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Enterprise Technology Services, LLC - 2019-09-05
PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND ENTERPRISE TECHNOLOGY SERVICES, LLC FOR IMPLEMENTATION & SERVICES OF JDE ENTERPRISE ONE REAL ESTATE MODULE Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance.....................................................................................2 4 Compensation ..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless .........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents............................................................................................:......7 15 City Employees and Officials..................................................................................7 16 Notices.........................................................................................7 17 Consent ....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings .....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law .........................................................................................................10 27 Signatories.................................................................................................................10 28 Entirety 10 29 Effective Date.................................................................................I I PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND ENTERPRISE TECHNOLOGY SERVICES, LLC FOR IMPLEMENTATION & SERVICES OF JDE ENTERPRISE ONE REAL ESTATE MODULE THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and, Enterprise Technology Services, LLC hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to add new functional set up and finalize implementation of a JD Edwards based property management software system; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Mario Alvarado who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 1 9-7 875/2 1 1 594 agree/surfnet/professional svcs 50 to 100 05/19-204133 1 of 13 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on September 5, 2019 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A", Section B.1.a "Property Management" shall be completed no later than one hundred twenty (120) days from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Sixty Five Thousand Dollars ($65,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will 19-7875/211594 agree/surfnet/professional svcs 50 to 100 05/19-204133 2 of 13 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. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that all work product prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or,programs, maps, memoranda, letters and other documents, shall be turned over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. The CONSULTANT may develop designs, code, software and processes under this Contract which CONSULTANT may choose to use with its other clients. This work product shall sometimes hereinafter be referred to as CONSULTANT'S "INTELLECTUAL PROPERTY." The INTELLECTUAL PROPERTY remains the intellectual property of the CONSULTANT, and may be copyrighted or reused by the CONSULTANT. The CONSULTANT hereby grants to the CITY a perpetual license to use the INTELLECTUAL PROPERTY. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of 19-7875/211594 agree/surfnet/professional Svcs 50 to 100 05/19-204133 3 of 13 every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars 19-7875/211594 agree/surfnet/professional svcs 50 to 100 05/19-204133 4 of 13 ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: 19-7875/211594 agree/surfnet/professional svcs 50 to 100 05/19-204133 5 of 13 A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 1 9-7875/2 1 1 594 agree/surfnet/professional sves 50 to 100 05/19-204133 6 of 13 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS The Consultant shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. The CONSULTANT hereby grants to the CITY a perpetual license to use any copyrighted or patented material resulting from this Agreement, including but not limited to the INTELLECTUAL PROPERTY. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of 19-7875/211594 agree/surfnet/professional svcs 50 to 100 05/19-204133 7 of 13 CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a seated envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Enterprise Technology Services, LLC ATTN: Carlos Marquez 333 City Boulevard West, Suite 1700 2000 Main Street Orange, CA 92868 Huntington Beach, CA 92648 ATTN: Mario Alvarado 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19-7875/211594 agree/surfnet/professional svcs 50 to 100 05/19-204133 8 of 13 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 1 9-787 5/21 1 594 agree/surfnet/professional svcs 50 to 100 05/19-204133 9 of 13 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. 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. 24. ATTORNEY'S FEES . In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 1 9-787 5/21 1 594 agree/surfnet/professional svcs 50 to 100 05/19-204133 10 of 13 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 19-7875/211594 agree/surfnet/professional svcs 50 to 100 05/19-204133 11 of 13 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 1 9-7 875/2 1 1 594 agree/surfnet/professional svcs 50 to 100 05/19-204133 12 of 13 CONSULTANT, CITY OF HUNTINGTON BEACH, Enterprise Technology Services, L a municipal corporation of the State of California By: o City Manager print name INITIATED AND APPROVED: ITS: (circle one)Chairm residen ice President AND Deputy Director of Economic Development By: APPROVED AS TO FORM: print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. City Attorney Secretary—Treasurer Date RECEIVE AND FILE: COUNTERPART City Clerk Date 19-78751211594 agree/surfnet/professionaisves 50 to 100 05/19-204133 13 of 13 CONSULI*A\, T, CITY OF I[U-NTr-\'GI-O.\ BEACH, Enterprise Technology Services, Ilrn a municipal corporation of the State of California "A Cit".N444ger print name INI'l-IATED AND AP ITS: (circle one)chairs Praidcn ice President AND Deputy Dirictor of Econdmic Development Bv: APPROVED AS TO M: print name ITS: circit ones secrttary;Chicffinancial Wmer.'ASSL Sccrctar) -Treuurcr Da ' 'D R •CEI\VE AND ND FILE: COUNTERPART Civ. C'.erk' Date 9- 17-�019 i -A -j 19081511211594 asmej surfnaxorcuional S\CS 50 to ICO 05.194C4133 13 of 13 EXHIBIT "A" A. STATEMENT OF WORK: The City of Huntington Beach uses Oracle JD Edwards EnterpriseOne 9.x enterprise software (ERP) to manage the City's Finance, Financial Reporting, Procurement, Human Resources, Payroll and Real Estate Management systems. As part of the normal maintenance of the ERP, and the support and training of its users, the City of Huntington Beach wishes to engage Enterprise Technologies to provide Functional and Development Oracle JD Edwards EnterpriseOne Managed Services to support the Office of Business Development's use of the Real Estate Management (REM) module on existing licensed and installed Oracle JD Edwards EnterpriseOne 9.x software. Other Oracle JD Edwards EnterpriseOne modules, CNC and other components of the ERP are excluded from this statement of work. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. Real Estate Management a. Property Management • All Late Fee calculations. Due dates corrections based on Payment Terms out of scope (16 hours); • All Late Fee AAI and UDC setup to control the revenue and AR accounting for fees. (8 hours); • Sales Overage Late Fee letter (8 hours); • Fee Letter changes at the direction of ODB - (8 hours); • Scheduler Setup and testing (4 hours); • Testing and promotion from DV to PY to PD. Validation that all objects are valid in PD. OBD is responsible for promotion requests. (16 hours); • Documentation of the Fee Process, and how-to videos of how to submit the fee processes. (8 hours) 2. General Real Estate Management Managed Services Support of the following functionality: a. Building and Unit setup • Tenant and Lease Information; • Lease Transactions; • Recurring Billings; • Sales Reports; • Sales Overage; • Escalations; • REM Late Fees; • REM Reporting to support the Office of Business Development; • Related Oracle JD Edwards Reals Estate Management support as directed by the Office of Business Development. EXHIBIT A C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Workspace: Please provide facilities suitable for 1-2 consultants, with internet access and a phone. Also please provide a conference facility to be used periodically and a high definition projector for the duration of this engagement. 