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HomeMy WebLinkAbout25B - AGMT - PAYROLL HR SYSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 7, 2017 TITLE: AMEND AND RENEW AGREEMENTS WITH HIGH LINE CORPORATION FOR PAYROLL /HUMAN RESOURCE SYSTEM MAINTENANCE, SERVICES, AND LICENSES (STRATEGIC PLAN NO. 7, 5A) Cl* MANAGER RECOMMENDED ACTION CLERIC OF COUNCIL USE ONLY: /:17�:Ti1�f ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to amend and renew the agreements with High Line Corporation for Payroll and Human Resources system maintenance, services, and software licenses in an amount not to exceed $340,000 over a three -year period from March 8, 2017, through March 31, 2020, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The City processes payroll and performs Human Resources management functions using the High Line Payroll and Human Resources software system. The system is used to maintain personnel information, record time and attendance, administer benefits, administer training and development, control positions and forecast personnel costs. The system's employee and manager self - service portal is used by approximately 1,500 City employees to access their pay stubs, benefits, leave accrual balances, salary information, training, and other employee information. The Annual Service Agreement, A- 1998 -099A, provides for software maintenance and support including mandatory payroll tax table and form updates. The agreement renews automatically each year unless terminated by either party. Increases to the annual rates may not exceed the United States Consumer Price Index (CPI) rate. An agreement renewal is required in order to receive regular software updates that allow the City to continue to process payroll that complies with Federal and State tax and labor laws. Additionally, staff recommends amending the existing Program License and Service Agreement, A- 1998 -099, to engage professional services as needed for system consulting and software upgrade licenses. The version of the software that the City is currently running is due to for an upgrade in 2018. Therefore, the services and licensing costs required to upgrade to the latest supported version have been included in this RFCA. 2513-1 Amend and Renew Agreements with High Line Corporation for Payroll /Human Resources System Maintenance, Services, and Licenses March 7, 2017 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7- Team Santa Ana, Objective #5 (Create a culture of innovation and efficiency within the organization), Strategy A (Promote the use of new technology to improve the delivery of services and information to staff and the community). FISCAL IMPACT Funds are available in the Information Technology Payroll Systems accounting unit 10920142 for FY 2016 -17 and will be budgeted in subsequent fiscal years. The following is an estimate of the account distribution by fiscal year, but the actual amounts may vary within a fiscal year based on the timing of a system upgrade and services. Accounting Unit FY16/17 FY17/18 FY18/19 FY19/20 Total 10920142 62300 Contract Services $3,125 $22,728 $50,475 $25,150 $101,478 10920142 62305 Software Licenses $41,500 $41,500 10920142 62306 Software Maintenance $55,000 $57,200 $84,822 $197,022 Total $58,125 $79,928 $176,797 $25,150 $340,000 APPROVED AS TO FUNDS AND ACCOUNTS: Jarrfmation iulla Francisco Gutierrez Chechnology Innovations Officer Executive Director Inf Technology Department Finance and Management Services Agency BF Exhibits: 1. High Line Corporation Eighth Amendment to Program License and Service Agreement A- 1998 -099 2. High Line Corporation Program License and Service Agreement, A- 1998 -099 3. High Line Corporation Annual Service Agreement, A- 1998 -099A 25B -2 Exhibit 1 Dated this 8' day of March, 2017 EIGHTH AMENDMENT TO PROGRAM LICENSE AND SERVICE AGREEMENT #980603 between: HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario L3R 9R6 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) (HIGH LINE and CUSTOMER collectively referred to as "Parties ") Parties entered into certain agreement entitled "Program License & Service Agreement #980603" dated June 22, 1998, hereinafter referred to as "Program License and Service Agreement ", for the provision of various computer software program licenses and services. The Parties subsequently executed amendments dated April 3, 2000, May 3, 2001, January 19, 2006, January 12, 2009, May 17, 2010, January 2, 2013, April 1, 2016, previously referred to as "Program License and