Resolution No. 7570t
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RESOLUTION NO. 7570
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
PROGRAM LICENSE AGREEMENT #000503 AND AN ANNUAL
SERVICE AGREEMENT -US BY AND.BETWEEN THE CITY OF
VERNON AND HIGH LINE CORPORATION
WHEREAS, pursuant to Resolution No. 7463 adopted on
December 21, 1999, the City Council of the City of Vernon directed the
Purchasing Department to negotiate a contract with Mitchell Humphrey &
Company, in association with High Line Corporation, for software and
related services and supplies to replace the Financial Management
System and to report back to the City Council on the results of said
contract negotiations with a recommendation for action; and
WHEREAS, the Purchasing Department has entered into and
completed negotiations with High Line Corporation; and
WHEREAS, the City Council of the City of Vernon desires to
enter into a license agreement and an service agreement with High Line
Corporation to provide the necessary software programs to implement
financial management software services, training and support on the
Financial Management System.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Program License Agreement #000503 and Annual Service
Agreement -US, a .copy of which is attached hereto as Exhibit "A" and
made a part hereof.
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SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreements
for, and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send fully executed
Agreements to:
High Line Corporation
Attn: Karl Niemuller
145 Renfrew Drive, Suite 210
Markham, Ontario, Canada L3R 9R6
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 11th day of July, 2000.
ATTE�---- //
y
BRUCE V. MALKENHORST, City Clerk
EONIS C. MALB RG, Ma r
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I STATE OF CALIFORNIA )
ss
2 COUNTY OF LOS ANGELES )
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4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6 7570, was duly adopted by the City Council of the City of Vernon at an
7 adjourned regular meeting of the City Council duly held on Tuesday,
8 July 11, 2000, and thereafter was duly signed by the Mayor of the City
9 of Vernon.
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BRUCE V. MALKENHORST, City Clerk
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THIS AGREEMENT made this IIth day of July, 2000
PROGRAM LICENSE AGREEMENT # 000503
BETWEEN: HIGH LINE CORPORATION
145 Renfrew Drive, Suite 210
Markham, Ontario, Canada
L3R 9R6
(hereinafter referred to as LICENSOR)
and
CITY OF VERNON
4305 Santa Fe Avenue
Vernon, CA. USA
90058
(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 EIGHTY-FIVE THOUSAND US DOLLARS for a non-exclusive
and non -transferable perpetual license for the Use of the Licensed Programs.
LICENSEE further agrees to pay LICENSOR such sum as per the schedule described in Part III of this Agreement.
LICENSEE agrees to pay all reasonable out of pocket expenses for travel, meals and accommodation relating to
implementation, but not to exceed the amount set forth in PART IV of this Agreement. Reference EXHIBIT "A"
attached for an Estimate of Reasonable Expenses.
This Agreement is also subject to the additional terms and conditions stipulated in Part IV of this Agreement.
1. DEFINITIONS:
The following terms are defined for the purposes of this Agreement:
a) "Licensed Program" shall be the object code version of each program listed in Part I of any schedule
incorporated in this Agreement including basic and related materials pertinent to said program, and any
update to said program hereinafter furnished to LICENSEE by LICENSOR.
b) "Designated Equipment" shall be any Central Processing Unit enumerated in Part II of any schedule
incorporated in this Agreement. LICENSEE shall inform LICENSOR prior to moving the Licensed
Program to any other replacement computer system save and except for the circumstances noted in Part II
of this Agreement. LICENSOR shall not unreasonably withhold authorization provided that the
LICENSEE shall have paid any fees applicable to use of the LICENSED PROGRAM on a different
computer model.
c) "Use" means executing any Licensed Program on the Designated Equipment, or referencing the basic and
related materials pertinent to any Licensed Program.
d) "Derivative Program" shall be each program developed by the LICENSEE for use with the Licensed
Programs and which does not include any Licensed Program material in any identifiable form.
e) "LICENSE" means the license herein granted to LICENSEE to Use Licensed Programs.
