HomeMy WebLinkAbout25D - AGMTS - PAYROLL - HR SYSTEM MAINTENANCEREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
FEBRUARY 19, 2013
TITLE:
AMEND AND RENEW
AGREEMENTS WITH HIGH
LINE CORPORATION FOR
PAYROLL / HR SYSTEM
MAINTENANCE, SERVICE,
AND SOFTWARE
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
? As Recommended
? As Amended
? Ordinance on 1s` Reading
? Ordinance on 2nd Reading
? Implementing Resolution
? Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Amend and renew agreements with High Line Corporation for maintenance, service, and software
for the City's Payroll and Human Resources system in an estimated annual amount of $80,000 not
to exceed $240,000 over a three-year period.
DISCUSSION
On July 6, 1998, the City Council approved a program license and service, as well as a
maintenance agreement, with High Line Corporation to purchase and implement the payroll and
human resources software known as "Personality". At the time, the City's existing payroll system
needed an upgrade to meet Y2K compliance. The selection of High Line Corporation was made
after a competitive procurement process was conducted.
Since December 1999 the City utilized the High Line Corporation payroll system to process payroll
and manage personnel information. Additional functions included are time and attendance tracking,
benefits administration, salary and positions management, training and development, and labor
relations administration. In 2011 the payroll system was upgraded to "ePersonality" which employs
a modern browser-based Java application technology. The payroll system is currently used by all
City departments to produce payroll for over 1,600 full-time and part-time employees.
The program license and service agreement, A-1998-099, most recently amended by A-2000-12313-
01, allows the City to purchase software licenses and services, and the annual service agreement,
A-1998-099A, provides for software maintenance and support. Staff recommends the funding and
renewal of these agreements to allow for uninterrupted operation of payroll and to provide services
and licenses to optimize the City's payroll and human resources processes. Additionally, staff
recommends amendment to the program license and service agreement to provide High Line
maintenance of the payroll tax engine software used and required by the system.
25D-1
Agreements Renewal with High Line Corporation
February 19, 2013
Page 2
FISCAL IMPACT
Funds are budgeted and available in the Finance Management Payroll Systems account (no.
10910142-62300).
APPROVED AS TO FUNDS AND ACCOUNT:
Francisco Gutie r
Executive Director 0
Finance and Management Services Agency
2501-2
14.0 - o
THIS AGREEMENT made 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)
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.
25D-3 AGREEMENT #980603 Page l of 10
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 If 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 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 or to
25D-4
use, copying, modification, and protection and security of Licensed Programs. LICENSEE 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 LICENSER'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 LICENSER'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,
25D-5 AGREEMENT #980603 Page 3 of 10
shall not exceed the charges paid by LICENSEE for the particular Licensed Program 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. SEVERABILM
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 #990603 Page 4 of 10
25D-6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST:
Ani Guy
he Council
APPROVED AS TO FORM:
.>rcir Joseph W. Fletcher
City Attorney
APPROVED AS TO CONTENT:
avid N. Ream
City Manager
As per LICENSEE:
CITY OF SANTA ANA
a municipal corporation of the
j fornia
uel A. Pul do
yor
s p r LICENSOR:
ig Line 770ration
1
Karl Niemuller
President
RECOMMENDED FOR APPROVAL:
Rod Colo a, xe tive Director
Finance & Managerient Services Agency
25D-7 AGREEMENT #980603 Page 5 or to
SCHEDULE TO PROGRAM LICENSE & SERVICE AGREEMENT # 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:
FOUNDATIONIRECORD 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
AGREEMENT X1980603 Page 6 of 10
25D-8
first installation tape and extends through 30 days after Final Acceptance. Following 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
Foundation/Record Keeping
Payroll
Benefit Administration
Attendance
Payroll Advanced
Financial Cost Control
Trouble-Shooting
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.
