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R-10-07-22-10B1 - 7/22/2010RESOLUTION NO. R -10-07-22-10B1 WHEREAS, the City of Round Rock has previously entered into a Program License Agreement and Annual Service Agreement #980301 and Addendum #031001 ("Agreement") with High Line Corporation for the human resources and payroll information system, and WHEREAS, the City has previously entered into Addendum #090902 to the Agreement for the purchase and implementation of additional software modules, and WHEREAS, High Line Corporation has now submitted Addendum #100502 to the Agreement for the addition and modification of Oracle Application Specific Licenses for the ePersonality project, and WHEREAS, the City wishes to enter into Addendum #100502 to the Agreement with High Line Corporation, along with accompanying documents, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City Agreement Addendum #100502, and the Oracle Corporation Sub -License Agreement Addendum #3 dated October 1, 2010 and its Exhibit "A" entitled "Oracle Corporation Application Programs," copies of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. O:\wdox\SCC Ints\0112\ 1005 \MUNICIPAL\00197264. DOC/jkg RESOLVED this 22nd day of July, 2010. ATTEST: 51e/ikvi---, littOte-- SARA L. WHITE, City Secretary 2 ALAN MCGRAW, Mayor City of Round Rock, Texas between: and: C0519 - Dated this 17th Day of May, 2010 AGREEMENT ADDENDUM #100502 HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario L3R 9R6 Canada (hereinafter referred to as HIGH LINE) CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as CUSTOMER) This is an Addendum to the Master Program License and Annual Service Agreement #980301 between High Line Corporation and City of Round Rock. This document when duly signed by both parties will constitute an Agreement Addendum to the original agreements stated above. When in conflict with the original agreements, the terms and conditions of this Agreement Addendum shall prevail. TERMS AND CONDITIONS To add and modify Oracle Application Specific licenses for the ePersonality project with an effective date of October 1, 2010. Part I — Third Party Applications A) Oracle Application Specific Licensing Oracle Database Server — Standard Edition One, 2 x Processor Licenses ($3,500/Processor) Annual Maintenance Fee ($1,275 /Processor) Oracle Internet Application Server — Standard Edition One, 2 x Processor License ($3,500/Processor) Annual Maintenance Fee ($1,275/Processor) Oracle Business Intelligence — Standard Edition, 10 x Named User Licenses ($300/User) Annual Maintenance Fee ($115/User 5/19/2010 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 Addendum. Payment terms: License fees - Due October 1, 2010, N30 upon receipt of invoice. Maintenance fees - Due October 1, 2010 and will be added to new Annual Support renewal/term, N30 upon receipt of invoice. In Witness whereof the parties have executed this Agreement as of the effective date stated herein. HIGH LINE CORPORATION CITY OF ROUND ROCK PER: PER: NAME: NAME: TITLE: TITLE: DATE: DATE: 5/19/2010 2 between: and: C1 0051 -� ORACLE CORPORATION SUB -LICENSE AGREEMENT Addendum #3 dated October 1, 2010 HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario Canada L3R 9R6 ( "Sub -licensor" ) CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 ( "Sub -licensee" ) This Sub -Licensee Agreement when fully executed forms an integral part of the "Program License Agreement Addendum" #031001 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, timesharing or rental of the Programs is prohibited; (iv) use to the Programs for any purpose outside the scope of the Program License Agreement Addendum #031001 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; (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; (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; (x) the Programs are not specifically developed of 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; Sublicense Agreement Page 1 of 3 (xi) Sub -licensee, while covered under an Annual Support Agreement with Sub -licensor as per Program License Agreement Addendum #031001 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 LINE CORPORATION Sign: Name: Karl Niemuller Title: President Date: CITY OF ROUND ROCK Sign: Name: Title: Date: THIS AGREEMENT IS FOLLOWED BY EXHIBIT A. Sublicense Agreement Page 2 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 PROGRAMS and LICENSE TYPE as applicable: List below: • Oracle Database Server, Standard Edition- Processor License x 2 • Oracle Application Server, Java Edition — Processor License x 1 Note: 1 x Oracle Database Server, Standard Edition — Processor License shall be migrated from a 15 x Concurrent User Database, Standard edition at time of installation. Effective March 1, 2005- Cancel License and Support: • Oracle Application Server, Java Edition — Processor License x 1 Effective March 1, 2005 Upgrade License and Support to: • Oracle Application Server, Enterprise Edition — Processor License x 1 As per Addendum September 11, 2009 additional License and Support for: • Oracle Database Server — Standard Edition One, 5 named user licenses (for Test Environment) • Oracle Application Server — Standard Edition One, 5 named user licenses (for Test Environment) Effective October 1, 2010 - Cancel License and Support: • Oracle Application Server, Enterprise Edition — Processor License x 1 • Oracle Database Server, Standard Edition- Processor License x 2 • High Line Support for Oracle Reports x 1 As per Addendum October 1, 2010 additional License and Support for: • Oracle Database Server — Standard Edition One, 2 Processor licenses • Oracle Application Server — Standard Edition One, 2 Processor licenses • Oracle Business Intelligence — Standard Edition, 10 users Hardware / Operating System: Indicate System in use: Microsoft Windows NT IBM RS6000 AIX HP -UX SUN SOLARIS Designated Computer System: List Serial Numbers and Model): • 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 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. Sublicense Agreement - Exhibit "A" Page 3 of 3 between: and: Dated this llt" Day of September, 2009 AGREEMENT ADDENDUM #090902 HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario L3R 9R6 Canada (hereinafter referred to as HIGH LINE) CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as CUSTOMER) b 3 5 EXHIBIT IIA1f This is an Addendum to the Master Program License and Annual Service Agreement #980301 and Addendum #031001 between High Line Corporation and City of Round Rock. This document when duly signed by both parties will constitute an Agreement Addendum to the original agreements stated above. When in conflict with the original agreements, the terms and conditions of this Agreement Addendum 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 1,000 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 1— High Line Applications ePersonality Upgrade for the following modules covered under Annual Service Agreement('): 1 Module License Fee Maintenance Fee (2) Foundation $20,000 $3,865 Payroll $5,455 Benefits Administration $1,820 Attendance $1,820 Salary Administration $1,545 Forecasting & Costing $2,725 Recruiting $ 770 Safety & Health 7?0 U/7Uhnnn 1 Workflow Fee $1,545 Training & Development $ 770 Total Existing Modules $20,000 $19,905 Total $7,788 Additional Modules Time Management Self Service - TMSS (1) $8,000 $1,545 Employee and Manager Self Service - EMSS (1) $8,000 $1,545 Total $36,000 $22,995 0) As stated in License Addendum #031001 HIGH LINE guarantees' Software Application License fees for eP modules EMSS ($8,000) & TMSS ($8,000). The cost of these licenses has not been paid at the time this agreement has been prepared and the CUSTOMER is required to pay for these modules upon System Acceptance of the EMSS/TMSS modules. CUSTOMER will not be required to pay another upgrade fee upon implementation of these modules. Current cost of Maintenance on these modules is EMSS $1,545 and TMSS $1,545 and are subject to change upon effective date. (2) P2k Maintenance rates will apply in the year of the upgrade. Rates used for all Maintenance charges quoted are based on current eP rates at time of signing and are subject to change upon renewal of current term July 1, 2010. There is an increase in maintenance fees with eP due to our having maintained the City on a legacy pricing schedule. All other terms; HIGH LINE agrees to provide Licensed Software Support and Maintenance services to CUSTOMER to coincide with the terms of the current Annual Service Agreement. Payment terms: License Fee - Due upon System Acceptance, N30 upon receipt of invoice. Part II — High Line's Windward Report Writer Item Fee Limited Volume Server Engine - 250 Reports/day: Production and est Server & One Autotag $3,990 HL Integration $2,500 Annual Maintenance $1,298 Total $7,788 Payment terms: License - 100% Due upon 1st software Installation, N30 upon receipt of invoice. Maintenance fees - Due upon 1St software installation and billed at the prevailing rate. Fee shall be pro- rated from install to coincide with the terms of the current Support agreement Jul 1— Jun 30, N30 upon receipt of invoice. Part III — Third Party Applications 9/29/2009 2 A) Oracle Application Specific Licensing The following additional Oracle Licensing was identified to be required during the eP Upgrade Project Launch Session: (1) This is the prevailing rate at time of Agreement preparation. Additional Third Party Software may be referred to in the Implementation Agreement, in which case the terms of the Implementation Agreement will supersede anything to the contrary in this Agreement. For the right to use Third Party Application Software programs, CUSTOMER agrees to execute the applicable Sub -License Agreement herein All Oracle costs are due N30 upon installation of software, or use of the software on the client's behalf and are subject to change according to the published Oracle Price List. Oracle Year 2 Maintenance fees are pro -rated to coincide with that of the Annual Service term of the Personality Maintenance. Part IV — ePersonality Upsrade Implementation Costs Tasks and Payment Terms: Phase A : Core P2K to eP Implementation 1. Software installation and acceptance test — 3 days. High Line Resource — Tech Consultant, remote. Cost - $3,000 payable upon software installation system acceptance. 2. Gap/fit session, including report —1 week. High Line Resource — Snr Consultant, on-site. Cost $7,500 payable upon software installation system acceptance. 3. Based on the results of the gap/fit session, confirm the eP Test Plan and acceptance criteria (for eP functionality only) that High Line will take responsibility for — estimated at 1 week elapsed time. High Line Resource(s) — combination of Snr Consultant and Project Account ManagerN.P Professional Services, remote. Estimated cost $3,000 payable on delivery of eP Test Plan acceptance criteria. 4. Test eP to according to the eP Test Plan specifications — amount of time to be confirmed based on items 1 and 2, but estimate 1 week each (2 weeks total). High Line Resource(s) — Snr Consultant/Implementation Specialist, remote. Estimated cost $9,500 payable on eP upgrade system acceptance (Task 5). 5. Train City staff on functioning system, gaining sign off based on the eP Test Plan acceptance criteria. High Line Resource — Snr Consultant, on-site. Estimated cost $7,500 payable on eP upgrade system acceptance of this task. 6. Project Account Management Assistance throughout — 3 days — Project Account Manager/V.P Professional Services, remote. Cost $4,500 payable upon software installation system acceptance. 9/29/2009 3 Oracle Licenses License Fee Annual Maint. Fee (1) Oracle Database Server — Standard Edition One, 5 named user licenses (for Test Environment) $550 $350 Oracle Application Server — Standard Edition One, 5 named user licenses (for Test Environment) $550 $350 TOTAL $1,100 " $700 (1) This is the prevailing rate at time of Agreement preparation. Additional Third Party Software may be referred to in the Implementation Agreement, in which case the terms of the Implementation Agreement will supersede anything to the contrary in this Agreement. For the right to use Third Party Application Software programs, CUSTOMER agrees to execute the applicable Sub -License Agreement herein All Oracle costs are due N30 upon installation of software, or use of the software on the client's behalf and are subject to change according to the published Oracle Price List. Oracle Year 2 Maintenance fees are pro -rated to coincide with that of the Annual Service term of the Personality Maintenance. Part IV — ePersonality Upsrade Implementation Costs Tasks and Payment Terms: Phase A : Core P2K to eP Implementation 1. Software installation and acceptance test — 3 days. High Line Resource — Tech Consultant, remote. Cost - $3,000 payable upon software installation system acceptance. 