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HomeMy WebLinkAboutPROFESSIONAL NETWORKING CONSULTANTS INC. - 1997-12-15 '' ���. �e w L�,vt, h� ��''�� c✓,.wry f�— �- � t �-� �� `�' f �,,� —fin - �� . G�� - _� �...- From:Roanld J.Merkel To:Connie Brockway Date: 12/29/97 Time: 1:13:48 PM Page 1 of 1 n. ',�Y,�.i_/.^�/,'y%a •,�o1n��K,^fS<,�%C'2it�%�) }'iil��:� i' y ICE Z ' nl_iy! Y.?��<4 }=.S 3�1%•. 7 Lw(�:>;�` r�Ys rjK ;Zny ii^'��•,''' l�y{'+'isii� }Fii't:`F'S.,. LL�' rc -Y}li:�ib�•��i.i.;c'%..':�'..... .. ;)•J-`.'r`:ti nti:''o-s:�:v,:n�i'<' . Date: . 12/29/97 Time: 1:12:35 PM CST To: City of Huntington Beach Connie Brockway & Jerry Bramlett Phone: 714-960-8886 Fax: 714-374-1616 From: Professional Networking Consultants, Inc. Ronald J. Merkel Phone: 708-671-0.100 Fax: 708-671-0110 CONFIDENTIAL/Tr NOTICE The information in this facsimile is privileged and confidential information intended for the use if the addressee listed above. If your are neither the intended recipient nor the employee or agent responsible for delivering this message to the intended recipient,you are hereby notified that any disclosure, copying, distribution or the taking of any action in reliance on the contents of the telecopied information herein is strictly prohibited. If you have received this telecopy in error, please immediately notify us by teleplione to arrange for the return of the original document to us. Pages: 1 Subject: OpenI.T. Connectivity System contracts & down payment We are in receipt of our copy of the executed contracts for an OpenI.T. Connectivity System. A doNvn payment of S 25,390.80 (400'0) was to accompany the contracts (per Professional Nerivorking Consultants, Inc. Soffivare Support and License Agreement Schedule A Page 2 of 3 under `Payment Tennns'). Please advise PNC as to the disposition of those Rinds. &,e eufed eon fea e�6 Ma i'/cd /* PAle, /Z/eJ`97 dy C i'* CILe445 [i, CITY OF HUNTINGTON BEACH oil 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK CITY CLERK LETTER OF TRANSMITTAL REGARDING ITEM APPROVED BY THE CITY COUNCIUREDEVELOPMENT AGENCY APPROVED ITEM DATE: e e.e 27 I Z Pam, 9 TO:�D Q 0 Q i ATTENTION: /l eb ///2P,i L Name la�l pyz/j,���/� DEPARTMENT: aC1yI� ��Ol/i,T/l�Q� SfAjeet (J a -TL 61066 Z REGARDING:fI(�iP�el"4/7-r AW aE72&49-1� City,State,Zip Lle ens/,A/19 cSv % L�LL�T/L)�✓ d U*e/&,vF7ZdA UF ,wAotl See Attached Action Agenda Item -C;,N)S Date of Approval 7 Enclosed For Your Records Is An Executed Copy Of The Above Referenced Item For Your Records. &Xojit, vwdtt . Connie Brockway City Clerk Attachments: Action Pa Agenda Agreement Bonds Insurance V g �� RCA Deed Other Remarks: CC: k,/)o%eye. 'r� ,� —� ✓ .. 1196 L->)j A De lent RCA Agreyment Insurance Other Name Department RCA Agreement Insurance Other Name Department /RCA Agreement Insurance Other Risk Management Department Insurance Copy 1/ G:Follo%%vp!agrmts/transltr (Telephone:714-536.5227) (13) • 12/15/97 - CouncIftency Agenda -Page 13 E-24. (City Council) Adopt Resolution No. 97-89 -Approving City Classification Plan Amendment -Adds New Classification Of Deputy City Engineer(700.10)-Approve the Classification Plan amendment by adding a new classification entitled Deputy City Engineer and adopting Resolution No. 97-89 - "A Resolution of the City Council of the City of Huntington Beach Amending the Classification Plan to Add the Position of Deputy City Engineer." Submitted by the Public Works Director [Approved 6-0 (Sullivan absent from room)] E-25. (City Council) Approve Contract With Professional Networking Consultants. Inc. - For Installation Of Data Communications Hardware/Software & Software License & Support Agreement And Waive Professional Liability Insurance (600.10) - 1. Approve and authorize Mayor and City Clerk to execute the Agreement between the City of Huntington Beach and Professional Networking Consultants, Inc. for Software Licensing and Support, Installation of Hardware/Software and Purchase of Hardware; 2. Waive the professional liability insurance requirement and 3. Approve and authorize the Fire Chief to execute the Software License and Support Agreement. Submitted by the Acting Assistant City Administrator-Fire Chief [Approved 5-0 (Julien-Garofalo absent from room)] E-26. (City Council) Adopt Resolution No. 97-91 -Approve The Memorandum Of Understanding Between The City And The Municipal Employees Association (720.20)- 1. Approve the Memorandum of Understanding between the City and the Municipal Employees Association by adopting Resolution No. 97-91 - "A Resolution of the City Council of the City of Huntington Beach Approving and Implementing the Memorandum of Understanding between the Municipal Employees Association and the City of Huntington Beach for 12/27/97- 12131199. 2. Appropriate $433,430 to pay the increased salary and benefit costs for 1997/98. Submitted by the Deputy City Administrator-Administrative Services Director [Adopted 7-01 E-27. (City Council)Adopt Resolution No. 97-90 - Salary And Benefit Change - City Treasurer (700.90) -Adopt Resolution No. 97-90 - "A Resolution of the City Council of the City of Huntington Beach Modifying Salary And Benefits For Fiscal Years 1997198 And 1998199 For Elected City Treasurer." Provides for an increase in salary for the elected City Treasurer of 2% on December 27, 1997 and 2% on December 28, 1998 as outlined in Exhibit B to said Resolution. Submitted by the City Treasurer [Adopted 6-0 (Sullivan absent from room)] E-28. (City Council) Adopt Resolution No. 97-87 Setting The Salary And Benefits Of The Elected City Clerk (700.90) -Adopt Resolution No. 97-87 - "A Resolution of the City Council of the City of Huntington Beach Modifying Salary and Benefits for Elected City Clerk." Provides the same percentage salary increase and fringe benefits as are requested for appointed department heads. Range 523E ($6,357.87 per month) effective December 27, 1997 and Range 527E ($6,486.13 per month) effective December 27, 1998. Submitted by the City Clerk [Adopted 6-0 (Sullivan absent from room)] (13) 97 �- Council/Agency Meeting Held:�aT q7 Deferred/Continued to: Gd'Approve 0 Conditionally Approve O D Hied City Jerk's Signature Council Meeting Date: December 15, 1997 Department ID Number: FD 97-020 CITY OF HUNTINGTON BEACH REQUEST FOR ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, Acting City Administrator azcd PREPARED BY: MICHAEL P. DOLDER, Acting Assistant City Administrator/Fire Chief SUBJECT: APPROVE CONTRACT WITH PROFESSIONAL NETWORKING CONSULTANTS, INC. AND WAIVE PROFESSIONAL LIABILITY INSURANCE Es7tatem-en-tofissue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: Should the contract/agreement with Professional Networking Consultants (PNC), Incorporated (Attachment No. 1) be approved as submitted? Funding Source: Unreserved, undesignated General Fund Balance. Recommended Action: Motion to: Approve and authorize Mayor and City Clerk to execute the Agreement Between the City of Huntington Beach and Professional Networking Consultants, Inc. for the Installation of Data Communications Hardware/Software and waive the professional liability insurance requirement. Alternative Action(s): Deny and renegotiate. Analysis: On August 4, 1997, the City Council approved (Attachment No. 2) a capital appropriation of$122,809 from the unreserved, undesignated General Fund (Attachment No. 3) for three (3) computer related technology projects. One of these projects was $68,023 for the upgrade of the Business System's data communication processor (a device which allows dissimilar "user" hardware and software to communicate with multiple business software systems). This upgrade offers the benefits of: 1. a return-on-investment of less than four (4) years, 2. use of TCP/IP, the internet communication protocol, for vendor independence and necessary for future migration. • REQUEST FOR ACTION • MEETING DATE: December 15, 1997 DEPARTMENT ID NUMBER: FD 97-020 Analysis (continued): Since the August 4, 1997 appropriation, staff has finalized and issued an RFP, performed site visits, completed vendor selection, and