Loading...
R-98-04-23-10B3 - 4/23/1998May 25, 1998 Ms. Cindy Demers CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 478664 Dear Ms. Demers: Enclosed, please find your copy of each of Program License Agreement and Annual Support and Maintenance Agreement for your files. We are also enclosing the second license billing which is due on upon receipt. Once again, we would like to take this opportunity to thank you and welcome you and your organization to High Line. We look forward to a mutually beneficial relationship. Should you have any questions, please do not hesitate to contact us. Yours truly, HIGH LINE CORPORATION Jackie Johnstone Manager, Finance & Administration (905) 940-8777 Ext. 247 • Email: jjohnstone@HighLineCorp.com Enclosures BETWEEN: and TERMS AND CONDITIONS THIS AGREEMENT made this 12`" day of May, 1998 PROGRAM LICENSE AGREEMENT #980301 HIGH LINE CORPORATION 8920 Woodbine Avenue, Suite 402 Markham, Ontario L3R 9W9 (hereinafter referred to as LICENSOR) CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as LICENSEE) LICENSOR hereby grants and LICENSEE hereby accepts on the following terms and conditions, a non - exclusive license to Use each Licensed Program on Designated Equipment, each as hereinafter defined. LICENSEE agrees to pay LICENSOR a sum of FIFTY -SEVEN THOUSAND, FIVE HUNDRED US DOLLARS (557,500USD) for a corporate wide non - exclusive and non - transferable perpetual license for the Use of the Licensed Programs identified in Part I of this Agreement. LICENSEE further agrees to pay LICENSOR such sum as per the schedule described in Part III of this Agreement. LICENSEE agrees to pay all reasonable out of pocket expenses for travel, accommodation, long distance phonc charges and courier services related to installation. LICENSEE further agrees to pay for travel time for sites located outside a 100 mile radius of LICENSOE's offices. LICENSOR shall use its best efforts to schedule any of the travel, accommodations and related services to coincide with other installations in the general location of Round Rock so the expenses may be shared between Round Rock and any other installation site(s). Additionally, LICENSOR shall use its best efforts to utilize LICENSEE's long distance carrier and courier service. This Agreement is also subject to the additional terms and conditions stipulated in Part IV of this Agreement. 1. DEFINITIONS: The following terms are defined for the purposes of this Agreement: a) "Licensed Program" shall be the object code version of each program listed in Part I of any schedule incorporated in this Agreement including basic and related materials pertinent to said program, and any update to said program hereinafter furnished to LICENSEE by LICENSOR. b) "Designated Equipment" shall be identified under separate agreement and attached hereto and made a part hereof by reference. LICENSEE shall inform LICENSOR prior to moving the Licensed Program to any other replacement computer system save and except for the circumstances noted in Part II of this Agreement. LICENSOR shall not unreasonably withhold authorization provided that the LICENSEE shall have paid any fees applicable to use of the LICENSED PROGRAM on a different computer model. c) "Use" means executing any Licensed Program on the Designated Equipment, or referencing the basic and related materials pertinent to any Licensed Program. d) "Derivative Program" shall be each program developed by the LICENSEE for use with the Licensed Programs and which does not include any Licensed Program material in any identifiable form. e) "LICENSE" means the license herein granted to LICENSEE to Use Licensed Programs. AGREEMENT 4980301 Page 1 of 5 TERM This License is effective from the date of execution of this Agreement by both parties. The License granted herein with regard to each Licensed Program shall remain in force until LICENSEE permanently discontinues the use of that Licensed Program on the Designated Equipment or until LICENSOR terminates this Agreement, upon written notice to LICENSEE, by reason of LICENSEES failure to comply with any of the terms and conditions of this Agreement. If the LICENSEE inadvertently fails to comply with any of the terms of this Agreement, the LICENSEE will be granted thirty (30) days after written notification from LICENSOR to comply with the terms of the Agreement prior to termination 3. LICENSE The License granted under this Agreement authorizes LICENSEE on a personal, non - transferable and non- exclusive basis, to Use any Licensed Program only on the Designated Equipment identified in Part 11 to this Agreement without right to sub - license or rent. The Licensed Programs and all copies thereof are the property of the LICENSOR and title thereto remains with the LICENSOR All applicable rights in patents, copyrights, trade- marks and trade secrets in the Licensed Programs are and will remain within LICENSOR. The LICENSEE shall not sell, transfer, publish, disclose, display, disseminate or otherwise make available any Licensed Program or copies thereof to others. The LICENSEE agrees to secure and protect each Licensed Program and any copy thereof, from use by Third Parties and agrees to take appropriate action through instruction with its employees who are permitted access to each Licensed Program or copies thereof, to satisfy its obligations under this Agreement. LICENSEE may generate, develop and use Derivative Programs. LICENSOR has no rights in Derivative Programs and neither party has any liability or obligation to the other in reference to Derivative Programs. LICENSEE shall maintain records specifically identifying each Licensed Program and the associated Designated Equipment delivered under this Agreement and shall make such records available to LICENSOR during regular business hours upon reasonable notice for purposes of enforcement of the terms and conditions of this Agreement. LICENSEE shall not disassemble, de- compile, translate, reverse engineer or create derivative works from the Licensed Programs. Notwithstanding the above, the parties recognize and understand that LICENSEE is subject to the Texas Public Information Act and its duties run in accordance therewith. 4. LICENSE TO REPRODUCE LICENSEE may purchase a license to reproduce the Licensed Programs covered by this Agreement for use by LICENSEE for additional equipment at 75% of the then current price for each reproduction. Installation and training for all additional sites will be extra, if required. This LICENSE TO REPRODUCE may not be assigned, transferred, re- licensed or sub - licensed to any third party or used on any equipment not owned or leased by LICENSEE for its own use. 5. COPIES Except for the License to Reproduce referred to in paragraph 4, LICENSEE is not entitled to make copies of the Licensed Programs in whole or in part in printed or machine - readable form. The original and any copies of Licensed Programs, in whole or in part, which are made by LICENSEE shall be the property of LICENSOR. LICENSEE agrees to reproduce and include the applicable copyright notice on any copies, in whole or in part, in any form, including partial copies and modifications to Licensed Programs. 6. ESCROW The LICENSEE by signing this Agreement becomes a beneficiary for the source code for those Licensed Programs outlined in PART L LICENSOR agrees to notify Lincoln -Parry Associates Inc., with whom LICENSOR has a Software Escrow Agreement, that LICENSEE has become an eligible beneficiary under this Agreement. Escrow Agent shall advise LICENSEE of said notification in writing. 7. PROTECTION OF LICENSED PROGRAM LICENSEE agrees not to provide or otherwise make available any Licensed Program, in any form, to any person other than LICENSEE'S or LICENSOR'S employees without prior consent from LICENSOR, except during the period any such person is on LICENSEE'S premises with LICENSEE'S permission for purposes specifically related to LICENSEE'S Use of the Licensed Program. LICENSEE agrees that it will take appropriate action by instruction, agreement, or otherwise with its employees or . other persons permitted access to Licensed Programs to satisfy its obligations under this Agreement with respect to use, copying, modification, and protection and security of Licensed Programs. LICENSEE is prohibited from processing a third party's data or from offering the LICENSED PROGRAM in a service bureau or timesharing environment unless such use is authorized in writing by LICENSOR. Notwithstanding the above, the parties recognize and understand that LICENSEE is subject to the Texas Public Information Act and its duties run in accordance therewith. 