professional liability in an amount not less than $1,000,000 per occurrence and in the aggregate. A claims -made policy shall be acceptable if the policy further provides that: 0 1 /agree/AM X/4/1 1 /01 6 • • A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements).; and B. CONSULTANT shall notify CITY of the reporting of circumstances or incidents -to CONSULTANT'S insurer that might give rise to future claims. CONSULTANT will makeevery effort to maintain. similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. 13. CERTIFICATES OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; the certificates shall: A. provide the name and policy number of each carrier and policy; B. shall state that the policy is currently in force; and C. shall promise that such policies shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. 01 /agree/AM X/4/11 /01 7 CONSULTANT shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of CITY by CONSULTANT under. the Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 14. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of the CITY. CONSULTANT shall secure at its expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its -officers, agents and employees and all business licenses, if any, in connection with the services to be performed hereunder. 15. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of the CITY, become its property and shall be delivered to it by CONSULTANT. CONTRACTOR shall be compensated for all services performed up to the date of termination. 0 1 /agree/AM X/4/1 1 /01 .8 CONSULTANT may terminate this agreement at its option if CITY fails to pay any invoice within thirty days or fails to provide any resources to CONTRACTOR required by CONTRACTOR for the successful performance of the tasks set forth in the Statement of Work. . 16. ASSIGNMENT AND SUBCONTRACTING This Agreement is a personal service contract and the supervisory work hereunder shall not be delegated by CONSULTANT to any other person or entity without the express written consent of CITY, which consent shall not unreasonably be withheld. 17. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 18. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official.nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 19. NOTICES Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY's Fire Chief/Information Systems Director as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, addressed as follows: 01 /agree/AM X/4/11 /01 9 • • TO CITY: Michael P. Dolder Fire Chief/Information Systems Director City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 20. MODIFICATION TO CONSULTANT: Hal Harvey Chief Financial Officer AMX International 200 South Woodruff Avenue Idaho Falls, ID 83401 No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 21. SECTION HEADINGS. The titles, captions, section, paragraph, subject headings and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 01/agree/AMX/4/11/01 10 23. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each of the parties hereto shall retain an originally signed copy hereof. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT. and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 26. ATTORNEY'S FEES In the event suit is brought by either party to enforce the terms and provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees. REST OF PAGE NOT USED 01/agree/AMX/4/11/01 11 27. ENTIRETY The Agreement contains the entire agreement between the parties respecting the subject matter of this.Agreement and supercedes all prior understanding and agreements whether oral or in writing. The foregoing sets forth the entire Agreement between the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. AMX INTERNATIONAL, INC. CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: " J y 7 Price ` M '4� ITS: circle one) Chairmresidenan ice President Ma r, AND ATTEST: By: _ Hal Hdrvey X City Clerk ------------ ITS: (circle (circle one) Secretary Chief Financial Office Asst. Secretary — Treasurer REVIEWED AND APPROVED: Q Cit Administrator APPROVED AS TO FORM: 0 JL�,�ok Cit�Attorney ,ul _o1 INITIATED AND APPROVED: Fire Chief/Information Systems Director 01 /agree/AM X/4/ 10/01 12 • PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND AMX INTERNATIONAL, INC. FOR IMPLEMENTATION OF UTILIGY AND JD EDWARDS SOFTWARE Table of Contents 1 Scope of Services.....................................................................................................1 2 Warranties of City....................................................................................................I 3 Designated Contacts.................................................................................................2 4 Time of Performance.................:.............................................................................2 5 Compensation...........................................................................................................2 6 Extra Work...............................................................................................................2 