Service Amendment 41, 92, #3, #4, #5, #6, and #7" respectively. The parties now desire to again enter into an amendment, hereinafter referred to as the "Eighth Amendment ", in order to update the terms for purchasing additional professional services, software licenses, and maintenance. This Eighth Amendment when duly signed by both parties will constitute an amendment to the original agreement stated above. Except as modified by this Eighth Amendment, and all prior amendments, all terms and conditions of the Program License and Service Agreement shall remain unchanged and in effect. Part I — Compensation and Payment Terms This Eighth Amendment to the Program License and Service Agreement provides for CUSTOMER to be able to purchase professional services, software licenses, and maintenance from HIGH LINE at CUSTOMER's discretion at the fees and rates specified herein. The total sum to be expended shall not exceed $340,000 during the term of this amendment. Payment terms are Net 30 days upon receipt of a valid invoice. Professional Services fees will be billed after services are delivered. Licenses fees will be billed upon the installation of software licenses purchased. Maintenance fees will be billed at the same time as License fees and will be pro -rated to coincide with the annual support period term of April 1 — March 31 and be subject to the terms of the Annual Service Agreement. 25B -3 CUSTOMER may authorize purchase of services, licenses, and maintenance from HIGH LINE by way of approval of a services work order, quotation, or Billing Authorization pursuant to the terms of the Program License and Service Agreement. Part II - Term The term of the provisions in this Eighth Amendment shall commence upon the date first written above and be in effect through March 31, 2020. The term of other provisions of the Program License and Service Agreement that are in effect shall remain unchanged. Part III — Professional Services CUSTOMER may engage HIGH LINE professional services on a time and materials (T &M) basis for assistance with the HIGH LINE Payroll and Human Resources and related software. Such services may include consulting, training, configuration, customization, and other services not covered by the Annual Service (Support) Agreement. Professional services will be billed at the following hourly rates based on the resource provided. RCS6nrae:_.I...� Vice President/ Director/ Manager $200.00 $225.00 Sr. Application Consultant $150.00 $187.50 Sr. Technical Consultant $150.00 $187.50 Consultant $125.00 $150.00 Programmer Anal st $125.00 $150.00 Implementation Specialist $87.50 $100.00 CUSTOMER will reimburse HIGH LINE for reasonable travel expenses for any on -site professional services provided. Part IV —Optional NextGen Uoerade CUSTOMER shall have the option to upgrade the HIGH LINE application software modules licensed under the Program License and Service Agreement from ePersonality to HIGH LINE's next generation version of the software known as "NextGen" for the fees specified in the schedule below by way of Billing Authorization. t F ilIa�nen __ .,, . . _ _License _..; tFee NextGen Upgrade Fee $25,000 None Logi Info - Required: BI (business intelligence) dashboard Included $2,310 An upgrade does not affect the annual maintenance fees or terms of the covered application software modules under the Annual Service Agreement. The annual Maintenance fee shown for Logi Info is the current fee. The actual maintenance fee will be HIGH LINE's then - current maintenance rate at the time the upgrade is purchased. CUSTOMER may engage HIGH LINE professional services to help upgrade to NextGen. Below are typical services and effort required to perform such an upgrade remotely. Actual time spent will be billed on a T &M basis at the rates specified in this Agreement Amendment. Implementation Services Days Costs Planning Session 1.5 $1,950 Software Installation and Technical Assistance 5 $6,000 Training and Troubleshooting 15 $18 000 Total 21.5 $25 950 25B -4 Part V — Optional Third Party Oracle Software Licenses Upgrading to NextGen requires licensing certain Oracle software products. Some of the CUSTOMER's existing licenses can transfer and others require re- licensing. HIGH LINE is an authorized Oracle Reseller. CUSTOMER shall have the option to purchase Oracle software licenses from HIGH LINE by way of Billing Authorization. Below are HIGH LINE's Oracle license and maintenance fees at the time of execution of this Agreement Amendment. HIGH LINE's then - current or negotiated fees will be used at the time of purchase. CUSTOMER may change the quantity of licenses purchased as required. aele:oftww�e� acenseg Ittem g .;: Lrcerisg" Lrcensc Maint 1d0td� ° MBtgte 54 N n­ ;.._._. Cost /GEU Cost /GPTJF PRODUCTION ENVIRONMENT Oracle Database Server - Standard Edition 2 Update $3,850 $0 $7,700 Two — Processor License Existing Unlimited client users. This license will replace CUSTOMER's existing Standard Edition One license. This is a no -cost upgrade; however, there is a change to the Maintenance fees. Oracle Weblogic - Standard Edition— 2 $6,000 $2,200 $12,000 $4,400 Processor License for NextGen (requires new Oracle license for WebLo is 12C or higher) TEST ENVIRONMENTS Oracle Database Server — Standard Edition 10 Update $80 $0 $800 Two —Named User License Existing This license will replace the CUSTOMER's existing Standard Edition One license. This is a no -cost upgrade; however, there is a change to the Maintenance fees. Oracle Database Server — Standard Edition 10 $210 $80 $2,100 $800 Two — Named User License Oracle Weblogic - Standard Edition - 20 $120 $45 $2,400 $900 Named User License for NextGen (requires new Oracle license for WebLo is 12C or higher) OPTIONAL AD HOC REPORTING Optional: 25 $230 $75 $5,750 $1,875 Oracle BI Publisher (25 user minimum, discounted license cost 25B -5 tt�r�ttt; hneat as of the effootive data stated vsY tt�r�ttt; vsY 1 TT: C! FAG SAN TA ANA lv�St tYixar U01- atoomauet Cl tlt of tlta mt neil Acting City Ma x�agat APB' OVO 0 TO VORM; }MRATION $ottia k Cmailio, City Attotttay 'ate"'• : .�.m. �°+�i��.. -- By, rlsa st 1 e 2 n ftog t. Assist ma City Attorney President it ChieMcecutivs Officar CO ENDED FOR a ii+1'ROVralC t TacIC Giulia %O-Taclzttotagy EnMW4tiDTlsOMctr 146mation Tes hndtogy Department r.° .n t: E: 4 Exhibit 2 1411 - off'/ THIS AGREEMENT made this 22n° day, of Jane, 1998 PROGRAM LICENSE & SERVICE AGREEMENT Al 980603 BETWEEN: HIGH LINE CORPORATION 8920 Woodbine Avenue, Suite 402 Markham, Ontario, Canada L311 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 aont 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 wlto 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. The fallowing terms are defined for the purposes of this Agreement: a) "Licensed Program" shalt 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. 25B-7 AGREEMENT #980603 Page t 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 tinder this Agreement authorizes LICENSEE on a personal, non - transferable and non- exclusive basis, to Use any Licensed Program only on the Designated Equipment identified in Part II to this Agreement without right to sub - license or rent. The Licensed Programs and all copies thereof are the property of the LICENSOR and title thereto remains with the LICENSOR. All applicable rights in patents, copyrights, trade -marks and trade secrets in the Licensed Programs are and will remain within LICENSOR. The LICENSEE shall not sell, transfer, publish, disclose, display, disseminate or otherwise make available any Licensed. Program or copies thereof to others. The LICENSEE agrees to secure and protect each Licensed Program and any copy thereof, from use by Third Parties and agrees to take appropriate action through instruction with its employees who are permitted access to each Licensed Program or copies thereof, to satisfy its obligations under this Agreement. LICENSEE may generate, develop and use Derivative Programs. LICENSOR has no rights in Derivative Programs and neither party has any liability or obligation to the other in reference to Derivative Programs. LICENSEE shall maintain records specifically identifying each Licensed Program and the associated Designated Equipment delivered under this Agreement and shall make such records available to LICENSOR during regular business hours upon reasonable notice for purposes of enforcement of the terms and conditions of this Agreement. LICENSEE shall not disassemble, de- compile, translate, reverse engineer or create derivative works from the Licensed Programs. 