2. Gap/fit session, including report —1 week. High Line Resource — Snr Consultant, on-site. Cost $7,500 payable upon software installation system acceptance. 3. Based on the results of the gap/fit session, confirm the eP Test Plan and acceptance criteria (for eP functionality only) that High Line will take responsibility for — estimated at 1 week elapsed time. High Line Resource(s) — combination of Snr Consultant and Project Account ManagerN.P Professional Services, remote. Estimated cost $3,000 payable on delivery of eP Test Plan acceptance criteria. 4. Test eP to according to the eP Test Plan specifications — amount of time to be confirmed based on items 1 and 2, but estimate 1 week each (2 weeks total). High Line Resource(s) — Snr Consultant/Implementation Specialist, remote. Estimated cost $9,500 payable on eP upgrade system acceptance (Task 5). 5. Train City staff on functioning system, gaining sign off based on the eP Test Plan acceptance criteria. High Line Resource — Snr Consultant, on-site. Estimated cost $7,500 payable on eP upgrade system acceptance of this task. 6. Project Account Management Assistance throughout — 3 days — Project Account Manager/V.P Professional Services, remote. Cost $4,500 payable upon software installation system acceptance. 9/29/2009 3 7. NEOGOV interface - High Line will review the NEOGOV file layout information and advise the City on the recommended approach. We estimate 1/2 day's remote consulting will be required. Once an approach is agreed upon, High Line will estimate any additional costs involved if the City wishes us to assume responsibility for this task. Cost $750 payable when task completed. Phase B: EMSS and TMSS implementation 1. EMSS detailed analysis session, including report and system acceptance criteria. High Line Resource — Snr Consultant on-site 3 days, plus 2 day report and sign off on approach. Cost $7,500 payable upon delivery of report. 2. TMSS detailed analysis session, including report and system acceptance criteria: High Line Resource(s) — Professional Services Manager and Snr Consultant on-site 3 days, plus 2 days report and sign off on approach. Cost $16,500 payable upon delivery of report. 3. Set Up, testing and training (standard Quick Start approach) - the resources and time required will be confirmed during Tasks 1 and 2. High Line Resource(s) — Snr Consultant and implementation Specialist 4 weeks each, remote. Cost $38,000 payable upon system acceptance (Task 4). 4. System Acceptance sign off, on-site. High Line Resource — Snr Consultant 1 week. Cost $7,500 payable upon acceptance of this task. 5. Project Account Management Assistance throughout —1 week estimate — Project Account ManagerN.P. Professional Services, remote. Cost $7,500 payable upon project start (Task 1). Note - High Line has extended a cost reduction of $9,100 for Phase B tasks, to be deducted from payments due upon completion of Task 4, to recognize the City's investments in the past as well as to demonstrate the importance of our relationship. Standard Implementation Services Rates are: Resource On -Site Daily Rate Remote Daily Rate Sales Account Manager $1,800 $1,500 Project Account Manager $1,800 $1,500 Senior Application Consultant $1,500 $1,200 Implementation Specialist $800 .$700 Technical Consultant $1,200 $1,000 Programmer Analyst $1,200 $1,000 Payment Terms: Professional Services are billed bi-weekly on a time -spent basis: payment due N30 days. Project Account/Application Assistance is a flat fee for the duration of the Implementation and is billed in advance upon commencement of the project. All travel and reasonable out of pocket expenses necessarily and actually incurred by HIGH LINE will be passed through as incurred. 9/29/2009 4 In Witness whereof the parties have executed this Agreement as of the effective date stated herein. HIGH L t CORP 2ATION CITY OF ROUND ROCK PER: �( j PER: NAME: arl Niemuller NAME: TITLE: DATE: TITLE: President DATE: September 29, 2009 9/29/2009 5 Implementation Agreement Re: Agreement Addendum #090902 Page 1 of 12 THIS AGREEMENT made this 11th day of September, 2009. IMPLEMENTATION AGREEMENT WITH RESPECT TO LICENSE AGREEMENT ADDENDUM #090902 BETWEEN: HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario, Canada L3 R 9R6 (hereinafter referred to as HIGH LINE) and CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as CUSTOMER) 1 CONTEXT: 1.1 CUSTOMER has purchased a License to use HIGH LINE Licensed Software pursuant to a License Agreement Addendum #090902 dated September 11, 2009 between HIGH LINE and CUSTOMER ("License Agreement"). • 1.2 CUSTOMER has asked HIGH LINE to assist CUSTOMER with installation, implementation and training with respect to the Licensed Software. THEREFORE, HIGH LINE and CUSTOMER hereby agree as follows: 2 DEFINITIONS: In addition to any other terms defined in this Agreement, the following terms are defined for the purposes of this Agreement: 2.1 "Acceptance Criteria" are as defined in the Implementation Planning Report Document. 2.2 "Completion Dates" are as set out in the Implementation Planning Report Document. 2.3 "Deliverables" are as defined in the Implementation Planning Report Document. 2.4 "License Agreement" means the License Agreement between the parties described above. Implementation Agreement Re: Agreement Addendum #090902 Page 2 of 12 2.5 "Licensed Software" means the Licensed Software set out in the License Agreement. 2.6 "CUSTOMER Technical Environment" means the CUSTOMER hardware and software described in the Implementation Planning Report Document. 2.7 "Professional Services" means installation and implementation of the Licensed Software, and provision of training related to the Licensed Software, as outlined in the Implementation Planning Report Document. 2.8 "Implementation Planning Report Document" means the document prepared by HIGH LINE in consultation with the CUSTOMER outlining the manner in which the Professional Services will be completed which will be executed by HIGH LINE and the CUSTOMER contemporaneously with the execution of this Agreement. The Implementation Planning Report Document will not be a legally binding contract, except to the extent it contains definitions referred to in this Agreement or is incorporated into this Agreement in writing. A copy of the Implementation Planning Report Document is attached as Schedule I. 2.9 "Third Party Software" means Third Party Software identified in the License Agreement or Implementation Planning Report Document. 3. SERVICES, SCOPE AND DELIVERABLES: 3.1 The Professional Services shall commence upon execution of this Agreement and as set out in the Implementation Planning Report Document (the "Commencement Date"). 3.2 The scope of the Professional Services will include installation, testing and implementation of the Licensed Software, and training of CUSTOMER personnel, as requested by CUSTOMER and as outlined in the Implementation Planning Report Document. 3.3 The Deliverables and the Completion Dates will be as set out in the Implementation Planning Report Document . The Deliverables or Completion Dates or both may be amended from time to time by the written consent of both parties. 3.4 In the event that any change in: 3.4.1 the scope of the Professional Services as outlined in the Implementation Planning Report as amended from time to time, or 3.4.2 the Deliverables or the Completion Dates, is proposed by HIGH LINE or the CUSTOMER, or any such change is agreed to between HIGH LINE and the CUSTOMER, HIGH LINE shall be entitled to issue a change order in writing at any time thereafter and require that HIGH LINE and the CUSTOMER approve such change order in writing prior to HIGH LINE commencing or implementing such change in scope, Deliverables or Completion Dates. Any changes in scope, Deliverables or Completion Dates agreed to between HIGH LINE and the CUSTOMER, and any change orders so approved by HIGH LINE and the CUSTOMER, shall constitute an amendment to the Implementation Planning Document. HIGH LINE shall be entitled to insist upon approval in writing of change orders even if the change in question does not change any of the financial terms or timelines then in place between HIGH LINE and the CUSTOMER. Implementation Agreement Re: Agreement Addendum #090902 Page 3 of 12 3.5 In the event of any conflict between the terms of this Agreement and the terms of the License Agreement, the terms of this Agreement will prevail. 3.6 Maintenance, support and escrow provisions regarding the Licensed Software shall be dealt with in a separate agreement. 4. TIMELINESS OF PERFORMANCE: 4.1 In the event that any delays in meeting CUSTOMER's deadlines or Completion Dates are caused by the unacceptable performance of any HIGH LINE employee or any other cause within the reasonable control of HIGH LINE, HIGH LINE shall provide additional personnel in order to complete the assignment involved in a timely manner. However, HIGH LINE shall not be in any manner whatsoever responsible, liable or accountable for any additional costs, expenses, loss of profits, loss of opportunity or any other out of pocket expenses or economic losses of the CUSTOMER resulting from any delays of any kind which can be attributed to HIGH LINE. 4.2 In the event that there are any delays which are attributable to CUSTOMER or its employees, suppliers or contractors, then CUSTOMER shall reimburse HIGH LINE for all additional time or expenses incurred by HIGH LINE in accordance with the rates established in the License Agreement Addendum and the Schedules hereto or the Implementation Planning Report Document, as the case may be. 4.3 Neither party shall be responsible for any delays that are not due to such party's fault or negligence or that could not have been reasonably foreseen or provided against. In the event of any such delays, the Completion Dates shall be extended for the duration of' such delays. 5. INSTALLATION OF LICENSED SOFTWARE: 5.1 HIGH LINE shall deliver one complete working copy of the latest release version of the Licensed Software to CUSTOMER at its designated location within the timetable set out in Implementation Planning Report Document, after final execution of this Agreement by all parties and payment of any initial fees or deposits required by the License Agreement and the Implementation Planning Report Document. HIGH LINE will not be required to deliver source code for the Licensed Software. 5.2 Following delivery, HIGH LINE will install the Licensed Software on the Test System in accordance with the Implementation Planning Report Document. 5.3 "Installation" of the Licensed Software will be deemed to have been completed when a complete, working copy of the latest release version of the Licensed Software has been installed on the Test System and the Licensed Software have been tested and proven to work based upon test data supplied by HIGH LINE and in accordance with HIGH LINE's published specifications for the Licensed Software 5.4 CUSTOMER shall have seven days following notification from HIGH LINE that the Licensed Software has been Installed on the Test System to satisfy itself that one complete, working copy of the Licensed Software has been installed on the Test System. CUSTOMER shall be deemed to have fully accepted the Licensed Software as installed, unless CUSTOMER otherwise notifies Implementation Agreement Re: Agreement Addendum #090902 Page 4 of 12 HIGH LINE in writing within the seven days following notification of Installation. 6. IMPLEMENTATION AND TRAINING: 6.1 After completion of Installation, the Professional Services will proceed with the implementation and training set out in the Implementation Planning Document. 