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
25D-9
$ 1,000 per day @ 5 days $ 5,000.00
$ 1,000 per day @ 1 days $ 1,000.00
$ 800 per day @ 5 days $ 4,000.00
$ 800 per day @ 5 days $ 4,000.00
$ 800 per day @ 5 days $ 4,000.00
$ 800 per day @ 5 days $ 4,000.00
$ 800 per day @ 5 days $ 4,000.00
$ 800 per day @ 5 days $ 4,000.00
$ 800 per day @ 3 days $ 2,400.00
$ 800 per day @ 15 days $ 12,000.00
Maximum $ 8,000.00
N/C
Maximum $ 16,000.00
Maximum $ 16,000.00
TBD
AGREEMENT 9980603 Page 7 or 10
Custom Salary Projection Enhancement 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 - @ $6001day 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.
25D-10
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.
0. 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.
25D-1 1 AGREEMENT #980603 Page 9 of 10
t
E. Training materials for the Standard Implementation Services training identified 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 III - 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 1V #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 10 or 10
25D-12
INSURANCE ON FILE Dated this IT. Day of May, 2010
WORK MAY PROCEED A-2000-1238-01
UNTIL INSURANCE EXPIRES FIFTH AMENDMENT TO PROGRAM LICENSE
Q _ U Z- L O AND SERVICE AGREEMENT #980603
CLERK OF COUNCIL
nATE: (o - 4 - L O
between: HIGH LINE CORPORATION
145 Renfrew Drive, Suite 210
Markham, Ontario
L3R 9116 Canada
(hereinafter referred to as HIGH LINE)
and: CITY OF SANTA ANA
20 Civic Center Plaza
Santa Ana, CA
92702 USA
(hereinafter referred to as CUSTOMER)
Parties entered into certain agreement entitled "Program License & Service Agreement
#980603" 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 amendments dated April 3, 2000, May 3, 2001, January 19, 2006, and
January 12, 2009, hereinafter referred to as "Program and Service Amendment #1, #2, #3 and
#4" respectively.
The parties now desire to again amend said Agreement in order to upgrade the Program
License and Service Agreement to ePersonality.
This document when duly signed by both parties will constitute an Agreement Amendment to the original
agreement and amendments stated above. When in conflict with the original agreements, the terms and
conditions of this Agreement Amendment shall prevail.
TERMS AND CONDITIONS
HIGH LINE agrees to provide CUSTOMER, a non-exclusive and non-transferable perpetual license for
the use of PERSONALITY Application 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. The Software and Services covered by this Agreement
include:
Part I - High Line Application Software Modules
CUSTOMER agrees to pay HIGH LINE a one-time license upgrade fee of $20,000 to upgrade the High
Line application software modules licensed under Program License and Service Agreement #980603
listed below from Personality 2000 to ePersonality. Said modules are covered under Annual Service
Agreement 4980603:
Module Maintenance Fee (1)
Foundation $5,855
25D-13
Payroll $9,265
Benefits Administration $2,755
Attendance $2,755
Salary Administration $2,340
Labor Relations $1,170
Total $23,140
The Forecasting & Costing (formerly Financial Cost Control) module is indicated to be a licensed
module per the original agreement; however, at the time of this Agreement preparation, the module cost
has not been paid, is not in production and is not covered under an Annual Service Agreement. This
module will not be included in eP upgrade fee and services. Upon implementation of this module,
CUSTOMER shall pay the cost of the license per the terms in this amendment. No further eP upgrade
fees will be required at that time.
(1) Maintenance Fee. Personality 2000 Maintenance Fee rates apply in the year of upgrade; upon renewal
of Annual Service term April I post go live, ePersonality rates from the schedule above will be in effect.
Thereafter, increases in annual maintenance fees shall be bound by the terms of the Annual Service
Agreement, paragraph 3.
