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CM-10-01-012between: and: Dated this 5th Day of January, 2010 AGREEMENT ADDENDUM #100104 HIGH LINE CORPORATION 145 Renfrew Drive, Suite 210 Markham, Ontario L3R 9R6 Canada (hereinafter referred to as HIGII LINE) CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 (hereinafter referred to as CUSTOMER) This is an Addendum to the Master Program License Agreement #980301between High Line Corporation and the City of Round Rock. This document when duly signed by both parties will constitute an Agreement Addendum to the original agreement(s) stated above. When in conflict with the original agreement(s), the terms and conditions of this Agreement Addendum shall prevail. TERMS AND CONDITIONS Part I — 3r`' Party Applications {PRIVATE}Aquire Organization Charts License Fee Maintenance Fee' OrgPublisher Enterprise Edition A 3000 EE Level $10,000 $1,700 Total $10,000 $1,700 This is the prevailing rate at time of Agreement preparation and is subject to change according to Aquire's published list price. For the right to use Third Party Application Software programs, CUSTOMER by executing this Agreement agrees to the terms and conditions of the applicable Sub -License Agreement attached herein as Exhibit "A". Payment terns: License - 100% Due upon software installation; N30 upon receipt of invoice. Maintenance fees — 100% Due upon software installation. Rate shall be pro -rated to coincide with the Support Agreement term July 1 — June 30; N30 upon receipt of invoice. In Witness whereof the parties have executed this Agreement as of the effective date stated herein. Signatta•e page follows GVL-tD-di-Ola HIGH LINE CORPORATION PER: NAME: Karl Niemuller TITLE: President DATE: 2 CITY OF ROUND ROCK PER: NAM CLAYIe5 R.t' U Q,'.E. TITLE: MCUAC DATE: ID J EXHIBIT "Al" FOR LICENSE ADDENDUM #080702 AQUIRE, (formerly TIMEVISION, INC.) SUB -LICENSE AGREEMENT between: High Line Corporation 145 Renfrew Drive, Suite 210 Markham, Ontario, Canada L3R 9R6 and: ("Sub -licensor") CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 ("Sub -licensee") This Sub -Licensee Agreement forms an integral part of the "Software License Addendum" #100104 as Exhibit "A" between Sub -licensor and Sub -licensee. Sub -licensor has entered into an Alliance Network 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 Alliance Network 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, Aquire Application Programs, of this Agreement. Terms and Conditions Sub -licensee agrees to the following terms and conditions: (i) use of the Application Programs are restricted to object code form only, installed and limited as described in Exhibit A, for Sub -licensee's own Internal data processing; (ii) transfer or duplication of the Programs is prohibited except for temporary transfer in the event of computer malfunctions and a single backup or archival copy; (iii) assignment, timesharing or rental of the Programs is prohibited; (iv) use to the Programs for any purpose outside the scope of the Program License Agreement #100104 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; (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 confidential information is prohibited; (ix) Sub -licensee, while covered under an Annual Support Agreement with Sub -licensor as per Program License Agreement #100104 between Sub -licensor and Sub -licensee, shall direct any technical support issues directly to Sub -licensor. 3 Entire Agreement This Sub -license Agreement, including Exhibit Al attached hereto, constitutes the entire understanding between the parties as it relates to sublicenses and supersedes all prior oral or written agreements or understandings between them. It may not be changed orally, but only by an Agreement in writing executed as provided herein. In the event of any conflict between the terms of this Sublicense Agreement and the Software License Agreement, the terms of this Sublicense Agreement will prevail. 4 EXHIBIT "Al" AQUIRE APPLICATION PROGRAMS In accordance with the Alliance Network Agreement dated March 31, 2003 & Amended June 29, 2004 between the Sub -licensor and Aquire, Sub -licensor hereby grants to the Sub -licensee a perpetual, non- exclusive, non -transferable sublicense of the Programs set forth: AQUIRE APPLICATION PROGRAMS: • Org-Publisher Enterprise Edition Software -- 3,000 EE level License Authorized Installs and charting level: • Charting level — up to 3,000 employees Upgrades, defined as product enhancements, released by Aquire, are free to the Sublicensee if they are covered by maintenance on the date of release. Aquire shall not be held liable for any damages, whether direct or indirect, incidental or consequential arising from the use of the Programs. This Sub -license does not include warranties, express or implied, on behalf of Aquire. 5 10.1909 Request for City Council/City Manager Action CO City Council LEO City Manager Submit completed form for all City Manager and City Council approvals. Department Name: Information Technology Contact Person: Sara White / Monique Adams Project Mgr/Resource: Daniel Saucedo Project Coordinator: Daniel Saucedo Assigned Attomey: J.Kay Gayle City Council or City Manager Approval Date: Agenda Wording For AdministraiorrUse ONLY ? n—N Received: not: Original Documents Received: Project Name: High Line Upgrade Contractor/Vendor: High Line Corporation Funding Source: General Self -Financed Construction Additional funding Source: Amount: 511,700.00 Account Number: 15 -Jan -10 Consider executing Supplemental Agreement to the Master Program License and Annual Service Agreement to add OrgPublisher Enterprise Edition ^3000 EE Level. Finance Information Is Funding Required? Yes q No DQ Initial Construction Contract Construction Contract Amendment = Change Order =Change in Quantity EUnforeseen Circumstances Initial Professional Services Agreement © Supplemental Professional Service Agreement Purchasing/Service Agreement Purchase Order Item(s) to be purchased Other (Please clearly identify action below) FINANCE WA Approved E:3'' Flnance/CIP L. LNsen date 3/x2/2010 Finance/ ACCt E. Wilson ` Date 1/13/2010 XE J Purchasing EE Bowden Date 1/12/2010 ElE Budget P- Bryan Date 1/12/2010 have EMS WILL NOT BE PLACE APPROVALS completed ONLY by Finance) nal Finance Approval Raouln Approved C Amount $11,700.00 Cheryl Delaney,;; Finance Director fenvard the RFA, blue sit, backup inion OUNCIL AGENDA WITHOUT FINANCE AND L Required for Submission of ALL City Council and City Manager Items Project Mgr. Signature: Dept. Director Signature: *City Attorney Signature: City Manager Signature: -13 - Joy.) Date: Date: 1 /i 5-/j 0 Date: !is//V "City Attorney signature is required for all items. REVISED 1/13/2010 LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION Required for Submission of ALL City Council and City Manager Items Department Name: ADMINISTRATION Project Mgr/Resource: DANIEL SAUCEDO []Council Action: ORDINANCE Agenda Wording Project Name: SUPPLEMENTAL AGREEMENT ContractorNendor: HIGH LINE CORPORATION n RESOLUTION ECity Manager Approval CMA Wording Consider executing Supplemental Agreement to the Master Program License and Annual Service Agreement to add OrgPublisher Enterprise Edition A 3000 EE Level. Attorney Approval Attorney Notes/Comments Date O:\wdoxlSCCInts\0124\1001 \MISC100179933 Updated 6/3/08