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Home My WebLink About25E - AMEND AND RENEW AGMT FOR PAYROLL SYSTEMREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 18, 2020 TITLE AMEND AND RENEW AGREEMENTS WITH HIGH LINE CORPORATION FOR PAYROLL/HUMAN RESOURCE SYSTEM MAINTENANCE, SERVICES, AND LICENSES ($503,144) /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2" d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to amend and renew the agreements with High Line Software Corporation (High Line) for Payroll and Human Resources system maintenance, services, and software licenses in an amount not to exceed $503,144 over a two -year period, from April 1, 2020 to March 31, 2022, with three -one-year renewals, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City processes payroll and performs Human Resources management functions using the High Line Payroll and Human Resources software system. The system is used to maintain personnel information, record time and attendance, administer benefits, administer training and development, control positions and forecast personnel costs. The system's employee and manager self-service portal is used by approximately 1,500 City employees to access their pay stubs, benefits, leave accrual balances, salary information, training, and other employee information. The Annual Service Agreement (Exhibit 3) provides for software maintenance and support, including mandatory payroll tax table and form updates. The agreement renews automatically each year, unless terminated by either party. Increases to the annual maintenance and service may not exceed the United States Consumer Price Index (CPI) rate. An agreement renewal is required in order to receive regular software updates that allow the City to continue to process payroll that complies with Federal and State tax and labor laws. Additionally, staff recommends amending the existing Program License and Service Agreement (Exhibit 2) to engage professional services as needed for system consulting and software upgrade licenses. There are several payroll projects planned, which include system upgrade and enhancements, that will require engaging High Line Professional Services. The cost estimates associated with these projects are included in Exhibit 1. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal # 7- Team Santa Ana, Objective # 5 (create a culture of innovation and efficiency within the organization), Strategy A (promote the use of new technology to improve the delivery of services and information to staff and the community). 25E-1 Amend and Renew Agreements with High Line Corporation for Payroll /Human Resources System Maintenance, Services, and Licenses February 18, 2020 Page 2 FISCAL IMPACT Funds are available in the Information Technology Enterprise Systems accounting unit 10920141 for FY 2019-20 and will be budgeted in subsequent fiscal years. The following is an estimate of the account distribution by fiscal year; however, the actual amounts for each fiscal year may vary based on the timing of a system upgrade and services. Account Account FY FY FY 2021- FY FY Unit— Description 2019-20 2020-21 22 2022-23 2023-24 Total Account# 10920141- Contract $15,000 $15,000 $59,700 $15,000 $15,000 $119,700 62300 Services 10920141- Software $22,764 $22,764 62305 Licenses 10920141- Software $63,952 $66,511 $73,952 $76,719 $79,546 $360,680 62306 Maintenance Total $78,952 $81,511 $156,416 $91,719 $94,546 $503,144 Jack Ciulla Chief Technology and Innovations Officer Information Technology Department Steven V. Pham Executive Director Human Resources Department APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs Executive Director Finance and Management Services Agency Exhibits: 1. High Line Corporation Ninth Amendment to Program License and Service Agreement A-1998-099 2. High Line Corporation Program License and Service Agreement, A-1998-099 3. High Line Corporation Annual Service Agreement, A-1998-099A 25E-2 Exhibit 1 • HIGHLINE a NEOGOV company NINTH AMENDMENT TO PROGRAM LICENSE AND SERVICE AGREEMENT By and between: HIGH LINE SOFTWARE CORPORATION. and City of Santa Ana, California 20 Civic Center Plaza, #M12 Santa Ana, CA, 92702 THIS NINTH AMENDMENT (the "Amendment") is entered into this 18th day of February, 2020 by and between the City of Santa Ana, California (the "Customer"), and High Line Software Corporation (hereinafter referred to as "High Line"). The Customer and High Line may each be referred to individually as a "Party," or collectively referred to as the "Parties," in this Amendment. This Amendment and the Online Services Agreement shall collectively referred to as the "Agreement'. RECITALS WHEREAS, the Customer and High Line entered into a Program License and Service Agreement dated June22, 1998 (the "Master Agreement') amended April 3, 2000; May 3, 2001; January 19, 2006; May 17,2010, January 2, 2013, April I, 2016, and March 8, 2017: and WHEREAS, the Parties now desire to enter into this Amendment to modify and add additional services to the Master Agreement; and NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: Customer desires to renew the products and services detailed more fully in the summary of Fees listed below for the two year period of April I, 2020 to March 31, 2022, with three optional one-year renewals exercisable by Customer with High Line's approval. Once placed, the annual maintenance charges shall be non -cancelable and the sums paid nonrefundable. Year 1 Maintenance — Subsequent years increased according to master court act (CPI) Item Description Amount Application Maintenance High Line Annual Support - Tier 4 Application Maintenance Foundation $6,708.00 Application Maintenance Payroll $9,463.00 Application Maintenance Salary Administration $2,678.00 Application Maintenance Benefits $3,150.00 Application Maintenance Attendance $3,150.00 Application Maintenance Workflow $2,941.00 Application Maintenance Em to ee/Manager Self Service $2,467.00 A lication Maintenance Performance & Talent Management $1,237.00 Application Maintenance Check Maintenance $1,095,00 Windward Mtce Windward Std. Volume Server Engine Unlimited Reports/day ^ 4 cores $2,258.00 Symmetry Mtce Symmetry Tax Engine $6,074.00 Lo i Mtce Lo i BI Dashboard $2,941.00 Oracle P2K Mtce Oracle Database Server SE 2 user edition $1,040 Oracle P2K Mtce Oracle Database