2. Human Capital: Please provide reasonable access to the management and users for the duration of the engagement. D. WORK PROGRAM/PROJECT SCHEDULE: 1. All Late Fee AAI and UDC setup to control the revenue and AR accounting for fees. (30 days); 2. All Late Fee calculations. Due dates corrections based on Payment Terms out of scope (30 days); EXHIBIT A Exhibit"A" The City of Huntington Beach uses Oracle JD Edwards Enterprise One 9.1 enterprise software (ERP)to manage the City's Finance, Financial Reporting, Procurement, Human Resources, Payroll and Real Estate Management systems. As part of the normal maintenance of the ERP, and the support and training of its users, the City of Huntington Beach wishes to engage Enterprise Technologies to provide functional and technical Oracle JD Edwards Enterprise One Real Estate Management (REM) Managed Services to support and train the City's functional users on existing licensed and installed Oracle JD Edwards Software. EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly ate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: See attached Exhibit B B. Travel. Charges.for time during travel are not reimbursable C. Billing I. All billing shall be done bi-monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each bi-monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 1 Exhibit B 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B Exhibit"B" Payment Terms The consultant shall be paid on a time and materials basis based on an hourly rate not to exceed $65,000.00, which includes costs and expenses. The term of the agreement shall be three (3) years based on the following: Yearl: $25,000.00 Year2: $20,000.00 Year 3: $20,000.00 The consultant shall keep a record of time spent on the matter in increments of one-tenth (.I) of an hour. Each task shall be distinctly and completely identified; the City will not pay invoices which contain block billing. The billing entry must contain the name or initials of the individual performing the task, the nature of the task, the date it was performed, and the length of time it took. The City reserves the right to audit all invoices. The consultant shall submit invoices no later than the last day of the month following the month in which Services were performed and actual costs incurred. A�Rom® CERTIFICATE OF LIABILITY INSURANCE DAT3/5/2019 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Patriot Risk& Insurance Services NAME: 2415 Campus Drive, Suite#200 PHONE 949 486-7900 FAX No): 949 486-7950 Irvine, CA 92612 E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC# www.patrisk.com OK07568 INSURER A: National Fire Insurance Company of Hartford 20478 INSURED INSURER B: Continental Casualty Company 20443 Enterprise Technology Services, LLC 333 City Blvd. West, Suite 1700 INSURERC: Hartford Insurance Company of the Midwest 37478 Orange CA 92868 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 47385487 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MMIDDIYYYY MMIDD/YYYY A `/ COMMERCIAL GENERAL LIABILITY ✓ B4018069518 2/26/2019 2/26/2020 EACH OCCURRENCE $2 000 000 OCCUR DAMAGE TO RENTED CLAIMS-MADE ✓ PREMISES Ea occurrence $300,000 MED EXP(Any one person) $10 000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 ✓ POLICY JE� LOC PRODUCTS-COMP/OPAGG $4,000000 OTHER: $ A AUTOMOBILE LIABILITY B4018069518 2/26/2019 2/26/2020 (Ea aBINEDtSINGLE LIMIT $1 000 000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ ✓ AUTOS ONLY ✓ AUTOS ONLY Per accident B ✓ UMBRELLA LIAB �/ OCCUR 4018070944 2/26/2019 2/26/2020 EACH OCCURRENCE $1 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1 000 O00 DED ✓ RETENTION$10,000 $ C WORKERS COMPENSATION 72WECGI5627 4/6/2019 4/6/2020 ✓ SPERTATUTE EERH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1 00O 000 OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1 .000.000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1 $1 000 000 A Errors&Omissions(E&O) B4018069518 2/26/2019 2/26/2020 Limit:$2,000,000/Aggregate$2,000,000 Retro Date 2/6/2010 Deductible$2,500 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Operations usual to the named insured APP O ED AS TO FORM City Of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers are named as Additional Insured as respects to General Liability per endorsements attached where required by written contract. B: 30 days notice of cancellation, 10 days for non-payment of premium. CHAE e M ATTORNEY CITY OF HUNT IONGTON BEACH CERTIFICATE HOLDER CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y 9 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Jim Slobojan ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach CA 92648 AUTHORIZED REPRESENTATIVE Dave Jacobson U ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 47385487 119/20 GL/AU/UMB/E&O/WC I Rachael Burnham 3/5/2019 10:45:06 AM (PST) I Page 1 of 6 This certificate cancels and supersedes ALL previously issued certificates. B4018069518 SB-146932-E CNA Enterprise Technology Services, LLC (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED—BLANKET VENDORS own acts or omission or those of its employees or anyone else acting on its WHO IS AN INSURED is amended to include as an behalf. However, this exclusion does not additional insured any person or organization (referred apply to: to below as vendor) with whom you agreed, because of a written contract or agreement to provide (1) The exceptions contained in insurance, but only with respect to "bodily injury" or Subparagraphs d.or f.; or "property damage" arising out of"your products"which (2) Such inspections, adjustments, tests or are distributed or sold in the regular course of the servicing as the vendor has agreed to vendor's business, subject to the following additional make or normally undertakes to make in exclusions: the usual course of business, in 1. The insurance afforded the vendor does not apply connection with the distribution or sale of to: the products. a. "Bodily injury" or "property damage" for which 2. This insurance does not apply to any insured the vendor is obligated to pay damages by person or organization, from whom you have reason of the assumption of liability in a acquired such products, or any ingredient, part or contract or agreement. This exclusion does container, entering into, accompanying or not apply to liability for damages that the containing such products. vendor would have in the absence of the 3. This provision 2. does not apply to any vendor contract or agreement; included as an insured by an endorsement issued b. Any express warranty unauthorized by you; by us and made a part of this Policy. c. Any physical or chemical change in the 4. This provision 2.does not apply if"bodily injury"or product made intentionally by the vendor; "property damage" included within the "products- completed operations hazard" is excluded either d. Repackaging, except when unpacked solely by the provisions of the Policy or by endorsement. for the purpose of inspection, demonstration, testing, or the substitution of parts under 2. MISCELLANEOUS ADDITIONAL INSUREDS instructions from the manufacturer, and then WHO IS AN INSURED is amended to include as an repackaged in the original container; insured any person or organization (called additional e. Any failure to make such inspections, insured) described in paragraphs 2.a. through 2.h. adjustments, tests or servicing as the vendor below whom you are required to add as an additional has agreed to make or normally undertakes to insured on this policy under a written contract or make in the usual course of business, in agreement but the written contract or agreement must connection with the distribution or sale of the be: products; 1. Currently in effect or becoming effective during the f. Demonstration, installation, servicing or repair term of this policy; and operations, except such operations performed 2. Executed prior to the "bodily injury," "property at the vendor's premises in connection with damage"or"personal and advertising injury,"but the sale of the product; Only the following persons or organizations are g. Products which, after distribution or sale by additional insureds under this endorsement and you, have been labeled or relabeled or used coverage provided to such additional insureds is as a container, part or ingredient of any other limited as provided herein: thing or substance by or for the vendor; or a. Additional Insured—Your Work h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its That person or organization for whom you do work is an additional insured solely for liability SB-146932-E Page 1 of 5 (Ed. 06/11) 47385487 119/20 GL/AU/UMB/E&O/WC I Aachael Burnham 1 3/5/2019 10:45:06 AM (PST) Page 2 of 6 This certificate cancels and supersedes ALL previously issued certificates. CNA S (Ed.606/1 ) due to your negligence specifically resulting This insurance does not apply to "bodily from your work for the additional insured injury," "property damage" or "personal and which is the subject of the written contract or advertising injury" arising out of operations written agreement. No coverage applies to performed for the state or municipality. liability resulting from the sole negligence of c. Controlling Interest the additional insured. The insurance provided to the additional Any persons or organizations with a insured is limited as follows: controlling interest in you but only with respect to their liability arising out of: (1) The Limits of Insurance applicable to the (1) Their financial control of you; or additional insured are those specified in the written contract or written agreement (2) Premises they own, maintain or control or in the Declarations of this policy, while you lease or occupy these whichever is less. These Limits of premises. Insurance are inclusive of, and not in addition to, the Limits of Insurance shown This insurance does not apply to structural in the Declarations. alterations, new construction and demolition operations performed by or for such additional (2) The coverage provided to the additional insured. insured by this endorsement and paragraph F.9.of the definition of"insured d. Managers or Lessors of Premises contract' under Liability and Medical A manager or lessor of premises but only with Expenses Definitions do not apply to respect to liability arising out of the ownership, "bodily injury" or "property damage" maintenance or use of that specific part of the arising out of the "products-completed premises leased to you and subject to the operations hazard" unless required by the following