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HomeMy WebLinkAboutINFOSYS BUSINESS SOLUTIONS, LLC. - 1999-10-18CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION HUNTINGTON BEACH TO: Mike Dolder, Fire Chief FROM: Connie Brockway, City Clerk DATE: October 21, 1999 SUBJECT: Enterprise Resource Planning Business Systems Software, Hardware, and Consulting Services Transmitted to you for distribution are the following documents: J.D. Edwards Contract Deloitte & Touche Contract Avnet Computer Agreement Vertex Inc. Agreement (Insurance needed) Infosys Business Solutions Contract These contracts and agreements were approved at the October 18, 1999 City Council meeting. They have been executed by the Mayor and City Clerk as directed by Council. Insurance copies for J.D. Edwards and Deloitte and Touche, LLP have been forwarded to the Risk Management Department. Please provide the City Clerk's Office with any additional insurance upon receipt. Cc: Colleen Keith, Senior Department Analyst, Fire Dept. Shari Freidenrich, City Treasurer John Reekstin, Administrative Services Director cbmemos/99-25cc ,Da�.D2k-F�k v 44-:Z*6rlN- AIS6 F•�ti acr�Rl�- yrrs:pu✓�. Council/Agency Meeting Held: /d�- Deferred/Continued to: IA,Appro ed ❑Conditionally Approved ❑Denied4W City Clerk's Signafuire Council Meeting Date: October 18, 1999 Department ID Number: FD 99-010 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator6W PREPARED BY: MICHAEL P. DOLDER, Fire Chief JOHN REEKSTIN, Administrative Services ctor/'e SHARI L. FREIDENRICH, City Treasur SUBJECT: FUNDING AND ACQUISTION OF ENTERPRISE RESOURCE PLANNING BUSINESS SYSTEMS SOFTWARE, HARDWARE, AND CONSULTING SERVICES Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environments[ Status, Attachments) Statement of Issue: Should the City replace its current Business System hardware and software by acquiring integrated Enterprise Resource Planning software developed by J.D. Edwards World Solutions and implemented by Deloitte and Touche, LLP? Funding Source: The City Council has previously appropriated $2,250,000 in General Fund revenue, $1,517,162 in carry -forward capital projects revenue, and $1,000,000 from the Water Fund toward the Enterprise Resource Planning (ERP) software and Optical Imaging projects. However, since this appropriation, additional ERP project details and costs for the 3-Phase project have been identified through extensive scoping and requirements meetings with J.D. Edwards, Deloitte & Touche, and Avnet Computer identifying the total project cost to be $7,015,531. As a result, Phase I will require an additional appropriation of $870,238. Proposed additional funding sources for Phase I include: $511,623 in Equipment Replacement fund bankruptcy recovery revenue, $272,277 in unexpended FY 1998/99 Equipment Replacement Revenue, and $86,338 in Capital Projects fund bankruptcy recovery revenue. A Fiscal Impact Statement for this appropriation is included in Attachment 1. A subsequent supplemental Phase II appropriation request of $1,378,131 will be included in the FY 2000/2001 unfunded projects list. Phase III costs for a FY 2001/2002 Utility Billing software implementation is sufficiently funded in the Water Fund budget and no additional appropriation is required. %QUEST FOR COUNCIL AC46N MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 Recommended Actions: 1. MOTION TO. Appropriate $870,238 to the ERP Business System software implementation from the following funds: $511,623 in Equipment Replacement fund bankruptcy recovery revenue, $272,277 in unexpended FY 1998/99 Equipment Replacement fund revenue, and $86,338 in Capital Projects fund bankruptcy recovery revenue. 2. MOTION TO APPROVE AND AUTHORIZE THE MAYOR AND CITY CLERK TO EXECUTE: A.) A contract with J.D. Edwards World Solutions for Software Services and Maintenance totaling $1,236,976 including City's limited indemnity obligation to J.D. Edwards per Article V, Section 6(D)(ii). B.) A contract with Deloitte & Touche, LLP for J.D. Edwards Enterprise Software Application and Implementation totaling $1,934,834.18 including a revision capping consultant's liability to the City under the Hold Harmless provision of the contract at $6,000,000. C.) An agreement with Avnet Computers to provide Conference Room Pilot Implementation and Configurable Network Computing consulting totaling $415,288.11, including changing the standard Hold Harmless language limiting scope to professional services and capping the exposure to the aggregate value of the contract totaling $415,288.11. D.) An agreement with Vertex Inc. for payroll tax software and maintenance totaling $12,765. E.) A contract with lnfosys Business Solutions for supplying contract personnel to.provide automation services for maintaining and converting existing business system software, and automation services for Building & Safety operating systems for time and materials not to exceed $240,000. WAPre vee1 6- .0 �Tir/ � 3. MOTION TO: Amend the FY 1999/2000 budget by adding one Department Analyst Senior position to the Fire Department and one Administrative Secretary position to the Administrative Services Department fundd within the ERP project budget. 4. 