Loading...
HomeMy WebLinkAboutVERTEX, INC. - 1999-10-18 (3) CITY OF HUNTINGTON BEACH N � INTER-DEPARTMENT COMMUNICATION =; - M rTl r i_ Oti-t To: Jeffrey Hughes, City Clerk's Office o cook•_ _0 >�^c Via: Michael P. Dolder, Fire Chief/Information Systems Director w x c-� From: Carolyn Strook, Administrative Assistant to the Fire Chief ' a Date: December 28 2001 SUBJECT: AMENDMENT TO EXISTING CONTRACT—VERTEX, INC. (ONE OF FIVE AGREEMENTS APPROVED BY COUNCIL ON OCTOBER 18, 1999, ITEM F-1, FOR THE J.D. EDWARDS BUSINESS ENTERPRISE SYSTEM) Attached is the original September 21, 2001 notification to the City of Huntington Beach (Michael P. Dolder, Fire Chief/Information Systems Director) amending the software license agreement with Vertex, Inc., which was approved by the City Council on October 18, 1999, Item F-1. Also attached are the "front sheets" of the original RCA, excerpts of the Council Action Agenda, and the Software License Agreement for your reference. Please insert this amendment letter in the front of the Vertex, Inc. Software License Agreement. Sorry for the delay in transmitting this information to you. If you have any questions, please call me at ext. 5402. MPD/cgs s:fmtldolderlmemo city clerk vertex amended software lic agrml Attachments • Ag11r�a.S➢'t re- 1 11here businesses turn for tax relief. P_ �• September 21,2001 C1—7, o d n Michael Dolder City of Huntington Beach N cry 2000 Main Street Huntington Beach,CA 92648 D Dear Michael Dolder: N w In order to keep current with software licensing practices, V.erteYyis�eonverting all of its software licenses to perpetual licenses. This means that when your organization ceases being a subscriber to the Vertex database, you may retain Vertex's software and will no longer be required to return or destroy the software. There is no additional charge for such perpetual license. The following changes are hereby made part of all software license agreements between Vertex and the above organization: 1) All software program licenses granted by Vertex to the above organization are hereby made perpetual. 2) Upon termination of the above organization's subscription to the Vertex database, the above organization shall not be required to return the licensed software to Vertex or be required to destroy the licensed software. If you are in agreement with the above,you do not need to do anything. If we do not hear from you by October 12, 2001, we will update our records to indicate that the software program licenses previously granted to your organization are now perpetual. Thank you for your business. We look forward to continuing to serve you. Sincerely, Ea &" Ed Crenny Director, Contract Administration First Class Mail IPCtel Inc. 1041 0Id Ga,sait Road Bey L-^-tn. PA 19.?12 (610)64d-4-2d0 tiuz;.verte inc.com A, CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION HUNTINGTON BEACH TO: Mike Dolder, Fire Chief FROM: Connie Brockway, City Clerk DATE: October 21, 1999 SUBJECT: Enterprise Resource Planning Business Systems Software, Hardware, and Consulting Services Transmitted to you for distribution are the following documents: J.D. Edwards Contract Deloitte & Touche Contract Avnet Computer Agreement Vertex Inc. Agreement (Insurance needed) Infosys Business Solutions Contract These contracts and agreements were approved at the October 18, 1999 City Council meeting. They have been executed by the Mayor and City Clerk as directed by Council. Insurance copies for J.D. Edwards and Deloitte and Touche, LLP have been forwarded to the Risk Management Department. Please provide the City Clerk's Office with any additional insurance upon receipt. Cc: Colleen Keith, Senior Department Analyst, Fire Dept. Shari Freidenrich, City Treasurer John Reekstin, Administrative Services Director cbmemos/99-25cc PO.Lb ex_-Fig e-) • /� 41:-6rpv- As d F ei.Om e/co-yYta�u✓ih Council/Agency Meeting Held: Deferred/Continued to: M14pro ed ❑ Conditionally Approved Cl Denied City Clerk's Sign ure Council Meeting Date: October 18, 1999 Department ID Number: FD 99-010 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator PREPARED BY: MICHAEL P. DOLDER, Fire Chief JOHN REEKSTIN, Administrative Services Difoctorte SHARI L. FREIDENRICH, City Treasur SUBJECT: FUNDING AND ACQUISTION OF ENTERPRISE RESOURCE PLANNING BUSINESS SYSTEMS SOFTWARE, HARDWARE, AND CONSULTING SERVICES Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: Should the City replace its current Business System hardware and software by acquiring integrated Enterprise Resource Planning software developed by J.D. Edwards World Solutions and implemented by Deloitte and Touche, LLP? Funding Source: The City Council has previously appropriated $2,250,000 in General Fund revenue, $1,517,162 in carry-forward capital projects revenue, and $1,000,000 from the Water Fund toward the Enterprise Resource Planning (ERP) software and Optical Imaging projects. However, since this appropriation, additional ERP project details and costs for the 3-Phase project have been identified through extensive scoping and requirements meetings with J.D. Edwards, Deloitte & Touche, and Avnet Computer identifying the total project cost to be $7,015,531. As a result, Phase I will require an additional appropriation of $870,238. Proposed additional funding sources for Phase I include: $511,623 in Equipment Replacement fund bankruptcy recovery revenue, $272,277 in unexpended FY 1998/99 Equipment Replacement Revenue, and $86,338 in Capital Projects fund bankruptcy recovery revenue. A Fiscal Impact Statement for this appropriation is included in Attachment 1. A subsequent supplemental Phase II appropriation request of $1,378,131 will be included in the FY-2000/2001 unfunded projects list. Phase III costs for a FY 2001/2002 Utility Billing software implementation is sufficiently funded in the Water Fund budget and no additional appropriation is required. REQUEST FOR COUNCIL ACTIA MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 Recommended Actions: 1. MOTION TO: Appropriate $870,238 to the ERP Business System software implementation from the following funds: $511,623 in Equipment Replacement fund bankruptcy recovery revenue, $272,277 in unexpended FY 1998/99 Equipment Replacement fund revenue, and $86,338 in Capital Projects fund bankruptcy recovery revenue. 