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~, J( .'V'til, h~ELtm AMENDMENT TO PROGRAMICENSE AND SERVICE AGREEMENT # 980603 /--:_;~('L'"" _ i,/~-""; j: I - .- Ii" [';, it" t' 1 -0 i THIS SECOND AMENDMENT, hereinafter referred to as "Program and Service Amendment #2", made and entered into this 3rd day of May, 200 I, by and between the High Line Corporation and the City of Santa Ana, a charter city and municipal corporation of the State of California (City), collectively referred to herein as "the Parties". RECIIALS A. The Parties entered into that certain agreement entitled "Program License & Service Agreement #98063" dated June 22, 1998, hereinafter referred to as "Program and Service Agreement", for the provision of various computer program licenses and software modules. The Parties subsequently executed an amendment dated April 3, 2000, hereinafter referred to as "Program and Service Amendment #111; B. The Parties hereto now desire to amend the Program and Service Agreement and hereby agree to the changes specified hereinafter. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the teffilS and conditions of said Agreement as hereby amended, the parties hereto do hereby agree as follows: I. Add the following section to the Program and Service Agreement: IS. BIT T me; ATTTHORTZATTON LICENSOR shall only bill (invoice) LICENSEE for products and services, pursuant to the Program and Service Agreement and amendments, that are authorized in advance of delivery by LICENSEE's designated Project Manager or his or her designee. Authorization shall take the form of written communication by LICENSEE to LICENSOR requesting and authorizing LICENSOR to provide products and I or services. Acceptable transmission medium of such written communication shall include postal mail, courier, facsimile, and electronic mail. 2. Amend PART IV - ADDITIONAL TERMS AND CONDITIONS, section 3 DATABASE & TOOLS SOFTWARE - Third Party Software - Optional Upon request by LICENSEE, LICENSOR may quote via e-mail or other written form, prices to purchase Oracle software licenses that supersede those in the Program and Service Agreement, and LICENSEE may elect to authorize and purchase such licenses from LICENSOR based upon the quotation. LICENSEE is under no obligation to purchase Oracle licenses from LICENSOR. 3. Amend PART IV - ADDITIONAL TERMS AND CONDITIONS, section 5 OPTIONAL APPLICATION SOFTWARE MODULES. a. Change the amount of time in which LICENSEE may elect to purchase said products and services from 36 months to 72 months. Change the means in which to exercise purchase from issuing a Purchase Order to Billing Authorization communication as amended in Section I herein, the newly added Section IS. Billing Authorization b. Add the following sentence: LICENSEE is entitled to purchase the software module(s) licenses at the originally quoted price in the event that LICENSOR changes the module(s) name or description. c. Change the billing schedule for the OPTIONAL APPLICATION SOFTWARE MODULES from "Due Upon Completion of <module> Training" to as follows: --"Recruitment, Career Planning, Safety & Health, and Time Entry modules: . . .Due after completion of <module> Trairting, delivery of <module> docwnentation, and after resolution of high priority issues, if any, related to <module> that are reported by LICENSEE to LICENSOR within