AGREEMENT # 000503 Page I of 9
2. TERM
This License is effective from the date of execution of this Agreement by both parties. The License granted herein
with regard to each Licensed Program shall remain in force until LICENSEE permanently discontinues the use of
that Licensed Program on the Designated Equipment or until LICENSOR terminates this Agreement, upon written
notice to LICENSEE, by reason of LICENSEE'S failure to comply with any of the terms and conditions of this
Agreement. If the LICENSEE inadvertently fails to comply with any of the terms of this Agreement, the
LICENSEE will be granted 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.
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. With exception; LICENSEE has the
right to make back-up copies for on -site recovery and off -site storage for Disaster Recovery purposes. 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.
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 LICENSOR or LICENSEE'S employees or persons contracting IS services to the LICENSEE both on -
site and remotely without prior consent from LICENSOR, except during the period any such person is on
LICENSEE'S premises with LICENSEE'S permission for purposes specifically related to LICENSEE'S Use of the
Licensed Program.
AGREEMENT # 000503 Page 2 of 9
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 parry's data or from offering the LICENSED PROGRAM in a service bureau or timesharing
environment unless such use is authorized in writing by LICENSOR. With exception; LICENSOR allows
LICENSEE to process the third party data of the City of Vernon Redevelopment Agency and the City of Vernon
Industrial Development Agency.
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 LICENSER'S
opinion are likely to become, the subject of a claim of infringement of a patent or copyright, LICENSOR may at its
option either secure the LICENSEE'S right to continue using the Licensed Programs, replace or modify them to
make them non -infringing, or if neither of the foregoing alternatives is reasonably available to LICENSOR,
discontinue the Licensed Program upon three month's written notice. If, however, the Licensed Program is the
subject of a claim of patent or copyright infringement, LICENSEE may notify LICENSOR in writing during the one
month after the 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
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;
Use by LICENSEE of the Licensed Programs in an application or environment for which the Licensed
Programs was not designed or contemplated.
THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT
OF ANY COPYRIGHTS OR PATENTS 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. Program Specifications defined as P4GL/Image Training & Reference Manuals and Implementation
Planning Report.
EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR GRANTS NO WARRANTIES OR
CONDITIONS, EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM AND ITS
PERFORMANCE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE,
OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, AND THE STATED
EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR
DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF
LICENSED PROGRAMS.
AGREEMENT # 000503 Page 3 of 9
LIMITATION OF LIABILITY:
LICENSEE agrees that LICENSOR'S liability hereunder for damages including but not limited to liability for any
funds, mutual breach of this Agreement or patent and copyright infringement and regardless of the form of action,
shall not exceed the charges paid by LICENSEE for the particular Licensed Program or related materials involved.
LICENSEE further agrees that LICENSOR will not be liable for any lost profits, or for any claim or demand against
the LICENSEE by any other party, except a claim for patent or copyright infringement as provided herein.
No action regardless of form, arising out of the transactions under this Agreement, may be brought by either party
more than one year after the cause of action has occurred, except that an action for non-payment may be brought
within one year after the date of last payment.
IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE OR EVEN IF SUCH
DAMAGES AROSE AS A RESULT OF THE NEGLIGENCE OF THE LICENSOR, ITS AGENTS,
REPRESENTATIVES OR EMPLOYEES, WHETHER IN AN ACTION BASED ON CONTRACT OR TORT.
11. EXTENDED APPLICATION
The provisions of this Agreement shall govern the terms of any present or future order from LICENSEE.
Acceptance by LICENSEE of any Licensed Program or optional materials from LICENSOR shall be deemed
conclusive evidence of LICENSEE'S Agreement that the license for such Licensed Program or optional materials is
governed by this Agreement.
12. SEVERABILITY
If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are to that
extent, deemed omitted.
13. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California, USA.