2. MOTION TO APPROVE AND AUTHORIZE THE MAYOR AND CITY CLERK TO EXECUTE: A.) A contract with J.D. Edwards World Solutions for Software Services and Maintenance totaling $1,236,976 including City's limited indemnity obligation to J.D. Edwards per Article V, Section 6(1))(ii). B.) A contract with Deloitte & Touche, LLP for J.D. Edwards Enterprise Software Application and Implementation totaling '$1,934,834.18 including a revision capping consultant's liability to the City under the Hold Harmless provision of the contract at $6,000,000. C.) An agreement with Avnet Computers to provide Conference Room Pilot Implementation and Configurable Network Computing consulting totaling $415,288.11, including changing the standard Hold Harmless language limiting scope to professional services and capping the exposure to the aggregate value of the contract totaling $415,288.11. D.) An agreement with Vertex Inc. for payroll tax software and maintenance totaling $12,765. E.) A contract with Infosys Business Solutions for supplying contract personnel to provide automation services for maintaining and converting existing business system software, and automation services for Building & Safety operating systems for time and materials not to exceed $240,000. 14,orewe-,/ - 0 �/ e17 3. MOTION TO: Amend the FY 1999/2000 budget by adding one Department Analyst Senior position to the Fire Department and one Administrative Secretary position to the Administrative Services Department fund d within the ERP project budget. / l"e/,?� -D 6ru//ems--A:55=1 4. '1 OTION TO: Authorize the Fire Chief and Administrative Services Director to enter into, on behalf of the City, all supplemental agreements or documents with J.D. Edwards; Deloitte & Touche, LLP; Avnet Computers; Vertex Inc.; and Infosys Business Solutions, LLC, necessary to implement the services and/or arrangements with these companies and enter into any amendments to the agreements with these companies, which do not xceed $50,000 and fall within the total project budget. Alternative Action(s): 1. Take no action and continue using existing software and mainframe computer hardware. This alternative does not require an immediate expenditure. However, since the manufacturer no longer supports the mainframe computer hardware, system failure ERP Business System Purchase B -2- 10112/99 5:08 PM REQUEST FOR COUNCIL ACTIaiV MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 becomes critical with time. A mainframe failure will cripple the City's ability to collect revenues and make payments. 2. Take action on a portion of the contracts/agreements, funding appropriation, and/or position requests. The appropriation request, contracts/agreements, and position requests although separate, are companion documents that provide the necessary resources to complete a successful ERP business system implementation. Partial approval of the motions will have a negative effect on the City's overall ability to replace current business systems. Analysis: The City's current customized business system software was developed by City staff approximately 25 years ago and, with continued updates, has served the City's needs very well. However, the City's current and future operating needs require the replacement of the business system software and the unsupported mainframe computer it currently runs on. Replacing the current software is critical in order to: 1) be competitive, 2) eliminate independent computerized databases, which require duplication of effort, 3) implement process improvement opportunities permitted by single point of data entry, electronic workflow and Web-based technologies, and 4) meet City auditor requirements for improved record retrieval and asset management. The software change is also motivated by the availability of new generation "clientiserver" based technology which replaces mainframe hardware, improves effectiveness, and lowers the cost of information technology investments. The enterprise business system replacement project was evaluated in the following areas: 1. Software 2. Consulting 3. Training 4. Hardware 5. Staffing 6. Timing/Cost Software---A ten-member core team, consisting of the Administrative Services Director, City Treasurer, Fire Chief, Finance Director, Chief Accountant, Personnel Director, and four Information Systems staff members as well as over thirty City staff users, has collectively spent over two thousand hours reviewing the world's four leading Enterprise Resource Planning (ERP) software vendors. Based on design and performance, the top two choices, J.D. Edwards and SAP, were reviewed more extensively including site visits to current government users, which included Oceanside, CA; Orlando, FL; Phoenix, AZ; and Sacramento County, CA. Based on the extensive review described above and review of proposals submitted by J.D. Edwards and SAP, staff is recommending the purchase of J.D. Edwards World Solutions as the provider of the City's new ERP software. This new software will be "off the shelf' which is easier to support in the long term and eliminates dependence on customization. ERP Business System Purchase B -3- 10/12/99 5:08 PM R QUEST FOR COUNCIL ACTIIIN MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 The J.D. Edwards software license, service and maintenance agreement (Attachment 2) totaling $1,265,341 includes licenses for the following application modules: Foundation Suite, Financial Suite, Logistics/Distribution Suite, Human Resources Suite, Payroll Suite, Computer User Education, .lob Costing, Fleet Management, Property Management, Customer Service Management, Facility Management, and Utility Billing. Additional third party software will also be required for payroll tax calculation, cash receipting, business license, and investment management. The Vertex Inc. software and license agreement (Attachment 3) is included for immediate implementation of the payroll tax calculation software at a cost of$12,765. Subsequent requests will be made for City Council approvals of agreements with other third party software providers necessary to complete the City of Huntington Beach's business system software replacement project. These third party software products are compatible with the J.D. Edwards Enterprise software. Consulting — Staff is recommending that Deloitte & Touche, LLP be the implementor of the ERP software project