4. LICENSE TO REPRODUCE LICENSEE may reproduce and install the Licensed Programs on a development and test system for the purposes of testing (new versions & patches), training and serving as a backup system to the Designated Equipment. Additionally, the LICENSEE may purchase a license to reproduce the Licensed Programs covered by this Agreement for use by LICENSEE for additional equipment at 75 % of the then current price for each reproduction. Installation and training for all additional sites will be extra, if required. This LICENSE TO REPRODUCE may not be assigned, transferred, re- licensed or sub - licensed to any third party or used on any equipment not owned or leased by LICENSEE for its awn 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 1. LICENSOR agrees to notify Lincoln -Pang 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 LICENSEE'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 25B_8 AGREEMENT #980603 Page 2 or to 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. 4. 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 continua 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 B Y 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, 25B-9 AGREEMENT 8980603 Page 3 or 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. 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. 25B_1 0 AGREEMENT #98060 Page 4 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST; AneCt—r-uyo. he Cncil APPROVED AS TO FORM: or Joseph W. Fletcher City Attorney APPROVED AS TO CONTENT: avid N. Ream City Manager RECOMMENDED FOR APPROVAL: Rod Colo a, xe five Director Finance & Manage ent Services Agency As per LICENSEE: CITY OF SANTA ANA a municipal corporation of the A. Mayor thr ICENSOR:ne C oration I{l Niemuller President 25B_11 AGREEWNT#980607 Page 5 or 10 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: FOUNDATION/RECORD KEEPING PAYROLL BENEFIT ADMINISTRATION ATTENDANCE SALARY ADMINISTRATION POSITION CONTROL FINANCIAL COST CONTROL LABOR RELATIONS As additional Programs are purchased, an Addendum to this Schedule shall be issued. PART II - DESIGNATED EQUIPMENT (To be identified once known) MODEL NUMBER SERIAL NUMBER LOCATION In the event that the above mentioned Designated Equipment is inoperable, LICENSEE may use alternate equipment for their day to day processing until such equipment again becomes operable. LICENSEE has the right to upgrade and /or change Designated Equipment without prior permission of the LICENSOR; but is required to provide LICENSOR notification within 30 days of upgrade andfor 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 TEES 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 25B -12 AGREEMENT #980603 Page 6 of 10 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 $ 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 $ 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 25B -13 Maximum $ 8,000.00 NIC Maximum $ 16,000.00 Maximum $ 16,000.00 TBD AGREEMENT 080603 Page 7 or 10 5. 6. 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 Career Planning Safety & Health Work Scheduling Time Entry OPTIONAL IMI $ 6,000.00 $ 6,000.00 $ 6,000.00 $ 20,000A0 $ 12,000.00 'LEMENTATION COP 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 SULTING & TRAINING SERVICES Recruitment Training 3 days @ $800 per day $ 2,400.00 Career Planning Training 3 days @ $800 per day $ 2,400.00 Safety & Health Training 3 days @ $800 per day $ 2,400.00 Labor Relations Training 3 days @ $800 per day $ 2,400.00 Work Scheduling Training 5 days @ $800 per day $ 4,000.00 Time Entry Training 5 days @ $800 per day $ 4,000.00 Trouble - Shooting 10 days @ $800 per day $ 8,000.00 Plus Travel & Out of Pocket expenses Optional Supplemental Consulting Services: LICENSOR agrees to provide personnel to the LICENSEE as required and agreed upon for Consulting and Training of the Programs covered in Part IV # 5 of this Schedule at the following rates: Sr. Consultant Level A $1,000 per Day Sr. Consultant Level B $ 900 per Day Consultant Level C $ 800 per Day Consultant Level D $ 600 per Day The quantity of optional supplemental consulting services shall be determined and scheduled as agreed upon by both parties during implementation. Supplemental Consulting and Training Services are Due Upon Completion of Required Services. Optional Software Customization: Custom Interfaces & Reports - @ $600 1day development rate Custom — Other progranuuing - @ $800 /day development rate DELIVERABLES Application Software: LICENSOR shall provide to LICENSEE the Application Software products as identified in Part III — Cost & Payment schedule including installation media. Application Software shall Be thoroughly tested by LICENSOR, and shall be considered stable and without integrity problems when it is delivered. Database & Tools Software: LICENSOR shall provide to LICENSEE the database and Tools Software Products identified in PART IV # 3. This includes installation media. Standard Implementation Services: LICENSOR shall provide to LICENSEE the Standard Implementation Services as identified in Part IV #2 per LICENSOR'S recommended implementation methodology, This includes installation of database and application software, training, and trouble - shooting support. 