14. INJUNCTION AND EQUITABLE REMEDIES
The LICENSEE hereby recognizes that the Licensed Program is a valuable asset of the LICENSOR and that any
remedy contemplating, inter alia, the award of monetary damages in the event of a violation or impending violation
of any of the terms and provisions of this Agreement shall be inadequate. As a result, the LICENSOR shall, in
addition to any other relief available to it (including, without limitation, monetary damages to the extent that the
LICENSOR proves such damages), be entitled to the remedy of injunction and other equitable remedies without
having to establish the inadequacy of any remedy available to it. The LICENSEE hereby undertakes not to make
any defense in proceedings regarding the granting of an injunction or specific performance which refer to the
availability to the LICENSOR of other remedies.
15. SPECIAL TERMS & CONDITIONS
Confidential Information.
Access to Confidential Information.
The City may provide High Line with, or allow High Line access to, certain information not available to
the public concerning the City, or businesses located in the City. The information may include company
information, taxes, sales, value of assets, or other such information. All such information shall be known as
"Confidential Information."
No Disclosure.
Except as expressly permitted, High Line shall not disclose, permit the disclosure of, release, disseminate,
or transfer, whether orally or by any other means, any part of such Confidential Information to any other
person or entity, whether corporate, governmental, or individual, without the express prior written consent
of an authorized representative of the City. High Line shall return any written Confidential Information,
AGREEMENT # 000503 Page 4 of 9
and all copies made of such items, to the City upon the City's written request, but in any event not later
than the date that the High Line has performed all services to be performed pursuant to this Agreement.
High Line hereby agrees that such Confidential Information and any documents provided may be used by
High Line only as authorized by the City. High Line shall take reasonable measures to avoid any
disclosure of any such Confidential Information to any unauthorized person.
Court Ordered Disclosure.
High Line shall immediately notify the City of any court order or subpoena requiring disclosure of
Confidential Information, and shall cooperate with legal counsel in the appeal or challenge of any such
order or subpoena. Recipient may only disclose Confidential Information required to be disclosed pursuant
to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge.
Remedies.
In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a
temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened
breach of the Confidential Information provisions of this Agreement. High Line acknowledges that in case
of such breach or threatened breach of said provisions, the City would have no adequate remedy at law.
Acceptance
This Agreement shall be null and void and of no effect unless City signs it and delivers it to High Line at
its home office. Subsequent execution by High Line at its home office shall constitute acceptance thereof.
Insurance
Prior to commencing work hereunder, High Line shall provide the City with proof of insurance providing
and maintaining the coverage and endorsements set forth in the Insurance Schedule included herein. Said
proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced
in coverage without giving at least thirty (30) days prior written notice to the City.
General Provisions.
Independent Contractor.
At all times during the term of this Agreement, High Line shall be an independent contractor and shall not
be an employee of the City. The City shall have the right to control the High Line only insofar as the
results of the High Line's services rendered pursuant to this Agreement; however, the City shall not have
the right to control the means by which the High Line accomplishes services rendered pursuant to the
Agreement except to the extent that such services involve the use of City property or Confidential
Information.
High Line Not Agent.
Except as the City may specify in writing, High Line shall have no authority, express or implied, to act on
behalf of the City in any capacity whatsoever as an agent. The High Line shall have no authority,
expressed or implied, pursuant to this Agreement to bind the City to any obligation whatsoever.
INSURANCE SCHEDULE
High Line shall provide proof of insurance, within thirty (30) days of the full execution of this Agreement,
including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit
permitted):
I. overage and Limits
Hazards
Bodily Inj= Prol2eM Damage
Each Person Each Accident Each Accident
Automobile Liability
Owned Automobiles Not applicable $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
AGREEMENT # 000503 Page 5 of 9
II. General and Professional Liability
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators
(if applicable)
$1,000,000
$2,000,000
$1,000,000
Independent
Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed
Operations
$1,000,000
$2,000,000
$1,000,000
Contract Liability
$1,000,000
$2,000,000
$1,000,000
Professional Liability
$1,000,000
$1,000,000
$1,000,000
a. The general liability policy shall contain the following special endorsements which shall be noted on or attached
to the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of
coverage.