7. PROVISIONS RE: ALL PROFESSIONAL SERVICES: 7.1 Independent Contractor: HIGH LINE shall be an independent contractor. Neither HIGH LINE nor HIGH LINE's employees, suppliers or sub -contractors are or shall be deemed for any purpose to be employees of CUSTOMER. CUSTOMER shall not be responsible to HIGH LINE, HIGH LINE's employees or any governing body for any payroll -related taxes, benefits or worker's compensation of any kind related to the performance of the Professional Services. 7.2 Insurance: During the period commencing from the date HIGH LINE first renders Professional Services to CUSTOMER and for three months after completion of the Project, HIGH LINE will keep the following insurance coverages in force at its sole expense and will provide proof of coverage to CUSTOMER on request: Commercial general liability insurance, including broad -form property damage, non -owned or hired vehicles, and personal and bodily injury limits of not less than one million Canadian dollars per occurrence with CUSTOMER named as additional insured. 7.3 CUSTOMER shall not be liable for, and shall provide no insurance for, any loss or damage incurred by HIGH LINE or its employees, agents, agents, contractors or subcontractors or to equipment or property owned by HIGH LINE, regardless of whether such losses are insured by HIGH LINE. 7.4 High Line Personnel: HIGH LINE shall provide adequate staff to complete the Professional Services by the Completion Date. In the event that any HIGH LINE employee is found to be unacceptable to CUSTOMER (acting reasonably), CUSTOMER shall notify HIGH LINE of such fact and HIGH LINE shall immediately remove said employee and, if requested by CUSTOMER, provide a replacement acceptable to CUSTOMER, within five business days of said notice. 7.5 HIGH LINE shall use its best efforts to ensure the continuity of HIGH LINE employees assigned to the Professional Services. However, HIGH LINE may remove or reassign those of its employees assigned to perform services hereunder without prior notice to CUSTOMER and without CUSTOMER's prior consent. 7.6 Unless otherwise agreed to by the parties, HIGH LINE's personnel and subcontractors shall observe the rules and policies of CUSTOMER while working on CUSTOMER's premises. 7.7 Fees, Expenses and Records: HIGH LINE shall invoice CUSTOMER, bi-weekly in arrears, and CUSTOMER shall pay, the Professional Service Fees set out in the License Agreement Addendum Part IV Section B, plus any applicable taxes (on the "Service Fees"). In addition, HIGH LIICTE shall invoice CUSTOMER, and CUSTOMER shall pay HIGH LINE, bi-weekly in arrears for expenses incurred as a result of performing Professional Services. Such 7.8 Implementation Agreement Re: Agreement Addendum #090902 Page 5 of 12 expenses shall be limited to reasonable out-of-pocket expenses necessarily and actually incurred by HIGH LINE in the performance of its services hereunder, provided that: (i) expenses shall be within the limits set out in The Professional Service Fees of the License Agreement Addendum Part IV Section B, if so identified; (ii) any expense exceeding the estimated limits set out in The Professional Services Fees of the License Agreement Addendum Part IV Section B shall require CUSTOMER's prior consent for any such expenses in excess of $150.00 per item; (iii) expenses shall be detailed on a form acceptable to CUSTOMER and submitted to the appropriate CUSTOMER Project Manager for review and approval; and (iv) if requested by CUSTOMER, HIGH LINE shall submit supporting documentation in addition to the standard approved Expense Form. Additional supporting documentation may include: copy of Parking/toll receipts, copy Air Line Invoice/Itinerary, copy of Automobile rental receipt, and copy of Hotel receipt. 7.9 The charges and/or expenses invoiced in accordance with Articles 7.7 and 7.8, except for any amounts disputed by CUSTOMER, shall be paid by CUSTOMER to HIGH LINE within thirty days of the date of such invoice. Provided that if the parties are unable to agree on any amount invoiced within thirty days of date of invoice, HIGH LINE shall be entitled to withhold Professional Services until such time as the dispute has been settled. 7.10 CUSTOMER to Provide: In addition to anything else required under this Agreement, CUSTOMER shall provide the following services and support to HIGH LINE at no cost to HIGH LINE and at CUSTOMER's expense, or shall reimburse HIGH LINE's reasonable expenses in providing such support on CUSTOMER's behalf: 7.10.1 up-to-date copies of any Third Party Software required by the Implementation Planning Report Document with full and complete licenses and supporting documentation, including pre -paid technical support for the duration of the Professional Services; and 7.10.2 such other services or items as are required to be provided by the CUSTOMER in the Implementation Planning Report Document. 7.11 Disputes re: Acceptance Criteria: Any disputes between HIGH LINE and the CUSTOMER as to whether or not Acceptance Criteria have been satisfied will be dealt with through binding arbitration as set out below. 8. PROVISIONS RE: DELIVERABLES: 8.1 Acceptance of Deliverables: Each Deliverable shall be subject to acceptance review by CUSTOMER to verify that the Deliverable satisfies the Acceptance Criteria as developed jointly by HIGH LINE and CUSTOMER and outlined in the Implementation Planning Report Document and this Agreement. 8.2 Acceptance review for any Deliverable, as defined in the Implementation Planning Report Document, shall commence and be completed within five business days (or such longer period set out in the Implementation Planning Report Document) following the date on which HIGH LINE notifies CUSTOMER in writing that the Deliverable has been satisfactorily completed and is ready for acceptance review by CUSTOMER; provided that the commencement of the said five business days may be extended by CUSTOMER for a period of up to two weeks if the relevant CUSTOMER employee is on holidays, vacation or sick leave for the period of Implementation Agreement Re: Agreement Addendum #090902 Page 6 of 12 CUSTOMER's extension, provided that no extension beyond two weeks is permitted without HIGH LINE's prior approval. 8.3 If, in CUSTOMER's opinion acting reasonably, any Deliverable does not conform to the Acceptance Criteria, CUSTOMER shall give HIGH LINE five (5) business days written notice thereof. If CUSTOMER fails to give such notice within the said five business days (or such other period specified in the Implementation Planning Report Document) the Deliverable shall be deemed to have met the Acceptance Criteria. If CUSTOMER provides a notice of dissatisfaction with respect to any Deliverable, the parties shall work together to identify and correct any deficiencies. If, after reasonable effort by both parties, CUSTOMER (acting reasonably) is still unable to agree that a Deliverable proposed by HIGH LINE has met Acceptance Criteria, HIGH LINE may suspend delivery of the Services until the dispute has been settled. 8.4 HIGH LINE Representations and Warranties Re: Professional Services: Subject to Article 8.5 below, HIGH LINE hereby represents and warrants to CUSTOMER, with respect to the Professional Services and Deliverables set out in the Implementation Planning Report Document, that: 8.4.1 each of its employees assigned to perform Professional Services shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and that all work will be performed in accordance with this Agreement; and 8.4.2 for a period of ninety days following completion of the Professional Services as defined in the Implementation Planning Report Document, the Deliverables set out in the Implementation Planning Report Document shall perform substantially in accordance with the agreed specifications as set out in the Implementation Planning Report Document including the Acceptance Criteria. 8.5 The representations and warranties of HIGH LINE contained in Article 8.4 above: 8.5.1 are conditional upon CUSTOMER fulfilling all of its obligations under the terms of this Agreement, including payment of all fees and expenses, as they fall due; and 8.5.2 do not extend to, and HIGH LINE will not be responsible for, deficiencies attributable to Third Party Software, defects in CUSTOMER data, modifications made to the Deliverables by anyone other than HIGH LINE, or any other deficiency which is not directly related to work done by HIGH LINE in accordance with the Professional Services and Deliverables. 8.6 Maintenance and Support of Deliverables: HIGH LINE shall not be obligated .to maintain or support the Professional Services or the Deliverables set out in the Implementation Planning Report Document except (a) to the extent of any warranties with respect to the Professional Services as expressly set out in this Agreement or the Implementation Planning Report Document in writing; and (b) purely on a "time and materials" basis; and (c) as may be set out in a separate agreement between HIGH LINE and the CUSTOMER; provided that HIGH LINE will not be responsible for deficiencies attributable to Third Party Software, defects in Customer data, modifications made to the Deliverables by anyone other than HIGH LINE, or any other manner of thing which is not directly related to work done by HIGH LINE in accordance with the Professional Services and Deliverables. Implementation Agreement Re: Agreement Addendum #090902 Page 7 of 12 8.7 Source Code and Escrow: HIGH LINE shall not be obligated to place the source code of any Deliverables in escrow under the terms of the License Agreement, however HIGH LINE will be obligated to deliver source code to CUSTOMER for any Deliverables it elects not to place in escrow. 8.8 Ownership of Proprietary Marks or Data: Any CUSTOMER copyrighted or trademarked materials, and all CUSTOMER data, contained in any Deliverables, shall remain the property of CUSTOMER and HIGH LINE will hold all such property in confidence. 8.9 Ownership of Deliverables: Except as set out in Article 8.8, all Deliverables will be owned by HIGH LINE, but CUSTOMER shall be entitled to use same on a non-exclusive, perpetual basis on the same terms and conditions as are set out in the License Agreement, which prohibits directly or indirectly sublicensing any part of the Deliverables in any way. 9. TERMINATION OF TILE PROFESSIONAL SERVICES: 9.1 Except as may be otherwise expressly set out in this Agreement in writing, HIGH LINE may only terminate the Professional Services upon default by CUSTOMER under the terms of this Agreement, provided HIGH LINE complies with the termination procedure set out below. However, if the default in question is non-payment of any sum to be paid by CUSTOMER to HIGH LINE, then HIGH LINE may validly cease to provide any further Professional Services immediately upon such non-payment occurring and during any notice period or rectification period required by this Agreement. 9.2 Except as may be otherwise expressly set out in this Agreement in writing, CUSTOMER may only terminate the Professional Services upon default by HIGH LINE under the terms of this Agreement, provided CUSTOMER complies with the termination procedure set out below. 9.3 Either party may terminate the Professional Services in the circumstances set out in Article 5 with respect to Installation as set out in the Implementation Planning Report Document 9.4 In addition, in the event of default by either party under this Agreement, the other party may terminate the Professional Services by giving fourteen days' prior written notice of the party's intention to terminate the Professional Services at the end of the fourteen day notice period if the default is not rectified, which notice shall contain particulars of the default in question; provided, however, that the Professional Services part of this Agreement shall not terminate at the end of the fourteen days' notice period if the party in default has cured the default prior to the expiry of the said notice period. 9.5 Upon termination of the Professional Services for any reason, HIGH LINE shall be paid for all Professional Services provided, and shall be reimbursed for all expenses incurred at the rates agreed to and set out in the Implementation Planning Report Document up to and including the effective date of such termination without deduction or setoff of any kind whatsoever, without prejudice to any other rights, remedies or claims of the parties as between each other. 