and conversion of existing data. Deloitte & Touche has extensive experience in implementing J.D. Edwards software including, most recently, serving as the implementor for the City of Culver City. During the first two years of a three-year implementation, Deloitte & Touche will help guide City staff in implementing all of the software modules except the Utility Module, which will be installed in the third year with J.D. Edwards as the implementor. Phase I and Phase II consulting services provided by Deloitte & Touche for the implementation of J.D. Edwards Enterprise software are described in Attachment 4 at a total cost of $1,934,834.18. Using a Big 5 consulting firm ensures that the City will have the opportunity to incorporate "best business practices" in developing new workflow choices. Infosys Business Systems' services and agreement (Attachment 5) is for contract programming/automation services required to maintain both the existing accounts payable, accounts receivable and payroll programming and resources during the transition of these programs to the J.D. Edwards software. Automation services are also required for the maintenance of Building and Safety's current computerized inspection program and are included in the contract. This contract covers the 3-year implementation period with a cap of $240,000 per year. Training— Success of an ERP project not only involves the implementation of new hardware and software but, equally as important, the knowledge transfer of the new software's operations and training of City staff in the effective use of the system. The proposed project will provide significant training for the City staff implementing the software as well as training for the entire citywide user group. Most training will be conducted at J.D. Edwards' Costa Mesa site or at City Hall. User group training is also included in a Computer User Education module available to each user at their desktop PC. This education module also provides a framework for documenting procedures for all processes that the City implements as part of the new ERP system. These training costs are included in the J.D. Edwards agreement. ERP Business System Purchase B -4- 10/12/99 5:08 PM R QUEST FOR COUNCIL ACTH MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 Hardware — Hewlett-Packard hardware, which is the current City standard, will be acquired for the client/servers and configured by Avnet Computer. Avnet will also serve as a technical resource on hardware issues related to the project. Avnet's agreement (Attachment 6) costing $415,288.11 provides for sufficient hardware and technical support to implement the J.D. Edwards ERP business system software and connection to the City's existing network and remote sites. The City's Microsoft Office software standard, which is also required as part of the J.D. Edwards' ERP software implementation, will operate on this new hardware. Staffing — The ERP business system software implementation is one of the most significant and complex organizational tasks that the City has or will undertake. The challenge is both complex and labor intensive. Over forty City staff members will be directly committed at various points during the 3-year project. These forty plus staff members are equivalent to upward of eleven full time City employees. Deloitte & Touche will be providing the equivalent of five full time employees to the project as well. Part of the City's implementation costs includes funding for new positions as well as backfilling positions required for the project. Several positions within various City departments, with Administrative Services impacted the most, will need to be backfilled during the ERP project implementation. Positions that require 75% — 100% commitment to the project are considered to be full time and will require direct backfill. Duties of existing staff who are providing 25% - 50% of their time to the project will either be absorbed within the department, or assigned to supplemental staff on a contract basis or through temporary employment agencies. Additional position requests, including a Database Manager, will be submitted for City Council consideration in the near future. However, two positions require immediate full time replacements to begin the project. The Project Manager position (100%), to be filled by Colleen Keith, Department Analyst Senior from the Fire Department, and one Administrative Secretary (100%) for the Administrative Services Department are positions that require immediate replacement. Both of these positions will require staffing amendments to the FY 1999/2000 budget. After project implementation is complete, the additional positions will be absorbed into the organization via attrition or will be eliminated. TiminglCost The three-year ERP implementation project will be divided into three, one- year phases. Phase I — will implement Financials (General Ledger, Accounts Payable, and Accounts Receivable); Distribution (Procurement); Payroll; Human Resources; Budget Module; Payroll Tax Calculator; and Cash Receipting. Cost - $4,555,101. Timing/Cost (Cont.) Phase 11 — will implement Job Costing; Activity Based Costing; Fixed Assets; Invoice and Work Order; Fleet and Property Management; Facility Management; Customer Service Management; Business License; and Investment Management. Cost - $1,459,630. Phase III — will implement Utility Billing followed by the removal of the mainframe computer. Cost - $1,000,800. ERP Business System Purchase B -5- 10/12/99 5:08 PM R EST FOR COUNCIL ACTT QU S O MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 To protect the City, based on future funding availability, City Council could choose to delay Phases 11 and Ili. All contracts/agreements have language provisions allowing for such cancellation. However, the full benefit of enterprise software improvements cannot be achieved without implementing all of the software modules. Delaying Phase 11 and III would add costs to the project and make mainframe hardware failure more probable. Timing of the project is critical to a successful implementation. Fortunately, the City's two- year budget provides for a first-year Phase I environment that produces the greatest staff availability for a successful implementation. However, Phase I must be completed within FY 1999/2000 and requires that the