8. TERMINATION Within thirty (30) days after LICENSEE has permanently discontinued the use of any Licensed Program or the LICENSOR has terminated any License by reason of LICENSEE'S failure to comply with any of the terms of the Agreement, LICENSEE will certify, in writing, to LICENSOR, that through its best efforts, and to the best of its knowledge, the original and all copies, in whole or in part, in any form, including partial copies of the discontinued or terminated Licensed Programs have been destroyed or, at LICENSOR's option, returned to LICENSOR. 9. PATENT AND COPYRIGHT INDEMNIFICATION LICENSOR at its own expense shall defend any action brought against LICENSEE to the extent that it is based on a claim that any Licensed Program used within the scope of the license hereundcr infringes a patent or copyright, provided LICENSEE notified LICENSOR promptly in writing of the action (and all prior claims relating to such action) after LICENSEE becomes aware of same, and LICENSOR has sole control of the defense and all negotiations for its settlement or compromise. In the event any Licensed Programs become, or in LICENSOR'S opinion are likely to become, the subject of a claim of infringement of a patent or copyright, LICENSOR may at its option either secure the LICENSEE'S right to continue using the Licensed Programs, replace or modify them to make them non - infringing, or if neither of the foregoing alternatives is reasonably available to LICENSOR, discontinue the Licensed Program upon ninety days written notice and return the license fees paid by LICENSEE for such Licensed Programs. If, however, the Licensed Program is the subject of a claim of patent or copyright infringement, LICENSEE may notify LICENSOR in writing during the one month after the LICENSOR'S notice of discontinuance that LICENSEE elects to continue to be licensed with respect to the Licensed Program until there has been an injunction or the claim has been withdrawn, and agrees to undertake at LICENSEE'S expense the defense of any action against LICENSEE and to indemnify LICENSOR with respect to all costs, damages and legal fees attributable to such continued use after such notice is given to LICENSOR: it being understood that LICENSOR may participate at its expense in the defense of any such action if such claim is against LICENSOR. LICENSOR shall have no liability for any claim of copyright or patent infringement based on I: Use of other than a current unaltered release of the Licensed Program available from LICENSOR if such infringement would have been avoided by the use of a current unaltered release of the Licensed Program available from LICENSOR or 2: Use or combination of the Licensed Program with modifications, improvements or other programs not supplied by LICENSOR or; 3: On intentional tortuous act or negligence of LICENSEE or; 4: Use by LICENSEE of the Licensed Programs in an application or environment for which the Licensed Programs was not designed or contemplated. In the event of litigation, LICENSEE shall have the right to have such litigation monitored by its counsel at its expense. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OR PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF. 10. WARRANTY Each Licensed Program will conform to LICENSOR'S current published Program Specifications when it is shipped to LICENSEE. LICENSOR warrants that it has title to the Licensed Programs and/or the authority to grant licenses to use third party programs. LICENSOR warrants that the Programs shall perform substantially in accordance with the Documentation for a period of not less than five (5) years from the date of initial installation and that the Program(s) media is free from material defects. AGREEMENT 5980301 Page 3 of 5 EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM AND ITS PERFORMANCE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, AND THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF LICENSED PROGRAMS. LIMITATION OF LIABILITY: LICENSEE agrees that LICENSOR'S liability hereunder for damages including but not limited to liability for any funds, mutual breach of this Agreement or patent and copyright infringement and regardless of the form of action, shall not exceed the charges paid by LICENSEE for the particular Licensed Program or related materials involved. LICENSEE further agrees that LICENSOR will not be liable for any lost profits, or for any claim or demand against the LICENSEE by any other party, except a claim for patent or copyright infringement as provided herein. During the Warranty Period, if any errors are detected by LICENSEE in any of the individual Licensed Programs, LICENSEE shall promptly notify LICENSOR in writing and LICENSOR shall have sixty (60) days to remedy the error. If LICENSOR is unable to provide LICENSEE with a remedy within sixty (60) days of the reported error, LICENSEE reserves the right to cancel this Agreement without further obligation. In the event of such cancellation, LICENSOR shall be liable to pay LICENSEE all monies paid by LICENSEE to LICENSOR including but not limited to license fees, installation training, interfaces, maintenance, travel and out of pocket expenses, long distance phone charges, travel time, courier services and other charges related to the installation. It is the LICENSEE's responsibility for developing and setting up its own business functions and routines using the various tools and capabilities of the Licensed Programs. Should any errors arise during the installation of the Licensed Programs due to LICENSEE's failure in the development and sct up of its business functions and routines, LICENSOR will not be liable to LICENSEE. No action regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than one year after the cause of action has occurred, except that an action for non - payment may be brought within one year after the date of last payment. EXCEPT AS STATED HEREIN ABOVE, IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE OR EVEN IF SUCH DAMAGES AROSE AS A RESULT OF THE NEGLIGENCE OF THE LICENSOR, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES, WHETHER IN AN ACTION BASED ON CONTRACT OR TORT. 11. MEDIATION The parties to the contract agree to negotiate in good faith in an effort to resolve any dispute related to the contract that may arise between the parties. If the dispute cannot be resolved by negotiation, the dispute shall be submitted to mediation before resorting to litigation. If the need for mediation arises, mediation services shall be provided by a mediator acceptable to both parties and the cost of mediation services shall be shared equally by the parties to the dispute. 12. SEVERABILITY If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are to that extent, deemed omitted. 13. GOVERNING LAW This Agreement shall be governed by the laws of the State of Texas, USA. Venue shall be in Williamson County, Texas, with Federal venue in the nearest federal court to the City of Round Rock. AGREEMENT #950301 Page 4 of 5 14. INJUNCTION AND EQUITABLE REMEDIES The LICENSEE hereby recognizes that the Licensed Program is a valuable asset of the LICENSOR and that any remedy contemplating, inter alia, the award of monetary damages in the event of a violation or impending violation of any of the terms and provisions of this Agreement shall be inadequate. As a result, the LICENSOR shall, in addition to any other relief available to it (including, without limitation, monetary damages to the extent that the LICENSOR proves such damages), be entitled to the remedy of injunction and other equitable remedies without having to establish the inadequacy of any remedy available to it. The LICENSEE hereby undertakes not to make any defense in proceedings regarding the granting of an injunction or specific performance which refer to the availability to the LICENSOR of other remedies. 