Server SE 2 processor edition $8,010.00 Oracle P2K Mtce Oracle WebLogic Server SE user edition 1 $940.00 Oracle P2K Mtce Oracle WebLo is Server SE processor $4,668.00 Oracle P2K Mtce Internet App Server SE One user edition $730.00 Oracle P2K Mtce Internet A p Server SE One processor $2,65290 Oracle P2K Mtce Business Intelligence SE user $1,150.00 #24360v4 25E-3 HIGH LINE a NEOGOV company Year I Maintenance Total $63,952.00 Optional as needed Implementation / Professional Services Day, Coss Total Estimate 161 Seniccs toi Additionul Prcjects (remote services) 50 $60 000 Optional On -Site Protccsional Services 9 $15,000 TOTAL PROFESSIONAL SERVICES ESTIMATE 1 $75,000 Professional Services Rates Resource Remote Omsite _PYI $ISIIU $1bU0 Sr. Constdtant S 1200 $ 1500 Implementation `l,cclalist $700 $SOU Tech $1200 $iSoo Optional Timekeeping bdule Item One Time License Fee Annual Maint. Fee Modtdes Timekeeping Self -Service including Time Rules JNISS) $22,704 $4.751 Optional Timekeeping Module Implementation / Services Item (Bain the Tiainer method) Days Costs Planning Scision (2-day gap analysis, 3-day remote session + re)orY) S $11.100 TMSS ;,Module Training and COnsulting Ill $12,000 TbiSS - Optional Additional Trouhleshooting Assistance 10 $I a 000 Projcct Account Management Assistance (remote- 0 5-day sessions) 4 S6 000 Technical Assistance , $3,600 Total: 35 $44,700 OneTime Recurring TOTALCOST- Timekeeping Implementation $67,464 $4,781 2. Optional Timekeeping. At the time of execution of this Amendment, Customer has not elected to purchase the Timekeeping Module and related Services. Pricing for Timekeeping designated herein shall serve as a firm otter and is valid for twenty- four (24) months up to and including January 17, 2021 3. The total compensation allowed pursuant to this Agreement shall not exceed $503,144.00 during the term of this Agreement including any optional renewals. 4. Billing. Net 30 from Customer receipt of High Line invoice. 5. The Recitals are incorporated herein. #24360v4 25E-4 jL HIGH Laid a NEOGOV company 6. Effectiveness & Modification. The Effective Date. This Order is made and entered into as of the date of Customer and High Line signature on this Amendment (the "Effective Date'). Neither Customer nor High Line will be bound by this Amendment until it has been signed by its authorized representative. This Amendment may not be modified or amended except through a written instrument signed by the parties. 7. Where the terms and conditions of the Master Agreement conflict with this Amendment, this Amendment shall prevail. All other teems and conditions of the Master Agreement shall remain in full force and effect. Witness whereof the parties have executed this Ninth Amendment as of the effective date stated herein. HIGH LINE SOFTWARE CORPORATION SIGNATURE: NAME: ,JOhfl "1s TITLE: Controller DATE:2/6/2020 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Bv: A.V\P�rLAL LAURA A. ROSSINI Senior Assistant City Attorney CITY OF SANTA ANA, CA SIGNATURE: NAME: KRISTINE RIDGE TITLE: CITY MANAGER DATE: ATTEST: DAISY GOMEZ Clerk of the Council RECOMMENDED FOR APPROVAL: JACK CIULLA Chief Technology and Information Officer N24360v4 25E-5 Exhibit --.'• .,_}• THIS AGREEMEN19de this 22"" day of June, 1998 PROGRAM LICENSE & SERVICE AGREEMENT # 980603 BETWEEN: HIGH LINE CORPORATION 8920 Woodbine Avenue, Suite 402 Markham, Ontario, Canada L3R 9W9 (hereinafter referred to as LICENSOR) and CITY OF SANTA ANA 20 Civic Center Plaza Santa Ana, CA 92702 USA (hereinafter referred to as LICENSEE) INSURANCE NOT REQLIREDJWAIVEU WORK MAY PRCCE0 CLERK OF COUNCIL DATE: f1.>/ f d YMS LICENSOR hereby grants and LICENSEE hereby accepts on the following terms and conditions, a non-exclusive license to Use each Licensed Program on Designated Equipment, each as hereinafter defined. TERMS AND CONDITIONS LICENSEE agrees to pay LICENSOR a sum of NINETY THREE THOUSAND US DOLLARS ($93,000.00 US) for a non-exclusive and non -transferable perpetual license for the Use of the Licensed Programs. LICENSEE further agrees to pay LICENSOR such sum as per the schedule described in Part III of this Agreement. LICENSEE agrees to pay all reasonable out of pocket expenses for travel, accommodation, long distance phone charges and courier services related to installation. LICENSEE agrees to reimburse expenses for LICENSOR resources who do not reside in the Orange County or Los Angeles County area. This Agreement is also subject to the additional terms and conditions stipulated in Part IV of this Agreement. 1. DEFINITIONS: The following terms are defined for the purposes of this Agreement: a) "Licensed Program" shall be the object code version of each program listed in Part I of any schedule incorporated in this Agreement including basic and related materials pertinent to said program, and any update to said program hereinafter furnished to LICENSEE by LICENSOR. b) "Designated Equipment" shall be any Central Processing Unit enumerated in Part II of any schedule incorporated in this Agreement. LICENSEE shall inform LICENSOR prior to moving the Licensed Program to any other replacement computer system save and except for the circumstances noted in Part II of this Agreement. LICENSOR shall not unreasonably withhold authorization provided that the LICENSEE shall have paid any fees applicable to use of the LICENSED PROGRAM on a different computer model. c) "Use" means executing any Licensed Program on the Designated Equipment, or referencing the basic and related materials pertinent to any Licensed Program. d) "Derivative Program" shall be each program developed by the LICENSEE for use with the Licensed Programs and which does not include any Licensed Program material in any identifiable form. e) "LICENSE" means the license herein granted to LICENSEE to Use Licensed Programs. 2 5 E —6 AGREEMENT #980603 Page 1 of 10 2. TERM • a This License is effective from the date of execution of this Agreement by both parties. The License granted herein with regard to each Licensed Program shall remain in force until LICENSEE permanently discontinues the use of that Licensed Program on the Designated Equipment or until LICENSOR terminates this Agreement, upon written notice to LICENSEE, by reason of LICENSEE'S failure to comply with any of the terms and conditions of this Agreement. If the LICENSEE inadvertently fails to comply with any of the terms of this Agreement, the LICENSEE will be granted ten (10) days after written notification from LICENSOR to comply with the terms of the Agreement prior to termination. 