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CM-05-07-131
Request for City Council/City Manager ActionR 59 City Council City Manager Submit completed form for ALL City Manager and City Council approvals. Department Name: Contact Person: Human Resources/Payroll Project Name: Highline Self Service Noelle Jones/Cheryl Delaney Project Manager/Resource: Kristie O'Hara Project Coordinator: Assigned Attorney: Jkay (already reviewed) tncil.or City Manager iprovdllAgenda Date: 15 -Jul -05 Blue Sheet Wording 605 lnistration Use°ONLY' Tag#: yrr 1-ta5- d1-13 Documents:. Scan Date: Return,to: R'ic%f wden Contractor/Vendor: Highline Funding Source: Amount: The attached agreement addendum gives credit to the City for software we included in the Highline Self Service project but in turn do not need. The City has not paid for this module. This addendum is an update to the agreement only. Finance Information Is Funding Required? Finance Approval x❑ Finance ❑ Finance E3 Purchasing ® Budget Yes E No Initial Construction Contract Construction Contract Amendment Change Order Change in Quantity Unforeseen Circumstances Initial Professional Services Agreement Supplemental Professional Svcs. Agr. Purchasing/Service Agreement Purchase Order Item(s) to be purchased: Amount Other (Please clearly identify action on lines below) L. Olsen E. Wilson Howard Baker Cheryl Delaney Date 7/13/2005 Date Date Date 7/11/2005 7/12/2005 7/11/2005 ForSubmi'ssiion to ALL C't Council and Cit 'Mana. er Action Items Project Mgr. Signature: Date:7/ 1 ey=Signature*: 'r � Date: City Manager Signature: AA Date: i - al -O tJI Date: r1 // 03 1QPL rr Gtgra itl„Le• - , praval,aiictore`qufr4coci items req ues,'tinci City Manager/.',040:00.0fit4OkCouncil Updated 6-9-05 BLUE SHEET FORMAT DATE: July 6, 2005 SUBJECT: City Manager Signature - July 15, 2005 ITEM: Highline Agreement Addendum (CREDIT) Department: Human Resources/Finance Staff Person: Teresa Bledsoe, Director of Human Resources/Cindy Demers, Director of Finance Justification: Contract update to reflect the IPTR Time Entry Facility credit for the Highline Self Service project. Funding: Cost: ($4800) Credit Source of funds: General Fund Operating Budget Outside Resources: N/A Background Information: As part of the Supplemental Agreement with Highline signed by Council in February 2004, the City intended on purchasing a time entry facility from Highline (IPTR). Through the project evolution, this facility is not needed by the City. Highline is updating the contract to reflect this change. Highline has not been paid for this facility so this is a contract update only, Public Comment: N/A Blue Sheet Format Updated 01/20/04 between: and: Dated this 13th Day of December, 2004 AMENDMENT TO AGREEMENT ADDENDUM #031001 HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario L3R 9R6 Canada (hereinafter referred to as LICENSOR) CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as LICENSEE) This is an Amendment to the Program License Agreement 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 agreement stated above. When in conflict with the original agreement, the terms and conditions of this Agreement Addendum shall prevail. TERMS AND CONDITIONS LICENSOR agrees at the request of LICENSEE, to rescind on the Software license for IPTR Time Entry Facility. As a result, this Amendment shall indicate the credit value of the license as follows: PART I - SOFTWARE LICENSES CREDITED BY THIS AGREEMENT IN WITNESS WHEREOF the parties have executed this Agreement as of the effective date stat-, erein. LINE CORPORATION Si ed by Karl Niemuller Name (typed or printed) President Title Dec 15, 2004 Date elm-cS-cn-y ) ) ) ) ) ) '"Arno . fuse, P.8. ) Name (typed or printed) ) )) ) 7—aa-o5 ) Date CITY OF ROUND ROCK ed by Cr; y rrpA1/166 zi Title CRR Agreement Addendum Amendment #031001-A 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. K=\WPDODB\RBSOLUTI\R8O4231a3.RPD/acg 99% RESOLVED this 23rd day of April, X998. ATTEST: LAND, City Secretary 2 CHARLES CULPE?PER, Mayor City of Round Rock, Texas May 25, 1998. Ms. Cindy Demers CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 478664 - Li 8920 Woodbine Ave Suite 402 - Markham, Ontario 1.3R 9W9 Tel: (905) 940-8777 Fax:(905) 940-8770 Dear Ms. Demers: Enclosed, please find your copy of each of our 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 LINK CORPORATION Jackie Johnstone Manager, Finance & Administration (905) 940-8777 Ext. 247 Email: jjohnstone@F-Iighi ineCorp.com Enclosures BETWEEN: and THIS AGREEMENT made this 12th 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. 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 1 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. LICENSOR shall use its best efforts to schedule any of the travel, accommodations and related services to coincide with other installations in the generaliota ionof )) Round Rock so the expenses may be shared between Round Rock and any other installation site(s). y> 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 update to said program heereient nattercfurnished to LICENSEE by LICENSOR. basic and related materials pertinent to said program, and any 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" shalt 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 #980301 Pup 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 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 Licensed Program only on the Designated Equipment identified in Part II to this Agreement without right to sub -license or rent_ The Licensed Programs and all copies thereof are the property of the LICENSOR and title thereto remains with the LICENSOR. All applicable rights in patents, copyrights, trade- marks and trade secrets in the Licensed Programs are and will remain within LICENSOR. The LICENSEE shall not sell, transfer, publish, disclose, display, disseminate or otherwise make available any Licensed Program or copies thereof to others. The LICENSEE agrees to secure and protect each Licensed Program and any copy thereof, from use by Third Parties and agrees to take appropriate action through instruction with its employees who are permitted access to each Licensed Program or copies thereof, to satisfy its obligations under this Agreement. LICENSEE may generate, develop and use Derivative Programs. LICENSOR has no rights in Derivative Programs and neither party has any liability or obligation to the other in reference to Derivative Programs. LICENSEE shall maintain records specifically identifying each Licensed Program and the associated Designated Equipment delivered under this Agreement and shall make such records available to LICENSOR during regular business hours upon reasonable notice for purposes of enforcement of the terms and conditions of this Agreement. LICENSEE shall not disassemble, de -compile, translate, reverse engineer or create derivative works from the Licensed Programs. 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 I. LICENSOR agrees to notify Lincoln -Parry Associates Inc., with whom LICENSOR has a Software Escrow Agreement, that LICENSEE has become an eligible beneficiary under this Agreement. 