25B -14 AGREEMENT #980603 Page 8 of 10 e 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 04. 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 Annul 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 tuble,job /position, and employee masterfile based on the City's Salary Matrix range increase method. D. Custom Labor Distribution Entry: To provide an additional labor distribution entry screen if not included in the Custom Time Entry screen above. E. Custom Other Salary Matrix - Related Enhancements: Move Ups - allow the temporary move up of employees to be based on rules tied to the City's Salary Matrix; potentially Retro Pay — allow retro pay to be based on rules tied to the City's Salary Matrix; potentially other functionality not yet identified that is based on rules tied to the City's Salary Matrix. F. Salary Projection Enhancement: To provide Salary Projection functionality that accommodates the LICENSEE's method for performing salary projections. G. Custom Interfaces and Reports: To provide custom interfaces and reports as requested by LICENSEE and agreed by LICENSOR. H. Custom Other Programming: To provide custom other programming not yet identified as requested by LICENSEE and agreed by LICENSOR. Documentation: LICENSOR shall provide the following documentation in appropriate medium (hard copy, electronic or both). A. Standard product documentation that comes from the manufacturer of the Database and Tools products identified in Part IV 43. 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. 25B-1 5 AG REEMENT #990603 Page 9 of 10 a 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 4#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. 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 [Wanner 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 05, 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. 25B -16 AGREEMENT #980603 Page 10 or 10 Exhibit 3 ANNUAL SERVICE AGREEMENT PER PROGRAM LICENSE & SERVICE AGREEMENT N 980603 between HIGH LINE CORPORATION 8920 Woodbinc Avcnuc Suite 402 Markhnm, Ontario. Canada L3R 9W9 (hereinafter rererred to as HIGH LINE) and CITY OF SANTA ANA 20 Civic Center Plaza Santa Ana, CA 92702 USA (hcrcinallcr referred to as Tl1E Gl1STONiER) EFFECTIVE DATE FOR APPLICATION SOFTWARE MODULES: The next business day after the date of Final Acceptance as defined in the Program License & Service Agreement 8 980603 EFFECTIVE DATE FOR THIRD PARTY SOFTWARE: June 23, 1998 EXPIRATION DATE: 1 year following cacti or the respective Effective Dates 1. This doctuncnt conslifutcs a formal contract bcliocn HIGH LINE and THE CUSTOMER for Annual Service on programs listed on Schedule I to this Agreement, hercinafer called THE SYSTEM, developed and implemented by HIGH LINE. 2. This Agreement con riences on the crtectim dates stated above and will remain in full force and effect until the expiration date staled above. Upon ecpirallon each ),car, it shall be automatically renewed for twelve (12) months, unicss Icnninoted by cithcr party by written notice given not less than thirty (30) days prior to dic expiration of the initial term licreof or any renewal thereof, 3. T1nc Annual Service rates and payment terms applicable at the automatic renewal date, pursuant to Paragraph 2, for the Application Software Modules will cithcr 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 rile. A schedule or rates and payment ][crms will be fonvarded by mail not less than forty -five (45) days prior to the expiration of the Ilion carnal ogrecmenl. 4. THIS SERVICE AG REEM ENT COVERS: The Rxing of any errors or inconsislencios in lbe programs in THE SYSTEM, or failures of the programs in THE SYSTEM to perform in accordance with the manuals, online documentation, or published Program Specificalions provided by HIGH LINE which are notified in writing, including electronic mail medium, to HIGH LINE by THE CUSTOMER daring the term of this ngrccmcnl. 