3. LICENSE The License granted under this Agreement authorizes LICENSEE on a personal, non -transferable and non-exclusive basis, to Use any Licensed Program only on the Designated Equipment identified in Part II to this Agreement without right to sub -license or rent. The Licensed Programs and all copies thereof are the property of the LICENSOR and title thereto remains with the LICENSOR. All applicable rights in patents, copyrights, trade -marks and trade secrets in the Licensed Programs are and will remain within LICENSOR. The LICENSEE shall not sell, transfer, publish, disclose, display, disseminate or otherwise make available any Licensed Program or copies thereof to others. The LICENSEE agrees to secure and protect each Licensed Program and any copy thereof, from use by Third Parties and agrees to take appropriate action through instruction with its employees who are permitted access to each Licensed Program or copies thereof, to satisfy its obligations under this Agreement. LICENSEE may generate, develop and use Derivative Programs. LICENSOR has no rights in Derivative Programs and neither party has any liability or obligation to the other in reference to Derivative Programs. LICENSEE shall maintain records specifically identifying each Licensed Program and the associated Designated Equipment delivered under this Agreement and shall make such records available to LICENSOR during regular business hours upon reasonable notice for purposes of enforcement of the terms and conditions of this Agreement. LICENSEE shall not disassemble, de -compile, translate, reverse engineer or create derivative works from the Licensed Programs. 4. LICENSE TO REPRODUCE LICENSEE may reproduce and install the Licensed Programs on a development and test system for the purposes of testing (new versions & patches), training and serving as a backup system to the Designated Equipment. Additionally, the LICENSEE may purchase a license to reproduce the Licensed Programs covered by this Agreement for use by LICENSEE for additional equipment at 75% of the then current price for each reproduction. Installation and training for all additional sites will be extra, if required. This LICENSE TO REPRODUCE may not be assigned, transferred, re -licensed or sub -licensed to any third party or used on any equipment not owned or leased by LICENSEE for its own use. LICENSEE may reproduce for its own use Licensed Program documentation provided by LICENSOR including reference manuals, training materials and installation instructions. 5. COPIES Except for the License to Reproduce referred to in paragraph 4, LICENSEE is not entitled to make copies of the Licensed Programs in whole or in part in printed or machine-readable form. However, the LICENSEE has the right to create and store copies of Licensed programs for the sole purpose of operational backup, disaster preparedness, recovery, and other emergency related needs. The original and any copies of Licensed Programs, in whole or in part, which are made by LICENSEE shall be the property of LICENSOR. LICENSEE agrees to reproduce and include the applicable copyright notice on any copies, in whole or in part, in any form, including partial copies and modifications to Licensed Programs. 6. ESCROW The LICENSEE by signing this Agreement becomes a beneficiary for the source code for those Licensed Programs outlined in PART L LICENSOR agrees to notify Lincoln -Parry Associates Inc., with whom LICENSOR has a Software Escrow Agreement, that LICENSEE has become an eligible beneficiary under this Agreement. 7. PROTECTION OF LICENSED PROGRAM LICENSEE agrees not to provide or otherwise make available any Licensed Program, in any form, to any person other than LICENSEE'S or LICENSOR'S employees or contractors without prior consent from LICENSOR, except during the period any such person is on LICENSEE'S premises with LICENSEE'S permission for purposes specifically related to LICENSEE'S Use of the Licensed Program. LICENSEE agrees that it will take appropriate action by instruction, agreement, or otherwise with its employees or other persons permitted access to Licensed Programs to satisfy its obligations under this Agreement with respect to 2 5 E —7 AGREEMENT #980603 Page 2 of 10 use, copying, modification, anorotection and security of Licensed ProgramOICENSEE is prohibited from processing a third party's data or from offering the LICENSED PROGRAM in a service bureau or timesharing environment unless such use is authorized in writing by LICENSOR. 8. TERMINATION Within thirty (30) days after LICENSEE has permanently discontinued the use of any Licensed Program or the LICENSOR has terminated any License by reason of LICENSEE'S failure to comply with any of the terms of the Agreement, LICENSEE will certify, in writing, to LICENSOR, that through its best efforts, and to the best of its knowledge, the original and all copies, in whole or in part, in any form, including partial copies of the discontinued or terminated Licensed Programs have been destroyed or, at LICENSOR's option, returned to LICENSOR. 9. PATENT AND COPYRIGHT INDEMNIFICATION LICENSOR at its own expense shall defend any action brought against LICENSEE to the extent that it is based on a claim that any Licensed Program used within the scope of the license hereunder infringes a patent or copyright, provided LICENSEE notified LICENSOR promptly in writing of the action (and all prior claims relating to such action) after LICENSEE becomes aware of same, and LICENSOR has sole control of the defense and all negotiations for its settlement or compromise. In the event any Licensed Programs become, or in LICENSOR'S opinion are likely to become, the subject of a claim of infringement of a patent or copyright, LICENSOR may at its option either secure the LICENSEE'S right to continue using the Licensed Programs, replace or modify them to make them non -infringing, or if neither of the foregoing alternatives is reasonably available to LICENSOR, discontinue the Licensed Program upon three month's written notice. If, however, the Licensed Program is the subject of a claim of patent or copyright infringement, LICENSEE