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 LICENSEWS 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 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 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 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 O980301 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 DAMAGESEXPRESS OCCCCURRR NNG OUT OF OR IN CO NTY IS IN LIEU OF ALLLNNECT ON WITH OROATF EGUSEONS OR PERFORMANNCEF OR OF LICENSED PROGRAMS. LIMITATION OF LIABILITY: LICENSFF 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 LICENSFF 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, LICENSFF 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 set 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 #980301 Page 4 of 5 14.. INJUNCTION ANIS EOITITABLE REMEDIES The LICENSEE hereby recognizes that the Licensed Program is a valuable cable assetn of the a IC NSOn oand i that any in of remedy contemplating, inter alia, the award of monetarydamages 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 without out LICENSOR proves the inadequacy n damages), of be anyremed tQavailable o he remeinjunction and other dy of LICENSEE hereby undertakes notto remedies make anye hdefense to in establish regarding tany Y aa jabi availability the LICENSOR proceedingst other remgedies ranting of an injunction or specific performance which refer to the 15. ENTIRE AGREEMENT The terms and conditions of this Agreement, including the attachments listed below, constitutes the entire Agreement between the parties and supersedes alt 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. 1. 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 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: HIG NE CC}I PORATION Per: Name and Title: Karl Niemuller, President Date: May 12,1998 CITY 7Ny R CK Per: Name and Title: &IJg1(,GES CUGPePPEL mAyok Date: 'nay 1141 19 Oo AGREEMENT #980301 Page 5 or 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 -grade the Designated Equipment as described in Part II of this Schedule without an increase in Iicense 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 A I TENDANCE SALARY ADMINISTRATION POSITION CONTROL Subtotal - License Fee (Option "A" Modules) $50,000.00 FINANCIAL COST CONTROL $ 3,750,00 RECRUITMENT $ 3.750.00 TOTAL LICENSE FEE $57,500.00 As additional Programs are purchased, an Addendum to this Schedule shall be issued. PART II - DESIGNATED EQUIPMENT Designated Equipment shall identified under separate agreement and attached hereto and made a part hereof by reference. PART III - PAYMENT SCHEDULE 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 #980301 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 1, 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 Additional users maybe purchased at a cost of $250 per user ORACLE SQL"Plus -1 copy 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 $ 3,750 $ 400 $ 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 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 and unp listed dHIGH on Schedule LI1 attached to this Agreement, hereinafter called THE SYSTEM, S 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 program 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 PAYROLLTAX114 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 PAYROLLTAXTm 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 High Line's best and final offer iv Schedule I This Agreement %hall be governed by the laws of the State of Texas, USA. Venue chart 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 ave the effective date stated herein. ATTEST: C Round Rock 4.41.45C, RIGTION Per: Name and Title: Karl Niemuller, President Date: April 28, 1998 Name and Title: 04/K.(..S aUL P PPL t /fAya, Date: MA pi, 1948 SCHEDULE 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 5 8,950.09 THIRD PARTY SOFTWARE Client/Server: Oracle Report 2.5 JCS Joh Scheduling Oracle Database Runtime License 5 Concurrent Users Oracle SQL*Pius (1 copy) $ 1,200.00 483.00 600.00 200.00 Oracle Discoverer: I Administrator 500.00 1 User 250.00 Subtotal — THIRD PARTY SOFTWARE Si 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. TOTAL $12,183 00 Stated in US Dollars High Line Cnrpotation 8920 WOODBINE AVENUE, SUITE 402 MARKH'AM, ONTARIO L3R 9W9 TEL (905)940-8777 FAX (905)940-8770 April 8, 1998 REVISED Ms. Cindy Demers CITY OF ROUND ROCK 221 East Main Street Round Rock, TX 78664-5299 Dear Ms. Demers, 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 1 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. 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 $ 57,500 $ 8,950 $ 7,500 $ 4,150 $ 2,045 $ 2,998 5 4,000 5 29,600 S 4,000 $ 16,000 5 4,000 12.2 Page 3, Item 1.3 — The dates for Contract Award and the Project Implementation "Kick Oft" 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 I80 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 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. S 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 win 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 1 (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 (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. DATE: February 20, 2004 SUBJECT: City Council Meeting - February 26, 2004 ITEM: 8.C.4. Consider a resolution authorizing the Mayor to execute Supplemental Agreement No. 1 with High Line Corporation for implementation of additional software modules to the City's Human Resources and Payroll Information System. Atp.tua.1 1 -1AmOier‘r- Department: Finance and Human Resources Staff Person: Cindy Demers, Finance Director Teresa Bledsoe, Human Resources Director Justification: This project will involve the implementation of four new modules to the HR and Payroll Information System. These modules include time management, employee and manager self-service, workflow and training. This implementation is expected to increase efficiency by eliminating redundant data entry of employee time, allowing all City employees and managers to manage their time and personnel information on-line and to route information and approvals electronically. In addition, the training module will enhance the City's ability to track and plan employee development. Funding: %6 S60 Cost: $.9.4560 (plus reimburseables) Source of funds: General Self -Financed Construction Outside Resources: Salvaggio, Teal and Associates Background Information: Public Comment: N/A In 1998 the City of Round Rock purchased and implemented the High Line "Personality" Human Resources and Payroll Information System. The initial implementation and upgrades have been very successful. This contract is the planned next phase of utilizing the software capabilities and web technology to their fullest capacity. RESOLUTION NO. R -04 -02 -26 - WHEREAS, the City of Round Rock has previously entered into an Agreement with High Line Corporation for human resources and payroll computer application software for the Human Resources Department, and WHEREAS, High Line Corporation has submitted Supplemental Agreement No. 1 to the Agreement to include four additional software modules, and WHEREAS, the City Council desires to enter into said Supplemental Agreement No. 1 with High Line Corporation, 