'MOTION TO: Authorize the Fire Chief and Administrative Services Director to enter into, on behalf of the City, all supplemental agreements or documents with J.D. Edwards; Deloitte & Touche, LLP; Avnet Computers; Vertex Inc.; and lnfosys Business Solutions, LLC, necessary to implement the services and/or arrangements with these companies and enter into any amendments to the agreements with these companies, which do not 4xceed $50,000 and fall wit in the total project budget. 11wle-v w—'s A�, Alternative Action(s): 1. Take no action and continue using existing software and mainframe computer hardware. This alternative does not require an immediate expenditure. However, since the manufacturer no longer supports the mainframe computer hardware, system failure ERP Business System Purchase B -2. 10112/99 5:08 PM REQUEST FOR COUNCIL ACMN MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 becomes critical with time. A mainframe failure will cripple the City's ability to collect revenues and make payments. 2. Take action on a portion of the contracts/agreements, funding appropriation, and/or position requests. The appropriation request, contracts/agreements, and position requests although separate, are companion documents that provide the necessary resources to complete a successful ERP business system implementation. Partial approval of the motions will have a negative effect on the City's overall ability to replace current business systems. Analysis: The City's current customized business system software was developed by City staff approximately 25 years ago and, with continued updates, has served the City's needs very well. However, the City's current and future operating needs require the replacement of the business system software and the unsupported mainframe computer it currently runs on. Replacing the current software is critical in order to: 1) be competitive, 2) eliminate independent computerized databases, which require duplication of effort, 3) implement process improvement opportunities permitted by single point of data entry, electronic workflow and Web -based technologies, and 4) meet City auditor requirements for improved record retrieval and asset management. The software change is also motivated by the availability of new generation "client/server' based technology which replaces mainframe hardware, improves effectiveness, and lowers the cost of information technology investments. The enterprise business system replacement project was evaluated in the following areas: 1. Software 2. Consulting 3. Training 4. Hardware 5. Staffing 6. Timing/Cost Software — A ten -member core team, consisting of the Administrative Services Dirdctor, City Treasurer, Fire Chief, Finance Director, Chief Accountant, Personnel Director, and four Information Systems staff members as well as over thirty City staff users, has collectively spent over two thousand hours reviewing the world's four leading Enterprise Resource Planning (ERP) software vendors. Based on design and performance, the top two choices, J.D. Edwards and SAP, were reviewed more extensively including site visits to current government users, which included Oceanside, CA; Orlando, FL; Phoenix, AZ; and Sacramento County, CA. Based on the extensive review described above and review of proposals submitted by J.D. Edwards and SAP, staff is recommending the purchase of J.D. Edwards World Solutions as the provider of the City's new ERP software. This new software will be "off the shelf' which is easier to support in the long term and eliminates dependence on customization. ERP Business System Purchase 13 -3- 10/12199 5:08 PM *QUEST FOR COUNCIL ACAN MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 The J.D. Edwards software license, service and maintenance agreement (Attachment 2) totaling $1,265,341 includes licenses for the following application modules: Foundation Suite, Financial Suite, Logistics/Distribution Suite, Human Resources Suite, Payroll Suite, Computer User Education, Job Costing, Fleet Management, Property Management, Customer Service Management, Facility Management, and Utility Billing. Additional third party software will also be required for payroll tax calculation, cash receipting, business license, and investment management. The Vertex Inc. software and license agreement (Attachment 3) is included for immediate implementation of the payroll tax calculation software at a cost of $12,765. Subsequent requests will be made for City Council approvals of agreements with other third party software providers necessary to complete the City of Huntington Beach's business system software replacement project. These third party software products are compatible with the J.D. Edwards Enterprise software. Consulting — Staff is recommending that Deloitte & Touche, LLP be the implementor of the ERP software project and conversion of existing data. Deloitte & Touche has extensive experience in implementing J.D. Edwards software including, most recently, serving as the implementor for the City of Culver City. During the first two years of a three-year implementation, Deloitte & Touche will help guide City staff in implementing all of the software modules except the Utility Module, which will be installed in the third year with J.D. Edwards as the implementor. Phase I and Phase 