contract negotiations. Staff is presently prepared to issue a purchase order pending contract approval. The City's Settlement Committee has reviewed the Application for Insurance Waiver or Modification and recommends the professional liability insurance be waived. Environmental Status: Not applicable. Attachment(s): City Clerk's Page Number No. Description 1. Agreement Between the City of Huntington Beach and Professional Networking Consultants, Inc. 2. RCA FD 97-010 approved by City Council on August 4, 1997 3. Fiscal Impact Statement#97-53 dated July 3, 1997 RCA Author: Jerry Bramlett, ext. 8886 FD97020 -2- 12/08/97 2:14 PM A TTA CHMENT 1 AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND PROFESSIONAL NETWORKING CONSULANTS,INC. FOR SOFTWARE LICENSING AND SUPPORT,INSTALLATION OF HARDWARE/SOFTWARE AND PURCHASE OF HARDWARE THIS AGREEMENT is made and entered into this /5 tt day of 412-e-� , 1997, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY", "LICENSEE" or "Buyer", and PROFESSIONAL NETWORKING CONSULTANTS, INC., an Illinois Company, hereinafter referred to as "CONSULTANT", "LICENSOR" or"Seller". ' WHEREAS, CITY desires to engage the services of a consultant to provide software licensing and support, installation of hardware/software and to sell hardware to 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 CONSULTANT has been selected to perform said services and sell said hardware, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. TERM OF AGREEMENT This Agreement shall commence on the day and year set forth herein as the execution date and shall continue for one year, subject to termination by either party as provided herein. 2. WORK STATEMENT/HARDWARE SALE CONSULTANT shall provide all services along with the hardware/software described in CONSULTANT's proposal dated November 21, 1997 (hereinafter referred to as Exhibit "A"), which is attached hereto and-incorporated into this Agreement by this reference. Mlle j 1 Said services and hardware/software as described in Exhibit "A" shall sometimes hereinafter be referred to as "PROJECT." CONSULTANT hereby designates Ron Merkel, Account Executive, who shall represent it and be its sole contacts and agents in all consultations with CITY during the performance of this Agreement. 3. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 4. TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of the CONSULTANT are to commence as. soon as practicable after the execution of this Agreement, and all tasks specified in Exhibit "A" shall be completed as soon as practicable. This schedule may be amended to benefit the PROJECT, if mutually agreed by the CITY and CONSULTANT. CONSULTANT shall complete all reports by the dates detailed in the Proposal. 5. COMPENSATION In consideration of the .performance of the services, installation of hardware/software and sale of goods described herein, CITY agrees to pay CONSULTANT . Sixth Eight Thousand, Three Hundred Sixty-Nine Dollars and Thirty-Four Cents ($68,369.34), all as set forth in Exhibit"A". 6. 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 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. If unusual circumstances are encountered which make it necessary for CONSULTANT to do additional work, CONSULTANT shall report such conditions to CITY's City Council and City Administrator prior to undertaking such additional work, and request additional 2 compensation at CONSULTANT's agreed billing rates, all of which shall be subject to a written amendment hereto, approved by the City Council. 7. METHOD OF PAYMENT A. CONSULTANT shall be entitled to payments toward the total compensation set forth herein in accordance with Exhibit "A". B. Delivery of work product: A copy of every technical memo and report prepared by CONSULTANT shall be submitted to the 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. The CONSULTANT shall submit to the CITY an invoice for each progress payment due. Such invoice shall: 1) Reference this Agreement; 2) Describe the services performed/goods delivered; 3) Show the total amount of the payment due; 4) Include a certification by a principal member of the CONSULTANT's firm that the work has been performed and goods delivered in accordance with the provisions of this. Agreement; and 5) For'all payments, include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall promptly approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval, within seven (7) calendar days of 3 receipt of the invoice, and the schedule of performance set forth in Exhibit "A" shall be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement is terminated as provided herein. D. Any billings for extra work or additional services authorized by CITY shall be invoiced separately to the 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. E. Final payment shall be made when CITY receives CONSULTANT's final report. 8. ADVICE AND CONSULTATION CONSULTANT shall provide advice and consultation on matters that may arise from time to time that will affect PROJECT. CONSULTANT shall provide CITY staff with advice and consultation as required throughout the year relating to subject matter of this Agreement. 9. INDEMNIFICATION AND HOLD HARMLESS CONSULTANT shall protect, defend, indemnify and hold harmless CITY, its officers, officials, employees and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of every nature) arising out of or in connection with the performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the CITY. 4 • 10. WORKERS' COMPENSATION Pursuant to California Labor Code. section 1861, CONSULTANT acknowledges awareness of section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers' compensation; CONSULTANT covenants that it will comply with such provisions prior to commencing-performance of the work hereunder. CONSULTANT shall maintain workers' compensation insurance in an amount of not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence; One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease,policy limit. CONSULTANT shall require all subcontractors to provide such workers' compensation insurance for all of the subcontractors' employees. CONSULTANT shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation insurance and CONSULTANT shall similarly require all subcontractors to waive subrogation. 11. GENERAL LIABILITY INSURANCE In addition to the workers compensation insurance and CONSULTANT's covenant to indemnify CITY, CONSULTANT shall obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle coverage covering the PROJECT. Said policy shall indemnify CONSULTANT, its officers, agents, 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$1,000,000 per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than $1,000,000. Said policy shall name CITY, its 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 CONSULTANT's insurance shall be primary. 5 12. PROFESSIONAL LIABILITY INSURANCE. CONSULTANT shall furnish a professional liability insurance policy covering the work performed by it hereunder. Said policy shall provide coverage for CONSULTANT's professional liability in an amount not less than $1,000,000 per occurrence and in the aggregate. A claims made policy shall be acceptable if the policy further provides that: 1. The policy retroactive date coincides.with or precedes the professional 0 services CONSULTANT's start of work(including subsequent policies purchased as.renewals or replacements). 2. CONSULTANT 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. 3. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least(2)years to report claims arising from work performed in connection with this Agreement. 4. The reporting of circumstances or incidents that might give rise to future claims. 