may notify LICENSOR in writing during the one month after the LICENSOR'S notice of discontinuance that LICENSEE elects to continue to be licensed with respect to the Licensed Program until there has been an injunction or the claim has been withdrawn, and agrees to undertake at LICENSEE'S expense the defense of any action against LICENSEE and to indemnify LICENSOR with respect to all costs, damages and legal fees attributable to such continued use after such notice is given to LICENSOR: it being understood that LICENSOR may participate at its expense in the defense of any such action if such claim is against LICENSOR. LICENSOR shall have no liability for any claim of copyright or patent infringement based on 1: Use of other than a current unaltered release of the Licensed Program available from LICENSOR if such infringement would have been avoided by the use of a current unaltered release of the Licensed Program available from LICENSOR or; 2: Use or combination of the Licensed Program with modifications, improvements or other programs not supplied by LICENSOR or; 3: Intentional tortious act or negligence of LICENSEE or; 4: Use by LICENSEE of the Licensed Programs in an application or environment for which the Licensed Programs was not designed or contemplated. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OR PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF. 10. WARRANTY Each Licensed Program will conform to LICENSER'S current published Program Specifications when it is shipped to LICENSEE. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM AND ITS PERFORMANCE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, AND THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF LICENSED PROGRAMS. LIMITATION OF LIABILITY: LICENSEE agrees that LICENSOR'S liability hereunder for damages including but not limited to liability for any funds, mutual breach of this Agreement or patent and copyright infringement and regardless of the form of action, 2 5 E —Q AGREEMENT #980603 Page 3 of 10 shall not exceed the charges pain LICENSEE for the particular Licensed Prog* or related materials involved. LICENSEE further agrees that LICENSOR will not be liable for any lost profits, or for any claim or demand against the LICENSEE by any other party, except a claim for patent or copyright infringement as provided herein. No action regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than one year after the cause of action has occurred, except that an action for non-payment may be brought within one year after the date of last payment. 11. EXTENDED APPLICATION The provisions of this Agreement shall govern the terms of any present or future order from LICENSEE. Acceptance by LICENSEE of any Licensed Program or optional materials from LICENSOR shall be deemed conclusive evidence of LICENSEE'S Agreement that the license for such Licensed Program or optional materials is governed by this Agreement. 12. SEVERABILITY If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are to that extent, deemed omitted. 13. GOVERNING LAW This Agreement shall be governed by the laws of the State of California, USA. 14. INJUNCTION AND EQUITABLE REMEDIES The LICENSEE hereby recognizes that the Licensed Program is a valuable asset of the LICENSOR and that any remedy contemplating, inter alia, the award of monetary damages in the event of a violation or impending violation of any of the terms and provisions of this Agreement shall be inadequate. As a result, the LICENSOR shall, in addition to any other relief available to it (including, without limitation, monetary damages to the extent that the LICENSOR proves such damages), be entitled to the remedy of injunction and other equitable remedies without having to establish the inadequacy of any remedy available to it. 2 5 E —9 AGREEMENT #9R0603 Page 4 of 10 SCHEDULE TO AGRAM LICENSE & SERVICE AAEMENT # 980603 PART I - PROGRAMS COVERED BY THIS AGREEMENT The NT version of the following PERSONALITY 2000 modules to process up to 9,999 active Employee Records, Employee Records being defined as the highest number of employees administered by the system in any month during a twelve month service period on the Designated Equipment. LICENSEE has the right to up -grade the Designated Equipment as described in Part II of this Schedule without an increase in license fees covered by the Agreement to which this Schedule is attached. The increase in license fees is governed by the number of Employee Records processed as covered in Part I of this Schedule. The programs covered by this Schedule include: FOUNDATION/RECORD KEEPING PAYROLL BENEFIT ADMINISTRATION ATTENDANCE SALARY ADMINISTRATION POSITION CONTROL FINANCIAL COST CONTROL LABOR RELATIONS As additional Programs are purchased, an Addendum to this Schedule shall be issued. PART II - DESIGNATED EQUIPMENT (To be identified once known) MODEL NUMBER SERIAL NUMBER LOCATION In the event that the above mentioned Designated Equipment is inoperable, LICENSEE may use alternate equipment for their day to day processing until such equipment again becomes operable. LICENSEE has the right to upgrade and/or change Designated Equipment without prior permission of the LICENSOR; but is required to provide LICENSOR notification within 30 days of upgrade and/or change in Designated Equipment. LICENSOR may install the Licensed Programs on a second computer system designated as a Development and Test system for the purposes of testing, training, and to serve as a backup system to the Designated Equipment. PART III — COST & PAYMENT SCHEDULE: LICENSE FEES Billing is according to Generally Accepted Accounting Principles. Fees for licenses, products, and services specified throughout this agreement are billable per the schedules specified, or if not specified, upon delivery. Payment terms are Net 30 days from receipt of invoice. LICENSEE will make a good faith effort to begin processing invoices for payment immediately upon receipt. Personality2000 Application Software Modules Foundation/Record Keeping $ 24,000.00 Due Upon Completion of Record Keeping Training Payroll $ 30,000.00 Due Upon Final Acceptance (As defined in Part IV, Section 6) Benefit Administration $ 12,000.00 Due Upon Completion of Benefits Training Attendance $ 6,000.00 Due Upon Completion of Attendance Training Position Control $ 6,000.00 Due Upon