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 Supplemental Agreement No. 1 to the Agreement with High Line Corporation, a copy 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. RESOLVED this 26th day of February, 2004. ATTEST: NYLE MAXWELL, Mayor City of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secretary BPPDeoktpp\::pp .4fl:4ii➢O]((RaolommyffiaEr.II/H WWsc between: Dated this 8th Day of January, 2004 SUPPLEMENTAL AGREEMENT #1 HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario L3R 9R6 Canada (hereinafter referred to as LICENSOR) and: CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as LICENSEE) This is an Addendum to the Program License Agreement #980301 between High Line Co City of Round Rock. g Corporation and This document when duly signed by both parties will constitute an Agreement Addendum to the original agreement stated above_ When in conflict with the original agreement, the terms and conditions of this Agreement Addendum shall prevail. TERMS AND CONDITIONS 321c457) LICENSOR agrees to provide LICENSEE, a non exclusive and non -transferable perpetual use of PERSONALITY2000 Application Modules to process up to 750 active Employee/Retiree ieese fore Employee/Retiree Records being defined as the highest number of records administered by the som- r any month during a twelve-month service period PART I - SOFTWARE LICENSES COVERED BY THIS AGREEMENT Time Management Self -Service Stdl Employee & Manager Self -Service Stdi Training & Develo rmerit $8,000 Yrio _ ....$4,000 /This cost does not include any enhancements/tailor ng ofscreens/forms. License Fee Payment Terms: Each License Fee/Module is due 100% upon System Acceptance Criteria as outlined in Section 9.0 of the Personality Self -Service Implementation Plan. Term is Net 30 from Invoice Date. Maintenance Payment Terms: EXHIBIT - CRR Agreement Addendum #031001 Page 1 'o s s rrA» *A Warranty of 180 days commences the date of system acceptance. Personality maintenance is due upon expiry of the Warranty Period_ Maintenance Fees are in addition to and capped according to the Terms and Conditions of Annual Service Agreement #980301. Upon expiry of the Warranty period, the fees will be pro -rated to merge with the current Service Term ofOctsb-a-177 /3 30. PART III - IMPLEMENTATION COSTS Project Planning + Report Software Installation and Technical Training $4,200 Employee and Manager Self Service and Time Management Self Service Training & Development and Workflow Troubleshooting Assistance Remote Project Account Review, with approximately 1/2 day/week committed over a 12 week timeframe $3,000 Course F 110 Days �z i.V \ilt. 1d0..1s ..._ IyIY/�1/r�i •'r1 ..M $5,000 ,$5,000 $10,000 5ccn'•._ $6,000 The implementation methodology and High Line assistance has been defined in the Personality Self - Service Implementation Pian. Costs are estimated based on High Line's understanding of City of Round Rock's requirements at this time_ Additional assistance may be requested depending on the complexity of your rules. Round Rock will only be billed for actual on-site and remote hours incurred_ Implementation Payment Terms: Travel and Out -of -Pocket Expenses for on-site sessions are additional costs and billed as incurred_ Daily per diems are capped at $30 per day_ High Line commits to obtaining the best cost for travel to Round Rock All fees will be billed as incurred and due 30 days from invoice date_ PART IV - ORACLE APPLICATION SPECIFIC LICENSING Oracle DB License, Standard Edition Oracle DB Maintenance' 2 Processor Licenses @ $9,000/Processor 2 Processor Licenses @ $3,300/Processor $18,000 $6,600 �,,,,o;, $3,750 ^ yf A, $1.,800712. ='i SO 42; (4p,1 fia,{o";) $14,250 ,.< $a. t3 $4,800 CRR Agreement Addendum #031001 Page 2 Oracle Application 1 Processor License $3,000 Server - Java $© Edition Oracle Application Server - Java Edition, Maintenance Oracle License Payment Terms: Payment of Oracle Application Software and Maintenance Sublicense 1" initial delivery and installation of the Oracle software. Note I This is the current year's renewal fee to June, 2004. Credit for time of install_ fees is due within 30 days of the actual usage will be applicable at IN WITNESS WHEREOF the parties have executed this Agreement as of the effective date stated herein. HIGH LINE CORPORATION Signed by Karl Niemuller Name (typed or printed) President Title Date CITY OF ROUND ROCK Signed by Name (typed or printed) Title Date CRR Agreement Addendum #031001 Page 3 Personality Implementation Plan maks City of Round Rock Self- Service Prepared By: Brian Diamond and Ray Morrell. December 18, 2003 Prepared By: Brian Diamond and Ray Morrell Updated: City of Round Rock and High Line February 9, 2004 Version: Draft 13. City of Round Rock Personality Implementation Plannin Report Table of Contents Table of Contents Participants 2 City of Round Rock High Line Corporation Project Scope Project Activities Project Assumptions Planning Session Objectives 1 Implementation Overview 1.1 Implementation Goal 1.2 Implementation Approach 1.3 Implementation Stages 1.4 Team Members/Commitment 1.5 The Support Line and Problem Log 1.6 Implementation/Testing Room 1.7 Reporting Approach 2 Module Features 3 3 3 3 3 .4 4 5 5 3 Detailed Analysis 3.1 Conversion 3.2 3.3 3.4 3.5 3.6 Payroll Process Time Management Self Service Training and Development Employee / Manager Self -Service Work Flow 4 Training Plan.».._».».._.. 4.1 Personality Training ""•" 4.2 End User Training 4.3 Personality Technical Training 5 Documentation».»_..». ,..._._.»» ....................» .»..»».».....»...»».......... 5.1 System Manuals». 5.2 User Manuals 6 Action Items »„ _ 7. Software Enhancements 8 Key Dates & Milestones.. 8.1 PHASE 12004 »» » » 9 System Acceptance Process. .... -.» 9.1 System Acceptance Milestones 9.2 System Acceptance Test Plan 9.3 System Acceptance Sign Off Procedures 9.4 System Acceptance Criteria Assumptions Page 2 of 22 5 6 7 8 9 10 10 11 11 11 12 12 12 13 13 13 13 13 13 13 14 14 14 16 16 17 17 17 18 19 City of Round Rock Personality Implementation Planning Report Phase I Planning Session Dec 18-19, 2003 Participants City of Round Rock Cindy Demers Kristie O'Hara Paula Freeman Becky Martinez EIaine Wilson Noelle Jones Teresa Bledsoe Lance Jobson Nigh Line Corporation Finance Director HR Training Specialist (Project Manager) HR Payroll Treasury & Finance Supervisor (Supervises Payroll) Financial Programs Manager HR Director DBA Brian Diamond Director,Professional Services Ray Morrell Senior Consultant Protect Scope With Personaiity200° implementation projects, a critical success factor is that the scope of the project be clearly defined. Not only does the project scope identify what will be done, it also defines what is not included. Adhering to the defined project scope ensures that modifications and customizations are kept to a minimum. Project Activities • The Project will focus on implementing the modules identified in section L 1 below, Phase 1 by August 31, 2004. • Phase I includes: Employee/Manager Self Service Time Management Self Service Work Flow Training and Development. • Phase II will include rolling out Employee Self Service to all employees_ • The scope of Phase I and II