7 Method of Payment..................................................................................................2 8 Disposition of Plans, Estimates and Other Documents...........................................4 9 Hold Harmless.........................................................................................................4 10 Workers' Compensation Insurance..........................................................................5 11 General Liability Insurance...................................................................................::.5 12 Professional Liability Insurance..............................................................................6 13 Certificates of Insurance..........................................................................................7 14 Independent Contractor............................................................................................8 15 Termination of Agreement.......................................................................................8 16 Assignment and Subcontracting ......... :.................................................................... 8 17 Copyrights/Patents....................................................................................................9 18 City Employees and Officials..................................................................................9 19 Notices.........................................................................................................:...........9 20 Modification...................................................................................:..........................9 21 Section Headings.....................................................................................................10 22 Interpretation of Agreement....................................................................................:10 23 Duplicate Original....................................................................................................I I 24 Immigration.............................................................................................................. I I 25 Legal Services Subcontracting.................................................................6...............I I 26 Attorney's Fees.:.......................................................................................................11 27 Entirety..................................................6.....................................................12 01 agree/amx/4/10/01 • EXHIBIT A • • EXHIBIT A: STATEMENT OF WORK PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND AMX INTERNATIONAL, INC. PROJECT SCOPE The specific modules to be implemented are listed below: These modules have been identified to meet the primary operating requirements of the City of Huntington Beach. The implementation is focused upon providing the greatest amount of functionality with the least amount of cost. ➢ Utiligy CIS ➢ JDE Address Book ➢ JDE Work Orders ➢ JDE Fixed Assets ➢ JDE Inventory ➢ JDE Accounts Receivable Utiligy and JDEdward's OneWorld software is built with a high degree of flexibility, which allows you to continually adapt the software to your changing business and regulatory requirements. Because of this flexibility, future implementation support can be directed at the departmental level or at specific job functions. Project management costs can vary greatly depending on the desired level of support. A minimum level is required for initial -planning sessions; resource planning and initial work plan development. The City of Huntington Beach would be responsible for overall project management, issues tracking, tracking actual to budget, updating detail work plans, resource coordination, etc. Implementation Approach AMX International follows the same OnTrack implementation approach as used by J.D. Edwards, which is discussed during the Project Planning Meeting. This methodology offers a wide range of flexibility at each step in the process. Note that the Beta testing phase of this project will be very iterative in approach since applications will be rolled out as available throughout this phase. Upon completion of the Beta testing phase, AMX will assist the City of Huntington Beach in transferring system setup parameters to the production environment. At this point, we will utilize the full OnTrack implementation methodology in a sequential manner. AMX remains focused throughout the project upon effective knowledge transfer and an efficient implementation to bring your system into production in the desired time frame. The following diagram summarizes the primary implementation steps and the key deliverables associated with each activity. AMX INTERNATIONAL, INC. STATEMENT OF WORK UTILIGY IMPLEMENTATION & RELATED SERVICES PAGE 1 OF 6 OnTrack Implementation Approach Define Train Model Configure Go -Live Refine Project Team Roles and Responsibilities The City of Huntington Beach's responsibility is to assume overall