additional exclusions: written contract or written agreement. This insurance does not apply to: (3) The insurance provided to the additional insured does not apply to "bodily injury," (1) Any 'occurrence" which takes place after "property damage," or "personal and you cease to be a tenant in that premises; advertising injury" arising out of the or rendering or failure to render any (2) Structural alterations, new construction or professional services. demolition operations performed by or on b. State or Political Subdivisions behalf of such additional insured. A state or political subdivision subject to the e. Mortgagee,Assignee or Receiver following provisions: A mortgagee, assignee or receiver but only (1) This insurance applies only with respect with respect to their liability as mortgagee, to the following hazards for which the assignee, or receiver and arising out of the state or political subdivision has issued a ownership, maintenance, or use of a premises permit in connection with premises you by you. own, rent, or control and to which this This insurance does not apply to structural insurance applies: alterations, new construction or demolition (a) The existence, maintenance, repair, operations performed by or for such additional construction, erection, or removal of insured. advertising signs, awnings, canopies, f. Owners/Other Interests—Land is Leased cellar entrances, coal holes, driveways, manholes, marquees, An owner or other interest from whom land hoistaway openings, sidewalk vaults, has been leased by you but only with respect street banners, or decorations and to liability arising out of the ownership, similar exposures; or maintenance or use of that specific part of the (b) The construction, erection, or land leased to you and subject to the following removal of elevators; or additional exclusions: (2) This insurance applies only with respect This insurance does not apply to: to operations performed by you or on your (1) Any 'occurrence" which takes place behalf for which the state or political after you cease to lease that land; or subdivision has issued a permit. SB-146932-E Page 2 of 5 (Ed. 06/11) 47385487 1 19/20 GL/AU/UMB/E&O/WC I Aachael Burnham 1 3/5/2019 10:45:06 AM (PST) Page 3 of 6 This certificate cancels and supersedes ALL previously issued certificates. CNA s (Ed.06/i ) (2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following: performed by or on behalf of such additional insured. k. Damage To Property g. Co-owner of Insured Premises "Property damage"to: A co-owner of a premises co-owned by you 1. Property you own, rent or occupy, and covered under this insurance but only including any costs or expenses with respect to the co-owners liability as co- incurred by you, or any other person, owner of such premises. organization or entity, for repair, replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such Any person or organization from whom you property for any reason, including lease equipment. Such person or organization prevention of injury to a person or are insureds only with respect to their liability damage to another's property; arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract 3. Property loaned to you; or agreement with you for such leased equipment ends. 4. Personal property in the care, With respect to the insurance afforded these custody or control of the insured; additional insureds, the following additional 5. That particular part of any real exclusions apply: property on which you or any This insurance does not apply: contractors or subcontractors working directly or indirectly in your behalf are (1) To any "occurrence" which takes place performing operations, if the"property after the equipment lease expires; or damage" arises out of those (2) To "bodily injury," "property damage" or operations; or "personal and advertising injury" arising 6. That particular part of any property out of the sole negligence of such that must be restored, repaired or additional insured. replaced because "your work" was Any insurance provided to an additional insured incorrectly performed on it. designated under paragraphs b. through h. above Paragraph 2 of this exclusion does not does not apply to "bodily injury" or "property apply if the premises are "your work" and damage" included within the "products-completed were never occupied, rented or held for operations hazard." rental by you. 3. The following is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to "property damage" (other CONDITIONS: than damage by fire or explosion) to H. Other Insurance premises: 4. This insurance is excess over any other (1) rented to you: insurance naming the additional insured (2) temporarily occupied by you with the as an insured whether primary, excess, permission of the owner, or contingent or on any other basis unless a (3) to the contents of premises rented to written contract or written agreement you for a period of 7 or fewer specifically requires that this insurance be consecutive days. either primary or primary and A separate limit of insurance applies to noncontributing. Damage To Premises Rented To You as 4. LEGAL LIABILITY—DAMAGE TO PREMISES described in Section D — Liability and A. Under B. Exclusions, 1. Applicable to Medical Expenses Limits of Insurance. Business Liability Coverage, Exclusion k. SB-146932-E Page 3 of 5 (Ed. 06/11) 47385487 1 19/20 GL/AU/UMB/R&O/WC I Rachael Burnham 13/5/2019 10:45:06 AM (PST) Page 4 of 6 This certificate cancels and supersedes ALL previously issued certificates. CNA S (Ed. 06 1 ) Paragraphs 3, 4, 5, and 6 of this (2) Any partner, if you or an additional exclusion do not apply to liability insured is a partnership; assumed under a sidetrack agreement. (3) Any manager, if you or an additional Paragraph 6 of this exclusion does not insured is a limited liability company; apply to "property damage" included in (4) Any "executive officer or insurance the "products-completed operations hazard." manager, if you or an additional insured is a corporation; B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last (5) Any trustee, if you or an additional insured is a trust;or paragraph of 2. Exclusions is deleted and replaced by the following: (6) Any elected or appointed official, if you or Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, an additional insured is a political do not apply to damage by fire to premises subdivision or public entity. while rented to you or temporarily occupied by This paragraph e. applies separately to you you with permission of the owner or to the and any additional insured. contents of premises rented to you for a period of 7 or fewer consecutive days. A 7. Bodily Injury separate limit of insurance applies to this Section F. Liability and Medical Expenses coverage as described in Section D. Liability Definitions, item 3. "Bodily Injury" is deleted and And Medical Expenses Limits Of replaced with the following: Insurance. "Bodily injury" means bodily injury, sickness or C. The first Paragraph under item 5. Damage To disease sustained by a person, including death, Premises Rented To You Limit of Section humiliation, shock, mental anguish or mental D. Liability And Medical Expenses Limits injury by that person at any time which results as Of Insurance is replaced by the following: a consequence of the bodily injury, sickness or The most we will pay under Business Liability disease. for damages because of "property damage" g, Expanded Personal and Advertising Injury to any one premises, while rented to you, or Definition temporarily occupied by you, with the permission of the owner, including contents of a. The following is added to Section F. Liability such premises rented to you for a period of 7 and Medical Expenses Definitions, item 14. or fewer consecutive days, is the Damage to Personal and Advertising Injury, in the Premises Rented to You limit shown in the Businessowners General Liability Declaration. Coverage Form: 5. Blanket Waiver of Subrogation h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural We waive any right of recovery we may have person, but only if such discrimination or against: humiliation is: a. Any person or organization with whom you 1. Not done intentionally by or at the have a written contract that requires such a direction of: waiver. 