13. CERTIFICATES OF INSURANCE,; ADDITIONAL INSURED ENDORSEMENTS Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY certificates of insurance, subject to approval of the City Attorney, evidencing the foregoing insurance coverages as required by this Agreement; said 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 6 C. shall promise that such policies shall not suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty days prior written notice; however, ten days prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverages in force until the work under this Agreement if fully completed and accepted by CITY. The requirement.for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of CITY by CONSULTANT under the Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 14. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor. CONSULTANT shall secure at its expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation, and other payroll deductions for CONSULTANT and its officers, agents, and employees and all business licenses, if any, in connection with the services to be performed hereunder. 15. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT services hereunder at any time with or without cause, and whether or not PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. Time and expense will be paid for work already completed up to the time of termination. Either party may terminate this Agreement upon thirty days' written notice, delivered in accordance with the provisions under Paragraph 21 of this Agreement. 16. ASSIGNMENT AND SUBCONTRACTING 7 This Agreement is a personal service contract, and the supervisory work hereunder shall not be delegated by CONSULTANT to any other person or entity without the consent of CITY. 17. 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. 18. FAIR EMPLOYMENT PRACTICES/EQUAL OPPORTUNITY ACTS In the performance of this Agreement, CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code §12940, et seq.) and the applicable equal employment provisions of the Civil Rights Act of 1964 (U.S.C. 2000e, etseq.). 19. AGENCY Except as CITY may specify in writing, CONSULTANT shall have no authority, express or implied, to act on behalf of CITY as its agency in any capacity whatsoever. CONSULTANT shall have no authority hereunder, express or implied, to bind CITY to any obligation whatsoever. 20. CONFLICT OF INTEREST During the term hereof, CONSULTANT shall not -accept or perform any employment, or have any financial interest, which in any way conflicts with its performance of this Agreement. Huntington Beach City Charter §616 provides that during the term hereof, CONSULTANT may have no personal interest, direct or indirect, in the fiscal affairs of the CITY government or any of its officers. 8 21. NOTICES Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY's Acting Assistant City Administrator/Fire Chief, as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, addressed as follows: TO CITY: TO CONSULTANT: Michael Dolder Ron Merkel, Account Executive Acting Assistant City Administrator/ Professional Networking Consultants, Inc. Fire Chief 13301 Southwest Highway City of Huntington Beach Orlando Park;IL 60562 2000 Main Street Huntington Beach, CA 92648 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification.. 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. 9 I 24. ETIREJ The foregoing, and Exhibit "A", attached hereto, s�t forth the entire Agreement between the parties. IN WITNESS WHEREOF, the parties hereto have cased this Agreement to be executed by and through their authorized offices the day,month and'year first above written. PROI~ESSIONAL NETWORKING CITY OF HCJNTINGTON BEACH, A CONSULTANTS,INC., municipal corporation of the State of ' an Illinois Company: Cal' ornia "C! za=�C- B PAT MADDEN Mayor President • w- APPROVED AS T6 FORM: By. DAN BRUNNICK Secretary 11 City Attorney. ! t-3 q 7 ATTEST: INITIATED AND APPROVED: City Clerk %a o23 97 Fire Chief REVIEWED AND APPROVED: City A ministrator 10 12./04/97 :S:03 HUMBE.R7 INS AGENCY 4 1714374: /,Z z y7 N0.102 P002/002 . laid ��. ERTtFi+ t3FIN-UR�ANCE:•::::' -- . . .. � DATEfMMIW DR : ,YYI . AOPBBl. . . .: 12/05/97 CA 151MID AS IVFORM4TION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE BUIMERT INSURANCE: AGENCY, LTD. / ,', HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 186 INDUSTRIAL pRIVEI 9T8 $43 0 `yG % � ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. BLN=ST IL 60126 COMPANIES AFFORDING COVERAGE EMMBRT INSURANCE AGENCY, LT f COMPpNv "ggamo. 630-279-8300 PaxNp. �� flJ 9� A 0e0®r41 CaMUSItY. INSURED cCIMPaNv 8 PROFESSIONAL NETWORKING CONSULTANTS, INC. O 10600 W. 143RD STRBST ~COMPANY ORLAND PARR, IL 60462 D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANC:B LI$TyIO BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PQR100 INDICATED.NOTWITHSTANDING ANY ABQUIR?VENT•TERM OR CONDITION OF ANY CONTRACTOR OTMRN DOCUMENT WITH RESPECT TC WHICH THIS ' CBRTIPICATI!MAY BE ISSUED OR WAY PERTAIN,THE INSURANCE AFPORDID By THE POUCIES DESCRIBED HEREIN 19 SUBJECT TO ALL THE TERMS, _ EXCLUSIONS AND CONDITIONS OF SUCH POLICIOS,LIMITS S4OWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, CO TYPE JF INSURANCE I POLICY NUMBER I POLICY EFFECTIVE POUCY EXPIRATION !EMITS LTA CATE(MM/DD/YY) CATO IMMMONY1 06NER/LLUABturr - GENERALADaREOATE 42,000,000 A S i COMMERCALCEVERALLIAB•UTY C92814941 09/15/97 09/1$/98 PRODUCTS•COMP/OPAOO a 1a000 000 C:AIMS MADE ox OCCua I I I PERSONAL 6 ADV 1WURV 41,000,000 OWNER'S&CONTFAC'OA'S PAOT j 1 EACH OCCURRENCES 00,1 000,000 HI I PIAE DAMAGE(APY"fire) 1 4 50 000 ME;EXP IAmV one person! 14 51000 AUTOMOBILE UAB(UTY A �I ANY ault) I C92614941 09/15/97 09/15/98 COMC`NODSIMOLOLIMIT 14110001000 ALL DWIiEG AUTOS SDDILY INJURY 19 _-�I SCHEDAI:EO A'JTO5 IPef WWI) HIRED AUTOS 1 BODILY INJURY x NON•OWNWAUTOS I IPNeooltlen0 PROPERTY DAMAGE I 0 GARAGE 61AAILIYY I AUTO ONLY-EA ACCIDENT S. ANY AUTO OTHA0ONLY -I NO COVTJLW i EACH ACCIDENT 4 tj AGGREGATE 4 EXCESS LIABILIYT I EACH OCCURRENCE 4 1 UMSFELLA PORV.- I NO COVERAGE AOOITGATE e_ ...+�CTHER'1IAN UMBRELLA FORM- 0 WORKER3 COMPENSATION ANO STATVTOAY LIMITS EMPLOYERS'LIAEILITY_ EACH ACCIDENT '4 THE PROPA47OAl I INCL NO COV8RAG8 DISEASE.POLICY LIMIT 0 PAATNEFE/CY CCUTIV E OFFICERS ME: Encl. :y DISEASE EACH EMPLOrOII it OT14E4 NO COVERAGE I-L to ell OEBCRIPTIOV OF OPCRATION3A.00ATANlf vgmlOLUIRPECWL ITEMIV ITS AGS �ygg ADDITIONAL INSUR ilHTY io BRACH LO CITY OF s Ago 1' 2 ICTL E[AIYNPBTRffiHIS TO 8T, bzn OTo 88AC}3.�'Y'Y 0� �����0�L CEATIFICAT,E HOLDER • 0000000 OHOULa ANY OF THE ABOVE DESCRIBED POUOIES DE CANOELLED BEFORE THE EXPIRATION OAYE T113REOP,THE ISSUING COMPANY WILL JUL—DAYS WRITTFJY NOTICE TO THIS CERTIFICATE HOLDER NAMED TO THE LEFT. CITY OF HU rNeToN amum ruATa W"MOZA 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 AVTH :. .: �aCoaa..28-5 t3r911 ... : •. '::.:.:.:•:..... ....:.:::..... . : :.:•.:: :: ... ••...A�rORD�:COgPbAA 3 EXHIBIT A Professional Networking Consultants, Inc. Software License and Support Agreement Professional Networking Consultants, Inc. ( "Licensor" ), agrees to grant, City of Huntington Beach California, "Licensee" ), 2000 Main Street (address), Huntington Beach (city), CA (State), 92648 (zip) or (Mail Code), a non-exclusive and non-transferable license (the "Agreement" ) to use the software products listed in Additional Schedule A Licensed Programs and Telephone Support(hereafter referred to as"Licensed Programs")on specified systems in accordance with the terms and conditions of this Agreement. This Agreement authorizes the Licensee to only use the Licensed Programs specified in Additional Schedule A Licensed Programs and Telephone Support. This is an object code license only. A separate Agreement or Additional Schedule A Licensed Programs and Telephone Support is required for each host system and/or node added on which the Licensed . Programs will be used. I.-DURATION This Agreement will begin on the day of acceptance of this Agreement by both parties. This Agreement shall continue from year to year thereafter, subject to termination by either party upon no less than ninety days written notice prior to each anniversary date. Licensor may terminate this Agreement if the Licensee fails to comply with the terms and conditions of this Agreement. Licensee agrees upon such termination to return to Licensor or destroy the Licensed Programs together with all copies, modifications,and merged portions in any form,as the Licensor may direct. 