Completion of Financial Cost Control Training Salary Administration $ 6,000.00 Due Upon Completion of Financial Cost Control Training Financial Cost Control $ 3,000.00 Due Upon Completion of Financial Cost Control Training Labor Relations $ 6,000.00 Due Upon Completion of Payroll Advanced Training Total $ 93,000.00 The Training Schedule is specified in the Implementation Planning Report Document. Should any variations occur from the Implementation Planning Report Document, said Document will continue to govern the Payment Schedule. PART IV - ADDITIONAL TERMS AND CONDITIONS WARRANTY - The LICENSOR agrees to provide a warranty period with respect to the warranty provided in paragraph 10 of the Program License &. Service Agreement, that commences on the date of delivery of the 2 5 E —1 0 AGREEMENT #980603 Page 0 of 10 first installation tape and Oends through 30 days after Final Acceptanceollowing the warranty period, LICENSEE must sign an Annual Service Agreement for each module purchased to be entitled to ongoing support. 2. STANDARD IMPLEMENTATION TRAINING & CONSULTING SERVICES Project Planning $ 1,000 per day @ 5 days $ 5,000.00 Software Installation $ 1,000 per day @ 1 days $ 1,000.00 Technical Training $ 800 per day @ 5 days $ 4,000.00 Foundation/Record Keeping $ 800 per day @ 5 days $ 4,000.00 Payroll $ 800 per day @ 5 days $ 4,000.00 Benefit Administration $ 800 per day @ 5 days $ 4,000.00 Attendance $ 800 per day @ 5 days $ 4,000.00 Payroll Advanced $ 800 per day @ 5 days $ 4,000.00 Financial Cost Control $ 800 per day @ 3 days $ 2,400.00 Trouble -Shooting $ 800 per day @ 15 days $ 12,000.00 Total $ 44,400.00 Plus: Reasonable travel and out -of pocket expenses subject to LICENSEE approval Supplemental Consulting Services: LICENSOR agrees to provide personnel to the LICENSEE as required and agreed upon for Consulting and Training of the Programs covered in Part I of this Schedule at the following rates: Sr. Consultant Level A $1,000 per Day Sr. Consultant Level B $ 900 per Day Consultant Level C $ 800 per Day Consultant Level D $ 600 per Day The quantity of supplemental consulting services shall be determined and scheduled as agreed upon by both parties during implementation. Supplemental Consulting and Training Services are Due Upon Completion of Required Services. 3. DATABASE & TOOLS SOFTWARE — Third Party Software - Optional CLIENT/SERVER JCS Job Scheduling Software: 5-User License $ 6,000.00 Developer 2000/Reports 2.5: 1-User License $ 3,500.00 ORACLE Database Run -Time License Oracle Workgroup Server 30 Concurrent Users @ $ 236 per concurrent user $ 7,080.00 ORACLE SQL*Plus — 3 copies @ $396 per copy $ 1,188.00 ORACLE Developer 2000 — 2 Users @ $ 4,796 per user $ 9,592.00 Total $27,360.00 4. SOFTWARE CUSTOMIZATION Software Customization is based on a Programming Rate of $800 per Day unless otherwise indicated. Actuals Due Upon Customization Acceptance (As defined in Part IV, Section 6) Custom Time Entry Screen — up to 10 days Check What If Calculation Screen Custom Mass Salary Change Enhancement — up to 20 Days Custom Labor Distribution Entry Screen — up to 20 Days Custom Other Salary Matrix -Related Enhancements — TBD Maximum $ 8,000.00 N/C Maximum $ 16,000.00 Maximum $ 16,000.00 TBD 25E-11 AGREEMENT #980603 Page 7 of 10 5. 6. Custom Salary Projectitshancement N/C. Custom Interfaces & Reports - @ $600/day development rate TBD Custom — Other programming not yet identified TBD OPTIONAL APPLICATION SOFTWARE MODULES LICENSEE shall have the option to purchase all or part of the following products and services from LICENSOR within 36 months from the date of execution of this agreement at the costs specified below. LICENSEE shall exercise such option by means of issuing a Purchase Order to the LICENSOR. Recruitment $ 6,000.00 Due Upon Completion of Recruitment Training Career Planning $ 6,000.00 Due Upon Completion of Career Planning Training Safety & Health $ 6,000.00 Due Upon Completion of Career Planning Training Work Scheduling $ 20,000.00 Due Upon Completion of Work Scheduling Training Time Entry $ 12,000.00 Due Upon Completion of Time Entry Training OPTIONAL IMPLEMENTATION CONSULTING & TRAINING SERVICES Recruitment Training 3 days @ $800 per day $ 2,400.00 Career Planning Training 3 days @ $800 per day $ 2,400.00 Safety & Health Training 3 days @ $800 per day $ 2,400.00 Labor Relations Training 3 days @ $800 per day $ 2,400.00 Work Scheduling Training 5 days @ $800 per day $ 4,000.00 Time Entry Training 5 days @ $800 per day $ 4,000.00 Trouble -Shooting 10 days @ $800 per day $ 8,000.00 Plus Travel & Out of Pocket expenses Optional Supplemental Consulting Services: LICENSOR agrees to provide personnel to the LICENSEE as required and agreed upon for Consulting and Training of the Programs covered in Part IV # 5 of this Schedule at the following rates: Sr. Consultant Level A $1,000 per Day Sr. Consultant Level B $ 900 per Day Consultant Level C $ 800 per Day Consultant Level D $ 600 per Day The quantity of optional supplemental consulting services shall be determined and scheduled as agreed upon by both parties during implementation. Supplemental Consulting and Training Services are Due Upon Completion of Required Services. Optional Software Customization: Custom Interfaces & Reports - @ $600/day development rate Custom — Other programming - @ $800/day development rate DELIVERABLES Application Software: LICENSOR shall provide to LICENSEE the Application Software products as identified in Part III— Cost & Payment schedule including installation media. Application Software shall Be thoroughly tested by LICENSOR, and shall be considered stable and without integrity problems when it is delivered. Database & Tools Software: LICENSOR shall provide to LICENSEE the database and Tools Software Products identified in PART IV # 3 . This includes installation media. Standard Implementation Services: LICENSOR shall provide to LICENSEE the Standard Implementation Services as identified in Part IV #2 per LICENSOR'S recommended implementation methodology. This includes installation of database and application software, training, and trouble -shooting support. 