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 SpecifiaitienS, whclher or not ][lacy form a part of the standard package. Changes and updates to existing programs in THE SYSTEM and related documentation as they bccoane generally available. Sucti chnugcs shall also be provided into the Escrow account, 25B -17 ANNUAL SERVICE AGREEMENT PAGE 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, Slate and Local Income Taxes, State Disability Insurance, Unemployment Insurance, 401K, Californin PERS, 457, Socinl Security Alternative (Section 3121), and any other mandated Federal and California Slate Reports. Response to problems within four hours of notificalion by the CUSTOMER to the SUPPORT LINE, Help Desk — HIGH LINE provides direct toll -tree telephone access for problem resolution, defect reporting, documentation clarification and technical guidance Monday to Friday 8:001nr to 6:00pm (eastern time). On Canadian statutory holidays, a reduced staff provides full support from 9:00atn to 5:00pm (eastern little). During peak calling seasons (January & February), support is provided from 8:00am to 8 :00pm (eastern time). Telephone support is further enhanced by electronic services that offer around the clock reporting. Using fax, voicemail and electronic mail, customers may report issues any time of the day or night. Telephone: (800)268 -3340 or (905) 9.10.8777 Tcicfas: (905) 940 -8770 E -Mail: spJiport<thiglllinFcoruco!n Support and maintenance directly from Oracle Corporation for the third party Oracle products identified in Schedule 1. HIGH LINE will or will ensure that Oracle Corporation provides CUSTOMER with an Oracle customer support identification number granting access to Oracle customer support. CUSTOMER agrees to the standard terms and conditions of any Oracle support and nutinlcnalice agreement required by Oracle Corponnion and realizes that these may be different than those of this agreement. Support from HIGH LINE on the Oracle Wdrkgroup Server within the contest of it being used its a component of THE SYSTEM. Support from HIGH LINE or JCS on the third party JCS Job Scheduler product identified in Schedule I. 25B -18 ANNUAL SERVICE AGREEMENT PAGE 5. THIS SERVICE AGREEMENT DOES NOT COVER: • New developments or modifications to THE SYSTEM requested by THE CUSTOMER. Training or retraining of new or existing personnel in the operations or understanding of THE SYSTEM. • Any problems, errors, omissions, dcricicncics or inconsistencies caused by modifications, additions or tampering with the Syslcm by other Ilan HIGH LINE personnel. • Any problems caused by THE CUSTOMER as a result of rite or table manipulation. Il 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 the CUSTOMER's responsibility to arrange for its use and service through Vertex Systems Inc. This contract contains (tic entire agreement be wcon 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, relnling to its subject matter. This contract shall be governed by the fmis or the State of California, USA. 25B -19 ANNUAL SERVICE AGREEMENT PAGE IN WITNESS WHEREOF the parties have c.xcculcd this Agrccmcnt as of the effective date stated herein. ATTEST: cc C. Guy Cleric of the Council APPROVED AS TO FORM: (� f. nr Joseph W. Fletcher City Attorney APPROVED AS TO CONTENT: David N. Reran City Manager RECOMMENDED FOR APPROVAL: As per LICENSEE: CITY OF SANTA ANA a municipal corporation of the Scat' rnia ueI A. PuIid layor per imo Karr Niemulier President n R./ of la, .'ecutke- Director inance & 117 agement Se�ro•iccs A „�ency 25B -20 SCHEDULEi CITY OF SANTA ANA PRODUCTS COVERED BY ANNUAL SERVICE AGREEMENT APPLICATION SOFTWARE MODULES ANNUAL SERVICE RATE RECORD KEEP[NO $ 2,851.00 PAYROLL $ 4,688.00 BENEFIT ADMINISTRATION $ 1,843.00 ATTENDANCE $ 1,843.00 SALARY ADMINISTRATION $ 914.00 POSITION CONTROL $ 914.00 FINANCIAL COST CONTROL $914.00 LABOR RELATIONS $914,00 TOTAL APPLICATION MODULES — PERSONALITY2000 S 14,881.00 THIRD PARTY SOFTWARE Support: Oracle Workgroup Database Sm er (30 users) 5 full use (u' $120 each And 25 Run -Tine @ $75 each $ 2,475.00 SQL *Plus (3 users) rr $200 cacti $ 600.00 Reports 2.5 (0) $ 500.00 Oracle Developer 2000 (2 users) a $1,200 each $ 2,400.00 JCS Job Sclicduler S 1080,00 TOTAL DATABASE &r TOOLS SOFTWARE MAINTENANCE S7,055.00 TOTAL lsr YEAR MAINTENANCE ON ALL NIODULES $ 21,936.00 ThirdPagv.rrftnare .sr¢ report fees are .subject to ehangc. 111CH LINE will provide TAE CUSTOh1ER not less than sLrty (60) days notice of only increase in third partr.sofhvare srgrpori fees, provided FIIGTT LTNEis notified of the same. OPTIONAL APPLICATION SOFTWARE MAINTENANCE PERSONALITY2600 MODULES: SAFETY & OCCUPATIONAL I4EALTH CAREER PLANNING RECRUITMENT WORK SCHEDULING TIME ENTRY TOTAL 1sr YEAR MAINTENANCE ON OPTIONAL MODULES 25B -21 $ 914.00 $ 914.00 $ 914.00 $ 3,308.00 11-069 00 $ 8,119.00 25B -22