15. ENTIRE AGREEMENT The terms and conditions of this Agreement, including the attachments listed below, constitutes the entire Agreement between the parties and supersedes all previous communications, representations, or agreements, either written of oral, with respect to the subject matter hereof. No modifications or amendments of this Agreement will be binding on either party unless acknowledged in writing by their duly authorized representatives. IN WITNESS WHEREOF, LICENSOR and LICENSEE, by their respective authorized agents, have caused this Agreement and its attachments to be executed, effective as of the date by which all parties hereto have affixed their respective signatures, as indicated below. ATTEST: i. Request for Proposal (RFP) Number 98 -17 -0001 ii. High Line's response to the RFP iii. High Line's best and final offer ( revised letter dated April 8, 1998). iv. Schedule to program License Agreement v. Annual Service Agreement vi. Schedule I X tgAnd— of Round Rock HIG PORATION Per: Name and Title: Karl Niemuller, President Date: May 12, 1998 CITY // 2 R CK Per: Name and Title: CKRLCES eucPePP mA Date: mray 1 AGREEMENT 5980301 Page 5 of 5 SCHEDULE TO PROGRAM LICENSE AGREEMENT # 980301 PART I - PROGRAMS COVERED BY THIS AGREEMENT The NT version of the following PERSONALITY 2000 modules to process up to 500 active Employee Records, Employee Records being defined as the highest number of employees administered by the system in any month during a twelve month service period on the Designated Equipment. LICENSEE has the right to up -gradc the Designatcd Equipment as described in Part II of this Schedule without an increase in license fees covered by the Agreement to which this Schedule is attached, The increase in license fees is governed by the number of Employee Records processed as covered in Part I of this Schedule. The programs covered by this Schedule include: RECORD KEEPING PAYROLL BENEFIT ADMINISTRATION ATTENDANCE SALARY ADMINISTRATION POSITION CONTROL Subtotal - License Fee (Option "A" Modules) $50,000.00 FINANCIAL COST CONTROL RECRUITMENT PART H - DESIGNATED EQUIPMENT PART HI - PAYMENT SCHEDULE $ 3,750.00 $ 3,750.00 TOTAL LICENSE FEE $57,500.00 As additional Programs are purchased, an Addendum to this Schedule shall be issued. Designated Equipment shall identified under separate agreement and attached hereto and madc a part hereof by reference. 25% Due upon signing of Agreement 25% Due upon delivery of first installation tape 20% Due on Pilot Acceptance date (to be defined and documented during the Implementation Planning Session) 30% Due on "Go Live" date of Phase I (to be defined and documented during the Implementation Planning Session) The Payment Schedule, as it relates to the Licensed Programs, is governed by the Implementation Planning Session Document. Should LICENSEE cause any variations to occur from the Planning Session Documents, such as inability to provide adequate resources, said Documents will continue to govern the Payment Schedule. Should LICENSOR cause any variations to occur from the Planning Session documents, such as inability to provide resources as scheduled for training and consulting or an inability to deliver any Licensed Program that does not conform to LICENSOR's current published Program Specifications, actual dates of Pilot Acceptance and "Go Live" will govern the Payment Schedule. Implementation training and consulting provided by the LICENSOR to the LICENSEE will be billed as incurred and subject to a 20% hold back. Thirty (30) days following the "go live" date, the 20% hold back will be billed and due. The 20% hold back is not applicable to travel costs incurred for implementation training and consulting. Schedule to Program License Agreement 5950301 Page 1 of 2 Additional programming as it relates to Interfaces to the General Ledger, Accounts Payable and Drill Down as required by LICENSEE will be billed as incurred and subject to a 20% hold back. Thirty (30) days following the "go live" date, the 20% hold back will be billed and due. Third Party software will be billed and due as incurred. PART IV - ADDITIONAL TERMS AND CONDITIONS THIRD PARTY RUNTIME LICENSES - Optional: CLIENT /SERVER (Option "A" pricing of RFP) Report 2.5 Technical Report Writer JCS Job Scheduling Software ORACLE Database Runtime License ORACLE Server 15 Concurrent Users at $250 per concurrent user $ 3,750 Additional users maybe purchased at a cost of $250 per user ORACLE SQL *Plus — 1 copy $ 400 End -User Report Writer ORACLE Discoverer 1 Administration Edition 1 User Edition Additional User Editions maybe purchased at $999 per user Support for third party software is extra. $ 7,500 $ 1,999 S 999 2. PURCHASE OPTION — LICENSOR agrees to provide LICENSEE a one year option commencing on the start of the project to purchase the remaining modules, as listed as Option `B" modules in LICENSOR's response to LICENSEE's Request for Proposal 98 -17 -0001, at the same price structure as stated. Said modules include Safety & Health, Career Planning, Labor Relations, Work Scheduling and Time Entry. Schedule to Program License Agreement 15980301 Page 2 of 2 between and ANNUAL SERVICE AGREEMENT PER LICENSE AGREEMENT #980301 HIGH LINE CORPORATION 8920 Woodbine Avenue Suite 402 Markham, Ontario L3R 9W9 (hereinafter referred to as HIGH LINE) CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as THE CUSTOMER) EFFECTIVE DATE: To commence the later of 180 days following delivery of first installation tape or on the "Go Live Date" 1. This document constitutes a formal contract between HIGH LINE and THE CUSTOMER for Annual Service on programs listed on Schedule I attached to this Agreement, hereinafter called THE SYSTEM, developed and implemented by HIGH LINE, 2. This Agreement commences on the effective date stated above and shall remain in full force and effect for a term of one (1) year from the effective date. CUSTOMER may elect to continue the Annual Service Agreement for successive terms of one (1) year each by paying HIGH LINE the then current rate and payment terms for THE SYSTEM. A schedule of rates and payment terms shall be forwarded to CUSTOMER by mail not less than forty-five (45) days prior to the expiration of the then current agreement. The annual service rate increase in any given year is limited to the lower of 5% of the previous year's rate or the CPI. In the event HIGH LINE intends to cease support of current SYSTEM, HIGH LINE shall provide CUSTOMER with not less than twelve (12) months written notice of its intent to cease said support. HIGH LINE shall support THE SYSTEM for a term of not less than five(5) year from the effective date as stated herein above. In the event HIGH LINE ceases support on THE SYSTEM, HIGH LINE shall work with CUSTOMER to identify a migration path to a configuration then supported by HIGH LINE. 3. THIS SERVICE AGREEMENT COVERS: Any errors or inconsistencies in the programs in THE SYSTEM, or failures of the programs in THE SYSTEM to perform in accordance with the manuals provided by HIGH LINE which are notified in writing to HIGH LINE by THE CUSTOMER during the term of this Agreement. THE CUSTOMER shall assist HIGH LINE in identifying the circumstances in which such errors or inconsistencies were discovered and in providing documentary evidence of the same. Changes and updates to existing programs in THE SYSTEM and related documentation as they become generally available. Shall record and maintain the information necessary for the production of reports required for State and Federal mandated changes and employee benefit mandated changes Response to problems within four hours of notification by the CUSTOMER to the SUPPORT LINE. Integration between Vertex PAYROLLTAX' System and THE SYSTEM. ATTEST: ANNUAL SERVICE AGREEMENT PAGE 2 THIS SERVICE AGREEMENT DOES NOT COVER: New