6. Broad Knowledge of Occurrence a. The insured; or b. Any "executive officer," director, The following items are added to E. stockholder, partner, member or Businessowners General Liability Conditions manager (if you are a limited liability in the Businessowners Liability Coverage company)of the insured; and Form: 2. Not directly or indirectly related to the e. Paragraphs a. and b. apply to you or to any employment, prospective employment, additional insured only when such past employment or termination of .,occurrence," offense, claim or"suit" is known employment of any person or person by to: any insured. (1) You or any additional insured that is an b. The following is added to Exclusions, Section individual; B.: SB-146932-E Page 4 of 5 (Ed. 06/11) 47385487 119/20 GL/AU/UMB/E&O/WC I Rachael Burnham 13/5/2019 10:45:06 AM (PST) Page 5 of 6 This certificate cancels and supersedes ALL previously issued certificates. CNA S (Ed 06 1 ) (15)Discrimination Relating to Room, Personal and Advertising Injury Liability is Dwelling or Premises excluded either by the provisions of the Policy Caused by discrimination directly or or by endorsement. indirectly related to the sale, rental, lease 9. Personal and Advertising Injury Re-defined or sub-lease or prospective sale, rental, ease or sub-lease of any room, dwelling Section F. Liability and Medical Expenses lease premises le or the direction of any Definitions, item 14, Personal Advertising Injury, insured. Paragraph c. is replaced by the following: (16)Fines or Penalties c. The wrongful eviction from, wrongful entry into, or invasion of the right of private Fines or penalties levied or imposed by a occupancy of a room dwelling or premises governmental entity because of that a person or organization occupies discrimination. committed by or on behalf of it's owner, c. This provision (Expanded Personal and landlord or lessor. Advertising Injury) does not apply if SB-146932-E Page 5 of 5 (Ed. 06/11) 47385487 1 19/20 GL/AU/UMB/E&O/WC I Rachael Burnham 1 3/5/2019 10:45:06 AM (PST) Page 6 of 6 This certificate cancels and supersedes ALL previously issued certificates. E CITY OF HUNTINGTON BEACH Professional Service Approval Form RECEIVED PART I 'JUL 25 2019 Date: 7/24/2019 Project Manager Name: Carlos Marquez FlnanCC� Department Requested by Name if different from Project Manager: Department: Business Development PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART/ MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Implementation of JDE Real Estate Management Module for tracking lease payments, revenue projections, critical dates, reports, and technical services. 2) Estimated cost of the services being sought: $ 65,000.00 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 4) Check below how the services will be obtained: ❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ® MC 3.03.08(b) -Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08- Contract Limits of$30,000 or less exempt procedure will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to t-�- question is "No," the contract will require approval from the City Council.) Yes No Fiscal Services Manager Signature (Purchasing Approval) bate 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 19120 20/21 21/22 10080501.69365 $25000 $20,000 $20,000 $ $ $ $ $ r dget Approval I Date / Dep t Head Signature(s) Date Al /C)5[S Chi Finance er Signature Date ssistant City Ma er's Signature [Date APPROVED DENIED ❑ J ity Manager's-SignkOre Date enterprise technology solutions.professional service approval form- part i.doc REV: February 2015 CITY OF HUNTINGTON BEACH Professional Service Approval Form RECEIVED PART II JUL 26 2019 Date: 7/24/2019 Project Manager: Carlos Marquez Requested by Name if different from Project Manager: Finance Department Department: Economic Development PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I& 11 MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Enterprise Technology Solutions 2) Contract Number: OBD 3) Amount of this contract: $65,000 Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 19/20 - `�8' 10080501.69365 $25,000 $20,000 $20,000 $ $ $ $ $ 4) Is this contract less than $50,000? ❑ Yes ® No 5) Does this contract fall within $50,000 and $100,000? '"ees Noe 6) Is this contract over$100,000? Co" ® No (Note: Contracts requiring City uncil pproval ne to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ® Yes X Kin 8) Attach a list of consi7'ftants from whom proposals were requested (including a contact telephone p p q ( 9 P number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which d scribes the payment terms of the contract. ej — zlA Dep6rtment Head Date C#*' �4 74 Fiscal Serve anager(Purchasing) Date rBudg er Approval Signature D e Chief Financial Officer(o ignee) Signature Date enterprise technology solutions.professional service approval form-part ii.doc Document no. 19-DO295-1 05/22/2019 (8) City Original CITY OF OCEANSIDE AMENDMENT 1 TO PROFESSIONAL SERVICES AGREEMENT PROJECT: JD EDWARDS ENTERPRISEONE AND ONEVIEW REPORTING FUNCTIONAL MANAGED ANNUAL SUPPORT SERVICES THIS AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT(hereinafter "Amendment"), dated May 22, 2019 for identification purposes, is made and entered into by and between the CITY OF OCEANSIDE, a municipal corporation, hereinafter designated as "CITY", and Enterprise Technology Services, LLC hereinafter designated as "CONSULTANT." RECITALS WHEREAS, City and Consultant are the parties to that certain Professional Services Agreement dated June 22, 2016, hereinafter referred to as the "Agreement", wherein Consultant agreed to provide certain services to the City as set forth therein; AMENDMENT NOW, THEREFORE, as set forth herein, the parties hereto do mutually agree that the Agreement shall be amended as follows: 1. This Amendment extends the agreement three additional years and expires June 30, 2022. 2. Except as expressly set forth in this Amendment, the Agreement shall remain in full force and effect and is hereby ratified and reaffirmed. PROJECT: JD EDWARDS ENTERPRISEONE AND ONEVIEW REPORTING FUNCTIONAL MANAGED ANNUAL SUPPORT SERVICES SIGNATURES. The individuals executing this Amendment represent and warrant that they have the right,power, legal capacity and authority to enter into and to execute this Amendment on behalf of the respective legal entities of the CONSULTANT and the CITY. IN WITNESS WHEREOF the parties hereto being duly authorized on behalf of their respective entities to execute this Amendment, do hereby agree to the covenants contained in the Agreement, including this Amendment and have caused this Amendment to be executed by setting hereunto their signatures on the dates set forth below. ENTERPRISE TECHNOLOGY SERVICES, LLC CITY OF OCEANSIDE By: /1�47(0 va By: r Mario Alvarado, Principal/Consultant Michelle Skaggs Lawrence, J/15riCity Manager Date: Zol Date: 5 43 i By: Name/Title APPROVED AS TO FORM: Date: 33- oi�Z 333(--, Employer ID No. 6,V ttorney NOTARY ACKNOWLEDGMENTS OF CONSULTANT MUST BE ATTACHED. 2 (Revised 11-2008) CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of 5 L.0 O } i On 9 130 t I It before me, C � �� C�ih � i10VA('4 Py\�L Me insert name ano UITe GI tth icer personally appeared 'WS 1 1^0 if 4A, tNWELICA&0 who proved to me on the basis of s 'sfactory evidence to be the person(j) whose name(j) is/al(e subscribed to the within instrument and acknowledged to me that . he/sly/tgey executed the same in his/her/tfgeir authorized capacity(!#s), and that by his/heir/tkieir signature(t) on the instrument the person(f), or the entity upon behalf of which the person(p) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. CHf=R ST08 COFFIN WITNESS my hand and official seal. "� Y- �•�.�- ,_ Commission No. 2185496 ;`•`�` NOTARY PUBLIC-CAUFORNIA Z 't�•e �• SAN DIEGO COUNTY • MtY Comm.ExWresMARCN I MI Notary Public Signature (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with ctirreni California statutes regarding notary srorditig aid, DESCRIPTION OF THE ATTACHED DOCUMENT trneeded,should be completedand attached to the docinneiii.,4ckiiosvledgnreiits front other slates may be completed for documents being sent to that state so long �C as the wording does not require the California notay to violate California notary t.3 law (Title or description of attached document) Y State and County information must be the State and County where the document signer(s)personally appeared before the notary public for acknowledgment. (Title or description of attached document continued) a Date of notarization must be the date that the signer(s)personally appeared which must also be the same date the acknowledgment is completed. c The notary public must print his or her name as it appears within his or her Number of Pages Document Dat _ commission followed by a comma and then your title(notary public). Y Print the name(s) of document signer(s) who personally appear at the time of notarization. C ACiTY CLAIMED BY THE SIGNER • Indicate the cotrect singular or plural forms by crossing off incorrect forms(i.e. r/ Individual (s) Wsheltheyr.is lase)or circling the correct forms.Failure to correctly indicate this information may lead to rejection of document recording. ❑ Corporate Officer a The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form. ❑ Partner(s) o Signature of the notary public must match the signature on file with the office of the county clerk. D Attorney-in-Fact Additional information is not required but could help to ensure this [] Trustee(s) acknowledgment is not misused or attached to a different document. ❑ Other Indicate title or type of attached document,number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). 2375 Version,wv v.NotaryClasses.Gorn Securely attach this document to the signed document with a staple. CITY ORIGINAL Document No. 16-D0387-1 06/22/16 (14) CM OF OCEANSIDE PROFESSIONAL SERVICES AGREEMENT PROJECT: 2016 Oracle JD Edwards Enttrpri-,eOne 9.1 Functional Managed Services THIS AGREEMENT,dated June 22,2016 for identification purposes,is made and entered into by and between the CITY OF OCEANSIDE,a municipal corporation, hereinafter designated as"CITY",and Enterprise Technology Services,LLC,dba Enterprise Technologies, hereinafter designated as"CONSULTANT." NOW THEREFORE,THE PARTIES MUTUALLY AGREE AS FOLLOWS: 1. SCOPE OF WORK. The project is more particularly described as follows: Provide functional,development and Technical CNC support for Oracle JD Edwards EnterpriseOnc9.1 and One View Reporting in accordance with CONSULTANT's engagement letter,attached hereto and incorporated by reference dated May 11, 2016. 