9.6 Under no circumstances will the failure of HIGH LINE to agree with the CUSTOMER with respect to any Deliverable, Completion Date, Acceptance Criteria, or employee related matter constitute a default by HIGH LINE. Implementation Agreement Re: Agreement Addendum #090902 Page 8 of 12 9.7 Except as set out in Article 5 or the Implementation Planning Report Document, termination of the Professional Services for any other reason shall not result in any termination of the License or affect the payment of License Fees which shall continue to be covered by the provisions of the License Agreement. 10. OTHER PROVISIONS: 10.1 Amendments: No amendment or alteration to the terms of this Agreement or the Implementation Planning Report Document shall be valid unless made in writing and executed by HIGH LINE and CUSTOMER. 10.2 Conflict with Implementation Planning Report Document: In the event of any conflict between the terms set out in the body of this Agreement and the Implementation Planning Report Document, the terms set out in the body of this Agreement will prevail. 10.3 Interdependence from License: Except as expressly set out in this Agreement or the License Agreement, any Professional Services acquired by CUSTOMER from HIGH LINE are deemed to have been bid and acquired separately from the License granted under this Agreement. 10.4 HIGH LINE Confidentiality: Except as directed by CUSTOMER, HIGH LINE and its employees, contractors and subcontractors shall not at any time during or after the term of this Agreement disclose any CUSTOMER confidential information or trade secrets to any person, or permit any person to examine and/or make copies of any reports or any documents prepared by HIGH LINE or that come into HIGH LINE's possession or under HIGH LINE's control by reason of HIGH LINE's Services, and upon termination of this Agreement, HIGH LINE will turn over to CUSTOMER all documents, papers and other property in HIGH LINE's possession or under HIGH LINE's control that contain or relate to CUSTOMER confidential information. CUSTOMER may require HIGH LINE and its employees or representatives to execute CUSTOMER's standard form confidentiality agreement, provided that such additional agreement shall not in any material manner be significantly more restrictive upon or detrimental to HIGH LINE than the obligations imposed upon HIGH LINE in this Agreement, and provided that in the event of any conflict between the terms of this Agreement and the terms of the said additional agreement the terms of this Agreement shall prevail. 10.5 CUSTOMER Non -Solicitation: For a period of at least one year after the later of initial installation of the Licensed Software and completion of the Professional Services, CUSTOMER shall not directly or indirectly hire, retain, solicit or attempt to solicit any employee or independent contractor of HIGH LINE for the purpose of employment or independent contract with CUSTOMER. Should CUSTOMER breach the provisions of this paragraph, then CUSTOMER shall pay HIGH LINE a minimum of one year's salary or compensation for the person in question as paid by HIGH LINE in the twelve months prior to the breach in question as a true pre -estimate of HIGH LINE's minimum damages in that regard and not as a penalty and without prejudice to any other rights and remedies available to HIGH LINE under this Agreement or at law. 10.6 EXCLUSION OF HIGH LINE'S LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES: HIGH LINE SHALL NOT BE LIABLE TO CUSTOMER OR ANY PERSON CLAIMING ON ITS BEHALF OR UNDER ITS RIGHTS FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES Implementation Agreement Re: Agreement Addendum #090902 Page 9 of 12 OR ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGES, AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR ANY WARRANTY, REGARDLESS OF WHETHER HIGH LINE WAS ADVISED OF, KNEW OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. HIGH LINE'S LIABILITY FOR ANY HIGH LINE BREACH OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO HIGH LINE FOR THE PRODUCT OR SERVICE IN QUESTION. 10.7 Taxes: In addition to the foregoing, CUSTOMER shall pay and remit the full amount of any sales, use, excise, VAT, GST or similar taxes applicable to any fee or sum payable by CUSTOMER to HIGH LINE under the terms of this Agreement, if any; or in lieu thereof, CUSTOMER shall provide HIGH LINE with a certificate acceptable to the taxing authorities in question exempting CUSTOMER from payment or remittance of these taxes. CUSTOMER shall pay and remit the full amount of any sales, use, excise, VAT, GST or similar taxes applicable to any fee or sum not payable by CUSTOMER to HIGH LINE under the terms of this Agreement to CUSTOMER's governing tax authority. 10.8 Enurement: This Agreement shall enure to the benefit of and be binding upon the parties' respective successors and permitted assigns. CUSTOMER shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of HIGH LINE (such consent not to be unreasonably withheld or delayed), and any such attempted assignment shall be void; provided that CUSTOMER may assign this Agreement, or any of its rights or obligations hereunder, upon prior written notice to HIGH LINE, to any of its subsidiaries or affiliated companies, or to a surviving corporation in a merger or consolidation to which CUSTOMER is a party, or to any person that acquires all or substantially all of CUSTOMER's capital stock or assets, without the consent of HIGH LINE as long as such assignee is not competing with HIGH LINE or proposing or planning to compete HIGH LINE in the development and sale of Licensed Software competitive with the Licensed Software forming the subject matter of this Agreement; provided. that CUSTOMER shall remain liable hereunder notwithstanding any. such assignment. 10.9 Notices: Any notices or communication under this Agreement shall be in writing and shall be hand delivered or sent by prepaid courier to the party receiving such communication at the address set out above, or such other address as a party may in the future specify to the other party; and shall be deemed received at the time the hand delivered or couriered copy is delivered or refused for delivery at the address specified. 1.0.10 Applicable Laws and Jurisdiction: This Agreement shall be governed by and construed exclusively in accordance with the laws of the City of New York, including the laws of the State of New York applicable therein. Any litigation between HIGH LINE and CUSTOMER arising out of this Agreement for any reason shall be subject to the arbitration clause set out below, and shall take place exclusively in the court of competent jurisdiction in the City of New York or the State of New York. The parties consent to the exclusive jurisdiction and venue of such courts and waive any defence or dispute that may be based upon such jurisdiction. Any litigation will be resolved in court (subject to the arbitration proceeding set out below), in a trial or hearing by judge or judges alone and without a jury; both parties waive any right to trial by jury. Nothing in this Agreement shall prevent either party from seeking injunctive relief or specific performance against the other (subject to the arbitration proceedings set out below). The costs of any litigationshall be in the discretion of the judge or judges hearing the matter, who shall be empowered to order either the party and party or the solicitor and own client costs of the Implementation Agreement Re: Agreement Addendum #090902 Page 10 of 12 successful party to be paid by the losing party. 10.11 Arbitration: In the event that any dispute shall occur among the parties to this Agreement with respect to any matter related to this Agreement which can not be resolved by the parties, including but not limited to the interpretation or application of any term of this Agreement, or the determination of whether any party is in default of their obligations under this Agreement, or the assessment of any damages suffered by any party as a result of a default by any other party under this Agreement, or whether any party has the right to terminate this Agreement or the License, or whether this Agreement or the License has been validly terminated pursuant to this Agreement, then the matter in dispute may be resolved by binding arbitration at the option of either party who may at any time require arbitration (including before or after the commencement of any litigation between the parties or before or after delivery of any written notice of termination) by hand delivering written notice of the requirement for arbitration (included a statement of the matter to be arbitrated) to the other party to this Agreement. Any such dispute shall be determined by a single arbitrator, if the parties are able to agree upon one. If the parties can not agree upon a single arbitrator within seven days following the receipt of the notice requiring arbitration, then the matter in dispute shall be determined by a panel of three arbitrators, one selected by HIGH LINE and one selected by CUSTOMER and the third selected by the two arbitrators already appointed, such selections to be made within fourteen days of receipt of the notice requiring arbitration. If the two selected arbitrators can not agree upon a third arbitrator, the third arbitrator shall be appointed by a judge of the Ontario Superior Court of Justice (General Division) upon the application of any party to the Agreement. The arbitration shall proceed in accordance with the provisions of the Arbitrations Act (Ontario), and shall take place in Toronto, Ontario, or such other place as the arbitrator or panel determine. The arbitrator (or panel, as the case may be), shall determine the manner, timing, nature and length of all submissions, provided that each party shall be accorded equal treatment, with the recipient of the arbitration notice having the right to go first and having the final right of rebuttal. The arbitrator (or panel, as the case may be) shall be asked to hear submissions and render his or her or their decision in writing within one month following the date of their appointment. The decision of the arbitrator (or panel, as the case may be) shall be fmal and binding and no party shall have rights of appeal. The costs of the arbitration, including the costs of the parties in the arbitration, shall be in the discretion of the arbitrator (or panel, as the case may be). 10.12 Currency: All sums set out in the Licence Agreement Addendum or in any Schedule hereto shall be in United States Dollars unless specifically stated otherwise. 10.13 Due Date: Unless otherwise agreed or specified, all HIGH LINE invoices shall be due and payable within thirty days of their issue date, and overdue invoices shall bear interest at the simple interest rate of 15% per year. 10.14 Forbearance: Failure of either party to exercise any right provided for herein, shall not be deemed to be a waiver of that or any other right hereunder. 10.15 Force Majeure: Dates and times of either party to perform their obligations under this Agreement shall be automatically postponed to the extent and for the period that the party in question is prevented from meeting their obligations for any reason or cause beyond their reasonable control, provided that the party in question notifies the other of the commencement and nature of such cause and uses its reasonable efforts to render performance in a timely manner. Implementation Agreement Re: Agreement Addendum 11090902 Page 11 of 12 10.16 Entire Agreement: This Agreement, the Schedules attached, and any addendum in writing executed by both parties, set forth the entire agreement between the parties as to the subject matter set out and may not be modified except by the written consent of both parties. The Implementation Planning Report Document shall not be a legally binding document except to the extent it is expressly incorporated into this Agreement in writing. HIGH LINE CORPORATION Karl Niemuller Name (typed or printed) President Title September 29, 2009 Date CITY OF ROUND ROCK Signed by Name (typed or printed) Title Date Implementation Agreement Re: Agreement Addendum #090902 Page 12 of 12 SCHEDULES Schedule I: Implementation Planning Report Document To be attached when completed and signed off herein. ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. Agenda Item No. 1061. City Council Agenda Summary Sheet Agenda Caption: Consider a resolution authorizing the Mayor to execute Addendum #100502 to the High Line Master Agreement, and to execute "Oracle Corporation Sub -License Agreement Addendum. Meeting Date: July 22, 2010 Department: Administration Staff Person making presentation: Daniel Saucedo Enterprise Applications Manager Item Summary: Due to the Human Resources Information System upgrade the City's Master Program software license fees and maintenance fees High Line require that the City migrate to these new licenses as of July 1, 2010. Strategic Plan Relevance: Goal 8. Objective 8.6 Develop management information systems that enhance interactions between employees, departments and customers to foster better communication. Cost: $23,250.00 Source of Funds: TBD Date of Public Hearing (if required): N/A Recommended Action: Approval of Resolution EXECUTED DOCUMENT FOLLOWS between: and: Dated this 17th Day of May, 2010 AGREEMENT ADDENDUM #100502 HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario L3R 9R6 Canada (hereinafter referred to as HIGH LINE) CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as CUSTOMER) This is an Addendum to the Master Program License and Annual Service Agreement #980301 between High Line Corporation and City of Round Rock. This document when duly signed by both parties will constitute an Agreement Addendum to the original agreements stated above. When in conflict with the original agreements, the terms and conditions of this Agreement Addendum shall prevail. TERMS AND CONDITIONS To add and modify Oracle Application Specific licenses for the ePersonality project with an effective date of October 1, 2010. Part I — Third Party Applications A) Oracle Application Specific Licensing Item Fee Oracle Database Server — Standard Edition One, 2 x Processor Licenses ($3,500/Processor) $7,000 Annual Maintenance Fee ($1,275 /Processor) $2,550 Oracle Internet Application Server — Standard Edition One, 2 x Processor License ($3,500/Processor) $7,000 Annual Maintenance Fee ($1,275/Processor) $2,550 Oracle Business Intelligence — Standard Edition, 10 x Named User Licenses ($300/User) $3,000 Annual Maintenance Fee ($115/User $1,150 Total $23,250 5/19/2010 1 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 Addendum. Payment terms: License fees - Due October 1, 2010, N30 upon receipt of invoice. Maintenance fees - Due October 1, 2010 and will be added to new Annual Support renewal/term, N30 upon receipt of invoice. In Witness whereof the parties have executed this Agreement as of the effective date stated herein. HIGH L 1 I RPO PER: NAME: ,t r TITLE:f',� DATE: TION CITY OF ROUND ROCK 5/19/2010 2 PER: NAME: /1y nil =6Tytt W TITLE: Minfy* DATE: (�i.IM— ZZ t)t (1 between: and: ORACLE CORPORATION SUB -LICENSE AGREEMENT Addendum #3 dated October 1, 2010 HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario Canada L3R 9R6 ( "Sub -licensor" ) CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 ( "Sub -licensee" ) This Sub -Licensee Agreement when fully executed forms an integral part of the "Program License Agreement Addendum" #031001 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, timesharing or rental of the Programs is prohibited; (iv) use to the Programs for any purpose outside the scope of the Program License Agreement Addendum #031001 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; (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; (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; (x) the Programs are not specifically developed of 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; Sublicense Agreement Page 1 of 3 (xi) Sub -licensee, while covered under an Annual Support Agreement with Sub -licensor as per Program License Agreement Addendum #031001 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 LINE 1 RPO Sign: Name: Karl iemuller Title: President Date: t C C.% CITY OF R D ROCK Sign: /L,------ Name: Title: Date: MAK rtN--(4--yttIA/ THIS AGREEMENT IS FOLLOWED BY EXHIBIT A. Sublicense Agreement Page 2 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 PROGRAMS and LICENSE TYPE as applicable: List below: • Oracle Database Server, Standard Edition- Processor License x 2 • Oracle Application Server, Java Edition — Processor License x 1 Note: 1 x Oracle Database Server, Standard Edition — Processor License shall be migrated from a 15 x Concurrent User Database, Standard edition at time of installation. Effective March 1, 2005- Cancel License and Support: • Oracle Application Server, Java Edition — Processor License x 1 Effective March 1, 2005 Upgrade License and Support to: • Oracle Application Server, Enterprise Edition — Processor License x 1 As per Addendum September 11, 2009 additional License and Support for: • Oracle Database Server — Standard Edition One, 5 named user licenses (for Test Environment) • Oracle Application Server — Standard Edition One, 5 named user licenses (for Test Environment) Effective October 1, 2010 - Cancel License and Support: • Oracle Application Server, Enterprise Edition — Processor License x 1 • Oracle Database Server, Standard Edition- Processor License x 2 • High Line Support for Oracle Reports x 1 As per Addendum October 1, 2010 additional License and Support for: • Oracle Database Server — Standard Edition One, 2 Processor licenses • Oracle Application Server — Standard Edition One, 2 Processor licenses • Oracle Business Intelligence — Standard Edition, 10 users Hardware / Operating System: Indicate System in use: Microsoft Windows NT IBM RS6000 AIX HP -UX SUN SOLARIS Designated Computer System: List Serial Numbers and Model): • 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 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. Sublicense Agreement - Exhibit "A" Page 3 of 3 between: and: Dated this 11th Day of September, 2009 AGREEMENT ADDENDUM #090902 HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario L3R 9R6 Canada (hereinafter referred to as HIGH LINE) CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as CUSTOMER) a EXHIBIT IA If This is an Addendum to the Master Program License and Annual Service Agreement #980301 and Addendum #031001 between High Line Corporation and City of Round Rock. This document when duly signed by both parties will constitute an Agreement Addendum to the original agreements stated above. When in conflict with the original agreements, the terms and conditions of this Agreement Addendum 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 1,000 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 Applications ePersonality Upgrade for the following modules covered under Annual Service Agreement('): 1 Module License Fee Maintenance Fee (2) Foundation $20,000 $3,865 Payroll $5,455 Benefits Administration $1,820 Attendance $1,820 Salary Administration $1,545 Forecasting & Costing $2,725 Recruiting $ 770 Safety & Health $ 770 opQhnno 1 Workflow Fee $1,545 Training & Development $ 770 Total Existing Modules $20,000 $19,905 Total $7,788 Additional Modules Time Management Self Service - TMSS (1) $8,000 $1,545 Employee and Manager Self Service - EMSS (1) $8,000 $1,545 Total $36,000 $22,995 (1) As stated in License Addendum #031001 HIGH LINE guarantees' Software Application License fees for eP modules EMSS ($8,000) & TMSS ($8,000). The cost of these licenses has not been paid at the time this agreement has been prepared and the CUSTOMER is required to pay for these modules upon System Acceptance of the EMSS/TMSS modules. CUSTOMER will not be required to pay another upgrade fee upon implementation of these modules. Current cost of Maintenance on these modules is EMSS $1,545 and TMSS $1,545 and are subject to change upon effective date. (2) P2k Maintenance rates will apply in the year of the upgrade. Rates used for all Maintenance charges quoted are based on current eP rates at time of signing and are subject to change upon renewal of current term July 1, 2010. There is an increase in maintenance fees with eP due to our having maintained the City on a legacy pricing schedule. All other terms; HIGH LINE agrees to provide Licensed Software Support and Maintenance services to CUSTOMER to coincide with the terms of the current Annual Service Agreement. Payment terms: License Fee - Due upon System Acceptance, N30 upon receipt of invoice. Part 11 — High 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 Annual Maintenance $1,298 Total $7,788 Payment terms: License - 100% Due upon 1st software Installation, N30 upon receipt of invoice. Maintenance fees - Due upon 1St software installation and billed at the prevailing rate. Fee shall be pro- rated from install to coincide with the terms of the current Support agreement Jul 1— Jun 30, N30 upon receipt of invoice. Part III — Third Party Applications 9/29/2009 2 A) Oracle Application Specific Licensing The following additional Oracle Licensing was identified to be required during the eP Upgrade Project Launch Session: (1) This is the prevailing rate at time of Agreement preparation. Additional Third Party Software may be referred to in the Implementation Agreement, in which case the terms of the Implementation Agreement will supersede anything to the contrary in this Agreement. For the right to use Third Party Application Software programs, CUSTOMER agrees to execute the applicable Sub -License Agreement herein All Oracle costs are due N30 upon installation of software, or use of the software on the client's behalf and are subject to change according to the published Oracle Price List. Oracle Year 2 Maintenance fees are pro -rated to coincide with that of the Annual Service term of the Personality Maintenance. Part IV — ePersonality Upgrade Implementation Costs Tasks and Payment Terms: Phase A : Core P2K to eP Implementation 1. Software installation and acceptance test — 3 days. High Line Resource — Tech Consultant, remote. Cost - $3,000 payable upon software installation system acceptance. 2. Gap/fit session, including report —1 week. High Line Resource — Snr Consultant, on-site. Cost $7,500 payable upon software installation system acceptance. 3. Based on the results of the gap/fit session, confirm the eP Test Plan and acceptance criteria (for eP functionality only) that High Line will take responsibility for — estimated at 1 week elapsed time. High Line Resource(s) — combination of Snr Consultant and Project Account ManagerN.P Professional Services, remote. Estimated cost $3,000 payable on delivery of eP Test Plan acceptance criteria. 4. Test eP to according to the eP Test Plan specifications — amount of time to be confirmed based on items 1 and 2, but estimate 1 week each (2 weeks total). High Line Resource(s) — Snr Consultant/Implementation Specialist, remote. Estimated cost $9,500 payable on eP upgrade system acceptance (Task 5). 5. Train City staff on functioning system, gaining sign off based on the eP Test Plan acceptance criteria. High Line Resource — Snr Consultant, on-site. Estimated cost $7,500 payable on eP upgrade system acceptance of this task. 6. Project Account Management Assistance throughout — 3 days — Project Account ManagerN.P Professional Services, remote. Cost $4,500 payable upon software installation system acceptance. 9/29/2009 3 Oracle Licenses License Fee Annual Maint. Fee (1) Oracle Database Server — Standard Edition One, 5 named user licenses (for Test Environment) $550 $350 Oracle Application Server — Standard Edition One, 5 named user licenses (for Test Environment) $550 $350 TOTAL $1,100 $700 (1) This is the prevailing rate at time of Agreement preparation. Additional Third Party Software may be referred to in the Implementation Agreement, in which case the terms of the Implementation Agreement will supersede anything to the contrary in this Agreement. For the right to use Third Party Application Software programs, CUSTOMER agrees to execute the applicable Sub -License Agreement herein All Oracle costs are due N30 upon installation of software, or use of the software on the client's behalf and are subject to change according to the published Oracle Price List. Oracle Year 2 Maintenance fees are pro -rated to coincide with that of the Annual Service term of the Personality Maintenance. Part IV — ePersonality Upgrade Implementation Costs Tasks and Payment Terms: Phase A : Core P2K to eP Implementation 1. Software installation and acceptance test — 3 days. High Line Resource — Tech Consultant, remote. Cost - $3,000 payable upon software installation system acceptance. 