11 consulting services provided by Deloitte & Touche for the implementation of J.D. Edwards Enterprise software are described in Attachment 4 at a total cost of $1,934,834.18. Using a Big 5 consulting firm ensures that the City will have the opportunity to incorporate "best business practices" in developing new workflow choices. Infosys Business Systems' services and agreement (Attachment 5) is for contract programming/automation services required to maintain both the existing accounts payable, accounts receivable and payroll programming and resources during the transition of these programs to the J.D. Edwards software. Automation services are also required for the maintenance of Building and Safety's current computerized inspection' program and are included in the contract. This contract covers the 3-year implementation period with_ a cap of $240,000 per year. Training — Success of an ERP project not only involves the implementation of new hardware and software but, equally as important, the knowledge transfer of the new software's operations and training of City staff in the effective use of the system. The proposed project will provide significant training for the City staff implementing the software as well as training for the entire citywide user group. Most training will be conducted at J.D. Edwards' Costa Mesa site or at City Hall. User group training is also included in a Computer User Education module available to each user at their desktop PC. This education module also provides a framework for documenting procedures for all processes that the City implements as part of the new ERP system. These training costs are included in the J.D. Edwards agreement. ERP Business System Purchase B -4- 10/12/99 5:08 PM •QUEST FOR COUNCIL ACTfON MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 Hardware — Hewlett-Packard hardware, which is the current City standard, will be acquired for the client/servers and configured by Avnet Computer. Avnet will also serve as a technical resource on hardware issues related to the project. Avnet's agreement (Attachment 6) costing $415,288.11 provides for sufficient hardware and technical support to implement the J.D. Edwards ERP business system software and connection to the City's existing network and remote sites. The City's Microsoft Office software standard, which is also required as part of the J.D. Edwards' ERP software implementation, will operate on this new hardware. Staffing — The ERP business system software implementation is one of the most significant and complex organizational tasks that the City has or will undertake. The challenge is both complex and labor intensive. Over forty City staff members will be directly committed at various points during the 3-year project. These forty plus staff members are equivalent to upward of eleven full time City employees. Deloitte & Touche will be providing the equivalent of five full time employees to the project as well. Part of the City's implementation costs includes funding for new positions as well as backfilling positions required for the project. Several positions within various City departments, with Administrative Services impacted the most, will need to be backfilled during the ERP project implementation. Positions that require 75% — 100% commitment to the project are considered to be full time and will require direct backfill. Duties of existing staff who are providing 25% - 50% of their time to the project will either be absorbed within the department, or assigned to supplemental staff on a contract basis or through temporary employment agencies. Additional position requests, including a Database Manager, will be submitted for City Council consideration in the near future. However, two positions require immediate full time replacements to begin the project. The Project Manager position (100%); to be filled by Colleen Keith, Department Analyst Senior from the Fire Department, and one Administrative Secretary (100%) for the Administrative Services Department are positions that require immediate replacement. Both of these positions will require staffing amendments to the FY 1999/2000 budget: After project implementation is complete, the additional positions will be absorbed into the organization via attrition or will be eliminated. TiminglCosi* The three-year ERP implementation project will be divided into three, one- year phases. Phase 1 — will implement Financials (General Ledger, Accounts Payable, and Accounts Receivable); Distribution (Procurement); Payroll; Human Resources; Budget Module; Payroll Tax Calculator; and Cash Receipting. Cost - $4,555,101. Timing/Cost (Cont.) Phase II — will implement Job Costing; Activity Based Costing; Fixed Assets; Invoice and Work Order; Fleet and Property Management; Facility Management; Customer Service Management; Business License; and Investment Management. Cost - $1,459,630. Phase III — will implement Utility Billing followed by the removal of the mainframe computer. Cost - $1,000,800. ERP Business System Purchase B -5. 