The Position Control module is a licensed module per the original agreement, has been paid for,
implemented, and is covered under the Annual Service Agreement. However, this functionality has been
merged into the Foundation module in ePersonality. As such, the annual maintenance fee for Position
Control is included in the maintenance fee for Foundation.
Per terms of the Program License and Service Agreement, HIGH LINE shall include software
customizations made for CUSTOMER in future releases of License Programs including ePersonality.
This includes but is not limited to Salary Matrix, Mass Salary Update, and Billable Time.
HIGH LINE agrees to provide Licensed Software Support and Maintenance services to CUSTOMER for
the application modules covered per the terms of the Annual Service Agreement.
Payment terms:
License Upgrade Fee - Payable after January 1, 2011, N30 upon receipt of invoice.
Part II - Hip-h Line's Windward Report Writer
Item Fee
Limited Volume Server Engine - 250 Reports/day: Production and
Test Server & One Autotag $3,990
HL Integration $2,500
Discount on License ($1,490)
Annual Maintenance $1,275
Total $6,275
Payment terms:
License - 100% Due upon I' software Installation, N30 upon receipt of invoice.
25D-14
Maintenance fees - Due upon l" software installation and billed at the prevailing rate. Annual Fee shall
be pro-rated from install to coincide with the terms of the current Support agreement Apr I - Mar 31,
N30 upon receipt of invoice.
Part III - Third Party Applications
Oracle Application Specific Licensing
Item License Cost Maintenance
Production Environment:
Oracle Database Server - Standard Edition
ONE, 2 Processor License. ($3,500/User $7,000 $2,550
License, $1,275/User Maintenance)
Oracle Internet Application Server -
Standard Edition ONE, 2 Processor License.
000
$7
$2
550
($3,500/User License, $1,275/User , ,
Maintenance)
Oracle Business Intelligence - Std Ed., 10
Named users ($300fUser License, $115/User $3,000 $1,150
Maintenance)
Test Environment:
Oracle Database Server - Standard Edition
ONE, 10 Named Users. ($110/User License, $1,100 $700
$70/User Maintenance)
Oracle Internet Application Server -
Standard Edition ONE, 10 Named Users. $1,100 $700
($110/User License, $70/User Maintenance)
Total $19,200 $7,650
HIGH LINE agrees to provide Licensed Software Support and Maintenance services to CUSTOMER to
coincide with the terms of the current Annual Service Agreement. For the right to use Third Party
Application Software programs, CUSTOMER agrees to execute the applicable Oracle Sub-License
Agreement attached to this amendment.
Payment terms:
License - 100% Due upon I" software Installation, N30 upon receipt of a valid invoice.
Maintenance fees - Due upon I" software installation and billed at the prevailing rate. Annual Fee shall
be pro-rated from install to coincide with the terms of the current Support agreement Apr 1 - Mar 31,
N30 upon receipt of invoice.
Part IV - ePersonality Upgrade Implementation Service Fees
The scope of the implementation shall be to implement the current functionality used in Personality 2000
utilizing the features and new approaches provided in ePersonality. High Line and the CUSTOMER will
jointly agree on the approach necessary to address any gaps identified. CUSTOMER is responsible for
custom reports and interfaces that were not developed by HIGH LINE. HIGH LINE will provide support
25D-15
in migrating the existing custom UPSTUBC/D Check and Deposit Oracle reports to run in ePersonality
using Oracle Business Intelligence (Oracle Reports Server).
CUSTOMER shall pay HIGH LINE the discounted fees below for implementation services necessary to
upgrade Personality 2000 to ePersonality.
Tasks Typical Days Fee
eP Kick-off -Project review '/z Day n/c
Software Installation and Basic Technical 3 Days $3,000
Assistance - remote
Functional Review/Gap Analysis, prelim.
5 Days
$6
000
Training (onsite) ,
eP Training, Implementation, and Support 5 Days $5,000
te)
0
tal
ftT
0 $1 4,000
The implementation approach is a Train-the-Trainer (team members) methodology. The Typical Days in
the fee schedule are estimates based on our experience in similar environments.
