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HomeMy WebLinkAboutDenovo Ventures formerly AMX International, Inc. - 2012-06-29LC Dept. ID FN 14-001 Pagel of 2 Meeting Date: 2/3/2014 MEETING DATE: 2/3/2014 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Lori Ann Farrell, Director of Finance SUBJECT: Approve and authorize execution of Amendment No. 3 to the Professional. Services Contract with Denovo Ventures, LLC, in the amount of $75,000 for a total contract amount not to exceed $256,400 for additional Oracle/JD Edwards application consultant services Statement of Issue: City Council approval is requested to amend the professional services contract with Denovo Ventures, LLC, the City's Oracle/JD Edwards (JDE) upgrade consultants, to increase the total. contract amount to $256,400 for additional application consultant services required to implement the new citywide financial software upgrade. Financial Impact: This action will result in a $75,000 increase in the three-year contract amount with Denovo Ventures, LLC, from $181,400 to $256,400 Sufficient appropriations are available in the General Fund Non -Departmental Equipment Replacement Budget (Business Unit 10040101) in FY 2013/14 to support these costs. Recommended Action: Approve and authorize the Mayor and City Clerk to execute "Amendment. No. 3 to Professional Services Contract Between the City of Huntington Beach and Denovo Ventures; LLC, for Oracle/JD Edwards Upgrade —Application Consulting Services." Alternative Action(s): Do not approve the recommended action and direct staff accordingly. Analysis: The City of Huntington Beach is currently undergoing an upgrade of its financial software system, Oracle JD Edwards (JDE), from OneWorld Xe to the most recent version of 9.1. The current version of JDE was implemented approximately 14 years ago and has not received any major upgrades since its installation. The City has been advised by Oracle that the current version of JDE that the City utilizes is no longer viable and will no longer support key operational functions as we have not implemented updates to the system that ensure continued functionality of the software. A contract is in place with Denovo Ventures, LLC, (Denovo) for application consulting services to. assist the City with the upgrade project in the amount of $181,400. An increase of $75,000 for an amended contract total of $256,400 is required to ensure completion of the JDE upgrade projecct. and the continued functionality of the City's financial software system that performs all of the City's financial operations including maintaining the City's General Ledger, payroll, budget monitoring, Item 3. - 1 14B -- Dept. ID FN 14-001 Page 2 of 2 Meeting Date: 2/3/2014 accounts payable, accounts receivable, and myriad other financial functions, as well as, interfaces with citywide payment systems such as the Utiligy system for utility billing, amongst others. The revised "Go -Live" date for the new version of JDE is planned for February 11, 2014. Additional funding is required at this time to continue to trouble -shoot and resolve critical implementation issues that have been identified and must be resolved in order to meet the projected Go -Live date. Unanticipated issues involving payroll processing have been encountered that require additional consulting time to fully resolve. In addition, funding is required to provide continued post Go -Live support, properly document new procedures, and provide the needed foundation for future planned upgrades to citywide payment systems interfacing with JDE. Also, additional consulting time is needed to utilize the real estate module in JDE to create added efficiencies in tracking lease payments the City receives. Staff is recommending an increase in the contract for Denovo of $75,000. Adequate appropriations are available in the Non -Departmental Equipment Replacement FY 2013/14 General Fund Budget (business unit 10040101) to accommodate the additional application consulting work required. Environmental Status: Not Applicable. Strategic Plan Goal: Improve Long -Term Financial Sustainability Improve the City's infrastructure Attachment(s): 1. Amendment No. 3 to Professional Services Contract Between the City of Huntington Beach and Denovo Ventures, LLC, to perform for Oracle/JD Edwards Application Consulting Services. 2. Amendment No. 2 to Professional Services Contract with Denovo Ventures, LLC, to perform for Oracle/JD Edwards Application Consulting Services. 3. Amendment No. 1 to Professional Services Contract with Denovo Ventures, LLC (Formerly AMX International, Inc.), to perform for Oracle/JD Edwards Application Consulting Services. 4. Original Professional Services Contract with AMX International, Inc. dated June 29, 2012. 1B -79- Item 3. - 2 � _ q} .; art i AMIENDMENT NO. 3 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND DENOVO VENTURES, LLC FOR ORACLE/JD EDWARDS UPGRADE - APPLICATION CONSULTING SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and DENOVO VENTURES LLC (formerly AMX International, Inc.). a Colorado Limited Liability Company, hereinafter referred to as "Denovo." WHEREAS, City and AMX International, Inc. are parties to that certain agreement dated June 29. 2012, entitled "Professional Services Contract Between the City of Huntington Beach and AMX International, Inc. for Oracle/JD Edwards Upgrade - Application Consulting Services," which agreement shall hereinafter be referred to as the "Original Agreement." and Amendment No. 1, amending the amount of compensation and the contracting party to Denovo Ventures, LLC, was entered into August 29, 2013: Amendment No. 2, amending the amount of compensation, was entered into on September 16, 2013; City and Denovo wish to amend the compensation amount not to !exceed of Amendment No. 2 to the Original Agreement, NOW, THEREFORE, it is agreed by City and Denovo as follows: 1. COMPENSATION The amount not to exceed of Amendment No. 2 to the Original Agreement Z__ is hereby amended by Seventy-five T housand Dollars ($ i 5,000' ) to Two'Hundred Fifty- six Thousand, Four Hundred Dollars ($256,400). 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. REST OF PAGE INTENTIONALLY LEFT BLANK 13-3899,002/104533 IN WITNESS WHEREOF, the parties hereto have caused this aggreement to be executed by their authorized officers on 0, 201/.4/ DENOVO VENTURES LLC. a Colorado CITY OF HUNTINGTON BEACH, a Limited Liability Company municipal corporation of the State of By: print name ITS: (circle one) Chairma ice President AND By: 7> pnnt name ITS: (circle one) Secretary/Chief Financ 9Mi4--:Z\ Officer/Asst. Secretary - Treasurer (� �Ir R IE D AP EV Aj% PROVED: I/ Niana,,ger APPROVED AN 10 FORM: CityAttomey��� L1 Date:— J_ California M fNTITIATF"ND AP ROVED: In anon Services irector R 13-3899M2/104533 ACOI ®® CERTIFICATE OF LIABILITY INSURANCE 7tMiDDAr"2/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsements . PRODUCER TechServe Alliance Services Corp. 1420 King Street; Suite 610 Alexandria, VA 22314 www.techservealliance.org CONTACT NAME: Theresa Punsalan PHONE fC o Ext : 70FAX AIC No): 703.997.7727 E-MAIL ADDRESS: n techservealllance.or INSURERS AFFORDING COVERAGE NAIC N INSURER A : OneEeacon insurance Company 21970 INSURED Denovo Ventures, LLC. 6328 Monarch Park Place Niwot CO 80503 INSURERS: Hartford Fire Insurance Co. 19682 INSURERC: INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:/7370528 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CDNDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I SR TYPEOFINSURANCE ADD SU POLICYNUMBER EF MMIDDYIYYYY MMIDD EXP LIMITS A GENERAL LIABILITY �/ 711011900 5/1/2013 5/1/2014 EACH OCCURRENCE $ 1,000,000 PREMISES Eaoocurr0erice $ 300,000 COMMERCI4L GENERAL LIABILITY MED EXP (Any one on) $ 10,000 CLAIMS -MADE FAOCCUR - PERSONAL &ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMPIOPAGG $ 2,000,000 $ POLICY n PRO LOC A AUTOMOBILE LIABILITY✓ I L M erd $ 1 000,000 BODILY INJURY (Per pefson) $ ANYAUTO BODILY INJURY (Per aoc dent) $ ✓ AUTOS U AUTOSLED HIREDUTOSAUTOS NED AUTOS Comprehensive Ded: $500 Collision Ded: 500 ��A� T� V� TIA'! ROref�Y.DAMAGE $ $ A 1/ UMBRELLA LIAS H OCCUR 711011900 5/1/2013 5/1/2014 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAR CLAIMS -MADE DIED RETENTION$10,000 $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE LiNIA OFFICERIMEM13ER EXCLUDED? (Mandatory In NH) IAC STATU- �J;t• TO LIMITS rc E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE • POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below A B E&OlProfessional Liab Claims Made Crime -Blanket 3rd Pariy 711011900 OOTP026360912 5/1/2013 5/1/2013 5/1/2014 5/1/2014 $5,000,000 Ea Claim/$5,000,000 Aggregate $1,000,000 Ea Occurrence I N. i& Data r' L' 7 190 5/1/2013 5/1/2014 $1.000.000 Ea CialmJ$1.000,000 Aggrenate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) As per written contract, City of Huntington Beach, its directors, elected or appointed officers, employees, agents and volunteers are included as Additional Insured as respects to General Liability and Automobile Liability. Insurance Is primary and non-contributory on the above captioned policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Clttyy of Huntington Beach 20b0 Main Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach CA 92648 AUTHORIZED REPRESENTATIVE �l Mark B. Roberts 01988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD CBRT NO.: 17372528 Chris Jones 8/22/2013 7:05:35 AM Page 1 of 3 ATTACHMENT 1 POLICY NUMBER: 711011900 COMMERCIAL AUTO INSURED: Denovo Ventures, LLC. 8/22/2013 6328 Monarch Park Place THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM Name and Address or Person or Organization: City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 A. The person or organization shown in the schedule is included as an insured but only if liable for the conduct of an "insured" and only to the extent of that liability. B. CANCELLATION 1. If we cancel the policy, we will mail or deliver notice to such person or organization in accordance with the Common Policy Conditions. 2. If you cancel the policy, we will mail or deliver notice to such person or organization. 3. Cancellation ends this agreement. BU 11 14 (1-93) CRRT NO.: 17372528 Chris Jones 0/22/2013 7:05s35 AN Page 2 of 3 ATTACHMENT 1 Created at www.cCcrtsOnHne.com Denovo Ventures, LLC. 6328 Monarch Park Place POLICY NUMBER:711011900 8/22/2013 COMMERCIAL GENERAL LIABILITY CG 20 10 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City,of Huntington Beach 2000 Main Street Huntington Beach CA 92648 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II — Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations per- formed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to "bodily in- jury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the addi- tional insured(s) at the site of the cov- ered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of the same project. If you are required by written contract to provide primary insurance, then this policy shall be primary and not contributory with any other insurance available to the additional insured named in the schedule above. Form CG0001 Commercial General Liability Coverage (but only Section IV. Paragraph 4., subparagraph b) is amended accordingly and shall not apply with respect to coverage provided for the Additional Insured named above in the schedule. CG 20 10 10 01 ® ISO Properties, Inc., 2000 CERT NO.: 17372528 Chris Jones 8/22/2013 7:05:35 AM Page 3 of 3 ATTACHMENT 1 Page 1 of1 t �� s �?=,H.�,=� DocuSign Envelope ID: 28C3FE78-9E5C-4427-AD70-5F28CCA940A7 AMENDMENT NO.2 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND DENOVO VENTURES, LLC FOR ORACLE/D EDWARDS UPGRADE — APPLICATION CONSULTING SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and DENOVO VENTURES LLC (formerly AMX International, Inc.), a Colorado Limited Liability Company, hereinafter referred to as "Denovo." WHEREAS, City and AMX International, Inc. are parties to that certain agreement dated June 29, 2012, entitled "Professional Services Contract Between the City of Hunting n Beach and .A.MX International, Inc. for Oracle/JD Edwards Upgrade — Application Consulting Services," which agreement shall hereinafter be referred to as the "Original Agreement," and Amendment No. 1, amending the amount of compensation and the contracting parry to Denovo Ventures, LLC, was entered into August 29, 2013; City and Denovo wish to amend the compensation amount not to exceed of Amendment No. 1 to the Original Agreement, NOW, THEREFORE, it is agreed by City and Denovo as follows: COMPENSATION The amount not to exceed of Amendment No. 1 to the Original Agreement is hereby amended by Eight -One Thousand, Four Hundred Dollars ($81,400) to One Hundred Eighty -One Thousand, Four Hundred Dollars ($181,400). 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. 13-3899/100907 REST OF PAGE INTENTIONALLY LEFT BLANK ATT41 - -:NT 2 Item 3. - 8 DocuSign Envelope ID: 28C3FE78-9E5C- 427-AD70-5F28CCA940A7 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on -Me &- 'L- 16 , 2013. DENOVO VENTURES LLC. a Colorado Limited Liability Company DocuSigned by: BY: -Er BC12D900ACFC491... Paul D. McNult print name ITS: (circle one) Chairman/President/Vice President Docuftned by; BY: C�47DOR453703 i 114'.- 'D. l�ovt, iD4.Z.. print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary - Treasurer 13-3899/100907 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Califo ' a Mayor 44-ki L-10"I o-4AONO Clerk (� 711 D APPROVED: Inf rmation Services Director W"J'4�" &�" irector of Finance APPROVED A T FORM: City A o ey N�,V - 0 L ` Date: !/ /3 T 2 Item 3. - 9 AM1 - -:NT 2 ,' st'c.�. i",' '� .Q.a'..-rt-.�5� p4•.$ "4� `�°'t'ti- `aYl I !';""t�t Fa' AWNIDMEENT NO. I TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND — AMX INTERNATIONAL, INC. FOR ORACLEU D EIDWARitDS UPGRADE — APPLICATION CONSULTING SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and DENOVO VENTURES LLC (formerly AMX International, Inc.), a Colorado Limited Liability Company, hereinafter referred to as "Denovo." -tAMREAS, City and AMX International, Inc. are parties to that certain agreement dated June 29, 2012, entitled "Professional Services Contract Between the City of Huntington Beach and AMX international, Inc_ for Oracle/JD Edwards Upgrade — Application Consulting Services," which agreement shall hereinafter be referred to as the "Original Agreement," and AMX International, Inc. was acquired by Denovo Ventures LLC on September 13, 2012; and City and Denovo wish to amend the compensation amount not to exceed of the Original Agreement, NOW, THEREFORE, it is agreed by City and Denovo as follows: 1. COMPENSATION The amount not to exceed of the Original Agreement is hereby amended by Eighteen Thousand Six Hundred Dollars ($18,600) to One Hundred Thousand Dollars ($100,000). 