10/12/99 5:08 PM 0 REQUEST FOR COUNCIL ACT MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 To protect the City, based on future funding availability, City Council could choose to delay Phases II and 111. All contracts/agreements have language provisions allowing for such cancellation. However, the full benefit of enterprise software improvements cannot be achieved without implementing all of the software modules. Delaying Phase II and III would add costs to the project and make mainframe hardware failure more probable. Timing of the project is critical to a successful implementation. Fortunately, the City's two- year budget provides for a first -year Phase I environment that produces the greatest staff availability for a successful implementation. However, Phase I must be completed within FY 1999/2000 and requires that the project be approved and started immediately to meet this time line. Failure to start immediately could jeopardize the entire project forcing a start time delay until FY 2001/2002. Based on -the unsupported mainframe, a two-year start delay would stretch the project to five years and would compromise the operability of the current financial systems. Summalry of Recommended Actions Requested Action Description 1. Appropriation of funds to cover Phase Funding Source: I costs ($870,238) • Equipment Replacement Fund • Capital Projects Fund 2. Approve J.D. Edwards Enterprise Software Contract $1,236,976 Training, Service & Maintenance 3. Approve Deloitte & Touche Contract Consulting for Software Implementation $1, 934, 834.18 4. Approve Avnet Computer Agreement Hardware and Technical Support $415,288.11 5. Approve Vertex Inc. Payroll Tax Software Agreement $12, 765 6. Approve Infosys Business Solutions Programming Maintenance and Conversion Contract $240, 000 7. Budget Amendment (Covered in Add Positions: Project Budget) • One Department Analyst One Administrative Secretary 8. Authorize Fire Chief/Admin. Services Authorization for supplemental agreements or Director to enter into a reements documents $50,000 limit within project Budget) New Appropriation Criteria: In March 1998, the City Council adopted three criteria to follow in requesting a new appropriation: 1) It is an unanticipated emergency, 2) It is required to implement labor negotiations, or 3) It is a new expense that is offset by related new revenues. This request fails under Criteria 1, as the additional Phase I expense was unanticipated and must 'be considered an emergency since we must begin the Phase I process by November 1, 1999 in PRP Business System Purchase B -6. 10/12/99 5:08 PM 0 0 REQUEST FOR COUNCIL ACTION MEETING DATE: October 18, 1999 DEPARTMENT ID NUMBER: FD 99-010 order to meet the other time lines set for Phases it and Ili. Failure to initiate this project may result in the failure of our mainframe computer causing an economic crisis. Finance Board Position: Technology updates, including the ERP Business System software replacement, have been presented to the Finance Board on numerous occasions. During the most recent presentation, on September 15, 1999, the Finance Board strongly supported the need to immediately purchase and implement the new ERP software. Environmental Status: None Attachments : City Clerk's Page Number No. Description 1 Fiscal Impact Statement. 2 J.D. Edwards Software License, Service & Maintenance Agreement & Insurance Certificates. = (oo. /Q 3 Vertex Inc. Software & License Agreement. YE (oo • ) 4 Professional Services Contract Between the City of Huntington Beach and Deloitte & Touche, LLP for J.D. Edwards Enterprise Software Application and Implementation & insurance Certificates. -VE &oo. /o 5 Professional Services Contract Between the City of Huntington Beach and Infosys Business Solutions, LLC for Automation Services & Insurance Certificates. 6 1 Avnet Computer Conference Room Pilot Implementation and Confaurable Network Consultinq Agreement &: Insurance Certificates. AV(voo./o ERP Business System Purchase B -7- 10113199 10:08 AM •�, CITY OF HUNTINGTON BEACH ' INTERDEPARTMENTAL. COMMUNICA TION To: Ray Silver, City Administrator From: John Reekstin, Director of Administrative Services Subject: FIS 2000-01 Business System Funding . Date: October 4, 1999 As required by Resolution 4832, this Fiscal Impact Statement has been prepared for "Business System Funding." The table below shows this action's effect on the City's estimated fund balances and working capital at September 30, 2000. New Money Budgeted in 1999/2000 Bankruptcy Recovery Money 1998/99 Appropriations Authorized in 1999/2000 Budget Additional Funding Requested Total Capital Equipment Projects Replacement Fund Fund Total $ 2,250,000 S - 2,250,000 86,338 511,623 597,961 1,517,162 - 1,517,162 - 272,277 272,277 $3, 853, 500 $783, 900 $ 4, 637,400 If the Council approves this action there will be no effect on the estimated Capital Projects Fund Balance at September 30, 2000. The monies have either been previously approved for the 1999/2000 budget or have not been committed (bankruptcy recovery money). Council has previously appropriated $2,250,000 in reserve General Fund revenue and $1,517,162 in carry -forward capital projects revenue, from fiscal year 1998/99. This action will appropriate the additional $870,238 needed to fully fund Phase 1 and. the initial steps for Phase li for the ERP project. If the Council approves this action, the estimated working capital of the Equipment Replacement Fund at September 30, 2000 will be reduced to $1,406,000. J hn Reekstin, Director of Administrative Services PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND INFOSYS BUSINESS SOLUTIONS, LLC FOR AUTOMATION SERVICES Table of Contents I. Work Statement................................................................ 