The onsite Functional Review / Gap Analysis week will be billed at the remote consulting rate (in the
schedule above) instead of the onsite rate. HIGH LINE does not anticipate the need for additional time
above the Typical Days estimate. CUSTOMER must approve any additional time should there be a need
and such time will be billed at remote consulting rates.
Payment Terms:
Professional Services are billed bi-weekly on a time-spent basis: payment due N30 days.
All onsite travel and reasonable out of pocket expenses necessarily and actually incurred by HIGH LINE
will be passed through as incurred.
Part V - Optional Application Software Modules
CUSTOMER shall have the option to license one or more of the following application software modules
from HIGH LINE at the costs in the table below for a period of 60 months from the date of execution of
this amendment by way of Billing Authorization pursuant to the Program License and Service
Agreement. Maintenance fees shown in the table below are current eP rates at time of Agreement
preparation and are subject to change upon licensing and added to the Annual Service Agreement.
Item License Maintenance Fee
Forecasting & Costing $16,500 $3,790
Safety & Health $5,500 $1,070
Training & Development $5,500 $1,070
Time Scheduling $27,500 $6,315
Workflow $11,000 $2,145
Employee and Manager Self Service $11,000 $2,145
Time Management Self Services $11,000 $2,145
Benefits Self Service $11,000 $2,145
Upon license, modules become subject to the terms of the Program License and Service Agreement and
Annual Service Agreement.
25D-16
Implementation services will be billed on a time-spent basis at the last rates amended to the Program
License and Service Agreement.
Payment terms:
License - 100% Due upon I" software Installation, N30 upon receipt of a valid invoice.
Maintenance fees - Due upon I" software installation. Annual Fee shall be pro-rated from install to
coincide with the terms of the current Support agreement Apr 1 - Mar 31, N30 upon receipt of invoice.
In Witness whereof the parties have executed this Agreement as of the effective date stated herein.
HIGH E CORP RATION CITY OF SANTA ANA
1 4,
PER: PER:
'.
NAME: arl Niemuller NAME:
DAVID N. REAM
TITLE: President TITLE: City Manager
DATE: A126130.2010 DATE: MAY 17 2410
ATTEST:
Maria D. Huizar, Cleric of h Council
APPROVED AS TO FORM:
Joseph W. Fletcher, City Attorney
By: -
La a Sheedy, ssistan ity Attorney
25D-17
RE: Fifth Amendment to Program License and Service Agreement #980603 Page I of 3
ORACLE CORPORATION SUB-LICENSE AGREEMENT
As per Fifth Amendment to Program License and Service Agreement #980603
between: HIGH LINE CORPORATION
145 Renfrew Drive, Suite 210
Markham, Ontario Canada
L3R 9R6
( "Sub-iicensor" )
and: CITY OF SANTA ANA
20 Civic Center Plaza
Santa Ana, CA
92702 USA
("Sub-licensee")
This Sub-Licensee Agreement when fully executed forms an integral part of the "Fifth Amendment to Program
License and Service Agreement #980603" between Sub-licensor and Sub-licensee.
Sub-licensor has entered into a Value Added Relicensor Agreement to allow Sub-licensor the right to market and
grant sublicenses, at discounted rates, to Sub-licensee. In accordance with the terms and conditions of the Value
Added Relicensor Agreement entered into by Sub-licensor, Sub-licensee must agree to the terms and conditions
of this Sub-license Agreement for the right to use the Application Programs noted in Exhibit A, Oracle
Corporation Application Programs, of this Agreement.