2 5 E— 1 2 AGREEMENT #980603 Page 8 of 10 Supplemental Consultant Services: LICENSOR shall provide to LICENSEE Supplemental Consultant Services as requested by LICENSEE and identified in Part IV #2 for assistance in implementing the Payroll and Personnel System and related business processes. These services include performing business process research and analysis, making recommendations, writing project documentation and specifications, setting up and configuring the system and testing. Sr. Consultant Level A should possess expert knowledge in the High Line Personality product and be highly experienced and knowledgeable in systems analysis, facilitation and payroll and personnel business processes. Sr. Consultant Level B should possess intermediate to high knowledge in the High Line Personality product and be very experienced and knowledgeable in systems analysis, facilitation and payroll and personnel business processes. Consultant Level C should possess intermediate to high knowledge in the High Line Personality product and be very experienced and knowledgeable in systems analysis, facilitation and payroll and personnel business processes. Consultant Level D should possess intermediate to high knowledge in the High Line Personality product and have experience in systems analysis. Software Customization: LICENSOR shall provide to LICENSEE Software Customizations to the Licensed Programs identified in Part IV #4. LICENSEE will provide to LICENSOR a Requirements Specification for each Software Customization. Software Customization shall be thoroughly tested by LICENSOR, and shall be considered stable and without integrity problems when delivered. LICENSOR shall include coverage for the Software Customizations in the Annual Service Agreement and shall include the Software Customizations in future releases of Licensed Programs. A. Custom Time Entry Screen: Basic tailoring of the standard screen to facilitate mass entry. B. Check What if Calculation Screen: To provide employee masterfile information to the calculation. In addition to the pay component values. C. Custom Mass Salary Change Enhancement: To provide custom enhancement to the mass salary change program that facilitates the ability to update new salary changes to the salary table, job/position, and employee masterfile based on the City's Salary Matrix range increase method. D. Custom Labor Distribution Entry: To provide an additional labor distribution entry screen if not included in the Custom Time Entry screen above. E. Custom Other Salary Matrix -Related Enhancements: Move Ups - allow the temporary move up of employees to be based on rules tied to the City's Salary Matrix; potentially Retro Pay — allow retro pay to be based on rules tied to the City's Salary Matrix; potentially other functionality not yet identified that is based on rules tied to the City's Salary Matrix. F. Salary Projection Enhancement To provide Salary Projection functionality that accommodates the LICENSEE's method for performing salary projections. G. Custom Interfaces and Reports: To provide custom interfaces and reports as requested by LICENSEE and agreed by LICENSOR. H. Custom Other Programming: To provide custom other programming not yet identified as requested by LICENSEE and agreed by LICENSOR. Documentation: LICENSOR shall provide the following documentation in appropriate medium (hard copy, electronic or both). A. Standard product documentation that comes from the manufacturer of the Database and Tools products identified in Part IV #3. B. Reference manuals for the Application Software products as identified in Part III — Cost and Payment schedule — Licensee fees. The user manuals shall be for the version of the Application software products at the time of Final Acceptance. The content and form of the user manuals shall be of reasonably good quality that one would reasonably expect from a professional software application vendor. C. Installation Instructions, if not included in the user manuals, that are accurate and clear. D. Reference manuals addendums for the Software Customizations identified in Part IV #4. 2 5 E —1 3 AGREEMENT #980603 Page 9 of 10 E. Training materials Ae Standard Implementation Services training ilrJfftified in Part IV #2. F. Implementation Planning Report from the Project Planning service identified in Part IV #2. G. Technical documentation including but not limited to an Entity Relationship Diagram (ERD) or physical data model and Program Specifications for the Application Software and Software Customizations identified in Part III - Cost and Payment schedule — License Fees and Part IV #4 respectively. H. Other analysis reports, specifications and documentation as required through the use of the Supplemental Consultant Services as identified in Part IV #2. Conversion Tools: LICENSOR shall provide to LICENSEE appropriate conversion tools and documentation that are required to convert data into the database used by the Application Software. Help Desk Support: LICENSOR shall provide LICENSEE Help Desk Support during implementation period to assist with problems and configuration of the Application Software and Database. 6. ACCEPTANCE Customization Acceptance: Is the event in which LICENSEE accepts and approves as being complete the Software Customizations provided by LICENSOR identified in Part IV #4. LICENSEE will provide LICENSOR a Requirements Specification for each Software Customization. After delivery of each Software Customization, LICENSEE will test the Software Customization against the Requirements Specification for each Software Customization. Upon successful completion of testing for each Software Customization, LICENSEE shall sign a Customization Acceptance Form for each indicating acceptance of the Software Customization. Final Acceptance: Is the event in which LICENSEE accepts and approves as being complete LICENSOR's payroll and human resources solution, consisting collectively of the products and services as identified in Part ID — Cost and Payment Schedule— Licensee fees. LICENSEE shall sign a Final Acceptance Form indicating Final Acceptance when all of the following conditions are met 1. LICENSOR delivers to LICENSEE deliverables identified in Part IV #6 Deliverables with quality that can be reasonably expected from a typical provider of LICENSOR's type of solutions. 2. Two (2) LICENSEE paycheck cycles have been run accurately in a production "Live" environment in which the paychecks produced from LICENSOR's solution are distributed to LICENSEE's employees as compensation. 