project be approved and started immediately to meet this time line. Failure to start immediately could jeopardize the entire project forcing a start time delay until FY 2001/2002. Based on the unsupported mainframe, a two-yeas start delay would stretch the' project to five years and would compromise the operability of the current financial systems. Summa of Recommended Actions Requested Action Description 1. Appropriation of funds to cover Phase Funding Source: costs ($870,238) . Equipment Replacement Fund • Capital Pr jects Fund 2. Approve J.D. Edwards Enterprise Software Contract $1,236,975 Training, Service & Maintenance 3. Approve Deloitte & Touche Contract Consulting for Software Implementation $1,934,834.18 4. Approve Avnet Computer Agreement Hardware and Technical Support $415,288.11 5. Approve Vertex Inc. Payroll Tax Software Agreement $12,765 6. Approve Infosys Business Solutions Programming Maintenance and Conversion Contract $240,000 7. Budget Amendment (Covered in Add Positions: Project Budget) . One Department Analyst • One Administrative Secrets 8. Authorize Fire Chief/Admin. Services Authorization for supplemental agreements or Director to enter into agreements documents $50,000 limit within ro'ect Bud et New Appropriation Criteria: In March 1998, the City Council adopted three criteria to follow in requesting a new appropriation: 1) It is an unanticipated emergency, 2) It is required to implement labor negotiations, or 3) It is a new expense that is offset by related new revenues. This request falls under Criteria 1, as the additional Phase I expense was unanticipated and must be considered an emergency since we must begin the Phase I process by November 1, 1999 in ERP Business System Purchase B -6- 10/12/99 5:08 PM REQUEST FOR COUNCIL ACRON O MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 order to meet the other time lines set for Phases II and ill. Failure to initiate this project may result in the failure of our mainframe computer causing an economic crisis. Finance Board Position: . Technology updates, including the ERP Business System software replacement, have been presented to the Finance Board on numerous occasions. During the most recent presentation, on September 15, 1999, the Finance Board strongly supported the need to immediately purchase and implement the new ERP software. Environmental Status: None Attachmentfs}: City Clerk's Page Number No. Description Fiscal Impact Statement. 2 J.D. Edwards Software License, Service & Maintenance Agreement & Insurance Certificates. T D 6 oo. /O 3 Vertex Inc. Software & License Agreement. ' 4 Professional Services Contract Between the City of Huntington Beach and Deloitte & Touche, LLP for J.D. Edwards Enterprise Software Application and Implementation & Insurance Certificates. VE 600-/0 5 Professional Services Contract Between the City of Huntington Beach and Infosys Business Solutions, LLC for Automation Services & Insurance Certificates. /N & 0 0. r o 6 Avnet Computer Conference Room Pilot Implementation and Confi arable Network Consulting Agreement &: Insurance Certificates. ERP Business System Purchase B -7- 10113199 10:0 8 AM CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICA TION To: Ray Silver, City Administrator From: John Reekstin, Director of Administrative Services Subject: FIS 2000-01 Business System Funding . Date: October 4, 1999 As required by Resolution 4832, this Fiscal Impact Statement has been prepared for "Business System Funding." The table below shows this action's effect on the City's estimated fund balances and working capital at September 30, 2000. Capital Equipment Projects Replacement Fund Fund Total New Money Budgeted in 1999/2000 $2,250,000 $ - 2,250,000 Bankruptcy Recovery Money 86,338 511,623 597,961 1998199 Appropriations Authorized in 19991200D Budget 1,517,162 - 1,517,162 Additional Funding Requested - 272,277 272,277 Total $3,853,500 $783,900 $4,637,400 If the Council approves this action there will be no effect on the estimated Capital Projects Fund Balance at September 30, 2000. The monies have either been previously approved for the 1999/2000 budget or have not been committed (bankruptcy recovery money). Council has previously appropriated $2,250,000 in reserve General Fund revenue and $1,517,162 in carry-forward capital projects revenue, from fiscal year 1998/99. This action will appropriate the additional $870,238 needed to fully fund Phase 1 and. the initial steps for Phase II for the ERP project. If the Council approves this action, the estimated working capital of the Equipment Replacement Fund at September 30, 2000 will be reduced to $1,406,000. J hn Reekstin, Director of Administrative Services VERTEX INC. SOFTWARE LICENSE AGREENIEN'T TIS AGREEMENT is made this _1B1h-_day cif ctQ. Pr-- -- ,f"9 between Vertex lac,,with an office at 141 Old Cassatt Road,Herwyn,Pennsylvania 19312(hereinafter"Vertex"),and City of Huntington Beach,a Municipal corporation of the ,rate of California, with an office at 2000 Main Street,Huntington Beach,California 92648(hereinafter"Licensee"), BACKGROUND I. Vertex has developed and licenses various software programs directly to users of such programs. 2. Licensee wishes to license one or more Vertex software programs for use in its business operation. NOW,T1lERl`I~"OR E,in ronsideratiiin of the mutual promises made in this Agreement the parties agree as follows: Section 1. Ilefnitions The following terms are defined For the purpose of this Agreement, (a) "Vertex Programs"shall mean the Vertex solfivars programs and related documentation shown in Schedule A attached hereto, including all versions,corrections,enhancements,improvements and derivatives thereof. (h) "Vertex Databases"shall mean the databases compiled by Vertex for use with Vertex Programs and all monthly updates to Vertex Databases. (c) "Licensed Products"shall mean Vertex Programs and Vertetn Databases. (d) "Location(s)"shall mean the loeation(s)shown in Schedule B attached hereto where the Licensed Products will be installed on the Hardware(as such term is hereinafter defined). (e) "hardware"shall mean the computer Ntrd,%vare and operating system shown in Schedule 11 attached hereto and owned or leased by Licensee and on which the Lictased Products will be installed. M "Concurrent Users,"if applicable,shall mean the maximum