2. City Staff Assistance........................................................... 3 3. City Requirements.............................................................. 3 4. Time of Performance........................................................... 4 5. Compensation................................................................... 4 6. Extra Work..................................................................... 4 7. Method of Payment............................................................ 4 8. Disposition of Plans, Estimates and Other Documents .................... 6 9. HoId Harmless................................................................. 6 10. Workers' Compensation....................................................... 6 11. General Liability Insurance ................................................... 7 12. Professional Liability Insurance ............................................. 7 13. Certificates of Insurance...................................................... 8 14. Independent Contractor....................................................... 9 15. Termination of Agreement .......... ..... .............................. 9 16. Assignment and Subcontracting ............................................... 9 17. Copyrights/Patents .............................................................. 9 18. City Employees and Officials ................................................. 9 19. Notices ........................................................................ 10 20. Immigration...................................................................... 10 21. Legal Services Subcontracting Prohibited .................................. 10 22. Attorney's Fees................................................................. 11 23. Entirety.......................................................................... 11 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND INFOSYS BUSINESS SOLUTIONS, LLC FOR AUTOMATION SERVICES THIS AGREEMENT ("Agreement") is made and entered into this 18bh day of October , 1999, by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Infosys Business Solutions, LLC, a limited liability company, hereinafter referred to as "COMPANY." WHEREAS, CITY desires to engage the services of a company for automation services including but not limited to maintenance, and/or development for existing computer applications in the City of Huntington Beach; and Pursuant to documentation on file in the office of the City Clerk, the provisions of HBMC Chapter 3.03 relating to procurement of professional service contracts has been complied with; and COMPANY has been selected to perform said services, NOW, THEREFORE, it is agreed by CITY and COMPA\1Y as follows: 1. WORK STATEMENT The services described below in this Section shall sometimes hereinafter be referred to as the "PROJECT." A. COMPA.NvTY shall provide automation services, which include maintenance, modifications, and/or development for existing computer applications where determined essential for day to day processing to include, but not limited to: j mf/99agrWj n fosys/ 10106/99 (1) Payroll/Personnel: Payroll Personnel Budget Projection Project Accounting (Public Works) Distributed Timesheets Interface with other time reporting programs (City Yard/Fire Dept.). (2) Accounting: General Accounting Distributed Material Requisition Purchasing Fixed Assets Security Accounts Payable Accounts Receivable. (3) System Analysis, including, but not limited to, research and recommendations for acquisition of new application software. (4) Automation meetings with designated representative(s) of the CITY. (5) Representation of CITY in the area of software acquisition and integration. (6) Representation of CITY with outside vendors in the area of present application software and/or acquired application software. (7) Technical support for transition from existing Mainframe system to Enterprise Resource Planning System ("ERP") to include, but not limited to, above -named applications. (8) Technical support to include, but not limited to, supervision and/or execution of: 2 i mf19939-0infosys/ 10/06/99 Process Mapping Data Conversion Documentation External Interfaces System Installation System Integration System Maintenance System Modification System Training. (9) Performance of supplemental services in the area of automation when requested and mutually agreed upon by COMPANY and CITY. B. COMPANY shall: (1) Provide automation services, which include maintenance, modifications, and/or development for existing computer applications where determined essential for day to day processing to include, but not limited to: Permit Processing Inspections UDI Hello Interface Scantron _ (2) Perform necessary liaison with CITY's vendors regarding Building and Safety's software and/or any purchased software package. (3) Provide service in acquisition, implementation, modifications, and maintenance of purchased software packages. (4) Attend weekly automation meetings and meetings related to automation at the request of the building officer at locations to include, but not limited to, City Hall. (5) Perform supplemental services in the area of automation when requested and mutually agreed upon by COMPANY and CITY. 3 jmf/99agree1in fasys/ 10/06/99 2. , CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with COMPANY in the performance of this Agreement. 