developments or modifications to THE SYSTEM requested by THE CUSTOMER. Programs that have been custom written for THE CUSTOMER and do not form part of the standard package. Training or retraining of new or existing personnel in the operations or understanding of THE SYSTEM. Any problems, errors, omissions, deficiencies or inconsistencies caused by modifications, additions or tampering with the System by other than HIGH LINE personnel, Any problems caused by THE CUSTOMER as a result of file or table manipulation. It is THE CUSTOMER's responsibility to fully test all file or table changes prior to using them in production. Provision of, or support for, the Vcrtcx PAYROLLTAX System. It is the CUSTOMER's responsibility to arrange for its use and service through Vertex Systems Inc. This contract, including the attachments listed below, contains the entire agreement between HIGH LINE and THE CUSTOMER with respect to the subject matter thereof as of its datc and supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to its subject matter. i Request for Proposal (RFP) Number 98 -17 -0001 ii High Line's response to the RFP iii High Line's best and final offer iv Schedule I This Agreement shall be governed by the laws of the State of Texas, USA. Venue shall be in Williamson County, Texas, with Federal venue in the nearest federal court to the City of Round Rock. IN WITNESS WHEREOF the parties have executed this Agreement • the effective date stated herein. HIG. 'ECORPaRATION Per: Name and Title: Karl Niemuller, President Date: April 28, 1998 CITY ¢/RD�t Per: ( J a ._ . ,( ® f �� Name and Title: C14fttL. S G/LP6PPEL I mAyot , Date: friA y /N 1998 To commence the later of 180 days following delivery of first installation tape or on the "Go Live Date" ANNUAL PERSONALITY 2000 MODULES SERVICE RATE RECORD KEEPING PAYROLL BENEFIT ADMINISTRATION ATTENDANCE SALARY ADMINISTRATION POSITION CONTROL FINANCIAL COST CONTROL RECRUITMENT Subtotal - PERSONALITY 2000 $ 8,950.00 THIRD PARTY SOFTWARE Client/Server: Oracle Report 2.5 JCS Job Scheduling Oracle Database Runtime License 5 Concurrent Users Oracle SQL *Plus (1 copy) Oracle Discoverer: 1 Administrator 1 User TOTAL SCHEDULE1 CITY OF ROUND ROCK PRODUCTS COVERED BY ANNUAL SERVICE AGREEMENT FOR PERIOD 5 1,200.00 483.00 600.00 200.00 500.00 250.00 Subtotal — THIRD PARTY SOFTWARE $ 3,233.00 Third party software support fees are subject to change. HIGH LINE will provide THE CUSTOMER not less than sixty (60) days notice of any increase in third party software support fees, provided HIGH LINE is notified of the same. $ 12,183.00 Stated in US Dollars April 8, 1998 Ms. Cindy Demers CITY OF ROUND ROCK 221 East Main Street Round Rock, TX 78664 -5299 Dear Ms. Demers, REVISED 1. MODULE LICENSE COST Based on our discussions, the modules required for Phase I arc Record Keeping, Payroll, Benefits, Attendance, Salary Administration, Position Control, Financial Cost Control and Recruitment. High Line will provide you with the ability to purchase all other modules at the original proposal prices for a period of 18 months. 2. ANNUAL MAINTENANCE Annual maintenance will be payable 180 days from the date of software delivery. The cost listed includes support for all Phase I modules identified above. 3. ORACLE LICENSING High Line distributes the relational product on the Oracle database. A run- time license is required including an application specific version of Reports 2.5 and the JCS software; this is a one time cost for the Phase I modules. Concurrent user licensing for the run -time version of the Oracle database is $250 /concurrent user, and one copy of SQL *Plus is required @ $400 /copy. The cost for 15 concurrent licenses plus SQL *Plus 4. ADDITIONAL SOFTWARE Vertex Tax Tables are required and the initial year price is $2,045, and $520 for subsequent years based on current price lists. Micro Focus Cobol is not required for WindowsNT. Discoverer — 1 Administration Copy + 1 End User Copy 5. TRAINING /CONSULTING ASSISTANCE Project Management (Phase I modules) Module Training 37 days @ $800 /day Technical Training 5 days @ $800 /day Troubleshooting Assistance 20 days @ $800 /day Discoverer Training (System Admin and End User) 5 days @ $800 /day High Line Corporation 8920 WOODBINE AVENUE, SUITE 402 MARKHAM, ONTARIO L3R 9W9 TEL (905)940 -8777 FAX (905)940 -8770 Further to our conference call regarding the issues you identified for contract negotiations, the following provides you with a summary of the costs we identified, including additional aspects based on our discussion, as well as responses to your questions: $ 57,500 $ 8,950 $ 7,500 $ 4,150 $ 2,045 $ 2,998 $ 4,000 $ 29,600 $ 4,000 $ 16,000 $ 4,000 6. TRAVEL COSTS Estimated travel costs for training/consulting listed above. The City will attempt to obtain Government Rates at acceptable hotels locally. High Line ensures that travel costs will be reasonable. 8. PAYMENT SCHEDULE In order to allow you to tie your payment schedule to milestones, High Line is willing to modify our standard terms as follows: 25% on Signing Agreement 25% on Software Installation 40% at Pilot Acceptance (this date will be identified during Implementation Planning) 10% retained until live date for Phase I (according to dates agreed upon in the initial Implementation Plan). 9. MODIFICATIONS REQUIRED As discussed, the only known program required at this point is a Check/ Direct Deposit printing program. Occasionally our clients also require a Custom Time Entry screen — we will include a decision point in the Implementation Plan to determine if this is required after users have had the Appropriate training. The estimates for the interfaces required are listed above. 10. CONVERSION High Line provides you with tools to import formatted sequential files into our database to assist you in the conversion process. Clients typically assume responsibility for creating these files in the format required. High Line provides training on the conversion tools during the Technical Training session. 11. DISCOVERER Discoverer, Oracle's End User Report Writer and Graphical Presentation Tool is supported by High Line — when purchased through High Line. The cost is: Administration Module Each User Copy We recommend that one administration and end user copy by purchased through High Line, to provide the security integration and the ability to utilize the Customer Support line if problems arise. $ 26,775 7. INTERFACES We identified three interfaces that will be required — G /L, A/P and the ability to drill down from the financial management system to detailed information maintained in Personality. The City can complete these requirements themselves or request that High Line assist them. If High Line completes the programming required, the City must develop the functional specifications as well as assist in the testing in their environment. The estimates provided for the three interfaces based on our experience in similar environments. We will be able to provide more accurate information upon receipt of your specifications. G/L Interface — estimate 3 — 5 days @ $800 /day $ 2,400 - $ 4,000 A/P Interface — estimate 3 — 5 days @ $800 /day $ 2,400 - $ 4,000 Drill Down Interface — estimate 5 — 7 days 4, $800 /day $ 4,000 - $ 6,400 $1,999 999 12. EXCEPTIONS TO PROPOSAL TERMS 12.1 Page 22, Item 5.21 -We are prepared to submit the required proposal surety in the amount of ten percent (10 %) of the sum of the proposal with our response to the RFP. Should we be awarded the contract, we will not be prepared to accept the terms of providing you with a Performance Bond in the amount of one hundred percent (100 %) of the total contract price, as stated in the RFP. We are prepared, however, to demonstrate to you our record as a reliable vendor of software and provider of contracted services. We are prepared to negotiate a mutually acceptable solution based on the above stated solution. 12.2 Page 3, Item 1.3 — The dates for Contract Award and the Project Implementation "Kick Off" Meeting must be amended. The Human Resources/Payroll "Live" date will be determined in the Implementation Planning Meeting. 