of this Implementation Project does not include any interface or reporting requirements other than those met by High Line standard Page 3 of 22 City of Round Rock Personality Implementation Planning Report programs, unless identified specifically within this planning report, or for which High Line prepares a software quotation that CRR accepts_ This exclusion does not apply to any custom reports (Discoverer) that the implementation team elects to develop during the project_ Project Assumptions In order to meet the Objectives and satisfy the Scope, the following assumptions have been identified. • Availability of sufficient Resources from both High Line and CRR as defined by the Project Plan. • CRR's Project Manager, will be available at a minimum of 50% of the time to fulfill her duties. • CRR's Implementation Team members will be available 100% of the time when High Line is on-site_ • While High Line is off site, the CRR's Implementation Team will be available as defined in 1.4.6. • Any out of Scope activities will affect the Go Live date. Planning Session Objectives • Confirm the Modules and Features • Review Implementation Step Details • Complete an Implementation Timeline • Review Responsibilities and Expectations of Team Members • Complete the Detailed Analysis of Requirements • Establish an Action Plan Draft Implementation Planning Report Page 4 of 22 City of Round Rock Personality Implementation Planning Report 1 Implementation Overview 1.1 Implementation Goal To install the Phase I Self Service modules of Personality. Phase I modules • Time management Self Service • Employee Self Service • Manager Self Service • Work Flow • Training and Development 1.2 Implementation Approach The Personality implementation approach will be based on the principle of Train -the - Trainer. This includes one application at a time on-site training provided by High Line to CRR's Implementation Team. During these training sessions, the High Line Implementation Specialist will guide the team to the best approach to utilize the system's fiinctionality to meet their business requirements. Examples are defined in the Development system during the training and then the Implementation Teani is responsible for developing their rules, policies and procedures in the Production system_ High Line will provide additional trouble shooting resources to assist the implementation team as defined on the implementation timeline and key dates. In addition to the on-site training/trouble shooting sessions, High Line can provide additional remote consulting to assist the Implementation team during the time when the Implementation Specialist is not on site and to assist in the project management. This is a billable service_ High Line's Responsibilities Analyze business requirements and provide resolutions Provide •application module training to the implementation team Provide onsite and remote implementation support and consulting Provide onsite and remote technical assistance and training Program and successfully test custom modifications Conduct System Acceptance testing with CRR Assist with testing processes CRR's Responsibilities Provide the implementation team Provide project management Provide details of the business requirements Make business decisions affecting the project Pages of 22 City of Round Rock Personality Implementation Planning Report Create the development system Set up and test the rules and policies Prepare user documentation Provide or approve specifications as required for custom features Test custom features Conduct a development completion test once the rules are defined Conduct conversion activities Conduct system acceptance testing Conduct the production and parallel tests Conduct end-user training 1.3 Implementation Stages The steps involved in implementing the Personality system. Stage 1 - Software Setup Stage 2 - Pilot System Development Stage 3 - Live Cutover 13.1 Project Setup 1.3.1.1 High Line will provide this Implementation Planning Report based on the discussions of the Implementation Planning Meeting and the preliminary data gathering. 1.3.1.2 CRR will also attempt to resolve any business issues prior to the first session. 1.3.1.3 CRR and High Line will review this Implementation Planning Report, Business Requirements List and Time Line and agree to the project scope, contents and resource commitments_ 13.2 Hardware Setup 1.3.2.1 The City of Round Rock will purchase an application server to house the Oracle Application Server, Java Edition. This will be a Dell 12 GHz single processor with 2GB of RAM running Windows 2000/SP 1 _ We have reviewed the computer specifications and they are above the High Line recommended specifications. 1.3.3 Software Setup 13.3.1 For the Self -Service implementation, the Oracle database can be 8i or 9i. The City has determined that their goal is to implement Oracle 9i in Production prior to the start of this project. The Oracle 9i database is scheduled to be in Page 6 of 22 City of Round Rock Personality Implementation Planning Report Production February 16, 2004. The upgrade process will include upgrading to Discoverer 4.x. CRR must have installed all required business patches in order to run Personality 3.04.03 on Oracle 9i. 1.3.3.2 High Line technical staff will be on-site to install the Personality Self -Service applications and the Oracle Application Server software on to the development server pointing to the test database server. During this session, High Line will also: a) Install and provide an overview of the conversion utilities. The conversion utility will be required to load in historical information for training history into the class registration table only. b) The site configuration record will be reviewed in order to configure the system for sending e-mail from WorkFlow. c) Review the method of configuring Self -Service to use the production database server for moving into production. 1.3.3.3 CRR will consider upgrading Oracle Discoverer to v,4.x, which will allow for reporting over the web. Wed, 1.3.3.4 During the software load session, High Line will provide basic technical training to allow the CRR's technical staff to gain familiarity with the application. rtoy,R 1 1.4 Team Members/Commitment 1.4.1 We discussed the roles of the implementation team members_ There will be 3 key CRR people in the implementation group. All team members will be present for all training whenever possible and for key training sessions_ 1.4.2. The team members will have access to additional resources from their areas, but. these resources are typically not involved in the training sessions with High Line. 1.4.3 The implementation team members will be allocated 100%. while High Line is on- site and during the remote sessions_ CRR will be responsible for testing and confirming the set up approach while High Line is off-site. High Line recommends a minimum of 50% of the team member's time for this task. If the 50% time is not allocated by CRR, additional testing time will be required to be added at the Development system completion stage and will impact the go -live date_ Page 7 of 22 City of Round Rock Personality Implementation Planning Report L4.4 Ray Morrell (rmorrell(ahighlinecorp_com) will be the Senior Consultant assigned to CRR for the application module training_ Brian Diamond (bdiamond@highlinecorp_com) will be the Account Manager for High Line Corp_ Brian Diamond will be assisted by Robert Forbes (rforbes@highlinecorp.com). A member of High Line's Technical Services team will be assigned for the technical training. Any changes to High Line implementation team members during the scope of this project must be approved in advance by CRR. 1.4.5 Kristie O'Hara will assume the role of Project Manager, committing a minimum of 50% of her time during project timeline to fulfill these responsibilities. High Line requires that one person be designated to receive all correspondence from High Line for distribution to the team members and other appropriate staff, as well as coordinating any calls to High Line for problem resolution. Kristie O'Hara will be the primary contact. 