2. INDEPENDENT CONTRACTOR. CONSULTANTS relationship to the CITY shall be that of an independent contractor. CONSULTANT shall have no authority, express or implied,to act on behalf of the CITY as an agent,or to bind the CITY to any obligation whatsoever,unless specifically authorized in writing by the CITY. CONSULTANT shall be solely responsible for the performance of any of its employees,agents,or subcontractors under this Agreement,including the training of each employee regarding the rights and responsibilities of an employer and employee for any potential discrimination or harassment claim under state or federal law. CONSULTANT shall report to the CITY any and all employees,agents,and consultants performing work in Connection with this project,and all shall be subject to the approval of the CITY. 3. WORKERS'COMPENSATION. Pursuant to Labor Code section 1861,the CONSULTANT hereby certifies that the CONSULTANT is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Workers'Compensation or to undertake self-insurance in accordance with the provisions of that Code,and the CONSULTANT will comply with such provisions,and provide certification of such compliance as a part of this Agreement. 2016 Oracle JD Edwards EnterpriseOne 9.1 Functional Managed Services 4. LIABILnY INSURANCE. 4.1. CONSULTANT shall,throughout the duration of this Agreement maintain comprehensive general liability and property damage insurance,or commercial general liability insurance,covering all operations of CONSULTANT,its agents and employees,performed in connection with this Agreement including but not limited to premises and automobile. 4.2 CONSULTANT shall maintain liability insurance in the following minimum limits: Comp-chensive General Liability[nggance (bodily injury and property damage) Combined Single Limit Per Occurrence $ 1,000,000 General Aggregate $2,0)0,0(X)* (:ommercial General Liability Insurance (bodily injury and property damage) General limit per occurrence $ 1,(00,000 General limit project specific aggregate $2,000,000 Automobile Liability Insurance $ 1,000,000 *General aggregate per year,or part thereof,with respect to losses or other acts or omissions of CONSULTANT under this Agreement. 4.3 If coverage is provided through a Commercial General Liability Insurance policy,a minimum of 50%of each of the aggregate limits shall remain available at all times. If over 50%of any aggregate limit has been paid or reserved,the CITY may require additional coverage to be purchased by the CONSULTANT to restore the required limits. The CONSULTANT shall also notify the CITY promptly of all losses or claims over$25,000 resulting from work performed under this contract,or any loss or claim against the CONSULTANT resulting from any of the CONSULTANTS work. 4.4 All insurance companies affording coverage to the CONSULTANT for the purposes of this Section shall add the City of Oceanside as"additional insured"under the designated insurance policy for all work performed under this agreement. Insurance coverage provided to the City as additional insured shall be primary insurance and other insurance maintained by the City of Oceanside,its officers,agents,and employees shall be excess only and not contributing with insurance provided 2 (Revised 04-2016) 2016 Oracle.ID Edwards EnterpriseOne 9.1 Functional Managed Services pursuant to this Section. 4.5 All insurance companies affording coverage to the CONSULTANT pursuant to this agreement-.hall be insurance organizations admitted by the Insurance Commissioner of the State of California to transact business of insurance in the state or be rated as A-X or higher by A.M.Best. 4.6 CONSULTANT shall provide thirty(30)days written notice to the CITY should any policy required by this Agreement be,cancelled before the expiration date. For the purposes of this notice requirement,any material change in the policy prior to the expiration shall be considered a cancellation. 4.7 CONSULTANT shall provide evidence of compliance with the insurance requirements listed above by providing,at minimum,a Certificate of Insurance and applicable endorsements,in a form satisfactory to the City Attorney,concurrently with the submittal of this Agreement. 4.8 CONSULTANT shall provide a substitute Certificate of Insurance no later than thirty(30)days prior to the policy expiration date. Failure by the CONSULTANT to provide such a substitution and extend the policy expiration date shall be considered a default by CONSULTANT and may subject the CONSULTANT to a suspension or termination of work under the Agreement. 4.9 Maintenance of insurance by the CONSULTANT as specified in this Agreement shall in no way be interpreted as relieving the CONSULTANT of any responsibility whatsoever and the CONSULTANT may carry,at its own expense, such additional insurance as it deems necessary. 5. PROFESSIONAL ERRORS AND OMISSIONS INSURANCE. Throughout the duration of this Agreement and four(4)years thereafter,the CONSULTANT shall maintain professional errors and omissions insurance for work performed in connection with this Agreement in the minimum amount of One Million Dollars ($1,()00,000.(X)). CONSULTANT shall provide evidence of compliance with these insurance requirements by providing a Certificate of Insurance. 6. CONSULTANT'S INDEMNIFICATION OF CITY. To the greatest extent allowed by law,CONSULTANT shall indemnify and hold harmless the CITY and its officers,agents and employees against all claims for damages to persons or property arising out of the negligent acts,errors or omissions or wrongful acts or conduct of the CONSULTANT,or its employees,agents,subcontractors,or others in 3 (Revised 04-2016) 2016 Oracle JD Edwards EnterpriseOne 9.1 Functional Managed Services connection with the execution of the work covered by this Agreement,except for those claims arising from the willful miswnduct,sole negligence or active negligence of the CITY,its officers,agent%,or employees. CONSULTANT'S indemnification shall include any and all costs,expenses,attorneys'fees,expert fees and liability assessed against or incurred by the CITY,its officers,agent-,,or employees in defending against such claims or lawsuit-,,whether the same proceed to judgment or not. Further,CONSULTANT at its own expense shall,upon written request by the CITY,defend any such suit or action brought against the CITY,its officers,agents,or employees,resulting or arising from the conduct,tortious acts or omissions of the CONSULTANT. CONSULTANT'S indemnification of CITY shall not be limited by any prior or subsequent declaration by the CONSULTANT. 7. COMPENSATION. CONSULTANT'S compensation for all work performed in accordance with this Agreement,shall not exceed the total contract price of $594,600. No work shall be performed by CONSULTANT in excess of the total contract price without prior written approval of the CITY. CONSULTANT shall obtain approval by the CITY prior to performing any work that results in incidental expenses to CITY. 8. TIMING REQUIREMENTS. The term of this Agreement shall be three fiscal years commencing on July 1,2016 and terminating on June 30,2019.Time is of the essence in the performance of work under this Agreement and the timing requirements shall be strictly adhered to unless otherwise modified in writing. All work shall be completed in every detail to the satisfaction of the CITY at the time periods specified in the letter of engagement dated May 11,2016. 9. ENTIRE AGREEMENT. This Agreement comprises the entire integrated under- standing between CITY and CONSULTANT'concerning the work to be performed for this project and supersedes all prior negotiations,representations,or agreements. 10. INTERPRETATION OF THE MiREEMENT' The interpretation,validity and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other right%or remedies available to CITY. The CONSULTANT shall be responsible for complying with ail local,state,and federal laws whether or not said laws are expressly stated or referred to herein. 4 (Revised 04-2016) 2016 Oracle JI)Edwards EnterpriscOnt 9.1 Functional Managed Services Should any provision herein be found or deemed to be invalid,the Agreement shall be construed as not containing such provision,and all other provisions,which are otherwise lawful,shall remain in full force and effect,and to this end the provisions of this Agreement are severable. 11. AGREEMENT MODIFICATION. This Agr eement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto. 12. TERMINATION OF AGREEMENT. Either party may terminate this Agreement by providing ninety(90)days written notice to the other party. If any portion of the work is terminated or abandoned by the CITY,then the CITY shall pay CONSULTANT for any work completed up to and including the date of termination or abandonment of this Agreement. The CITY shall be required to compensate CONSULTANT only for work performed in accordance with the Agreement up to and including the date of termination. 13. SIGNATURES. The individuals executing this Agreement represent and warrant that they have the right,power,legal capacity and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the CONSULTANT and the CITY. IN WITNESS WHEREOF,the parties hereto for themselves,their heirs,executors, administrators,successors,and assigns do hereby agree to the full performance of the covenants herein contained and have caused this Professional Services Agreement to be executed by setting hereunto their signatures on the dates set forth below. EZPRrISECHN GIES C 0 S E rLO IT Y OF ID A-WG/o P1Z6SiD6,)r BY: Name rritic ---- fit anager By: APPROVED AS TO FORM: ante it e 77= 012�0 33 ?j t yA4tttorne y Employer 11)No. NOTARY ACKNOWLEDGMENTS OF CONSULTANT MUST BE ATTACHED. 5 (Revised 04-2016) i CALIFOANDA ALA.