number of Licensee's employees,consultants or agents,at any point in time,signed onto the host software application which interfaces to Vertex Programs anchor Recesses Vertex Databases and set forth in Schedule 8 attached hereto as included in the initial license fee plus any additional Concurrent Users so indicated. (g) "Parent Company," if applicable,shall mean a company which owns more than 50%(fifty percent)of Licensee,directly or indirectly,or otherwise controls Licensev-, (h) "Subsidiary Company,"if applicable,shall mean any company which Licensee owns more than 50%(fifty percent)of,directly or indirectly,or otherwise controls. (i) "Affiliate,"if applicable,shall mean any entity included in the number of Aflili0cs in Schedule A attached hereto which Licensee's Parent Company owns more than 1,40%(fifty percent)of,directly or indirectly,or otherwise controls and whose data Licensee intends to process with the use of the Licensed Products. As consideration for payment by Licensee to Vertex of Affiliate Processing Fets,if applicable,shown on Schedule h attached hereto,Licensee may use the licensed Products to process Affiliates'data. Schedules A and B attached hereto may be updated from time to time upon written notice from Licensee to Vertex. 0.) `:Client,"if applicable,shall mean any entity other than Parent Company,Subsidiary Company or Affiliate whose data Licensee is protesting under a Data-Center License(as such term is hereinafter defined). (k) "Corporate License,"it applicable,shall mean Licensee has the right to use the Licensed Products to process its own work And, at no additional charge,the work of Licensee's Parent Company and Licensee's Subsidiary Companies,and,if applicable. for an additional charge shown on Schedule S attached hereto,the work of the number of Licensee's Affiliates shown on Schedule A attache hereto. (1) "Enterprise License;'if applicable,shall mean Licensee and Licensee's Partmt Company,Licensee's Subsidiary Companies and licensee's Affiliates have the right to copy and use the Licensed Products to process their own work. (sit) 'Data-Center License,"if applicable,shall mean Licenwt has the Corporate License rights shown above Lind the right to use the Licensed Products to process,for An additional charge shown on Schedule B attached hereto,the work ofthe number of Clients shown on Schedule A attached hereto and,for payroll tax products,the number of checks shown on Schedule A attached Hereto. (n) "Charges"shall mean,ae applicable,the Initial License Fee,Fees for additional Concurrent Users,fees for additional property tax returns,Affiliate,Processing Fees,Client Processing fees,Annual Renewal License Fee and Training Fees,shown on Schedule B attached hereto to be paid by Licensee for the right to use the Licensed Products as permitted herein,to receive tnouthly updates to Vertex Databases and to receive maintenance and support services from Vertex. Section 2. License For Use Of the Lirensktl-Products (a) Vertex Hereby grants to Licensee the right to use the Lierr sed Products as indicittsd na Schedule A attached hereto. Licensee shall not ate or reproduce the licensed Products except its permitted in this Agreement. (b) The license granted herein to Licensee is in consideration of the payment of the Charges set Forth tin Schedule 8 attached hereto and is subject to the license usage terms set forth in this Agreement and on Schedules A and l3 attached hereto. (c) T"he license grAuttd herein to Licensee is nonexclusive and non-transferable(except in accordance with Section 7 herein), and nothing contained herein shall be dtensed to convey any title or ownership interest in the Licensed Products or in any intellectual property, contained therein to Licensee. Licensee shall not knowingly take any action which will adversely affect Vertex's proprietary rights in the Licensed Products,including,without limitation,Vertex's patent, copyright,trademark and trade secret rights. (d) Licensee may copy and use the Licensed Products only as needed For Licensee's backup,development,testing and disaster- recovery purposes and for providing Concurrent lasers access to the Incensed Products,provided that Licensee reproduces 062M Page I of 4 all copyright notices and other proprietary notices,regardless of form,contained in or affixed on the Licensed Products. (e) If the Hardware becomes inoperable,Licensee may temporarily install the Licensed Products on other similar hardware at the same or other location(s),provided that,because of monthly updates,Licensee shall notify Vertex of any such location change if the temporary installation is for greater than 30(thirty)days. if Licensee wishes to relocate the Licensed Products to other hardware at a different address,it may do so only after notifying Vertex of its intention to make such change. If such change requires Vertex to provide Licensee with an additional copy of the Licensed Products,Vertex shall invoice Licensee for the related media,shipping and handling costs. The new hardware configuration shall be deemed to be the Hardware as though it were shown on Schedule B attached hereto. Section 3. Term Of License and Charges (a) The term of the license granted herein shall begin upon Vertex's delivery of the Licensed Products to Licensee ("Effective Date"). The initial license term shall extend thereafter for the number of months shown on Schedule A as"]`umber of Months in Initial Term". The term"Anniversary Date"shall mean the date on which the first annual renewal term and subsequent annual renewal terms begin. (b) Vertex shall notify Licensee of the annual renewal of the license as of the next Anniversary Date by sending it a notice of renewal at least 60(sixty)days prior to each Anniversary Date,followed by an invoice for Vertex's then-current Charges for such annual renewal. Each annual license renewal term shall commence on the Anniversary Date upon Vertex's receipt of Licensee's timely payment of each annual renewal invoice. (c) Notwithstanding the foregoing,if Vertex decides,in its sole discretion,to cease to generally license or maintain the Licensed Products,Vertex may elect not to renew this Agreement,provided Vertex has given Licensee at least 12(twelve)-months' written notice of its intention not to renew this Agreement. Any such non-renewal shall be effective