ownership of the project to ensure integration of the Utiligy application software with existing business processes. The City of Huntington Beach will also provide knowledgeable personnel, experienced in the city's processes and requirements and will make decisions and perform the activities required for the City of Huntington Beach to implement the Utiligy application software. AMX will be responsible for providing the Utiligy application software, software support, education, guidance, and general consulting. The following roles are to be performed by City of Huntington Beach personnel: Project Manager: A City of Huntington Beach Project Manager will be assigned and will have the support and authority of the City Council. The Project Manager will be responsible for the day4o-day management of the project. The Project Manager will: AMX INTERNATIONAL, INC. STATEMENT OF WORK UTILIGY IMPLEMENTATION & RELATED SERVICES PAGE 2 OF 6 - Develop and monitor project plans and schedules - Manage the project budget - Create the project organization and coordinate resources - Manage project issues and changes - Report progress to the Executive Sponsor - Interface with AMX and others on all project communications - Ensure the availability, cooperation and performance of the City of Huntington Beach personnel assigned to the project . - Provide all information, decisions and approvals requested in a timely manner Core Business Area Team Leaders: The City of Huntington Beach will assemble a Core Project Team composed of at least one business area representatives per functional area. The Core Team Leaders will have in depth knowledge of the city's existing business processes, procedures, systems, personnel and reporting. In addition, they will have a solid understanding of the City of Huntington Beach's future directions and related requirements. Working with subject matter experts from AMX, they will identify existing processes and procedures, evaluate the fit of the Utiligy application software to the City of Huntington Beach's detailed requirements, identify any gaps or inconsistencies and recommend solutions to address these. They will also participate in testing. Core Team members may identify other specific skills and resources required to compliment and support their activities. The Core Team Leaders are expected to participate in the project at least 50% of their time. In addition junior team members will occasionally be required to compliment the Core Team Leaders when required. The following are the expected responsibilities of the Core Team Leaders: - Attend application training - Work with implementation consultants to begin system set-up - Conduct Analysis and Process Improvement Workshops - Conduct Conference Room Pilot - Develop CRP plan and scripts - Act as focal point for issues affecting their application area - Interface to other Application Team Leaders - Develop and maintain procedures - Develop end user training materials - Train end users - Trouble shoot issues in their application area - Develop test plans and scripts AMX INTERNATIONAL, INC. STATEMENT OF WORK UTILIGY IMPLEMENTATION & RELATED SERVICES PAGE 3 OF 6 Technical Support: City of Huntington Beach's Technical personnel will be assigned to establish, operate and support both the test and the production environments for the Utiligy system. Their responsibilities will include: - Knowledge of the current hardware, operating system, and data base - Responsible for managing interfaces and conversions for the applications - Provide technical solutions to hardware issues - Configuring the test and production environments - Participate in the initial installation of Utiligy and cumulative update - Establishing and maintaining the job schedule and printer queues - Establishing and maintaining security tables and assignments - Creating and populating data bases - Providing test data for testing and training - Write complex reports for the users - Managing test and production environments, including networks, servers, workstations and their connectivity - Accepting the new system into production - Maintain the system after go -live, including installation of cumulative updates AMY Responsibilities AMX's responsibility is to provide knowledgeable consulting personnel, experienced in JDEdwards implementations. They will provide leadership, advice and support in application tailoring, data management, conversion, and testing in support of City of Huntington Beach's implementation of the Utiligy software. The following roles are to be performed by AMX personnel: Project Management Consultant: AMX will assign a Project Manager who will provide subject matter expertise, consultation and facilitation skills in support of the City of Huntington Beach's Project Manager. The consultant will assist the City of Huntington Beach's Project Manager with: - Provide implementation methodology expertise - Provide an interface to AMX for additional skills and resources - Provide status reporting - Identification and