2.PAYMENT Payment for the Licensed Programs is governed by the Licensor's standard payment terms are forty percent(40%)down payment upon execution of this Agreement by Licensor,thirty per cent(30%)upon delivery of Licensed Programs by Licensee and thirty per cent(30%),balance due,no later than thirty calendar(30)days after the date of installation or after `walk-away' provision in the Additional Terms and Condition Agreement has expired.A late charge of one and one-half percent(1.5%)per month on the unpaid balance for any late payment will be applied. 3.COPYING AND USE OF LICENSED PROGRAMS The Licensed Programs, which are provided by Licensor in machine readable form, may be copied in whole or in part, in machine readable form in sufficient number for use by the Licensee for backup, archival purposes, disaster recovery testing and disaster recovery purposes only. The original and any copies of the Licensed Programs shall be and will remain the property of the Licensor and shall be governed by this Agreement. 4.CONFIDENTIALITY (a)Licensee shall not sell,transfer,publish,disclose,display or otherwise make available to others the Licensed Programs or copies thereof. Licensee acknowledges that the Licensed Programs contain the trade secrets of Licensor. Licensee agrees to secure and protect the Licensed Programs and copies thereof as well as the trade secrets contained therein in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees to satisfy its obligations hereunder. Licensee further agrees to restrict disclosure of the Licensed Programs and the trade secrets contained therein to it's employees on a need to know basis only. (b) Violations of these provisions shall be the basis for immediate termination of this Agreement. Termination of the Agreement shall be in addition to and not in lieu of any other legal or equitable remedy available to Licensor. 5.LIMITED WARRANTY THE LICENSED PROGRAMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAMS IS WITH THE LICENSEE. Professional Networking Consultants,Inc. Software Support and License Agreement Page 1 of 3 Pages Revision 9/96 Licensor does not warrant that the functions contained in the Licensed Programs will meet Licensee's requirements or that the operation of the Licensed Programs will be uninterrupted or error free. 6.LIMITATIONS OF REMEDIES If in the event the Licensee encounters a defect in the Licensed Programs,the Licensor will make its best effort to resolve such defect in a timely manner. Licensor's liability to Licensee for damages resulting from Licensor's breach of this Agreement or from any defect in Licensor's software shall be limited and never exceed the sum of the Licensed Programs listed and paid, including taxable court costs and attorney's fees. In no event will Licensor be liable for any damages, including any lost profits, or other incidental or consequential damages arising out of the use or performance of the Licensed Programs. 7.GENERAL (a) Licensee acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. Licensee further agrees that this is the complete and exclusive understanding of the Licensor and Licensee, and that the Agreement supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement.This Agreement may not be modified or altered except with the written consent of the parties. (b)This Agreement shall be interpreted and governed by the laws of the State of California. (c)The Waiver or failure of either party to exercise any right provided for herein shall not be deemed a waiver of any other rights hereunder. (d)No action, regardless of form, arising out of this Agreement may be brought by the Licensee more than one(1)year after the cause of action has arisen. (e).Licensor shall have the right to collect from Licensee its reasonable expenses incurred in enforcing this Agreement, including all attorney's fees. (f)If any of the provisions, or portions hereof of this Agreement are held invalid under any applicable statute or law, they are to that extent to be deemed omitted and the other provisions herein set forth shall remain in full force and effect. (g)This Agreement becomes effective when signed the by Licensee and delivered to and accepted by an authorized Licensor representative. (h) Any unauthorized modification made by the Licensee to the Licensed Programs, renders any and all warranties made herein by Licensor null and void. 8. SUPPORT The Licensor agrees to provide telephone support for the products listed on Additional Schedule A Licensed Programs and Telephone Support on a 5/9,5 (five)day per week,9(nine)hour per day basis between the hours of 8:00 A.M.and 5:00 P.M. For telephone support outside the hours of 8:00 A.M. and 5:00 P.M.the schedule set forth below applies. Support can only be upgraded on the anniversary of this Agreement. If Licensee elects to upgrade support, such upgrade must done via certified mail written notice to Licensor 60 (sixty) calendar days prior to the Agreement's anniversary date. Charges for extended support are listed below in the form of differentials that are to be applied to the annual License and Support Charges. Downgrades from extended hour coverage to basic 5/9 coverage would be accomplished via the same methodology as described above for upgrades. Hours of Support 9 hour 12 hour 16 hour 24 hour Coverage Differential Differential Differential Differential Charge Charge Charge Charge Mon.-Friday 0% 25% 30% 42% Saturday 9% 1 10% 12% 16% Sunday 11% 12% 14% 18% 7 Day Total 20% 47% 56% 76% 9. DISPUTE RESOLUTION If a dispute arises out of or relates to either parties' performance or obligations under this Agreement, or a claim of default or breach is made, the parties agree to attend a face-to-face meeting convened by a mediator chosen by the parties in order to discuss in good faith a resolution of the issues before either party is entitled to seek arbitration or file a lawsuit. Professional Networking Consultants,Inc. Software Support and License Agreement Page 2 of 3 Pages Revision 9/96 ti 10.NOTICE All notices under this Agreement shall be sent to the parties at the respeeti ses to f i d • Licensor Licensee 'VV�� Patrick J.Madden Name Shirley Dettloff President file•' 13301 Southwest Highway Mayor Street Address Orland Park,IL 60462-1890 _ 2000 M a in Street City State/Province Zip/Postal code The United States of America Huntington Beach Ca 92648 Country USA 11.ANSIGNMENT Licensee shalt not assign its rights nor delegate its duties under this Agreement withouti.he written consent of Licensor. 12.ADDITIONAL FORK The attached Professional Networking Consultants,Inc.Additional Schedule A Licensed Programs and Telephone Support,Agreement for Equipment Sale and Additional Terms and Conditions are hereby incorporated into this Agreement. 13.SECURITY INTEREST Licensee agrees that until full payment pursuant to paragraph 2 hereof is paid to Licensor, Licensor shall have a security interest in the Licensed Programs listed on attached schedules entitled"Additional Schedules A Licensed Programs and Telephone Support."A copy of said security agreement may be filed with the appropriate state authorities at any time after signature by Licensee,as a financing statement in order to perfect Licensor's Security Interest. Licensee further agrees to execute any additional documents and take any other action necessary to perfect Licensor's interest. 