3. LICENSOR's payroll and human resources solution behaves in a manner consistent with that represented by LICENSOR's representatives and documented in LICENSOR's documentation. Optional Module Acceptance: In the event LICENSEE exercises the option to purchase Optional Application Software identified in Part IV #5, LICENSEE will sign an Optional Module Acceptance Form for each Optional Application Software module indicating acceptance for each when LICENSEE has tested and begins to use each Optional Application Software Module in a production "Live" environment. 2 5 E — 14 AGREEMENT #980603 Page 10 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: *neoCGuye Council APPROVED AS TO FORM: or Joseph W. Fletcher City Attorney APPROVED AS TO CONTENT: David N. Ream City Manager FOR APPROVAL: R R. Col ma xecutive Director Finance & Ma agement Services Agency As per LICENSEE: CITY OF SANTA ANA a municipal corporation of the St ' 6rnia uel A. Puli o Mayor A LICENSOR: fg Line r oration Kahl Niemuller President 2 5 E —15 AGREEMENT #980603 Page 5 of 10 City of Santa Ana 20 Civic Center Plaza M12 Santa Ana, CA 92701 Attention: Bruce Furchter July 20, 2006 RE: Software Escrow Agreement No. 3771 Licensor: High Line Corporation Dated: December 10, 1993 SCHEDULE D CHANGE OF ADDRESS NOTIFICATION Pursuant to Section 13 Notices under the above cited software escrow agreement we provide as required this written notification of changes to our mailing and payment remit to address. ESCROW AGENT: LINCOLN-PARRY ASSOCIATES, INC Mailing and Delivery: Payment remit to: Lincoln -Parry Associates, Inc. Lincoln -Parry Associates, Inc. The Windmill Center Accounts Department 114-105 Schneider Road P.O.Box 122 Ottawa (Kanata), Ontario K2K 1Y3 Owen Sound, Ontario N4K 5121 Contact Numbers and Web Address: Toll North America: 1.888.771.2042 Outside North America Tel +1 (613)842.8912 Fax +1 (613)839.1362 Email: desk0softescrow.com www.softescrow.com 3771 We look forward to continuing to serve. Thank you, Lincoln -Parry Client Services Department North America 1.888.771,2042 sorte;ero,„com d-,k(@sonescmw.com 400-9800 Mt. PyraMd Court, Suite 400 Englewood, CO 60112 114-105 Schneider Road. Ottawa (Kanae) ON K2K 1Y3 Tel, +1613542,8912 Fax. +1 6138391362 25E-16 • ANNUAL SERVICE AGREEMENT • ,-y - y,r' % 1 "q PER PROGRAM LICENSE & SERVICE AGREEMENT # 980603 between HIGH LINE CORPORATION i�Ll�/ 8920 Woodbine Avenue Suite 402 Markham, Ontario, Canada h 1]—� �� i 31H0 L3R 9W9 M13 033308d AN HOM (hereinafter referred to as HIGH LINE) 03AWMI018106H ON 33NVHSN1 and CITY OF SANTA ANA 20 Civic Centcr Plaza Santa Ana, CA 92702 USA (hereinafter referred to as THE CUSTOMER) EFFECTIVE DATE FOR APPLICATION SOFTWARE MODULES: The next business day after the date of Final Acceptance as defined in the Program License & Service Agreement 4 980603 EFFECTIVE DATE FOR THIRD PARTY SOFTWARE: June 25, 1998 EXPIRATION DATE: I year following each of the respective Effective Dates 1. This document constitutes a formal contract between HIGH LINE and THE CUSTOMER for Annual Service on programs listed on Schedule I to !bus Agreement, hereinafter called THE SYSTEM, developed and implemented by HIGH LINE. 2. This Agreement commences on the effective dates stated above and will remain in full force and effect until the expiration date stated above. Upon expiration each year, it shall be automatically renewed for twelve (12) months, unless terminated by either party by written notice given not less than thirty (30) days prior to the expiration of the initial tern hereof or an), renewal thereof. 3. The Annual Service rates and payment terms applicable at the automatic renewal date, pursuant to Paragraph 2, for the Application Software Modules will either be the same or at a rate increase not to exceed the current year's United States Consumer Price Index (CPI) percentage over THE CUSTOMER's current rate. A schedule of rates and payment terms will be forwarded by mail not less than forty-five (45) days prior to the expiration of the then current agreement. 4. THIS SERVICE AGREEMENT COVERS: The fixing of any errors or inconsiscncies in the programs in THE SYSTEM, or failures of the programs in THE SYSTEM to perform in accordance with the manuals, online documentation, or published Program Specifications provided by HIGH LINE which are notified in writing, including electronic mail medium. to HIGH LINE by THE CUSTOMER during the tern of this agreement. The fixing of errors or inconsistencies in the Programs, reports, interfaces that have been custom Developed by HIGH LINE for THE CUSTOMER and not functioning in accordance with requirements specifications, whether or not they form a part of the standard package. Changes and updates to existing programs in THE SYSTEM and related documentation as they become generally available. Such changes shall also be provided into the Escrow account. 25E-17 ANNUAL SERVICE AGREEl*T PAGE 2 • To provide program and report updates to THE CUSTOMER in a timely manner to allow the ability to record and maintain the information necessary for the production of reports required for Federal, State and Local Income Taxcs, State Disability Insurance, Unemployment Insurance, 401K, California PERS, 457, Social Security Alternative (Section 3121), and any other mandated Federal and California State Reports. Response to problems within four hours of notification by the CUSTOMER to the SUPPORT LINE. Help Desk — HIGH LINE provides direct toll -free telephone access for problem resolution, defect reporting, documentation clarification and technical guidance Monday to Friday 8:OOam to 6:OOpm (eastern time). On Canadian statutory holidays, a reduced staff provides full support from 9:OOam to S:OOpm (eastern time). During peak calling seasons (January & February), support is provided from 8:OOant to 8:OOpm (pas(ern lime). Telephone support is further enhanced by electronic services that offer around the clock reporting. Using fax, voicemail and electronic mail, customers may report issues any time of the day or night. Telephone: (800)268-3340 or (905) 940-8777 Telef<tx: (905) 940-8770 E-Mail: sp,portnlriglilin. rp,com Support and maintenance directly from Oracle Corporation for the third party Oracle products identified in Schedule 1. 