management of project risks Subject Matter Consultants: AMX will assign Subject Matter Consultants who will provide subject matter expertise, guidance and facilitation skills in support of Utiligy application software. The consultants will assist City of Huntington Beach's Core Team members with: - Identification of existing business processes - Clarifying application capabilities and tailoring guidance AMX INTERNATIONAL, INC. STATEMENT OF WORK UTILIGY IMPLEMENTATION & RELATED SERVICES PAGE 4 OF 6 - Assessment of gaps or inconsistencies between current processes and application defined processes - Developing strategies and approaches to resolve gaps or inconsistencies - Defining data conversion approaches and assist in the conversion of Huntington Beach data - Planning .testing and reviewing test output - Facilitate -planning meetings and workshops AMX will assist the City of. Huntington Beach in..building,lthe software "model". This model will be built and implemented centrally at the City of Huntington Beach's head office. The City of Huntington --Beach's Project Team Leaders will roll this model out to other sites and field operations through future phases of the implementation. Consulting Support Estimate: (on next page) AMX INTERNATIONAL, INC. STATEMENT OF WORK LITILIGY IMPLEMENTATION & RELATED SERVICES PAGE 5OF6 Consulting Support Estimate: PROJECT TASK Utiligy-Base Package A Hcations: ESTIMATED AMX HOURSDAYS STUDENT 0 ESTIMATED FEES Utiligy Application Consulting 3,840 $556,800 Post Go Live Support 720 $104,400 Web -Customer Self Service implementation 160 $23,200 Training N/A 65 $45,000 Sub Total: $729,400 Additional Huntington Beach Unique Requirements: JDE Consulting 280 $40,600 Conversion Assistance 280 $40,600 Business Process Identification and Improvement 200 $29,000 EBill/Epay Implementation 240 $34,800 Custom Reports 320 $46,400 Custom Integrations 520 $75,400 Supplemental Project Management 224 $32,480 Travel & Lodging $100,000 Project Sub Total $1,128,680 Custom Contingencies $200,000 Notes: 1. JDE application consulting includes Utiligy dependent JDE setup: JDE Work Orders, Fixed Assets, Customer Master, Inventory and Accounts Receivable. 2. Conversion assistance estimate assumes the following files: Customer Master, Fixed Assets (meters), Inventory (meters), A/R history, meter reading history and deposits. 3. Custom Integration estimate assumes integration to Utiligy from the following Huntington Beach third party systems Meter Reading (from Input file), Cashiering (from input file), Fire Mad (from input file)„ Refuse(from Input file), and Document Management (to create output print file for invoice formatting if required) 4. Client will perform overall project management. 5. No quotations or cost estimates are being provided for custom programming. Any custom programming required to complete this implementation would be quoted separately. 6. This is a good faith estimate based upon the best information available to AMX at this time. Changes to the project definition or scope will affect the estimate. 7. Travel expenses are in addition to the costs estimates included in this summary. AMX will make every effort to minimize travel costs, including using discount airfares where available, choosing hotels with discounted room rates (including those where the client has a preferred rate), and grouping rental car usage where possible. 8. Consulting cost estimates assume a quoted average rate of $145 / hour for an eight hour day. 9. Estimate is based on a consistent level of assistance by Huntington Beach. AMX INTERNATIONAL, INC. STATEMENT OF WORK UTILIGY IMPLEMENTATION & RELATED SERVICES PAGE 6 OF 6 ATTACHMENT 6 C.4/05/01..14:46 FAX 208 52 05-04-01 12:06 From -Fred 3 3683__. . AM% INTERNATIONAL oflaco. Z093210101 • [a 002 T-793 P•002/002 F-546 Y �"R--Sr i ...NUNN FRM A. WNIMITDll i CO. ID 71. 3 DATIp■VDDfYTI 4/06/Ol TM ERTWWATE IS fSS W AS A MATTER OF INFORMATION ONLY AND CONFERS NO MffS UPON THE CENTW=TE HOLDER. THIS fEgTIFICATE DOES NOT AMEND, OCTEND OR P. 0. Boot 1910" ALTER THE CO OE AFFOROM BY THE POLICES BELOW. COMPANIESAFFORDNGCOVERAGE Bolse, IA 83712 COMPAiNY 1201 321-M A ST. PAOL (...e u= C0IPANY INauniD COMPAW ANX Io'ternatlonel Inc. 13 Fnaw 110105 1101EY BORR COBP PC Box Sam WWAMY Idaho Pal]s. 10 63405 0 CIOIAPANY Dp .M .i• �i;i S:8? V THIS ISTOCERTFYTHATTHEPOI.ICIESOPMURANCEUSTEDBELOWHAYEBEENISSUEDTOTHEINSWADNAMEDAIIdVEFORTHEPOUOYPMOD 04ACA7ID,NOTWITHSTANDNOA NYREQLMIENSNT,TPAMORCONornONOFANYCONMCTCROTNOD000MENTWITHRESPECTTOWNCHTI-15 CERTIFICATE MAYRIEISsuEDORMAYPERTAIN, THE NSURANCEAFFORDED BYTHEP'OLICIM DESCRIBED HEREINISSUHJE.CTTOALLTH6TERMS, EXCLUSIONS AND CONDITIONS OF EM POLICIES. LDATS SHOWN MAY HAVE MEN FIEDUCM BY PAD CLASM, ap L� TYPE OPNa{IaAflC6 PDLICTBUJA PO jM0wECENE DATE(Na1IDWM VOLOVEVIRA DATE�IDIUYYI 1 A avICNALWMIlM TW8y001191 7/17100 1117101 eENStAL A90R60ATE S p00,00p PRODUC%COMP/OP AQQ S a.D00.000 X COMWRCIALeENM ALUA0IUTY <ICLAIMS MADE a] OC= PERIL a AW DRAIRY s 1.OW,00p EACH i 1 000.000 OWN ITS a CONTRACTORS PRarr Fad: DAUAW (Arty are fire) $ W0,000 M® MP (Any one person) S 7O 000 A AUMMODLELWULM TB087D01®1 7/17/00 7117101 CZMIN@b MIN" UL41T S ANY AUTO 1.000.0D0 BODILY D&AAW War ow=n) S ALL OWNED AUTOS SCHEDULED AUTOS X BODILY- INJURY (Per aeeleanq S FOR® AUTOS NON43WNW AUTOS :; .1 5; .I t' V Iiw • X paoPFlrrr oAfrAca: 1 _ .... ..... ...... _.. _ OARAGEL1AaLRY ANY AMD AUTO Old_Y - EA ACCIDENT S aMNI TWIN AUTO ONLY: L` .