14.OTHER AGREEMENTS This Agreement supersedes any previous oral or written communications or agreements Accepted: uccfivef - 1 Licensee ami I'vt Signature Name Signature itle Date Tit a Date 13301 Southwest Highway ?n n n Main _S t r a o t 1 2 1 1 5 1 9 7 Street Address Street Address Orland Park, IL 60462 H u n t i n gin n B p_a h C a 92648 City State/Province Zip/Postal code City State/province _ Zip/Postal code The United States of AmericaU s a — Country Country Attest : — — Connie Brockway , Ci„y Clerk *PROVED AS TO FORM: G.AIL HUTTON u X. AT NE 61 Deputy City Attu,_. Professional Networking Consultants,Inc. Software Support and License Agreement Pago 8 of 8 Pago$ ReNslon 8/96 . . .. ..... ti Additional Schedule A Licensed Programs and Telephone Support Charges are for License and Telephone Support. Licensee City of yuntington Beach California Location 2000 Main Street Huntington Beach, CA 92648 Master Software License and Support Agreement date PP Total Annual Initial Software Software License License and • Total Support Style Description W Unit Charge Charge Charge OIT-PN-3-INIUC Openl.T.Primary Node Initial Software License 1 $ 15,200.00 $ 15,200.00 N/A OIT PN-2HS-3-INIUC-DIS Primary Node 2nd Dissimilar host Connection Initial Software Lic. 1 $ 1,470.00 $ 1,470.00 N/A OIT DC1-3-INUC 1st Data Comm Lines Initial Software License 1 $ 5,880.00 $ 5,880.00 N/A OIT IPX 3-INUC-3SYS IPX/SPX(LCWj Initial Software License 1 $ 8,000.00 $ 8,000.00 N/A OIT FTP-3-INUC TCP FTP Initial Soft License(includes FTP manager) 1 $ 10,600.00 $ 10,000.00 N/A OIT PN-3-LICSUP Openl.T.Primary Node Annual Software License&Support 1 $ 3,200.00 N/A $ 3,200.00 OIT PN-2HS-3-UCSUP-DIS Primary Node 2nd Dissimilar host Conned Annual Software Uc/Suprt 1 $ 2,300.00 N/A $ 800.00 OIT DC1-3-UCSUP 1st Data-Comm Software Annual Software License and Support 1 $ 1,340.00 WA $ 1,300.00 OIT IPX-3-UCSUP IPX/SPX(LC"Annual Software License and Support 1 $ 1,067.00 NIA $ 1,067.00 OIT FTP-3-LICSUP TCP FTP Annual License and Support(includes FTP manager) 1 $ 1,500.00 N/A $ 1,500.00 Sub Totals $40,550.00 $ 7,867.00 Grand Total (plus insurance) $48,417.00 • Professional Networking Consultants, Inc. Software Support and License Agreement Schedule A Page 1 of 3 Page Revision 9/95 T Payment Software $ 48,417.00 Hardware (with Installation plus actual expenses) $ 14,710.00 Shipping and Insurance $ 350.00 $ 63,477.00 Payment Terms Amount Downpayment with contracts(401/o) $ 25,390.80 30%due with Delivery of Hardware $ 19,043.10 30%due upon 30 Calendar'walk-away'period $ 19,043.10 Total $ 63,477.00 Costs Software( Initial and Annual Charges) $ 48,417.00 Hardware(with Installation less actual expenses) $ 14,710.00 Sales Tax of 7.75%(paid by City of Huntington Beach to CA $ 4,892.34 Shipping and Insurance $ 350.00 Total Cost $ 68,369.34 1 st Year Total Initial Software License Total Charge $ 40,550.00 One Time Charge Total Annual Software License and Support Charge $ 7,867.00 Recurring Charge Initial Hardware Total Charge $ 9,210.00 One Time Charge Installation and Training(plus actual expenses) $ 5,500.00 Sales Tax of 7.75% (paid by City of Huntington Beach to CA $ 4,892.34 Shipping and Insurance $ 350.00 Total $ 68,369.34 Subsequent Years Total Annual Software License and Support Charge $ 7,867.00 Recurring Charge NOTES: 1.)Above system is for 1,500 sessions( 1 node x 1,500 sessions/node). 2.)Need 2 SCSI DLPs,Target IDs#3 and#4 are user supplied. SCSI Channel Adapters on A14s/A18s supported by unit. 3.)Any one or all LAN/WAN protocols such as Telnet(TCP/IP)and/or IPX/SPX(LCW) and/or HLCN(NetBios)can run simultaneously with the appropriate Openl.T.software. 4.) Installation and Training is up to 5(five)calendar days plus actual expense are due to Licensor by Licensee. 5.)Warranty 1 year retum-to-depot in Orland Park, IL 6.)Openl.T.basic package consists of: 1-Openl.T. Pentium Core Processor 1-SCSI micro processor 32MB of RAM Professional Networking Consultants, Inc. Software Support and License Agreement Schedule A Page 2 of 3 Page Revision 9/95 I&'color monitor mouse" CD ROM 3-6'floppy disk drive 1.2GB IDE hard drive WindowsNT Workstation software host software Openi.T, node software Accepted: Licensee S' afore Signature _ �r :77 Shirley Dettloff _ e Name 12/ 1 5/97 -- Title Date Title Date 13301 Southwest Highway 2000 Main S t r;p p r Street Address Street Address Orland Park, IL 60462 Huntington Beach City State/Province Zip/Postal code City State . rovince Zip/Postal code The United States of America - Country Country A t.t e:s_t-:---- Connie: Broc -w-a , City Clerk APPROVED IS TO FORM: ' GAIL HU CITY TO Y �3y Deputy City At orrieY a ,� proved Professional Networking Consultants, Inc. Software Support and Ucense Agreement Schedule A Page 8 of 8 Page Revision 9/86 i p rofessional etworking y c onsultants, Inc. AGREEMENT FOR EQUIPMENT SALE This agreement by and between PROFESSIONAL NETWORKING CONSULTANTS, INC., an Illinois Compahy, having its principal place of business at 10600 West 143rd Street Orland Park, 1L 60462-1890, hereinafter called SELLER, and COMPANY NAME: City of Huntington Beach California . ADDRESS: 2000 Main Street CITY,STATE,ZIP: Huntington Beach, CA 92648 hereinafter called BUYER. WITNESSETH, that in Consideration of the mutual undertakings herein contained, the parties agree as follows: 1.SALE: SELLER, by its acceptance of this agreement, agrees to sell and BUYER agrees topurchase from SELLER the new equipment listed below, in accordance with the Terms and Conditions specified herein. Initial . tlard>aare Total style Description ' REY LM Chugs cmale IT PN-3HRDN4R C1penI.T.Primary Node Fiarduvare 1 $ 5,600.00 $ 6,6W.00 IT4114-2HS-3-1-IRDAR DIS Primary Node 2nd Dissimler h W SCSI Connection Hardware 1 $ 1.210.00 $ 1,210.00 IT DC13FffiDAFt 1st Data Comm Lines Initial Hardware 1 $ 2,400.00 $ 2,400 00 Totals I $ 9,210.00 Installation and Training(up to five c onftwus calendar dads) $ 5,60000 Cy'and Total(Plus Insumce) ' $14,710.00 2,SALES PRICE: The Sales Price of equipment is S 14.710.00 which amount BUYER agrees to pay SELLER as outlined in the Professional Networking Consultants. Inc. Software License and Supbort Agreement-Additional Schedule A. A late charge of one and one-half percent (1.5%) per month on;the unpaid'bilance for arty late payment will be applied. ON"WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AND 00 EACH HERE�Y WARRANT AND REPRESENT THAT THEIR RESPECTIVE SIGNATORIES "SE SIGNATURES APPEAR BELOW HAVE BEEN AND ARE ON THE DATE OF THIS AGREEMENT DULY AUTHORIZED BY ALL NECESSARY AND APPROPRIATE-CORPORATE ACTION TO EXECUTE THIS AGREEMENT. THE BUYER ACOWMtS ING THF�/ENTI AGREEMENT. ON BOTH SIDES, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TEM'AND CONDITIONS. � -f - - - ; Accepted: Attest : 02.3g-7 " TOP' Buye nnie Br o City Clerk ame Name P"Shi ey Dettloff l itle T Date Title Mayor Date 12/ 15/9 7 Street Address Street Address -AJ AM4 2000 Main: Street Ci S Province City State/Province Huntington Tiaapli rg 9 2 6 A A Zip Postal Code Co0ifif Zip Postal Code Country ADDITIONAL TERMS ON REVERSE SIDE APPROVED AS TO FORiej:1 GAIL HUTTON CITY ATTOR /1 T)nDuty City Attorney 3. DELIVERY: SELLER shall deliver and Buohall accept delivery of the equipment. Deoy will be made in accordance with the fate or dates specified herein, subject to conditions beyond SELLER'S control. If no delivery date is specified herein, delivery stall be made by SELLER within a reasonable period of time after acceptance of this agreement. BUYER shall bear all risk of loss after delivery of equipment, regardless of whether the equipment is installed or operating at time of loss. All shipping. insurance, installation and maintenance costs shall be borne and promptly paid by BUYER. 4.WARRANTY: SELLER passes through the manufacturer's warranty and equipment will be in working condition. BUYER is responsible . for enrollment and execution of a standard maintenance contract after manufacturer's warranty expires. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. INCLUDING BUT NOT LIMITED TO. THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREIN EXCLUDED. No action, regardless of form, arising out of transactions occurring or contemplated by this Agreement. may be brought by any party more than two (2) years after the cause of action has occurred, except that an action for non-payment may be brought within two (2) years of the date of this last payment. 5.TITLE: Title to the.Equipment will be free and clear of all liens, claims and encumbrances of any kind and shall vest in BUYER upon full payment of the purchase price required to be paid pursuant to paragraph 2 hereof. 