2. CONTRACTING PARTY The contracting party shall hereinafter be Denovo Ventures LLC. 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. 13-3899/100714 REST OF PAGE INTENTIONALLY LEFT BLANK AM H -97- :NT 3 Item 3. - 10 08/11 r 2013 02:26 3105070169 PAUL MCNULTV LIENOVO PAGE 02/02 IN WITNESS'WBEREOF, the parties hereto have caused this agreement to be executed by their authorized officcrs on A#A G DENOVO VENTURES LLC. a Colorado Limited Liability Company R . print name ITS: (circle one) ChairmnsdPresidmt(Vice Pmideat William .7. Apyltori of Financial one) Sn . Secretary -Td�'Ploirrll 1 1.4 I ■ ■ �r � 13.3899/100714 CITY OF HT, NI TR,TOTON BEACH, a municipal oorporaliuu u£tlle State Of TED AND Director APPROVED MT JO FORM: City Attorneys t"'r1V � -- 1— � Date: 2 Item 3. - 11 ATTI I1B _ _ NT 3 �� SYk alidT ,✓ - 'iAi sii- � li. ,'jyiT ,. iy i'���I{ � � �j� XY`i, Y'rf � �8� , C� h'� "`!'�� � ' : �� ; . "�'.� "r + � Y �x of 6 J ,� � �t ��..� �sa Se�'r" (�P' 'h. li'c N. i.2 ;ti F' ,�J l artiti'b 1 7� �{b F PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND AMX International, Inc. FOR ORACLE/JD EDWARDS UPGRADE - APPLICATION CONSULTING SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and , a AMX International, Inc., a private corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide Oracle/JD Edwards application consulting services; 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 these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Rob Marotta who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agred surfnedprofessional svcs 50 to 100 12-07 1 of 11 ATU H -89- NT 4 Item 3. - 12 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on June 29, 2012 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than 12 months from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all tenns and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Eighty One Thousand four hundred Dollars ($81,400). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional agree/ surfnet/professionai sves 50 to 100 12.07 2 of 11 Item 3. - 13 ATTJ HB -go- :NT 4 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) 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. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall agree/ surfnet/professional svcs 50 to 100 12-07 3 of 11 ATTI_91_:NT 4 Item 3. - 14 d apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above - mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. 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. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. 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. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that agree/ surfnedprofessional Svcs 50 to 100 12-07 4 of I 1 Item 3. - 15 AM 11B - 2- :NT 4 insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy 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. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agree/ surfnet1professional svcs 50 to 100 12-07 5 of 11 ATTJ_ _ NT 4 Item 3. - 16 11. 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 CITY. CONSULTANT shall secure at its own cost and 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 PROJECT and/or the services to be performed hereunder. 12. 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 the 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 CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as. set forth in Sections 9 and 10 hereinabove. agree/ surfnet/professional Svcs 50 to 100 12-07 6 of 11 Item 3. - 17 ATTI _ - NT 4 14. 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. 15. 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. 16, NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY 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, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Behzad Zamanian 2000 Main Street Huntington Beach, CA 92648 agree/ surfnedprofessional svcs 50 to 100 12-07 TO CONSULTANT: AMX International, Inc. ATTN: Jay Price 346 Grand Loop, Suiite # 100 Rexburg, ID 83440 7 of 11 AM HB -95-:NT 4 Item 3. - 18 17. CONSENT When CITY's consentlapproval is required under this Agreement, its consentlapproval for one transaction or event shall not be deemed to be a consentlapproval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and 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. 20. 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 agree/ surfnet/professimal Svcs 50 to 100 12-07 8 of 11 Item 3. - 19 ATTI HB -96-:NT 4 contrary to law, and wherever there is any conflict between any provision contained herein and any present or fiiture 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. 21. 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 duplicate original shall be deemed an original instrument as against any party who has signed it. 22. M&GRATION CONSULTANT shall be responsible for fiill 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. 23. 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. agree/ surfnedprofessional svcs 50 to 100 12-07 9 of 11 ATTJ - m m:NT 4 Item 3. - 20 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorneys fees from the .nonprevailing party. 25. SURVIVAL, Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature herehibelow has the power, authority and .right to bind their respective parties to each. of the terms of this Agreem.en.t, and shall indemn.i.fy CITY fully far any uijuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. CONSULTANT's Initials jW 28. ENUR:ETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, premises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that agree/ surfiiet/professionai sves 50 to 100 12.07 10 of 11 Item 3. — 21 ATTJ jj- - eNi 4 that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, [COMPANY NAaaEI AMX International, Inc. 346 Grand Loop, Ste. # 100, Rexburg, ID 83440 By:-----cz� print name ITS: (circle one) Charm resides ice President .ANI) print name ITS: (circle on Secretary hief Financial Officer/Asst. Secretary — Treasure agree! surfnet/professional Svcs 50 to 100 12-07 11 of I1 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California / , I/ " / City Manager INIT ED AND PR D: (r Infor ation Services Director Val/,- ' Q/V"I- I—L-/ Director of Finance APPROVED AS TO FORM: City Attorney Date T/ t S' % 'L� ty 1 ATTJ H _ _ -NT 4 Item 3. - 22 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND AMX INTERNATIONAL, INC. FOR ORACLE/JD EDWARDS UPGRADE - APPLICATION CONSULTING SERVICES Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance......................................................................................2 4 Compensation........................................................................................ ...........2 5 Extra Work..........................................................................:....................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents...........................................3 8 Hold Harmless.........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.....................................................................I.................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials..................................................................................7 16 Notices.........................................................................................7 17 Consent....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings ..................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees............ ........... ..................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law.........................................................................................................10 27 Signatories.................................................................................................................10 28 Entirety......................................................................................................................10 29 Effective Date...............................................................................I I Item 3. - 23 ATTA H - €1- N T 4 q10 11: y_ A. STATEMENT OF WORK: (Narrative of work to be performed) See attached Exhibit A 1 B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: See attached Exhibit Al C. CITY'S DUTIES AND RESPONSIBILITIES: See attached Exhibit Al D. WORK PROGRAM/PROJECT SCHEDULE: To be determined EXHIBIT A ATT, _I l _ NT 4 Item 3. - 24 EXHIBIT Al Task Kick-off meeting List of Business processes Test outcome document Available test scripts Analysis sessions Enhanced test scripts Responsible Party Deliverable HB &AMX Project Schedule/Plan HB Business Process Inventory HB Issues list HB Test Scripts AMX Analysis Document HB & AMX Net Change training & reconfiguration AMX Custom code & interface review HB & AMX UPK workshops Perform testing and fixing as needed Vendor fixes as needed by testers Go -Live Final meeting AMX HB & AMX AMX HB &AMX AMX& HB Inventory of test scripts, process Description Project plan and schedule Comprehensive list of all existing processes Result of user testing (questions) Compile all test scripts Review current environment, business processes, existing test scripts list, outcome of testing( AMX works with testers to build a complete inventory of questions/problems) process list, test scripts, and questions/problems Workshop Agendas, Workshop Net change training by area, working with project team Attendance list members to reconfigure if needed. AMX works with IS to fix interfaces and works with testers to test interfaces/custome code/reports Selected business process templates using UPK and UPK Hold UPK training sessions and show users how to build UPK Standards Document templates for important areas. Updated inventory of test HB staff perform testing and forward results to AMX for scripts, Issue List resolution faing/reconfiguring. Review issues list. AMX fixes/reconfigures as testers submit test result. Performs and independent readiness assessment to Readiness Assessment Report determine readiness for go -live. AMX in conjunction with HB documents go -live activities In a Go -Live Checklist form of a checklist Document to review project closing activities and next steps Project Closure Document such as remaining issues, future projects, etc. Item 3. - 25 ATTA T _1 2- NT 4 EDIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: See attached Exhibit B 1 B. Travel. Charges for time during travel are not reimbursable C. Biliina 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) 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 E) 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 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 and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. Exhibit B ATTA-13-NT 4 Item 3. - 26 5. Any billings for extra work or additional services authorized in advance and in writing 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. 2 Exhibit B Item 3. - 27 ATTj_1 -NT 4 EXHIBIT B1 Fee Proposal - (updated as of 5/9/12) The hollowing is an updated fee proposal and replaces the estimate that was provided earlier in our response to section F — Fee Proposal of our prior resubmission dated April 19, 2012. This estimate was updated based on our discussions on April 10, 2012 as well as an updated request from the City of Huntington Beach received on May 7, 2012. AMX is open to reviewing these estimates with your team and refining the hours further based on additional information or requirements. JDE 9.1 Upgrade - City of Huntington Beach Task Description Huntington Beach Estimated Hrs Revised AMX Hours Estimated Cost Project Planning 40 40 $ 6,600.00 Upgrade Analysis 16 16 $ 2,640.00 Net Change Training 120 120 $ 19,800.00 Custom Code Supports 40 40 $ 6,600.00 CNC & Security Workshop 0 0 $ - Deliverable Docs 20 20 $ 3,300.00 CRP Test Script and tuning (2-3 times) 40 60 $ 9,900.00 Testing 40 60 $ 9,900.00 Security Setup 0 0 $ - UPK 40 40 $ 6,600.00 Training Development - UPK 40 0 $ - Go -Live 60 60 $ 9,900.00 Post Go -Live 40 40 $ 6,600.00 AMX International estimated hours/cost 496 496 $ 81,840.00 Estimate Assumptions: 1) Project Planning only includes Project Plan, Communications Plan and Project Kick-off. 2) Net Change Training for all functional areas except for 32 hours of more in depth Payroll/HR Training. 3) No CNC support as part of this estimate or scope of work. 4) CRP Script and tuning on an as needed basis. HB responsible for development of scripts based on AMX feedback. AMX increased this item in our estimate based on prior customer experience. If the hours are not needed by the City's project team they will not be billed or can be spent in other areas as determined by the City. 5) HB responsible for Testing. AMX to provide 60 hours of support/issue resolution as needed. AMX Increased this item in our estimate based on prior customer experience. If the hours are not needed by the Gty's project team they will not be tilled or can be spent In other areas as determined by the City. 6) A typical AMX UPK Workshop is 24 hours in length and includes UPK training as well as guidance for standards related to content development. Our estimate has been increased to 40 hours which we feel is sufficient to include both the UPK Workshop as well as some ad -hoc development support, therefore we are removing the requested 40 hours of Training Development - UPK support from our estimate. 7) Custom Code Support could Include analysis for retrofits as well as development assistance if desired. 8) Go -Live Support on an as needed basis. 9) Post go -live support on an as needed basis. 10) Any item with a zero dollar cost in our estimate is considered not in AMX's scope for the project. 