3. CITY REQUIREMENTS CITY will make available to COMPANY a work station for remote connectivity that meets the following criteria: A. Fully functional Pentium 133 MHz or higher. B. Modem connection at 28800 bps or higher. C. Loaded with PC Anywhere version 8.0 or higher. D. CITY to provide COMPANY security clearance on the designated workstation to perform described services. E. COMPANY shall notify CITY before removing data and CITY, prior to any data being removed from the premises, must perform proper archival procedures. F. CITY and COMPA.N'Y, by mutual agreement, to schedule any and all transportation, lodging and training necessary to execute the described services. 4. TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of COMPANY are to commence as soon as practicable after the execution of this Agreement. This Agreement shall terminate on September 30, 2002, unless modified by future agreement between the parties or unless previously terminated pursuant to Section 15 hereof. 5. COMPENSATION In consideration of the performance of the services described in the Work 4 jmV99agreelinfosys/l 0!06/99 0 • Statement in Section 1 above, CITY agrees to pay COMPANY on a time and materials basis at the hourly rate as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. In no event, shall COMPANY bill CITY for more than one hundred eighty (180) hours per month. 6. EXTRA WORK In the event CITY requires additional services not defined in the Work Statement, in Section 1 above, COMPANY will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 7. METHOD OF PAYMENT A. COMPANY shall be entitled to monthly payments. B. Delivery of work product: A copy of every technical memorandum, report, letter, calculation, and other documentation prepared by COMPANY shall 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. Any such product which has not been formally accepted or rejected by CITY shall be deemed accepted. C. COMPANY shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: (1) Reference this Agreement; (2) Describe the services performed; (3) Show the total amount of the payment due; 5 jmV99agree/i n fosys/10/06/99 (4) Include a certification by a principal member of COMPANY's firm that the work has been performed in accordance with the provisions of this Agreement; and Upon submission of any such invoice, if CITY is satisfied that COMPANY is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall promptly approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify COMPANY in writing of the reasons for non -approval, within seven (7) calendar days of receipt of the invoice, and the schedule of performance set forth in Section 1 shall be suspended until the parties agree that past performance by COMPANY is in; or has been brought into compliance, or until this Agreement is terminated as provided herein. D. Any billings for extra work or additional services authorized by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 6 j mV99agreelin fosysl 10/0b/99 8, DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS COMPANY agrees that all materials prepared hereunder, including all technical memorandum, report, letter, calculation, and other documentation, shall be turned over to CITY upon termination of this Agreement or upon PROJECT completion, whichever shall occur first. In the event this Agreement is terminated, these materials may be used by CITY in the completion of the PROJECT or as it otherwise sees fit. Title to these materials shall pass to CITY upon payment of fees determined to be earned by COMPANY to the point of termination or completion of the PROJECT, whichever is applicable. COMPANY shall be entitled to retain copies of all correspondence, including memorandums and phone records prepared hereunder. 9. HOLD HARMLESS COMPANY shall protect, defend, indemnify and save and hold harmless CITY, its officers, officials, and employees, and agents from and against any and all liability, loss, damage, expenses, costs (including reimbursement of attorneys' costs and fees of litigation of every nature) arising out of or in connection with COMPANY's performance of its services under this Agreement, or its failure to comply with any of its obligations contained in this Agreement by COMPANY, or its officers, agents or employees, except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. 10. WORKERS' COMPENSATION INSURANCE COMPANY certifies that it is a limited liability company with no employees. COMPANY will submit a certificate to CITY in evidence of its non -employer status prior to commencement of work hereunder. If at a future date employee(s) are hired, COMPANY will provide CITY with evidence of insurance. 