6.SECURITY INTEREST: Buyer agrees that until full sales price pursuant to paragraph 2 hereof is paid to SELLER, SELLER shall have a purchase money security interest in the equipment listed in paragraph 1 hereof. A copy of this agreement may be filed with the appropriate state authorities at any time after signature by BUYER, as a financing statement in order to perfect SELLER'S Security Interest. Buyer further agrees to execute any additional documents and take any other action necessary to perfect SELLER'S interest. 7. DEFAULT,ACCELERATION AND REPOSSESSION: If BUYER fails to pay the purchase price or becomes a party to bankruptcy or insolvency proceedings or makes an assignment for the benefit of creditors or fails to perform any obligations lereunder, the BUYER shall be in default. Upon default. SELLER may, without prejudice to any other rights or remedies, declare any anpaid amounts immediately due, enter BUYER'S premises and repossess the equipment. All rights and remedies provided herein shall be cumulative and in addition to those provided by law or equity. 8.TAXES: BUYER will be responsible for an shall pay all applicable taxes. fees or additional charges (including any interest and Penalties thereon) if any, imposed by taxing authorities by reason of the sale and delivery herein provided for. In the event BUYER is purchasing for resale, a duly executed resale certificate shall be delivered to SELLER. 9. NOTICES: Any notice provided for herein shall be in writing and sent by registered certified mail, postage prepaid, addressed to the party for which it is intended, at the address set forth in the first paragraph of this Agreement or to such other address as either party shall from time to time indicate in writing said notice to be deemed to be effective upon receipt or three (3) days from the date of mailing, whichever occurs first. 10. OPTION TO TERMINATE: In the event BUYER refuses or is unable to accept delivery of the equipment, then SELLER shall have the right to (a) terminate this agreement on five (5) days notice to BUYER. (b) immediate possession of the Equipment, and (c) retain all money paid hereunder to the date of said notice as liquidated damages. 11.CONSEQUENTIAL OR SPECIAL DAMAGES: SELLER shall not be liable to BUYER for loss of revenue or profit, special. consequential, incidental, or indirect damages of any nature arising as a result of SELLER'S failure to perform its obligations hereunder. 12. ENFORCEMENT EXPENSES: Buyer shall be liable to SELLER for any costs and legal expenses incurred by SELLER in enforcing the provisions of this Agreement, including reasonable attorney's fees. 13. SOFTWARE: BUYER acknowledges that SELLER has made no representation or warranty, without limitation, for the performance of any software. BUYER shall assume full responsibility for the overall effectiveness and efficiency of the operating environment in which Equipment and Software are to function. 14. MISCELLANEOUS: a. This constitutes the entire Agreement between SELLER and BUYER with respect to the purchase and sale of the Equipment, and supersedes any previous oral or written communications or agreements., and no representation or statement not contained herein shall be binding upon SELLER and BUYER as a warranty or otherwise, unless in writing and executed by the party to be bound thereby. b. This Agreement shall be binding upon and of the parties hereto and their respective successors and assigns. C. This Agreement shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance and enforcement. d. This Agreement is subject to acceptance by SELLER at its office in Orland Park. Illinois, and shall only become effective on the date thereof. e. This Agreement contains the complete and exclusive expression of the agreement between the parties, and supersedes any previous oral or written communications or agreements. Professional Networking Consultants, Inc. Additional Terms and Conditions Licensee City of Huntington Beach California Location 2000 Main Street, Huntington Beach, CA 92648 Master Software License and Support Agreement dated AkcoJw /,9,?7 The following Additional Terms and Conditions is in addition and supplements the following Professional Networking Consultants, Inc. Agreements: • Professional Networking Consultants, Inc. Software License and Support Agreement, • Professional Networking Consultants, Inc. Additional Schedule A Licensed Programs and Telephone Support, • Professional Networking Consultants, Inc. Agreement for Equipment Sale. In the event that a conflict between the terms of this Agreement and the terms of the aforementioned Professional Networking Consultants, Inc. Agreement(s),the terms of this Agreement shall prevail. 1. At any time within the first thirty days (30) calendar days after the date of installation date of the initial OpenI.T. Connectivity System hardware and software, Licensee may rescind and terminate these Agreements (i.e. `walk-away' ) without penalty if Licensee determines in its sole discretion that Licensor's software and hardware does not communicate, function or reduces the performance of Licensee's Unisys V460 and MA825. Installation date is the calendar day after Licensor turns OpenI.T. Connectivity System over to Licensee as installed and able.to function in production. Licensee agrees not to make changes to Licensee's programs/software during the (30) calendar day period so that performance measurement is a valid comparison. Licensee may rescind and terminate these Agreements (`walk-away')by providing Licensor a written termination notice sent by certified mail, which shall include the reasons or grounds for the Licensee's exercise of the `walk-away' option. Upon Licensee's exercise of said `walk-away' option, Licensor shall expeditiously remove the appropriate hardware and software from Licensee's premises. Likewise, Licensor shall within 5 (five) business days after Licensee's exercise of said `walk-away' option, return to Licensee all moneys paid to Licensor under these Agreements less reasonable transportation and out-of-pocket expenses incurred by Licensor in the installation and removal of the hardware and Licensed software. Upon Licensor's removal of the hardware, Licensed software and repayment of the aforesaid moneys to Licensee, any further rights and obligations of the parties under the Agreements shall terminate. Licensee agrees to have in place and available prior to testing all cabling, SCSI DLPs or SCSI Channel Adapters, sufficient equipment,testing time and all other appropriate hardware for Licensor to successfully test the software. 2. Licensee agrees to designate a Project Coordinator who will accompany Licensor's personnel while on site and coordinate all efforts prior to and during Licensor presence on-site. The Project Coordinator will have the authority to make decisions in a timely fashion and have the authority to secure the appropriate expertise,people, equipment and computer time necessary. 3. Licensor will provide software releases and documentation when available for the licensed software at no additional charge(s)to Licensee provided that said Licensee has an Annual Software License and Telephone Support Agreement in force and Licensee is current with the all Annual Software License and Telephone Support Charges. WindowsNTTM upgrades are chargeable and the responsibility of the Licensee. Professional Networking Consultants, Inc. Software Support and License Agreement Additional Terms and Conditions Page 1 of 2 Page Revision 6/95 c� 4. Licensee agrees to have Symlec Corporation's peANYWHER1;32(Ce and Server)Version 8.0 or greater, ad external non-Hayes modem and a telephone lime on or before Licensor arrives on-site to install licensed software and hardware, Licensee also agrees to grant access on a `as needed' basis to Licensor to instruct, correct, diagnose problems,support site and upload software. 