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Home My WebLink AboutHIGH LINE CORPORATION 2 -1998• • ANNl1AL SF.RVTCF, AGREEMENT PER PROGRAM LICENSE & SERVICE AGREEMENT # 980603 iZ/~/ betwcen HIGH LINE CORPORATION 8920 Woodbine Avenue ~'!~S n~ J ~" ~' Suilc X02 Markham, Ontario, Canada i h 1]-~ ~~ 31tl0 L3R 9w9 II~N(10~ ~0 )1~31~ (;33~Oad ,1HW N~10M (hcrcinallcr rcfcrrcd to as HIGH LINE) (73AItlMIQ381f1a3~ lON 3~NtlNf1SNl and CITY OF SANTA ANA 20 Civic Ccnlcr Plaza Santa Ana, CA 92702 USA (hereinafter rcfcrrcd to as THE CUSTOMER) EFFECTIVE DATE FOR APPLICATION SOFTWARE MODULES: The next business day after [he date of Final Acceptance as defined in the Program License & Service Agreement # 980603 EFFECTIVE DATE FOR THIRD PARTY SOFTWARE: June 25, 1998 EXPIRATION DATE: I year following each of [hc respective Effective Dales 1. This docwnent constitutes a formal contract bchvccn HIGH LINE and THE CUSTOMER for Annual Service on programs listed on Schedule I to !Bis Agreement, hereinafter called THE SYSTEM, developed and implemented by HIGH LINE. 2. This Agreement conuncnccs on the effective dates staled above and will remain in full force and effect until the expiration date stated above. Upon expiration each year, it shall be automatically renewed for hvelve (12) months, unless terminated by either party by written notice given not less than thirty (30) days prior to the expiration of the initial tcnn hereof or anv renewal Ihercof. 3. The Annual Service rates and payment terms applicable at the automatic renewal date, pursuant to Paragraph 2, for the Application Software Modules will either be the same or at a rate increase not to exceed [he current year's United States Consumer Price Index (CPI) percentage over THE CUSTOMER'S current rate. A schedule of rates and payment terms will be fornarded by mail not less than forty-five (45) days prior to the expiration of the then current agreement. 4. THIS SERVICE AGREEMENT COVERS: The fixing of any errors or inconsis~cncics 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 agreement. The fixing of errors or inconsistencies in the Programs, reports, interfaces that have been custom Developed by HIGH LINE for THE CUSTOMER and not functioning in accordance with requirements specifianions, whether or not They form a part of the standard package. Changes and updates to existing programs in THE SYSTEM and related documentation as they become generally available. Such changes shall also be provided into the Escrow account. ANNUAL SERVICE AGREEI'!'T PAGE 2 • To provide program and report updates to THE CUSTOMER in a timely manner to allow the ability to record and maintain the information necessary for the production of reports required for Federal, State and Local Income Taxes. State Disability Insurance, Unemployment Insurance, 401K, California PERS, 457, Social Security Alternative (Section 3121), and any other mandated Federal and California State Reports. Response to problems within four hours of notification by the CUSTOMER to the SUPPORT LINE. Help Dcsk -HIGH LINE provides direct toll-free telephone access for problem resolution, defect reporting, docwnentation clarification and technical guidance Monday to Friday 8:OOam to 6:OOpm (castcrn time). On Canadian stalu(ory holidays, a reduced staff provides full support from 9:OOnm to S:OOpm (castcrn time). Duriug peak calling seasons (January & February), support is provided from B:OOam to B:OOpm (castcrn lime). Telephone support is further enhanced by electronic services that offer around the clock reporting. Using fax, voiccmail and electronic mail, customers may report issues any time of the day or night. Telephone: (800)268-3340 or (905) 9411-8777 Telef<tx: (905) 940-8770 E-Mail sppportnhiglilinccorp,com Support and maintenance directly from Oracle Corporation for the third parry Oracle products identified in Schedule I. HIGH LINE will or will ensure that Oracle Corporation provides CUSTOMER wiUt an Oracle customer support identification number granting access to Oracle customer support. CUSTOMER agrees to the standard terms and conditious of any Oracle support and maintenance agreement required b}' Oracle Corporation and realizes that these may be different than those of this agreement. Support from HIGH LINE on the Oracle Workgroup Server within the context of it being used as a component of THE SYSTEM. Support from HIGH LINE or JCS on the third party JCS Jab Scheduler product identified in Schedule 1. ANNUAL SERVICE ACREEP~T • PAGE 3 5. THIS SERVICE AGREEMENT DOES NOT COVER: • New dcaclopmcnts or modifications to THE SYSTEM requested by THE CUSTOMER. • Training or retraining of new or existing personnel in the operations or understanding of THE SYSTEM. • Any problems, errors, omissions, dcliciencies or inconsistencies caused by modifications, additions or tampering Keith the System by other than HIGH LINE personnel. • Any problems caused by THE CUSTOMER as a result of file or [able manipulation. It is THE CUSTOMER'S responsibility to fiillr Zest all file or table changes prior to using them in production. • Provision of, or support for, the Vertex PAYROLLTAX'"~ System. It is the