2. Gap/fit session, including report —1 week. High Line Resource — Snr Consultant, on-site. Cost $7,500 payable upon software installation system acceptance. 3. Based on the results of the gap/fit session, confirm the eP Test Plan and acceptance criteria (for eP functionality only) that High Line will take responsibility for — estimated at 1 week elapsed time. High Line Resource(s) — combination of Snr Consultant and Project Account ManagerN.P Professional Services, remote. Estimated cost $3,000 payable on delivery of eP Test Plan acceptance criteria. 4. Test eP to according to the eP Test Plan specifications — amount of time to be confirmed based on items 1 and 2, but estimate 1 week each (2 weeks total). High Line Resource(s) — Snr Consultant/Implementation Specialist, remote. Estimated cost $9,500 payable on eP upgrade system acceptance (Task 5). 5. Train City staff on functioning system, gaining sign off based on the eP Test Plan acceptance criteria. High Line Resource — Snr Consultant, on-site. Estimated cost $7,500 payable on eP upgrade system acceptance of this task. 6. Project Account Management Assistance throughout — 3 days — Project Account ManagerN.P Professional Services, remote. Cost $4,500 payable upon software installation system acceptance. 9/29/2009 3 7. NEOGOV interface - High Line will review the NEOGOV file layout information and advise the City on the recommended approach. We estimate 1/2 day's remote consulting will be required. Once an approach is agreed upon, High Line will estimate any additional costs involved if the City wishes us to assume responsibility for this task. Cost $750 payable when task completed. Phase B: EMSS and TMSS implementation 1. EMSS detailed analysis session, including report and system acceptance criteria. High Line Resource — Snr Consultant on-site 3 days, plus 2 day report and sign off on approach. Cost $7,500 payable upon delivery of report. 2. TMSS detailed analysis session, including report and system acceptance criteria. High Line Resource(s) — Professional Services Manager and Snr Consultant on-site 3 days, plus 2 days report and sign off on approach. Cost $16,500 payable upon delivery of report. 3. Set Up, testing and training (standard Quick Start approach) - the resources and time required will be confirmed during Tasks 1 and 2. High Line Resource(s) — Snr Consultant and Implementation Specialist 4 weeks each, remote. Cost $38,000 payable upon system acceptance (Task 4). 4. System Acceptance sign off, on-site. High Line Resource — Snr Consultant 1 week. Cost $7,500 payable upon acceptance of this task. 5. Project Account Management Assistance throughout —1 week estimate — Project Account ManagerN.P. Professional Services, remote. Cost $7,500 payable upon project start (Task 1). Note - High Line has extended a cost reduction of $9,100 for Phase B tasks, to be deducted from payments due upon completion of Task 4, to recognize the City's investments in the past as well as to demonstrate the importance of our relationship. Standard Implementation Services Rates are: Resource On -Site Daily Rate Remote Daily Rate Sales Account Manager $1,800 $1,500 Project Account Manager $1,800 $1,500 Senior Application Consultant $1,500 $1,200 Implementation Specialist $800 $700 Technical Consultant $1,200 $1,000 Programmer Analyst $1,200 $1,000 Payment Terms: Professional Services are billed bi-weekly on a time -spent basis: payment due N30 days. Project Account/Application Assistance is a flat fee for the duration of the Implementation and is billed in advance upon commencement of the project. All travel and reasonable out of pocket expenses necessarily and actually incurred by HIGH LINE will be passed through as incurred. 9/29/2009 4 In Witness whereof the parties have executed this Agreement as of the effective date stated herein. HIGH L CORPTION CITY OF ROUND ROCK PER: j '� PER: NAME: arl Niemuller NAME: TITLE: DATE: TITLE: President DATE: September 29, 2009 9/29/2009 5 Implementation Agreement Re: Agreement Addendum #090902 Page 1 of 12 THIS AGREEMENT made this 11th day of September, 2009. IMPLEMENTATION AGREEMENT WITH RESPECT TO LICENSE AGREEMENT ADDENDUM #090902 BETWEEN: HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario, Canada L3R 9R6 (hereinafter referred to as HIGH LINE) and CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as CUSTOMER) 1 CONTEXT: 1.1 CUSTOMER has purchased a License to use HIGH LINE Licensed Software pursuant to a License Agreement Addendum #090902 dated September 11, 2009 between HIGH LINE and CUSTOMER ("License Agreement"). 1.2 CUSTOMER has asked HIGH LINE to assist CUSTOMER with installation, implementation and training with respect to the Licensed Software. THEREFORE, HIGH LINE and CUSTOMER hereby agree as follows: 2 DEFINITIONS: In addition to any other terms defined in this Agreement, the following terms are defined for the purposes of this Agreement: 2.1 "Acceptance Criteria" are as defined in the Implementation Planning Report Document. 2.2 "Completion Dates" are as set out in the Implementation Planning Report Document. 2.3 "Deliverables" are as defined in the Implementation Planning Report Document. 2.4 "License Agreement" means the License Agreement between the parties described above. Implementation Agreement Re: Agreement Addendum #090902 Page 2 of 12 2.5 "Licensed Software" means the Licensed Software set out in the License Agreement. 2.6 "CUSTOMER Technical Environment" means the CUSTOMER hardware and software described in the Implementation Planning Report Document. 2.7 "Professional Services" means installation and implementation of the Licensed Software, and provision of training related to the Licensed Software, as outlined in the Implementation Planning Report Document. 2.8 "Implementation Planning Report Document" means the document prepared by HIGH LINE in consultation with the CUSTOMER outlining the manner in which the Professional Services will be completed which will be executed by HIGH LINE and the CUSTOMER contemporaneously with the execution of this Agreement. The Implementation Planning Report Document will not be a legally binding contract, except to the extent it contains definitions referred to in this Agreement or is incorporated into this Agreement in writing. A copy of the Implementation Planning Report Document is attached as Schedule I. 2.9 "Third Party Software" means Third Party Software identified in the License Agreement or Implementation Planning Report Document. 3. SERVICES, SCOPE AND DELIVERABLES: 3.1 The Professional Services shall commence upon execution of this Agreement and as set out in the Implementation Planning Report Document (the "Commencement Date"). 3.2 The scope of the Professional Services will include installation, testing and implementation of the Licensed Software, and training of CUSTOMER personnel, as requested by CUSTOMER and as outlined in the Implementation Planning Report Document. 3.3 The Deliverables and the Completion Dates will be as set out in the Implementation Planning Report Document . The Deliverables or Completion Dates or both may be amended from time to time by the written consent of both parties. 3.4 In the event that any change in: 3.4.1 the scope of the Professional Services as outlined in the Implementation Planning Report as amended from time to time, or 3.4.2 the Deliverables or the Completion Dates, is proposed by HIGH LINE or the CUSTOMER, or any such change is agreed to between HIGH LINE and the CUSTOMER, HIGH LINE shall be entitled to issue a change order in writing at any time thereafter and require that HIGH LINE and the CUSTOMER approve such change order in writing prior to HIGH LINE commencing or implementing such change in scope, Deliverables or Completion Dates. Any changes in scope, Deliverables or Completion Dates agreed to between HIGH LINE and the CUSTOMER, and any change orders so approved by HIGH LINE and the CUSTOMER, shall constitute an amendment to the Implementation Planning Document. HIGH LINE shall be entitled to insist upon approval in writing of change orders even if the change in question does not change any of the financial terms or timelines then in place between HIGH LINE and the CUSTOMER. Implementation Agreement Re: Agreement Addendum #090902 Page 3 of 12 3.5 In the event of any conflict between the terms of this Agreement and the terms of the License Agreement, the terms of this Agreement will prevail. 3.6 Maintenance, support and escrow provisions regarding the Licensed Software shall be dealt with in a separate agreement. 4. TIMELINESS OF PERFORMANCE: 4.1 In the event that any delays in meeting CUSTOMER's deadlines or Completion Dates are caused by the unacceptable performance of any HIGH LINE employee or any other cause within the reasonable control of HIGH LINE, HIGH LINE shall provide additional personnel in order to complete the assignment involved in a timely manner. However, HIGH LINE shall not be in any manner whatsoever responsible, liable or accountable for any additional costs, expenses, loss of profits, loss of opportunity or any other out of pocket expenses or economic losses of the CUSTOMER resulting from any delays of any kind which can be attributed to HIGH LINE. 4.2 In the event that there are any delays which are attributable to CUSTOMER or its employees, suppliers or contractors, then CUSTOMER shall reimburse HIGH LINE for all additional time or expenses incurred by HIGH LINE in accordance with the rates established in the License Aueement Addendum and the Schedules hereto or the Implementation Planning Report Document, as the case may be. 4.3 Neither party shall be responsible for any delays that are not due to such party's fault or negligence or that could not have been reasonably foreseen or provided against. In the event of any such delays, the Completion Dates shall be extended for the duration of such delays. 5. INSTALLATION OF LICENSED SOFTWARE: 5.1 HIGH LINE shall deliver one complete working copy of the latest release version of the Licensed Software to CUSTOMER at its designated location within the timetable set out in Implementation Planning Report Document, after final execution of this Agreement by all parties and payment of any initial fees or deposits required by the License Agreement and the Implementation Planning Report Document. HIGH LINE will not be required to deliver source code for the Licensed Software. 5.2 Following delivery, HIGH LINE will install the Licensed Software on the Test System in accordance with the Implementation Planning Report Document. 5.3 "Installation" of the Licensed Software will be deemed to have been completed when a complete, working copy of the latest release version of the Licensed Software has been installed on the Test System and the Licensed Software have been tested and proven to work based upon test data supplied by HIGH LINE and in accordance with HIGH LINE's published specifications for the Licensed Software. 5.4 CUSTOMER shall have seven days following notification from HIGH LINE that the Licensed Software has been Installed on the Test System to satisfy itself that one complete, working copy of the Licensed Software has been installed on the Test System. CUSTOMER shall be deemed to have fully accepted the Licensed Software as installed, unless CUSTOMER otherwise notifies Implementation Agreement Re: Agreement Addendum #090902 Page 4 of 12 HIGH LINE in writing within the seven days following notification of Installation. 6. IMPLEMENTATION AND TRAINING: 6.1 After completion of Installation, the Professional Services will proceed with the implementation and training set out in the Implementation Planning Document. 