at the end of the renewal term that follows the term in which such non-renewal notice is given. (d) Licensee may elect not to renew the license or to otherwise terminate this Agreement at any time by sending Vertex a written notice of its intention at any time. Licensee shall not be entitled to the return of any of the Charges in the event it terminates this Agreement without an uncured material breach by Vertex. In the event of such termination,Licensee shall promptly return the Licensed Products to Vertex. (a) The Charges for the initial license term are set forth on Schedule B attached hereto and shall be invoiced by Vertex after its delivery of the Licensed Products,which shall occur after Vertex's receipt of this Agreement containing the title and original signature of a representative of Licensee whose title indicates that individual is authorized by Licensee to sign this Agreement on Licensee's behalf. (f) If applicable,Licensee shall advise Vertex of any increase in the number of Concurrent Users and/or Affiliates and/or Clients whose work it is processing with the use of the Licensed Products. Vertex shall invoice Licensee after receipt of such notification for the amount due to Vertex for the additional Concurrent Users Fee and/or Affiliate Processing Fees and/or Client Processing Fees for the 12(twelve)-month period following such notification. (g) Licensee shall keep accounts and records in sufficient detail and containing such information as is necessary to enable fees due Vertex hereunder to be calculated("Accounting Records"). On reasonable prior notice,an independent certified public accountant acting on Vertex's behalf that has been approved by Licensee shall have the right to audit such Accounting Records no more than once in any 12(twelve)-month period at Licensee's facilities at a time to be mutually agreed upon by the parties. Such information shall be used by Vertex solely for purposes of ensuring Licensee's compliance with the terms of this Agreement. Licensee shall have the right to request that the accountant acting on behalf of Vertex sign an appropriate confidentiality agreement. Vertex shall be solely liable for the cost of such audit,unless a shortfall of five percent(5%)or more of the fees due Vertex is found for any 12(twelve)-month period,in which case,if the audit results cannot reasonably be disputed,Licensee shall pay for the audit. (h) Vertex shall provide a replacement copy of the Vertex Programs and/or the Vertex Databases if Licensee loses or damages such and requests such replacement copy. Vertex shall invoice Licensee for the related media,shipping and handling costs. (i) All invoices hereunder shall be due in U.S.funds within 30(thirty)days after Licensee's receipt of them. Vertex shall reserve the right to charge a late fee of one and one-half percent(1.5%)per month or the maximum amount allowed by law,whichever is less,on all amounts due hereunder which are not paid in full at the time provided above,and which are not,in good faith,being disputed. Vertex shall reserve the right to suspend any and all delivery of the Licensed Products,including monthly updates to the Vertex Databases,periodic updates to the Vertex Programs and telephone support,in the event amounts due Vertex from Licensee in accordance with this Agreement exceed 60(sixty)days past due,provided that Vertex has given Licensee at least 30(thirty) days' prior written notice of such past-due amounts which are not,in good faith,being disputed. Section 4. Installation and Maintenance Of the Licensed Products (a) Licensee shall be responsible for the installation of the Licensed Products; however,Vertex shall,at no additional charge to Licensee,give Licensee assistance by telephone in the installation of the Licensed Products. Vertex shall not be responsible for the correct implementation of the Licensed Products by Licensee. (h) Upon receipt by Vertex of notification of a failure of the Vertex Programs to operate,in any material respect,in conformance with the then-current documentation for the Vertex Programs,Vertex shall,at no additional charge to Licensee,correct such failure or provide a workaround to the problem as soon as reasonably possible. Notwithstanding the previous sentence,Licensee shall provide written documentation of such failure if requested by Vertex. (t) Vertex shall,at no additional charge to Licensee,also provide telephone support to Licensee to answer questions on the use of the Licensed Products. Telephone support shall be available from 8:15 a.m.to 8:00 p.m.(EST)Monday through Friday, 062199 Page 2 of 4 exclusive of Vertex holidays. The support telephone number is 800-281-1900. (d) Vertex shall be obligated to provide maintenance and telephone support for the Licensed Products,provided Licensee is using the then-current version of the Licensed Products on the Hardware in accordance with its documentation or as permitted herein and Licensee has not made or permitted a third party to make any modification to the Licensed Products without the prior written approval of Vertex. (e) Vertex shall provide monthly updates to the Vertex Databases and may also provide periodically,on magnetic media or electronically,updates and enhancements to the Vertex Programs,accompanied by documentation which describes the nature of the updates and enhancements and instructions for Licensee on how toincorporate them into the Vertex Programs. Licensee shall be responsible for incorporating such updates and enhancements into the Vertex Programs; however,Vertex shall,at no additional charge to Licensee,provide reasonable telephone assistance upon the request of Licensee. (f) Vertex shall make available to Licensee without charge all enhancements,updates and upgrades to the Vertex Programs which Vertex makes available to other licensees without charge. Section 5. Taxes The Charges do not include any taxes. Where applicable,there shall be added to the Charges any taxes on such Charges,including, but not limited to,state and local sales,use or excise taxes,but excluding any taxes on Vertex's net income. Applicable sales taxes will be invoiced by Vertex to Licensee unless Licensee provides Vertex with a valid and applicable sales tax exemption certificate before such invoice is generated. Section 6. Limited Warranty and Indemnity (a) Vertex