CUSTOMER'S responsibility to arrange for its use and service through Vertex Systems Inc. This contract contains the entire agreement bebvecn HIGH LTPdE and THE CUSTOMER with respect to the subject matter thereof as of its date and supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to its subject matter. This contract shall be governed by the laws of the Stale of California, USA. ANNUAL SERVICE ACREE~T PAGE4 l J IN WITNESS WHEREOF the parties have eseculcd this Agreement as of the effective date stated herein. ATTEST: :ce C. Guy crlc of the Council As per LICENSEE: CITY OF SANTA ANA a municipal corporation of the Miguel Manor APPROVED AS TO FORDS: ~~ Jaseph W. Fletcher City Attorney APPROVED AS TO C NTENT: ,~_ Darid N. Ream City Manager s 1 cr LIC OR: ig Linc toration Karl Nicmullcr President RECOMMENDED FOR APPROVAL: (KI it:'lfolopAa„F,cecutire Director Finance & D ana~~ement Sen ices A~cncy • SCHEDULEI • CITY OF SANTA ANA PRODUCTS COVERED BY ANNUAL SERVICE AGREEMENT APPLICATION SOFTWARE MODULES RECORD KEEPING PAYROLL BENEFIT ADMINISTRATION ATTENDANCE SALARY ADMINISTRATION POSITION CONTROL FINANCIAL COST CONTROL LABOR RELATIONS TOTAL APPLICATION MODl1LES - PERSONALITY21111f1 THIRD PARTY SOFTWARE Support: Oracle Worlcgroup Database Server (30 users) 5 full use (~~. $ I20 each And 25 Run-Time m $7i each SQL*Plus (3 users) Q $200 each Reports 2.5 (r/t) Oracle Developer 2000 (2 users) ~ $1,200 each JCS Job Scheduler TOTAL DATABASE & TOOLS SOFTWARE MAINTENANCE TOTAL 1sT YEAR MAINTENANCE ON ALL MODULES ANNUAL SERVICE RATE $ 2,851.00 $ 4,688.00 $ 1,843.00 $ 1,843.00 $ 914.00 $ 914.00 $914.00 914.00 $ 14,881.00 $ 2,475.00 $ 600.00 $ 500.00 $ 2,400.00 $ 1.080.00 $ 7,055.00 $ 21,936.OU Third Party sofhvnre support fees ore sufiject to chnnbe. H/GH L/NE rvill provide THE C(ISTOMER not less thou sixty (60) days notice rJrnry increase in third party snjhvnre support fees, provirlerl HIGHLINE is notified of the snore. OPTIONAL APPLICATION SOFTWARE MAINTENANCE PERSONALITY201111 nIODULES: SAFETY & OCCUPATIONAL HEALTH $ 914.00 CAREER PLANNING $ 914.00 RECRUITMENT $ 914.00 WORK SCHEDULING $ 3,308.00 TIME ENTRY 2 069.00 TOTAL 1sT YEAR MAINTENANCE ON OPTIONAL MODULES $ 8,119.00 G Gallagher Lambert Group CERTIFICATE OF INSURANCE This is to certify to: City of Santa Ana 20 Civic Centre Plaza PO Box 1988 Santa Ana, CA 92702 that Policies of Insurance as herein described have been issued to the Insured named below and are in force at this date. Named Insured: High Line Corporation & High Line Inc. Address: 145 Renfrew Drive, Suite 210 Markham, ON L3R 9R6 Operations to which this certificate applies To provide Products and Services (Implementation Training and Consulting Services on our product) Type of Policy Policy No. Effective/Expiry Limits of Liability 1. Commercial General CP00034791 Sept. 12, 2008 CDN$2,000,000 Each Event Limit Liability Sept. 12, 2009 CDN$2,000,000 General Total Limit CDN$1,000,000 Products & Completed Work - Total Limit CDN$1,000,000 Personal Injury & Advertising Injury -Total Limit CDN$1,000,000 Non Owned Automobile Liability Cross liability / Severability of interest clause 2. Technology Errors CP00034791 Sept. 12, 2008 CDN$1,000,000 Each Wrongful Act & Omissions Liability Sept. 12, 2009 CDN$1,000,000 Total Limit 3. US Premises Liability 83SBMPR6633 Sept. 12, 2008 US$2,000,000 General Aggregate Sept. 12, 2009 US$1,000,000 Personal & Advertising Injury US$ 300,000 Tenants Legal Liability US$ 10,000 Medical Expenses 4. CALIFORNIA 83- Sept. 17, 2008 Workers Compensation -Statutory Workers Compensation WECNC2220 Sept. 17, 2009 Employer's Liability & Employer Liability US$1,000,000 each accident -bodily injury US$1,000,000 bodily injury by disease -each Employee US $1,000,000 bodily injury by disease -policy limit Insurers: 1. St. Paul Fire & Marine Insurance Company 2. St. Paul Fire & Marine Insurance Company 3. The Hartford Insurance Company 4. The Harford Insurance Company Note: It is hereby understood and agreed that the CITY OF SANTA ANA is added as additional insured, as their interest may appear, to the above noted Commercial General Liability policy but only with respect to the liability arising out of the operations of the Named Insured in connection with the operations of the Named Insured. Page 2 Gallagher Lambert Group (A member of Arthur J. Gallagher & Co.) ~, I1'~.U V lid AS TO FORM 185 The West Mall, Suite 1710, Toronto, ON M9C 5L5 Phone: (416) 620-8030 Fax: (416) 620-1853 n.^^~ - / x' / ~ ~_,aura Stitt Sheedy °, ~~,ista~t ~'itv Attorney Insurance afforded is subject to the terms, conditions and exclusions of the applicable policies. This Certificate is issued as a matter of information only, and confers no rights on the holder and imposes no liability on the Insurer. The Insurer will endeavour to mail to the holder of this Certificate 30 days written notice of any material change in or cancellation of these policies. Date: March 25, 2009 Gallagher Lambert Group Angie Procopio CAIB CIP Authorized Representative Gallagher Lambert Group (A member of Arthur J. Gallagher & Co.) 185 The West Mall, Suite 1710, Toronto, ON M9C 5L5 Phone: (416) 620-8030 Fax: (416) 620-1853 -