7. PROVISIONS RE: ALL PROFESSIONAL SERVICES: 7.1 Independent Contractor: HIGH LINE shall be an independent contractor. Neither HIGH LINE nor HIGH LINE's employees, suppliers or sub -contractors are or shall be deemed for any purpose to be employees of CUSTOMER. CUSTOMER shall not be responsible to HIGH LINE, HIGH LINE's employees or any governing body for any payroll -related taxes, benefits or worker's compensation of any kind related to the performance of the Professional Services. 7.2 Insurance: During the period commencing from the date HIGH LINE first renders Professional Services to CUSTOMER and for three months after completion of the Project, HIGH LINE will keep the following insurance coverages in force at its sole expense and will provide proof of coverage to CUSTOMER on request: Commercial general liability insurance, including broad -form property damage, non -owned or hired vehicles, and personal and bodily injury limits of not less than one million Canadian dollars per occurrence with CUSTOMER named as additional insured. 7.3 CUSTOMER shall not be liable for, and shall provide no insurance for, any loss or damage incurred by HIGH LINE or its employees, agents, agents, contractors or subcontractors or to equipment or property owned by HIGH LINE, regardless of whether such losses are insured by HIGH LINE. 7.4 High Line Personnel: HIGH LINE shall provide adequate staff to complete the Professional Services by the Completion Date. In the event that any HIGH LINE employee is found to be unacceptable to CUSTOMER (acting reasonably), CUSTOMER shall notify HIGH LINE of such fact and HIGH LINE shall immediately remove said employee and, if requested by CUSTOMER, provide a replacement acceptable to CUSTOMER, within five business days of said notice. 7.5 HIGH LINE shall use its best efforts to ensure the continuity of HIGH LINE employees assigned to the Professional Services. However, HIGH LINE may remove or reassign those of its employees assigned to perform services hereunder without prior notice to CUSTOMER and without CUSTOMER's prior consent. 7.6 Unless otherwise agreed to by the parties, HIGH LINE's personnel and subcontractors shall observe the rules and policies of CUSTOMER while working on CUSTOMER's premises. 7.7 Fees, Expenses and Records: HIGH LINE shall invoice CUSTOMER, bi-weekly in arrears, and CUSTOMER shall pay, the Professional Service Fees set out in the License Agreement Addendum Part IV Section B, plus any applicable taxes (on the "Service Fees"). 7.8 In addition, HIGH LINE shall invoice CUSTOMER, and CUSTOMER shall pay HIGH LINE, bi-weekly in arrears for expenses incurred as a result of performing Professional Services. Such Implementation Agreement Re: Agreement Addendum #090902 Page 5 of 12 expenses shall be limited to reasonable out-of-pocket expenses necessarily and actually incurred by HIGH LINE in the performance of its services hereunder, provided that: (i) expenses shall be within the limits set out in The Professional Service Fees of the License Agreement Addendum Part IV Section B, if so identified; (ii) any expense exceeding the estimated limits set out in The Professional Services Fees of the License Agreement Addendum Part IV Section B shall require CUSTOMER's prior consent for any such expenses in excess of $150.00 per item; (iii) expenses shall be detailed on a form acceptable to CUSTOMER and submitted to the appropriate CUSTOMER Project Manager for review and approval; and (iv) if requested by CUSTOMER, HIGH LINE shall submit supporting documentation in addition to the standard approved Expense Form. Additional supporting documentation may include: copy of Parking/toll receipts, copy Air Line Invoice/Itinerary, copy of Automobile rental receipt, and copy of Hotel receipt. 7.9 The charges and/or expenses invoiced in accordance with Articles 7.7 and 7.8, except for any amounts disputed by CUSTOMER, shall be paid by CUSTOMER to HIGH LINE within thirty days of the date of such invoice. Provided that if the parties are unable to agree on any amount invoiced within thirty days of date of invoice, HIGH LINE shall be entitled to withhold Professional Services until such time as the dispute has been settled. 7.10 CUSTOMER to Provide: In addition to anything else required under this Agreement, CUSTOMER shall provide the following services and support to HIGH LINE at no cost to HIGH LINE and at CUSTOMER's expense, or shall reimburse HIGH LINE's reasonable expenses in providing such support on CUSTOMER's behalf: 7.10.1 up-to-date copies of any Third Party Software required by the Implementation Planning Report Document with full and complete licenses and supporting documentation, including pre -paid technical support for the duration of the Professional Services; and 7.10.2 such other services or items as are required to be provided by the CUSTOMER in the Implementation Planning Report Document. 7.11 Disputes re: Acceptance Criteria: Any disputes between HIGH LINE and the CUSTOMER as to whether or not Acceptance Criteria have been satisfied will be dealt with through binding arbitration as set out below. 8. PROVISIONS RE: DELIVERABLES: 8.1 Acceptance of Deliverables: Each Deliverable shall be subject to acceptance review by CUSTOMER to verify that the Deliverable satisfies the Acceptance Criteria as developed jointly by HIGH LINE and CUSTOMER and outlined in the Implementation Planning Report Document and this Agreement. 8.2 Acceptance review for any Deliverable, as defined in the Implementation Planning Report Document, shall commence and be completed within five business days (or such longer period set out in the Implementation Planning Report Document) following the date on which HIGH LINE notifies CUSTOMER in writing that the Deliverable has been satisfactorily completed and is ready for acceptance review by CUSTOMER; provided that the commencement of the said five business days may be extended by CUSTOMER for a period of up to two weeks if the relevant CUSTOMER employee is on holidays, vacation or sick leave for the period of Implementation Agreement Re: Agreement Addendum #090902 Page 6 of 12 CUSTOMER's extension, provided that no extension beyond two weeks is permitted without HIGH LINE's prior approval. 8.3 If, in CUSTOMER's opinion acting reasonably, any Deliverable does not conform to the Acceptance Criteria, CUSTOMER shall give HIGH LINE five (5) business days written notice thereof. If CUSTOMER fails to give such notice within the said five business days (or such other period specified in the Implementation Planning Report Document) the Deliverable shall be deemed to have met the Acceptance Criteria. If CUSTOMER provides a notice of dissatisfaction with respect to any Deliverable, the parties shall work together to identify and correct any deficiencies. If, after reasonable effort by both parties, CUSTOMER (acting reasonably) is still unable to agree that a Deliverable proposed by HIGH LINE has met Acceptance Criteria, HIGH LINE may suspend delivery of the Services until the dispute has been settled. 8.4 HIGH LINE Representations and Warranties Re: Professional Services: Subject to Article 8.5 below, HIGH LINE hereby represents and warrants to CUSTOMER, with respect to the Professional Services and Deliverables set out in the Implementation Planning Report Document, that: 8.4.1 each of its employees assigned to perform Professional Services shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and that all work will be performed in accordance with this Agfeement; and 8.4.2 for a period of ninety days following completion of the Professional Services as defined in the Implementation Planning Report Document, the Deliverables set out in the Implementation Planning Report Document shall perform substantially in accordance with the agreed specifications as set out in the Implementation Planning Report Document including the Acceptance Criteria. 8.5 The representations and warranties of HIGH LINE contained in Article 8.4 above: 8.5.1 are conditional upon CUSTOMER fulfilling all of its obligations under the terms of this Agreement, including payment of all fees and expenses, as they fall due; and 8.5.2 do not extend to, and HIGH LINE will not be responsible for, deficiencies attributable to Third Party Software, defects in CUSTOMER data, modifications made to the Deliverables by anyone other than HIGH LINE, or any other deficiency which is not directly related to work done by HIGH LINE in accordance with the Professional Services and Deliverables. 8.6 Maintenance and Support of Deliverables: HIGH LINE shall not be obligated to maintain or support the Professional Services or the Deliverables set out in the Implementation Planning Report Document except (a) to the extent of any warranties with respect to the Professional Services as expressly set out in this Agreement or the Implementation Planning Report Document in writing; and (b) purely on a "time and materials" basis; and (c) as may be set out in a separate agreement between HIGH LINE and the CUSTOMER; provided that HIGH LINE will not be responsible for deficiencies attributable to Third Party Software, defects in Customer data, modifications made to the Deliverables by anyone other than HIGH LINE, or any other manner of thing which is not directly related to work done by HIGH LINE in accordance with the Professional Services and Deliverables. Implementation Agreement Re: Agreement Addendum #090902 Page 7 of 12 8.7 Source Code and Escrow: HIGH LINE shall not be obligated to place the source code of any Deliverables in escrow under the terms of the License Agreement, however HIGH LINE will be obligated to deliver source code to CUSTOMER for any Deliverables it elects not to place in escrow. 8.8 Ownership of Proprietary Marks or Data: Any CUSTOMER copyrighted or trademarked materials, and all CUSTOMER data, contained in any Deliverables, shall remain the property of CUSTOMER and HIGH L1NE will hold all such property in confidence. 8.9 Ownership of Deliverables: Except as set out in Article 8.8, all Deliverables will be owned by HIGH LINE, but CUSTOMER shall be entitled to use same on a non-exclusive, perpetual basis on the same terms and conditions as are set out in the License Agreement, which prohibits directly or indirectly sublicensing any part of the Deliverables in any way. 9. TERMINATION OF THE PROFESSIONAL SERVICES: 9.1 Except as may be otherwise expressly set out in this Agreement in writing, HIGH LINE may only terminate the Professional Services upon default by CUSTOMER under the terms of this Agreement, provided HIGH LINE complies with the termination procedure set out below. However, if the default in question is non-payment of any sum to be paid by CUSTOMER to HIGH LINE, then HIGH LINE may validly cease to provide any further Professional Services immediately upon such non-payment occurring and during any notice period or rectification period required by this Agreement. 9.2 Except as may be otherwise expressly set out in this Agreement in writing, CUSTOMER may only terminate the Professional Services upon default by HIGH LINE under the terms of this Agreement, provided CUSTOMER complies with the termination procedure set out below. 9.3 Either party may terminate the Professional Services in the circumstances set out in Article 5 with respect to Installation as set out in the Implementation Planning Report Document 9.4 In addition, in the event of default by either party under this Agreement, the other party may terminate the Professional Services by giving fourteen days' prior written notice of the party's intention to terminate the Professional Services at the end of the fourteen day notice period if the default is not rectified, which notice shall contain particulars of the default in question; provided, however, that the Professional Services part of this Agreement shall not terminate at the end of the fourteen days' notice period if the party in default has cured the default prior to the expiry of the said notice period. 9.5 Upon termination of the Professional Services for any reason, HIGH LINE shall be paid for all Professional Services provided, and shall be reimbursed for all expenses incurred at the rates agreed to and set out in the Implementation Planning Report Document up to and including the effective date of such termination without deduction or setoff of any kind whatsoever, without prejudice to any other rights, remedies or claims of the parties as between each other. 