3. An endorsement providing coverage for all operations under this Agreement.
4. Such other endorsement as may be required by addendum hereto.
b. In addition to the standard certificate of insurance, proof of general and professional liability coverage shall be
furnished in the form checked below. Certification of the following proofs by the insurance agent or broker will not
be accepted:
X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and statements in
the standard certificate of insurance (attached thereto) are true and correct and that the signator is an officer
authorized to so certify.
_ A copy of each policy certified by an officer of the underwriter or carrier and notarized.
IN WITNESS WHEREOF the parties have executed this Agreement as of the effective date stated herein.
HIGH LINE CORPORATION HIGH LINE CORPORATION
PER: PER:
NAME: NAME:
TITLE: TITLE:
DATE: DATE:
CITY OF VERNON
BY:
NAME: LEONIS C. MALBURG
TITLE: Mayor
DATE:
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
EDUARDO OLIVO, City Attorney
AGREEMENT # 000503 Page 6 of 9
SCHEDULE TO PROGRAM LICENSE .AGREEMENT # 000503
PART I - PROGRAMS COVERED BY THIS AGREEMENT
The PERSONALITY HP3000/Image Application Software modules to process up to 2,999 active Employee
Records, Employee Records being defined as the highest number of employees administered by the system in any
month during a twelve month service period on the Designated Equipment. LICENSEE has the right to up -grade
the Designated Equipment as described in Part II of this Schedule without an increase in license fees covered by the
Agreement to which this Schedule is attached. The increase in license fees is governed by the number of Employee
Records processed as covered in Part I of this Schedule. The programs covered by this Schedule include:
RECORD KEEPING
$ 20,000
PAYROLL
25,000
BENEFIT ADMINISTRATION
10,000
ATTENDANCE
5,000
SALARY ADMINISTRATION
5,000
POSITION CONTROL
5,000
FINANCIAL COST CONTROL
5,000
CAREER PLANNING
5,000
RECRUITING
5,000
Total $ 85,000
As additional Programs are purchased, an Addendum to this Schedule shall be issued.
PART II - DESIGNATED EQUIPMENT
MODEL NUMBER SERIAL NUMBER
HP 939KS/030
NOT AVAILABLE
LOCATION
4305 SANTA FE AVE.
VERNON, CA. 90058
In the event that the serial number is not available at the time of execution of this Agreement, LICENSOR allows
LICENSEE to supply said serial number, in writing, any time prior to the delivery of the software covered by this
Agreement. In the event that the above mentioned Designated Equipment is inoperable, LICENSEE may use
alternate equipment for their day to day processing until such equipment again becomes operable.
PART III - PAYMENT SCHEDULE: LICENSE FEES
25% Due Upon Signing of Agreement
25% Due Upon Delivery of First Installation Software
25% Due Upon Completion of Pilot System Set-up
25% Due Upon Payroll Go -Live
Payment terms: Net 30 upon receipt
For the final three payments of the Payment Schedule the criteria for determining when each payment is due shall
be defined in the Planning Session Documentation and the Payment Schedule for these payments shall be governed
by said Documents. Said Planning Session Documentation shall be hereto attached and incorporated herein by
reference as Exhibit `B" after acceptance by both parties. Should any variations occur from the Planning Session
Documents, said Documents will continue to govern the Payment Schedule.
PART IV - ADDITIONAL TERMS AND CONDITIONS
WARRANTY The LICENSOR agrees to provide a warranty period of 180 days or upon Pilot System Set-
up whichever is later with respect to the warranty provided in paragraph 10 of the Program License
Agreement, that commences on the date of delivery of the first installation tape. Following the warranty
period, LICENSEE must sign an Annual Service Agreement for each module purchased to be entitled to
ongoing support.