Terms and Conditions
Sub-licensee agrees to the following terms and conditions-
(i) use of the Application Programs are restricted to object code form only on a single Designated System, as
described in Exhibit A, by a maximum number of Users for Sub-licensee's own internal data processing;
(ii) transfer or duplication of the Programs is prohibited except for temporary transfer in the event of
computer malfunctions and a single backup or archival copy;
(iii) assignment, giving, transferring, timesharing, subscription service, hosting, outsourcing or rental of the
Programs is prohibited;
(iv) use of the Programs for any purpose outside the scope of the Fifth Amendment to Program License
and Service Agreement #980603 between the Sub-licensor and Sub-licensee is prohibited except as
otherwise specified;
(v) the reverse engineering, disassembly or decompilation of the Programs is prohibited except where Sub-
licensor has not provided Sub-licensee, within a reasonable time and after written request, such
information as is available to Sub-licensor and is necessary by Sub-licensee to create software programs
which are interoperable with the Programs but do not infringe the intellectual property rights;
(vi) title of the Programs shall not pass to Sub-licensee and Sub-Licensor (or Oracle Corporation) retains all
ownership and intellectual property rights to the programs;
(vii) Sub-licensee shall, at termination of this Sub-license, discontinue use and shall destroy or return to Sub-
licensor the Programs, documentation and all archival or other copies of the Programs;
25D-18
RE: Fifth Amendment to Program License and Service Agreement #980603Page 2 of 3
(viii) publication or disclosure to third parties of any results of benchmark tests run on the Programs is
prohibited;
(ix) Sub-licensee must comply fully with all relevant export laws and regulations of Canada and the United
States to assure that neither the Programs nor any direct product thereof are exported, directly or
indirectly, in violation of Canadian or United States laws;
1. (x) the Programs are not specifically developed or licensed for use in any nuclear, aviation, mass
transit, or medical application or in any other inherently dangerous applications. Any claims or damages
arising from use of the Programs for such applications by Sub-licensee are prohibited;
(xi) Sub-licensee, while covered under an Annual Support Agreement with Sub-licensor as per Fifth
Amendment to Program License and Service Agreement 4980603 between Sub-licensor and Sub-
licensee, shall direct any technical support issues directly to Sub-licensor.
Entire Agreement
This Sub-license Agreement, include Exhibit A attached hereto, constitute the entire understanding between the
parties as it relate to sublicenses and supercedes all prior oral or written agreements or understandings between
them. It may not be changed orally, but only by an Agreement in writing executed as provided herein.
The undersigned hereby acknowledges that they have read and that they fully understand the terms of the above
Sub-license Agreement, the terms and conditions of which are hereby incorporated and acknowledged by this
reference. The undersigned hereby agree that by signing this document they become parties to said Agreement
and agree to be bound by all terms, conditions and obligations contained therein.
HIGH N COI' P)qRATION
PER:
V-Z-
NAME: arl Niemuller
TITLE: President
DATE: April 30, 2010
CITY OF SANTA ANA
PER:
NAME:
DAVID N. REAM
TITLE: City Manager
DATE: MAY 17 201
ATTEST:
'-I? Rivv_ '4 . /-A
Maria D. Huizar, Clerk of the cil
APPROVED AS TO FORM:
Joseph W. Fletcher, City Attorney
1
'ZI ot , By: ? L
Laur Sheedy, ssistanCity Attorney
THIS AGREEMENT IS FOLLOWED BY EXHIBIT A.
25D-19
RE: Fifth Amendment to Program License and Service Agreement 4980603Page 3 of 3
EXHIBIT "A"
ORACLE CORPORATION APPLICATION PROGRAMS
In accordance with the Business Alliance Programme Agreement number 3285 dated June 7, 1997 and the
"Addendum" bearing an effective date June 1, 1999 in effect between the Sub-licensor and Oracle Corporation
Canada Inc. ( "Oracle" ), Sub-licensor hereby grants to the Sub-licensee a non-exclusive, non-transferable
sublicense of the Programs set forth:
ORACLE APPLICATION SPECIFIC PROGRAMS and LICENSE TYPE as applicable:
List below:
• Oracle Reports Developer Suite -1 User Seat
Added per Fifth Amendment to Program License and Service Agreement 4980603
• Oracle Database Server- Standard Edition ONE, 2 Processor License.