12.3 Page 11, Item 4.9.6 — High Line Corporation does not assume responsibility for your conversion from your current system. We provide clients with import utilities to load information from formatted files into the Personality database for the purposes of conversion. Clients arc responsible for creating the files in the required format. 12.4 Page 20, Item 5,11— The warranty terms arc acceptable, but the Annual Maintenance will be payable 180 days from the date of software delivery. 12.5 Page 21, Item 5.17 — This term will be modified by the agreed upon payment schedule. I believe this addresses all of your issues. Please feel free to contact either Karl Niemuller or myself if you have any further questions or comments. Yours truly, HIGH LINE CORPORATION Shannon Miller Manager, Western Region RESOLUTION NO. R- 98- 04- 23 -10B3 WHEREAS, the City has a need for human resources and payroll computer application software for the Human Resources Department, and WHEREAS, High Line Corporation has submitted an agreement to provide the needed software, and WHEREAS, the City Council desires to enter into said agreement with High Line Corporation, subject to the City Manager's and City Attorney's approval of the final language and terms, 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, subject to the City Manager's and City Attorney's approval of the final language and terms, an agreement with High Line Corporation for human resources and payroll computer application software for the Human Resources Department, a copy of said agreement being attached hereto 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, and the Act. %:\ WPDOCS \RSSOLUTI \AODa]363.WPD /ecg ATTEST: RESOLVED this 23rd day of April, 1998. E LAND, City Secretary 2 CHARLES CULPEPPER, Mayor City of Round Rock, Texas )w , a /iD af5� April 8, 1998 Ms. Cindy Demers CITY OF ROUND ROCK 221 East Main Street Round Rock, TX 78664 -5299 Dear Ms. Demers, REVISED Further to our conference call regarding the issues you identified for contract negotiations, the following provides you with a summary of the costs we identified, including additional aspects based on our discussion, as well as responses to your questions: 1. MODULE LICENSE COST Based on our discussions, the modules required for Phase I are Record - Keeping, Payroll, Benefits, Attendance, Salary Administration, Position Control, Financial Cost Control and Recruitment. High Line will provide you with the ability to purchase all other modules at the original proposal prices for a period of 18 months. 2. ANNUAL MAINTENANCE Annual maintenance will be payable 180 days from the date of software delivery. The cost listed includes support for all Phase I modules identified above. 3. ORACLE LICENSING High Line distributes the relational product on the Oracle database. A run- time license is required including an application specific version of Reports 2.5 and the JCS software; this is a one time cost for the Phase I modules. S 7,500 Concurrent user licensing for the run -lime version of the Oracle database is $250 /concurrent user, and one copy of SQL *Plus is required @ $400 /copy. The cost for 15 concurrent licenses plus SQL *Plus S 4,150 4. ADDITIONAL SOFTWARE Vertex Tax Tables are required and the initial year price is $2,045, and 5520 for subsequent years based on current price lists. Micro Focus Cobol is not required for WindowsNT. Discoverer — 1 Administration Copy + 1 End User Copy 5. TRAINING /CONSULTING ASSISTANCE Project Management (Phase 1 modules) Module Training 37 days @ $800 /day Technical Training 5 days @ $800 /day Troubleshooting Assistance 20 days @ $800 /day Discoverer Training (System Admin and End User) 5 days @ $800 /day JJ cltrHgn L c« 0 n 8920 WOODBINE AVENUE, SUITE 402 MARKHAM, ONTARIO L3R 9W9 TEL (905)9405777 FAX (905)940-8770 S 57,500 S 8,950 5 2,045 S 2,998 5 4,000 S 29,600 $ 4,000 $ 16,000 $ 4,000 6. TRAVEL COSTS Estimated travel costs for training/cow listed above, The City will attempt to obtain Government Rates at acceptable hotels locally. High Line ensures that travel costs will be reasonable. $ 26,775 7. INTERFACES We identified three interfaces that will be required - G/L, A/P and the ability to drill down from the financial management system to detailed information maintained in Personality. The City can complete these requirements themselves or request that High Line assist them. If High Line completes the programming required, the City must develop the functional specifications as well as assist in the testing in their environment. The estimates provided for the three interfaces based on our experience in similar environments. We will be able to provide more accurate information upon receipt of your specifications. G/L Interface - estimate 3 - 5 days @ $800 /day $ 2,400 - $ 4,000 A/P Interface - estimate 3 - 5 days @ $800 /day $ 2,400 - $ 4,000 Drill Down Interface - estimate 5 - 7 days @ $800 /day $ 4,000 - $ 6,400 8. PAYMENT SCHEDULE In order to allow you to tie your payment schedule to milestones, High Line is willing to modify our standard terms as follows: 25% on Signing Agreement 25% on Software Installation 40% at Pilot Acceptance (this date will be identified during Implementation Planning) 10% retained until live date for Phase I (according to dates agreed upon in the initial Implementation Plan). 9. MODIFICATIONS REQUIRED As discussed, the only known program required at this point is a Check/ Direct Deposit printing program. Occasionally our clients also require a Custom Time Entry screen - we will include a decision point in the Implementation Plan to determine if this is required after users have had the Appropriate training. The estimates for the interfaces required are listed above. 10. CONVERSION High Line provides you with tools to import formatted sequential files into our database to assist you in the conversion process. Clients typically assume responsibility for creating these files in the format required. High Line provides training on the conversion tools during the Technical Training session. 11. DISCOVERER Discoverer, Oracle's End User Report Writer and Graphical Presentation Tool, is supported by High Line -when purchased through High Line. The cost is: Administration Module Each User Copy We recommend that one administration and end user copy by purchased through High Line, to provide the security integration and the ability to utilize the Customer Support line if problems arise. $1,999 999 12. EXCEPTIONS TO PROPOSAL TERMS 12.1 Page 22, Item 5.21 -We are prepared to submit the required proposal surety in the amount of ten percent (10 %) of the sum of the proposal with our response to the RFP. Should we be awarded the contract, we will not be prepared to accept the terms of providing you with a Performance Bond in the amount of one hundred percent (l00 %) of the total contract price, as stated in the RFP. We are prepared, however, to demonstrate to you our record as a reliable vendor of software and provider of contracted services. We arc prepared to negotiate a mutually acceptable solution based on the above stated solution. 2 12.2 Page 3, Item 1.3 — The dates for Contract Award and the Project Implementation "Kick OH" Meeting must be amended. The Human Resources/Payroll "Live" date will be determined in the Implementation Planning Meeting. 12.3 Page 11, Item 4.9.6 — High Line Corporation does not assume responsibility for your conversion from your current system. We provide clients with import utilities to load information from formatted files into the Personality database for the purposes of conversion. Clients are responsible for creating the files in the required format. 12.4 Page 20, Item 5.11 — The warranty terms are acceptable, but the Annual Maintenance will be payable 180 days from the date of software delivery. 