-PURPOSE ACpCAfC9W4.,900ARENT CIVIL CODE S 118g A notary public or other officer completing this certificate verifies only the identity of the individual who signed the j document to which this certificate is attached.and not the titithtulness,accuracy,or validity of that document, State of Califomia ) County of / /_ On-L 1 dX?� e me, ll+�LtJG7>~ S- f LYtLItG>� /Vat —_ &l jc, ppHere insert Name and Title of the 15fter personally appeared t^ [rN Name(s)of Signers) --- who proved to me on the basis of satisfactory evidence to be the persopX whose name,(a) is/;W subscribed to the within instrument and acknowledged to me that he/%b&4Ke7 executed the same in his/her,a"r authorized capactty(we),and that by his/T&O"r signaturg(s;On the instrument the persorus-, or the entity upon behalf of which the persor4olcted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph yAWrrrrrrr is true and correct. ' EiIM TM 4.KDRkCx WITNESS my hand and official seal. commtim"•2D27�7t Notify PuDkrc•CaNformt // gam D,opo County - Signature__.._ ce_le,,,,, Comm.Es fey aw t,2017 ignature 1 Notary Place Notary Seal Above OPTIONAL Though this section is optional,completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: —— Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: __.._. Signer's Name: Corporate Officer-Ttte(s): -Corporate Officer-Ti*s►: i I Partner- i i Limited General -Partner - L'Limited General l Individual Attorney in Fact Individual C. Attomey in Fact -'Trustee s Guardian or Conservator Trustee I Guardian or Conservator u Other.___. 7 Other. _ Signer Is Representing: Signer is Representing; 02014 National Notary Association-www.NationaiNotary.org-1.800-US NOTARY(1-a00-876-6827)i ttwm#5907 ATTACHMENT Document No. 16-DO367-1 ENTERPRISE 333 GEy H and ang Slate 1700 AN 2" technologies �s �^y p grange,G 9Ztift3 {�echnologies f x, 714.36H•9i54 Fax: 7143b8.9760 May 11,2016 Jane McPherson City of Oceanside 300 North toast Highway Oceanside,CA 92054 Re Engagement Letter-Oracle JD Edwards EnterpriseOne 9A Functional Managed Services Contract v2.0 Jane- Followmg please rind the 2D16 Oracle JD Edwards EnterpriseOne 9.1 Functional Managed Services Contract Proposal I Statement of Work(SOW)between Enterprise Technology Services,LLC d.b.a,Enterprise Technologies and the City of Oceanside(Oceanside). This proposal will provide Functional,Development and Technical CNC support for Oracle JD Edwards EnterpriseOne 9.1 and OneView Reporting. This proposal is intended succeed the existing PROFESSIONAL SERVICES AGREEMENT between the CITY OF OCEANSIDE and ENTERPRISE TECHNOLOGY SERVICES, LLC. d.b.a. ENTERPRISE TECHNOLOGIES dated May 27,2013 and terminating June 30,2016 About Enterprise Technologies Enterprise Technologies provides implementation consulting and training for Oracle JD Edwards EnterpriseOne"",Oracle Hyperion and Orace Business Intelligence products. Our clients represent a broad range of industries including Local.City and County Governments,Healthcare, Fresh Foods,Automotive.Retail Distribution and Manufacturing. Our expertise lies rn our ability to quickly and of *ntty extract the needs of our dents,apply our knowledge from our experience,industry best practices and current technologies,educate our clients and lead them to their goals. Enterprise Technologies offers Orate®JD Edwards EnterphseOne 9 x Financial Management Certifier) Implementation Specialists,and is a Gold Level Business Partner of Oracle Corporation. ORACLE' v =Y I1r1 CN ....MMatNlW 5(2312tI16 page.I cif 333 01v 8ix&-vatd we g,Suo, ENTERPRISE 014rtw.CA 1700 92WA technologies 71�3W9750 Fa, 714.369-9760 Overview-Managed Services The City of Oceanside uses Oracle JO Edwards Enterprise0ne 9,11 enterprise software(ERP)to manage the City's Finarice,Financial Reporting, Procurement. Human Resources, Payroll and Real Estate Management systems. As part of the normal maintenance of the ERP,and the support and training of its users.the City of Oceanside wishes to engage Enterprise Technologies to provide Functional and Technical Oracle JD Edwards Enterprise0ne Managed Services to support and train the City's functional users on existing licensed and installed Oracle JO Edwards Software. Statement of Work Enterprise Technologies will provide the following subscription based Managed Services to support the City's Oracle JO Edwards users on existing,licensed and installed Oracle JD Edwards EnterpriseCine 9,x software as directed by the Finance Director,or her designee,for the term of July 1,2016 and ending June 30,2019,for the following functional and technical areas: • Finance General Accounting Accounts Payable f) Account Receivable a Job Costing • Financial Reporting * Oracle JD Edwards OneView Reporting * BI Publisher * JO Edwards Reporting • Procurement .�; Purchase Orders and Encumbrances C Online Requisition Processing(Future) ", Online Requisition Approval(Future) • Human Resources Position Control • Benefits • Payroll • Self Service Time Entry Supplier f Customer Self Service(Future) • Real Estate Management Harbor Prop"Management(Future) Interfaces Union Bank • AGM Payments • Payroll Payments • BA12 Bank Reconciliations Cashiering-Active Interface • Cash Receipts • G/L Journal Entries Questica Budgets lnterfw,:vs • Development JO Edwards(Report Design Aid I Form Design Aid) 0RACLIE r-ld ;-7- S/231-1016 t>aW,2 d 7 700 T . technologies E--ENTERPRISE "'�"��vh`���9z s trr e C 1 1 n 4 t.U g i e s PtxFacane 7ta-3W9"750 PAx: 7£4-36ti-y7W o QneView co St Publisher • Techn"I CNC n Financial Software Patch Installation(,non-Regulatory) r, Software Deployment ., Security Administration Projects to implement new functionality are excluded from this Managed Services txxitract. and will be presented on separate statements of work using the Rate Table below. Service Level Agreement Enterprise will provide consultants to respond to issues with the Oracle JO Edwards EnterpnseOne installed and implemented software during normal business hours as follows based on the prionty of the request. Service Requests User Service Requests for Oracle JO Edwards concerns will be called into Customer Care, Customer Care will forward the request to Enterprise Technologies, The time the request is transmitted to Enterprise Technologies will to the time the request is received. Priority and Acknowledgement Enterprise Technologies will tnage the service requests, acknowledge the service request with the user by confirming the priority of the service request, and proceed with providing a solution for the service request. Service Requests will the prioritized as follows: GWd c.rou a so:ssuan. 512.3/2016 Piyr,3 of 7 Partnrrr 333 City BoulevWd We-A,Suite 17W ENTERPRISE ciramx'CA 92W technologies Pi)uie 71+316,11-97110 Fax; 714-368-9760 Explainaiion Priority 1(High): Acceptable time!0 resolve problems for During normal business hours,4 Mission-Critical Impact.Mtiffip[e Users Oracle JD Edwards software and systef hours response,24 hours Down components that are mission-crtticai or resolution,80%of the time affect a significant number of end users No workarounds are available Priority 2(High): Acceptable lime to resolve problems tot During normal business hours, Major Impact,Single User Down and 01 Oracle JO Edwards software and syster Eight hours response,2 ousines! Users Affected components that are mission-cinucal or day resolution,80%of the time affect a single or small number of end users. No workarounds are available. Priority 3(Mod): Acceptable time to resolve problems for Two days response,5 busmess, Moderate Impact,Single User Down an Oracle JD Edwards soft"re and systet resolution 80.,4 of the time Few Others Capable of Performing components that have a moderate impa Required Tasks or affect a single or small number of en4 users. Workarounds exist and are reasonable. Priority 4(Low): Acceptable time to resolve problems fix Three days response.10 husinei Minor impact,One User Down and Man Oracle JO Edwards,software and syster days resolution.801.of the time Others Capable of Performing Required components that have a minor impact Tasks Prlloft_5,(Law)- "I'll Acceptable time to resolve problems fo Items on hold or pending further Minor Impact.existing Legacy Issues, Oracle JD Edwards,software and sysle information. Others Capable of Purfrxming Requ,r i-1 compotients;that have a minor impact tTasks Resolution Enterprise Technologies will provide periodic status meeting to communicate the status of Service Requests, provide a satisfactory solution and notify the user of the service request completion. Existing items on the existing Finance Issues List will be assessed with the users to define an appropriate course of action. G.td C—".d$a..wrn 5i2A12016 Page.4 of 7 .w . ENTERPRISE ��a�� o CA 42868 technologies 7t4- 7 Work Estimate: The following estimates are based on The support requests torn previous years. The estimate includes the addition of the following nevAy implemented modules. • Harbor Real Estate Management • Position Control Position Requisitions The estimate also includes the load from pr000sed functionality and is notated as'Future'above. Task C7escri lira"% ,.g 2016 Oceanside Oracle JD Edwards EnterpriseOne Managed services•Annual Project Manap"11"t{2 t o-n/week x 52 weeks 104 18,200 TFunct"W'n' t'C�rsuitant(10 boars/week x S2 mks}11 $98 9S,,680 P#narrGe 1 Procurement <...... Human Resources ........ Setf-Scrvice Harbor ilea!