1.4.6 Core Team will be comprised of the following members: Kristie O'Hara HR Training Specialist (Project Manager) Paula Freeman HR Becky Martinez Payroll These resources will work on the implementation project when not in a training week committing 50% of their time to the project. 1.4.7 A decision is required on the resource assigned to the Web Administrator role within CRR. 1.5 The Support Line and Problem Log 1.5.1 Specific High Line staff members are assigned to assist clients during implementations. CRR also has the ability to contact the support line. All calls made to the support line are logged, and clients should maintain their own call logs, taking responsibility for checking on the status of outstanding calls_ A sample call log form will be provided from High Line, where we recommend that you use the High Line call number as a reference_ We will implement a call log review procedure to ensure that any problem log items that are required prior to going live are completed. High Line recommends that on a bi-weekly basis your call log be forwarded to High Line, e.g_ on Monday, allowing Tuesday for investigations and a conference call on Wednesday to review the status of each item_ Maintaining this log and procedure is the responsibility of the Project Manager at CRR_ 1.5.2 High Line uses a call status to categorize logged calls as follows: Page 8 of 22 City of Round Rock Personality Implementation Planning Report 1-A+ Critical, needs immediate attention as client cannot proceed with processing (i.e.: Live payroll is stopped and cannot proceed). During Implementation, this status also means that a client cannot go into live production until this issue is resolved, and is held up in testing due to the severity of the issue. 2-A Should be available in a software patch_ During Implementation, this status means that the client cannot go into live production until this issue is resolved. 3-B Should be available in the next scheduled release. This status means that the client has a work around to the issue. 4-C Reported the issue. High Line has noted this and may consider for a future release. Clients have the ability to request a change in the priority of items, but this is typically billable, and High Line will submit an estimate of the cost for approval. 1.5.5 Additional Remote Project Management/Assistance during Implementation Project Management/Assistance is a set cost (based on the length of implementation, per the Cost Proposal provided). Project Management/Assistance is an assignment of the Project Account Manager. The purpose is to ensure a successful project by managing internal High Line resources assigned throughout the course of the implementation. The Project Management assistance provided by High Line does not replace the roll of Project Manager in the Client's Implementation Team. Project Management/Assistance include the following services: • Liaise with the Client to assist with overall management of the project • Assist Client with issues, to analyze business requiteinents and provide resolutions • Manage Log Issues, including participation in Log Reviews, working with the client to set priorities and achieve resolution of issues • Provide assistance with custom modifications by providing oversight on issued quotations and deliverables. 1.6 Implementationfresting Room 1.6.1 Discussed the benefits of having an implementation "room", where the team members work on the project and avoid the disturbances that would occur in their Page 9 of 22 City of Round Rock Personality Implementation Planning Report normal work locations. A training room will be reserved for the on-site training but a dedicated room is not available for the non -training weeks. 1.6.2 There will be one PC per team member. The PCs will require access to the Internet via IE 5.5 and connection to the application/database server. 1.6.3 The training room should contain a printer, a white board or flip chart, a speakerphone, and an overhead projector if available. 1.7 Reporting Approach a). There are no standard reports provided with the Self -Service application. The information is available in online forms. There are standard reports available within the Personality professional user interface application. b). Any reports not provided with the standard system, and determined to be required, will be the responsibility of CRR. CRR can request that High Line create these reports, if required. High Line will provide a quote on the cost of any programming for CRR's approval prior to proceeding. Sufficient notice is required in order to schedule the custom programming. c). If a report is required, but not part of the standard system, CRR will choose the most appropriate tool to create the report, (e.g. Reports or Discoverer). High Line's standard reports are created with Oracle Reports. High Line does not provide training for Oracle Reports. This training is provided by Oracle. High Line will provide training on the Discoverer software. d) High Line will provide the source code for the non -update reports. If CRR alters a standard report, then the warranty covering that report is voided, but no other component of the Personality product is affected. It is CRR's responsibility to make any future modifications to the reports are related to new releases. High Line does not support any client modified/created reports. 2 Module Features Discussed the ability to Phase the implementation, determining that the focus would be on implementing the features required in order to implement Time Management, ESS/MSS, Training and Development and Work Flow. Reviewed and discussed the concepts and features of the Personality system using the features checklist. Please see the attached CRR Product Features spreadsheet for details. The features discussed are available in the 3.04.03 release of Personality, however any enhancements will require the 3.05.01 release of Personality. CRR will upgrade to the 3.05.01 version.of Personality since enhancements to the Self - Service features are required. High Line confirmed that all product features and Page 10 et22 City of Round Rock Personality Implementation Planning Report enhancements identified in Section 10 - CRR Product Features function as discussed in version 3.05.01. 