11)The above cost is fully burdened and includes a_y necessary travel -related expense. AIAMX 8 Fee Proposal ATTA _ - NT 4 Item 3. - 28 `i`'"n" CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 08/01/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Archibald Insurance Center CONTACT NAME: ]'Lean Wadsworth AX AHONN Ext. 208.356.4411 A No: 208.3$6.4420 E-MAIL lean-wadsworth@leavitt.com ADDRESS: .J 135 West Main P.O. Box 96 Rexburg, ID 83440 PUODOUMCER Ot 00042468 INSURER(S) AFFORDING COVERAGE NAIL# INSURED INSURER A: Travelers 41564 INSURERB: The Hartford Insurance Group A29424 AMX International, Inc. INSURER C : 346 Grand Loop INSURER D : Suite 100 INSURER E : Rexburg, ID 83440 INSURER F r'n1k/FzPAr-0F1R RFRTIFIRATF NI IMRFR• 77-1 { K•, KtVIJIUN NUIVItSt K: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MMIDDIY POLICY EXP MMIDDNYYY LIMITS GENERAL LIABILITY ZLP11N4659 07/1712012 07/17/2013 EACH OCCURRENCE S 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISEDAMAGE S Ea occurrence)0 RENTED S 500,00( MED EXP (Any one person) $ 10,00( CLAIMS -MADE [ X ] OCCUR PERSONAL 8, ADV INJURY $ 1,000,001 A X GENERAL AGGREGATE $ 2,000,00( GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG S 2,000,00( $ POLiCYF_J JECTPRO- PRO- OC AUTOMOBILE LIABILITY BAlC043623 0711712012 07117/2013 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ A X SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (Per accident) $ X NON-0WNED AUTOS UMBRELLA LIAB OCCUR . ZUP11NO551 07/1712012 07/17/2013 EACH OCCURRENCE S 3,000,000 AGGREGATE S A EXCESS LIAB HCLAIMS-MADE DEDUCTIBLE $ S X RETENTION $ 10, 00 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N I A 34WETD755 07/0112012 07/01/2013 NVC STATU- OTH- TORY LIMIT ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE S 19000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below Liability ZLP11N04659 07/17/2012 0711712013 $2,000,000 occurrence A rrofessional $2,000,000 aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) s per written contract, City of Huntington Beach, its directors, elected or appointed officers, mployees, agents and volunteers are included as Additional Insured as respects to eneral Liability and Automobile Liability. Insurance is primary and non-contributory and CERTIFICATE HOLDER CANGtLLA I IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach AUTHORIZED REPRESENTATIVE 2000 Main Street Huntington Beach, CA 92648 Kami Summers/KASUMM ©1988-2009 A ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACOI Item 3. - 29 ATTA-1 - NT 4 0CIO l hL Y' Mats reserved. IEN �J A. PATH, City Attoemy B aul I�'�esae y-, n.-. ►..,.._ -* ACORDM AGENCY CUSTOMER ID: 00042468 LOC #: ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Archibald Insurance Center AMX International, Inc. POLICY NUMBER Suite 100 Rexburg, ID 83440 CARRIER jr!7Ell ECTIVE DATE: AnnIT1(1AIA1 RFMARICR Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: ACORD Certificate of Liability Insurance CERTIFICATE HOLDER: City of Huntington Beach Garage Liability INSR ADD'L SUBR LTR INSRD WVD POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE (MMIDO/YY) LIMITS AUTO ONLY - EA ACCIDENT 5 ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ Automobile Liability Excess/Umbrella Liability Other Liability POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER DATE (MMIDD/YY) DATE (MMIDD/YY) POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DDIYY) POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES waiver of subrogation in regards to the workers compensation applies LIMITS S LIMITS ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ATTa _1 '7-NT 4 Item 3. - 30 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEN® ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage — Exception To Expected Or Intended Injury Exclusion B. Non -Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured — Employees And Volunteer Workers — First Aid G. Who Is An Insured — Employees — Supervisory Positions H. Who Is An Insured — Newly Acquired Or Formed Organizations 1. Blanket Additional Insured — Owners, Managers Or Lessors Of Premises PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE — EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2., of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the in- sured. This exclusion does not apply to "bod- ily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. B. NON -OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. J. Blanket Additional Insured — Lessors Of Leased Equipment K. Blanket Additional Insured — Persons Or Organi- zations For Your Ongoing Operations As Re- quired By Written Contract Or Agreement L. Blanket Additional Insured — Broad Form Vendors M. Who Is An Insured — Unnamed Subsidiaries N. Who Is An Insured — Liability For Conduct Of Un- named Partnerships Or Joint Ventures O. Contractual Liability — Railroads P. Knowledge And Notice Of Occurrence Or Offense Q. Unintentional Omission R. Blanket Waiver Of Subrogation of SECTION i — COVERAGES — COVERAGE A BODILY INJURY_ AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION 1 — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY. - This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. CG D4 17 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 6 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. Item 3. - 31 ATTi_ - NT 4 COMMERCIAL GENERAL LIABILITY D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Para- graph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I — COVERAGES - COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- ITY: Exclusions c., g. and h., and Paragraphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I — Cover- age A — Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion — All Pollution Injury Or Damage or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as de- scribed in Paragraph 6. of Section III — Limits Of Insurance. 3. The following replaces Paragraph 6. of SEC- TION III — LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $100,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property dam- age" to: a. Any premises while rented to you or tem- porarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1)(b) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV — COMMERCIAL GENERAL LIABILITY CON- DITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. F. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — FIRST AID 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "employees" or "volunteer workers", other than an employed Page 2 of 6 © 2008 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office, Inc. with its permission. CG D4 17 07 08 ATTA _1 _ NT 4 Item 3. - 32 or volunteer doctor, in providing or failing to provide first aid or "Good Samaritan services" to a person. 2. The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of pro- viding or failing to provide first aid or "Good Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed by any of your "employ- ees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. G. WHO IS AN INSURED — EMPLOYEES — SU- PERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal injury" to a co - "employee" in the course of the co -"employee's" employment by you arising out of work by any of your "employees" who hold a supervisory posi- tion. H. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED ORGANIZATIONS - The following replaces Paragraph 4. of SECTION II — WHO IS AN INSURED: 4. Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner COMMERCIAL GENERAL LIABILITY or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insur- ance which provides similar coverage to that organization. However: a. Coverage under this provision is af- forded only:. (1) Until the 180th day after you ac- quire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will continue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that oc- curred before you acquired or formed the organization; and c. Coverage B does not apply to "per- sonal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the organization. I. BLANKET ADDITIONAL INSURED — OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the owner- ship, maintenance or use of that part of any prem- ises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or CG D4 17 07 08 © 2008 The Travelers Companies, Inc. Includes the copyrighted material of insurance Services Office, Inc. with its permission. Page 3 of 6 Item 3. - 33 ATTA - o_ Ni 4 COMMERCIAL GENERAL LIABILITY b. Structural alterations, new construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. J. BLANKET ADDITIONAL INSURED — LESSORS OF LEASED EQUIPMENT The following is added to SECTION 11 — WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liabil- ity for "bodily injury", "property damage", "per- sonal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agree- ment applies or the acts or omissions of any person or organization performing such op- erations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence' that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide in the written contract or agreement, or the limits shown in the Declarations, which- ever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (6) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. L. BLANKET ADDITIONAL INSURED — BROAD Coverage under this provision does not apply to: FORM VENDORS a. Any person or organization from whom you The following is added to SECTION 11 — WHO IS have acquired "your products", or any ingre- AN INSURED: Page 4 of 6 © 2008 The Travelers Companies, Inc. CIS D4 17 07 08. Includes the copyrighted material of Insurance Services Office, Inc. with its permission. ATTA .. 1 - NT 4 Item 3. - 34 dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. M. WHO IS AN INSURED — UNNAMED SUBSIDI- ARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named In- sured in the Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other insurance. No such subsidiary is an insured for "bodily injury' or "property damage" that occurred, or "personal injury' or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO IS AN INSURED — LIABILITY FOR CON- DUCT OF . UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II — WHO IS AN INSURED: No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section II —Who Is An Insured. O. CONTRACTUAL LIABILITY — RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract' in the DEFINI- TIONS Section: c. Any easement or license agreement; COMMERCIAL GENERAL LIABILITY P. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II —Who Is An Insured: (1) Notice to us of such 'occurrence" or of- fense must be given as soon as practica- ble only after the 'occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an 'occurrence" or offense. (2) If you area partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any part- nership or joint venture; (ii) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or 2. Paragraph f.(1) of the definition of "insured (b) Any "employee" authorized by such contract' in the DEFINITIONS Section is de- partnership, joint venture, limited li- leted. ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. CG D4 17 07 08 © 2008 The Travelers Companies, Inc. Page 5 of 6 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. Item 3. - 35 ATTA li--1 2- NT 4 COMMERCIAL GENERAL LIABILITY (3) Notice to us of such "occurrence" or of- The unintentional omission of, or unintentional fense will be deemed to be given as soon error in, any information provided by you which as practicable if it is given in good faith as we relied upon in issuing this policy will not preju- soon as practicable to your workers' dice your rightsunder this insurance. However, compensation insurer. This applies only if this provision does not affect our right to collect you subsequently give notice to us of the additional premium or to exercise our rights of "occurrence" or offense as soon as prac- cancellation or nonrenewal in accordance with ticable after any of the persons described applicable insurance laws or regulations. in Paragraphs e. (1) or (2) above discov- R. BLANKET WAIVER OF SUBROGATION ers that the "occurrence" or offense may result in sums to which the insurance The following is added to Paragraph 8., Transfer provided under this Coverage Part may Of Rights Of Recovery Against Others To Us, apply. of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS: However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. Q. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. Page 6 of 6 © 2008 The Travelers Companies, Inc. CG D4 17 07 08 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. ATTA HB - l - NT 4 Item 3. - 36 City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk February 5, 2014 Denovo Ventures, LLC Attn: Ron English, CEO 28202 Cabot Rd., Ste 300 Laguna Niguel, CA 92677 Dear Mr. English: Enclosed for your records is a copy of the "Amendment No. 3 to Professional Services Contract Between the City of Huntington Beach and Denovo Ventures, LLC for Oracle/JD Edwards Upgrade —Application Consulting Services." Sincerely, JF:pe Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand Dept. ID FN 13-014 Page 1 of 2 Meeting Date: 9/16/2013 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 9/16/2013 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Lori Ann Farrell, Director of Finance SUBJECT: Approve and authorize execution of Amendment No.2 to the Professional Services Contract with Denovo Ventures LLC (formerly AMX International, Inc.), Oracle/JD Edwards Upgrade Consultants, in the amount of $81,400 for a total contract amount not to exceed $181,400, for additional application consultant services Statement of Issue: City Council approval is requested to amend the professional service contract with Denovo Ventures LLC (formerly AMX International, Inc.), the City's Oracle/JD Edwards (JDE) Upgrade Consultants, to $181,400 for additional financial software application consultant services. Financial Impact: This action will result in an $81,400 increase in the three-year contract amount with Denovo from $100,000 to $181,400. Sufficient appropriations are available in the General Fund Finance Department Budget (Business Unit 10035205) in FY 2012/13 to support these costs. Recommended Action: Approve and authorize the Mayor and City Clerk to execute the "Amendment No. 2 to Professional Services Contract Between the City of Huntington Beach and Denovo Ventures, LLC, for Oracle/JD Edwards Upgrade —Application Consulting Services." Alternative Action(s): Do not approve the recommendation and direct staff accordingly. Analysis: The City of Huntington Beach is currently undergoing an upgrade of its enterprise financial software system, Oracle JD Edwards (JDE), from OneWorld Xe to the current release 9.1. The current version of JDE was implemented approximately 14 years ago and has not received any major upgrades since its installation. The City has been advised by Oracle that the current version of JDE that the City utilizes is no longer viable and will no longer support key operational functions as we have not implemented updates to the system that ensure continued functionality of the software. A contract is in place with Denovo Ventures, LLC (Denovo) for application consulting services to assist the City with the upgrade project in the amount of $100,000. An increase of $81,400 for an amended contract total of $181,400 is required to ensure completion of the JDE upgrade project and the continued functionality of the City's financial software system that performs all of the City's financial operations including maintaining the City's General Ledger, payroll, budget monitoring, HB -231- Item 12. - 1 Dept. ID FN 13-014 Page 2 of 2 Meeting Date: 9/16/2013 accounts payable, accounts receivable, and myriad other financial functions, as well as, interfaces with citywide payment systems such as the Utility system for utility billing. The planned go -live date for the new version of JDE is November 4, 2013. Additional funding is required at this time to trouble -shoot and resolve critical implementation issues that have been identified and must be resolved in order to meet the projected go -live date. Staff is recommending an increase in the contract for Denovo of $81,400. Adequate appropriations are available in the Finance Department's FY 2012/13 General Fund Budget (business unit 10035205) to accommodate the additional application consulting work required. Environmental Status: N/A Strategic Plan Goal: Improve Long -Term Financial Sustainability Attachment(s): 1. Amendment No. 2 to Professional Services Contract Between the City of Huntington Beach and Denovo Ventures, LLC, to perform for Oracle/JD Edwards Application Consulting Services. 