£state Managamerrt �a.. Oevelope, _ 4 Clark x 50 weeks 208 i 27,040 Teshn#eai CKtC �,w.»,.,._� ww,....... _ hourstwk x:50 weeks w. „ 209 33 2� On-Site Training 6 Days i 49 12 W() E Total Annual t1#rect Costs 1466 t 286,200 Travel (From Denver x.t2 ��12,fJ00 Tatal Annual Managed Sor4kes Cast 1 200 • Travel expenses are included and are fixer,!at$12,000 per year. • The total Fiscal Year 2016 2017 Managed Services ces Subscription costs rust to exceed$198.200. • The total Fiscal Year 2DI712018 Managed Services Subscription costs not to exceed$198.200. • The;total Fiscal Year 201812019 Managed Services Subscription costs not to exceed$198.200, Recapture of Unused Hours—Rollover Amount Based on the review of work performed in previous years,there are 1„166 hours planed for this Managed Services Contract each fiscal year.Enterprise Technologies will track the hours consumed servicing requests each fiscal year for this contract. At the and of the fiscal year,unused hoours will be assessed and applied to a Rollover Balance. The rate used for the catctlation of the Rollover Balances will be calculated using the blended brA rate for this agreement which is$160. r Gold e.e:coma ss•aw r+w SaV2016 Pic)S of 7 ENTERPRISE_ �' �' , MW " Phase=714.368-9751 technologies Fac 714368-9M The Rollover Balance will be calculated as follows: Rollover Balance=(Unused Hours from the Previous Fiscal Year)x(Blended 810 Rate) Oceanside may apply the Rollover Balance to any Enterprise Technologies Project Statement of Work within the next Fiscal Year,excluding future Managed Senr€ces Contracts, Rate,Terms and Consultant Assigned. Invoices will be pmmnled monthly for III the Annual Managed Services Contract cast(198,200112)equal to slg,sas;se The Work Estimate was prepared using following Efate Table, The City and Enterprise may engage separate statements of work on a time and materials basis using the Rate Table during the contract period, z `��}lat'�l I8 sh;y Project Manager S 175 Senior Financial Consultant 17S NCM Consultant. Distribution Consultant $ 160 £htC Consu ant _ $ 16(} Development JID Edwards(BI Publisher $ 130 ._. Mileale Reimbursement (SQ,57/Mile Invoices are due and payable 15 days after recolpt of an undisputed invoice. Mario Alvarado is the Project Manager and primary Senior Consultant for this engagement.tither Enterprise Technologies consultant may engage the work to provide a better work product for the City of Oceanside.The Statement of Work will be performed on the Oceanside site,remotely or at a site of Enterprise Technologies' and Oceanside's mutual discretion Enterprise Technologies is available to engage the Statement of Work Friday,July 10,2016. Enterprise Technologies Investment 1. Enterprise Technologies will provide consultant(s)who are experienced and knowledgeable on the Subject matter to perform the services, 2. Enteqdse Technologies will pir.o rip Client computer hardwares for our Consultant(s). 3. Enterprise Technologies has obtained all necessary licenses to perform the services,and warrants that the services and materials do not intringe any patents. Pori.., 333 City&x�mdd W vC Suite 1700 ENTERPRISE Orange,CA 921W Rnw 71+36&97W technologies Fou 714-36"760 4 Enterprise Technologies has sufficient insurance to cover its obligations hereunder,induding Worker Compensation,General Liability insurance. City of Oceanside's Investment I Workspace: Please provide facilities suitable for 1-2 consultants,with internet access and a phone. Also please provide a conference facility to be used penodically and a high definition projector for the duration of this engagement. Z Human Capital: Please provide reasonable access to the management and users for the duration of the engagement. Next Steps It is my hope that you find this Managed Services proposal beneficial to the City of Oceanside, I look forward to the opportunity to work together to support your Oracts JD Edwards enterprise. If you wish to engage Enterprise Technologies for the above work,please: 1. Sign and return this SOW. Your signature will confirm your intent to engage Enterprise Technologies. as well as your acceptance of the Managed Services Contract Terms defined;n this proposal. By signing below,The City of Oceanside and Enterprise Technologies agree to the Managed Services Contract terms of this proposal,and Enterprise Technologies is authorized to perform the above described work. ENTERPRISE TECHNOLOGY SERVICES,LLC CITY OF OCEANSIDE BY. Pnnapal i Consultant Its: May 2:f,2016 Date cawioi" 6 Page 7(17 drew Document No. 16—D0387-1 ACC>RC�' CERTIFICATE OF LIABILITY INSURANCE °"a`MIw°°""w' 31151",'C 18 THIS CERTIFICATE is ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S).AUTHORIZED REPRESENTATIVE OR PRODUCER.AND THE CERTIFICATE HOLDER. IMPORTANT: If"to certificate,holder to on AODfTIONAL INSURED,the p0IICy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the forms and conditions of the policy,certain policies may require an endorsement, A statement on this certificate does not confer rights to me cartificate holder in lieu of such endorsements), F*00mEa Patriot Risk&Insurance Services IrVi Spectrum Center Drive,Suite#400 � y1 T `� �91 Irvjne,CA 92618 _.................. ...—. .........._. eay�exts3�rroNOlNo�, NAAco www painsk.com OK07%8 ....�.� ..._____.. ....�._ ._ ......... sliulllll�_:__Vg1Y Four a ttnuranw Cow_ eNa nt R a: ...Gcmii^e^uM CasueOx Cmripw�r Ent- m�ise Technology Services,LLC -- -- 333 City Blvd.West,Suite 1700 c.;_ttaaford)nsqra+,ce corvnny ar III'mk>wtt 74 Orange CA 92868 ................... r COVERAGES CERTIFICATE NUMBER: 971 7 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PER.IOO INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION Of ANY CONTRACT OR OTHER DOCUK*W WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTASN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDrTIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _.. __ _ ...._...__.. .__..._ __...__A... T. ..o �.,�—•• TLC�Lf3UTlil1 ICY ll YtfiO...i_.PP.iC�1 ZS� tM}f— ..___.. rYPE OP efsueANCe _ A Comet UL aeNeNAL UA&UrV 184018089518 2l2012aIe LWISMII EC„xcUww�rvCE a 2 000; ouLea.,wwe s aecuN 10,000 ( PewsnNAL s ADv PraRY ti 2,0aa. 000 _.. laEN1.AaDwIEDA't6 Leara0"N C>b'N4AAL kGS a1t[FGATE * 4.aaa OU'Y I Loa I I PwcruurT9 C17AW10P.o6 1 ... _4_000,T A I AunswoewsuASARv i84018089618 nswus:, L.awr un Aulrr j 2I2tl7201S 2f2&21l17 smagi... .,.......,._..._,.js......_........ 0 q saplx INJ4MY IFrs o��wi [ DVYNED aCr•E?7ULE7 t ? sOplLx aNAArr(Pp emir+wt 1 AUrus ONLY Auros ..__........_...._�..._ _ AVF0 AVT09 ONLY f AOF'twtx DAMAGE AWr06 ONLY AVrOa dit.Y j f 8 UM ML4UAS DCctIN BQIB070444 27<''Br2018 2Q2 . 17 EACH OtGUmENCE { 1 a C jteoRXs+lecDePswsArroN 72W£CGI5827 4tFri2015 418I2at8 ANO at1PlMEw!"LWt41'r yl }E� .. rANYwOPRIEty)wn+RtatEa,�XEctnruE r"xI i_E..L FAr +CL~L*W I s 1.ODD. ra x,Ew,'MEAelEwrllS'AUDEDT l�.l NIA )) IWMw7 M NMFj 1 E00( A ErAPa DYE S_ I ;.rwicrlr cx T t4 a L.rnlrrASE- ,ICr�+wr s! ,000,0111( A IEncrs d Ormssions(E80) 15089518 +.2t2wX16 21:&2017 L-0 5I,000,0001Ap9tepsts 1,OW, Retrc Date 2AV2010 - Deductible S2,500 DEtKMnplr OP aplMTlake/tOWtrONs MENICtae VCORD 141,aeaa ai*r san.ww Aar M wurAM u,nwM Newt r nWu4�rtl City Of Oceansafe Is named as Additwnai Insured as respects to GanWW L.aablrty pot endorsement attached where feautred ri ay wtten COettraa 30 days not"of Cancellation,10 days for non-payment of premium CERTIFICATE HOLDER CANCELLATION City of Oceanside SHOULD ANY OF TNe ABOVE DESCRIBED POLICIES BE CANCELLED B Information Technologies Division The EXPIRATION DATE THEREOF. NOTICE WILL BE DfLNVERBD ■ 09 Attu Sera Sanchez ACCORDANCE WITH THE POLICY PROV19g143 300 North Coast H{gghway AUTM4R YED REPRf sEN1A1 YE f Oceanside CA 92054 ,?i1 Le tinard E.ZGnlukr AD 11111811.2015 ACORD CORPORATION,AN rfplNs eatteevetA ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD .I, -I_.nwrXAa aslsexc I Ar. - lr cenmF a •: lu,v ,�>.: t r.y. .,1 a .,...., �r,.... ,..f<_�,m.up..ra..Au,v...•u.utr i•re.a a.rYlro.s.. �Na 64018069518 SS-146932-E Enterprise Technology Services,LLC (Ed.0611) THiS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED-LIABILITY EXTENSION This endorsement modifies insurance provided under the following. BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED—BLANKET VENDORS own acts or omission or those of its employees or anyone else acting on its WHO iS AN INSURED is amended to include as an behalf. However, this exclusion does not additional insured any person or organization(referred apply to: to below as vendor)with whom you agreed, because of a written contract or agreement to provide (1) The exceptions contained in insurance, but only with respect to'bodily injury"or Subparagraphs d.or f.;or "property damage-arising out of"your products"which (2) Such inspections, adjustments, tests or are distributed or soli in the regular course of the servicing as the vendor has agreed to vendor's business, subject to the following additional make or normally undertakes to make in exclusions: the usual course of business, in 1. The insurance afforded the vendor does not apply connection with the distribution or sale of to, the products. a. 