3 Detailed Analysis The notes below are related to items found in the Business Requirements list in section 2.0. Notes are provided where a discussion of capabilities/requirements has occurred to help clarify issues that may arise during the implementation. 3.1 Conversion 3.1_1 All historical courses and classes must be set up in P2K. Conversion utilities will be used to convert employee training history data from an excel spreadsheet into P2K. 3.1.2 Email addresses are required to be loaded into employees' assignments_ It will be CRR's responsibility to load this data into P2K. The conversion utilities are not designed to update employee records and cannot be used for this purpose. 3.1.3 Additional employee data such as Nextel phone numbers, pager numbers and additional office phone numbers exist in other databases_ It will be CRR's responsibility to toad this data into P2K. Please see software enhancements for further details. 3.2 Payroll Process 3.2.1 In order to support the distributed time entry and use standard calculations a re- engineering of the payroll process is required_ This will include: - Implementation of a new FLSA process; presently calculated with UserCalcs and a manual spreadsheet for the Fire department. Implementation of new premium set up to support the FLSA calculations; presently entered in the Sundry Screen - Applying Over Time rules for weekly and bi-weekly over time_ Hrs worked over 40 in a 7 -day period and over 80 in a 14 -day period are calculated at 1.5. Holiday time is time worked. Leave time reduces regular time. Presently calculated with UserCalcs. Additions/changes to Work Rules in order to support Self -Service. - Definition of employee security_ 3.2.2 Batches are currently being generated at the Personality department level or groups of departments. This level is referred to as the division level by CRR. This will be the same level of batch generation for the Self -Service application_ Page 11 of 22 City of Round Rock Personality Implementation Planning Report 33 Time Management Self Service 3.3.1 The goal for Phase I is to have Timekeepers enter employee's time. There are approximately 30 timekeepers_ 3.3.2 A pilot group of employees will be entering their own timesheets online in Phase I_ The Finance and HR departments will be the pilot group. 3.3.3 Goal for Phase II is to roll out time entry to all employees with manager/supervisor online approvals as well as the Employee/Manager Self - Service features. 3.3.4 There are approximately 200 employees using kiosks for computer access and 450 employees with computers at their desks. 3.4 Training and Development 3.4.1 Phase I will manage the courses and classes only with the employees having the ability to enroll online and the managers approve their enrollment. 3.4.2 CRR has an Excel spread sheet with of 2 yrs of training history. This spreadsheet tracks the completed training history of all employees. CRR plans to use conversion utilities to load this data into P2K. Spreadsheet has only first/last name. CRR will need to uniquely identify the employees with either their employee number or SSN for the conversion process. 3.4.3 The team will set up and confirm the approach to the courses and classes in the pilot database. Once confirmed, the remainder of the set up will be performed in the Production database. 3.5 Employee / Manager Self -Service 3.5.1 Employees will be allowed to access and update their personal data described on the product features spreadsheet. 3.5.2 The Self -Service application's form labels are not bilingual at this time. This is a future project. CRR can create form footers and headers that can be bilingual for instructions for the employees. 3.5.3 Some team members had concerns that the Leave Balance form contained too much information. This form cannot be modified to remove the columns since the standard calculations rely on them. CRR will -describe the information with footer documents. Psge 12 of 22 City of Round Rock Personality Implementation Planning Report 3.5.4 Single sign -on user security is not supported within the Self -Service application. Each employee will reference a generic database user that has the appropriate security defined_ 3.6 Work Flow 3.6.1 Employee entered changes will update the database directly. The system will send an e-mail to the employee to verify the changes. This requires the employee's e-mail address is maintained within Personality. 16.2 In order for the Work FIow to generate automatic e-mails to the employee's supervisor, CRR will need to update the P2K application with the supervisor information on the work assignment. 3.6.3 When a notification for approval/action is sent to an individual and the approval/action is not executed upon, there is no automated method of rerouting the approval. A report will need to be created in order to identify outstanding approvals/actions. 4 Training Plan 4.1 Personality Application Training On Site sessions will be scheduled according to section 8.1 of this document. Remote sessions can be arranged. There is one remote session scheduled for Discoverer training. 4_2 End User Training CRR is responsible for conducting the end user training and roll out. 43 Personality Technical Training Technical training will be performed when the software is loaded and completed no later than April 2, 2004._ 5 Documentation 5.1 System Manuals Page 13 of 22 City of Round Rock Personality Implementation PIanning Report High Line will provide manuals on the FTP server. CRR will print copies for team members prior to the training. 5.2 User Manuals CRR is responsible for preparation of user manuals_ 6 Action Items 6.1 High Line will arrange to make the manuals available for CRR to download. CRR will be responsible for printing of the manuals for the team members. 6.2 Decide on a test group of employees, which should include managers, supervisors and employees. 7. Software Enhancements 7.1 The City requires the ability to add free- form text to the timesheets .for employees to indicate the purpose of transactions such as reasons for over -time. During the planning session it was identified that this was not in the current product. This capability does exist in the software and no enhancement is required_ 72 Ability to store and manage multiple employee contact numbers and e-mail address. This would be a change to the P2K application and a new Self -Service screen. Currently there is only one work related phone number and there is no self-service form to access this data_ This would be an enhancement. The City must make a business decision whether to manage this information in Personality or in their current custom application. 7.3 IPTR form modification utility is not licensed by the City. It is not required for go - live with the Self -Service applications, however it would be beneficial to have the IPTR form reflect the same layout as the self-service time entry form for central payroll adjustments/review. 