2. Certificate of Insurance. 3. Amendment No. 1 to Professional Services Contract with Denovo Ventures, LLC, to perform for Oracle/JD Edwards Application Consulting Services. 4. Original Professional Services Contract with Denovo, dated June 29, 2012. Item 12. - 2 HB -232- DocuSign Envelope ID: 28C3FE78-9E5C-4427-AD70-5F28CCA940A7 AMENDMENT NO. 2 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON REACH AND DENOVO VENTURES, LLC FOR *RACLE/JD EDWARDS UPGRADE — APPLICATION CONSULTING SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and DENOVO VENTURES LLC (formerly AMX International, Inc.), a Colorado Limited Liability Company, hereinafter referred to as "Denovo." VJIEREAS, City and AMX International, Inc. are parties to that certain agreement dated June 29, 2012, entitled "Professional Services Contract Between the City of Huntington Beach and -A—NiX International, Inc. for Oracle/JD Edwards Upgrade— Application Consulting Services,.' which agreement shall hereinafter be referred to as the "Original Agreement," and Amendment No. 1, amending the amount of compensation and the contracting party to Denovo Ventures, LLCI, was entered into August 29, 2013; City and Denovo wish to amend1the compensation amount not to exceed of Amendment No. I to the Original Agreement, NOV7, THEREFORE, it is agreed by City and Denovo as follows: COMPENSATION The amount not to exceed of Amendment No. 1 to the Original Agreement is hereby amended by Eight -One Thousand, Four Hundred Dollars ($81,400) to One Hundred Eighty -One Thousand, Four Hundred Dollars ($191,400). 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. REST OF'PAGE INTENTIONALLY LEFT BLANK 13-3899/100907 DocuSign Envelope ID: 28C3FE78-9E5C-4427-AD70-5F28CCA940A7 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on 16 .2013. DENOVO VENTURES LLC. a Colorado Limited Liability Company DoouSigned by: By: 3C12D900ACFC4B1... Paul D. MCNult print name ITS: (circle one) Chairman/President/Vice President AND DocuSigned by: B y : 7D084337i331 D402... wil l.�ai„ u. —1 i—v print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer CITY OF HUNTINGTON BEACH; a municipal corporation of the State of Califo 'a chxwzj &t4s*� Mayor r' t��1 , Clerk `....., .�'. INIT TED AND APPROVED: InfOrnation Services Director wol"'L4�!A &6A1111-e4 hector of Finance APPROVED A T FORM: ,-C,CityA o ey :'° -- Date: 13-3899/100907 2 CITY OF HUNTINGTON BEACH Professional Service Approval Form Amendment ## 2 1. Date Requested: 8/21/2013 2. Contract Number to be Amended: IS 2012-014 3. Department: Finance 4. Requested By: Behzad Zamanian 5. Name of Consultant: Denovo 6. Amount of Original/Prior Contract: $100,000.00 7. Additional Compensation Requested: $181,400.00 8. Original Commencement Date: 6/29/2012 9. Original Termination Date: 6/29/2015 10. Extended Date Requested: N/A 11. Reason for Contract Amendment: Additional Application Consulting work is required to complete the JDE upgrade project. 12. Are sufficient funds available to fund this contract? Yes ® No ❑ 13. Business Unit and Object Code where funds are budgeted: 10035205.69300 Department Head Signature Director of Finance (or designee) Signature 5`7 1.) n 0 September 21, 2012 City of Huntington Beach Attn: Behzad Zamanian, Business Systems Manager 2000 Main Street Huntington Beach, CA 92648 Dear Mr. Zamanian, I am pleased to notify you that effective Thursday, September 13, 2012, Denovo Ventures LLC, a Colorado Limited Liability Company (Denovo) and AMX International, Inc. (AMX) completed the sale of AMX's assets to Denovo. Included was their contract with you for providing IT professional services. The consultants assigned to work on your account will continue to support you now as Denovo consultants, so we do not anticipate any impact to the level or quality of service you previously received. I appreciate you verbally approving assignment so we could proceed with the transaction. As your contract calls for written consent, if you would execute the attached "Assignment Consent" authorization, we will be in compliance with the Terms and Conditions. Scott Sears, former VP Sales at AMX, will now have responsibility for Denovo's Public Sector Business Unit which represents our largest customer group. In this capacity he will be your executive champion here at Denovo with the responsibility to ensure your needs are met and our performance meets or exceeds your expectations and our commitments. Marce Ahrenberg will continue to be your account executive and your internal champion here at Denovo. They will be introducing other members of the Denovo team in the coming weeks as appropriate. Marce will be following up with your team to ensure the necessary administrative changes are made. But, if you have any questions or I can be of service in any way, please do not hesitate to contact me directly. Best regards, Ron English CEO www.Denovo-us.com 949.365.5835 Office 949.291.9437 Cell Platinum Page 2 Deno Contract Assignment Authorization City of Huntington Beach, CA ("Client") hereby consents to an assignment by AMX International, Inc. ("AMX") to Denovo Ventures LLC ("Denovo") of all of its rights and obligations under the Professional Services Contract for JDE-Oracle Upgrade Support 2012 dated _June 29, 2012 ; AMX Java Code Update Contract 2012 dated September 1. 2012 ; and PO #18255-OP dated August 12, 2012 (including all amendments, modifications and related statements of work, if applicable) between Client and AMX. Client agrees that, having received this written notice from Denovo that the transaction has closed and the contract has been assigned to Denovo, all payments to be made by Company to AMX under such contract shall be made to Denovo after the date hereof. By: Printed Name: Title: Date: Payment Information By Check: Denovo Ventures LLC Accounts Payable 28202 Cabot Rd. Suite 300 Laguna Niguel, CA 92677 Denovo FEIN 51-0453048 By ACH: American Business Bank 523 W. 61h St., Suite 900 Los Angeles, CA 900014 ABA #122042807 Act #01133985 ATTACHMENT #2 - ®® ACERTIFICATE ®F LIA►BILITY INS NCE DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER TechServe Alliance Services Corp. 1420 King Street; Suite 610 Alexandria, VA 22314 CONTACT NAME: Theresa Punsalan PHONE A/C No Ext : 703.838.205 FAX A/c No): 703.997.7727 E-MAIL ADDRESS: unsal n techserve Iliance.or INSURERS AFFORDING COVERAGE NAIC# INSURERA: OneBe con Insurance Company 21970 www.techservealliance.org INSURED Denovo Ventures, LLC. INSURER B: Hartford Fire Insurance Co. 19682 6328 Monarch Park Place INSURERC: INSURERD: Niwot CO 80503 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 17372528 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL R SUBR D POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DDIYYYY LIMITS A GENERAL LIABILITY V 711011900 5/1/2013 5/1/2014 EACH OCCURRENCE $ 1,000,000 ✓ COMMERCIAL GENERAL LIABILITY PREMISESOEa o currence) $ 300,000 CLAIMS -MADE �✓ OCCUR MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OPAGG $ 2,000,000 $ ✓ POLICY PE LOC A AUTOMOBILE LIABILITY ✓ 711011900 5/1/2013 5/1/2014 COMBINED SINGLE LIMIT $ 1,000 000 BODILY INJURY (Per person) $ ANY AUTO ✓ ALL OWNED SCHEDULED AUTOS AUTOS TO BODILY INJURY (Per accident) $ PROPERTYDAMAGE $ ✓ ✓ ✓ NON -OWNED HIREDAUTOS DAUTOSdent) Comprehensive Ded: $500 Collision Ded: $500 T? *.Gr*�'�� $ $ A ✓ UMBRELLA LIAB K OCCUR 711011900 5/1/2013 5/1/2014 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED L—VI RETENTION $10,000 $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N / A WC STATU- OTH- 70RY LIMITSI ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $ A E&O/Professional Liab Claims Made 711011900 5/1/2013 5/1/2014 $5,000,000 Ea Claim/$5,000,000 Aggregate B Crime - Blanket 3rd Party OOTP026360912 5/1/2013 5/1/2014 $1,000,000 Ea Occurrence A Netwk Security & Data Privacy Liab 1 1 1711011900 5/1/201 5/1/2014 $1,000,000 Ea laim/ 1 000 000 Augreciate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) As per written contract, City of Huntington Beach, its directors, elected or appointed officers, employees, agents and volunteers are Included as Additional Insured as respects to General Liability and Automobile Liability. Insurance is primary and non-contributory on the above captioned policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityy of Huntington Beach 2000 Main Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach CA 92648 AUTHORIZED REPRESENTATIVE J/ Mark B. Roberts ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD CERT NO.: 17372528 Chris Jones 8/22/2013 7:05:35 AM Page 1 of 3 POLICY NUMBER: 711011900 INSURED: Denovo Ventures, LLC. 6328 Monarch Park Place COMMERCIAL AUTO 8/22/2013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED DESIGNATED PERSON OIL ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM TRUCKERSCOVERAGEFORM Name and Address or Person or Organization: City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 A. The person or organization shown in the schedule is included as an insured but only if liable for the conduct of an "insured" and only to the extent of that liability. B. CANCELLATION 1. If we cancel the policy, we will mail or deliver notice to such person or organization in accordance with the Common Policy Conditions, 2. If you cancel the policy, we will mail or deliver notice to such person or organization. 3. Cancellation ends this agreement. BU 11 14 (1-93) Created at www.eCertsOnline.com CERT NO.: 17372528 Chris Jones 8/22/2013 7:05:35 AM Page 2 of 3 Denovo Ventures, LLC. 6328 Monarch Park Place POLICY NUMBER:711011900 8/22/2013 COMMERCIAL GENERAL LIABILITY CG 20 10 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II — Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations per- formed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to "bodily in- jury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the addi- tional insured(s) at the site of the cov- ered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of the same project. If you are required by written contract to provide primary insurance, then this policy shall be primary and not contributory with any other insurance available to the additional insured named in the schedule above. Form CG0001 Commercial General Liability Coverage (but only Section IV. Paragraph 4., subparagraph b) is amended accordingly and shall not apply with respect to coverage provided for the Additional Insured named above in the schedule. CG20101001 0 ISO Properties, Inc., 2000 Page 1of1 CERT NO.: 17372528 Chris Jones 8/22/2013 7:05:35 AM Page 3 of 3 POLICY NUMBER: 711011900 COMMERCIAL AUTO INSURED: Denovo Ventures, LLC. 8/2212013 6328 Monarch Park Place THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM Name and Address or Person or Organization: City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 A. The person or organization shown in the schedule is included as an insured but only if liable for the conduct of an "insured" and only to the extent of that liability. B. CANCELLATION 1. If we cancel the policy, we will mail or deliver notice to such person or organization in accordance with the Common Policy Conditions. 2. If you cancel the policy, we will mail or deliver notice to such person or organization. 3. Cancellation ends this agreement, BU 1114 (1-93) Created at www.cCertsOnae.com CERT NO.: 17372528 Chris Jones 8/22/2013 7:05:35 AN Page 2 of 3 HB -239- Item 12. - 9 i -- -- , --- - t_ AMENDMENT NO. I TO PROFESSIONAL SERVICES CONTRACT BETWEEN TEE CITE' OF H NTINGTON BEACH AND - — AMX INTERNATIONAL, INC. FOR ORACLE/JD EDWARDS UPGRADE — APPLICATION CONSULTING SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and DENOVO VENTURES LLC (formerly AMX International, Inc.), a Colorado Limited Liability Company, hereinafter referred to as "Denovo." WHEREAS, City and AMX International, Inc. are parties to that certain agreement dated June 29, 2012, entitled "Professional Services Contract Between the City of Huntington Beach and AMX International, Inc. for Oracle/JD Edwards Upgrade — Application Consulting Services," which agreement shall hereinafter be referred to as the "Original Agreement," and AMX International, Inc. was acquired by Denovo Ventures LLC on September 13, 2012; and City and Denovo wish to amend the compensation amount not to exceed of the Original Agreement, NOW, THEREFORE, it is agreed by City and Denovo as follows: COMPENSATION The amount not to exceed of the Original Agreement is hereby amended by Eighteen Thousand Six Hundred Dollars ($18,600) to One Hundred Thousand Dollars ($100,000). 2. CONTRACTING PARTY The contracting party shall hereinafter be Denovo Ventures LLC. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. REST OF PAGE INTENTIONALLY LEFT BLANK 13-3899/100714 88/27/2013 02:28 3105070169 PAUL MCHULTV DENOVO PAGE 62/02 IN WITNESS WHEREOF, the parties hereto have caused this agreemc t to 3be executed by their autbDorized of r-ors on fiN G DENOVO 'VENTURES LLC. a Colorado Limited Liability Campany print name ITS: lcirc(e one) Chah=VPresidcaWice Pmideztt wi11iam J. zyltoza print Ascae (circle one) S=etary 'e£Fitaa Gal 0Mee sst. Secretary - Trrasur CITY OF H NI TMGTON BEACH a municipal gwporatiou u£the State Of TED AND Director APPROVED AS TO FORM: *ity ,A.PPROVFD:City Atttxmeyj ff-N ler Date: 13-3999/100714 ® �e JJ CONTRACTS SUBMITTAL TO CIiY CLERK'S OFFICE To: JOAN FLYNN, City Clerk Name of Contractor: AIVIX International Inc. Purpose of Contract: Oracle/JD Edwards Upgrade— Application Consulting Services Amount of Contract: $81,400 Copy of contract distributed to: The original insurance ertificate/waiver distributed Initiating Dept. to Risk Management Finance Dept. ORIGINAL bonds sent to Treasurer ❑ yC. v C Date: �o _ N a/Extension ' lty Attorney's Office X, 1Aq /'�O/J-- G:Attyl isc/Contract Forms/City Clerk Transmittal xB -243- Item 12. - 13 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND AMX International, Inc. FOR ORACLE/JD EDWARDS UPGRADE - APPLICATION CONSULTING SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and , a AMX International, Inc., a private corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide Oracle/JD Edwards application consulting services ; 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 these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Rob Marotta who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/ surfnet/professional svcs 50 to 100 12-07 1 of 11 Item 12. - 14 HB -244- 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on June 29, 2012 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein, All tasks specified in Exhibit "A" shall be completed no later than 12 months from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B,'r which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Eighty One Thousand four hundred Dollars ($81,400). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional agree/ surfnedproressional secs 50 to 100 12-07 2 of 11 HB -245- Item 12. - 15 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARNI1LESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) 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 willfbI misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall agree/ surfnet/professional svcs 50 to 100 12-07 3 of 11 Item 12. - 16 HB -246- apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above - mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. 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. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. 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. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that agree) surfncyprofessionnl Svcs 5010 100 12-07 . 4 of 11 HB -247- Item 12. - 17 insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall; A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy 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. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agree) surfnetiprofessional svcs 50 to 100 1 z-07 5 of 11 Item 12. - 18 HB -248- 11. 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 CITY. CONSULTANT shall secure at its own cost and 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 PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANTS services hereunder at any time with or without cause, and whether or not the 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 CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13, ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as.set forth in Sections 9 and 10 hereinabove. agree/ sudbedprofessional svcs 50 to 100 12-07 6 of 11 HB -249- Item 12. - 19 14. 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. 15. 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 Govemunent Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY 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, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Behzad Zamanian 2000 Main Street Huntington Beach, CA 92648 agree/ surfnet1professional secs 50 to 100 u2-07 7of11 TO CONSULTANT: AMX International, Inc. ATTN: Jay Price 346 Grand Loop, Suiite #100 Rexburg, ID 83440 Item 12. - 20 HB -250- 17. CONSENT When CITY's consent/approval is required under this Agreement, its consentlapproval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18, MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and 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. 20. 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 agee/ surfnet/professimW Svcs 50 to 100 12-01 . 8 of 11 HB -2 s 1- Item 12. - 21 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. 21. 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 duplicate original shall be deemed an original instrument as against any party who has signed it. 22. JIVMGRATION 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. 23. 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. ag=/ surfneUprofessional svcs SO to loo 12-07 9 of 11 Item 12. - 22 xB -252- 24. ATTORNEV S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL. Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature .herei nbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fiilly for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. CONSULTANT's Initials JP 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each laas had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that agree/ surfiiet/professional sues 50 to 100 I2-07 10 of 11 HB -253- Item 12. - 23 that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, [Com1PANYNaws]AMX International, Inc. 346 Grand Loop, Ste. #100, Rexburg, ID 83440 By: U ay ti<' print name rrS: (circle one) Chaim siden ice President AND ��awz1 C��rk print name ITS: (cHrleOno Secretary hiefFinancialOfficer/Asst. Secretary — Trea, agree/ surfnet/professional svcs Soto 100 12.07 11 of 11 CITY OF HUNTINGTON BEACH, a municipal corporation ofthe'State of California / , A // " / City Manager IN ` D AND PR D: v Infor ation Services Director G/al" - 021M Director of Finance APPROVED AS TO FORM: City Attorney Date Item 12. - 24 1 HB -254- PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND AMX INTERNATIONAL, INC. FOR ORACLE/JD EDWARDS UPGRADE - APPLICATION CONSULTING SERVICES Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance............................................................................................2 3 Term; Time of Performance....................................................................................2 4 Compensation........................................................................................ ..........2 5 Extra Work...............................................................................................................2 6 Method of Payment..............................................................................................3 7 Disposition of Plans, Estimates and Other Documents...........................................3 8 Hold Harmless.........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor.........................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation..................................................................................6 14 Copyrights/Patents.............................................................................................7 15 City Employees and Officials................................................................................7 16 Notices.........................................................................................7 17 Consent.................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings..................................................................................................8 20 Interpretation of this Agreement............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited.............................................................9 24 Attorney's Fees...........................................................................................I.........10 25 Survival................................................................ ......... ...................... I ......... I ........... .10 26 Governing Law........................................................................................................10 27 Signatories................................................................................................................10 28 Entirety.....................................................................................................................10 29 Effective Date............................................................................... I I HB -255- Item 12. - 25 4.:11. A. STATEMENT OF WORK: (Narrative of work to be performed) See attached Exhibit Al B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: See attached Exhibit Al C. CITY'S DUTIES AND RESPONSIBILITIES: See attached Exhibit Al D. WORK PROGRAM/PROJECT SCHEDULE: To be determined EXHIBIT A Item 12. - 26 HB -256- EXHIBIT Al Task Responsible Party Deliverable Descrlotlon Kick-off meeting HB &AMX Project Schedule/Plan Project plan and schedule List of Business processes HB Business Process inventory Comprehensive list of all existing processes Test outcome document HB Issues List Result of user testing (questions) Available test scripts HB Test Scripts Compile all test scripts Review current environment, business processes, existing Analysis Sessions AMX Analys(s Document testscripts Inventory of test scripts, process list, outcome of testing( AMX works with testers to build a complete Inventory of Enhanced test scripts HB & AMX questions/problems) process list, test scripts, and questlons/problems Workshop Agendas, Workshop Net change training by area, working with project team Net Change training & reconfiguration AMX Attendance Ust members to reconfigure If needed. AMX works with IS to fix Interfaces and works with testers to Custom code &Interface review HB &AMX test interfaces/custome code/reports Selected business process templates using UPK and UPK Hold UPK training sessions and show users how to build UPK UPK workshops AMX Standards Document templates for important areas. Updated Inventory of test HB staff perform testing and forward results to AMX for Perform testing andflxing as needed HB &AMX scripts, Issue List resolution fixing/reconfiguring. Review issues list. AMX fixes/reconfigures as testers submit test result. Performs and Independent readiness assessment to Vendor fixes as needed by testers AMX Readiness Assessment Report determine readiness for go -five. AMX in conjunction with H B. documents go -live activities In a Go -Live HB & AMX Go-Uve Checklist form of a checklist Document to review project closing activities and next steps Final meeting AMX & HB Project Closure Document such as remaining issues, future projects, etc. HB -257- Item 12. - 27 EXffiBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hotnly rate and cost schedule: See attached Exhibit B I B. Travel. Charges for time during travel are not reimbursable C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) include a certification by a principal member of CONSULTANTs firm that the work has been performed in accordance with the provisions of this Agreement; and E) 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 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 and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 1 Exhibit B Item 12. - 28 HB -258- 5. Any billings for extra work or additional services authorized in advance and in writing 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. 2 Exhibit B xB -259- Item 12. - 29 EXHIBIT B1 Fee Proposal - (updated as of 5/9/12) The following is an updated fee proposal and replaces the estimate that was provided earlier In our response to section F — Fee Proposal of our prior resubmission dated April 19, 2012. This estimate was updated based on our discussions on April 10, 2012 as well as an updated request from the City of Huntington Beach received on May 7, 2012. AMX Is open to reviewing these estimates with your team and refining the hours further based on additional Information or requirements. JDE 9.1 Upgrade -City of Huntington Beach Task Descri tion Huntington Beach Estimated Hrs Revised AMX Hours Estimated Cost Project Planning 40 40 $ 6,600.00 Upgrade Analysis 16 16 2,640.00 Net Change Training 120 120 $ 19,800.00 Custom Code Supports 40 40 $ 6,600.00 CNC &Security Workshop 0 0 $ - Deilverable Docs .20 20 $ 3,300.00 CRP Test5cri tancitunin (2-3times) 40 60 $ 9,90000 Testing 40 60 $ 9,900.00 Security Setup 0 0 $ - UPK 40 40 $ 6 600.00 Training Development -UPK 40 0 $ - Go -Live 60 60 $ 9,900.00 Post Go- Uve 40 40 $ 6,600.00 AMX International estimated hours/cost 496 496 $ 83,840.00 Estimate Assumptions: 1) Project Planning only includes Project Plan, Communications Plan and Project Kick-off. 2) Net Change Training for all functional areas except for 32 hours of more In depth Payroll/HR Training. 3) No CNC support as part of this estimate or scope of work. 4) CRP Script and tuning on an as needed basis. HB responsible for development of scripts based on AMX feedback. AMX Increased this item In our estimate based on prior customer experience. If the hours are not needed by the City's project team they will not be billed or can be spent in other areas as determined by the City. 5) HB responsible for Testing. AMX to provide 60 hours of support/issue resolution as needed. AMX Increased this item In our estimate based on prior customer experience, If the hours are not needed by the Gty's project team they will not be billed or can be spent In other areas as determined by the City. 6) A typical AMX UPK Workshop is 24 hours In length and Includes UPK training as well as guidance for standards related to content development. Our estimate has been increased to 40 hours which we feel Is sufficient to Include both the UPK Workshop as well as some ad -hoc development support, therefore we are removing the requested 40 hours of Training Development - UPK support from our estimate. 7) Custom Code Support could Include analysis for retrofits as well as development assistance If desired. 8) Go -Live Support on an as needed basis. 9) Post go-llve support on an as needed basis. 10) Any item with a zero dollar cost in our estimate Is considered not In AMX's scope for the project. 