11. GENERAL LIABILITY INSURANCE In addition to COMPANY's covenant to indemnify CITY, COMPANY shall jmf/99agre&in fosys/ 10/06/99 obtain and furnish to CITY, a policy of general public liability insurance covering the PROJECT. This policy shall indemnify COMPANY and CITY and its agents, officers and employees, while acting within the scope of their duties, against any and all claims of arising out of or in connection with the PROJECT, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of S1,000,000 per , -occurrence. -If coverage is provided under -a form which includes a designated general aggregate limit, the aggregate limit must be no less than S1,000,000 for this PROJECT. This policy shall name CITY, its agents, officers and employees as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the PROJECT shall be deemed excess coverage and that COMPANY's insurance shall be primary. 12. PROFESSIONAL LIABILITY INSURANCE COMPANY shall furnish a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for COMPANY's professional liability in an amount not less than $1,000,000 per occurrence and in the aggregate. A claims made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the COMPANY's start of work (including subsequent policies purchased as renewals or replacements). B. COMPANY will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds. jmfi%agreelinfosysl! 0:106.199 C. If insurance is terminated for any reason, COMPANY 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. D. The reporting of circumstances or incidents that might give rise to future claims. 13. CERTIFICATES OF INSURANCE Prior to commencing.performance of the work hereunder, COMPANY shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; these certificates shall: A. provide the name and policy number of each carrier and policy; B. shall state that the policy is currently in force; and C. shall promise that such policies shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice; however, ten (10) days prior written notice in the event of cancellation for nonpayment of premium. COMPANY shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of CITY by COMPANY under the Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of all the above policies of insurance. COMPANY shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 14. INDEPENDENT CONTRACTOR COMPANY is, and shall be, acting at all times in the performance of this 9 jmf/99agree'infosys/1 0i06199 Agreement as an independent contractor. COMPANY shall secure at its expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for COMPANY and its officers, agents and employees and all business licenses, if any, in connection with the services to be performed hereunder. 15. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate this Agreement with or without cause, and whether or not the PROJECT is fully complete, after providing COMPANY with thirty (30) days prior written notice of such termination. COMPANY may terminate this Agreement with or without cause, and whether or not the PROJECT is fully complete, after providing CITY with thirty (30) days prior written notice of such termination. Any termination -of this Agreement by either party shall be made in writing, notice of which shall be delivered to the other party as provided herein. 16. ASSIGNMENT AND SUBCONTRACTING This Agreement is a personal service contract and the supervisory work hereunder shall not be delegated by COMPANY to any other person or entity without the consent of CITY. 17. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 18. CITY EMPLOYEES AND OFFICIALS COMPANY 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. 10 j m f, 99agree?i n fosys110!06199 19. NOTICES Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to the office of COMPANY's agent (as designated in Section 1 hereinabove) or to office of CITY's Fire Chief as the situation shall warrant, or by enclosing the same in a sealed envelope, and delivering by overnight carrier or by United States certified mail, return receipt requested, addressed as follows, and shall be effective upon receipt: TO CITY: Michael P. Dolder Fire Chief City of Huntington Beach 2000 Main Street, P.O. Box 190 Huntington Beach, CA 92648 20. IMMIGRATION TO COMPANY: Steve Wignall President Infosys Business Solutions, LLC PMB 122, 10073 Valley View Street Cypress, CA 90630 COMPANY 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. 21. LEGAL SERVICES SUBCONTRACTING PROHIBITED COMPANY 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. COMPANY 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 COMPANY. j mf/99agree/infosys? 