12.5 Page 21, Item 5.17 — This term will be modified by the agreed upon payment schedule. I believe this addresses all of your issues. Please feel free to contact either Karl Niemuller or myself if you have any further questions or comments. Yours truly, HIGH LINE CORPORATION Shannon Miller Manager, Western Region 3 avotif between and .4/4c,3 ANNUAL SERVICE AGREEMENT PER LICENSE AGREEMENT 080301 HIGH LINE CORPORATION 8920 Woodbine Avenue Suite 402 Markham, Ontario L3R 9W9 (hereinafter referred to as HIGH LINE) CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as THE CUSTOMER) 1440 EFFECTIVE DATE: To commence the later of 180 days following delivery of first installation tape or on the "Go Live Date" This document constitutes a formal contract between HIGH LINE and THE CUSTOMER for Annual Service on programs listed on Schedule I attached to this Agreement, hereinafter called THE SYSTEM, developed and implemented by HIGH LINE. 2. This Agreement commences on the effective date stated above and shall remain in full force and effect for a term of one (1) year from the effective date. CUSTOMER may elect to continue the Annual Service Agreement for successive terms of one (1) year each by paying HIGH LINE the then current rate and payment terms for THE SYSTEM. A schedule of rates and payment terms shall be forwarded to CUSTOMER by mail not less than forty -five (45) days prior to the expiration of the then current agreement. The annual service rate increase in any given year is limited to the lower of 5% of the previous year's rate or the CPI_ In the event HIGH LINE intends to cease support of current SYSTEM, HIGH LINE shall provide CUSTOMER with not less than twelve (12) months written notice of its intent to cease said support. HIGH LINE shall support THE SYSTEM for a term of not less than five(5) year from the effective date as stated herein above. In the event HIGH LINE ceases support on THE SYSTEM, HIGH LINE shall work with CUSTOMER to identify a migration path to a configuration then supported by HIGH LINE. 3. THIS SERVICE AGREEMENT COVERS: • Any errors or inconsistencies in the programs in THE SYSTEM, or failures of the programs in THE SYSTEM to perform in accordance with the manuals provided by HIGH LINE which are notified in writing to HIGH LINE by THE CUSTOMER during the term of this Agreement. THE CUSTOMER shall assist HIGH LINE in identifying the circumstances in which such errors or inconsistencies were discovered and in providing documentary evidence of the same. • Changes and updates to existing programs in THE SYSTEM and related documentation as they become generally available. • The ability to record and maintain the information necessary for the production of reports required for State and Federal mandated changes and employee benefit mandated changes 4 • Response to problems within four hours of notification by the CUSTOMER to the SUPPORT LINE • Integration between Vertex PAYROLLTAX System and THE SYSTEM. ANNUAL SERVICE AGREEMENT PAGE 2 4. THIS SERVICE AGREEMENT DOES NOT COVER: New developments or modifications to THE SYSTEM requested by THE CUSTOMER Programs that have been custom written for THE CUSTOMER and do not form part of the standard package. Training or retraining of new or existing personnel in the operations or understanding of THE SYSTEM. Any problems, errors, omissions, deficiencies or inconsistencies caused by modifications, additions or tampering with the System by other than HIGH LINE personnel. Any problems caused by THE CUSTOMER as a result of file or table manipulation. It is THE CUSTOMER's responsibility to fully test all file or table changes prior to using them in production. Provision of, or support for, the Vertex PAYROLLTAX System. It is the CUSTOMER's responsibility to arrange for its use and service through Vertex Systems Inc. This contract, including the attachments listed below, contains the entire agreement between HIGH LINE and THE CUSTOMER with respect to the subject matter thereof as of its date and supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to its subject matter. i Request for Proposal (RFP) Number 98 -17 -0001 ii High Line's response to the RFP iii High Line's best and final offer iv Schedule I This contract shall be governed by the laws of the State of Texas, USA. IN WITNESS WHEREOF the parties have executed this Agreement as of the effective date stated herein. ATTEST: City of Round Rock HIGH LINE CORPORATION Per: Name and Title: Karl Niemuller, President Date: April 7, 1998 Date: Name and Title: 5 Client /Server: Oracle Report 2.5 JCS Job Scheduling Oracle Discoverer: 1 Administrator 1 User TOTAL SCHEDULE I CITY OF ROUND ROCK PRODUCTS COVERED BY ANNUAL SERVICE AGREEMENT FOR PERIOD To commence the later of 180 days following delivery of first installation tape or on the "Go Live Date" ANNUAL PERSONALITY 2000 MODULES SERVICE RATE RECORD KEEPING PAYROLL BENEFIT ADMINISTRATION ATTENDANCE SALARY ADMINISTRATION POSITION CONTROL FINANCIAL COST CONTROL RECRUITMENT Subtotal - PERSONALITY 2000 S 8,950.00 THIRD PARTY SOFTWARE Oracle Database Runtime License 5 Concurrent Users 9 1,200.00 483.00 600.00 Oracle SQL "Plus (1 copy) 200.00 500.00 250.00 Subtotal — THIRD PARTY SOFTWARE S 3,233.00 Third party software support fees are subject to change. HIGH LINE will provide THE CUSTOMER not less than sixty (60) days notice of any increase in third party software support fees, provided HIGH LINE is notified of the same. S 12,183.00 Staled in US Dollars 6 BETWEEN: 1. DEFINITIONS: PROGRAM LICENSE AGREEMENT #980301 HIGH LINE CORPORATION 8920 Woodbine Avenue, Suite 402 Markham, Ontario L3R 9W9 (hereinafter referred to as LICENSOR) and CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as LICENSEE) cl THIS AGREEMENT made this 81b day of April, 1998 LICENSOR hereby grants and LICENSEE hereby accepts on the following terms and conditions, a non -exclusive license to Use each Licenscd Program on Designated Equipment, each as hereinafter defined. TERMS AND CONDITIONS LICENSEE agrees to pay LICENSOR a sum of FIFTY -SEVEN THOUSAND, FIVE HUNDRED US DOLLARS (S57,500USD) for a corporate wide non - exclusive and non - transferable perpetual license for the Use of the Licensed Programs identified in Part I of this Agreement. LICENSEE further agrees to pay LICENSOR such sum as per the schedule described in Part III of this Agreement. LICENSEE agrees to pay all reasonable out of pocket expenses for travel, accommodation, long distance phone charges and courier services related to installation. LICENSEE further agrees to pay for travel time for sites located outside a 100 mile radius of LICENSOR's offices. This Agreement is also subject to the additional terms and conditions stipulated in Part IV of this Agreement. The following terms are defined for the purposes of this Agreement: a) "Licensed Program" shall be the object code version of each program listed in Part I of any schedule incorporated in this Agreement including basic and related materials pertinent to said program, and any update to said program hereinafter furnished to LICENSEE by LICENSOR. b) "Designated Equipment" shall be identified under separate agreement and attached hereto and made a part hereof by reference. LICENSEE shall inform LICENSOR prior to moving the Licensed Program to any other replacement computer system save and except for the circumstances noted in Part II of this Agreement. LICENSOR shall not unreasonably withhold authorization provided that the LICENSEE shall have paid any fees applicable to use of the LICENSED PROGRAM on a different computer model. c) "Use" means executing any Licensed Program on the Designated Equipment, or referencing the basic and related materials pertinent to any Licensed Program. d) "Derivative Program" shall be each program developed by the LICENSEE for use with the Licensed Programs and which does not include any Licensed Program material in any identifiable form. e) "LICENSE" means the license herein granted to LICENSEE to Use Licensed Programs. 