'Bodily injury'or"property damage"for which 2. This insurance does not apply to any insured the vendor is obligated to pay damages by person or organization, from whom you have reason of the assumption of liability in a arAured such products,or any ingredient, pan or contract or agreement. This exclusion does container, entering into, accompanying or not apply to liability for damages that the containing such products. vendor would have in the absence of the 3. This provision 2. does not apply to any vendor contract or agreement. included as an insured by an endorsement issued b. Any express warranty unauthorized by you; by us and made a part of this Policy. c. Any physical or chemical change in the 4. This provision 2.does not apply it"bodily injury"or product made intentionally by the vendor, "property damage"included within the"products- completed operations hazard" is excluded either d. Repackaging, except when unpacked solely by the provisions of the Policy or by endorsement, for fhe purpose of inspection.demonstration, 2 MISCELLANEOUS ADDITIONAL INSUREDS testing, or the substitution of parts under instructions from the manufacturer, and then WHO IS AN INSURED is amended to include as an repackaged in the original container, insured any person or organization (called additional e. Any failure to make such inspections. Insured) described in paragraphs 2.a. through 2.h. adjustments,tests or servicing as the vendor below whom you are required to add as an additional has agreed to make or normally undertakes to insured on this policy under a written contract or make in the usual course of business, in agreement but the written contract or agreement must connection with the distribution or sale of the be: products; 1. Currently in effect or becoming effective during the t; Demonstration,installation,servicing or repair term of this policy;and operations,except such operations performed 2. Executed prior to the 'bodily injury," "property at the vendor's premises in connection with damage"or"personal and advertising injury,"but the sale of the product: Only the following persons or organizations are g. Products which, after distribution or sale by additional insureds wader this endorsement and you,have been labeled or relabeled or used coverage provided to such additional insureds is as a container,part or ingredient of any other limile d as prowled herein thing or substance by or for the vendor,or a. Additbnal Insured—Your Work h. 'Bodily injury" of "property damage' arising out of the sole negligence of the vendor for its That person or organization for whom you do work is an additional insured solely for liability SS-146932-E Page 1 of 5 (Ed.0&11) M& try"°s..rar��y:uts aca+ir'z>u r dim1 sw.a.r a CNA S(Ed. {E t).?i1) due to your negligence specifically resulting This insurance does not apply to "bodily from your work for the additional insured injury,' 'property damage" or 'personal and which is the subject of the written contract or advertising injury" arising out of operations written agreement. No coverage applies to performed for the state or municipality, liatifilly resulting from the sole negligence of t the additional insured. C. Controlling interest The insurance provided to the additional Any persons or organizations with a insured is limited as follows: controlling interest in you but only with respect to their liability ansing out of (1) The Limits of Insurance applicable to the additional insured are those specified in (1) Their tfnanciai control of you;or the written contract or written agreement (2) Premises they own, maintain or control or in the Declarations of this policy, while you lease or occupy these whichever is less. These Limits of premises Insurance are inclusive of, and not in addition to,the Limits of Insurance shown This insurance does not apply to structural in the Declarations, alterations, new construction and demolition (2) The coverage provided to the additional apse edons performed by or for such additional, insured by this endorsement and paragraph FA.of the definition of"insured d. Managers or Lessors of Premises contract' under Liability and Medical A manager or lessor of premises but only with Expenses Definitions do not apply to respect to liability arising out of the ownership, 'bodily injury` or 'property damage" maintenance or use of that specific part of the arising out of the "products-completed premises leased to you and subject to the operations hazard'unless required by the following additional exclusions. written contract or written agreement This Insurance does no apply to: (3) The insurance provided to the additional insured does not apply to'bodily injury,' (1) Any"occurrence'which takes place after `property damage," or "personal and you cease to be a tenant in that premises; advertising injury" arising out of the or rendering or failure to render any (2) Structural alterations,new construction or professional service& demolition operations pe performed by or on b. State or Political Subdivisions behalf of such additional insured, A state or political subdivision subject to the e. Mortgagee,Assignee or Receiver following provisions: A mortgagee, assignee or receiver but only (1) This insurance applies only with respect with respect to their liability as morgagee, to the following hazards for which the assignee, or receiver and arising out of the state or political subdivision has issued a ownership,maintenance.or use of a premises permit in connection with premises you by you, own, rent, or control and to which this This insurance does not apply to structural insurance applies. alterations. new construction or demolition (a) The existence, maintenance, repair, operations performed by or for such additional construction, erection, or removal of insured. advertising signs,awnings,canopies, t. OwnerslOther interests—Land is Leased cellar entrances, coal holes, driveways, manholes, marquees, An owner or other interest from whom land halstaway openings,sidewalk vaults, has been leased by you but only with respect street banners, or decorations and to liability arising out of the ownership, similar exposures,or maintenance or use of that specific part of the (b) The construction, erection, or land leased to you and subject to the Bowing oradditional exclusions: removal of elevators: (2) This insurance applies only with respect This insurance does not apply to to operations performed by you or on your (1) Any "occurrence" which lakes place behalf for which the state or political after you cease to lease that land,or subdivision has issued a permit. SS-146932-E Page 2 of 5 (Ed.06111) RuRvxmo i i«z si:.t,+rnsnt.w is..�ti.r i rw .r.,.+ro t aix'E:ania ii a:p ui irw� i »a.,ar z :`sl/C�xtf Rt tr C-.NMvlc�ctl INpr<w�A.fiM AA.L y 1waY i�"++"�"-'+�tlittt'wc"f SB-146932-E CNA (Ed.06111) (2) Structural allerations, new Damage To Property, is replaced by the construction or demolition operations following performed by or on behalf of such k. Damage To Property additional insured. g. Co-owner of Insured Premises Dropeny damage"to A co-owner of a premises co-owned by you 1. Property you own, rent or occupy, and covered under this insurance but only including any costs or expenses with respect to the co-owners twiddity as co- incurred by you,or any other person, owner of Such premises. organization or entity, for repair, replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such Any pens or organization from whom you property for any reason, including prevention of injury to a person or lease equipment.Such person or organization are insureds only with respect to their liability damage to anothers property; arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the 'property damage' such person or organization. A perwri's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract 3. Property loaned to you; or agreement with you for such leased equipment ends. 4. Personal property in the care. With respect to the insurance afforded these custody or control of the Insured. additional Insureds, the following additional S. That particular part of any real exclusions apply property on which you or any This insurance does not apply: contractors or subcontractors working directly or indirectly in your behalf are (1) To any 'occurrence" which takes place performing operations,lf the"property after the equipment lease expires or damage" arises out of those (2) To "bodily injury," "property damage" or operations,or "personal and advertising injury" arising G. That particular part of any property out of the sole negligence of such that must be restored. repaired or additional insured. replaced because "your work" was Any insurance provided to an additional insured incorrectly performed on it designated under paragraphs b.through h.above Paragraph 2 of this exclusion does not does not apply to -bodily injury" or "property apply if the premises are'your work"and damage'included within the'products-completed were never occupied, rented or held for operations hazard." rental by you. 3. The following is added to Paragraph H. of the Paragraphs 1,3,and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to"property damage`(other CONDITIONS: than damage by fire or explosion) to H. Other Insurance premises: 4. This insurance is excess over any other (1) rented to you: insurance naming the additional insured (2) temporarily occupied by you with the as an insured whether primary, excess, permission of the owner,or contingent or on any other basis unless a (3) to the contents of premises rented to written contract or written agreement you for a period of 7 or fewer specifically requires that this insurance be consecutive days, either primary or primary and noncontributing. A separate limit of insurance applies to Damage To Premises Rented To You as 4. LEGAL LIABILM-DAMAGE TO PREMISES described in Section 0 - Liability and Medical Expenses Limits of Insurance. A. Under B. Exclusions, 1 Applicable to Business Liability Coverage, Exclusion IL SS-146932-E Page 3 of 5 (Ed.06f1 1) 3af�>i�tl ( Y�fl>yi,/aYn�Mtia:1- ts:lawC I��t*""+*"++i SISSI�Pta IS i"i:li M I1011 I ►Na�n!