9.6 Under no circumstances will the failure of HIGH L1NE to agree with the CUSTOMER with respect to any Deliverable, Completion Date, Acceptance Criteria, or employee related matter constitute a default by HIGH LINE. Implementation Agreement Re: Agreement Addendum #090902 Page 8 of 12 9.7 Except as set out in Article 5 or the Implementation Planning Report Document, termination of the Professional Services for any other reason shall not result in any termination of the License or affect the payment of License Fees which shall continue to be covered by the provisions of the License Agreement. 10. OTHER PROVISIONS: 10.1 Amendments: No amendment or alteration to the terms of this Agreement or the Implementation Planning Report Document shall be valid unless made in writing and executed by HIGH LINE and CUSTOMER. 10.2 Conflict with Implementation Planning Report Document: In the event of any conflict between the terms set out in the body of this Agreement and the Implementation Planning Report Document, the terms set out in the body of this Agreement will prevail. 10.3 Interdependence from License: Except as expressly set out in this Agreement or the License Agreement, any Professional Services acquired by CUSTOMER from HIGH LINE are deemed to have been bid and acquired separately from the License granted under this Agreement. 10.4 HIGH LINE Confidentiality: Except as directed by CUSTOMER, HIGH LINE and its employees, contractors and subcontractors shall not at any time during or after the term of this Agreement disclose any CUSTOMER confidential information or trade secrets to any person, or permit any person to examine and/or make copies of any reports or any documents prepared by HIGH LINE or that come into HIGH LINE's possession or under HIGH LINE's control by reason of HIGH LINE's Services, and upon termination of this Agreement, HIGH LINE will turn over to CUSTOMER all documents, papers and other property in HIGH LINE's possession or under HIGH LINE's control that contain or relate to CUSTOMER confidential information. CUSTOMER may require HIGH LINE and its employees or representatives to execute CUSTOMER's standard form confidentiality agreement, provided that such additional agreement shall not in any material manner be significantly more restrictive upon or detrimental to HIGH LINE than the obligations imposed upon HIGH LINE in this Agreement, and provided that in the event of any conflict between the terms of this Agreement and the terms of the said additional agreement the terms of this Agreement shall prevail. 10.5 CUSTOMER Non -Solicitation: For a period of at least one year after the later of initial installation of the Licensed Software and completion of the Professional Services, CUSTOMER shall not directly or indirectly hire, retain, solicit or attempt to solicit any employee or independent contractor of HIGH LINE for the purpose of employment or independent contract with CUSTOMER. Should CUSTOMER breach the provisions of this paragraph, then CUSTOMER shall pay HIGH LINE a minimum of one year's salary or compensation for the person in question as paid by HIGH LINE in the twelve months prior to the breach in question as a true pre -estimate of HIGH LINE's minimum damages in that regard and not as a penalty and without prejudice to any other rights and remedies available to HIGH LINE under this Agreement or at law. 10.6 EXCLUSION OF HIGH LINE'S LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES: HIGH LINE SHALL NOT BE LIABLE TO CUSTOMER OR ANY PERSON CLAIMING ON ITS BEHALF OR UNDER ITS RIGHTS FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES Implementation Agreement Re: Agreement Addendum #090902 Page 9 of 12 OR ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGES, AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR ANY WARRANTY, REGARDLESS OF WHETHER HIGH LINE WAS ADVISED OF, KNEW OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. HIGH LINE'S LIABILITY FOR ANY HIGH LINE BREACH OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO HIGH LINE FOR THE PRODUCT OR SERVICE IN QUESTION. 10.7 Taxes: In addition to the foregoing, CUSTOMER shall pay and remit the full amount of any sales, use, excise, VAT, GST or similar taxes applicable to any fee or sum payable by CUSTOMER to HIGH LINE under the terms of this Agreement, if any; or in lieu thereof, CUSTOMER shall provide HIGH LINE with a certificate acceptable to the taxing authorities in question exempting CUSTOMER from payment or remittance of these taxes. CUSTOMER shall pay and remit the full amount of any sales, use, excise, VAT, GST or similar taxes applicable to any fee or sum not payable by CUSTOMER to HIGH LINE under the terms of this Agreement to CUSTOMER's governing tax authority. 10.8 Enurement: This Agreement shall enure to the benefit of and be binding upon the parties' respective successors and permitted assigns. CUSTOMER shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of HIGH LINE (such consent not to be unreasonably withheld or delayed), and any such attempted assignment shall be void; provided that CUSTOMER may assign this Agreement, or any of its rights or obligations hereunder, upon prior written notice to HIGH LINE, to any of its subsidiaries or affiliated companies, or to a surviving corporation in a merger or consolidation to which CUSTOMER is a party, or to any person that acquires all or substantially all of CUSTOMER's capital stock or assets, without the consent of HIGH LINE as long as such assignee is not competing with HIGH LINE or proposing or planning to compete HIGH LINE in the development and sale of Licensed Software competitive with the Licensed Software forming the subject matter of this Agreement; provided. that CUSTOMER shall remain liable hereunder notwithstanding any such assignment. 10.9 Notices: Any notices or communication under this Agreement shall be in writing and shall be hand delivered or sent by prepaid courier to the party receiving such communication at the address set out above, or such other address as a party may in the future specify to the other party; and shall be deemed received at the time the hand delivered or couriered copy is delivered or refused for delivery at the address specified. 1.0.10 Applicable Laws and Jurisdiction: This Agreement shall be governed by and construed exclusively in accordance with the laws of the City of New York, including the laws of the State of New York applicable therein. Any litigation between HIGH LINE and CUSTOMER arising out of this Agreement for any reason shall be subject to the arbitration clause set out below, and shall take place exclusively in the court of competent jurisdiction in the City of New York or the State of New York. The parties consent to the exclusive jurisdiction and venue of such courts and waive any defence or dispute that may be based upon such jurisdiction. Any litigation will be resolved in court (subject to the arbitration proceeding set out below), in a trial or hearing by judge or judges alone and without a jury; both parties waive any right to trial by jury. Nothing in this Agreement shall prevent either party from seeking injunctive relief or specific performance against the other (subject to the arbitration proceedings set out below). The costs of any litigation shall be in the discretion of the judge or judges hearing the matter, who shall be empowered to order either the party and party or the solicitor and own client costs of the Implementation Agreement Re: Agreement Addendum #090902 Page 10 of 12 successful party to be paid by the losing party. 10.11 Arbitration: In the event that any dispute shall occur among the parties to this Agreement with respect to any matter related to this Agreement which can not be resolved by the parties, including but not limited to the interpretation or application of any term of this Agreement, or the determination of whether any party is in default of their obligations under this Agreement, or the assessment of any damages suffered by any party as a result of a default by any other party under this Agreement, or whether any party has the right to terminate this Agreement or the License, or whether this Agreement or the License has been validly terminated pursuant to this Agreement, then the matter in dispute may be resolved by binding arbitration at the option of either party who may at any time require arbitration (including before or after the commencement of any litigation between the parties or before or after delivery of any written notice of termination) by hand delivering written notice of the requirement for arbitration (included a statement of the matter to be arbitrated) to the other party to this Agreement. Any such dispute shall be determined by a single arbitrator, if the parties are able to agree upon one. If the parties can not agree upon a single arbitrator within seven days following the receipt of the notice requiring arbitration, then the matter in dispute shall be determined by a panel of three arbitrators, one selected by HIGH LINE and one selected by CUSTOMER and the third selected by the two arbitrators already appointed, such selections to be made within fourteen days of receipt of the notice requiring arbitration. If the two selected arbitrators can not agree upon a third arbitrator, the third arbitrator shall be appointed by a judge of the Ontario Superior Court of Justice (General Division) upon the application of any party to the Agreement. The arbitration shall proceed in accordance with the provisions of the Arbitrations Act (Ontario), and shall take place in Toronto, Ontario, or such other place as the arbitrator or panel determine. The arbitrator (or panel, as the case may be), shall determine the manner, timing, nature and length of all submissions, provided that each party shall be accorded equal treatment, with the recipient of the arbitration notice having the right to go first and having the final right of rebuttal. The arbitrator (or panel, as the case may be) shall be asked to hear submissions and render his or her or their decision in writing within one month following the date of their appointment. The decision of the arbitrator (or panel, as the case may be) shall be final and binding and no party shall have rights of appeal. The costs of the arbitration, including the costs of the parties in the arbitration, shall be in the discretion of the arbitrator (or panel, as the case may be). 10.12 Currency: All sums set out in the Licence Agreement Addendum or in any Schedule hereto shall be in United States Dollars unless specifically stated otherwise. 10.13 Due Date: Unless otherwise agreed or specified, all HIGH LINE invoices shall be due and payable within thirty days of their issue date, and overdue invoices shall bear interest at the simple interest rate of 15% per year. 10.14 Forbearance: Failure of either party to exercise any right provided for herein, shall not be deemed to be a waiver of that or any other right hereunder. 10.15 Force Majeure: Dates and times of either party to perform their obligations under this Agreement shall be automatically postponed to the extent and for the period that the party in question is prevented from meeting their obligations for any reason or cause beyond their reasonable control, provided that the party in question notifies the other of the commencement and nature of such cause and uses its reasonable efforts to render performance in a timely manner. Implementation Agreement Re: Agreement Addendum #090902 Page 11 of 12 10.16 Entire Agreement: This Agreement, the Schedules attached, and any addendum in writing executed by both parties, set forth the entire agreement between the parties as to the subject matter set out and may not be modified except by the written consent of both parties. The Implementation Planning Report Document shall not be a legally binding document except to the extent it is expressly incorporated into this Agreement in writing. HIGH LINE CORPORATION Karl Niemuller Name (typed or printed) President Title September 29, 2009 Date CITY OF ROUND ROCK Signed by Name (typed or printed) Title Date Implementation Agreement Re: Agreement Addendum #090902 Page 12 of 12 SCHEDULES Schedule I: Implementation Planning Report Document To be attached when completed and signed off herein.