7 2. TERM This License is effective from the dale of execution of this Agreement by both parties. The License granted herein with regard to cach Licensed Program shall remain in force until LICENSEE permanently discontinues the use of that Liccnscd Program on the Designated Equipment or until LICENSOR terminates this Agreement, upon written notice to LICENSEE, by reason of LICENSEE'S failure to comply with any of the terms and conditions of this Agreement. If the LICENSEE inadvertently fails to comply with any of the terms of this Agreement, the LICENSEE will be granted thirty (30) days after written notification from LICENSOR to comply with the terms of the Agreement prior to termination 3. LICENSE The License granted under this Agreement authorizes LICENSEE on a personal, non - transferable and non- exclusive basis, to Use any Liccnscd Program only on the Designated Equipment identified in Part II to this Agreement without right to sub - license or rent The Licensed Programs and all copies thereof arc the property of the LICENSOR and title thereto remains with thc LICENSOR. All applicable rights in patents, copyrights, trade- marks and trade secrets in the Licensed Programs are and will remain within LICENSOR. The LICENSEE shall not sell, transfer, publish, disclose, display, disseminate or otherwise make available any Licensed Program or copies thereof to others. The LICENSEE agrees to secure and protect each Licensed Program and any copy thereof, from use by Third Parties and agrees to take appropriate action through instruction with its employees who are permitted access to each Licensed Program or copies thereof, to satisfy its obligations under this Agreement. LICENSEE may generate, develop and use Derivative Programs. LICENSOR has no rights in Derivative Programs and neither party has any liability or obligation to the other in reference to Derivative Programs. LICENSEE shall maintain records specifically identifying each Licensed Program and the associated Designated Equipment delivered under this Agreement and shall make such records available to LICENSOR during regular business hours upon reasonable notice for purposes of enforcement of the terms and conditions of this Agreement. LICENSEE shall not disassemble, de- compile, translate, reverse engineer or create derivative works from the Licensed Programs. Notwithstanding the above, the parties recognize and understand that LICENSEE is subject to the Texas Public Information Act and its duties run in accordance therewith. 4. LICENSE TO REPRODUCE LICENSEE may purchase a license to reproduce the Licensed Programs covered by this Agreement for use by LICENSEE for additional equipment at 75% of the then current price for each reproduction. Installation and training for all additional sites will be extra, if required. This LICENSE TO REPRODUCE may not be assigned, transferred, re- licensed or sub - licensed to any third party or used on any equipment not owned or leased by LICENSEE for its own use. 5. COPIES Except for the License to Reproduce referred to in paragraph 4, LICENSEE is not entitled to make copies of the Licensed Programs in whole or in part in printed or machine- readable form. The original and any copies of Licensed Programs, in whole or in part, which are made by LICENSEE shall be the property of LICENSOR. LICENSEE agrees to reproduce and include the applicable copyright notice on any copies, in whole or in part, in any form, including partial copies and modifications to Licensed Programs. 6. ESCROW The LICENSEE by signing this Agreement becomes a beneficiary for the source code for those Licensed Programs outlined in PART L LICENSOR agrees to notify Lincoln -Parry Associates Inc., with whom LICENSOR has a Software Escrow Agreement, that LICENSEE has become an eligible beneficiary under this Agreement. Escrow Agent shall advise LICENSEE of said notification in writing. 7. PROTECTION OF LICENSED PROGRAM LICENSEE agrees not to provide or otherwise make available any Licensed Program, in any form, to any person other than LICENSEE'S or LICENSOR'S employees without prior consent front LICENSOR, except during thc period any such person is on LICENSEES premises with LICENSEES permission for purposes specifically related to LICENSEE'S Use of the Licensed Program. 8 LICENSEE agrees that it will take appropriate action by instruction, agreement, or otherwise with its employees or other persons permitted access to Licensed Programs to,satisfy its obligations under this Agreement with respect to use, copying, modification, and protection and security of Licensed Programs. LICENSEE is prohibited from processing a third party's data or from offering the LICENSED PROGRAM in a service bureau or timesharing environment unless such use is authorized in writing by LICENSOR. Notwithstanding the above, the parties recognize and understand that LICENSEE is subject to the Texas Public Information Act and its duties run in accordance therewith. S. TERMINATION Within thirty (30) days after LICENSEE has permanently discontinued the use of any Licensed Program or the LICENSOR has terminated any License by reason of LICENSEE'S failure to comply with any of the terms of the Agreement, LICENSEE will certify, in writing, to LICENSOR, that through its best efforts, and to the best of its knowledge, the original and all copies, in whole or in part, in any form, including partial copies of the discontinued or terminated Licensed Programs have been destroyed or, at LICENSOR's option, returned to LICENSOR. 9. PATENT AND COPYRIGHT INDEMNIFICATION LICENSOR at its own expense shall defend any action brought against LICENSEE to the extent that it is based on a claim that any Licensed Program used within the scope of the license hereunder infringes a patent or copyright, provided LICENSEE notified LICENSOR promptly in writing of the action (and all prior claims relating to such action) after LICENSEE becomes aware of same, and LICENSOR has sole control of the defense and all negotiations for its settlement or compromise. In the event any Licensed Programs become, or in LICENSOR'S opinion are likely to become, the subject of a claim of infringement of a patent or copyright, LICENSOR may at its option either secure the LICENSEE'S right to continue using the Licensed Programs, replace or modify them to make them non - infringing, or if neither of the foregoing alternatives is reasonably available to LICENSOR discontinue the Licensed Program upon ninety days written notice and return the license fees paid by LICENSEE far such Licensed Programs. If, however, the Licensed Program is the subject of a claim of patent or copyright infringement, LICENSEE may notify LICENSOR in writing during the one month after the LICENSOR'S notice of discontinuance that LICENSEE elects to continue to be licensed with respect to the Licensed Program until there has been an injunction or the claim has been withdrawn, and agrees to undertake at LICENSEE'S expense the defense of any action against LICENSEE and to indemnify LICENSOR with respect to all costs, damages and legal fees attributable to such continued use after such notice is given to LICENSOR: it being understood that LICENSOR may participate at its expense in the defense of any such action if such claim is against LICENSOR. LICENSOR shall have no liability for any claim of copyright or patent infringement based on 1: Use of other than a current unaltered release of the Licensed Program available from LICENSOR if such infringement would have been avoided by the use of a current unaltered release of the Licensed Program available from LICENSOR or; 2: Use or combination of the Licensed Program with modifications, improvements or other programs not supplied by LICENSOR or; 3: On intentional tortuous act or negligence of LICENSEE or; 4: Use by LICENSEE of the Licensed Programs in an application or environment for which the Licensed Programs was not designed or contemplated. In the event of litigation, LICENSEE shall have the right to have such litigation monitored by its counsel at its expense. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OR PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF. 10. WARRANTY Each Licensed Program will conform to LICENSOR'S current published Program Specifications when it is shipped to LICENSEE. LICENSOR warrants that it has title to the Licensed Programs and/or the authority to grant licenses to use third party programs. LICENSOR warrants that the Programs shall perform substantially in accordance with the Documentation for a period of not less than five (5) years from the date of initial installation and that the Program(s) media is free from material defects. AGREEMENT 59110301 Page 3 of 5 9 EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM AND ITS PERFORMANCE, INCLUDING A .L IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, AND THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF LICENSED PROGRAMS. LIMITATION OF LIABILITY: LICENSEE agrees that LICENSORS liability hereunder for damages including but not limited to liability for any funds, mutual breach of this Agreement or patent and copyright infringement and regardless of the form of action, shall not exceed the charges paid by LICENSEE for the particular Licensed Program or related materials involved. LICENSEE further agrees that LICENSOR will not be liable for any lost profits, or for any claim or demand against the LICENSEE by any other party, except a claim for patent or copyright infringement as provided herein. No action regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than one year after the cause of action has occurred, except that an action for non - payment may be brought within one year after the date of last payment. IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE OR EVEN IF SUCH DAMAGES AROSE AS A RESULT OF THE NEGLIGENCE OF THE LICENSOR, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES, WHETHER IN AN ACTION BASED ON CONTRACT OR TORT. 11. SEVERABILITY If any of the provisions of this Agreement are invalid under any applicable statute or rule of lave, they are to that extent, deemed omitted. 12. GOVERNING LAW This Agreement shall be governed by the laws of the State of Texas, USA. Venue shall be in Williamson County, Texas, with Federal venue in the nearest federal court to the City of Round Rock. 13. INJUNCTION AND EQUITABLE REMEDIES The LICENSEE hereby recognizes that the Licensed Program is a valuable asset of the LICENSOR and that any remedy contemplating, inter alia, the award of monetary damages in the event of a violation or impending violation of any of the terms and provisions of this Agreement shall be inadequate. As a result, the LICENSOR shall, in addition to any other relief available to it (including, without limitation, monetary damages to the extent that the LICENSOR proves such damages), be entitled to the remedy of injunction and other equitable remedies without having to establish the inadequacy of any remedy available to it. The LICENSEE hereby undertakes not to make any defense in proceedings regarding the granting of an injunction or specific performance which refer to the availability to the LICENSOR of other remedies. 14. ENTIRE AGREEMENT The terms and conditions of this Agreement, including the attachments listed below. constitutes the entire Agreement between the parties and supersedes all previous communications, representations, or agreements, either written of oral, with respect to the subject matter hereof. No modifications or amendments of this Agreement will be binding on either patty unless acknowledged in writing by their duly authorized representatives. i. Request for Proposal (RFP) Number 98 -17 -0001 ii. High Line's response to the RFP iii. High Line's best and final offer ( revised letter dated April 8, 1998). iv. Schedule to program License Agreement v. Annual Service Agreement vi. Schedule 1 AGREEMENT 5980301 Pogo 4 of 5 10 IN WITNESS WHEREOF, LICENSOR and LICENSEE, by their respective authorized agents, have caused this Agreement and its attachments to be executed, effective as of the date by which all parties hereto have affixed their respective signatures, as indicated below. ST: of Round Rock HIGH LINE CORPORATION Per: Name and Title: Karl Niemuller, President Date: April 8, 1998 CITY, R UND ROCK Per 47117/7"- Name and Title: Date: AGREEMENT #980301 Pogo 5 of 5 11 SCHEDULE TO PROGRAM LICENSE AGREEMENT # 980301 PART I - PROGRAMS COVERED BY THIS AGREEMENT The NT version of the following PERSONALITY 2000 modules to process up to 500 active Employee Records, Employee Records being defined as the highest number of employees administered by the system in any month during a twelve month service period on the Designated Equipment.. LICENSEE has the right to up -grade the Designated Equipment as described in Part II of this Schedule without an increase in license fees covered by the Agreement to which this Schedule is attached. The increase in license fees is governed by the number of Employee Records processed as covered in Part 1 of this Schedule. The programs covered by this Schedule include: RECORD KEEPING PAYROLL BENEFIT ADMINISTRATION ATTENDANCE SALARY ADMINISTRATION POSITION CONTROL Subtotal - License Fee (Option "A" Modules) 550,000.00 FINANCIAL COST CONTROL RECRUITMENT TOTAL LICENSE FEE 557,500.00 As additional Programs are purchased, an Addendum to this Schedule shall be issued. PART H - DESIGNATED EQUIPMENT Designated Equipment shall identified under separate agreement and attached hereto and made a part hereof by reference. PART III - PAYMENT SCHEDULE $ 3,750.00 $ 3.750.00 25% Due upon signing of the Agreement 25% Due upon delivery of first installation tape 40% Due on Pilot Acceptance date (to be defined and documented during the Implementation Planning Session) 10% Due on "Go Live" date of Phase I (to be defined and documented during the Implementation Planning Session) The Payment Schedule is governed by the Implementation Planning Session Document. Should LICENSEE cause any variations to occur from the Planning Session Documents, such as inability to provide adequate resources, said Documents will continue to govern the Payment Schedule. Should LICENSOR cause any variations to occur from the Planning Session documents, such as inability to provide resources as scheduled for training and consulting or an inability to deliver any Licensed Program that does not conform to LICENSOR's current published Program Specifications, actual dates of Pilot Acceptance and "Go Live" will govern the Payment Schedule. Schedule to Program License Agreement 5980301 Page 1 of 2 12 PART IV - ADDITIONAL TERMS AND CONDITIONS 1. THIRD PARTY RUNTIME LICENSES - Optional: CLIENT /SERVER (Option "A" pricing of RFP) Report 2.5 Technical Report Writer JCS Job Scheduling Software End -User Report Writer ORACLE Discoverer 1 Administration Edition 1 User Edition Additional User Editions maybe purchased at $999 per user Support for third party software is extra. $ 7,500 ORACLE Database Runtime License ORACLE Server 15 Concurrent Users at 5250 per concurrent user S 3,750 Additional users maybe purchased at a cost of $250 per user ORACLE SQL"Plus — 1 copy $ 400 5 1,999 $ 999 2. PURCHASE OPTION — LICENSOR agrees to provide LICENSEE a one year option commencing on the start of the project to purchase the remaining modules, as listed as Option "B" modules in LICENSOR's response to LICENSEE's Request for Proposal 98 -17 -0001, at the same price structure as stated. Said modules include Safety & Health, Career Planning, Labor Relations, Work Scheduling and Time Entry. Schedule to Program License Agreement #980301 Page 2 of 2 13 DATE: April 17, 1998 SUBJECT: City Council Meeting, April 23, 1998 ITEM: 10. B. 3. Consider a resolution authorizing the Mayor to execute an agreement with High Line Corporation for the Human Resources and Payroll Systems computer application software. The software includes Human Resources Record Keeping, Payroll, Attendance, Salary Administration, Position Control, Financial Cost Control and Recruitment modules. The total cost for this agreement is $181,918 and is included in the operating budget. Staff Resource Person: David Kautz, Finance Director Through a competitive proposal process, on -site scripted demonstrations, interviews, negotiations and site visits to vendor clients, staff has selected the High Line application software for the City's Human Resources and Payroll systems. The software is compatible with the City's financial systems software and database management systems. The anticipated implementation "live" date is January 1, 1999.