• Oracle Internet Application Server - Standard Edition ONE, 2 Processor License.
• Oracle Business Intelligence - Std Ed., 10 Named users
• Oracle Database Server- Standard Edition ONE, 10 Named Users.
• Oracle Internet Application Server- Standard Edition ONE, 10 Named Users.
If Sub- Licensee does not purchase Oracle Licenses from Sub-Licensor or owns a current license of the
above, Sub-Licensee agrees to provide Sub-Licensor with their CID/CSI account numbers for those
Oracle products not Sub-Licensed through Sub-Licensor.
Oracle Product Name & applicable CID/CSI
Oracle Product Name & applicable CID/CSI
Oracle Product Name & applicable CID/CSI
Oracle shall not be held liable for any damages, whether direct or indirect, incidental or consequential arising
from the use of the Programs. This Sub-license does not include warranties, express or implied, on behalf of
Oracle.
Sub-licensor is permitted to audit the end user's use of the programs as licensed herein and, require the end user
to provide reasonable assistance and access to information in the course of such audit and permit the Sub-
licensor to report the audit results to Oracle or to assign the Sub-licensor's right to audit the end user's use of
the programs to Oracle. Where the Sub-licensor assigns the right to audit to Oracle then Oracle shall not be
responsible for any of Sub-licensor's end user's costs incurred in cooperating with the audit.
25D-20
ANNUAL SERVICE AGREEIIIENT
PER PROGRAIM LICENSE & SERVICE AGREEMENT # 980603
between HIGH LINE CORPORATION
8920 Woodbine Awe11LIC
Suite 402
Markh:un, Ontario. Canada
L3R 9W9
(hercinafter referred to as RIGH LINE)
and CITY OF SANTA AIWA
24 Civic Center Play<t
Santa Ana, CA
92702 USA
(thereinafter referred to as Tl1E CUSTOMER)
EFFECTIVE DATE FOR APPLICATION SOFTWARE MODULES: The next business day after (lie
date of Final Acceptance as d6ned in the Program License & Service
Agreement # 98,0603
EFFECTIVE DATE FOR THIRD PARTY SOFTWARE: JUnC 25, 1998
EXPIRATION DATE: I year following each of [lie respective Effective Dates
1. This document constitutes a formal contract between HIGH LINE and THE CUSTOMER for Annual
Sen•ice on programs listed on Schedule I to this Agreement, hereinafter called THE SYSTEM, developed
and implemented by HIGH LINE.
2. This Agreement conunences on the effective ct:htcs stated above and will remain in full force and effect
until the expiration date slated above. Upon expiration cacti 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 term hereof or am renewal thereof,
3. The Annual Scrvicc rates and paynhcat 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 sclicdulc of rates and payment terms will be fonvarded by mail not less than forty-five (45)
days prior to the expiration of (lac then current ai recinent.
4. THIS SERVICE AGREEMENT COVERS:
The fixing of any errors or inconsistencies 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 term of this
agrccanew.
The fixing of errors or inconsistencies in the Programs, reports, interfaces that have been custom
Develoj.xd b), HIGH LINE for THE CUSTOMER and not functioning in accordance with
requirements specifications, whether or not Ihcy 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 sliall also be provided into the Escrow account.
25D-21
ANNUAL SERVICE AGREEMENT
PAGE 2
To provide progrmn 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 Tines, State Disability Insurance, Unemployment Insurance,
401K. California PERS. 457. Social Sccurily 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 8:00am to
6:00pm (eastern time). On Canadian statutory holidays, a reduced staff provides full support
from 9:00am to 5:00pm (eastern lime). During peak calling seasons (January & February),
support is provided from 8:00arn to 8:00pm (eastern time).