10/06/99 22. ATTORNEY'S FEES In the event suit is brought by either party to enforce the terms and provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees. 23. ENTIRETY The foregoing, and Exhibit "A" attached hereto, set forth the entire Agreement between the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. INFOSYS BUSINESS SOLUTIONS, LLC, a limited liability company ,` By:, jlo Jenn . ig al Secretary-Tresslrk rer/:Manager REVIEWED AND APPROVED: Cit dministrator CITY OF HUNTINGTON BEACH, -a municipal corporation of the State of California Mayor ATTEST: City Clerk APPROVED AS TO FORM: �O ` ity Attorney INITIATED AND APPROVED: Fire Chief Z0 . [n 6 Cl Director of Building & Saf, y jmf!99agreelin fosys! l W06.199 12 • • EXHIBIT A EXHIBIT "A" Prices for services included in this Agreement by and between the City of Huntington Beach and Infosys Business Solutions, LLC are listed below: Automation Services Billing'Rates: ■ Retainer up to 140 hours/calendar month S 15, 000/c al endar month. ■ Over 140 hours/calendar month S 125/hour. ■ All telephone service will be billed at a minimum of one (1) hour per incident and on -site service will be billed at a minimum of two (2) hours per incident. ■ Invoices thirty (30) days past due will result in the cease of all services described in the Work Statement, in Section 1, until account is current. ■ New software and/or additional services not included in services described in the Work Statement, in Section 1, will necessitate a separate fee schedule and require a subsequent agreement. Work Statement Clarification: Part A Work Scope requires on -site work approximately 100-120 hours per month. Part B Work Scope requires an average of one on -site meeting per week. . r-. CERTI.FtCA- TE lYYjalali A04-99 -APOF_ _ PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND ANDREW W. MORRIS INSURANCE AGENCY CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE 51 NEWPORT AVE., STE. 101 DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. TIN, CA 92780 PHONE 714-544-3914 COMPANIES AFFORDING COVERAGE FAX714- 731-3806 ------------------- ------------ --- ----------- ----- --------------------••-_--_- COMPANY A LICENSE # 0822586 LETTER TOPA INSURANCE COMPANY COMPA ETTERNY B MARKEL AMERICAN INSURANCE COMPANY INSURED ETTER"Y C+ INFOSYS BUSINESS SOLUTIONS,. LLC 10073 VALLEY -VIEW ST. #122 - - �-------- - - ---_ __��-_.._ CYPRESS, CA 90630 LETTER"Y D COMPANY E LETTER COVERAGES—.• 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. COI LTR TYPE OF INSURANCE I POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER DATE (MMIDDIYY) 1 DATE (MMIDDIYY) j LIMITS GENERAL LIABILITY GENERAL AGGREGATE is 1., 000-, OOO_w._ .X I COMMERCIAL GENERAL LIABILITY I I PROD UCTS-COMPIOP AGO. ! S EXCLUDED__.__ A :' i - CLAIMS MADEFXCICCURI -- ff 09-09-99 I 09-09-00PERSONAL 6 ADV. INJURY s E?(CLU.RED �WNEA'S d CONTRACTOR'S PROT.I ; EACH OCCURRENCE S i_l OOQ, 000_ I FIRE DAMAGE {Any one fire)Y S 5Q, Q11— (I 1 j MED. EXPENSE (Any one person) $ 000 OUTOMOBILE LIABILITY ANY AJTO COMBINED SINGLE 15 LIMIT ;_ ALL OWNED AUTOS i I AFFR l;D AS TQ roRM- GAIL IfUTTON , 0 �y, At 44 AH `I't BODILY INJURY j S _ _.. SCHEDULED AUTOS 8�.� Deputy Ci y Attorney, y : (Per person) - . _ HIRED AUTOS I �7 i BODILY INJURY j S NON -OWNED AUTOS GARAGE LIABILITY II�� i (Per amcent) �S PROPERTY DAMAGE I j EXCESS LIABILITY ( 1 EACH OCCURRENCE I S E UMBRELLA FORM AGGREGATE-`- { OTHER THAN UMBRELLA FORM k - � I ' ! STATUTORY LIMITS i WORKER'S COMPENBATION -- ...-_----•.- ---- i EACH ACCIDENT_ is i; AND i - - �---------------- DISEASE —POLICY LIMIT ' IS I---- EMPLOYERS' LIABILITY ! i - -- --- - "— -- - '— —"i"------ DISEASE —EACH EMPLOYEE I S OTHER i B PROFESSIONAL 1 LIABILITY (E&O) 1 MG804613 109-09--99 09-09-00 1 *LIMITS 1,000,000 DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLES!SPECIAL ITEMS *PROFESSIONAL.LIABILITY-CLAIMS-MADE FORM, AGGREGATE LIMIT POLICY. DEFENSE COST INCLUDED WITHIN LIMIT OF LIABILITY: THE CITY OF HUNTINGTON BEACH, ITS,AGENT, OFFICERS AND EMPLOYEES ARE NAMED AS ADDITIONAL INSURED AS RESPECTS TO GENERAL LIABILITY PER POLICY WORDING ATTACHED. CERTIFICATE HOLDER CANCELLATION HUNTI-1 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF HUNTINGTON BEACH i EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL 'THE 40ENTION: DAVIT WEBB i MAIL 30 DAYS WRITTEN NOTICE TOCERTIFICATE HOLDER NAMED TO THE 0' MAIN STREET LEFT, ' HUNTINGTON BEACH, CA 92648 AUTHORIZED REPRESENTATIVE ACORD 25-S (7190) OACORD CORPORATION 1990 OCT-08-1999 14:27 FROM s 0 TO 0 3741590 P.04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CO 20 26 1185 ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or or anization: CITY OF HUNTIN TON BEACH, ITS AGENTS, OFFICERS. AND EMPLOYEES 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.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED, ATTACHED TO AND FORMING PART OF. GL 13510 ISSUED TO: INFOSYS BUSINESS SOLUTIONS EFFECTIVE; 09/09/1999 OODY^8ht. Insurance Servioes Ofte, Ina, 1984 TOPA INSURANCE COMPANY BY OCT-03-1999 14:26 TOTAL. P.04 96% P.a4 city of Huntington Beach • NUN7ING70N BEACH 2000 Main Street California 92648 DECLARATION of NON -EMPLOYER STATUS In order to comply with City Council Resolution No. 97-20, you are required to provide proof of Workers' Compensation insurance. If you have no employees, this form must be signed and returned to: ` City of Huntington Beach Risk Management Division 2000 Main Street Huntington Beach, CA 92648 I.certify that in the performance of the activity or work for which this permit is issued, I shall not employ any person in any manner so as to become subject to California Workers' Compensation insurance requirements. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued under this declaration if l hire any employee(s) or become subject to the provisions of the laws requiring Workers' Compensation Insurance. Appli AddrE Appli, Title: Location Signed: _ Telephone Number: �2 k- 3� G:1RiskMgmt\Ce-t-Ins\lVC-Wvr.Doc (Rev. 8/13/97)