HomeMy WebLinkAboutHIGH LINE CORPORATION 1 -1998
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THIS AGREEMEN.de this 22"' day o;Ju~e: 199; ,
PROGRAM LICENSE & SERVICE AGREEMENT # 980603
BETWEEN:
HIGH LINE CORPORATION
8920 Woodbine Avenue, Suite 402
Markham, Ontario, Canada
L3R 9W9
(hereinafter referred to as LICENSOR)
INSURANCE NOT REQllREDIWAIVED
WORK MAY PRCCEU
CLERK OF COUNCIL
DATE: fj.>! 11
C: fY1.5
Ff/V
and
CITY OF SANTA ANA
20 Civic Center Plaza
Santa Ana, CA
92702 USA
(hereinafter referred to as LICENSEE)
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 Programlt 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 docs not include any Licensed Program material in any identifiable form.
e) "LICENSE" means the license herein granted to LICENSEE to Use Licensed Programs.
AGREEMENT #980603 Page 1 of 10
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2. TERM
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-Iicensed 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 I. 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
AGREEMENT #980603 Page 2 of ] 0
use, copying, modification, an.rotection and security of Licensed program.ICENSEE 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
I: 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 LICENSOR'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,
AGREEMENT #980603 Page 3 of 10
shall not exceed the charges pai. LICENSEE for the particular Licensed Pro. 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.
AGREEMENT #980603 Page 4 of 10
SCHEDULE TO "GRAM LICENSE & SERVICE A~EMENT # 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:
FOUNDA TION/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.
Benefit Administration
Attendance
Position Control
Salary Administration
Financial Cost Control
Labor Relations
Total
Personalitv2000 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)
Due Upon Completion of Benefits Training
Due Upon Completion of Attendance Training
Due Upon Completion of Financial Cost Control Training
Due Upon Completion of Financial Cost Control Training
Due Upon Completion of Financial Cost Control Training
Due Upon Completion of Payroll Advanced Training
$ 12.000.00
$ 6,000.00
$ 6,000.00
$ 6,000.00
$ 3,000.00
$ 6.000.00
$ 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
I. WARRANTY - The LICENSOR agrees to provide a warranty period with respect to the warranty provided
in paragraph] 0 of the Program License & Service Agreement, that commences on the date of delivery of the
AGREEMENT #980603 Page 6 of 10
first installation tape and_nds through 30 days after Final Acceptance.llowing 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
Software Installation
Technical Training
FoundationlRecord Keeping
Payroll
Benefit Administration
Attendance
Payroll Advanced
Financial Cost Control
Trouble-Shooting
Total
$ 1,000 per day @ 5 days
$ 1,000 per day @ I days
$ 800 per day @ 5 days
$ 800 per day @ 5 days
$ 800 per day @ 5 days
$ 800 per day @ 5 days
$ 800 per day @ 5 days
$ 800 per day @ 5 days
$ 800 per day @ 3 days
$ 800 per day @ 15 days
$ 5,000.00
$ 1,000.00
$ 4,000.00
$ 4,000.00
$ 4,000.00
$ 4,000.00
$ 4,000.00
$ 4,000.00
$ 2,400.00
$ 12,000.00
$ 44,400.00
Plus: Reasonable travel and out-of pocket expenses subject to LICENSEE approval
SUPDlemental 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:
Sf. Consultant Level A
Sr. Consultant Level B
Consultant Level C
Consultant Level D
$1.000 per Day
$ 900 per Day
$ 800 per Day
$ 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 arc Due Upon Completion
of Required Services.
3. DATABASE & TOOLS SOFTWARE Third Partv Software - Optional
CLIENT/SERVER
JCS Job Scheduling Software: 5-User License
Developer 2000/Reports 2.5: I-User License
ORACLE Database Run-Time License
Oracle Workgroup Server
30 Concurrent Users @ $ 236 per concurrent user
ORACLE SQL*Plus - 3 copies @ $396 per copy
Total
ORACLE Developer 2000 - 2 Users @ $ 4,796 per user
$ 6,000.00
$ 3,500.00
$ 7,080.00
$ 1,188.00
$ 9,592.00
$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
AGREEMENT #980603 Page 7 of 10
Custom Salary projectiAhancement
Custom Interfaces & Reports - @ $600/day development rate
Custom - Other programming not yet identified
5. OPTIONAL APPLICA TION SOFTWARE MODULES
NiCe
TBD
TBD
LICENSEE shall have the option to purchase all or part of the following products and scrvices 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
Career Planning
Safety & Health
Work Scheduling
Time Entry
$ 6,000.00
$ 6,000.00
$ 6,000.00
$ 20,000.00
$ 12,000.00
Due Upon Completion of Recruitment Training
Due Upon Completion of Career Planning Training
Due Upon Completion of Career Planning Training
Due Upon Completion of Work Scheduling Training
Due Upon Completion of Time Entry Training
OPTIONAL IMPLEMENTATION CONSULTING & TRAINING SERVICES
Recruitment Training 3 days @ $800 per day
Career Planning Training 3 days @ $800 per day
Safety & Health Training 3 days @ $800 per day
Labor Relations Training 3 days @ $800 per day
Work Scheduling Training 5 days @ $800 per day
Time Entry Training 5 days @ $800 per day
Trouble-Shooting 10 days @ $800 per day
Plus Travel & Out of Pocket expenses
Ootional Supolemental Consultin2 Services:
$ 2,400.00
$ 2,400.00
$ 2,400.00
$ 2,400.00
$ 4,000.00
$ 4,000.00
$ 8,000.00
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
Sf. Consultant Level B
Consultant Level C
Consultant Level D
$1,000 per Day
$ 900 per Day
$ 800 per Day
$ 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.
Ootional Software Customization:
Custom Interfaces & Reports - @ $600/day development rate
Custom - Other programming - @ $800/day development rate
6. 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.
AGREEMENT #980603 Page 8 of 10
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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.
Sf. 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.
Sf. 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 0 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 Relro 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 addcndums for the Software Customizations identified in Part IV #4.
AGREEMENT #980603 Page 9 of 10
E. Training materials f.e Standard Implementation Services training .tified 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 II1 - 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.
AGREEMENT #980603 Page 100f 10
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST:
As per LICENSEE:
CITY OF SANTA ANA
a municipal corporation of the
Sta rnia
APPROVED AS TO FORM:
i;;/.h~ f. ~L
.:k>r Joseph W. Fletcher
City Attorney
APPROVED AS TO CONTENT:
~
(~~~
IDavid N. Ream
City Manager
RECOMMENDED FOR APPROVAL:
AGREEMENT #980603 Page 5 of ] 0
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SoftES(row
July 20,2006
City of Santa Ana
20 Civic Center Plaza M12
Santa Ana, CA 92701
Attention: Bruce Furchter
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:
Lincoln-Parry Associates, Inc.
The Windmill Center
114-105 Schneider Road
Ottawa (Kanata), Ontario K2K 1Y3
Payment remit to:
Lincoln-Parry Associates, Inc.
Accounts Department
P.O.Box 122
Owen Sound, Ontario N4K 5P1
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: desk@softescrow.com www.softescrow.com
We look forward to continuing to serve.
Thank you,
Lincoln-Parry Client Services Department
North America 1.888.771.2042
"'WIN s0ftescrow.com
desk[aJsoftescrow.com
400-9800 Mt. Pyramid Court Suite 400 Englewood. CO 80112
114-105 Schneider Road. Olla'Ala (Kanala) ON K2K 1Y3
Tel: +1.613842.8912 Fax: +1.613.839.1362
3771