Telephone support is further enhanced by electronic services that offer around the clock
reporting. Using fix, voicernail and electronic mail, customers may report issues any time of the
day or night.
Telephone: (800)268-3340 or (905) 940-8777
Telcfax: (905) 940-8770
E-Mail: suJ)portrhighlinjcorp,cotfl
Support and maintenance directly from Oracle Corporation for the third party Oracle products
identified in Schedule I. HIGH LINE will or will ensure that Oracle Corporation provides
CUSTOMER with an Oracle customer sup; ort identification number granting access to Oracle
customer support. CUSTOMER agrees to the standard tenns and conditions of ally Oracle
support aril maintenance agreement required by Oracle Corporation and realizes that these may
be different than those of this agreement.
Support from HIGH LINE on the Onaclc Workbroup Server within the contest 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 I.
25D-22
ANNUAL SERVICE AGREEMENT
PAGE 3
THIS SERVICE AGREEMENT DOES NOT COVER:
• New developments or modifications io 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 tainpcring with the Systcm by other than HIGH LINE personnel.
• Any problems caused by THE CUSTOMER as n result of file or table manipulation. It is THE
CUSTOMER's responsibility to fully test all file or table changes prior to using them in
production.
Provision of, or support for, the Vertex PAYROLLTAXTM System. It is tile 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 CUSTOMERwith respect to the subject
matter thereof as of its date and supersedes all prior agreements, negotiations, representations and proposals,
written or oral, relaliiig to its subject matter.
This contract shall be governed by the hms of the State of California. USA.
25D-23
ANNUAL SERVICE AGREEMENT
PAGE 4
IN WITNESS WHEREOF the parties have executed this Agreement as of the cffcclive date stated herein.
ATTEST:
Y,
cc C. Guy
Cleric of the Council
As per LICENSEE:
CITY OF SANTA ANA
a municipal corporation of the
State rnia
uel A. Pulid
iayor
APPROVED AS TO FORM:
nr Joseph W. Fletcher
City Attorney
APPROVED AS TO CONTENT:
Darid N. Rcam
City Manager
per
Ka rf Niemutier
President
RECOMMENDED FOR APPROVAL:
iye Director
64.nnance 4Rrb1qka,
nt Services At, cncy
25D-24
SCIiEDULE II
CITY OF SA?'TA 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- PERSONALITY20t10
THIRD PARTY SOFTWARE Support:
Oracle Workbroup Database Server (30 users) 5 full use (d. $120 each
And 25 Run-Time ea, $75 each
SQL*Plus (3 users) @ $200 each
Reports 2.5 (r/t)
Oracle Developer 2000 (2 users) a $1,200 each
JCS Job Sclicduler
TOTAL DATABASE & TOOLS SOFTWARE MAINTENANCE
TOTAL 1""' 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
S 14,881.00
$ 2,475.00
$ 600.00
$ 500.00
$ 2,400.00
$1,080,00
S7,055.00
$ 21,936.00
Third Partin stf hrare support fees tyre subject to change. HIGH LINE will provide THE CUSTOPIER not less
than sixty (60) dt vs notice of a.r increase in third partt• st ftuvare 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
0
$2,069.0
TOTAL 1?r YEAR MAINTENANCE ON OPTIONAL MODULES $ 8,119.00
25D-25
25D-26
Dated this 2d day of January, 2013
SIXTH AMENDMENT TO PROGRAM LICENSE
AND SERVICE AGREEMENT ##980603
between; HIGH LINE CORPORATION
145 Renfrew Chive. Suite 210
Markham. Ontario
1_3R 9146 Canada
(hereinafter referred to as HIGH LINE)
and: CITE` OF SANTA ANA
20 Civic Center Plaza
Santa Ana, CA
92702 LISA
(hereinafter referred to as CUSTOMER)
Parties entered into certain agreement entitled "Program C.icense & Service Agreement
0980603" 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 amendments dated April 3, 2000, May 3, 2001, January 19, 2006.