warrants that it has full title to and/or the right to license the Licensed Products and that the Licensed Products do not infringe upon the copyright,trade secret or other intellectual property rights of any third party. Licensee shall promptly make Vertex aware of any such claim against Licensee by a third party. Vertex shall defend such claim and shall indemnify and hold Licensee harmless against any liability arising out of such claim. In no event shall Licensee attempt to settle such a claim without Vertex's prior written approval. Vertex is not presently aware of any such claim,but if such a claim is made and Vertex cannot reasonably either procure the right to have Licensee continue to use the Licensed Products or replace or modify the Licensed Products with non-infringing Licensed Products of equivalent functionality,then either party may terminate this Agreement and Vertex shall refund to Licensee Charges paid by Licensee to Vertex in accordance with this Agreement during the then-current term. (b) Vertex further warrants that the Licensed Products have been tested by Vertex for viruses using standard industry practices and that no viruses were found,and that,during the term of this Agreement,the Licensed Products will conform,in all material respects,to the then-current documentation if properly used on the Hardware. (c) Vertex also warrants that the Licensed Products are Year-2000 Compliant,which shall mean that when used as directed in their documentation,they wilt accurately process date data between the 20th and 21st centuries,including the years 1999 and 2000 and leap year calculations,provided that all other products(e.g.,hardware,software and firmware)used in combination with them properly exchange date data with them and that all updates are promptly installed. Vertex shalt promptly correct any material non-conformance in accordance with Section 4 herein. (d) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS,EXPRESS OR IMPLIED,WHETHER IN RELATION TO THE LICENSED PRODUCTS OR THE PROVISION OF ANY SERVICES INCLUDING,BUT NOT LIMITED TO,THOSE CONCERNING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (e) In no event shall either party have any liability with respect to its obligations hereunder for consequential,exemplary,punitive or incidental damages,even if a party has been advised of the possibility of such damages. Except for matters arising out of Subsection 6(a),Vertex's sole liability in tort or contract shall not exceed the Charges paid by Licensee to Vertex hereunder during the then-current term. Section 7. Assignment Licensee shall not assign this Agreement or the Licensed Products without Vertex's prior written consent. Such consent shall not he unreasonably withheld. Such consent shall not be required if assignment is to a Parent Company.Subsidiary Company,Affiliate,or to an entity that is not a competitor of Vertex that acquires all of,or substantially all of,Licensee's business or to an entity that is not a competitor of Vertex whose business Licensee acquires all,or substantially all,of,provided that Licensee is not in breach of this Agreement and promptly notifies Vertex in writing of such assignment after such assignment. The Licensed Products shall not be made the subject of any leasing arrangement. Except as provided above,this Agreement shall be binding on,and inure to the benefit of,the heirs,successors and assigns of the parties to this Agreement. Section 8. Confidentiality Licensee shall take reasonable steps and security precautions to prevent the unauthorized disclosure of the Licensed Products and to maintain the confidentiality of the Licensed Products,but,in any event,not less than that it takes to protect its own proprietary information. If Licensee provides Vertex information that is marked"Confidential"or"Proprietary,"Vertex shall take reasonable steps and security precautions to prevent the unauthorized disclosure of such information and to maintain the confidentiality of such information, but,in any event,not less than that it takes to protect its own proprietary information. Section 9. Termination (a) Either party shall have the right to terminate this Agreement and the license granted herein if a party fails to cure a material breach of this Agreement within 30(thirty)days after receiving written notice of such breach from the Other party. If Licensee terminates this Agreement due to an uncured material breach by Vertex pursuant to the previous sentence,Vertex shall 062199 Page 3 of 4 promptly refund to Licensee all Charges paid by Licensee hereunder for the then-current term upon Vertex's receipt of the Licensed Products. (b) Within 30(thirty)days following the date of termination of this Agreement by either party in accordance with this Agreement,Licensee shall erase from all physical media any image or copies of the Licensed Products or return all copies of the Licensed products to Vertex. (c) Notwithstanding the termination of this Agreement for any reason,the terms of the following sections of this Agreement shall survive such termination: (i) Section 6: Limited Warranty and Indemnity; (ii) Section 8: Confidentiality;and (iii) Section 10: General Provisions. Section 10. General Provisions (a) Vertex is a Pennsylvania corporation;therefore,this Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. This choice of law is made to ensure uniform procedures and interpretations for all of Vertex's licensees,no matter where they may be located or where they may use the Licensed Products. (b) The parties shall use reasonable efforts,including,without limitation,face-to-face negotiations,to resolve any differences arising between them as a result of this Agreement prior to exercising their respective rights at law or equity. No action, regardless of form,arising out of this Agreement shall be brought more than two(2)years after the cause of action accrued. (c) The waiver or failure of a party to exercise any of its rights hereunder shall not be deemed a waiver of any future right in regard to the same matter or any other matter. (d) If any provision of this Agreement is found to be invalid,illegal or unenforceable under any applicable statute or law,it is to that extent deemed to be omitted,and the remaining provisions of this Agreement shall not be affected in any way. (e) All notices