11)The above cost Is fully burdened and includes aW necessary travel -related expense. /1 C AMX B Fee Proposal Item 12. - 30 xB -260- CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 08/01/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Archibald Insurance Center 135 West Main CONTACT NAME: ,7 ' Lean Wadsworth PHONE 208.35b.4411 FAX 208.35b,4420 AIC No Ed ; A. No EADDRMAIL SS: lean-wadsworth@leavitt,com PlvoDocER 00042468 P.O. Box 96 Rexburg, ID 83440 INSURER(S) AFFORDING COVERAGE NAIC# INSURED AMX International, Inc. 346 Grand Loop Suite 100 Rexburg, ID 83440 INSURER A : Travelers 41564 INSURERS: The Hartford Insurance Group A29424 INSURERC: INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 12-13 KS REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUB WVD POLICY NUMBER POLICY EFF MMIDD POLICY EXP MMIDDA-M LIMITS GENERAL LIABILITY ZLPl IN4659 07/17/2012 07/17/2013 EACH OCCURRENCE S 1,000,00 X COMMERCIAL GENERAL LIABILITY AMA E 7 RE E PREMISES occurrencea S 5OO OO CLAIMS-MADE I OCCUR W MED EXP (Any one person) S lO OO PERSONAL&ADV INJURY $ 1,000 00 A X GENERAL AGGREGATE 1 $ 2,000,000 GEML AGGREGATE LIMIT APPLIES PER: PRODUCTS- C0MP10P AG S 2,000,000 POLICY PECaT LOC S AUTOMOBILE LIABILITY BAIC043623 07/17/2012 07/17/2013 COMBINED SINGLE LIMIT 5 (Ea acckW) 1,000,00 ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ A SCHEDULED AUTOS PROPERTYDAMAGE ; X HIREDAUTOS (Peracddent) S X NON-OWNEDAUTOS S UM BRELLA UAB OCCUR. ZUP11NOSSI 07/17/2012 07/17/2013 EACH OCCURRENCE S 3, 000, 00110 AGGREGATE S A EXCESS LIAB CLAIMS -MADE DEDUCTIBLE S X RETENTION $ 10, 00(i S WORKERS COMPENSATION 34WETD755 O710112012 07/01/2013CRY OTH- TAC T LIMITS ANDEMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACHACCIDENT S 1,000,00 B OFFICER/MEMBER EXCLUDED? (Mandatory In NH) N/A E.L. DISEASE • EA EMPLOYE $ 1 • 000, OO If 9S descAbe under DESCR PTION OF OPERATIONS below EL DISEASE - POLICY LIMIT S 1,000,000 rofessional Liability ZLP11N04659 07/17/2012 07/17/2013 $2,000,000 occurrence A $2,000,000 aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES lAttach ACORD 101, Additional Remarks Schedule, If more space Is required) s per written contract, City of Huntington Beach, its directors, elected or appointed officers, MplOyees, agents and volunteers are included as Additional Insured as respects to eneral Liability and Autoinobile Liability, Insurance is primary and non-contributory and CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach AUTHORIZED REPRESENTATIVE 2000 Main Street Hu tington Beach, CA 92648 lKami Summters KASUMM 01988-2009 AC t2k8 j#,),I't4 itr6 .6 p$Wts reservea. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACOR HNYY1iiiJJVVJtRtUU PADS 11VPATH. City Attao4y It By ul D'Ameba � L5 �' xB -261- Item 12. - 31 ACORD.. AGENCY CUSTOMER ID: 00042468 LOC 0: ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Archibald Insurance Center AMX International, Inc. POLICY NUMBER Suite 100 Rexburg, ID 83440 CARRIER NAIC CODE EFFECTIVE DATE: ,ITIONAL REMARKS Page of THIS ADDITIDNAL REMARKS FORM IS A SCHEDULE TO ACORD FORM. FORM NUMBER; 25 FORM TITLE: ACORD Certificate Of Liability Insurance CERTIFICATE HOLDER: City of Huntington Beach Garage Liablflty INSR ADD'L SUER POLICY EFFECTIVE POLICY EXPIRATI N LTR INSRO WVD POLICYNUMBER DATE(MMIDDIYY) DATE(MMIDDIYY� LIMITS AUTO ONLY - EA ACCIDENT S ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG $ Automobile Liability Excess/Umbrella Liability Other Liability POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER DATE(MMIDDIYY) DATEIMMIDD(YY) POLICY NUMBER POLICYDATE(MMIDDm POL DATE (MMIDDIY CY ON LIMITS S POLICY NUMBER DAATE(MMICY DDIYY) CTIVE PDATEIMWDDIYYN LIMITS DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES waiver of subrogation in regards to the workers compensation applies © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Item 12. - 32 xB -262- COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL. LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage — Exception To Expected Or Intended Injury Exclusion B. Non -Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured — Employees And Volunteer Workers — First Aid G. Who Is An Insured — Employees — Supervisory Positions H. Who Is An Insured — Newly Acquired Or Formed Organizations I. Blanket Additional Insured — Owners, Managers Or Lessors Of Premises PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE — EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2., of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the in- sured. This exclusion does not apply to "bod- ily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. B. NON -OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. J. Blanket Additional Insured — Lessors Of Leased Equipment K. Blanket Additional Insured — Persons Or Organi- zations For Your Ongoing Operations As Re- quired By Written Contract Or Agreement L. Blanket Additional Insured —Broad Form Vendors M. Who Is An Insured — Unnamed Subsidiaries N. Who Is An Insured — Liability For Conduct Of Un- named Partnerships Or Joint Ventures O. Contractual Liability— Railroads P. Knowledge And Notice Of Occurrence Or Offense Q. Unintentional Omission R. Blanket Waiver Of Subrogation of SECTION 1 — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION 1 — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. CG D417 07 08 © 2008 The Travelers Companies, Inc. Includes the copyrighted material of insurance Services offlce,'lnc. with Its permission. Page 1 of 6 HB -263- Item 12. - 33 COMMERCIAL GENERAL LIABILITY D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Para- graph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION 1 — COVERAGES - COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- ITY: Exclusions c., g. and h., and Paragraphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage' caused by fire unless Exclusion f. of Section I — Cover- age A — Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion — All Pollution Injury Or Damage or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as de- scribed in Paragraph 6. of Section III — Limits Of Insurance. 3. The following replaces Paragraph 6. of SEC- TION III — LIMITS OF INSURANCE: 6. Subject to 5. above, "the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $100,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part, 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property dam- age' to: a. Any premises while rented to you or tem- porarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1)(b) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage'; or 7. Paragraph 4.b.(1)(c) of SECTION IV — COMMERCIAL GENERAL LIABILITY CON- DITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. 4. The following replaces Paragraph a. of the F. WHO IS AN INSURED — EMPLOYEES AND definition of "insured contract" in the DEFINI- VOLUNTEER WORKERS — FIRST AID TIONS Section: 1. The following is added to the definition of "oc- a. A contract for a lease of premises. How- currence" in the DEFINITIONS Section: ever, that portion of the contract for a Unless you are in the business or occupation lease of premises that Indemnifies any of providing professional health care services, person or organization for "premises 'occurrence" also means an act or omission damage' is not an "Insured contract'; committed by any of your "employees" or "volunteer workers", other than an employed Page 2 of 6 m 2008 The Travelers companies. Inc. CG D4 17 07 08 Includes the copyrighted malerlal of Insurance Services Office, Inc. with its permission. Item 12. - 34 HB -264- Or volunteer doctor, in providing Or failing to provide first aid Or "Good Samaritan services" to a person. 2. The fallowing is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business Or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of pro- viding Or failing to provide first aid Or "Good Samaritan services" by any of your "employ- ees" Or "volunteer workers", other than an employed Or volunteer doctor. Any of your "employees" Or "volunteer workers" providing Or failing to provide first aid Or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you Or performing du- ties related to the conduct of your business. 3. The fallowing is added to Paragraph 5, of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts Or omissions committed by any of your "employ- ees" or "Volunteer workers" in providing Or failing to provide first aid Or "Good Samaritan services" to any one person will be deemed to be One "Occurrence". 4. The fallowing Is added to the DEFINITIONS Section: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded Or received. G. WHO IS AN INSURED — EMPLOYEES — SU- PERVISORY POSITIONS The fallowing is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" Or "personal injury" to a GO - "employee" in the course Of the co -"employee's" employment by you arising Out Of work by any Of your 'employees'* who hold a supervisory posi- tion. H. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. Of SECTION II — WHO IS AN INSURED: 4. Any Organization you newly acquire Or form, Other than a partnership Or joint venture, Of which you are the sole Owner COMMERCIAL GENERAL LIABILITY Or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insur- ance which provides similar coverage to that organization. However: a. Coverage under this provision is af- forded only:. (1) Until the 180th day after you ac- quire Or form the organization Or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire arform it; Or (2) Until the end of the policy period, when that date is later than 180 days after you acquire Or form such organization, if you report such organization in writing to us within 180 days after you acquire Or form it, and we agree in writing that it will continue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" Or "property damage" that oc- curred before you acquired Or formed the organization; and c. Coverage B does not apply to "per- sonal injury" Or "advertising injury" arising out of an offense committed before you acquired Or formed the organization. I. BLANKET ADDITIONAL INSURED — OWNERS, MANAGERS OR LESSORS OF PREMISES '- The fallowing is added to SECTION II — WHO IS AN INSURED: Any person Or organization that is a premises owner, manager Or lessor is an insured, but only with respect to liability arising Out Of the owner- ship, maintenance Or use Of that part Of any prem- ises leased to you. The insurance provided to such premises Owner, manager Or lessor does not apply to: a. Any "bodily injury" Or "property damage" caused by an "Occurrence" that takes place, Or "personal injury" Or "advertising injury" caused by an Offense that is committed, after you cease to be a tenant in that premises; Or CG D4 17 07 08 02008 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office, Inc. with Its permission. Page 3 Of 6 xB -265- Item 12. - 35 COMMERCIAL GENERAL LIABILITY b. Structural alterations, new construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. J. BLANKET ADDITIONAL INSURED — LESSORS OF LEASED EQUIPMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liabil- ity for "bodily injury", "property damage", "per- sonal injury" or "advertising injury' caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION 11 — WHO 1S AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Is caused, In whole or In part, by your acts or omissions in the performance of your ongoing operations to which that contract or agree- ment applies or the acts or omissions of any person or organization performing such op- erations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide in the written contract or agreement, or the limits shown in the Declarations, which- ever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (6) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. L. BLANKET ADDITIONAL INSURED — BROAD Coverage under this provision does not apply to: FORM VENDORS a. Any person or organization from whom you The following is added to SECTION II — WHO IS AN INSURED: have acquired "your products", or any ingre- Page 4 of 6 © 2008 The Travelers Companies, Inc. CG D4 17 07 08. Includes the copyrighted material of Insurance Services Office, Inc. with Its permission_ Item 12. - 36 , HB -266- dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically Is scheduled by en- dorsement. M. WHO IS AN INSURED — UNNAMED SUBSIDI- ARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that Is not shown as a Named in- sured in the Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiaryis not an insured under simi- lar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage' that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO IS AN INSURED — LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II — WHO IS AN INSURED: No person or organization is an Insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section II —Who Is An Insured. O. CONTRACTUAL LIABILITY — RAILROADS 1. The following replaces Paragraph c. of the definition of "Insured contract" in the DEFINI- TIONS Section: c. Any easement or license agreement; COMMERCIAL GENERAL LIABILITY P, KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II —Who Is An Insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence' or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an Individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an 'occurrence' or offense. (2) If you area partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense Is known by: (a) Any individual who is: (1) A partner or member of any part- nership or joint venture; (ii) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or 2. Paragraph f.(1) of the definition of "insured (b) Any "employee' authorized by such contract" In the DEFINITIONS Section is de- partnership, joint venture, limited li- leted. ability company, trust or other organi- zation to glve notice of an "occur- rence' or offense. CIS D4 17 07 08 m 2008 The Travelers Companies, Inc. Page 5 of 6 Includes the copyrighted material of Insurance Services Office, Inc. with Its permission. HB -267- Item 12. - 37 COMMERCIAL GENERAL LIABILITY (3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation Insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described in Paragraphs e. (1) or (2) above discov- ers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. Q. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: Page 6 of 6 The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not preju- dice your rights. under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. R. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS: If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising injury" caused by an offense that Is committed; subsequent to the execution of the contract or agreement. 02008 The Travelers Companies, Inc. Includes the copyrighted material of Insurance Services Office, Inc, with its permission. CG D4 17 07 08 Item 12. - 38 xB -268- o r i'f$u�F��e - OF HUNTINGTON BEACFr Professional Service Approva-1 Form e �cF�0UFITY'CP��Fo.PART I Date: 5/23/2011 Project Manager Name: Behzad Zamanian Requested by Name if different from Project Manager. Department: Information Services PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE -SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Provide support servcies to the City for it's upgrade of JDE Financial System 2) Estimated cost of the services being sought: $ 125,000 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 4) Check below how the services will be obtained: ® A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized. 5) is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the City Council.) _._._Z Yes ❑ Nye Date 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): 10040211.86000 $ 125,000 Budget Approval Department w r of Finance's DepuY'City Manager's Signature APPROVERb A.941ED ❑ anager's Signature 0 t DatL5 _ S Z7 f 2,— to 9 %L ate q_,zl-12, Date HB -269- Item 12. - 39 CITY OF i .. TzProfessionalApprovalForit -ate PAR •fcF�trU� - 11 Date: 8/23/2012 Project Manager: Behzad Zamanian Requested by Name if different from Project Manager: Dahle Bulosan/Jim Slobojan Department: Finance PARTS I & 11 OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & 11 MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant:AMX Inc. 2) Contract Number: IS 2012-014 (Contract numbers are obtained through Finance Administration) 3) Amount of the contract: $ 81,400 / 4) is this contract less than $50,000? ❑ Yes ® No 5) Does this contract fall within $50,000 and $100,000? ® Yes ❑ No 6) Is this contract over $100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ® Yes ❑ No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. irr of Finance (or nee) Signature D to desig Item 12. - 40 HB -270- JDE Upgrade Support Services 2012 VENDOR NAME CONTACT AMX Inc. Marce Ahrenberg 559.324.9051 Denovo Ventures LLC Steve Colgrove 562.305.3833 Fusion Bridge Scott McGrath 760.845.6155 Xyon Kevin Loomis 619.501.4567 HB -271- Item 12. - 41 City ®f Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk September 18, 2013 Denovo Ventures, LLC Attn: Ron English, CEO 28202 Cabot Rd., Ste. 300 Laguna Niguel, CA 92677 Dear Mr. English: Enclosed for your records is a copy of the fully executed "Amendment No. 2 to Professional Services Contract Between the City of Huntington Beach and Denovo Ventures, LLC for Oracle/JD Edwards Upgrade — Application Consulting Services." Sincerely, Joan L. Flynn, CMC City Clerk JF:pe Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand Name of Contractor: AIVIX International Inc. Purpose of Contract: Oracle/JD Edwards Upgrade — Application Consulting Services Amount of Contract: $81 A00 Copy of contract distributed to'. The original insurance ertificate/waiver distributed to Risk Management Initiating Dept. Finance Dept. ORIGINAL bonds sent to Treasurer ❑ (;�, , 6,?- a z Date: �oZ N'a a/Extension cQty Attorney's Office a G:AttyMisc/Contract Forms/City Clerk Transmittal _ PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND AMX International, Inc. FOR ORACLE/JD EDWARDS UPGRADE - APPLICATION CONSULTING SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and , a AMX International, Inc., a private corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide Oracle/JD Edwards application consulting services ; 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 these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Rob Marotta who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/ surfnet/professional svcs 50 to 100 12-07 1 of 11 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on June 29, 2012 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than 12 months from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all tenns and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Eighty One Thousand four hundred Dollars ($81,400). 5. EXTRA. WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional agree/ surfnet/professional svcs 50 to 100 12-07 2 of 11 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS. ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) 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 willfiil misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall agree/ surfnet/professional sves 50 to I00 12-07 3 of 11 apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above - mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. 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. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. 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. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that agree/ surfnet/professional Svcs 50 to 100 12-07 4 of I I insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy 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. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agree/ surfnet/professional svcs 50 to 100 12-07 5 of 11 H . 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 CITY. CONSULTANT shall secure at its own cost and 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 PROJECT and/or the services to be performed hereunder. 12. 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 the PROJECT is fillly 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 unfmished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as. set forth in Sections 9 and 10 hereinabove. agree/ surfnet/professional Svcs 50 to 100 12-07 6 of 11 14. 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. 15. 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 Govermnent Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section I hereinabove) or to CITY 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, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Behzad Zamanian 2000 Main Street Huntington Beach, CA 92648 agree/ snrfnet/professional svcs 50 to 100 12-07 7 of 11 TO CONSULTANT: AMX International, Inc. ATTN: Jay Price 346 Grand Loop, Suiite # 100 Rexburg, ID 83440 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and 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. 20. 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 agree/ surfnet/professional svcs 50 to 100 12-07 8 of 11 contrary to law, and wherever there is any conflict between any provision contained herein and any present or fixture 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. 21. 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 duplicate original shall be deemed an original instrument as against any party who has signed it. 22. RVMGRATION CONSULTANT shall be responsible for frill 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. 23. 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 Bench 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. agree/ surfnet/professional sves 50 to 100 12-07 9 of I I 24. ATTORNEYS FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's Bees, such that the prevailing party shall not be entitled to recover its attorney's fees trom thenonprevailing party. 2n 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the C� laws of the State ol.'California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and ngtit to bind their respective parties to each. of the terms of this Agreemetit, and shall in.denanify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. CONSULTANT's Initials 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive ami's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The patties also acknowledge and agree that no representations, inducements, C) promises, agreements or warranties,, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that agree/ surfffict/professiona I svcs 50 to 100 12-07 10 of II that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, [COMPANY NX-oq AMX International, Inc. 346 Grand Loop, Ste. #100, Rexburg, ID 83440 s U Ja4 Pf c- � print name ITS: (circle one) Chairraresiden ice President AND __. print name ITS: (circle on Secretary hief Financial Officer/Asst. Secretary —Treasure[ agree/ surfnetfprofessional Svcs 50 to 100 12-07 11 of l 1 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California / , 4 // ' l City Manager INIT ` ED AND PR D: U Infor ation Services Director G/01,A- - QA4A- Director of Finance APPROVED AS TO FORM: ��- City Attorney Date 1. 5- % 'L y PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND AMX INTERNATIONAL, INC. FOR ORACLE/JD EDWARDS UPGRADE - APPLICATION CONSULTING SERVICES Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance.....................................................................................2 4 Compensation........................................................................................... ...........2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents...........................................3 8 Hold Harmless.........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials..................................................................................7 16 Notices.........................................................................................7 17 Consent....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings.....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................:...............10 25 Survival.....................................................................................................................10 26 Governing Law.........................................................................................................10 27 Signatories.................................................................................................................10 28 Entirety......................................................................................................................10 29 Effective Date.................................................................................11 A. STATEMENT OF WORK: (Narrative of work to be performed) See attached Exhibit Al B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: See attached Exhibit Al C. CITY'S DUTIES AND RESPONSIBILITIES: See attached Exhibit A I D. WORK PROGRAM/PROJECT SCHEDULE: To be determined EXHIBIT A EXHIBIT Al Task Responsible Party Deliverable Description Kick-off meeting HB & AMX Project Schedule/Plan Project plan and schedule List of Business processes HB Business Process Inventory Comprehensive list of all existing processes Test outcome document HB Issues List Result of user testing (questions) Available test scripts HB Test Scripts Compile all test scripts Review current environment, business processes, existing Analysis Sessions AMX Analysis Document test scripts Inventory of test scripts, process list, outcome of testing( AMX works with testers to build a complete inventory of Enhanced test scripts HB & AMX questions/problems) process list, test scripts, and questions/problems Workshop Agendas, Workshop Net change training by area, working with project team Net Change training & reconfiguration AMX Attendance List members to reconfigure if needed. AMX works with IS to fix interfaces and works with testers to Custom code & interface review HB & AMX test interfaces/custome code/reports Selected business process templates using UPK and UPK Hold UPK training sessions and show users how to build UPK UPK workshops AMX Standards Document templates for important areas. Updated inventory of test HB staff perform testing and forward results to AMX for Perform testing and fixing as needed HB & AMX scripts, Issue List resolution fixing/reconfiguring. Review issues list. AMX fixes/reconfigures as testers submit test result. Performs and independent readiness assessment to Vendor fixes as needed by testers AMX Readiness Assessment Report determine readiness for go -live. AMX in conjunction with H B documents go -live activities In a Go -Live HB & AMX Go -Live Checklist form of a checklist Document to review project closing activities and next steps Final meeting AMX & HB Project Closure Document such as remaining issues, future projects, etc. EY-MIT `B" Payment Schedule (Hourly Payment) A. Hourly CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: See attached Exhibit B 1 B. Travel. Charges for time during travel are not reimbursable C. Billina 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) 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 E) 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 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 and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 1 Exhibit B Any billings for extra work or additional services authorized in advance and in writing 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. 2 Exhibit B EXHIBIT B1 Fee Proposal - (updated as of 5/9/12) The following is an updated fee proposal and replaces the estimate that was provided earlier in our response to section F — Fee Proposal of our prior resubmission dated April 19, 2012. This estimate was updated based on our discussions on April 10, 2012 as well as an updated request from the City of Huntington Beach received on May 7, 2012. AMX is open to reviewing these estimates with your team and refining the hours further based on additional information or requirements. JDE 9.1 Upgrade - City of Huntington Beach Task Description Huntington Beach Estimated Hrs Revised AMX Hours Estimated Cost Project Planning 40 40 $ 6,600.00 Upgrade Analysis 16 16 $ 2,640.00 Net Change Training 120 120 $ 19,800.00 Custom Code Supports 40 40 $ 6,600.00 CNC & Security Workshop 0 0 $ - Deliverable Docs 20 20 $ 3,300.00 CRP Test Script and tuning (2^3 times) 40 60 $ 9,900.00 Testing 40 60 $ 9,900.00 Security Setup 0 0 $ - UPK 40 40 $ 6,600.00 Training Development - UPK 40 0 $ - Go -Live 60 60 $ 9,900.00 Post Go -Live 40 40 $ 6,600.00 AMX International estimated hours/cost 496 496 $ 81,840.00 Estimate Assumptions: 1) Project Planning only includes Project Plan, Communications Plan and Project Kick-off. 2) Net Change Training for all functional areas except for 32 hours of more in depth Payroll/HR Training. 