Jamtary 12. 2009, and May 17, 2010 hereinafter referred to as "Program and Service
Amendment 91, 42. 93, -44 and ti3" respectively.
The parties no%k desire to again amend said Agreement in order to migrate ePersonality Payroll
Tax Tables from Vertex to Symmetry.
`this document when duly signed by bath parties will constitute an Agreement Amendment to the original
agreement and amendments stated above. When in conflict with the original agreements, the terms and
conditions of this Agreement Amendment shall prevail.
PART I - TERMS AND CONDITIONS
111611 1_,I\E agrees to provide: the ('(,'STONIER a non-exclusive and non-transferable perpetual license
for the right to use the Symmetry Tax EnsFinet t (.'S-1 P,") a state, local ter federal tax withholding
calculation module with ePersonality as covered by. this Agreement:
Licensed Software
License Fee Annual Support Service
Fee t
Svimttctry Tax Engine (the "ST€ **) includes US
Federal. State and Isocal Withholding Tax No Charge $5,490
Calculations, US Multi-State \N rthholclin-, & US
F:n7p1(rycr, 'l axes Costs -
Total $5,490
" I Iti• i> the prckaihng rate at time of Agreement preparauun-
4ast 15 here the I iccn,cd 4ol(w"tre is used in respect of the records of'Actike Gmplrr}ee,. such t e shall not exceed the Maximum
xooi : i mplut ee lono it "her) in edict (ion lcs Supplctuental License and Annual support Serk ice Fee, hake heen paid).
25D-27
CVS IOMLR shall be deemed to have the right to use the STEs: CUSTOMER will not decompile,
reverse engincer or comprehensively copy the STE, data from the S-1 L. or sell the SEE, or data there
independently from the STF.
IIIGI I LIN agrees to provide licensed Software Support and Maintenance services to CUSTOMER to
coincide with and under the terms of the current Annual Service Agreement, 4980603 (A-98-099A) and
as amended. HIGH FINE will provide CUSTOMER interim updates reflecting tax rate and formula
chanQcs on a timely basis when made available by US Federal, State, and local taxing agencies.
HIGII LINE. represents that it is authorized and licensed to distribute Symmetry tax engine software.
rates and data to CUSTOMER and only those license and support fees stated herein are required to use
such software and data. 111611 LINE shall hold harmless and defend CUSTOMER from anv claims from
SYMMI. FRY SOFTWARE. its contractors or agents, for CUSTOMER's use of Symmetry Software
products provided by HIGH LINE under this agreement.
Payment terms:
Annual Support Semlice fescs - I" year fee will be the current Support Service I'ee prorated from the
Expiration Date oi'CUSTOMER'S Vertex Annual Service Period (January" 1. ?013) to the Expiration
Date of Ct'STOMER`S current Annual Service Period with LEEGII FINE (March 31, 2013): Due Net 30
upon receipt of invoice. Subsequent year's Fee shall be added to the terms of CUSTOMER'S Annual
Support Service renewal invoice with IFIGIF LINE.
HIGI I LINE shall provide CUSTOMER with a schedule of fees in the form of an invoice not less than
t arty-five (45) days prior to the Expiration Date. Support Services Fees are due and payable annually in
advance of the Service period.
In !1"itness whcreofthe parties have executed this Agreement as of the effective date stated herein.
HIGH LINE 1 PO TION C1TV OF SANTA ANA
ti
Pf:R. PER:
N-VML: k:.rl Njentuller NAME:
1l CL1:: President & Chief Executive Officer TITLE:
Dy"I I DATE:
ATTEST:
Marla D. I"Iuizar, Clerk of the Council
APPROVED AS TO FORM:
Sonia R. Carvalho, City Attorney
fly: Lisa Storck. Assistant City Attorney
25D-28