AGREEMENT # 000503 Page 7 of 9
2. CONSULTING / TRAINING - LICENSOR agrees to provide personnel to the LICENSEE as required and
agreed upon for installation and training of the Programs covered in Part I of this Schedule at the then
current billing rates. The present fees guaranteed for the duration of the implementation of, and training for,
the Modules covered in Part I are:
Project Manager
$1,000/Day
Senior Consultant
$ 900/Day
Programmer Analyst
$ 900/Day
Junior Consultant
$ 700/Day
3. . Third Party Application Software:
Speedware Run -Time License $ 9,500
Annual Maintenance 750
4. Training and Implementation Support
The following approach includes the training and implementation assistance we would perceive to be
minimum requirements. All training will be conducted on the City's Site by High Line Senior Consultants.
Assignment of resources will be determined during the Implementation Planning Session and defined
therein. The following Implementation schedule of rates is guaranteed for the duration of the Installation
and Training of the Modules described in Part I of this Agreement and herein.
Project Planning Meeting:
3 - Day Session $1,000 per Day
1 — Day Report Preparation $1,000 per Day
Technical Training:
Load & Basic Technical training
Conversion training
Application Module Training:
Records/Foundation
Payroll — Basic
Payroll — Advanced
Benefits Administration
Attendance
Salary Administration &
Position Control
Financial Cost Control
Career Planning
Recruiting
5 — Days @ $ 1,000/Day
Course
Course
Course
Course
Course
Course
Course
Course
Course
Course
Consulting & Trouble -Shooting Assistance:
Estimate 5 - Weeks $4,500/Week
Customer Support Assistance
Additional Customer Support during Implementation
$ 3,000
$ 1,000
$ 5,000
$ 4,500
$ 4,500
$ 4,500
$ 4,500
$ 4,500
$ 4,500
$ 4,500
$ 4,500
$ 2,700
$ 2,700
$ 22,500
$ 6,000
TOTAL COST $ 78,900
AGREEMENT # 000503 Page 8 of 9
Special Provision for. Training & Implementation Support:
Implementation and Training
High Line will conduct Implementation Planning/Kick Off Sessions with City and Mitchell Humphrey to
develop a schedule for training, customization and implementation of the Licensed Software specified in
Part I - Schedule to Program License Agreement, attached hereto and incorporated herein by reference,
taking each other's implementations and City staff time availability into consideration.
The initial Planning/Kickoff session shall be held within thirty (30) days of the execution of this
Agreement at the City's place of business. The results of the Planning Sessions will be documented
(Planning Session Documentation) in draft form and submitted to City for final approval prior to finalizing
the approach and shall include the details of High Line personnel to be assigned to each scheduled task.
Software Delivery shall be within thirty (30) days of notification to High Line of said City's final approval
of the approach. If adjustments to the original schedule are required during the implementation from either
company's standpoint, the City shall have final approval of any changes.
High Line will make a good faith effort to ensure that scheduling efforts are managed in a coordinated
manner, taking into consideration City resource availability. City shall always have final approval of all
schedules and schedule adjustments.
5. Additional Cost Considerations:
Contract Programming -
Cheque/Deposit Program
Estimate 5 — 7 days $ 4,500 — 6,300
6. Out of Pocket Expenses:
As per attached Exhibit "A" — Out of Pocket Expenses Estimate. High Line will make every effort to stay
within the Cost Estimate. Airfare shall not exceed an AVERAGE of $1,000 per trip. Auto expense, Hotel
expense and Meal Expense shall not exceed an AGGREGATE of $250.00 per day.
AGREEMENT # 000503 Page 9 of 9
EXHIBIT "A"
OUT OF POCKET EXPENSES - ESTIMATE
City Of Vernon
Out of Pocket Expenses
Prepared in USD
Purchase Cost
Number of Trips
Cost of trips
Most favorable
Air Travel Expense
Planning Session
OAK to LAX
Regular Full Fare advance parch.