} ;:''.'I:' Aittcrney EACH ACCJDENr AddrMeATE 8 A NXCUSLl4 ILMY TE0B700161 7117/00 7117101 EACH OCCirRRENCEi = 000 000 X AGCiREGIAIG i 2,000 000 LOMAELLA FORM ! OTHER THAN UADRELLA FORM B WORKSRB IMATIDM AIM JY12972111 1101160 7/01/0T C A EL EACH ACCIDENT S 1 = Opp EXPLOYEIW LAwl iTf EL DI ICY LIMIT 6 1.000,000 THE PROPRIMORr wa- PARTHERSADEC1lrIVE OFFICERS ARE: D(C L EL I11SEAWE EA E�YEE S 1 000 000 OTH01 A Commercial PYaparty TE06401D26 7117100 7117101 Sees.= A Professional LJoh. E 6 0 7E111MI Z8 7/1T/00 7/17/01 211.11111111.00111 Each Rrrorltotal limit pESpllprgN orursaATl w"cA710wwwN C _�PHdALief Cliy of Buntineon Beach, 114 DIflomre. Offlaleie, Buploy«r+t. Voluarteara. end Aoentc are Included me additional Insured, MANuEcaa'r: $HOMO AW OF THE MOVE DFMOM Pew = CANC81M n ff TW City of Runtlnptan beach OW ATror DATE IRMCIP, THE MWMG COMWOT tIIIIUL Attentlane Carolyn Struck SD 0AT6VMM 111107MTOTMZ0MD9G 7NN0LMMNAM®TOTWLEFT. 2000 Main street Hunt l ostacl Beach. CA. =648 ' Aun[on AT1VE MIX ol AUEST FOR COUNCIL ACTIIIN RW �'3-63 MEETING DATE: April 16, 2001 DEPARTMENT ID NUMBER: FD 01-007 Analysis: (continued) Utiligy implementation would proceed over the subsequent three (3) months with a target implementation date of October 1, 2001, as authorized in the Software License Agreement (Attachment 3). This unique opportunity provides the City with a 45% reduction in software costs and approximately a 50% reduction in implementation costs. The net savings to the City's Water Fund is approximately 1.2 million dollars. In addition, as specified in the Software Maintenance Agreement (Attachment 4), there would be no first -year maintenance costs. The acceleration of the funding request allows for the 1.2 million dollar savings. Additionally, as part of the Beta implementation, the City can provide direct input on the final design before implementation of the proposed Utiligy system, allowing for the seamless integration of the City's unique water, refuse, FireMed, and possible sewer billing needs and the J.D. Edwards OneWorld Business System Software. The AMX International, Inc. Utiligy Software provides the necessary utility software platform and functionality to meet the City's current and future utility billing needs and water operations management needs. The following base software modules are included in the proposed software purchase: • Utiligy CIS, which replaces all of the current utility billing software • New Customer Self -Service Module containing: o E-Bill/E-Pay o Online Work Order o Request/Cancel Service • Customer Care Module • Integration of the J.D. Edwards OneWorld Business System Software No other J.D. Edwards compatible utility software is available. This accelerated utility implementation, as outlined in the Professional Services Contract (Attachment 5), not only provides one-time savings, the City also has the opportunity to incorporate possible sewer fees in the new software without having to modify existing legacy software followed by a second utility billing software modification. The Utiligy customer information and utility billing software implementation includes the software purchase as well as internal and external implementation staffing and the necessary support hardware and software including bill printing hardware and software replacement. Water Division and Treasurer Department staff have previewed the Utiligy software product and are excited about the pending software upgrade. Most importantly, the City's water customers will be better served by the software in access, bill paying, and customer service care. The Water Fund appropriation will provide sufficient funding for future contracts for various hardware and support software necessary to complete the Utiligy implementation. Final costs of both the J.D. Edwards project and the Utiligy project will be apportioned over all funds, including Water, Refuse, FireMed, General Fund, and any future Sewer Fund. FD01 007 AMX International UTILIGY2.doc -3- 4/10/01 3:28 PM RCA ROUTINGSHEET INITIATING DEPARTMENT: I Public Works/Fire/Treasurer SUBJECT: Approve the Appropriation and AMX International, Inc. UTIL16Y Customer Information and Billing Software License and Maintenance Agreements for the J.D. Edwards Enterprise Resource Plannina Svstem I COUNCIL MEETING DATE: I April 16, 2001 1 RCA ATTACHMf NTS .... .. STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached Financial Impact Statement Unbud et, over $5,000 Attached Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR RETURN OF'ITEW.. RCA Author: Beardsley/Dolder/Freidenrich RCA Author: Beardsley/Dolder/Freidenrich