5. Documentation deliverables will consist of the following. Operations manual/technical user manuals sufficient to allow licensee make necessary and on-going nctwork/legacy,data communications configuration and protocol changes is currently available in Advantage Connectivity System©manual. Licensor is currently improving the quality of documentation in the Opeol.T. Connectivity System manual. Licensor will make Advantage Connectivity SystemO and OpenI.T.Connectivity System manuals available to Licensee in Offce97 Word format as defined in Article#3 of this agreement. Licensor will supply Licensee a detailed and complete representation of the initial network/Legacy Data Communications configuration within 30 calendar days of expiration of`walk-away' option. Accepted: / P Li so Licensee Si at e _ Signature Shirley Dettloff Name Name L� - Mayor itle Date Title Date 13301 Southwest Highway 2000 Main Street 12/ 15/9 7 Street Address Street Address Orland Park, IL 60462 Huntington Beach Ca 9264 City State/Province Zip/Postal code City State/l�rovincc Zip/Postal code The United States of America U S A Country Country = Attest.;__Connie Brockw-a C " rk APPROVED'AS TO FORKa GATL HUTTON tiTY TT RNEY ;y. eputy City Attorney Professional Networking Consultants, Inc. Software Support and Ucense Agreement Additional Terms and Conditions Page 2 of 2 Pate Revision 6/95 IE A TTA CHMENT 2 ' Council/Agency Meeting Held: /ter /9 7 Deferred/Continued to:_ 7 7-c) L Approved ❑ Conditionally Approved ❑ Denied A City Clerk'—s Signature Council Meeting Date: July 21, 1997 Department ID Number: FD 97-010 19jsya9-7 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION j SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL BERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrator -� C�----. PREPARED BY: MICHAEL P. DOLDER, Fire Chief SUBJECT. APPROPRIATION FOR WORKER'S COMPENSATION AND RELATED COMPUTER TECHNOLOGIES Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: Should the City appropriate funding for the replacement of two outdated special purpose computing systems which include the Worker's Compensation Claims Administration System and the Data Communications Processing System? Additionally, should the City appropriate funding for three computer workstations to accelerate the migration from old computer technologies to new computer technologies? Funding Source: The one-time cost of $122,809 will be funded from the Unappropriated Fund Balance, General Fund. This cost will be offset by savings in current maintenance and operating costs totaling $11,908 per year. Recommended Action: Motion to appropriate $122,809 from the General Fund Unappropriated Fund Balance for the Worker's Compensation Claims Administration System, the Data Communications Processing System, and the purchase of three computer workstations. Alternative Action: Do not appropriate. $122,809 and delay replacing the Worker's Compensation Claims Administration System, the Data Communications Processing System, and the acquisition of three workstations for computer technology migration. Analysis: The Worker's Compensation Claims Administration System, purchased in 1987, and the Data Communications Processing System, purchased in 1989, are older computer technologies that have support and performance problems. These problems have inhibited the City's ability to conduct core business functions in the area of risk management, remittance processing, municipal billing, and building and planning systems. REQUEST FOR COUNCIL ACTION MEETING DATE: July 21, 1997 DEPARTMENT ID NUMBER: FD 97-010 Worker's Compensation Claims Administration The Worker's Compensation Claims Administration System processes approximately 150 payment checks per week and operates under standards and requirements established by State labor laws. The Worker's Compensation Reform Act of 1993 imposed additional responsibilities upon the City regarding the administration of the Worker's Compensation program. Specifically, the City must provide benefit notices to injured employees, pay temporary disability, pay permanent disability, and pay medical and vocational rehabilitation costs all within this specified period. Failure to meet these requirements within the specified time period subjects the City to monetary fines for each instance of delay, resulting in a self imposed 10% late penalty payment to the injured worker. The Worker's Compensation Claims Administration Program is audited biannually for compliance by an independent auditor. Additionally, the State Office of Benefit Assistance and Enforcement (OBAE) randomly audits the City's Worker's Compensation program. Penalties assessed by OBAE may be from $100 per delayed benefit to $5,000 for a serious violation. Currently, Risk Management administers the City's Worker's Compensation program using a computer system that now has an obsolete operating system. This operating system, which controls the computer's basic functions, was discontinued in 1993 and the manufacturer no longer supports the technology. The manufacturer has also communicated the warning that "a problem could arise at anytime that would be unrepairable and the City's system would be inoperable for weeks before replacement." Problems have continually plagued this system. However, due to the efforts of a City employee who had expertise in this old technology, the Worker's Compensation Claims Administration System has been kept operational. Recently, that employee left the City, resulting in a critical replacement need. State standards require the accurate and timely processing of Worker's Compensation claims. The City's outdated claims administration system is at constant risk of breaking down which would jeopardize City compliance and result in increased costs from penalties. Staff recommends that the current Worker's Compensation Claims Administration System be replaced immediately at an estimated cost of$43,472. Data Communications Processing System The Data Communications Processing System is a computer system that provides fast and accurate communications between the City's mainframe business systems and the various computers and terminals used by City employees to perform their daily tasks. WOCOMP3.doc -2- 07/07/97 2:09 PM REQUEST FOR COUNCIL ACTION MEETING DATE: July 21, 1997 DEPARTMENT ID NUMBER: FD 97-010 Just as the nation's telephone systems are being overtaxed by increased demand for new telephone numbers and area codes, the increased demand to access the City's mainframe business systems is overburdening our current data communications processing capabilities. Fueling the City's demand has been the addition of Personal Computers (PCs) at City work locations as part of a City Council approved citywide networking effort. Many of these PCs use software that allows them to access the business databases residing on the City's mainframe. Each PC connecting to the system must have a unique identification "address" from a limited address pool. The City's Data Communications Processing System has been in use since 1989 and has reached its available address limit. The current system is also plagued by functional limitations that have become apparent as new projects are attempted. Recently, the Treasurer's Office, the Risk Management Division, and the Community Development Department all needed additional access to the mainframe business system. After delays of over three months, City staff was able to provide access to the City business systems. Implementation delays are compounded since the manufacturer no longer provides timely technical support for the system. Adding needed functionality to the outdated system is expensive and delays the project. One pending project requires increasing file transfer capabilities at a one-time cost of $5,000 and an annual support cost fee of $1,700. Acquiring a new Data Communications Processor includes the added file transfer capabilities at no additional cost. Annual maintenance fees for the current Data Communications Processor system are more than $23,000. In addition, the manufacturer has been increasing the fees by approximately 12% per year. By comparison, maintenance fees for a new Data Communications Processor