1-II0H LINE will or will ensure that Oracle Corporation provides CUSTOMER Nrilh an Oracle customer support identification number granting access to Oracle customer support. CUSTOMER agrees to the standard terms and conditions of any Oracle support and maintenance agreement required by Oracle Corporation and realizes that these may be different than those of this agreement. Support from HIGH LINE on the Oracle Workgroup Server within the context of it being used as a component of THE SYSTEM. Support from HIGH LINE or JCS on the third party JCS Job Scheduler product identified in Schedule 1. 25E-18 ANNUAL SERVICE AGREE*T • PAGE 3 5. THIS SERVICE AGREEMENT DOES NOT COVER: New developments or modifications to THE SYSTEM requested by THE CUSTOMER. • Training or retraining of new or existing personnel in the operations or understanding of THE SYSTEM. Any problems, errors, omissions, deficiencies or inconsistencies caused by modifications, additions or tampering with the System by other than HIGH LINE personnel. • Any problems caused by THE CUSTOMER as a result of file or table manipulation. It is THE CUSTOMER's responsibility to full), test all file or table changes prior to using them in production. • Provision of, or support for, the Vertex PAYROLLTW"` System. It is the CUSTOMER's responsibility to arrange for its use and service through Vertex Systems Inc. This contract contains the entire agreement between HIGH LINE and THE CUSTOMER with respect to the subject matter thereof as of its dale and supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to its subject matter. This contract shall be governed by the laws of the Stale of California, USA. 25E-19 ANNUAL SERVICE AGREEI&T PAGE �7 IN WITNESS WHEREOF the parties have executed this Agreement as of the effective date stated herein. ATTEST: ice C. Guy erlc of the Council APPROVED AS TO FORM: AC Joseph W. Fletcher City Attorney APPROVED AS TO C NTENT: David N. Ream City Manager RECOMMENDED FOR APPROVAL: 04 R:'lfolopAa„F,xecutive Director Finance & ➢ anagement Seri ices Agency As per LICENSEE: CITY OF SANTA ANA corporation of the Miguel Manor s I er LICF�NSOR: ig Line toration Karl Niemuller President 25E-20 0 SCHEDULEI 0 CITY OF SANTA ANA PRODUCTS COVERED BY ANNUAL SERVICE AGREEMENT APPLICATION SOFTWARE MODULES RECORD KEEPING PAYROLL BENEFIT ADMINISTRATION ATTENDANCE SALARY ADMINISTRATION POSITION CONTROL FINANCIAL COST CONTROL LABOR RELATIONS TOTAL APPLICATION MODULES — PERSONALITY2OOO THIRD PARTY SOFTWARE Support: Oracle Workgroup Dalabase Server (30 users) 5 full use (e�. $120 each And 25 Run -Time Ct $75 each SQL*Plus (3 users) Q $200 each Reports 2.5 (r/t) Oracle Developer 2000 (2 users) @ $1,200 each JCS Job Scheduler TOTAL DATABASE & TOOLS SOFTWARE MAINTENANCE TOTAL 1ST YEAR MAINTENANCE ON ALL MODULES ANNUAL SERVICE RATE $ 2,851.00 $ 4,688.00 $ 1,843.00 $ 1,843.00 $ 914.00 $ 914.00 $914.00 914.00 $ 14,881.00 $ 2,475.00 $ 600.00 $ 500.00 $ 2,400.00 $ 1,080.00 $ 7,055.00 $ 21,936.00 Third Party sofhvnre support fees are subject to change. HIGH LINE will provide THE CUSTOMER not less than sixly (60) days notice of any increase in third party sofhvnre support fees, provided HIGH LINE is notified of the same. OPTIONAL APPLICATION SOFTWARE MAINTENANCE PERSONALITY2000 MODULES: SAFETY & OCCUPATIONAL HEALTH $ 914.00 CAREER PLANNING $ 914.00 RECRUITMENT $ 914.00 WORK SCHEDULING $ 3,308.00 TIME ENTRY $2,069.00 TOTAL 18T YEAR MAINTENANCE ON OPTIONAL MODULES $ 8,119.00 25E-21 G Gallagher Lambert Group CERTIFICATE OF INSURANCE This is to certify to: City of Santa Ana 20 Civic Centre Plaza PO Box 1988 Santa Ana, CA 92702 that Policies of Insurance as herein described have been issued to the Insured named below and are in force at this date. Named Insured: High Line Corporation & High Line Inc. Address: 145 Renfrew Drive, Suite 210 Markham, ON L3R 9R6 Operations to which this certificate applies : To provide Products and Services (Implementation Training and Consulting Services on our product) Type of Policy Policy No. Effective/Expiry Limits of Liability 1. Commercial General CPCO034791 Sept. 12, 2008 CDN$2,000,000 Each Event Limit Liability Sept. 12, 2009 CDN$2,000,000 General Total Limit CDN$1,000,000 Products & Completed Work - Total Limit CDN$1,000,000 Personal Injury & Advertising Injury - Total Limit CDN$1,000,000 Non Owned Automobile Liability Cross liability / Severability of interest clause 2. Technology Errors CPC00 44791 Sept. 12, 2008 CDN$1,000,000 Each Wrongful Act & Omissions Liability Sept. 12, 2009 CDN$1,000,000 Total Limit 3. US Rremises Liability 838BMPR6633 Sept. 12, 2008 US$2,000,000 General Aggregate Sept. 12, 2009 US$1,000,000 Personal & Advertising Injury US$ 300,000 Tenants Legal Liability US$ 10,000 Medical Expenses 4. CALIFORNIA 83- Sept. 17, 2008 Workers Compensation - Statutory Workers Compensation WECNC2220 Sept. 17, 2009 Employer's Liability & Employer Liability US$1,000.000 each accident - bodily injury US$1,000,000 bodily injury by disease — each Employee US $1,000,000 bodily injury by disease —policy mit Insurers: 1. St. Paul Fire & Marine Insurance Company 2. St. Paul Fire & Marine Insurance Company 3. The Hartford Insurance Company 4. The Harford Insurance Company Note: It is hereby understood and agreed that the CITY OF SANTA ANA is added as additional insured. as their interest may appear, to the above noted Commercial General Liability policy but only with respect to the liability arising out of the operations of the Named Insured in connection with the operations of the Named Insured. Pac- 2 Gallagher Lambert Group (A member of Arthur J. Gallagher & Co.),, t+p12U V EU AS TO FORM 185 The West Mall, Suite 1710, Toronto, ON M9C 5L5 Phone: (416) 620-8030 Fax: (416) 620-1853 25E-22 ,.,aura Stitt Shcedy y��sianl 1- av Attorocy Insurance afforded is subject to the terms, conditions and exclusions of the applicable policies. This Certificate is issued as a matter of information only, and confers no rights on the holder and imposes no liability on the Insurer. The Insurer will endeavour to mail to the holder of this Certificate 30 days written notice of any material change in or cancellation of these policies. Date: Ma-:!, s , a0o9 Oallagner Laml)sriL Croup Angie Fro=pio CAIB CIE Auchori_:ed Representative Gallagher Lambert Group (A member of Arthur J. Gallagher & Co.) 185 The West Mall, Suite 1710, Toronto, ON M9C 5L5 Phone: (416) 620-8030 Fax: (416) 620-1853 h 1 pan- 25E-23