$ 207
1
$ 207
$ 207
Software Install
Toronto to LAX
Regular Full Fare advance purch.
1,667
1
1,667
1,667
Training & Implementation
Estimate 10 Trips:
Denver to LAX
Regular Full Fare advance parch.
820
10
8,200
8,200
Auto Expense
Car rental - LAX
US49 - $51/day assume week = 6 days 285 12
3,417 3,417
Hotel Expense
estimate including taxes -- 55 nights 120 55
6,600 6,600
Based on Holiday Inn Downtown
Price varies on availability
Meal Expense
Per diem rate $195/6 day travel 195 12
2,340 2,340
TOTAL ESTIMATE
PROJECT EXPENSE
$ 22,431
7/6/00 VernHl-Cexpenses
ANNUAL SERVICE AGREEMENT - US
PER LICENSE AGREEMENT # 000503
between HIGH LINE CORPORATION
145 Renfrew Drive
Suite 210
Markham, Ontario, Canada
L3R 9R6
(hereinafter referred to as HIGH LINE)
and CITY OF VERNON
4305 Santa Fe Avenue
Vernon, CA. USA
90058
(hereinafter referred to as THE CUSTOMER)
EFFECTIVE DATE: Upon Pilot Set-up or 180 days from Software Install — whichever is later.
EXPIRATION DATE: 1 — Year thereafter
This document constitutes a formal contract between HIGH LINE and THE CUSTOMER for Annual
Service on programs listed on Schedule I to this Agreement, hereinafter called THE SYSTEM, developed
and implemented by HIGH LINE.
This Agreement commences on the effective date stated above and will remain in full force and effect until
the expiration date stated above. Upon expiration each year, it shall be automatically renewed for twelve
(12) months, unless terminated by either party by written notice given not less than thirty (30) days prior to
the expiration of the initial term hereof or any renewal thereof
3. The Annual Service rates and payment terms applicable at the automatic renewal date, pursuant to
Paragraph 2, will be limited to the CPI or 5% whichever is greater and payment terms for THE SYSTEM.
A schedule of rates and payment terms will be forwarded by mail not less than forty-five (45) days prior to
the expiration of the then current agreement.
4. 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 evidencg of the same.
• Changes and updates to existing programs in THE SYSTEM and related documentation as they
become generally available.
The ability to record and maintain the information necessary for the production of reports required
for Federal, State and Local Income Taxes, State Disability Insurance, Unemployment Insurance,
401K, and support of the PERS System:
• Response to problems within four hours of notification by the CUSTOMER to the SUPPORT
LINE. Support Line defined as "High Line's Customer Support Department".
ANNUAL SERVICE AGREEMENT
PAGE 2
5. 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 PAYROLLTAXT' System. It is the CUSTOMER's
responsibility to arrange for its use and service through Vertex Systems Inc.
This contract 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.
This contract shall be governed by the laws of the State of California, USA.
IN WITNESS WHEREOF the parties have executed this Agreement as of the effective date stated herein.
HIGH LINE CORPORATION HIGH LINE CORPORATION
PER:
NAME:
TITLE:
DATE:
CITY OF VERNON
BY:
NAME: LEONIS C. MALBURG
TITLE: Mayor
DATE:
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
PER:
NAME:
TITLE:
DATE:
EDUARDO OLIVO, City Attorney
SCHEDULEI
1J
CITY OF VERNON
PRODUCTS COVERED BY ANNUAL SERVICE AGREEMENT FOR PERIOD
TO
MODULE
RECORD KEEPING
PAYROLL
BENEFIT ADMINISTRATION
ATTENDANCE
SALARY ADMINISTRATION
POSITION CONTROL
FINANCIAL COST CONTROL
CAREER PLANNING
RECRUITING
TOTAL
ANNUAL
SERVICE RATE
$ 2,508
4,107
1,610
1,610
805
805
805
805
805
$13,860
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.
Speedware Run -Time License Support $ 750