are approximately $9,400 annually. This results in annual savings of approximately $13,700. No technology replacement will last forever. However, recent communications protocols and faster interfaces allow the new Data Communications Processors to keep pace with technology improvements and should result in a longer useful life. It is important that we immediately replace the Data Communications Processor at a cost of $68,023 in order to meet current access demands and to maximize the maintenance cost savings. Delaying the acquisition will have significant operational and economic impacts. Computer Workstations During FY 1997/98, efforts will begin to upgrade the City's technology infrastructure using guidelines established by the City's Strategic Technology Plan. This will be a major undertaking requiring an unprecedented effort on the part of the entire Information Systems staff, as well as other City departments. As with any project of this magnitude, preparation is the key to success. WOCOMP3.doc -3 07/07/97 2:09 PM • REQUEST FOR COUNCIL ACTION MEETING DATE: July 21, 1997 DEPARTMENT ID NUMBER: FD 97-010 Early in FY 1997/98, staff will begin an evaluation process for selecting new technology products that will best serve the City in the areas of accounting, payroll, human resources and other business systems. Concurrently, other new technology products will be added. During this conversion period, staff will be required to support and maintain the existing business systems. Completing these projects during the next two to three years will place a premium on staff time. Therefore, it is essential that we take full advantage of the remaining months to develop hands-on familiarity with new technology before the business systems conversion effort begins. Acquiring three computer workstations now will enable key City technical personnel to develop necessary expertise in new computing technologies when time is available, and before the business systems conversion begins. Staff recommends that three workstations and software be immediately purchased at a cost of$11,314. Environmental Status: Not applicable. Attachment(ssl: Description 1. Fiscal Impact Statement RCA Author: Ken Blendermann WOCOMP3.doc -4- 07/07/97 2:09 PM A TTA CHMENT 3 CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICA TION To: Michael T. Uberuaga, City Administrator From: Robert J. Franz, Deputy City Administrator Subject: FIS 97-53 Appropriation for Workers' Compensation and Related Computer Technologies Date: July 3, 1997 As required by Resolution 4832, a Fiscal Impact Statement has been prepared for Appropriation for Workers' Compensation and Related Computer Technologies. If the City Council approves this request (total $122,809), the io Wr undesignated General Fund balance at ll be reduced to $5,249,806. Z. Deputy City AdminisZ fis9753 Adopted Current Fund Balance - General Fund Budget Estimate Beginning Fund Balance $3,227,959 S 6,847,000 Plus Budget Surplus 356,590 1,017,310 Plus One Time Revenue (Estimated) 1,130,000 PERS Refund 456,000 Less Approved One-Time Costs (1,868,068) Less Transfer of PERS Refund (2,199,627) Less: Pending Budget Amendments (10,000) Less FIS 97-53 (122,809) Estimated 9/30/97 Balance $3,584,549 $5,249,806 Fund Balance -General Fund i E $5,500,000 $5,000,000 $4,500,000 $4,000,000 fy $3,500,000 $5,249,806 $3,000,000 / $3,584,549 $2,500,000 $2,000,000 ]z Adopted Revised Budget Estimate Page 1 Jvsmall1 CITY OF HUNTINGTON BEACH JOURNAL ENTRY DEBIT TOTAL CREDIT TOTAL 0.00 122,809.00 DESCRIPTION 0 0 0 MONTH FISCAL YEAR 1996/97 _ PREPARED BY BiNG couRTNEY APPROVED BY ROBERT SEDLAK ENTRY TYPE DESCRIPTION BGTADJ TYPE OF ENTRY A DATE PREPARED 09/04/97 CASH EDIT TOTAL' 0.00 EDIT TOTAL j (122,809.00) JOURNAL ENTRY TITLE Approp E-- 9 W U Lu W tL o o co o U E .AA AS 174 66200 68,023.00 E AA AS 178 66200 11 ,313.00 E AA AS >870 66200 18,750.00 . E AA AS 870 66300 23,500.00 E AA AS :870 43700 750.00 E AA AS 870 22100 473.00 0(— L4 -7 G. ?C � L� t Page 1 CITY OF HUNTINGTON BEACH REQUEST FOR BUDGET APPROPRIATION REVISION HUN'nNGTON BEACH DEPARTMENT REQUESTING TRANSFER: Fire DATE: 8/27/97 DIVISION: Information Systems ., _FUNDS TRANSFER FROM FUNDS TRANSFER INTO Account Account Account Number Description Amount Account Number Description Amount G-AA-3-01-01 Gen.Fund Bal, E-AA-AS-174-6-62 C.O.Equip. $68,023. ----------------------- ----------------- ------------- --------------------------- --------------- -------------- E-AA-AS-178-6-62 11,313 ----------------------- ----------------- ------------- --------------------------- --------------- -------------- E-AA-AS-870-6-62 18,750 ---------------------- ---------------- ------------- --------------------------- --------------- -------------- E-AA-AS-870-6-63 C.O. Software 23,500 ---------------------- ---------------- ------------- -- - - ------- -- - -- - E-AA-AS-870-4-37 Micro Maint. 750 E-AA-AS-870-2-21 S I. Su 473 ----------------------- - ----------------------- ------------- TOTAL: 1 $122,809 TOTAL: $122,809 JUSTIFICATION: Per attached city council approved RCA. *Approvals/Dates: 1. Department H a Date �Z 2 Director of Fina ce Date _2 3 City Administra Date 4. Mayor Date * If between department,requires Approval 1-4. If within department,requires Approval 1-3. RCA ROUTING SHEET INITIATING DEPARTMENT: Fire SUBJECT: Approve Contract With Professional Networking Consultants, Inc. and Waive Professional Liability Insurance COUNCIL MEETING DATE: December 15, 1997 RCA ATTACHMENTS m STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached Financial Impact Statement (Unbudget, over $5,000) Attached Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION:FOR MISSING ATTACHMENTS _._. ... Administrative Staff ( ) ( ) Assistant City Administrator (Initial) ( ) ( ) City Administrator (Initial) City Clerk ( ) .EXPLANATION FOyR RETURN OF_ITEM SpaceOnly) RCA Author: J. Bramlett Ext. 8893 Iv� � • /3/��5, 3.432a ,u CITY OF HUNTINGTON BEACH INTER DEPARTMENTAL MEMORANDUM HUNTINGTON BEACH TO: Ren Corbett FROM: Ken Blendermann DATE: September 4, 1997 SUBJECT: Specifications for Data Communications Processing System RFP With reference to Requisition# 40214, Account#E-AA-AS-17 5-662 dated 8/27/97 please append the attached RFP specifications. The list of vendors for this RFP are as follows: —iDSI, Incorporated 1 Inverness Drive East Englewood, CO 80112 Attn: Spencer Clark 800-640-5215 _J&J Computer Connection, Inc. 120 Saddle Creek Drive Roswell, GA 30076 Attn: Ray Young 800-640-5862 _PNC, Inc. 13301 Southwest Highway Orland Park,Il 60462 Attn: Ron Merkel 708-671-0100 Y' r _Standard Networks,Inc. ��. 344 South Yellowstone Drive Madison, WI.53705 Attn: Reid MacGuidwin 608-827-6100 Cc: JB �v File J s • CITY OF HUNTINGTON BEACH APPLICATION FOR INSURANCE REQUIREMENTS WAIVER OR MODIFICATION 1. Name/ritle/Department of Requesting Staff Member:-_ 7 12vt— I 0 C) . 1 9-) f 1 f 2. Date of Request 1YCH 3. Name of Contractor/Permittee r'�',T 4Sd CA,1Q L K)F-1 � +11 ,��1.____a h j s � 4. Description of work to be performed ' .r1 D) t y _ wARE AND - �,- 5. Length of Contract 6. Type of Insurance Waiver or Modification Requested: J�X (a)Limits: (b) Coverage 7. Reason for Request for Waiver or Reduction of Limits (` .i T" 8. Identify the risks to the City if this request for waiver or modifications granted n � Department Head Signature__ l t-CA `J • 1 Z/$ Cl -7 (Thu section to be completed by the Risk Manager) Recommendation: Approve Deny Risk Manager's Signature.,Date (Thu section to be completed by the City Attorney) Recommendation: C Appro Deny City Attorneys Signature/Date Settlement Committee appro [is] snot] required for this waiver. If Settlement Committee a pro required, submit form to City Attorney ce to be placed on the agenda. Recommendation: Approve Deny City Council appro is] is not] required for this waiver. If City Council approval is required, attach this form to the RCA after consideratio the Settlement Committee. This insurance waiver is is not on City Council agenda. y [ ] [ ] g jmp/k/resoutionlnsreq/9/11197 7 - -as-