7.4 The City is not licensed for the overtime rule calculations. There are two rules required for the City, weekly and pay period over -time_ The goal is to have employees entering their own work time and having the system calculate the appropriate over -time. This is currently handled in UserCales but it is too late in the process for time approval. The City would like the system to calculate the over -time. 7.5 Employee Timesheet — no gaps have been identified at this time_ 7.6 There is no current form in the Self -Service application to review all employee leaves in order to approve a leave request. This information is available within the TS module's standard functionality, which is not being implemented. This would be an Page 14 of 22 City of Round Rock Personality Implementation Planning Report enhancement to the Self -Service application to include a new form to display this information. Page 15 of 22 City of Round Rock Personality Implementation Planning Report 8 Key Dates & Milestones 8.1 PHASE 1 2004 Implementation Planning On Site — 2 -day Planning Session Database upgrade to 9i in Test Database upgrade into Production Ar Payroll Process Review — 5 days set up and training Software Install & Technical Training (I.S.) On Site days set up and training 3 - 1 day conversion training Discoverer Training Remote - 1/2 day admin training — 1/2 day user training Time Management SS and SS Adnan On Site — 5 days set up and training Trouble Shooting and EE Time Entry On Site — 2 days Trouble shooting — 3 days pilot EE time entry and Work Flow * TD, ESS/MSS and Work Flow Training On Site — 1 day TD training — 2 days ESS/MSS set up and training — 2 days Work Flow System Roll Out t4iiA-fto,u,i),(avica Page 16 of 22 Dec 18-19, 2003 Jan 19, 2004 Feb 16 Mar 01-05 March 29 — Apr 23 Mar 23-24 !'\1 `5 May 03— 07 June,14 -18 Auger -13 Fall 2004 AlkC c 1'd CSG 1\av l City of Round Rock Personality Implementation Planning Report 9 System Acceptance Process 9.1 System Acceptance Milestones The following are the System Acceptance Milestones, the person(s) responsible for sign off, and the dates that they must be completed by_ System Successfully Installed - Functionality — Employee and Manager Self Service Functionality —Time Management Self Service Functionality — Workflow Kristie O'Hara Kristie O'Hara Kristie O'Hara Functionality — Training & Development Kristie O'Hara Kristie O'Hara 9.2 System Acceptance Test Plan The following is the System Acceptance Test Plan that was jointly agreed upon_ These are the items that will be completed in order to satisfy the System Acceptance Milestones. Kristie O'Hara will be responsible for sign off of these items, by the date this is required by. System Installation System installed and properly configured — Orale db, 9iAS and Personality application (including Seli Service) Three instances created — 2 Demo/Training, Not and Conversion and able to access tables Able to access system via browser or client server environment (rat supported for self service) Able to sign into each environment with a browser and client server and access tables fisted in published ERD's April 2, 2004 Printers configured and tested 4 Report Server functioning 5 Browser Access tested 6 Client Server access tested Functionality— Workflow 7 documentation on features included, as far as Navigation(procedures)and specified alerts/warnings, etc_ (an example being alert that approvals are required) Able to print from Demo/Training System — print RCRSE report Ability to email RCRSE report Access Demo/Training to My Contacts in self service with acceptable response time within seconds; unless caused by network issues outside of High line's control Signon from desktop icon with acceptable response time on Derno/Training ICRS, within seconds: unless caused by network issues outside of High tine's control to /t3`py toldkg Module performs to published Ability to automate New Hire procedure for Pilot employees, including screen navigation from IEHR to tEJD to IBEL (with on -brie alerts/prompts), running RBBS and generating an email to employee's manager notifying them_ August 31, 2004 Page 17 of 22 City of Round Rock Personality Implementation Planning Report 8 Functionality— Training & Development Module performs to published documentation on features included During training, check off published features in the Training/Demonstration System August 31, 2004 9 Functionality— Employee & Manager Self Service Module performs to published documentation on features included During training, check off pushed features fn the Training/Demonstration System August 31, 2004 1 Functionality— lime Management Self Service Module performs to published .,Module on features included May 7, 2004 During training, check off published features in the Training/Demonstration System 9.3 System Acceptance Sign Off Procedures During Training Sessions — High Line Consultant will include a review of the System Acceptance Test Plan items. If complete, sign off with date and person on the Form included above. An updated copy of the System Acceptance Test Plan items should be emailed to Brian Diamond and Jackie Johnstone subsequent to the meeting. Outstanding Issues - If there are outstanding issues, these must be documented and submitted to High Line on the System Acceptance Milestone Sign Off form. High Line will have 30 days to respond to any issues. CRR must complete testing of the solution within 10 business days of delivery and either sign off or advise High Line of any issues. Failure to complete the testing within the required period will constitute acceptance_ Page 18 of22 City of Round Rock Personality Implementation Planning Report 9.4 System Acceptance Criteria Assumptions The System Acceptance Criteria Milestones and Test Plan were developed with the following assumptions: CRR is responsible for all testing. Testing must be completed as defined in the Implementation Plan_ If an extension is required for testing purposes, this may be allowed upon mutual agreement by High Line and CRR, up to a maximum of 10 working days from the original date. If High Line must make corrections to the software in order to meet acceptance criteria, the testing date required by will be delayed until 10 working days after the corrections are received from High Line. Only A or A+ status on issues that are within scope of the project and System Acceptance criteria (not change order items) will cause CRR not to sign off on an item. The status must be agreed upon by both parties. System Acceptance is defined as acceptance that the system functionality delivered meets requirements with a representative group of CRR employees, in a Pilot environment_ System Acceptance, as defined in this document, does not include Conversion, End User Training, Parallel Testing, Live Cut Over Assistance or Ongoing Support_ Page 19 of 22 City of Round Rock Personality Implementation Planning Report 10.0- CRR Product Features Feaawe or function Phase i Phase t �� Not Reg d Notes Action tom User-tailorable Transaction Entry Screen omaad screws can be used for eachpayaot n 0 0 Overtime Rules 0 TIME SCHEDULING O 0 O 0 O Feature or Function Notes 2 rules as per agreement. Action tem Define Competence Categories Prepare Assessments (Tests, Surveys, etc_) Take Assessments On -rine IdelSy the participant. ortakefhe assessment anonymously Grade and Rate Assessments Establish Development Plans - SlepsofDawbpment O a 0 0 0 Notes Action tem 0 CI 13 0 13 O ll 0 0 13 O CI 0 0 O O O 0- 0 0 FspbyeeAcs nes O D 0 0 0 Track Employee Training Programs -Cusses andAssesvrafs 13 El 0 0 0 O O O 0 0 -Cmgelence Pmgrans O 0 0 0 0 Track Training Courses *tam(and Eat `�' El 0 0 0 0 O CI 0 0 0 O 0 0 13 0 -Requirements and Results -Fspbyee -Class Schedules Q 0 0 0 0 CI 0 0 0 13 O 0 0 Er 0 Define Requirements for Jobs, - Positions. Postings, etc. 0 II 13 0 0 Cormaaoies, Tra::yr+eeds O 0 13 0 0 13 0 13 0 0 O 0 0 0 0 Page 20 of 22 City of Round Rock Personality Implementation Planning Report Feature or Farction Phase 1 Phare 11 SELF SERVICE E"COMAONENTS Decision Custom Not Reqd Pending Notes Action nam Employee Self -Service -Y fel ESS mamul -Patmn n 13 o O D a Web warm 13 D ❑ 13 ID -Password maintenance -Ynsv l,� Q O O ❑ CINeed to implement the Oracle levet password profile. i ng. Request statin _Y Assignmants 13 Cl D ❑ 13Not required until Phase It since no PA's are beinq used. -Update Personnel ID O D 13 D data - a1mess and pasaul ifimnrhlion -Ymw Company Q O O O (3 Direct update. no PA e-mail to -employee_ Set hp- ee work a snag address on work assigrmwnt can rods tm kaadadf Oiregny -tlpdateCoaacls Q 13 ❑ ❑ D - Yaw banking B D D O O Direct update, no PA e-mail to emPbYee- kdam0ion Yes Ox ❑ D D O my -vmwtine © O O O O sheet latay hwewAa Q O D D O - nernooeataroes -triewA9adarcw O D O O D 'targe cohxnn iu;anFrgs and add t0 Screen Raw balmydtanikons -wmgekanekhaws O O O D tame eadiEeslmmds D p D D D - O O O ❑ D -1..tpd0cSm115Elecions - Manage Cap:Me D O D D D a View O O D O ❑ - Comssaomschedule CI O .O D D -updoteCtass Envoi...ant El O O O D -Yaw Trankg h"skry El D D O 13 CRR has over 2 years of training history stored in Excel worksheets. In order to convert this history we twill need to set up all the historical Courses &dosses_ Manager SeEservice -Visaft lllSsmaual - Yrow ConpayDietkay Q D O O O Q D O D O -Vm`rCa'wnyUrya"¢atu'wlChat - Perbm a Web Search D ❑ O 13 E]x -VanalAYtmfloYea, ❑ D O ❑ O -bia6rployoeteays E O 13 D D D 0 D ❑ O - Maintain Employee t.emes D C3 O O D -ProcessChange eegmsa D © O O 0 - ProamsTranhig Requests Cl D 13 D O A WF wilt be used to send an e-mail to the manager for approval and co HR -Peda'4Prtm 10no -PalamTsuinaban 0 []x O D O D Q D D D Administrator Sal Service Define Radian Who will be the administrator? -DrfihaFawn Qx D D D O -cr®r'wary El 13 D D. D Self s""e"haws -Maintain Approval Q 13 O O D Leds -ono.% Users Q ❑ 6 O O -CrexteRdester Mem El O ❑ O D -ImaklaRolestoUsem(( Q D O D 0 -Atlantan Eaecuran O D D ❑ rhos -krantaaFtsdsearay D D O. 13 O Q O D D D Page 21 of 22 City of Round Rock Personality Implementation Planning Report Recruiting necrunt funcrval0y. g including Pb postag and caadid4esea-se.,ice and management O O O Q D Form Management -Employee-EE Planed LeasEsdry D Q D D 0 -Naageoonae tune sla:fl -manage- CI 0 13 0D For selected 4roups oleo o ees W Y Errobwetease Em.y - Manages- VpdatgE CI D D D O Emgoyees Lease O D 13 D O Manage Electronic Timesheets Erb,* aMVaiyEybooTme -rlanager n D D D OE - Veaty and Balance Pay Transaction Batches -Process Leave fp D D D D Linen iMPayTmaactions CI D O 13 O O D O O (3 O O O 13 O O O O D 13 O 13 O O 13 O 13 13 O D WORKFLOW 1 Phase a Decision Custom Rot Req d feature a functionPhase Peaches Notes Action Dun Online warning/edits O 13 D D D Ondine form navigation CI D D II D Updating of values based on other data within the same table- Q D [} O 13 Stop online update of hansactions ( 13 0 13 O Communications (e-maT) to recipients (real-time and batch) 13 O D O Reminders of uncompleted actions o O O 0 D Tables that trigger Workflow (as of the 3_05.01 release) -MwowttagstP L) O O D O D -aananamendals(F01 Q 13 0 0 O -EoWepna"(EO) Q O 13 O O -Assessment Events (raEyrp) D El D D O -cavadaee(READ/ D El O 0 13 -RovmEmaM1Postings (RE) O Qx O O O -olestioes a Responses (RP D O (3 0 O -en antAsmspa.) (21 O 0 0 D -Clans Registrars:mu (TO) Q D D D O -Loam tines (AT) D g 13 D D 0 O 0 D D D D D D O D D 13 D 13 D D 6 D D Page 22 of 22 between: and: ORACLE CORPORATION SUS -LICENSE AGREEMENT 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 Supplemental Agreement 1" 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 foam 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 Supplemental Agreement I 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 nm 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 / of3 (xi) Sub -licensee, while covered under an Annual Support Agreement with Sub -licensor as per Program License Supplemental Agreement 1 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 alt 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: Sublicense Agreement THIS AGREEMENT IS FOLLOWED BY EXHIBIT A_ Page 2 of3 EXHIBIT "A" ORACLE CORPORATION APPLICATION PROGRAMS In accordance with the Business Alliance Programme Agreement number 3285 dated June 7, I997 and the "Addendum" bearing an effective date June I, 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 I 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_ 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 & Oracle Product Name & Oracle Product Name & Oracle Product Name & applicable CID/CSI # applicable CID/CSI 11 applicable CID/CSI # applicable CID/CSI # Oracle shall not be held liable for any damages, whether direct or indirect, incidental or consequential arisingfrom the use ofthe Programs. This Sub -license does not include warranties, express or implied on behalfofOrade_ Sublicense Agreement - Exhibit A" Page 3 of3 SALVAGGIO, TEAL & ASSOCIATES Information Syst ems Consul t in g For The Publ is Sector February 2, 2004 Cindy Demers City of Round Rock 221 East Main Street Round Rock, Texas 78664 Subject: Evaluation of Planned Acquisition of New Highline Software and Implementation Services Dear Ms. Demers: Salvaggio, Teal & Associates has completed its evaluation of the City of Round Rock's (City) planned acquisition of new software functionality and implementation services from the High Line Corporation. We are pleased to recommend that the City execute an addendum to its original contract with High Line to purchase the following Personality application modules and associated implementation services: • Employee & Manager Self -Service • Time Management Self -Service ♦ Workflow • Training & Development The implementation of these new application modules will support the following business process improvements: • Direct entry of time information by designated timekeepers or employees that have self-service access; • Online enrollment by employees in training courses/classes and manager approval of such enrollments; and • Employee access to payroll remittance information, leave history and balances, and benefits enrollment information, and updating of their personal data. We believe the City wilt greatly benefit from the efficiencies associated with these new self-service functional enhancements. Please let me know if you have any questions concerning this recommendation. Sincerely, Mitt A. Salvaggio President CC: David Kautz, Assistant City Manager PMB 179 4815 W_Braker Lane. Suit e502 Austin, 7X78759 Phone: (512)3354348 Fax: (512)3350362 - - Web: wwwsal vagg.com