3) No CNC support as part of this estimate or scope of work. 4) CRP Script and tuning on an as needed basis. HB responsible for development of scripts based on AMX feedback. AMX increased this item in our estimate based on prior customer experience. If the hours are not needed by the City's project team they will not be billed or can be spent in other areas as determined by the City. 5) HB responsible for Testing. AMX to provide 60 hours of support/issue resolution as needed. AMX increased this item in our estimate based on prior customer experience. If the hours are not needed by the Gty's project team they will not be billed or can be spent in other areas as determined by the City. 6) A typical AMX UPK Workshop is 24 hours in length and includes UPK training as well as guidance for standards related to content development. Our estimate has been increased to 40 hours which we feel is sufficient to include both the UPK Workshop as well as some ad -hoc development support, therefore we are removing the requested 40 hours of Training Development - UPK support from our estimate. 7) Custom Code Support could include analysis for retrofits as well as development assistance if desired. 8) Go -Live Support on an as needed basis. 9) Post go -live support on an as needed basis. 10) Any item with a zero dollar cost in our estimate is considered not in AMX's scope for the project. 11) The above cost is fully burdened and includes any necessary travel -related expense. /�� 8 Fee Proposal /A t % ^ l'J 19% -AVVI\v CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD,YYYY) 08/01/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Archibald Insurance Center 135 West Main P.O. Box 96 Rexburg, ID 83440 CONTACT NAME: J ' Lean Wadsworth ON A'CN Ext:208.356.4411 (FA 208.356.4420 E-MAIL ADDRESS: lean-wadsworth@leavitt.com PRODUCOMER CU ER ID #: 00042468 INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Travelers 41564 AMX International, Inc. INSURER B. The Hartford Insurance Group A29424 346 Grand Loop INSURER C : Suite 100 INSURER D Rexburg, ID 83440 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 12-13 KS REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TypE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYW LIMITS GENERAL LIABILITY ZLP11N4659 07/17/2012 07/17/2013 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I —XI OCCUR DAMAGE TO RENTEDPREMISES IEa occurrence) $ 500,000 ME EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 A X GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY PRO- JECT LOC $ AUTOMOBILE LIABILITY ANY AUTO BAlC043623 07/17/2012 07/17/2013 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ A X ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ X NON -OWNED AUTOS $ UMBRELLA LAB OCCUR ZUP11NO551 07/17/2012 07/17/2013 EACH OCCURRENCE $ 3,000,000 AGGREGATE - $ A EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ X I RETENTION $ 10,00a $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A 34WETD755 07/01/2012 07/01/2013 �/VC STATU- OTH- TORY LIMITS_ ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 19000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liability ZLP11N04619 07/17/2012 07/17/2013 $2,000,000 occurrence $2,000,000 aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) s per written contract, City of Huntington Beach, its directors, elected or appointed officers, employees, agents and volunteers are included as Additional Insured as respects to General Liability and Automobile Liability. Insurance is primary and non-contributory and CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach AUTHORIZED REPRESENTATIVE 2000 Main Street Huntington Beach, CA 92648 Kami Summers/KASUMM ©1988-2009 ACQ12Q �RL'QRQ�I(�t?ll, 4 H Opts reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACOR B� 8f ttll tt�vv�rrH,wCity Attocn4y n By au D es6 ACORD.. AGENCY CUSTOMER ID: 00042468 LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Archibald Insurance Center AMX International, Inc. POLICY NUMBER Suite 100 Rexburg, ID 83440 CARRIER NAIC CODE EFFECTIVE DATE: ITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: ACORD Certificate of Liability Insurance CERTIFICATE HOLDER: City of Huntington Beach Garage Liability INSR ADD'L SUER POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD WVD POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) LIMITS AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ Automobile Liability POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) Excess/Umbrella Liability POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) LIMITS S Other Liability POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) LIMITS DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES waiver of subrogation in regards to the workers compensation applies ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage — Exception To Expected Or Intended Injury Exclusion B. Non -Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. increased Supplementary Payments F. Who Is An Insured — Employees And Volunteer Workers — First Aid G. Who Is An Insured — Employees — Supervisory Positions H. Who Is An Insured — Newly Acquired Or Formed Organizations I. Blanket Additional Insured — Owners, Managers Or Lessors Of Premises PROVISIONS J. Blanket Additional Insured — Lessors Of Leased Equipment K. Blanket Additional Insured — Persons Or Organi- zations For Your Ongoing Operations As Re- quired By Written Contract Or Agreement L. Blanket Additional Insured — Broad Form Vendors M. Who Is An Insured — Unnamed Subsidiaries N. Who Is An Insured — Liability For Conduct Of Un- named Partnerships Or Joint Ventures O. Contractual Liability — Railroads P. Knowledge And Notice Of Occurrence Or Offense Q. Unintentional Omission R. Blanket Waiver Of Subrogation A. REASONABLE FORCE PROPERTY DAMAGE — EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2., of SECTION 1 — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: C. a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the in- sured. This exclusion does not apply to "bod- ily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. B. NON -OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. CG D4 17 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 6 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Para- graph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I — COVERAGES - COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- ITY: Exclusions c., g. and h., and Paragraphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I — Cover- age A — Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion — All Pollution Injury Or Damage or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as de- scribed in Paragraph 6. of Section III — Limits Of Insurance. 3. The following replaces Paragraph 6. of SEC- TION III — LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $100,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property dam- age" to: a. Any premises while rented to you or tem- porarily occupied by you with permission of the owner: or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1)(b) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV — COMMERCIAL GENERAL LIABILITY CON- DITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. F. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — FIRST AID 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "employees" or "volunteer workers", other than an employed Page 2 of 6 © 2008 The Travelers Companies, Inc. CG D4 17 07 08 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. or volunteer doctor, in providing or failing to provide first aid or "Good Samaritan services" to a person. 2. The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of pro- viding or failing to provide first aid or "Good Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed by any of your "employ- ees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. G. WHO IS AN INSURED — EMPLOYEES — SU- PERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal injury" to a co - "employee" in the course of the co -"employee's" employment by you arising out of work by any of your "employees" who hold a supervisory posi- tion. H. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED ORGANIZATIONS - The following replaces Paragraph 4. of SECTION 11 —WHO IS AN INSURED: 4. Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner COMMERCIAL GENERAL LIABILITY or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insur- ance which provides similar coverage to that organization. However: a. Coverage under this provision is af- forded only:. (1) Until the 180th day after you ac- quire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will continue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that oc- curred before you acquired or formed the organization; and c. Coverage B does not apply to "per- sonal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the organization. I. BLANKET ADDITIONAL INSURED — OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the owner- ship, maintenance or use of that part of any prem- ises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or CG D4 17 07 08 © 2008 The Travelers Companies, Inc. Page 3 of 6 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY Structural alterations, new construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. J. BLANKET ADDITIONAL INSURED — LESSORS OF LEASED EQUIPMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liabil- ity for "bodily injury", "property damage", "per- sonal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agree- ment applies or the acts or omissions of any person or organization performing such op- erations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide in the written contract or agreement, or the limits shown in the Declarations, which- ever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (6) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. L. BLANKET ADDITIONAL INSURED — BROAD Coverage under this provision does not apply to: FORM VENDORS The following is added to SECTION II — WHO IS a. Any person or organization from whom you AN INSURED: have acquired "your products", or any ingre- Page 4 of 6 © 2008 The Travelers Companies, Inc. CG D4 17 07 08 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. M. WHO IS AN INSURED — UNNAMED SUBSIDI- ARIES The following is added to SECTION 11 — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named In- sured in the Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO IS AN INSURED — LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II — WHO IS AN INSURED: No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section 11— Who Is An Insured. O. CONTRACTUAL LIABILITY— RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINI- TIONS Section: c. Any easement or license agreement; COMMERCIAL GENERAL LIABILITY P. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II —Who Is An Insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the 'occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an 'occurrence" or offense. (2) If you are a partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any part- nership or joint venture; (ii) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or 2. Paragraph f.(1) of the definition of "insured (b) Any "employee" authorized by such contract" in the DEFINITIONS Section is de- partnership, joint venture, limited li- leted. ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. CG D4 17 07 08 © 2008 The Travelers Companies, Inc. Page 5 of 6 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (3) Notice to us of such "occurrence" or of- The unintentional omission of, or unintentional fense will be deemed to be given as soon error in, any information provided by you which as practicable if it is given in good faith as we relied upon in issuing this policy will not preju- soon as practicable to your workers' dice your rights under this insurance. However, compensation insurer. This applies only if this provision does not affect our right to collect you subsequently give notice to us of the additional premium or to exercise our rights of "occurrence" or offense as soon as prac- cancellation or nonrenewal in accordance with ticable after any of the persons described applicable insurance laws or regulations. in Paragraphs e. (1) or (2) above discov- R. BLANKET WAIVER OF SUBROGATION ers that the "occurrence" or offense may result in sums to which the insurance The following is added to Paragraph 8., Transfer provided under this Coverage Part may Of Rights Of Recovery Against Others To Us, apply. of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS: However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. Q. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. Page 6 of 6 © 2008 The Travelers Companies, Inc. CG D4 17 07 08 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. CITY OF HUNTINGTON BEAC rofessional Service Approval For PART I Date: 5/23/2011 Project Manager Name: Behzad Zamanian Requested by Name if different from Project Manager: Department: Information Services PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Provide support servcies to the City for it's upgrade of JDE Financial System 2) Estimated cost of the services being sought: $ 125,000 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 4) Check below how the services will be obtained: ❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the City Council.) Z Yes ❑ N� F nature r r ./ r 0/ Date 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): 10040211.86$00 $ 125,000 c nager-s signature ate q1t, �) I r2- at /z7 /t Z-- 9/ � to c �� ate q_,zl- 12, Date CITY OF HUNTINGTON BEACH Professional Service Approval Form PART Date: 8/23/2012 Project Manager: Behzad Zamanian Requested by Name if different from Project Manager: Dahle Bulosan/Jim Slobojan Department: Finance PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & B MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant-AMX Inc. 2) Contract Number: IS 2012-014 (Contract numbers are obtained through Finance Administration) 3) Amount of the contract: $ 81,400 / 4) Is this contract less than $50,000? ❑ Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ❑ No 6) Is this contract over $100,000? ❑ Yes ❑ No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ❑ No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. 62--7 It z—, Direr or of Finance (or designee) Signature D to JDE Upgrade Support Services 2012 VENDOR NAME CONTACT AMX Inc. Marce Ahrenberg 559.324.9051 Denovo Ventures LLC Steve Colgrove 562.305.3833 Fusion Bridge Scott McGrath 760.845.6155 Xyon Kevin Loomis 619.501.4567