required or permitted to be given hereunder by one party to the other shall be deemed given if sent by registered or certified mail,with proof of delivery,or by hand or courier,with proof of delivery or by telefacsimile,with proof of transmission. Notices shall be sent or delivered to the respective addresses set forth above and,in the case of Vertex,shall be sent to the attention of"Contract Administrator". (f) The headings of the Sections of this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. (g) Each party acknowledges that it has read and understands this Agreement and shall be bound by its terms. The parties further agree that this Agreement and its attached Schedules contain the entire understanding and agreement of the parties with respect to the matters contained herein,and supersedes all prior proposals and understandings between the parties. There are no promises,covenants or undertakings contained in any other written or oral communication. (h) This Agreement shall not be modified or altered except by a written instrument duly executed by both parties. Please sign where indicated below in blue ink and return the original-signature version of this Agreement to: Vertex Inc. Attn:Contracts Administrator (The Licensed Products will be shipped 1041 Old Cassatt Road after the original-signature version Berwyn,PA 19312 of this Agreement is received by Vertex.) AGREED BY: City of Huntington Beach,a AGREED BY: Vertex Inc. Municipal corporation of the State of California _ j ` AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE Name: Peter Green Name: WILL A Title: „Mayor Title: Vice President siness Systems & Financl Date: 0 /19 11999 Date: �/ 11999 062199 Page 4 of 4 ADDENDUM TO VERTEX INC. SOFTWARE LICENSE AGREEMENT DATED THE 18t.h DAY OF October , 1999 BETWEEN VERTEX INC. AND CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION OF THE STATE OF CALIFORNIA Notwithstanding anything in the above Agreement to the contrary,this Addendum hereby amends the above Agreement as follows: 3(f) This Subsection shall not apply for Quantum for Payroll Tax. 3(g) This Subsection shall not apply for Quantum for Payroll Tax. 8 The following is added to the end: "Notwithstanding any other provisions of this Agreement,the above provisions shall not apply to any record,disclosure of which is mandated by an applicable law or regulation,including,but not limited to,the Public Records Act and the Ralph M Brown Act." 10(a) Subsection is deleted in its entirety. 10(b) The following is added to the end: "In the event suit is brought by either party to enforce terms of this Agreement or to secure the performance hereof,each party shall bear own attorney's fees." Please sign below in blue ink and return the original-signature version of this Addendum to Vertem AGREED BY: AGREED BY: City of Huntington Beach,a Vertex Inc. Municipal corporation of the StAte of C ' ornia AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE Name: Peter Green Name: William F.Boyer Title: Mayor Title: Vice President,Business Systems q & Finance Date: OC7-/ / 11999 Date: A294SIATURE 99 SIGNATURE (Attest) A THO Name: Connie Brockway Name: David DeStefano Title: City Clerk Title: Chief Financial Officer Date: / /?—/1999 Date: —/1999 Page 1 of 2 Y VE18; INC. SOFTWARE LICENSE AGREEM* c C- SI NA URE (A roved as to For Name: Gail C. Hutton Title: City Attorney Date: f/1999 !aF144 Ad& -Ffif SIGNATURE (Initiated and Approved) - - Name: Michael P. Dolder Title: Fire Chief , Date: 1`!_I 0 /1999 r SIGNATURE (Reviewed and Approved) Name: Ray Silver Title: City Administrator Date: l0 1 0 /1999 Page 2 of 2 Vertex Software License Agreement 113098 SCHEDULE A TO VERTEX INC. SOFTWARE LICENSE AGREEMENT DATED 10/ 18/1999 LICENSED PRODUCTS QuantumTM for Payroll Tax} which consists of the following: • Payroll tax calculation software with tax jurisdiction location software • One(1)Set of Documentation for the above • One(1)GeoCoderTm Master List For Corporate Licenses and Data-Center Licenses,the above Licensed Products shall be used only on the Hardware shown on Schedule B. Such Hardware shall be operated only at the Location(s)shown on Schedule B. The Licensed Products shall be used only as indicated below: Type of License granted is indicated below: _X_ Corporate License - as defined in Subsection l(k) - for Affiliate Processing Fees,if any,shown on Schedule B, Licensee may also use the Licensed Products to process the work of the number of its Affiliates shown here: Data-Center License- as defined in Subsection l(m) - for the Data-Center Fee shown on Schedule B,Licensee may use the Licensed Products to annually process the number of checks shown here: Concurrent Users are not applicable for this product. Number of Months in Initial Term: 15(Fifteen) Page 1 of Schedule A 09127/99 Salesp n 133 XXX 360 XXX SCHEDULE B TO VERTEX INC. SOFTWARE LICENSE AGREEMENT DATED 10 / 18 /199 1 CHARGES Bill To: Ship To: Company: City of Huntington Beach Company: SAME AS BILL TO Add Ln 1: 2000 Main Street Add Line 1: Add Ln 2 : Add Line 2 : Cty, St Zip: Huntington BeaCA 92648 Cty St Zip: Phone: 714 536-5401 Phone: Contact: Michael Dolder Contact: Michael Dolder Title: County/Parish: ITEM NUMBER DESCRIPTION AMOUNT 11100200 QUANTUM PAYROLL TAX COMPLIANCE SYSTEM $ 9 , 200 . 00 TOTAL INITIAL INVESTMENT $ 9 , 200 . 00 Current Annual Renewal License Fee for All of the Above $ 3, 565 . 00 (Annual Renewal Fee to be invoiced at Anniversary Date) ALL APPLICABLE TAXES SHALL BE ADDED TO THE ABOVE AMOUNTS_ Purchase Order No. : Fee is valid for 60 (sixty) days . LICENSEE'S HARDWARE CONFIGURATION Vertex/Lang/Ver: (N/A) Software Mfg: J D EDWARDS 028 Hardware: SERVER(S) Version: ONE WORLD Manufacturer: PC System Language: N/A Model : PC Windows Version: NT O/S & Version: WIN NT Middleware: (N/A) DBase & Version: ISAM PC Process Info: (N/A) Media Code: CD ROM PC Process Sped: (N/A) PC Media Code: CD ROM Printer: (N/A) RAM: (N/A) Network: (N/A) HARDWARE LOCATION Shall be the same as the "Ship To" location above, unless otherwise indicated here: Order is packaged and shipped per your specific requirements. Please be certain the above data is complete and accurate. Allow three-to-four weeks for delivery. Orders will be shipped via UPS unless otherwise indicated here and shipping account number is provided here: Page 1 of Schedule B